RADIANT LOGISTICS, INC
For the period ended Mar 31, 2026. Filed May 11, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
RLGT$8.89-1.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-02-09.
0001193125-26-042887
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001193125-26-216902
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 60 previous paragraphs and 62 current paragraphs.
35 unchanged; 23 reworded; 3 added; 1 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
Transportation revenue was $202.4 million for each of the three months ended March 31, 2026 and 2025, respectively. Adjusted transportation gross profit was $49.6 million and $51.4 million for the three months ended March 31, 2026 and 2025, respectively. Net transportation margins decreased from 25.4% to 24.5%, primarily due to change in product mix.
Current report
Change in fair value of contingent consideration was a gain of $3.7 million for the three months ended March 31, 2026, compared to an expense of $0.3 million for the three months ended March 31, 2025. The change in each year is attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.
Current report
Change in fair value of contingent consideration was a gain of $3.6 million for the nine months ended March 31, 2026, compared to an gain of $0.9 million for the nine months ended March 31, 2025. The change in each year is attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.
Removed paragraphs (1)
Previous report
Transportation revenue was $217.8 million and $252.1 million for the three months ended December 31, 2025 and 2024, respectively. The decrease of $34.3 million, or 13.6% is primarily attributable to meaningful project charter revenues in the prior year period, offset by incremental revenues generated from current and prior year acquisitions. Adjusted transportation gross profit was $54.2 million and $56.4 million for the three months ended December 31, 2025 and 2024, respectively. Net transportation margins increased from 22.4% to 24.9%, primarily due to project charter revenues in the prior year period, which have lower gross profit margin characteristics than other service levels.
Reworded paragraphs (23)
Previous wording
Global economic and trade conditions remain uncertain, due to inflationary pressures, tariff and trade policy uncertainty, geopolitical tensions, and shifts in consumer demand, which may adversely affect shipment volumes, pricing dynamics and operating margins, and our overall business and financial results.
Current wording
Global economic and trade conditions remain highly uncertain. Inflationary pressures, tariff and trade policy uncertainty, and geopolitical tensions – including the ongoing conflict in the Middle East and its effects on global energy markets, freight capacity, and shipping costs – continue to create volatility in shipment volumes, pricing dynamics, and operating margins. Elevated fuel prices, airspace restrictions, and conflict-related rerouting have added cost pressures across air and ocean freight markets, which may adversely affect our business and financial results.
Previous wording
Value-added services revenue was $14.3 million and $12.5 million for the three months ended December 31, 2025 and 2024, respectively. The increase is driven by higher volumes and incremental revenue from expanded warehouse operations in Canada. Adjusted value-added services gross profit was $9.2 million for the three months ended December 31, 2025, compared to $6.9 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 55.2% to 64.7%.
Current wording
Value-added services revenue was $11.7 million and $11.6 million for the three months ended March 31, 2026 and 2025, respectively. Adjusted value-added services gross profit was $6.7 million for the three months ended March 31, 2026, compared to $6.8 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from 58.1% to 57.2%.
Previous wording
Operating partner commissions increased $1.0 million, or 5.3%, to $20.3 million for the three months ended December 31, 2025. The increase is primarily due to an increase of adjusted gross profit generated from our strategic operating partners, partially offset by the conversions of strategic operating partners to Company-owned locations who earned commissions in the prior year. As a percentage of adjusted gross profit, operating partner commissions increased 153 basis points to 32.0% from 30.5% for the three months ended December 31, 2025 and 2024, respectively, as a result of a higher mix of gross margin generated from strategic operating partners compared to Company-owned locations due to the project charter revenues in the prior year period.
Current wording
Operating partner commissions decreased $0.2 million, or 0.6%, to $19.1 million for the three months ended March 31, 2026. As a percentage of adjusted gross profit, operating partner commissions increased 88 basis points to 34.0% from 33.1% for the three months ended March 31, 2026 and 2025, respectively, as a result of a higher mix of gross margin generated from strategic operating partners compared to Company-owned locations.
Previous wording
Personnel costs increased $3.0 million, or 15.5%, to $22.6 million for the three months ended December 31, 2025. The increase is primarily due to an increase in headcount from recent acquisitions and the share-based compensation expense in the period compared to a benefit in the prior year period, offset by decreases in sales commissions and bonus expenses. As a percentage of adjusted gross profit, personnel costs increased 471 basis points to 35.6% from 30.9% for the three months ended December 31, 2025 and 2024, respectively.
Current wording
Personnel costs increased $1.0 million, or 5.0%, to $21.5 million for the three months ended March 31, 2026. The increase is primarily due to an increase in headcount from recent acquisitions. As a percentage of adjusted gross profit, personnel costs increased 297 basis points to 38.1% from 35.2% for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Selling, general and administrative (“SG&A”) expenses decreased $2.4 million, or 19.9%, to $9.6 million for the three months ended December 31, 2025. The decrease is primarily due to $1.1 million of lease termination costs in the prior year period due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, decreased technology spending, and a decrease in the allowance for credit losses. As a percentage of adjusted gross profit, SG&A decreased 381 basis points to 15.1% from 19.0% for the three months ended December 31, 2025 and 2024, respectively.
Current wording
Selling, general and administrative (“SG&A”) expenses decreased $0.6 million, or 7.0%, to $9.3 million for the three months ended March 31, 2026. The decrease is primarily due to decreased technology spending by consolidating transportation management systems, partially offset by an increase in professional service fees. As a percentage of adjusted gross profit, SG&A decreased 67 basis points to 16.4% from 17.1% for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Depreciation and amortization costs decreased $1.4 million, or 29.2%, to $3.6 million for the three months ended December 31, 2025. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangible assets from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 234 basis points to 5.6% from 8.0% for the three months ended December 31, 2025 and 2024, respectively.
Current wording
Depreciation and amortization costs decreased $1.3 million, or 26.8%, to $3.6 million for the three months ended March 31, 2026. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangible assets from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 207 basis points to 6.4% from 8.5% for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Our decrease in net income is driven by increased personnel costs, offset by decreases to SG&A, depreciation and amortization, and income tax expense.
Current wording
Our increase in net income is driven by the gain in fair value of contingent consideration and decreased depreciation and amortization, partially offset by the decrease in adjusted gross profit and increased income tax expense.
Previous wording
The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the six months ended December 31, 2025 and 2024:
Current wording
The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the nine months ended March 31, 2026 and 2025:
Previous wording
Transportation revenue was $430.9 million and $443.9 million for the six months ended December 31, 2025 and 2024, respectively. The decrease of $13.0 million, or 2.9%, is primarily attributable to meaningful project charter revenues in the prior year period, offset by incremental revenues generated from current and prior year acquisitions. Adjusted transportation gross profit was $105.2 million and $107.2 million for the six months ended December 31, 2025 and 2024, respectively. Net transportation margins increased from 24.1% to 24.4%, primarily due to project charter revenues in the prior year period, which have lower gross profit margin characteristics than other service levels.
Current wording
Transportation revenue was $633.3 million and $646.3 million for the nine months ended March 31, 2026 and 2025, respectively. The decrease of $13.0 million, or 2.0%, is primarily attributable to meaningful project charter revenues in the prior year period, offset by incremental revenues generated from current and prior year acquisitions. Adjusted transportation gross profit was $154.8 million and $158.6 million for the nine months ended March 31, 2026 and 2025, respectively. Net transportation margins decreased from 24.5% to 24.4%.
Previous wording
Value-added services revenue was $27.9 million and $24.2 million for the six months ended December 31, 2025 and 2024, respectively. The increase is driven by higher volumes and incremental revenue from expanded warehouse operations primarily in our Canadian segment compared to the prior year period. Adjusted value-added services gross profit was $17.8 million for the six months ended December 31, 2025, compared to $13.7 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 56.4% to 63.6%.
Current wording
Value-added services revenue was $39.6 million and $35.8 million for the nine months ended March 31, 2026 and 2025, respectively. The increase is driven by higher volumes and incremental revenue from expanded warehouse operations primarily in our Canadian segment compared to the prior year period. Adjusted value-added services gross profit was $24.5 million for the nine months ended March 31, 2026, compared to $20.4 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 57.0% to 61.7%.
Previous wording
The following table provides a reconciliation for the six months ended December 31, 2025 and 2024 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:
Current wording
The following table provides a reconciliation for the nine months ended March 31, 2026 and 2025 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:
Previous wording
The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the six months ended December 31, 2025 and 2024:
Current wording
The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the nine months ended March 31, 2026 and 2025:
Previous wording
Operating partner commissions increased $2.2 million, or 5.8%, to $40.3 million for the six months ended December 31, 2025. The increase in commissions is primarily due to an increase of adjusted gross profit generated from our strategic operating partners, partially offset by the conversions of strategic operating partners to Company-owned locations who earned commissions in the comparable prior year period. As a percentage of adjusted gross profit, operating partner commissions increased 127 basis points to 32.8% from 31.5% for the six months ended December 31, 2025 and 2024, respectively, as a result of a higher mix of adjusted gross profit generated from strategic operating partners compared to Company-owned locations due to the project charter revenues in the prior year period.
Current wording
Operating partner commissions increased $2.1 million, or 3.6%, to $59.4 million for the nine months ended March 31, 2026. The increase in commissions is primarily due to a change in gross profit product mix generated from our strategic operating partners, partially offset by the conversions of strategic operating partners to Company-owned locations who earned commissions in the comparable prior year period. As a percentage of adjusted gross profit, operating partner commissions increased 113 basis points to 33.2% from 32.0% for the nine months ended March 31, 2026 and 2025, respectively, as a result of a higher mix of adjusted gross profit generated from strategic operating partners compared to Company-owned locations due to the project charter revenues in the prior year period.
Previous wording
Personnel costs increased $5.0 million, or 12.7%, to $44.2 million for the six months ended December 31, 2025. The increase is primarily due to an increase in headcount from acquisitions in the current and prior year and the share-based compensation expense in the current period compared to a benefit in the prior year period, offset by decreases in sales commissions and bonus expenses. As a percentage of adjusted gross profit, personnel costs increased 351 basis points to 35.9% from 32.4% for the six months ended December 31, 2025 and 2024, respectively.
Current wording
Personnel costs increased $6.0 million, or 10.1%, to $65.6 million for the nine months ended March 31, 2026. The increase is primarily due to an increase in headcount from acquisitions in the current and prior year and the share-based compensation expense in the current period compared to a benefit in the prior year period. As a percentage of adjusted gross profit, personnel costs increased 331 basis points to 36.6% from 33.3% for the nine months ended March 31, 2026 and 2025, respectively.
Previous wording
SG&A expenses decreased $0.6 million, or 2.9%, to $21.7 million for the six months ended December 31, 2025. The decrease is primarily due to $1.1 million of lease termination costs in the prior year period due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, lower travel and entertainment, and lower professional service fees, partially offset by an increase to the allowance for credit losses and facilities costs from acquisitions. As a percentage of adjusted gross profit, SG&A decreased 83 basis points to 17.6% from 18.5% for the six months ended December 31, 2025 and 2024, respectively.
Current wording
SG&A expenses decreased $1.4 million, or 4.1%, to $30.9 million for the nine months ended March 31, 2026. The decrease is primarily due to $1.1 million of lease termination costs in the prior year period due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, lower technology spending by consolidating transportation management systems, and lower travel and entertainment costs, partially offset by an increase to the allowance for credit losses and professional service fees. As a percentage of adjusted gross profit, SG&A decreased 76 basis points to 17.3% from 18.0% for the nine months ended March 31, 2026 and 2025, respectively.
Previous wording
Depreciation and amortization costs decreased $2.7 million, or 27.9%, to $7.1 million for the six months ended December 31, 2025. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangibles from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 237 basis points to 5.8% from 8.1% for the six months ended December 31, 2025 and 2024, respectively.
Current wording
Depreciation and amortization costs decreased $4.1 million, or 27.6%, to $10.7 million for the nine months ended March 31, 2026. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangibles from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 228 basis points to 6.0% from 8.3% for the nine months ended March 31, 2026 and 2025, respectively.
Previous wording
Our decrease in net income is driven principally by increased operating partner commissions and personnel costs, partially offset by decreases to depreciation and amortization and income tax expense compared to the comparable prior year period.
Current wording
Our decrease in net income is driven principally by increased operating partner commissions and personnel costs, partially offset by a gain in fair value of contingent consideration and decreases to depreciation and amortization expense compared to the comparable prior year period.
Previous wording
The following table provides a reconciliation for the six months ended December 31, 2025 and 2024 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:
Current wording
The following table provides a reconciliation for the nine months ended March 31, 2026 and 2025 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:
Previous wording
Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of December 31, 2025, we have $31.9 million in unrestricted cash and cash equivalents on hand available for working capital and general corporate purposes.
Current wording
Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of March 31, 2026, we have $39.7 million in unrestricted cash and cash equivalents on hand available for working capital and general corporate purposes.
Previous wording
Net cash provided by operating activities was $14.8 million and $15.9 million for the six months ended December 31, 2025 and 2024, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in accounts receivable, prepaid expenses, accounts payable, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the six months ended December 31, 2025 decreased by $1.1 million, compared with the same period in fiscal year 2025, primarily due to decreased net income, offset by net changes in operating assets and liabilities.
Current wording
Net cash provided by operating activities was $29.4 million and $10.2 million for the nine months ended March 31, 2026 and 2025, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in fair value of contingent consideration, accounts receivable, prepaid expenses, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the nine months ended March 31, 2026 increased by $19.2 million, compared with the same period in fiscal year 2025, primarily due to decreased net income, offset by net changes in operating assets and liabilities.
Previous wording
Net cash used for investing activities was $6.9 million and $19.4 million for the six months ended December 31, 2025 and 2024, respectively. Cash paid for acquisitions were $5.2 million and $15.9 million for the six months ended December 31, 2025 and 2024, respectively. Cash paid for purchases of property, technology, and equipment were $2.2 million and $3.6 million for the six months ended December 31, 2025 and 2024, respectively. Proceeds from sale of property, technology, and equipment were $0.5 million and $0.1 million for the six months ended December 31, 2025 and 2024, respectively.
Current wording
Net cash used for investing activities was $8.1 million and $29.8 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for acquisitions were $5.2 million and $25.7 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for purchases of property, technology, and equipment were $3.5 million and $4.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from sale of property, technology, and equipment were $0.5 million and $0.1 million for the nine months ended March 31, 2026 and 2025, respectively.
Previous wording
Net cash provided by financing activities was $1.1 million and net cash used for financing activities was $1.4 million for the six months ended December 31, 2025 and 2024, respectively. Net proceeds from the Revolving Credit Facility were $10.0 million and $0.0 million for the six months ended December 31, 2025 and 2024, respectively. Repayments of notes payable and finance lease liabilities were $0.1 million and $0.4 million for the six months ended December 31, 2025 and 2024, respectively. Repurchases of common stock were $3.5 million and $0.7 million for the six months ended December 31, 2025 and 2024, respectively. Distributions to noncontrolling interest were less than $0.1 million for each of the six months ended December 31, 2025 and 2024, respectively. Proceeds from exercise of stock options were $0.3 million and $0.4 million for the six months ended December 31, 2025 and 2024, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.6 million for the six months ended December 31, 2025 and 2024, respectively.
Current wording
Net cash used for financing activities was $4.4 million and net cash provided by financing activities was $13.9 million for the nine months ended March 31, 2026 and 2025, respectively. Net proceeds from the Revolving Credit Facility were $5.0 million and $15.0 million for the nine months ended March 31, 2026 and 2025, respectively. Repayments of finance lease liabilities were $0.2 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively. Repurchases of common stock were $3.5 million and $0.7 million for the nine months ended March 31, 2026 and 2025, respectively. Distributions to noncontrolling interest were less than $0.1 million and $0.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from exercise of stock options were $0.3 million and $1.2 million for the nine months ended March 31, 2026 and 2025, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively.
Previous wording
As of December 31, 2025, borrowings outstanding on the Revolving Credit Facility were $30.0 million. The Company was in compliance with its covenants.
Current wording
As of March 31, 2026, borrowings outstanding on the Revolving Credit Facility were $25.0 million. The Company was in compliance with its covenants.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Nine months ended March 31, 2026 and 2025 (unaudited)
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Six months ended December 31, 2025 and 2024 (unaudited)