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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2026

 

 

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-35392

04-3625550

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Triton Towers Two

Seventh Floor

700 S. Renton Village Place

 

 

Renton, Washington

 

98057

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 425 462-1094

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 Par Value

 

RLGT

 

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On September 14, 2026, Radiant Logistics, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended June 30, 2026. A copy of the press release, dated September 14, 2026, is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.

The attached press release contains information that includes the following non-GAAP financial measures as defined in Regulation G adopted by the Securities and Exchange Commission: adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin. The Company’s management believes that presenting such non-GAAP financial measures provides useful information to investors regarding the underlying business trends and performance of the Company’s ongoing operations. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. A table providing a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is included within the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report, including Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

No.

Description

 

 

 

99.1

Press Release, dated September 14, 2026, announcing financial results for the fourth fiscal quarter and year ended June 30, 2026.

 

 

 

104

 

Cover Page Interactive Data (embedded within the Inline XBRL document)

 

 

 

 

 


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Radiant Logistics, Inc.

 

 

 

 

Date: September 14, 2026

By:

/s/ Todd Macomber

Todd Macomber

Senior Vice President and Chief Financial Officer

 


EX-99.1 2 rlgt-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img185176670_0.jpg

RADIANT LOGISTICS ANNOUNCES RESULTS FOR

THE FOURTH fiscal quarter and year ENDED June 30, 2026

 

Fourth-quarter growth accelerates across revenue, profitability and margin; Company positioned for future growth with extended and enhanced $200 million credit facility, and no net debt.

RENTON, WA September 14, 2026 – Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, today reported financial results for the three and twelve months ended June 30, 2026.

Financial Highlights – Three Months Ended June 30, 2026

 

Revenues of $261.4 million for the fourth fiscal quarter ended June 30, 2026, up $40.8 million or 18.5%, compared to revenues of $220.6 million for the comparable prior year period.
Gross profit of $64.4 million for the fourth fiscal quarter ended June 30, 2026, up $6.5 million or 11.2%, compared to gross profit of $57.9 million for the comparable prior year period.
Adjusted gross profit, a non-GAAP financial measure, of $66.8 million for the fourth fiscal quarter ended June 30, 2026, up $6.4 million or 10.6%, compared to adjusted gross profit of $60.4 million for the comparable prior year period.
Net income attributable to Radiant Logistics, Inc. of $7.5 million, or $0.16 per basic and $0.15 per fully diluted share for the fourth fiscal quarter ended June 30, 2026, up $2.6 million or 53.1%, compared to $4.9 million, or $0.10 per basic and fully diluted share for the comparable prior year period.
Adjusted net income, a non-GAAP financial measure, of $7.4 million, or $0.16 per basic and $0.15 per fully diluted share for the fourth fiscal quarter ended June 30, 2026, up $1.9 million or 34.5%, compared to adjusted net income of $5.5 million, or $0.12 per basic and $0.11 per fully diluted share for the comparable prior year period. Adjusted net income is calculated by applying a normalized tax rate of 24.5% and excludes costs unrelated to our core operations.
Adjusted EBITDA, a non-GAAP financial measure, of $10.4 million for the fourth fiscal quarter ended June 30, 2026, up $2.5 million or 31.6%, compared to adjusted EBITDA of $7.9 million for the comparable prior year period.
Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, of 15.5%, up 240 basis points, for the fourth fiscal quarter ended June 30, 2026, compared to adjusted EBITDA margin of 13.1% for the comparable prior year period.

Financing Update

On August 7, 2026, the Company entered into an amended revolving credit facility with Bank of America, N.A., Bank of Montreal, PNC Bank, National Association and KeyBank National Association, extending and enhancing its existing $200 million revolving credit facility. The amendment extends the facility's maturity by five years to August 7, 2031, increases the accordion feature available to support future acquisitions from $75 million to $100 million, and modestly improves pricing on borrowings. As of June 30, 2026, the Company had $25.0 million outstanding under the facility, more than offset by $25.6 million of cash on hand, leaving Radiant with no net debt and substantial available capacity to accelerate its organic and acquisition growth initiatives.

CEO Bohn Crain Comments on Results

“We are pleased to report another quarter of solid financial results delivering $10.4 million in adjusted EBITDA for our fourth fiscal quarter ended June 30, 2026" said Bohn Crain, Founder and CEO of Radiant Logistics. Our fourth fiscal quarter results were strong across the board, with revenue up 18.5%, adjusted gross profit up 10.6%, adjusted net income up 34.5%, adjusted EBITDA up 31.6%, and adjusted EBITDA margin expanding 240 basis points, all measured against the comparable prior year period. Our quarter-over-quarter improvement was driven principally by our U.S. forwarding operations and contribution across both our domestic and international and service offerings, including notable strength in our international airfreight operations.

On the domestic side, Navegate is beginning to prove itself out as a catalyst for growth, providing customers with better visibility and tools to manage complex supply chains, with one of our enterprise customers now actively managing over 1,400 vendors using the platform. More broadly, capacity has continued to exit the North American truckload and intermodal markets through a combination of

1


 

carrier attrition, tightening driver availability, and the normalization of a fleet that had expanded aggressively in prior years. Spot rates, tender rejections, and other cyclical indicators moved higher through the spring and carried into our fourth quarter. While these market trends are not fully reflected in our results for the June quarter, we view these developments as constructive for our domestic operations in general and our U.S. Brokerage operations, in particular. If these trends continue, we believe they support a more broad-based and durable recovery for the domestic freight market.

Also during the quarter, we extended our two-decade track record of one of the industry’s premier freight forwarding agent networks into the truck brokerage and intermodal space with the launch of a new independent agent program at Radiant Road & Rail. The program brings the same value proposition that has long distinguished our freight forwarding business -- access to our carrier network, technology platform, back-office infrastructure, and a clear, structured path to build long-term equity value with a built-in exit strategy -- to a new population of logistics entrepreneurs. We're pleased with the early response to the program and see this as a meaningful new avenue for organic growth as we bring the Radiant model to an entirely new market.

The international picture, while still shaped by a complex and evolving trade environment, showed encouraging signs of improvement during our fourth fiscal quarter. Global trade flows continued to be influenced by two significant forces. The first is the ongoing disruption to traditional ocean shipping routes, stemming from the closure of the Strait of Hormuz and continued Houthi activity affecting Suez Canal transits, which has kept capacity tight across key international trade lanes. Despite all of the complications impacting the ocean markets, we saw an encouraging uptick in ocean freight rates late in the quarter, as carriers exercised continued capacity discipline -- an early signal that the prolonged downturn in ocean pricing may be starting to stabilize.

The second is the ongoing transformation of the global tariff landscape, with U.S. trade policy sustaining a high degree of compliance complexity for shippers. This complexity, together with a period of elevated IEEPA-related filing activity across the industry, has continued to drive demand for our customs house brokerage expertise, as customers rely on experienced partners to navigate an evolving tariff structure. More recently, escalating tariff actions between the U.S. and Canada -- including new retaliatory measures Canada put into effect in early September -- add a further layer of complexity for shippers moving goods across our shared border. While it's early to gauge the full impact, we expect this cross-border dynamic to remain a source of demand for our customs brokerage and compliance capabilities, and it may also create additional international air and ocean freight forwarding opportunities for our Canadian operations as shippers look to diversify away from cross-border trucking and rail.

Notably, our airfreight performance was up meaningfully during the quarter, driven in large part by our work in support of disaster relief following typhoon activity in the Western Pacific earlier this year.

We are entering this next phase of the cycle from a position of real financial strength. In August 2026, we completed an amended and restated $200 million secured credit facility, extending its maturity to 2031, expanding our acquisition-focused accordion to $100 million, and improving our pricing terms -- and we enter fiscal 2027 with no net debt. That capacity, together with our long-term strategy of growing organically where our network gives us an advantage and supplementing that growth through disciplined acquisitions, positions us well to build on the encouraging, though still early, signs of a domestic freight recovery.”

Fourth Fiscal Quarter Ended June 30, 2026 – Financial Results

For the three months ended June 30, 2026, Radiant reported net income attributable to Radiant Logistics, Inc. of $7.5 million on $261.4 million of revenues, or $0.16 per basic and $0.15 per fully diluted share. For the three months ended June 30, 2025, Radiant reported net income attributable to Radiant Logistics, Inc. of $4.9 million on $220.6 million of revenues, or $0.10 per basic and fully diluted share.

For the three months ended June 30, 2026, Radiant reported adjusted net income, a non-GAAP financial measure, of $7.4 million, or $0.16 per basic and $0.15 per fully diluted share. For the three months ended June 30, 2025, Radiant reported adjusted net income of $5.5 million, or $0.12 per basic and $0.11 per fully diluted share.

For the three months ended June 30, 2026, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $10.4 million, compared to $7.9 million for the comparable prior year.

Year Ended June 30, 2026 – Financial Results

For the fiscal year ended June 30, 2026, the Company reported net income attributable to Radiant Logistics, Inc. of $18.8 million on $934.4 million of revenues, or $0.40 per basic and $0.39 per fully diluted share. For the fiscal year ended June 30, 2025, the Company reported net income attributable to Radiant Logistics, Inc. of $17.3 million on $902.7 million of revenues, or $0.37 per basic and $0.35 per fully diluted share.

For the Year Ended June 30, 2026, the Company reported adjusted net income, a non-GAAP financial measure, of $25.3 million, or $0.54 per basic and $0.52 per fully diluted share. For the fiscal year ended June 30, 2025, the Company reported adjusted net income of $30.9 million, or $0.66 per basic and $0.64 per fully diluted share. Normalizing these results to exclude the $1.3 million First Brands adjustment, adjusted net income would have been $24.0 million for the twelve months ended June 30, 2026.

2


 

For the fiscal year ended June 30, 2026, the Company reported adjusted EBITDA, a non-GAAP financial measure, of $36.7 million, compared to $38.8 million for the comparable prior year. Normalizing these results to exclude the $1.3 million First Brands adjustment, adjusted EBITDA would have been $35.4 million for the twelve months ended June 30, 2026.

3


 

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Monday, September 14, 2026 at 4:30 PM Eastern to discuss the contents of this release. The conference call is open to all interested parties, including individual investors and press. Bohn Crain, Founder and CEO will host the call.

Conference Call Details

DATE/TIME:

Monday, September 14, 2026 at 4:30 PM Eastern

DIAL-IN

US (888) 506-0062; Intl. (973) 528-0011 (Participant Access Code: 382051)

REPLAY

September 15, 2026 at 9:30 AM Eastern to September 28, 2026 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 54507)

Webcast Details

This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com or at https://www.webcaster5.com/Webcast/Page/2191/54507

4


 

About Radiant Logistics (NYSE American: RLGT)

Radiant Logistics, Inc. (www.radiantdelivers.com) operates as a third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily to customers in the United States, Canada, and Mexico. Through its comprehensive service offerings, Radiant provides domestic and international freight forwarding and freight brokerage services to a diversified account base including manufacturers, distributors and retailers, which it supports from an extensive network of company and agent-owned offices throughout North America and other key markets around the world. Radiant’s value-added logistics services include warehouse and distribution, customs brokerage, order fulfillment, inventory management and technology services.

This press release contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our revolving credit facility; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; our ability to continue to respond to macroeconomic factors that have recently had a negative effect on worldwide freight markets; the impact of any health pandemic or environmental event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel, labor, and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from prior or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our prior inability to remediate a material weakness in our internal control over financial reporting, and the further risks that may arise should we be unable to maintain an effective system of disclosure controls and internal control over financial reporting in the future; and such other factors that may be identified from time to time in our U.S Securities and Exchange Commission (“SEC”) filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1 Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. We disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

Investor Contact:

Radiant Logistics, Inc.

Todd Macomber

(425) 943-4541

investors@radiantdelivers.com

Media Contact:

Radiant Logistics, Inc.

Jennifer Deenihan

(425) 462-1094

communications@radiantdelivers.com

 

 

 

 

 

 

5


 

RADIANT LOGISTICS, INC.

Consolidated Balance Sheets

 

June 30,

 

(In thousands, except share and per share data)

2026

 

 

2025

 

ASSETS

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

25,585

 

 

$

22,942

 

Accounts receivable, net of allowance of $3,182 and $2,128, respectively

 

162,792

 

 

 

134,911

 

Contract assets

 

11,616

 

 

 

6,904

 

Income tax receivable

 

983

 

 

 

2,194

 

Prepaid expenses and other current assets

 

7,072

 

 

 

12,299

 

Total current assets

 

208,048

 

 

 

179,250

 

 

 

 

 

 

 

Property, technology, and equipment, net

 

19,954

 

 

 

23,489

 

 

 

 

 

 

 

Goodwill

 

122,372

 

 

 

117,637

 

Intangible assets, net

 

43,811

 

 

 

49,123

 

Operating lease right-of-use assets

 

48,327

 

 

 

55,066

 

Deposits and other assets

 

1,883

 

 

 

2,209

 

Total other long-term assets

 

216,393

 

 

 

224,035

 

Total assets

$

444,395

 

 

$

426,774

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

88,084

 

 

$

74,411

 

Operating partner commissions payable

 

11,035

 

 

 

10,541

 

Accrued expenses

 

11,789

 

 

 

10,637

 

Current portion of operating lease liabilities

 

13,199

 

 

 

12,741

 

Current portion of finance lease liabilities

 

245

 

 

 

282

 

Current portion of contingent consideration

 

5,200

 

 

 

6,050

 

Other current liabilities

 

690

 

 

 

483

 

Total current liabilities

 

130,242

 

 

 

115,145

 

 

 

 

 

 

 

Notes payable

 

25,000

 

 

 

20,000

 

Operating lease liabilities, net of current portion

 

41,115

 

 

 

49,245

 

Finance lease liabilities, net of current portion

 

724

 

 

 

969

 

Contingent consideration, net of current portion

 

2,500

 

 

 

13,300

 

Deferred tax liabilities

 

1,069

 

 

 

1,782

 

Other long-term liabilities

 

352

 

 

 

248

 

Total long-term liabilities

 

70,760

 

 

 

85,544

 

Total liabilities

 

201,002

 

 

 

200,689

 

 

Redeemable noncontrolling interest

 

1,604

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 52,660,343 and
   52,324,201 shares issued, and 46,894,270 and 47,143,178 shares outstanding,
   respectively

 

34

 

 

 

34

 

Additional paid-in capital

 

112,100

 

 

 

110,588

 

Treasury stock, at cost, 5,766,073 and 5,181,023 shares, respectively

 

(35,457

)

 

 

(31,964

)

Retained earnings

 

169,355

 

 

 

150,569

 

Accumulated other comprehensive loss

 

(4,508

)

 

 

(3,211

)

Total Radiant Logistics, Inc. stockholders’ equity

 

241,524

 

 

 

226,016

 

Noncontrolling interest

 

265

 

 

 

69

 

Total equity

 

241,789

 

 

 

226,085

 

Total liabilities and equity

$

444,395

 

 

$

426,774

 

 

6


 

RADIANT LOGISTICS, INC.

Consolidated Statements of Comprehensive Income

 

Three Months Ended June 30,

 

 

Year Ended June 30,

 

(In thousands, except share and per share data)

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(unaudited)

 

 

 

 

 

 

 

Revenues

$

261,436

 

 

$

220,580

 

 

$

934,356

 

 

$

902,696

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of transportation and other services

 

194,639

 

 

 

160,195

 

 

 

688,329

 

 

 

663,277

 

Operating partner commissions

 

23,007

 

 

 

21,145

 

 

 

82,446

 

 

 

78,493

 

Personnel costs

 

22,878

 

 

 

21,882

 

 

 

88,507

 

 

 

81,509

 

Selling, general and administrative expenses

 

11,381

 

 

 

10,201

 

 

 

42,316

 

 

 

42,471

 

Depreciation and amortization

 

3,627

 

 

 

3,600

 

 

 

14,333

 

 

 

18,379

 

Change in fair value of contingent consideration

 

(2,607

)

 

 

(1,641

)

 

 

(6,197

)

 

 

(2,491

)

Total operating expenses

 

252,925

 

 

 

215,382

 

 

 

909,734

 

 

 

881,638

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

8,511

 

 

 

5,198

 

 

 

24,622

 

 

 

21,058

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

48

 

 

 

179

 

 

 

184

 

 

 

1,303

 

Interest expense

 

(525

)

 

 

(491

)

 

 

(2,319

)

 

 

(1,342

)

Foreign currency transaction gain

 

(101

)

 

 

(51

)

 

 

102

 

 

 

164

 

Change in fair value of interest rate swap contracts

 

 

 

 

 

 

 

 

 

 

(1,032

)

Other

 

85

 

 

 

(18

)

 

 

432

 

 

 

1,052

 

Total other income (expense)

 

(493

)

 

 

(381

)

 

 

(1,601

)

 

 

145

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

8,018

 

 

 

4,817

 

 

 

23,021

 

 

 

21,203

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(349

)

 

 

116

 

 

 

(4,289

)

 

 

(3,765

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

7,669

 

 

 

4,933

 

 

 

18,732

 

 

 

17,438

 

Net loss (income) attributable to noncontrolling interest

 

(152

)

 

 

(26

)

 

 

54

 

 

 

(147

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

$

7,517

 

 

$

4,907

 

 

$

18,786

 

 

$

17,291

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive income attributable to Radiant Logistics, Inc.:

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

(384

)

 

 

2,597

 

 

 

(1,199

)

 

 

335

 

Comprehensive income attributable to noncontrolling interest

 

(204

)

 

 

(147

)

 

 

(44

)

 

 

(147

)

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to Radiant Logistics, Inc.

$

7,081

 

 

$

7,530

 

 

$

17,489

 

 

$

17,626

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.16

 

 

$

0.10

 

 

$

0.40

 

 

$

0.37

 

Diluted

$

0.15

 

 

$

0.10

 

 

$

0.39

 

 

$

0.35

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,860,560

 

 

 

47,144,123

 

 

 

46,943,071

 

 

 

46,969,294

 

Diluted

 

48,538,526

 

 

 

48,691,339

 

 

 

48,621,797

 

 

 

48,730,674

 

 

7


 

Reconciliation of Non-GAAP Measures

RADIANT LOGISTICS, INC.

Reconciliation of Gross Profit to Adjusted Gross Profit, Net Income Attributable to Radiant Logistics, Inc.
to Adjusted Net Income, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

(unaudited)

As used in this report adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are presented herein because they are important metrics used by management to evaluate and understand the performance of the ongoing operations of Radiant’s business. For adjusted net income, management uses a 24.5% tax rate to calculate the provision for income taxes to normalize Radiant’s tax rate to that of its competitors and to compare Radiant’s reporting periods with different effective tax rates. In addition, in arriving at adjusted net income, the Company adjusts for certain non-cash charges and significant items that are not part of regular operating activities. These adjustments include income taxes, depreciation and amortization, costs unrelated to our core operations, and other non-cash charges.

We commonly refer to the term “adjusted gross profit” when commenting about our Company and the results of operations. Adjusted gross profit is a non-GAAP measure calculated as revenues less directly related operations and expenses attributed to the Company’s services. Adjusted gross profit is calculated as GAAP gross profit exclusive of depreciation and amortization, which are reported separately. We believe adjusted gross profit is a better measurement than are total revenues when analyzing and discussing the effectiveness of our business and is used as a portion of a key metric the Company uses to discuss its progress.

EBITDA is a non-GAAP financial measure of income and does not include the effects of interest, income taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation, costs unrelated to our core operations (primarily acquisition and litigation costs), allocation of earnings attributable to noncontrolling interests in subsidiaries, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our consolidated financial statements.

We believe that these non-GAAP financial measures, as presented, represent a useful method of assessing the performance of our operating activities, as they reflect our earnings trends without the impact of certain non-cash charges and other non-recurring charges. These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations to allow a comparison to other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. However, these non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies. Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin should not be considered in isolation or as a substitute for any of the consolidated statements of comprehensive income prepared in accordance with GAAP, or as an indication of Radiant’s operating performance or liquidity.

(In thousands)

Three Months Ended June 30,

 

 

Year Ended June 30,

 

Reconciliation of adjusted gross profit to GAAP gross profit

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues

$

261,436

 

 

$

220,580

 

 

$

934,356

 

 

$

902,696

 

Cost of transportation and other services (exclusive of
    depreciation and amortization, shown separately below)

 

(194,639

)

 

 

(160,195

)

 

 

(688,329

)

 

 

(663,277

)

Depreciation and amortization

 

(2,437

)

 

 

(2,513

)

 

 

(9,633

)

 

 

(13,340

)

GAAP gross profit

$

64,360

 

 

$

57,872

 

 

$

236,394

 

 

$

226,079

 

Depreciation and amortization

 

2,437

 

 

 

2,513

 

 

 

9,633

 

 

 

13,340

 

Adjusted gross profit

$

66,797

 

 

$

60,385

 

 

$

246,027

 

 

$

239,419

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit percentage

 

24.6

%

 

 

26.2

%

 

 

25.3

%

 

 

25.0

%

Adjusted gross profit percentage

 

25.6

%

 

 

27.4

%

 

 

26.3

%

 

 

26.5

%

 

 

8


 

(In thousands)

Three Months Ended June 30,

 

 

Year Ended June 30,

 

Reconciliation of GAAP net income to adjusted EBITDA

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income attributable to Radiant Logistics, Inc.

$

7,517

 

 

$

4,907

 

 

$

18,786

 

 

$

17,291

 

Income tax expense (benefit)

 

349

 

 

 

(116

)

 

 

4,289

 

 

 

3,765

 

Depreciation and amortization (1)

 

3,627

 

 

 

3,600

 

 

 

14,333

 

 

 

18,493

 

Net interest expense

 

477

 

 

 

312

 

 

 

2,135

 

 

 

39

 

Share-based compensation

 

151

 

 

 

361

 

 

 

1,660

 

 

 

(819

)

Change in fair value of contingent consideration

 

(2,607

)

 

 

(1,641

)

 

 

(6,197

)

 

 

(2,491

)

Lease termination costs

 

21

 

 

 

115

 

 

 

186

 

 

 

1,491

 

Change in fair value of interest rate swap contracts

 

 

 

 

 

 

 

 

 

 

1,032

 

Other (2)

 

827

 

 

 

352

 

 

 

1,492

 

 

 

(45

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

10,362

 

 

 

7,890

 

 

 

36,684

 

 

 

38,756

 

Adjusted EBITDA as a % of adjusted gross profit (3)

 

15.5

%

 

 

13.1

%

 

 

14.9

%

 

16.2

%

(1)
Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation expenses recognized on certain computer software as a service.
(2)
Other includes costs unrelated to our core operations (primarily acquisition and litigation costs), and other non-cash charges.
(3)
Adjusted gross profit is revenues less the cost of transportation and other services.

 

(In thousands, except share and per share data)

Three Months Ended June 30,

 

 

Year Ended June 30,

 

Reconciliation of GAAP net income to adjusted net income

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP net income attributable to Radiant Logistics, Inc.

$

7,517

 

 

$

4,907

 

 

$

18,786

 

 

$

17,291

 

Adjustments to net income:

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

349

 

 

 

(116

)

 

 

4,289

 

 

 

3,765

 

Depreciation and amortization

 

3,627

 

 

 

3,600

 

 

 

14,333

 

 

 

18,379

 

Change in fair value of contingent consideration

 

(2,607

)

 

 

(1,641

)

 

 

(6,197

)

 

 

(2,491

)

Lease termination costs

 

21

 

 

 

115

 

 

 

186

 

 

 

1,491

 

Change in fair value of interest rate swap contracts

 

 

 

 

 

 

 

 

 

 

1,032

 

Other

 

858

 

 

 

400

 

 

 

2,051

 

 

 

1,519

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income before income taxes

 

9,765

 

 

 

7,265

 

 

 

33,448

 

 

 

40,986

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes at 24.5%

 

(2,392

)

 

 

(1,780

)

 

 

(8,195

)

 

 

(10,042

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

$

7,373

 

 

$

5,485

 

 

$

25,253

 

 

$

30,944

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.16

 

 

$

0.12

 

 

$

0.54

 

 

$

0.66

 

Diluted

$

0.15

 

 

$

0.11

 

 

$

0.52

 

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,860,560

 

 

 

47,144,123

 

 

 

46,943,071

 

 

 

46,969,294

 

Diluted

 

48,538,526

 

 

 

48,691,339

 

 

 

48,621,797

 

 

 

48,730,674

 

 

9