RADIANT LOGISTICS, INC
For the period ended Jun 30, 2026. Filed Sep 14, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 14, 2026
RLGT$8.89-1.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-09-15.
0001193125-25-203690
Item 1A. RISK FACTORSCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-14.
0001193125-26-390768
Item 1A. RISK FACTORSThe 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 193 previous paragraphs and 199 current paragraphs.
161 unchanged; 23 reworded; 15 added; 7 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (15)
Current report
The development and use of AI in our operations presents risks and challenges that could adversely affect our business.
Current report
We are increasingly incorporating AI, including AI agents, into our operations. AI technologies remain at a relatively early stage of development, may produce inaccurate, incomplete, or otherwise flawed outputs, may rely on third-party models and platforms that we do not control, and are subject to a rapidly evolving legal and regulatory landscape. If our AI initiatives fail to deliver the anticipated operational benefits, produce errors that affect our services or data, or expose us to new regulatory, contractual, intellectual property or cybersecurity risks, our business, results of operations and financial condition could be adversely affected.
Current report
Fuel prices have been subject to increases and shipping channels have been disrupted in response to recent geopolitical events; particularly in response to the current conflicts in the Middle East.
Current report
Our freight brokerage operations may subject us to increased liability and litigation as a result of recent legal developments.
Current report
Our freight brokerage and logistics activities expose us to potential claims arising from accidents involving third-party motor carriers transporting freight on behalf of our customers. These claims may include allegations that we negligently selected, engaged, retained or monitored a motor carrier. In May 2026, the U.S. Supreme Court's decision in Montgomery v. Caribe Transport II, LLC determined that certain state-law claims alleging negligent selection of a carrier by a freight broker are not preempted by the Federal Aviation Administration Authorization Act of 1994. Consequently, claims that previously may have been dismissed on federal preemption grounds may now proceed under applicable state law, which could increase the frequency, duration and expense of litigation involving freight brokers.
Current report
The full impact of the Montgomery decision remains uncertain, including the circumstances under which courts may impose liability on freight brokers based on their carrier selection, qualification and oversight practices. The decision could lead to increased scrutiny of our carrier selection, qualification, monitoring and safety procedures, as well as greater litigation and defense expenses and potentially higher judgments or settlements, including so-called “nuclear verdicts.” An increase in claims could also result in higher insurance premiums, greater self-insured exposure, increased deductibles or retention, or challenges in obtaining insurance at commercially reasonable rates or with sufficient coverage limits.
Current report
While we maintain insurance coverage that we believe is appropriate for our operations, claims may exceed our available coverage or fall outside the scope of our insurance policies. We may also incur additional expenses and allocate greater resources to carrier qualification, safety assessments, compliance and record keeping in response to changes in the legal and regulatory environment. Any material increase in litigation, claims or insurance-related costs, or any significant adverse development involving existing or future claims, could materially adversely affect our business, financial condition, results of operations and cash flows.
Current report
We currently maintain a $200 million revolving credit facility (the “Revolving Credit Facility”) pursuant to an Amended and Restated Credit Agreement dated as of August 7, 2026. Repayment of the Revolving Credit Facility is secured by a first-priority security interest in substantially all personal property of the Company and its subsidiaries, including, accounts receivable and the capital stock of our U.S. and Canadian subsidiaries.
Current report
The motor carriers and other third-party transportation providers we use are subject to federal, state, local, and international environmental obligations, including requirements addressing vehicle and engine emissions, fuel efficiency, alternative fuels and greenhouse gas emissions. New, more stringent, or changing obligations may increase their equipment, fuel, operational or compliance costs or reduce the availability of transportation services purchased by us.
Current report
Because we generally do not own the transportation assets used to transport goods for our customers, these costs may be passed through to us through higher transportation rates, fuel surcharges, or other fees. We may also face indirect exposure to carbon-pricing mechanisms, emissions limits, clean-fuel requirements, or similar measures through our carrier network and broader value chain. If we are unable to pass these increased costs through to our customers, or if doing so adversely affects demand for our services, our margins, competitive position, financial condition, or results of operations could be materially and adversely affected.
Current report
Customer expectations regarding GHG emissions and climate-related performance also continue to evolve. Certain customers may require emissions data, climate-related disclosures, emissions reduction commitments or low-emission transportation options as part of their procurement and supplier qualification processes. Our ability to respond may depend on the availability, quality, and comparability of data from carriers, strategic operating partners, suppliers and other third parties. Failure to satisfy these expectations, or the costs of doing so, could affect our ability to compete for or retain business and could adversely affect our reputation, operating costs, or results of operations.
Current report
Extreme weather and other climate-related events, including hurricanes, floods, wildfires, droughts, extreme heat and severe winter weather, may disrupt transportation infrastructure, ports, airports, rail networks, roads, warehouses, utilities and customer or supplier operations. Such events may reduce carrier capacity, delay or reroute shipments, increase fuel and purchased transportation costs and impair our ability to provide services to customers.
Current report
These events could result in business interruptions, service failures, cargo loss or damage, increased claims, higher insurance costs or availability, or additional expenditures for business continuity and alternative transportation arrangements. Because we depend on third-party carriers, strategic operating partners, landlords, utilities, technology providers and other business partners, events affecting those parties may adversely affect our business even when our own facilities are not directly affected. Our contingency plans and insurance coverage may not adequately protect us against all such impacts.
Current report
Legal and regulatory responses to climate change also continue to evolve and may include GHG emissions and climate-risk reporting, carbon pricing, clean-energy or clean-fuel standards and requirements relating environmental claims. Compliance with requirements applicable to us may require additional data collection and validation, internal systems and controls, external advisors or assurance and expanded disclosures. Requirements and expectations may vary across jurisdictions and change over time, and the availability and reliability of third-party information may affect our ability to calculate, verify, or report value-chain emissions accurately and consistently.
Current report
We may incur additional costs and management burden in determining and complying with applicable climate-related obligations or responding to expectations from customers, investors, lenders and other business partners. We may also face reputational or other risks if our actual performance differs from publicly disclosed goals, methodologies or data are subsequently revised, or stakeholders challenge the accuracy or adequacy of our environmental disclosures.
Removed paragraphs (7)
Previous report
We currently maintain a $200 million revolving credit facility (the “Revolving Credit Facility”) with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N.A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”), pursuant to a Credit Agreement dated as of August 5, 2022. Repayment of the foregoing credit facility is secured by our assets and the assets of our subsidiaries, including, without limitation, all of the capital stock of our subsidiaries.
Previous report
During the second calendar quarter of 2025, the global forwarding market experienced significant policy shifts, volatile demand, and increasing capacity challenges, as the U.S. announced certain new tariffs on a significant portion of all imported goods along with higher reciprocal tariffs on goods imported from certain countries. This move prompted several nations to impose their own retaliatory tariffs on U.S. imports. This unprecedented wave of uncertainty and volatility in financial markets may result in, among others, continued retaliatory measures on U.S. goods, an increase in the cost of shipping goods domestically and internationally, and a decline in shipping volumes. As a material portion of our volumes derives from the movement of goods into and out of our country, these trends, if they continue for more than the short-term, may have a material adverse effect on our business and results of operations.
Previous report
We previously identified material weaknesses in our internal control over financial reporting which have been remediated, and if we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
Previous report
Future and existing environmental regulatory requirements could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. While we are generally not directly exposed to carbon taxes, we may face indirect cost exposure through our carrier network or value chain. If these costs cannot be passed through to our customers, our business could be materially and adversely affected. Even without new legislation, increased customer and investor scrutiny of GHG emissions from transportation carriers may affect purchasing decisions, reputations, and customer expectations. This could shift demand toward lower-emission logistics solutions or more localized supply chains, potentially reducing demand for our services.
Previous report
Risks associated with climate change are subject to increasing regulatory and market focus. Physical risks may lead to more frequent and severe natural disasters—such as hurricanes, wildfires, droughts, and flooding—which could result in business interruptions, increased costs, higher insurance premiums, and reputational or operational impacts. In some cases, however, such events may also create business opportunities for Radiant, including emergency logistics and government-chartered response services.
Previous report
Increased concern over climate change could result in new or expanded legal and regulatory requirements designed to mitigate emissions—such as carbon pricing, clean energy standards, or reporting mandates. Although federal climate disclosure rules (e.g., the SEC’s final rule) have been abandoned, state-level laws like California’s SB 253 and SB 261 will begin requiring GHG disclosures and climate risk assessments in 2026. International rules such as the EU’s Corporate Sustainability Reporting Directive and Canada’s climate disclosure mandates may also affect Radiant directly or through customers and partners.
Previous report
Emerging customer requirements are placing greater emphasis on fuel-efficient and intermodal transportation solutions, renewable energy procurement, and enhanced transparency around emissions in supply chains. These customer demands may affect bid competitiveness or supplier qualification. Costs associated with responding to such procurement criteria could impact our operations or operating results if not managed effectively.
Reworded paragraphs (23)
Previous wording
We sell our services through Company-owned locations operating under the Radiant brands and through a network of independently owned strategic operating partners throughout North America operating under the Airgroup, Adcom, DBA, and Service by Air brands. For the fiscal years ended June 30, 2025 and 2024, approximately 42% and 50% of our consolidated adjusted gross profit (this is a non-U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see further discussion and reconciliation to a GAAP measure in Item 7) was derived through our strategic operating partners. We believe our strategic operating partners will remain a critical component to our success for the foreseeable future. Although the terms of our strategic operating partner agreements vary widely, they generally cover the manner and amount of payments, the services to be performed, the length of the contract, and provide us with certain protections such as strategic operating partner-funded reserves against potential bad debts, indemnification obligations, and in certain instances include a personal guaranty of the independent owner(s) of the strategic operating partners. Certain of our strategic operating partner agreements are for defined terms, while others are subject to “evergreen” terms, or contain automatic renewal provisions or are at-will on a month-to-month basis. Regardless of the stated term, in most situations the agreements can be terminated by the strategic operating partner with applicable contractual notice. As certain agreements expire, there can be no assurance that we will be able to enter into new agreements that provide for the same terms and economics as those previously agreed upon, if at all. Thus, we are subject to the risk of strategic operating partner terminations and the failure or refusal of certain of our strategic operating partners to renew their existing agreements. This risk is often accentuated upon the acquisition of a new agency-based network. We have a number of customers and strategic operating partner locations with significant volume and stature; however, no single customer or strategic operating partner location represents more than 10% of our consolidated revenue. We cannot be certain that we will be able to maintain and expand our existing strategic operating partner relationships or enter into new strategic operating partner relationships, or that new or renewed strategic operating partner relationships will be available on commercially reasonable terms. If we are unable to maintain and expand our existing strategic operating partner relationships, renew existing strategic operating partner relationships, or enter into new strategic operating partner relationships, we may lose customers, customer introductions and co-marketing benefits, and our operating results may be negatively impacted. We may also be restricted from growing in certain territories or with certain customers, except through our strategic operating partners.
Current wording
We sell our services through Company-owned locations operating under the Radiant brands and through a network of independently owned strategic operating partners throughout North America operating under the Airgroup, Adcom, DBA, and Service by Air brands. For both fiscal years ended June 30, 2026 and 2025, approximately 42% of our consolidated adjusted gross profit (this is a non-U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see further discussion and reconciliation to a GAAP measure in Item 7) was derived through our strategic operating partners. We believe our strategic operating partners will remain a critical component to our success for the foreseeable future. Although the terms of our strategic operating partner agreements vary widely, they generally cover the manner and amount of payments, the services to be performed, the length of the contract, and provide us with certain protections such as strategic operating partner-funded reserves against potential bad debts, indemnification obligations, and in certain instances include a personal guaranty of the independent owner(s) of the strategic operating partners. Certain of our strategic operating partner agreements are for defined terms, while others are subject to “evergreen” terms, or contain automatic renewal provisions or are at-will on a month-to-month basis. Regardless of the stated term, in most situations the agreements can be terminated by the strategic operating partner with applicable contractual notice. As certain agreements expire, there can be no assurance that we will be able to enter into new agreements that provide for the same terms and economics as those previously agreed upon, if at all. Thus, we are subject to the risk of strategic operating partner terminations and the failure or refusal of certain of our strategic operating partners to renew their existing agreements. This risk is often accentuated upon the acquisition of a new agency-based network. We have a number of customers and strategic operating partner locations with significant volume and stature; however, no single customer or strategic operating partner location represents more than 10% of our consolidated revenue. We cannot be certain that we will be able to maintain and expand our existing strategic operating partner relationships or enter into new strategic operating partner relationships, or that new or renewed strategic operating partner relationships will be available on commercially reasonable terms. If we are unable to maintain and expand our existing strategic operating partner relationships, renew existing strategic operating partner relationships, or enter into new strategic operating partner relationships, we may lose customers, customer introductions and co-marketing benefits, and our operating results may be negatively impacted. We may also be restricted from growing in certain territories or with certain customers, except through our strategic operating partners.
Previous wording
We derive a substantial portion of our revenue pursuant to agreements with strategic operating partners operating under our various brands. Under these agreements, each individual strategic operating partner is responsible for some or all of the collection of amounts due from customers being serviced by such strategic operating partner. Certain of our strategic operating partners are required to maintain a security deposit with us to be used to fund those customer accounts ultimately not collected by us. We charge each of the strategic operating partners for any accounts receivable aged beyond 90 days. If the strategic operating partner’s deposit with us has been depleted, an amount will be owed to us by our strategic operating partner. Based on legacy contracts assumed upon acquisition, some strategic operating partners are not required to maintain a security deposit, however, they are still responsible for deficits and their strategic operating partner agreements provide that we may withhold all or a portion of future commissions payable to the strategic operating partner in satisfaction of any deficit. As of June 30, 2025, approximately $1.3 million was owed to us by our strategic operating partners. To the extent any of these strategic operating partners cease operations or are otherwise unable to replenish these deficit accounts, we would be at risk of loss for any such amount. We include such amounts in the allowance for credit losses when it is probable the amounts owed will not be collected.
Current wording
We derive a substantial portion of our revenue pursuant to agreements with strategic operating partners operating under our various brands. Under these agreements, each individual strategic operating partner is responsible for some or all of the collection of amounts due from customers being serviced by such strategic operating partner. Certain of our strategic operating partners are required to maintain a security deposit with us to be used to fund those customer accounts ultimately not collected by us. We charge each of the strategic operating partners for any accounts receivable aged beyond 90 days. If the strategic operating partner’s deposit with us has been depleted, an amount will be owed to us by our strategic operating partner. Based on legacy contracts assumed upon acquisition, some strategic operating partners are not required to maintain a security deposit, however, they are still responsible for deficits and their strategic operating partner agreements provide that we may withhold all or a portion of future commissions payable to the strategic operating partner in satisfaction of any deficit. As of June 30, 2026, approximately $1.8 million was owed to us by our strategic operating partners. To the extent any of these strategic operating partners cease operations or are otherwise unable to replenish these deficit accounts, we would be at risk of loss for any such amount. We include such amounts in the allowance for credit losses when it is probable the amounts owed will not be collected.
Previous wording
We have been and may in the future be subject to cybersecurity attacks and other intentional hacking. For example, as previously disclosed, on December 8, 2021, we detected a ransomware incident impacting certain of our operational and information technology systems. On or about March 14, 2024, through our information technology systems monitoring tools, we detected what was determined to be the initial stages of a cybersecurity incident related to our Canadian operations. Even though in both instances, we recovered our systems and returned our operations to full functionality, the incident did result in a modest loss of revenue as well as certain incremental costs. Any failure to design or maintain our information technology systems so that they can prevent, or at least identify and address such cybersecurity risks could result in corruption or loss of our data, service interruptions, operational difficulties, loss of revenues or market share, liability to customers or others for any potential loss of Personal Identifiable Information, diversion of resources, injury to our reputation and increased service and maintenance costs. Addressing such issues could prove to be impossible or very costly and responding to resulting claims or liability could similarly involve substantial cost. Additionally, the insurance coverage we have in place may not apply to particular loss or it may not be sufficient to cover all liabilities to which we may be subject.
Current wording
We have been and may in the future be subject to cybersecurity attacks and other intentional hacking. While we have experienced cybersecurity events in the past, those incidents have been fully investigated, remediated, and resolved, and did not have a material effect on our business strategy, results of operations, or financial condition. Any failure to design or maintain our information technology systems so that they can prevent or at least identify and address such cybersecurity risks could result in corruption or loss of our data, service interruptions, operational difficulties, loss of revenues or market share, liability to customers or others for any potential loss of Personal Identifiable Information, diversion of resources, injury to our reputation and increased service and maintenance costs. Addressing such issues could prove to be impossible or very costly and responding to resulting claims or liability could similarly involve substantial cost. Additionally, the insurance coverage we have in place may not apply to particular loss or it may not be sufficient to cover all liabilities to which we may be subject.
Previous wording
We rely on commercial airfreight carriers and air charter operators, ocean freight carriers, trucking companies, major U.S. railroads, other transportation companies, draymen and longshoremen for the movement of our customers’ cargo. Consequently, our ability to provide services for our customers could be adversely impacted by, among other things: shortages in available cargo capacity; changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service, increases in the cost of fuel, taxes, and labor, changes in the financial stability or operating capabilities of carriers, and other factors not within our control. Reductions in trucking, airfreight, or ocean freight capacity could negatively impact our yields. Material interruptions in service or stoppages in transportation, whether caused by supply chain irregularities, strike, work stoppage, lock-out, slowdown, other supply chain issues or otherwise, could adversely impact our business, results of operations and financial condition.
Current wording
We rely on commercial airfreight carriers and air charter operators, ocean freight carriers, trucking companies, major U.S. railroads, other transportation companies, draymen and longshoremen for the movement of our customers’ cargo. Consequently, our ability to provide services for our customers could be adversely impacted by, among other things: shortages in available cargo capacity; changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service, increases in the cost of fuel, taxes, and labor, changes in the financial stability or operating capabilities of carriers, and other factors not within our control. Reductions in trucking, airfreight, or ocean freight capacity could negatively impact our margins. Material interruptions in service or stoppages in transportation, whether caused by supply chain irregularities, strike, work stoppage, lock-out, slowdown, other supply chain issues or otherwise, could adversely impact our business, results of operations and financial condition.
Previous wording
We have increased, and intend to further increase, our revenue through organic growth, adding strategic operating partners, and acquisitions. We believe that certain of our costs, such as those related to information technology, physical locations, senior management, and sales and general operations, and excluding non-cash amortization, should grow more slowly than our adjusted gross profit, which would lead to improved cash flow margins over time. Historically, our cash flow margins have fluctuated, and have not always improved as we have grown. To the extent we fail to manage our costs, including purchased transportation, strategic operating partner commissions, personnel expenses, and sales and general expenses, our profitability may not improve or may decrease. This could adversely impact our business, results of operation, financial condition, and the trading price of our common stock.
Current wording
We have increased, and intend to further increase, our revenue through organic growth, adding strategic operating partners, and acquisitions. We believe that certain of our costs, such as those related to information technology, physical locations, senior management, and sales and general operations, and excluding non-cash amortization, should grow more slowly than our adjusted gross profit, which would lead to improved cash flow margins over time. Historically, our cash flow margins have fluctuated, and have not always improved as we have grown. To the extent we fail to manage our costs, including purchased transportation, strategic operating partner commissions, personnel expenses, and sales and general expenses, our profitability may not improve or may decrease. This could adversely impact our business, results of operations, financial condition, and the trading price of our common stock.
Previous wording
Economic recessions and other factors that reduce freight volumes could have a material adverse impact on our business.
Current wording
Economic recessions, global unrest, and other factors that reduce freight volumes could have a material adverse impact on our business.
Previous wording
The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recessions, downturns in business cycles of our customers, interest rate fluctuations, inflation pressures, and other economic factors beyond our control. Deterioration in the economic environment subjects our business to various risks that may have a material impact on our operating results and cause us to not reach our long-term growth goals, and which may include the following:
Current wording
The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recessions, downturns in business cycles of our customers, interest rate fluctuations, inflation pressures, geopolitical events, and other economic factors beyond our control. Deterioration in the economic environment subjects our business to various risks that may have a material impact on our operating results and cause us to not reach our long-term growth goals, and which may include the following:
Previous wording
Carriers can be expected to charge higher prices if market conditions warrant, including increased costs of fuel, labor shortages, increased shipping times due to supply chain disruptions. Our adjusted gross profit and income from operations may decrease if we are unable to increase our pricing to our customers. Increased demand for truckload services and pending changes in regulations may reduce available capacity and increase carrier pricing.
Current wording
Carriers can be expected to charge higher prices if market conditions warrant, including as a result of increased fuel costs, labor shortages, and longer shipping times caused by supply chain disruptions. Our adjusted gross profit and income from operations may decrease if we are unable to increase our pricing to our customers. Increased demand for truckload services and pending changes in regulations may reduce available capacity and increase carrier pricing.
Previous wording
Our failure to comply with, or the costs of complying with, government regulation could negatively affect our results of operation.
Current wording
Our failure to comply with, or the costs of complying with, government regulation could negatively affect our results of operations.
Previous wording
We use both internally developed and purchased technology in conducting our business. Whether internally developed or purchased, it is possible that the user of these technologies could be claimed to infringe upon or violate the intellectual property rights of third-parties. In the event that a claim is made against us by a third-party for the infringement of intellectual property rights, any settlement or adverse judgment against us either in the form of increased costs of licensing or a cease and desist order in using the technology could have an adverse effect on us and our results of operations.
Current wording
We use both internally developed and purchased technology in conducting our business. Whether internally developed or purchased, it is possible that the use of these technologies could be claimed to infringe upon or violate the intellectual property rights of third-parties. In the event that a claim is made against us by a third-party for the infringement of intellectual property rights, any settlement or adverse judgment against us either in the form of increased costs of licensing or a cease and desist order in using the technology could have an adverse effect on us and our results of operations.
Previous wording
We intend to grow rapidly and substantially, including by expanding our internal resources, by making acquisitions and entering into new markets. We may experience difficulties and higher-than-expected expenses in executing this strategy as a result of unfamiliarity with new markets and change in revenue and business models.
Current wording
We seek to grow our operations, including by expanding our internal resources, by making acquisitions and entering into new markets. We may experience difficulties and higher-than-expected expenses in executing this strategy as a result of unfamiliarity with new markets and change in revenue and business models.
Previous wording
The Revolving Credit Facility includes a $75 million accordion feature to support future acquisition opportunities. For general borrowings under the Revolving Credit Facility, the Company is subject to the maximum consolidated leverage ratio of 3.00 and minimum consolidated interest coverage ratio of 3.00. Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock.
Current wording
The Revolving Credit Facility includes a $100 million accordion feature to support future acquisition opportunities. For general borrowings under the Revolving Credit Facility, the Company is subject to the maximum consolidated net leverage ratio of 3.00 and minimum consolidated interest coverage ratio of 3.00. Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock.
Previous wording
Our compliance with the financial covenants of our credit facility is particularly important given the materiality of such facility to our day-to-day operations and overall acquisition strategy. If we fail to comply with these covenants and are unable to secure a waiver or other relief, our financial condition would be materially weakened and our ability to fund day-to-day operations would be materially and adversely affected. Accordingly, we employ EBITDA and adjusted EBITDA as management tools to measure our historical financial performance and as a benchmark for future financial flexibility.
Current wording
Our compliance with the financial covenants of our Revolving Credit Facility is particularly important given the materiality of such facility to our day-to-day operations and overall acquisition strategy. If we fail to comply with these covenants and are unable to secure a waiver or other relief, our financial condition would be materially weakened and our ability to fund day-to-day operations would be materially and adversely affected. Accordingly, we employ EBITDA and adjusted EBITDA as management tools to measure our historical financial performance and as a benchmark for future financial flexibility.
Previous wording
Although as of June 30, 2025, we only had $20.0 million of indebtedness outstanding under our Revolving Credit Facility, we may in the future incur substantial indebtedness, if needed to support our operations, to support our growth strategy, or for whatever other purpose is deemed necessary or appropriate at the time. If incurred, substantial indebtedness could have adverse consequences, such as:
Current wording
As of June 30, 2026, we had $25.0 million of indebtedness outstanding under our Revolving Credit Facility. In the future, we may incur substantial indebtedness if needed to support our operations, our growth strategy, or for whatever other purpose is deemed necessary or appropriate at the time. If incurred, substantial indebtedness could have adverse consequences, such as:
Previous wording
We provide services to customers engaged in international commerce and intend to grow our international business in the coming years. For the fiscal years ended June 30, 2025 and 2024, international services accounted for 45% and 40% of our adjusted gross profit, respectively. International services is defined as any shipment with an initiation or destination point outside of the United States. All factors that affect international trade have the potential to expand or contract our international business and impact our operating results. For example, international trade is influenced by, among other things:
Current wording
We provide services to customers engaged in international commerce and intend to grow our international business in the coming years. For the fiscal years ended June 30, 2026 and 2025, international services accounted for 46% and 45% of our adjusted gross profit, respectively. International services is defined as any shipment with an initiation or destination point outside of the United States. All factors that affect international trade have the potential to expand or contract our international business and impact our operating results. For example, international trade is influenced by, among other things:
Previous wording
wars, strikes, civil unrest, acts of terrorism, and other conflicts, such as the conflict that has led to the imposition of economic sanctions by the United States and the European Union (“EU”) against Russia;
Current wording
wars, strikes, civil unrest, acts of terrorism, and other conflicts, such as the conflict that has led to the imposition of economic sanctions by the United States and the European Union (“EU”) against Russia, and more recently, the global unrest stemming from conflicts in the Middle East.
Previous wording
We generate a significant portion of revenues from our international operations, including a substantial amount in Canada. For the fiscal years ended June 30, 2025 and 2024, international services accounted for 45% and 40% of our adjusted gross profit, respectively. Revenue from our international operations may increase in recognition of our acquisition of a controlling interest in a Mexican logistics business effective September 1, 2025. Our international operations are sensitive to currency exchange risks. We have currency exposure arising from both sales and purchases denominated in foreign currencies, as well as intercompany transactions. Significant changes in exchange rates between foreign currencies in which we transact business and the U.S. dollar may adversely affect our results of operations and financial condition. Historically, we have not entered into any hedging activities, and, to the extent that we continue not to do so in the future, we may be vulnerable to the effects of currency exchange rate fluctuations.
Current wording
We generate a significant portion of revenues from our international operations, including a substantial amount in Canada. For the fiscal years ended June 30, 2026 and 2025, international services accounted for 46% and 45% of our adjusted gross profit, respectively. Revenue from our international operations may increase in recognition of our acquisition of a controlling interest in a Mexican logistics business effective September 1, 2025. Our international operations are sensitive to currency exchange risks. We have currency exposure arising from both sales and purchases denominated in foreign currencies, as well as intercompany transactions. Significant changes in exchange rates between foreign currencies in which we transact business and the U.S. dollar may adversely affect our results of operations and financial condition. Currently, we have not entered into any foreign currency hedging arrangements, and, to the extent that we continue not to do so, we may be vulnerable to the effects of currency exchange rate fluctuations.
Previous wording
The imposition of further tariffs by the U.S. and retaliatory trade measures taken by other countries in response to tariffs imposed by the U.S. could cause freight volumes to decline further and/or for greater lengths of time, which could adversely affect our results of operations. The impact of these trade measures on our business operations and financial results remains uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope, or nature of such trade measures, and our ability to execute strategies to mitigate the negative impacts.
Current wording
The imposition of new or increased tariffs by the U.S. and retaliatory trade measures taken by other countries in response, could reduce freight volumes, disrupt established trade lanes, and increase costs for our customers, which could adversely affect our results of operations. Since early 2025, U.S. trade policy has been subject to frequent and substantial change. As a material portion of our volumes derives from the movement of goods into and out of the United States, these trends, if they continue for more than the short-term, may have a material adverse effect on our business and results of operations. The impact of these trade measures on our business operations and financial results remains uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope, or nature of such trade measures, and our ability to execute strategies to mitigate the negative impacts.
Previous wording
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. For example, in the course of preparing our financial statements for fiscal 2021, fiscal 2022, fiscal 2023, and fiscal 2024, we identified a material weakness in our internal control over financial reporting regarding the lack of effective internal control over the recording and processing of revenue. To address this material weakness, we made changes to our internal control framework and controls, as set forth in further detail in Part II, Item 9A “Controls and Procedures” and remediated this material weakness.
Current wording
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. For example, in the course of preparing our financial statements for fiscal 2021, fiscal 2022, fiscal 2023, and fiscal 2024, we identified a material weakness in our internal control over financial reporting regarding the lack of effective internal control over the recording and processing of revenue which material weakness was not remediated until our financial statements for the year ended June 30, 2025. To address this material weakness, we made changes to our internal control framework and controls, as set forth in further detail in Part II, Item 9A “Controls and Procedures” and remediated this material weakness.
Previous wording
The motor carriers we contract with are subject to increasingly restrictive environmental regulations, including those targeting greenhouse gas emissions and climate change, which may increase their operating costs and could directly or indirectly have a material adverse effect on our business.
Current wording
The motor carriers and other transportation providers we contract with are subject to environmental and climate-related regulations that may increase their operating costs and could directly or indirectly have a material adverse effect on our business.
Previous wording
We are permitted to make additional acquisitions without the consent of the lenders only if certain conditions are satisfied. These conditions include the following: (i) no default shall have occurred or would result from such acquisition, (ii) the property acquired is used or useful in the same or a similar line of business, (iii) in the case of an acquisition of the equity interests, the board of directors of the target business shall have duly approved such Acquisition, (iv) we shall be in compliance with the financial covenants after giving effect to such acquisition and the consolidated leverage ratio shall be less than 3.25 to 1.00 for acquisitions valued above $25 million and 2.75 to 1.00 for any other acquisitions, (v) the representations and warranties made by us in each loan document shall be true and correct, (vi) if such transaction involves the purchase of an interest in a partnership between us as a general partner and entities unaffiliated with the borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the Company newly formed for the sole purpose of effecting such transaction, and (vii) immediately after giving effect to such acquisition, there shall be at least $25 million of availability under the Revolving Credit Facility.
Current wording
We are permitted to make additional acquisitions without the consent of the lenders only if certain conditions are satisfied. These conditions include the following: (i) no default shall have occurred or would result from such acquisition, (ii) the property acquired is used or useful in the same or a similar line of business, (iii) in the case of an acquisition of the equity interests, the board of directors of the target business shall have duly approved such Acquisition, (iv) we shall be in compliance with the financial covenants after giving effect to such acquisition and the consolidated net leverage ratio shall be less than 3.25 to 1.00 for acquisitions valued above $25 million and 2.75 to 1.00 for any other acquisitions, (v) the representations and warranties made by us in each loan document shall be true and correct, (vi) if such transaction involves the purchase of an interest in a partnership between us as a general partner and entities unaffiliated with the borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the Company newly formed for the sole purpose of effecting such transaction, and (vii) immediately after giving effect to such acquisition, there shall be at least $25 million of availability under the Revolving Credit Facility.
Previous wording
Under applicable SEC rules, our Founder, Chairman and Chief Executive Officer, Bohn H. Crain, beneficially owns approximately 20% of our outstanding common stock as of June 30, 2025. Accordingly, Mr. Crain can exert substantial influence over our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders. Further, this concentration of share ownership may adversely affect the trading price for our common stock because investors may perceive disadvantages in owning stock in companies with concentrated stockholders.
Current wording
Under applicable SEC rules, our Founder, Chairman and Chief Executive Officer, Bohn H. Crain, beneficially owns approximately 20% of our outstanding common stock as of June 30, 2026. Accordingly, Mr. Crain can exert substantial influence over our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders. Further, this concentration of share ownership may adversely affect the trading price for our common stock because investors may perceive disadvantages in owning stock in companies with concentrated stockholders.
Previous wording
The exercise or conversion of our outstanding options, or other convertible securities or any derivative securities we issue in the future will result in the dilution of the ownership interests of our existing stockholders and may create downward pressure on the trading price of our common stock. We are currently authorized to issue 100 million shares of common stock. As of September 8, 2025, we had 47,143,178 outstanding shares of common stock. As of September 8, 2025, we may in the future issue up to 1,753,057 additional shares of our common stock upon exercise of outstanding stock options and vesting of restricted stock units.
Current wording
The exercise or conversion of our outstanding options, or other convertible securities or any derivative securities we issue in the future will result in the dilution of the ownership interests of our existing stockholders and may create downward pressure on the trading price of our common stock. We are currently authorized to issue 100 million shares of common stock. As of September 8, 2026, we had 46,894,270 outstanding shares of common stock. As of September 8, 2026, we may in the future issue up to 1,719,722 additional shares of our common stock upon exercise of outstanding stock options and vesting of restricted stock units.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Comparisons of our operating results from period to period are not necessarily meaningful and should not be relied upon as an indicator of future performance.
Previous report — wording carried elsewhere
Our operating results have fluctuated in the past and likely will continue to fluctuate in the future because of a variety of factors, many of which are beyond our control including inflationary pressures and supply chain disruptions. A substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to economic trends, such as inflation, supply chain irregularities, the impacts of tariffs on international trade, and consumer demand that can be difficult to predict or are based on just-in-time production schedules. Because our quarterly revenues and operating results vary significantly, comparisons of our results from period to period are not necessarily meaningful and should not be relied upon as an indicator of future performance. Additionally, the timing of acquisitions, as well as the revenue and expenses of the acquired operations, the transaction expenses, amortization of intangible assets, and interest expense associated with acquisitions can make our operating results from period to period difficult to compare. Accordingly, there can be no assurance that our historical operating patterns will continue in future periods or that comparisons to prior periods will be meaningful.