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Item 2 — Management's Discussion and Analysis
Radiant Logistics, Inc. · 10-Q · Q3 FY2026 · Period ended Mar 31, 2026
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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This report 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 indebtedness; 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 our Form 10-K for the year ended June 30, 2025. 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.
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The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the condensed consolidated financial statements and the related notes and other information included elsewhere in this report.
Overview
Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), is a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States, Canada, and Mexico. We service a large, broad, and diversified account base consisting of consumer goods, food and beverage, electronics and high-tech, aviation and automotive, military and government, and manufacturing and retail customers, which is supported by an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 30 Company-owned locations. As the operator of a third-party logistics business, the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and generally stronger net cash flows than our asset-based competitors.
Through our operating locations across North America, we offer domestic and international freight forwarding and freight brokerage services, including air, ocean, truckload, less than truckload ("LTL"), and intermodal, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging shipments, on behalf of our customers, of materials, products, equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS. Our services include arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services, including materials management and distributions ("MM&D"), customs house brokerage ("CHB") and global trade management ("GTM") solutions which complement our core transportation service offering.
The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s technology platform, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company believes that it is creating density in its trade lanes, enhances our ability to efficiently source and manage its transportation capacity.
In addition to its focus on organic growth, the Company will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.
Impact of Notable External Conditions
Global economic and trade conditions remain highly uncertain. Inflationary pressures, tariff and trade policy uncertainty, and geopolitical tensions – including the ongoing conflict in the Middle East and its effects on global energy markets, freight capacity, and shipping costs – continue to create volatility in shipment volumes, pricing dynamics, and operating margins. Elevated fuel prices, airspace restrictions, and conflict-related rerouting have added cost pressures across air and ocean freight markets, which may adversely affect our business and financial results.
Performance Metrics
Our principal source of income is derived from freight forwarding and freight brokerage services we provide to our customers. As a third-party logistics provider, we arrange for the shipment of our customers’ freight from point of origin to point of destination. Generally, we quote our customers a turnkey cost for the movement of their freight. Our price quote will often depend upon the customer’s time-definite needs (first day through fifth day delivery), special handling needs (heavy equipment, delicate items, environmentally sensitive goods, electronic components, etc.), and the means of transport (motor carrier, air, ocean or rail). In turn, we assume the responsibility for arranging and paying for the underlying means of transportation.
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Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean, and rail services. Our adjusted gross profit, a non-GAAP financial measure, is gross revenue less the direct cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and is used as an indicator of our ability to source, add value, and resell services provided by third-parties, and is considered by management to be a key performance measure. Adjusted gross profit percentage is adjusted gross profit as a percentage of our total revenue. In addition, management believes measuring its operating costs as a function of adjusted gross profit provides a useful metric, as our ability to control costs as a function of adjusted gross profit directly impacts operating results. We believe that these metrics provide investors with meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.
Our operating results will be affected as acquisitions occur. Since acquisitions are recorded using the acquisition method of accounting for business combinations, our financial statements will only include the results of operations and cash flows of acquired companies for periods subsequent to the date of acquisition.
Our GAAP-based net income will be affected by non-cash charges relating to the amortization of customer-related intangible assets and other intangible assets attributable to completed acquisitions. Under applicable accounting standards, purchasers are required to allocate the total consideration in a business combination to the identified assets acquired and liabilities assumed based on their fair values at the time of acquisition. The excess of the consideration paid over the fair value of the identifiable net assets acquired is to be allocated to goodwill, which is tested at least annually for impairment. Applicable accounting standards require that we separately account for and value certain identifiable intangible assets based on the unique facts and circumstances of each acquisition. As a result of our acquisition strategy, our net income will include material non-cash charges relating to the amortization of customer-related intangible assets and other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets (e.g., customer relationships). Thus, we believe that earnings before interest, income taxes, depreciation and amortization, or EBITDA, is a useful financial measure for investors because it eliminates the effect of these non-cash charges and provides an important metric for our business.
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 condensed consolidated financial statements. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and is a frequent point of discussion with its investors as well as the Company’s earnings calls.
Our operating results are also subject to seasonal trends when measured on a quarterly basis. The impact of seasonality on our business will depend on numerous factors, including the markets in which we operate, holiday seasons, consumer demand, and economic conditions. Since our revenue is largely derived from customers whose shipments are dependent upon consumer demand and just-in-time production schedules, the timing of our revenue is often beyond our control. Factors such as shifting demand for retail goods and/or manufacturing production delays could unexpectedly affect the timing of our revenue. As we increase the scale of our operations, seasonal trends in one area of our business may be offset to an extent by opposite trends in another area. We cannot accurately predict the timing of these factors, nor can we accurately estimate the impact of any particular factor, and thus we can give no assurance any historical seasonal patterns will continue in future periods.
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Results of Operations
Three months ended March 31, 2026 and 2025 (unaudited)
The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, 2026 Three Months Ended March 31, 2025
(In thousands) United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Revenues
Transportation $ 184,499 $ 18,103 $ (202 ) $ 202,400 $ 182,034 $ 20,440 $ (88 ) $ 202,386
Value-added services 4,109 7,626 — 11,735 3,976 7,645 — 11,621
188,608 25,729 (202 ) 214,135 186,010 28,085 (88 ) 214,007
Cost of transportation and other services
Transportation 138,670 14,333 (202 ) 152,801 135,077 15,974 (88 ) 150,963
Value-added services 1,855 3,163 — 5,018 1,588 3,281 — 4,869
140,525 17,496 (202 ) 157,819 136,665 19,255 (88 ) 155,832
Adjusted gross profit (1)
Transportation 45,829 3,770 — 49,599 46,957 4,466 — 51,423
Value-added services 2,254 4,463 — 6,717 2,388 4,364 — 6,752
$ 48,083 $ 8,233 $ — $ 56,316 $ 49,345 $ 8,830 $ — $ 58,175
Adjusted gross profit percentage
Transportation 24.8 % 20.8 % N/A 24.5 % 25.8 % 21.8 % N/A 25.4 %
Value-added services 54.9 % 58.5 % N/A 57.2 % 60.1 % 57.1 % N/A 58.1 %
(1) Adjusted gross profit is revenues less the cost of transportation and other services.
Transportation revenue was $202.4 million for each of the three months ended March 31, 2026 and 2025, respectively. Adjusted transportation gross profit was $49.6 million and $51.4 million for the three months ended March 31, 2026 and 2025, respectively. Net transportation margins decreased from 25.4% to 24.5%, primarily due to change in product mix.
Value-added services revenue was $11.7 million and $11.6 million for the three months ended March 31, 2026 and 2025, respectively. Adjusted value-added services gross profit was $6.7 million for the three months ended March 31, 2026, compared to $6.8 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from 58.1% to 57.2%.
The following table provides a reconciliation for the three months ended March 31, 2026 and 2025 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:
(In thousands) Three Months Ended March 31,
Reconciliation of adjusted gross profit to GAAP gross profit 2026 2025
Revenues $ 214,135 $ 214,007
Cost of transportation and other services (exclusive of depreciation and amortization, shown separately below) (157,819 ) (155,832 )
Depreciation and amortization (2,412 ) (3,632 )
GAAP gross profit $ 53,904 $ 54,543
Depreciation and amortization 2,412 3,632
Adjusted gross profit $ 56,316 $ 58,175
GAAP gross profit percentage 25.2 % 25.5 %
Adjusted gross profit percentage 26.3 % 27.2 %
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The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, 2026 Three Months Ended March 31, 2025
(In thousands) United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Adjusted gross profit (1) $ 48,083 $ 8,233 $ — $ 56,316 $ 49,345 $ 8,830 $ — $ 58,175
Operating expenses:
Operating partner commissions 19,136 — — 19,136 19,256 — — 19,256
Personnel costs 15,271 4,452 1,746 21,469 14,441 4,222 1,787 20,450
Selling, general and administrative expenses 5,417 1,916 1,919 9,252 6,432 2,139 1,378 9,949
Depreciation and amortization 743 1,033 1,838 3,614 954 963 3,019 4,936
Change in fair value of contingent consideration — — (3,700 ) (3,700 ) — — 250 250
Total operating expenses 40,567 7,401 1,803 49,771 41,083 7,324 6,434 54,841
Income (loss) from operations 7,516 832 (1,803 ) 6,545 8,262 1,506 (6,434 ) 3,334
Other income (expense) 258 149 (508 ) (101 ) 91 22 (302 ) (189 )
Income (loss) before income taxes 7,774 981 (2,311 ) 6,444 8,353 1,528 (6,736 ) 3,145
Income tax expense — — (1,876 ) (1,876 ) — — (573 ) (573 )
Net income (loss) 7,774 981 (4,187 ) 4,568 8,353 1,528 (7,309 ) 2,572
Less: Net income attributable to non-controlling interest 103 — — 103 (31 ) — — (31 )
Net income (loss) attributable to Radiant Logistics, Inc. $ 7,877 $ 981 $ (4,187 ) $ 4,671 $ 8,322 $ 1,528 $ (7,309 ) $ 2,541
Three Months Ended March 31, 2026 Three Months Ended March 31, 2025
Operating expenses as a percent of adjusted gross profit (1): United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Operating partner commissions 39.8 % 0.0 % N/A 34.0 % 39.0 % 0.0 % N/A 33.1 %
Personnel costs 31.8 % 54.1 % N/A 38.1 % 29.3 % 47.8 % N/A 35.2 %
Selling, general and administrative expenses 11.3 % 23.3 % N/A 16.4 % 13.0 % 24.2 % N/A 17.1 %
Depreciation and amortization 1.5 % 12.5 % N/A 6.4 % 1.9 % 10.9 % N/A 8.5 %
(1) Adjusted gross profit is revenues less the cost of transportation and other services.
Operating partner commissions decreased $0.2 million, or 0.6%, to $19.1 million for the three months ended March 31, 2026. As a percentage of adjusted gross profit, operating partner commissions increased 88 basis points to 34.0% from 33.1% for the three months ended March 31, 2026 and 2025, respectively, as a result of a higher mix of gross margin generated from strategic operating partners compared to Company-owned locations.
Personnel costs increased $1.0 million, or 5.0%, to $21.5 million for the three months ended March 31, 2026. The increase is primarily due to an increase in headcount from recent acquisitions. As a percentage of adjusted gross profit, personnel costs increased 297 basis points to 38.1% from 35.2% for the three months ended March 31, 2026 and 2025, respectively.
Selling, general and administrative (“SG&A”) expenses decreased $0.6 million, or 7.0%, to $9.3 million for the three months ended March 31, 2026. The decrease is primarily due to decreased technology spending by consolidating transportation management systems, partially offset by an increase in professional service fees. As a percentage of adjusted gross profit, SG&A decreased 67 basis points to 16.4% from 17.1% for the three months ended March 31, 2026 and 2025, respectively.
Depreciation and amortization costs decreased $1.3 million, or 26.8%, to $3.6 million for the three months ended March 31, 2026. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangible assets from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 207 basis points to 6.4% from 8.5% for the three months ended March 31, 2026 and 2025, respectively.
Change in fair value of contingent consideration was a gain of $3.7 million for the three months ended March 31, 2026, compared to an expense of $0.3 million for the three months ended March 31, 2025. The change in each year is attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.
Our increase in net income is driven by the gain in fair value of contingent consideration and decreased depreciation and amortization, partially offset by the decrease in adjusted gross profit and increased income tax expense.
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Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, and gains or losses from changes in fair value of contingent consideration, which are difficult to predict.
The following table provides a reconciliation for the three months ended March 31, 2026 and 2025 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:
Three Months Ended March 31, 2026 Three Months Ended March 31, 2025
(In thousands) United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Net income (loss) attributable to Radiant Logistics, Inc. $ 7,877 $ 981 $ (4,187 ) $ 4,671 $ 8,322 $ 1,528 $ (7,309 ) $ 2,541
Income tax expense — — 1,876 1,876 — — 573 573
Depreciation and amortization 743 1,033 1,838 3,614 954 963 3,019 4,936
Net interest expense — — 508 508 — — 11 11
Share-based compensation 270 46 261 577 200 33 237 470
Change in fair value of contingent consideration — — (3,700 ) (3,700 ) — — 250 250
Lease termination costs 3 — — 3 16 194 — 210
Change in fair value of interest rate swap contracts — — — — — — 291 291
Other (1) (230 ) (147 ) 579 202 (34 ) (62 ) 212 116
Adjusted EBITDA $ 8,663 $ 1,913 $ (2,825 ) $ 7,751 $ 9,458 $ 2,656 $ (2,716 ) $ 9,398
Adjusted EBITDA as a % of adjusted gross profit (2) 18.0 % 23.2 % N/A 13.8 % 19.2 % 30.1 % N/A 16.2 %
(1) Other includes costs unrelated to our core operations (primarily acquisition and litigation costs), and other non-cash charges.
(2) Adjusted gross profit is revenues less the cost of transportation and other services.
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Nine months ended March 31, 2026 and 2025 (unaudited)
The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the nine months ended March 31, 2026 and 2025:
Nine Months Ended March 31, 2026 Nine Months Ended March 31, 2025
(In thousands) United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Revenues
Transportation $ 577,276 $ 56,426 $ (422 ) $ 633,280 $ 587,774 $ 58,712 $ (217 ) $ 646,269
Value-added services 12,471 27,169 — 39,640 11,814 24,033 — 35,847
589,747 83,595 (422 ) 672,920 599,588 82,745 (217 ) 682,116
Cost of transportation and other services
Transportation 434,414 44,535 (422 ) 478,527 442,500 45,367 (217 ) 487,650
Value-added services 4,527 10,636 — 15,163 4,925 10,507 — 15,432
438,941 55,171 (422 ) 493,690 447,425 55,874 (217 ) 503,082
Adjusted gross profit (1)
Transportation 142,862 11,891 — 154,753 145,274 13,345 — 158,619
Value-added services 7,944 16,533 — 24,477 6,889 13,526 — 20,415
$ 150,806 $ 28,424 $ — $ 179,230 $ 152,163 $ 26,871 $ — $ 179,034
Adjusted gross profit percentage
Transportation 24.7 % 21.1 % N/A 24.4 % 24.7 % 22.7 % N/A 24.5 %
Value-added services 63.7 % 60.9 % N/A 61.7 % 58.3 % 56.3 % N/A 57.0 %
(1) Adjusted gross profit is revenues less the cost of transportation and other services.
Transportation revenue was $633.3 million and $646.3 million for the nine months ended March 31, 2026 and 2025, respectively. The decrease of $13.0 million, or 2.0%, is primarily attributable to meaningful project charter revenues in the prior year period, offset by incremental revenues generated from current and prior year acquisitions. Adjusted transportation gross profit was $154.8 million and $158.6 million for the nine months ended March 31, 2026 and 2025, respectively. Net transportation margins decreased from 24.5% to 24.4%.
Value-added services revenue was $39.6 million and $35.8 million for the nine months ended March 31, 2026 and 2025, respectively. The increase is driven by higher volumes and incremental revenue from expanded warehouse operations primarily in our Canadian segment compared to the prior year period. Adjusted value-added services gross profit was $24.5 million for the nine months ended March 31, 2026, compared to $20.4 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 57.0% to 61.7%.
The following table provides a reconciliation for the nine months ended March 31, 2026 and 2025 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:
(In thousands) Nine Months Ended March 31,
Reconciliation of adjusted gross profit to GAAP gross profit 2026 2025
Revenues $ 672,920 $ 682,116
Cost of transportation and other services (exclusive of depreciation and amortization, shown separately below) (493,690 ) (503,082 )
Depreciation and amortization (7,196 ) (10,827 )
GAAP gross profit $ 172,034 $ 168,207
Depreciation and amortization 7,196 10,827
Adjusted gross profit $ 179,230 $ 179,034
GAAP gross profit percentage 25.6 % 24.7 %
Adjusted gross profit percentage 26.6 % 26.2 %
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The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the nine months ended March 31, 2026 and 2025:
Nine Months Ended March 31, 2026 Nine Months Ended March 31, 2025
(In thousands) United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Adjusted gross profit (1) $ 150,806 $ 28,424 $ — $ 179,230 $ 152,163 $ 26,871 $ — $ 179,034
Operating expenses:
Operating partner commissions 59,439 — — 59,439 57,348 — — 57,348
Personnel costs 46,805 13,754 5,070 65,629 42,588 13,474 3,565 59,627
Selling, general and administrative expenses 19,789 6,065 5,081 30,935 19,771 7,727 4,772 32,270
Depreciation and amortization 2,229 3,059 5,418 10,706 2,892 3,045 8,842 14,779
Change in fair value of contingent consideration — — (3,590 ) (3,590 ) — — (850 ) (850 )
Total operating expenses 128,262 22,878 11,979 163,119 122,599 24,246 16,329 163,174
Income (loss) from operations 22,544 5,546 (11,979 ) 16,111 29,564 2,625 (16,329 ) 15,860
Other income (expense) 405 145 (1,658 ) (1,108 ) 125 160 241 526
Income (loss) before income taxes 22,949 5,691 (13,637 ) 15,003 29,689 2,785 (16,088 ) 16,386
Income tax expense — — (3,940 ) (3,940 ) — — (3,881 ) (3,881 )
Net income (loss) 22,949 5,691 (17,577 ) 11,063 29,689 2,785 (19,969 ) 12,505
Less: net income attributable to non- controlling interest 206 — — 206 (121 ) — — (121 )
Net income (loss) attributable to Radiant Logistics, Inc. $ 23,155 $ 5,691 $ (17,577 ) $ 11,269 $ 29,568 $ 2,785 $ (19,969 ) $ 12,384
Nine Months Ended March 31, 2026 Nine Months Ended March 31, 2025
Operating expenses as a percent of adjusted gross profit (1): United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Operating partner commissions 39.4 % 0.0 % N/A 33.164 % 37.7 % 0.0 % N/A 32.0 %
Personnel costs 31.0 % 48.4 % N/A 36.6 % 28.0 % 50.1 % N/A 33.3 %
Selling, general and administrative expenses 13.1 % 21.3 % N/A 17.3 % 13.0 % 28.8 % N/A 18.0 %
Depreciation and amortization 1.5 % 10.8 % N/A 6.0 % 1.9 % 11.3 % N/A 8.3 %
(1) Adjusted gross profit is revenues less the cost of transportation and other services.
Operating partner commissions increased $2.1 million, or 3.6%, to $59.4 million for the nine months ended March 31, 2026. The increase in commissions is primarily due to a change in gross profit product mix generated from our strategic operating partners, partially offset by the conversions of strategic operating partners to Company-owned locations who earned commissions in the comparable prior year period. As a percentage of adjusted gross profit, operating partner commissions increased 113 basis points to 33.2% from 32.0% for the nine months ended March 31, 2026 and 2025, respectively, as a result of a higher mix of adjusted gross profit generated from strategic operating partners compared to Company-owned locations due to the project charter revenues in the prior year period.
Personnel costs increased $6.0 million, or 10.1%, to $65.6 million for the nine months ended March 31, 2026. The increase is primarily due to an increase in headcount from acquisitions in the current and prior year and the share-based compensation expense in the current period compared to a benefit in the prior year period. As a percentage of adjusted gross profit, personnel costs increased 331 basis points to 36.6% from 33.3% for the nine months ended March 31, 2026 and 2025, respectively.
SG&A expenses decreased $1.4 million, or 4.1%, to $30.9 million for the nine months ended March 31, 2026. The decrease is primarily due to $1.1 million of lease termination costs in the prior year period due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, lower technology spending by consolidating transportation management systems, and lower travel and entertainment costs, partially offset by an increase to the allowance for credit losses and professional service fees. As a percentage of adjusted gross profit, SG&A decreased 76 basis points to 17.3% from 18.0% for the nine months ended March 31, 2026 and 2025, respectively.
Depreciation and amortization costs decreased $4.1 million, or 27.6%, to $10.7 million for the nine months ended March 31, 2026. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by amortization of intangibles from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 228 basis points to 6.0% from 8.3% for the nine months ended March 31, 2026 and 2025, respectively.
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Change in fair value of contingent consideration was a gain of $3.6 million for the nine months ended March 31, 2026, compared to an gain of $0.9 million for the nine months ended March 31, 2025. The change in each year is attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.
Our decrease in net income is driven principally by increased operating partner commissions and personnel costs, partially offset by a gain in fair value of contingent consideration and decreases to depreciation and amortization expense compared to the comparable prior year period.
Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, and gains or losses from changes in fair value of contingent consideration, which are difficult to predict.
The following table provides a reconciliation for the nine months ended March 31, 2026 and 2025 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:
Nine Months Ended March 31, 2026 Nine Months Ended March 31, 2025
(In thousands) United States Canada Corporate/ Eliminations Total United States Canada Corporate/ Eliminations Total
Net income (loss) attributable to Radiant Logistics, Inc. $ 23,155 $ 5,691 $ (17,577 ) $ 11,269 $ 29,568 $ 2,785 $ (19,969 ) $ 12,384
Income tax expense — — 3,940 3,940 — — 3,881 3,881
Depreciation and amortization (1) 2,229 3,059 5,418 10,706 3,006 3,045 8,842 14,893
Net interest expense — — 1,658 1,658 — — (273 ) (273 )
Share-based compensation 696 98 715 1,509 (632 ) 14 (562 ) (1,180 )
Change in fair value of contingent consideration — — (3,590 ) (3,590 ) — — (850 ) (850 )
Lease termination costs 32 133 — 165 52 1,324 — 1,376
Change in fair value of interest rate swap contracts — — — — — — 1,032 1,032
Other (2) (180 ) (156 ) 1,001 665 (12 ) (203 ) (182 ) (397 )
Adjusted EBITDA $ 25,932 $ 8,825 $ (8,435 ) $ 26,322 $ 31,982 $ 6,965 $ (8,081 ) $ 30,866
Adjusted EBITDA as a % of adjusted gross profit (3) 17.2 % 31.0 % N/A 14.7 % 21.0 % 25.9 % N/A 17.2 %
(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.
Liquidity and Capital Resources
Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of March 31, 2026, we have $39.7 million in unrestricted cash and cash equivalents on hand available for working capital and general corporate purposes.
Net cash provided by operating activities was $29.4 million and $10.2 million for the nine months ended March 31, 2026 and 2025, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in fair value of contingent consideration, accounts receivable, prepaid expenses, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the nine months ended March 31, 2026 increased by $19.2 million, compared with the same period in fiscal year 2025, primarily due to decreased net income, offset by net changes in operating assets and liabilities.
Net cash used for investing activities was $8.1 million and $29.8 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for acquisitions were $5.2 million and $25.7 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for purchases of property, technology, and equipment were $3.5 million and $4.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from sale of property, technology, and equipment were $0.5 million and $0.1 million for the nine months ended March 31, 2026 and 2025, respectively.
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Net cash used for financing activities was $4.4 million and net cash provided by financing activities was $13.9 million for the nine months ended March 31, 2026 and 2025, respectively. Net proceeds from the Revolving Credit Facility were $5.0 million and $15.0 million for the nine months ended March 31, 2026 and 2025, respectively. Repayments of finance lease liabilities were $0.2 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively. Repurchases of common stock were $3.5 million and $0.7 million for the nine months ended March 31, 2026 and 2025, respectively. Distributions to noncontrolling interest were less than $0.1 million and $0.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from exercise of stock options were $0.3 million and $1.2 million for the nine months ended March 31, 2026 and 2025, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively.
Revolving Credit Facility
The Company entered into a $200 million syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, 2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150 million tranche that may be loaned in U.S. Dollars and a $50 million tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75 million accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into 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”).
The Revolving Credit Facility matures on August 5, 2027 and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and our subsidiaries, including, without limitation, all of the capital stock of our subsidiaries. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.
For 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.
As of March 31, 2026, borrowings outstanding on the Revolving Credit Facility were $25.0 million. The Company was in compliance with its covenants.