Radiant(RLGT) - 2025 Q4 - Annual Report

Cautionary Statement About Forward-Looking Statements This section highlights that the report contains forward-looking statements subject to various known and unknown risks and uncertainties - The report contains forward-looking statements related to future events, business, financial performance, and condition, which are not guarantees and are subject to known and unknown risks, uncertainties, and assumptions[11] - Actual results may differ materially due to factors such as relationships with strategic operating partners, acquisition integration, transportation costs, macroeconomic factors, cyber incidents, and internal control over financial reporting[11] PART I This part provides a comprehensive overview of the company's business, including its operations, strategies, competitive landscape, and risk factors Business Overview Radiant Logistics, Inc. operates as a leading non-asset-based third-party logistics (3PL) company, providing technology-enabled global transportation and value-added logistics services primarily in the United States and Canada Competitive Strengths The company's strengths include a non-asset-based model, strong partner support, diverse customer base, and advanced information technology - Operates a non-asset-based business model, minimizing fixed operating costs, offering competitive pricing, flexible solutions, and strong cash flow characteristics[19] - Provides significant advantages to strategic operating partners, including operating authority, technology, sales/marketing support, working capital access, and global brand recognition[20] - Maintains a diverse customer base across various industries, with no single customer or strategic operating partner representing more than 10% of consolidated revenue, reducing concentration risks[22] - Leverages advanced information technology resources for real-time shipment information, customer connectivity, centralized transportation management, and proprietary global trade management for SKU-level visibility[23] Industry Overview The highly fragmented logistics industry sees increasing demand for efficient 3PLs, with non-asset-based models offering cost-effectiveness and flexibility - The logistics industry is highly fragmented, with increasing demand for efficient and cost-effective third-party logistics providers due to businesses minimizing inventory, globalizing trade, and needing time-definite delivery[27][31] - Non-asset-based companies like Radiant Logistics are often able to serve customers less expensively and with greater flexibility than asset-based competitors[29] US and Canada 3PL Market Size | Market | Estimated Annual Size | | :----- | :-------------------- | | US & Canada 3PL | ~$336.3 billion | Growth Strategy The company aims for comprehensive multimodal transportation and logistics services through organic growth and strategic acquisitions of non-asset-based providers - The company's objective is to provide comprehensive multimodal transportation and logistics services through organic growth and strategic acquisitions of non-asset-based providers[30][33] - Since 2006, Radiant Logistics has completed 33 acquisitions, including significant additions like Wheels Group Inc. (Radiant Canada) in 2015 and Navegate, Inc. in 2021, expanding geographical and service offerings[30][32][34] - The acquisition strategy targets both third-party businesses and strategic operating partners, leveraging market fragmentation and offering liquidity or growth opportunities to smaller companies[35][36] Operating Strategy The operating strategy focuses on maximizing efficiencies through central integration and a relationship-oriented approach with customers - A key element is maximizing operational efficiencies by integrating general and administrative functions into a central back-office platform, reducing redundancies, and allowing acquired companies to focus on sales and operations growth[37] - Emphasizes a relationship-oriented approach with customers, designing solutions and identifying resources for their supply chain strategies to foster greater customer satisfaction and reduce business development expense[38] Operations The company offers diverse domestic and international freight forwarding and brokerage services, leveraging a vast carrier network as a non-asset-based provider - Offers domestic and international freight forwarding and freight brokerage services, including air, ocean, truckload, LTL, and intermodal, across North America[39] - As a non-asset-based provider, the company arranges shipments through a vast carrier network, generating gross margin from the difference between customer charges and payments to transportation providers[40] - Organized into two geographic operating segments (U.S. and Canada), providing both freight forwarding and freight brokerage capabilities, along with value-added services like MM&D, CHB, and GTM[41][45] Information Services Continuous enhancement of information systems and migration to a common platform are key, offering proprietary global trade management for SKU-level visibility - A primary business strategy component is the continuous enhancement of information systems and the migration of acquired companies and strategic operating partners to a common set of customer-facing and back-office applications[46] - Utilizes SAP TM and Cargowise for forwarding, TEDS, Megatrans, Revenova, and Profit Tools for brokerage, and Highjump for warehousing, with plans to transition to a singular SAP-based platform[47] - Offers a proprietary global trade management platform that provides SKU-level visibility from manufacturing in Asia through final delivery in the U.S., differentiating its market position[46] Sales and Marketing Services are marketed through a network of company-owned and strategic operating partner locations, leveraging collective resources for broader brand recognition - Services are primarily marketed through a network of Company-owned and strategic operating partner locations across North America, each staffed with operational employees to support sales and customer service[48] - Strategic operating partners rely on the company for operating authority, technology, sales and marketing support, access to working capital, carrier networks, and collective purchasing power, enabling broader brand recognition[48] Competition and Business Conditions The logistics business is intensely competitive and impacted by domestic and international trade volumes, economic conditions, and global events - The logistics business is directly impacted by domestic and international trade volumes, which are influenced by economic and political conditions, work stoppages, currency fluctuations, and global events[49] - The global transportation and logistics services industry is intensely competitive, with competition based on rates, service quality, scope of operations, geographic coverage, information technology, and price[50] - The company competes against asset-based and other non-asset-based third-party logistics companies, consultants, information technology vendors, and shippers' transportation departments, some of which have substantially greater financial resources[50] Regulation Interstate and international freight transportation is highly regulated, with specific agencies overseeing air, surface, and ocean forwarding, as well as customs brokerage - Interstate and international transportation of freight is highly regulated, with non-compliance potentially leading to substantial fines or revocation of operating permits[51] - Air freight forwarding is regulated by the Federal Aviation Administration and Transportation Security Administration, while surface freight forwarding is subject to the Federal Motor Carrier Safety Administration and Surface Transportation Board[52][53] - Ocean forwarding operations are regulated and licensed by the Federal Maritime Commission, and United States customs brokerage operations are subject to the licensing requirements of the Bureau of Customs and Border Protection[55][56] Environmental, Social, and Governance Initiatives (ESG) The company's ESG strategy, overseen by the Board and an ESG Steering Committee, includes expanding GHG emissions inventory, setting SBTi-aligned targets, and fostering a socially responsible culture - The Board of Directors oversees ESG-related matters, with an ESG Steering Committee and Task Force guiding strategy based on materiality assessment and International Financial Reporting Standards (IFRS) sustainability standards[59] - In 2025, the company expanded its GHG emissions inventory to include upstream and downstream Scope 3 sources, building on completed Scope 1 and 2 data, with future targets expected to align with the Science Based Targets initiative (SBTi)[60] - Ongoing strategic initiatives include annual GHG emissions inventory reporting, establishing SBTi-aligned reduction targets, engaging with suppliers, customers, and partners, and evaluating cost-effective pathways to achieve 100% renewable electricity for company-owned operations[60] - Committed to being a socially responsible employer, fostering a culture of employee engagement and inclusion, and acting as a good corporate citizen, including a long-term partnership with the American Heart Association[61] Human Capital The company is committed to fostering a positive and inclusive employee culture to create a high-performance environment - The company is committed to fostering a positive and engaging culture of employee inclusion and belonging, aiming to create a high-performance environment where all people can thrive[62] Employee Count (as of June 30, 2025) | Category | Count | | :------- | :---- | | Total Employees | 1,026 | | Full-time Employees | 988 | | Unionized Employees | 0 | Available Information SEC filings, including Annual Reports on Form 10-K, are available free of charge on the company's website and the SEC website - The company maintains a website (www.radiantdelivers.com) where SEC filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements, are posted free of charge[64] - These reports are also available free of charge on the SEC website at www.sec.gov[64](index=64&type=chunk) Risk Factors This section outlines significant risks that could materially and adversely affect Radiant Logistics' business, financial condition, or results of operations Business-Specific Risks Key business risks include dependence on strategic partners, IT system reliance, economic downturns, and foreign exchange exposure - Dependence on maintaining and expanding the existing strategic operating partner network, which contributed approximately 42% of consolidated adjusted gross profit in fiscal year 2025[67] - Reliance on information technology systems for efficient operations and growth, with risks including cybersecurity attacks, data loss, service interruptions, and the need for timely and cost-effective system enhancements[70][73] - Vulnerability to economic recessions, downturns, interest rate fluctuations, and inflation, which can reduce freight volumes, impact customer payments, and affect carrier availability[78] - Exposure to foreign exchange risk and compliance with foreign regulatory requirements due to growing international operations, which accounted for 45% of adjusted gross profit in fiscal year 2025[107][110] Acquisition Strategy Risks Acquisition risks include scarcity of targets, competition, limited financial resources, and difficulties in integrating acquired businesses - Scarcity of desirable acquisition targets and intense competition from larger, well-financed entities, potentially leading to unfavorable terms or an inability to complete acquisitions[124] - Limited financial resources for acquisitions without additional financing, which may involve issuing equity or debt, potentially diluting existing stockholders or being constrained by credit facility terms[125] - Difficulties in integrating the operations, personnel, and assets of acquired businesses, which may disrupt existing operations, divert resources, and lead to potential loss of strategic operating partners or key employees[133] Common Stock Risks Risks related to common stock include price fluctuations, anti-takeover provisions, significant insider influence, and no anticipated cash dividends - The market price of common stock may fluctuate significantly due to various factors, including variations in earnings, competitor performance, public announcements, regulatory changes, and general market conditions[141] - Provisions in the company's certificate of incorporation, bylaws, and Delaware law could deter a change in management or make a contested takeover more difficult, even if favored by a majority of stockholders[144] - The Founder, Chairman, and CEO, Bohn H. Crain, beneficially owns approximately 20% of outstanding common stock, allowing him to exert substantial influence over management and matters requiring stockholder approval[146] - The company does not anticipate paying cash dividends on its common stock in the foreseeable future, and its ability to pay dividends is further limited by the terms of its credit facility[152] Unresolved Staff Comments This item indicates that there are no unresolved staff comments from the SEC - Not Applicable[154] Cybersecurity Cybersecurity, data privacy, and data protection are critical to Radiant Logistics' business, with processes integrated into overall risk management and board oversight - Cybersecurity, data privacy, and data protection are critical to the business, with processes for assessing, identifying, and managing material risks integrated into overall risk management[155][156] - The cybersecurity program is structured around strategy, execution, management, oversight, and user training, guided by the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF)[157] - The company utilizes a Network Operations and Security Center (NOSC) for 24x7 endpoint monitoring and engages third-party cybersecurity service providers to assess and enhance its practices and assist with system protection[159][160] - Management, led by the Chief Technology Officer (CTO), is responsible for day-to-day cybersecurity risk management, with regular reporting to the Audit and Executive Oversight Committee (AEOC)[163] - The Board of Directors, through the AEOC, provides risk management oversight for the cybersecurity program, reviewing controls, security, and contingency plans[164][165] - The company experienced two cyber incidents (December 2021 ransomware and March 2024 Canadian subsidiary breach) which caused operational disruptions but systems were restored, leading to enhanced security measures[169] Properties Radiant Logistics' principal executive offices are in Renton, Washington, with over 100 leased operating locations across North America and internationally - The company's principal executive offices are located in Renton, Washington[171] - The network comprises over 100 operating locations, including company-owned offices and warehouses in leased facilities across the United States (e.g., Long Beach, Woodridge, Miami), Canada (e.g., Surrey, Calgary, Brampton), and other international locations (Shanghai, Cebu City, Mexico City)[171][174][175] - Current offices and warehouses are believed to be adequately covered by insurance and sufficient to support operations for the foreseeable future[171] Legal Proceedings The company is subject to routine legal actions, but management is not aware of any material pending or threatened proceedings - The company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters in the ordinary course of business[172][353] - Management is not aware of any pending or threatened legal proceedings that are considered other than routine, and believes their ultimate disposition will not be material to financial position, results of operations, and liquidity[172][353] Mine Safety Disclosures This item is not applicable to Radiant Logistics, Inc. - Not applicable[173] PART II This part covers market information for common equity, management's discussion and analysis, market risk disclosures, and financial statements Market for Common Equity, Stockholder Matters & Issuer Purchases Radiant Logistics' common stock trades on the NYSE American under 'RLGT,' with 47,143,178 shares outstanding and no anticipated cash dividends - The company's common stock trades on the NYSE American under the symbol "RLGT"[177] Stockholder Information (as of September 8, 2025) | Metric | Value | | :------- | :---- | | Stockholders of Record | 64 | | Shares Outstanding | 47,143,178 | - The company has never declared or paid cash dividends on its common stock and does not anticipate doing so in the foreseeable future, with any future determination subject to board discretion and credit facility restrictions[178][152] Issuer Purchases of Equity Securities (Three months ended June 30, 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Total Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Shares Yet to Be Purchased under Plans or Programs | | :----------------- | :--------------------- | :------------------------- | :---------------------------------------------------------- | :---------------------------------------------------------- | | April 1 − 30, 2025 | 16,357 | $5.50 | 16,357 | 4,660,235 | | May 1 − 31, 2025 | — | — | — | 4,660,235 | | June 1 − 30, 2025 | — | — | — | 4,660,235 | | Total | 16,357 | $5.50 | 16,357 | 4,660,235 | Comparative Stock Performance (Investment value as of June 30, assuming $100 invested on June 30, 2020) | Index | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | :------------------------------- | :--- | :--- | :--- | :--- | :--- | :--- | | Radiant Logistics, Inc. | $100 | $176 | $189 | $171 | $145 | $155 | | Dow Jones Transportation Average | $100 | $162 | $143 | $169 | $168 | $168 | | Russell 2000 Index | $100 | $160 | $118 | $131 | $142 | $151 | RESERVED This item is reserved and contains no information - This item is reserved[184] Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) The MD&A provides an overview of Radiant Logistics' financial condition and results, detailing performance metrics, critical accounting estimates, and a comparative analysis of fiscal years 2025 and 2024 Performance Metrics Key performance indicators include transportation revenue, adjusted gross profit, EBITDA, and adjusted EBITDA, all subject to seasonal trends - The principal source of income is freight forwarding and freight brokerage services, with transportation revenue representing the total dollar value of services sold to customers[191] - Adjusted gross profit, a non-GAAP financial measure, is the primary indicator of the company's ability to source, add value, and resell services provided by third-parties, and is considered a key performance measure by management[192] - EBITDA and adjusted EBITDA, also non-GAAP measures, are used to analyze results by eliminating non-cash charges and are closely monitored for financial flexibility and investor discussions[194][195] - Operating results are subject to seasonal trends, with the first and third fiscal quarters traditionally weaker, influenced by market conditions, holiday seasons, consumer demand, and economic factors[196] Critical Accounting Estimates Key accounting estimates involve revenue recognition, fair value of acquired assets and liabilities, goodwill impairment, intangible asset amortization, and contingent consideration valuation - Key accounting estimates include revenue recognition, fair value of acquired assets and liabilities, assessment of recoverability of long-lived assets, goodwill and intangible assets, and fair value of contingent consideration[197] - Revenue recognition for transportation services is satisfied over time, based on estimated transit period, average revenue per shipment, and percentage of completion, requiring significant management judgment[198] - Goodwill is reviewed for impairment annually as of April 1st, or more frequently if circumstances indicate, using qualitative or quantitative assessments to compare fair value to carrying amount[199][273] - Definite-lived intangible assets, such as customer-related assets, trade names, licenses, and developed technology, are amortized using the straight-line method over periods of up to 15 years[200][278] - Contingent consideration for acquisitions is measured quarterly at fair value using projected future financial results and discounted with Level 3 inputs, with changes recognized in the consolidated statements of comprehensive income[202][281] Results of Operations (Fiscal Year 2025 vs. 2024) This section analyzes the company's financial performance for fiscal years 2025 and 2024, detailing changes in revenues, costs, adjusted gross profit, and operating expenses Revenues, Cost of Transportation, and Adjusted Gross Profit by Segment (FY2025 vs. FY2024) | (In thousands) | FY2025 Total | FY2024 Total | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Revenues | | | | | | Transportation | $854,385 | $753,248 | $101,137 | 13.4% | | Value-added services | $48,311 | $49,222 | $(911) | -1.8% | | Total Revenues | $902,696 | $802,470 | $100,226 | 12.5% | | Cost of transportation and other services | | | | | | Transportation | $642,997 | $544,341 | $98,656 | 18.1% | | Value-added services | $20,280 | $21,606 | $(1,326) | -6.1% | | Total Cost of Services | $663,277 | $565,947 | $97,330 | 17.2% | | Adjusted Gross Profit | | | | | | Transportation | $211,388 | $208,907 | $2,481 | 1.2% | | Value-added services | $28,031 | $27,616 | $415 | 1.5% | | Total Adjusted Gross Profit | $239,419 | $236,523 | $2,896 | 1.2% | | Adjusted Gross Profit Percentage | | | | | | Transportation | 24.7% | 27.7% | -3.0 pp | | | Value-added services | 58.0% | 56.1% | +1.9 pp | | - Transportation revenue increased by $101.2 million (13.4%) in FY2025, primarily driven by $58.5 million in project charter revenues and $57.7 million from acquisitions, though net transportation margins decreased from 27.7% to 24.7% due to lower-margin revenues[204] Consolidated Statements of Comprehensive Income Data (FY2025 vs. FY2024) | (In thousands, except per share data) | FY2025 Total | FY2024 Total | Change ($) | Change (%) | | :-------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Adjusted gross profit | $239,419 | $236,523 | $2,896 | 1.2% | | Operating partner commissions | $78,493 | $92,668 | $(14,175) | -15.3% | | Personnel costs | $81,509 | $78,212 | $3,297 | 4.2% | | Selling, general and administrative expenses | $42,471 | $38,700 | $3,771 | 9.7% | | Depreciation and amortization | $18,379 | $18,095 | $284 | 1.6% | | Change in fair value of contingent consideration | $(2,491) | $(450) | $(2,041) | 453.6% | | Total operating expenses | $218,361 | $227,225 | $(8,864) | -3.9% | | Income from operations | $21,058 | $9,298 | $11,760 | 126.5% | | Total other income | $145 | $422 | $(277) | -65.6% | | Income before income taxes | $21,203 | $9,720 | $11,483 | 118.1% | | Income tax expense | $(3,765) | $(1,523) | $(2,242) | 147.2% | | Net income | $17,438 | $8,197 | $9,241 | 112.7% | | Net income attributable to Radiant Logistics, Inc. | $17,291 | $7,685 | $9,606 | 124.9% | - Operating partner commissions decreased by $14.2 million (15.3%) due to reduced adjusted gross profit from strategic operating partners and conversions to company-owned locations[207] - Personnel costs increased by $3.3 million (4.2%) due to increased headcount from acquisitions, while Selling, General and Administrative (SG&A) expenses rose by $3.8 million (9.7%) due to higher technology spending, facilities costs, and lease termination costs[208][209] Adjusted EBITDA Reconciliation (FY2025 vs. FY2024) | (In thousands) | FY2025 Total | FY2024 Total | Change ($) | Change (%) | | :-------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Net income attributable to Radiant Logistics, Inc. | $17,291 | $7,685 | $9,606 | 124.9% | | Income tax expense | $3,765 | $1,523 | $2,242 | 147.2% | | Depreciation and amortization | $18,493 | $18,552 | $(59) | -0.3% | | Net interest expense | $39 | $(1,277) | $1,316 | -103.1% | | Share-based compensation | $(819) | $2,611 | $(3,430) | -131.4% | | Change in fair value of contingent consideration | $(2,491) | $(450) | $(2,041) | 453.6% | | Lease termination costs | $1,491 | $76 | $1,415 | 1861.8% | | Change in fair value of interest rate swap contracts | $1,032 | $1,197 | $(165) | -13.8% | | Other | $(45) | $1,243 | $(1,288) | -103.6% | | Adjusted EBITDA | $38,756 | $31,160 | $7,596 | 24.4% | | Adjusted EBITDA as a % of adjusted gross profit | 16.2% | 13.2% | +3.0 pp | | Liquidity and Capital Resources Liquidity is primarily from operating cash flow and the Revolving Credit Facility, deemed adequate for future operations, despite increased cash used for investing activities - Primary sources of liquidity are cash generated from operating activities and borrowings under the Revolving Credit Facility, which also fund capital expenditures and contractual contingent consideration obligations[217] Cash Flow Summary (FY2025 vs. FY2024) | (In thousands) | FY2025 | FY2024 | Change ($) | | :-------------------------------- | :------- | :------- | :--------- | | Net cash provided by operating activities | $13,266 | $17,255 | $(3,989) | | Net cash used for investing activities | $(33,493) | $(15,161) | $(18,332) | | Net cash provided by (used for) financing activities | $18,230 | $(10,182) | $28,412 | | Effect of exchange rate changes on cash and cash equivalents | $65 | $(100) | $165 | | Net decrease in cash and cash equivalents | $(1,932) | $(8,188) | $6,256 | | Cash and cash equivalents, end of year | $22,942 | $24,874 | $(1,932) | - Net cash used for investing activities increased significantly by $18.3 million in FY2025, primarily due to higher cash paid for acquisitions ($28.5 million in FY2025 vs. $6.8 million in FY2024)[219][260] - Net cash provided by financing activities was $18.2 million in FY2025, a substantial shift from net cash used of $10.2 million in FY2024, driven by $20.0 million in net proceeds from the Revolving Credit Facility[220][260] - As of June 30, 2025, the company had $22.9 million in unrestricted cash and cash equivalents, which, along with anticipated cash flow and financing access, is deemed adequate for funding existing operations for the next twelve months[217][221] Technology Continuous enhancement of the technology platform is a core business strategy, with increased spending planned for fiscal year 2026 to improve customer, vendor, and user tools - A primary component of the business strategy is to provide robust and advanced technology offerings to customers and operations, continuously developing and enhancing the technology platform[223] - The company expects to increase spending in fiscal year 2026 to further enhance its technology platform, focusing on customer-facing, vendor-facing, and user-facing tools and systems[223] Revolving Credit Facility The company maintains a $200 million syndicated revolving credit facility, maturing in August 2027, with $20.0 million outstanding as of June 30, 2025 - The company maintains a $200 million syndicated revolving credit facility, segregated into a $150 million USD tranche and a $50 million USD/CAD tranche, with a $75 million accordion feature for future acquisition opportunities[224] - The facility matures on August 5, 2027, is collateralized by accounts receivable and other assets, and is subject to financial covenants including a maximum consolidated net leverage ratio of 3.00 and minimum consolidated interest coverage ratio of 3.00[225][226] - As of June 30, 2025, borrowings outstanding on the Revolving Credit Facility were $20.0 million, and the company was in compliance with its covenants[227][325] Off Balance Sheet Arrangements As of June 30, 2025, the company had no material off-balance sheet arrangements or related risks - As of June 30, 2025, the company did not have any relationships with unconsolidated entities or financial partners for off-balance sheet arrangements, thus not materially exposed to related financing, liquidity, market, or credit risks[228] Recent Accounting Guidance Recent accounting guidance is discussed in Note 2 to the consolidated financial statements - Recent accounting guidance is discussed in Note 2 to the consolidated financial statements[229] Quantitative and Qualitative Disclosures About Market Risk Radiant Logistics is exposed to market risks primarily related to foreign exchange rates and interest rates, which could impact net income and interest expense - The company is exposed to market risks primarily related to foreign exchange risk, arising from sales, purchases, and intercompany transactions denominated in foreign currencies, particularly in Canada[230] - A 1.0% fluctuation in foreign exchange rates would have changed net income for the fiscal year ended June 30, 2025, by approximately $0.04 million[230] - The company is also subject to risks related to an increase in interest rates; for every $1.0 million outstanding on the Revolving Credit Facility, a 1.0% increase in interest rates would raise interest expense by approximately $0.06 million[231] Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for fiscal years 2025 and 2024, with unqualified opinions from the independent registered public accounting firm Report of Independent Registered Public Accounting Firm The independent registered public accounting firm issued unqualified opinions on both the consolidated financial statements and internal control over financial reporting - The independent registered public accounting firm issued an unqualified opinion on the consolidated financial statements for the fiscal years ended June 30, 2025 and 2024[237] - An unqualified opinion was also issued on the effectiveness of the company's internal control over financial reporting as of June 30, 2025, based on COSO criteria[237] - The audit of internal control over financial reporting excluded recently acquired Foundation Logistics & Services, LLC and Transcon Shipping Co., Inc., which constituted 3.1% of consolidated total assets and 4.0% of consolidated revenues for FY2025[241] Consolidated Balance Sheets The consolidated balance sheets show total assets increased by 15.0% to $426.8 million in FY2025, driven by goodwill and intangible asset growth from acquisitions Consolidated Balance Sheet Summary (as of June 30, 2025 vs. 2024) | (In thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :------------ | :--------- | :--------- | | Total Current Assets | $179,250 | $164,205 | $15,045 | 9.2% | | Property, technology, and equipment, net | $23,489 | $25,558 | $(2,069) | -8.1% | | Goodwill | $117,637 | $93,043 | $24,594 | 26.4% | | Intangible assets, net | $49,123 | $34,943 | $14,180 | 40.6% | | Operating lease right-of-use assets | $55,066 | $49,850 | $5,216 | 10.5% | | Total Assets | $426,774 | $371,185 | $55,589 | 15.0% | | Total Current Liabilities | $115,145 | $110,451 | $4,694 | 4.3% | | Notes payable | $20,000 | $0 | $20,000 | N/A | | Total Long-Term Liabilities | $85,544 | $51,225 | $34,319 | 67.0% | | Total Liabilities | $200,689 | $161,676 | $39,013 | 24.1% | | Total Equity | $226,085 | $209,509 | $16,576 | 7.9% | - Goodwill increased by $24.6 million and intangible assets, net, increased by $14.2 million, primarily due to acquisitions in fiscal year 2025[252][317][318] - Notes payable increased to $20.0 million in FY2025 from zero in FY2024, reflecting borrowings under the Revolving Credit Facility[252][325] Consolidated Statements of Comprehensive Income Net income attributable to Radiant Logistics, Inc. increased by 124.9% to $17.3 million in FY2025, with basic EPS rising to $0.37 Consolidated Statements of Comprehensive Income Summary (FY2025 vs. FY2024) | (In thousands, except per share data) | FY2025 | FY2024 | Change ($) | Change (%) | | :------------------------------------ | :----- | :----- | :--------- | :--------- | | Revenues | $902,696 | $802,470 | $100,226 | 12.5% | | Total operating expenses | $881,638 | $793,172 | $88,466 | 11.2% | | Income from operations | $21,058 | $9,298 | $11,760 | 126.5% | | Total other income | $145 | $422 | $(277) | -65.6% | | Income before income taxes | $21,203 | $9,720 | $11,483 | 118.1% | | Income tax expense | $(3,765) | $(1,523) | $(2,242) | 147.2% | | Net income | $17,438 | $8,197 | $9,241 | 112.7% | | Net income attributable to Radiant Logistics, Inc. | $17,291 | $7,685 | $9,606 | 124.9% | | Basic Income per share | $0.37 | $0.16 | $0.21 | 131.3% | | Diluted Income per share | $0.35 | $0.16 | $0.19 | 118.8% | - Net income attributable to Radiant Logistics, Inc. increased by 124.9% to $17.3 million in FY2025 from $7.7 million in FY2024[254] - Basic earnings per share increased to $0.37 in FY2025 from $0.16 in FY2024, and diluted earnings per share increased to $0.35 from $0.16[254] Consolidated Statements of Changes in Equity Total equity increased by $16.6 million (7.9%) in FY2025, driven by net income and other comprehensive income, partially offset by common stock repurchases Total Equity (FY2025 vs. FY2024) | (In thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :------------ | :--------- | :--------- | | Total Radiant Logistics, Inc. stockholders' equity | $226,016 | $209,362 | $16,654 | 7.9% | | Noncontrolling interest | $69 | $147 | $(78) | -53.1% | | Total Equity | $226,085 | $209,509 | $16,576 | 7.9% | - Total equity increased by $16.6 million (7.9%) from June 30, 2024, to June 30, 2025, driven by net income and other comprehensive income, partially offset by common stock repurchases[257] - Repurchases of common stock totaled $0.8 million in FY2025, a decrease from $4.1 million in FY2024[257][332] Consolidated Statements of Cash Flows Net cash provided by operating activities decreased by $4.0 million in FY2025, while investing activities used $18.3 million more cash, and financing activities provided $18.2 million Cash Flow Summary (FY2025 vs. FY2024) | (In thousands) | FY2025 | FY2024 | Change ($) | | :-------------------------------- | :------- | :------- | :--------- | | Net cash provided by operating activities | $13,266 | $17,255 | $(3,989) | | Net cash used for investing activities | $(33,493) | $(15,161) | $(18,332) | | Net cash provided by (used for) financing activities | $18,230 | $(10,182) | $28,412 | | Effect of exchange rate changes on cash and cash equivalents | $65 | $(100) | $165 | | Net decrease in cash and cash equivalents | $(1,932) | $(8,188) | $6,256 | | Cash and cash equivalents, end of year | $22,942 | $24,874 | $(1,932) | - Net cash provided by operating activities decreased by $4.0 million in FY2025[260] - Net cash used for investing activities increased significantly by $18.3 million, primarily due to higher cash paid for acquisitions ($28.5 million in FY2025 vs. $6.8 million in FY2024)[219][260] - Net cash provided by financing activities was $18.2 million in FY2025, a substantial shift from net cash used of $10.2 million in FY2024, driven by $20.0 million in net proceeds from the Revolving Credit Facility[220][260] Notes to the Consolidated Financial Statements These notes provide detailed information on accounting policies, segment reporting, business combinations, and subsequent events, including recent acquisitions - Provides detailed information on the company's organization, nature of operations, and summary of significant accounting policies, including principles of consolidation, use of estimates, revenue recognition, and treatment of goodwill and intangible assets[263][265][283] - Details the company's two reportable segments (United States and Canada) and how adjusted EBITDA is used by the Chief Operating Decision Maker (CODM) to assess performance and allocate resources[356][358] - Outlines business combinations in FY2025, including acquisitions of Foundation Logistics & Services, LLC, Focus Logistics, Inc., TCB Transportation Associates, LLC, Transcon Shipping Co., Inc., USA Logistics Services, Inc., and Universal Logistics, Inc., with total consideration of $50.3 million[361][362][363][364][365][366][367] - Subsequent to year-end, effective September 1, 2025, the company acquired an 80% stock ownership interest in Weport, S.A. de C.V., a Mexico City-based global transportation and logistics solutions company[376] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure This item states that there have been no changes in or disagreements with accountants on accounting and financial disclosure - None[377] Controls and Procedures Management concluded that disclosure controls were effective as of June 30, 2025, having remediated a previously identified material weakness in revenue recording - Management, under the supervision of the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025[379] - A previously disclosed material weakness in internal control over financial reporting related to the recording and processing of revenue transactions has been remediated through the design, implementation, and refinement of new and enhanced controls[386][387] - As of June 30, 2025, management concluded that its internal control over financial reporting was effective, with the assessment excluding recently acquired Foundation and Transcon[384][385] Other Information No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - During the three months ended June 30, 2025, none of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement[389] Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item states that there are no disclosures regarding foreign jurisdictions that prevent inspections - None[390] PART III This part incorporates information on directors, executive compensation, security ownership, related transactions, and accountant fees by reference from the proxy statement Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[393] - The company's Code of Ethics, applicable to all directors, executive officers, and employees, is available on its website and printed copies can be requested[394] Executive Compensation Information regarding executive compensation is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[395] Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters Information regarding security ownership and equity compensation plans is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[396] Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[397] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[398] PART IV This part lists exhibits and financial statement schedules, detailing all documents filed as part of the report Exhibits and Financial Statement Schedules This section lists all documents filed as part of the report, including financial statements and a detailed list of exhibits - This item lists all documents filed as part of the report, including the company's consolidated financial statements (included in Part II, Item 8)[401] - Financial statement schedules are not applicable[402] - A comprehensive list of exhibits required by Item 601 of Regulation S-K is provided, detailing corporate documents, employment agreements, incentive plans, credit agreements, and certifications[402][403] Form 10-K Summary This item indicates that no Form 10-K summary is provided - None[404] Signatures The report is duly signed on behalf of Radiant Logistics, Inc. by its Chief Executive Officer and other directors and officers as of September 15, 2025 - The report is duly signed on behalf of Radiant Logistics, Inc. by the Chief Executive Officer, Bohn H. Crain, and other directors and officers, including the Senior Vice President and Chief Financial Officer, Todd E. Macomber, as of September 15, 2025[406][408][409]