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Excrept from filing document 2025-06-30

Portions of the registrant s proxy statement for the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10 K Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant s fiscal year ended June 30 2025
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 this report 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
Radiant Logistics Inc and its consolidated subsidiaries the Company we or us operates as a leading third party logistics company providing technology enabled global transportation and value added logistics services primarily in the United States and Canada We service a large broad and diversified account base across a range of industries and geographies 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 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 transportation services 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 including 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 distribution services collectively materials management and distribution or MM D services customs house brokerage CHB services and global trade management GTM services to 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 which creates opportunities for the Company to more efficiently source and manage its transportation capacity
In addition to its focus on organic growth the Company will continue to search for third party acquisition candidates that bring critical mass from a geographic and purchasing power standpoint along with providing complementary service offerings to the current platform As well the Company seeks to focus on acquisitive growth through the acquisition of certain of its strategic operating partners 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
As a non asset based third party logistics provider we believe that we are well positioned to provide cost effective and efficient solutions to address the demand in the marketplace for transportation and logistics services We believe that the most important competitive factors in our industry are quality of service including reliability responsiveness expertise and convenience scope of operations geographic coverage information technology and price We believe our primary competitive advantages are as follows
As a non asset based logistics provider we own only a minimal amount of equipment By not owning the transportation equipment used to transport freight we are able to minimize our fixed operating costs and leverage our network of locations to offer competitive pricing and flexible solutions to our customers Moreover our balanced product offering provides us with revenue streams from multiple sources and enables us to retain customers even as they shift across various modes of transportation We believe our low capital intensity model allows us to provide low cost solutions to our customers operate our business with strong cash flow characteristics and retain significant flexibility in responding to changing industries and economic conditions
Our current network is significantly represented by independent agents who operate exclusively on our behalf who we also refer to as our strategic operating partners who rely on us for operating authority technology sales and marketing support access to working capital our carrier and international partner networks and collective purchasing power Through this collaboration our strategic operating partners have the ability to focus on the operational and sales support aspects of their business without diverting costs or expertise to the structural aspect of their operations thus providing our strategic operating partners with the regional national and global brand recognition that they would not otherwise be able to achieve acting alone
We derive a substantial portion of our revenue pursuant to agreements with our strategic operating partners operating under our various brands These arrangements afford us with a relatively low risk growth model as each strategic operating partner is responsible for its own sales and costs of operations Under shared economic arrangements we are responsible to provide to our strategic operating partners centralized back office infrastructure transportation and accounting systems billing and collection services
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 For the annual period up to the date of this report no single customer and no strategic operating partner represented more than 10 of our consolidated revenue thus reducing concentration risks associated with any particular industry geographic or customer concentration
A primary component of our business strategy is the continued development of advanced information systems to provide accurate and timely information to our management strategic operating partners and customers We believe that the ability to provide accurate real time information on the status of shipments has and will become increasingly important in our industry Our customer delivery tools enable connectivity with our customers and trading partners systems which leads to more accurate and up to date information on the status of shipments Our centralized transportation management system rating routing tender and financial settlement process drives significant efficiency across our network We also have access to a proprietary global trade management platform that will provide purchase order and vendor management tools that unlock SKU level visibility from the manufacturing floor in Asia through final delivery in the U S We believe this will allow us to further differentiate ourselves in the marketplace and provide additional support for both current and prospective customers
We provide worldwide supply chain services which include international air and ocean services that complement our domestic service offerings Our offerings include heavyweight and small package air services providing same day next flight out air charters next day a m p m second day a m p m as well as time definite surface transport moves Our non asset based business model allows us to use commercial passenger and cargo flights thus enabling us to have thousands of daily flight options to choose from and pickup and delivery network options that provides us with zip code to zip code coverage throughout North America
As we continue to grow and scale the business we expect to continue to develop density in our trade lanes which creates opportunities for us to more efficiently source and manage our transportation capacity Through acquisitions our network also has access to truck brokerage and intermodal capabilities We believe the benefit of our relative purchasing power along with our service line expansion will serve as a competitive differentiator in the marketplace to help us secure new customers and attract additional strategic operating partners to our network
In addition to our core transportation service offerings we also provide value added supply chain services including MM D CHB and GTM services We believe that our value added services allow us to leverage our transportation services to generate additional revenue and provide additional convenience to our customers
The logistics industry is highly fragmented with thousands of companies of various sizes competing in the domestic and international markets As business requirements for efficient and cost effective logistics services have increased so has the importance and complexity of effectively managing freight transportation Businesses increasingly strive to minimize inventory levels perform manufacturing and assembly operations in the lowest cost locations and distribute their products in numerous global markets As a result companies are increasingly looking to third party logistics providers to help them execute their supply chain strategies
Shippers typically manage their supply chains using some combination of asset and non asset based service providers We operate principally as a non asset based third party logistics provider focused on freight forwarding truck brokerage and intermodal transportation services along with associated value added services According to Statista the market for third party logistics services in the United States and Canada is estimated at approximately 336 3 billion annually
Because non asset based companies select from various transportation options in routing customer shipments they are often able to serve customers less expensively and with greater flexibility than their asset based competitors who are typically focused on maximizing the utilization of their own captive fleets of trucks aircraft and ships rather than the specific needs of the customer
We are a Delaware corporation formed in 2001 Our objective is to provide customers with comprehensive multimodal transportation and logistics services offered by us through our Radiant Airgroup Adcom DBA Service by Air and Navegate brands Since inception of our business in 2006 we have executed a strategy to expand operations through a combination of organic growth and the strategic acquisition of non asset based transportation and logistics providers meeting our acquisition criteria We have successfully completed 33 acquisitions since our initial acquisition of Airgroup in January of 2006 including
We expect to grow our business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings This includes the acquisition of third parties as well as the acquisition of strategic operating partners We will continue to make enhancements to our back office infrastructure transportation management global trade management and accounting systems to support this growth Our organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships while continuing our efforts on the organic build out of our network of strategic operating partner locations In addition we will also be working to drive further productivity improvements enabled through our value added truck brokerage and customs house brokerage service capabilities
Our acquisition strategy has been designed to take advantage of shifting market dynamics Demand for third party logistics continues to grow as an increasing number of businesses outsource their logistics functions to more cost effectively manage and extract value from their supply chains The industry is positioned for further consolidation as it remains highly fragmented and as customers are demanding the types of sophisticated and broad reaching service offerings that can more effectively be handled by larger more diverse organizations We believe the highly fragmented composition of the marketplace the industry participants need for capital and their owners desire for liquidity has and will continue to produce a large number of attractive acquisition candidates For the most part our target acquisition candidates are generally smaller than those identified as acquisition targets of larger public companies and have limited ability to conduct their own public offerings or obtain financing that will provide them with capital for liquidity or rapid growth We believe that many of these smaller companies are receptive to our acquisition program as a vehicle for realizing a liquidity or growth opportunity We intend to be opportunistic in executing our acquisition strategy with a goal of expanding both our domestic and international capabilities
While our acquisition strategy has often focused on the acquisition of third party businesses operating within the logistics industry we have frequently purchased the businesses of our strategic operating partners These acquisitions offer certain other advantages from risk mitigation since we are already intimately aware of the financial metrics of our operating partners to enhancing the growth of our agency network motivated in part by the unique advantage we offer to our strategic operating partners through a possible exit transaction
Leverage the People Process and Technology Available through a Central Platform A key element of our operating strategy is to maximize our operational efficiencies by integrating general and administrative functions into our back office operations and reducing or eliminating redundant functions and facilities at acquired companies This is designed to enable us to quickly realize potential savings and synergies efficiently control and monitor operations of acquired companies and allow acquired companies to focus on growing their sales and operations
Develop and Maintain Strong Customer Relationships We seek to develop and maintain strong interactive customer relationships by anticipating and focusing on our customers needs We emphasize a relationship oriented approach to business rather than the transaction or assignment oriented approach used by many of our competitors To develop close customer relationships we and our network of operating partners regularly meet with both existing and prospective customers to help design solutions for and identify the resources needed to execute their supply chain strategies We believe that this relationship oriented approach results in greater customer satisfaction and reduced business development expense
Through our operating locations across North America we offer domestic and international freight forwarding and freight brokerage services including air ocean truckload LTL and intermodal which is the movement of freight in trailers or containers by combination of truck and rail As a third party logistics provider 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 including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems We also provide other value added supply chain services including MM D CHB and GTM to complement our core transportation service offering
As a non asset based provider we generally do not own the transportation equipment used to transport freight We generally expect to neither own nor operate any material transportation assets and consequently arrange for transportation of our customers shipments via trucking companies commercial airlines air cargo carriers railroads ocean carriers and other non asset based third party providers We select the carrier for a shipment based on route departure time available cargo capacity and cost We may charter cargo aircraft and or ocean vessels from time to time depending upon seasonality freight volumes and other factors We generate our gross margin on the difference between what we charge our customers for the services provided to them and what we pay to the transportation providers to transport the customers freight
Freight forwarding As a freight forwarder we operate as a non asset based carrier providing domestic and international freight forwarding services Our freight forwarding operations involve obtaining shipment or material orders from customers creating and delivering a wide range of logistics solutions to meet customers specific requirements for transportation and related services and arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems We arrange for transportation of our customers shipments via trucking companies commercial airlines air cargo carriers ocean carriers and other asset based and non asset based third party providers We select the carrier for a shipment based on route departure time available cargo capacity and cost We charter cargo aircraft from time to time depending upon seasonality freight volumes and other factors
Freight brokerage We also provide significant bi modal brokerage capabilities providing truckload LTL and intermodal services throughout the United States and Canada which is managed through our centralized service centers in Chicago Illinois and Toronto Ontario We offer temperature controlled dry van intermodal drayage and flatbed services and specialize in the transport of food and beverage consumer packaged goods and frozen food and refrigerated products
As a truck broker we match the customers needs with carriers capacity to provide the most effective combination of service and price We have contracts with a substantial number of carriers allowing us to meet the varied needs of our customers As part of the truck brokerage services we negotiate rates electronically track shipments in transit and handle claims for freight loss or damage on behalf of our customers For our LTL service we employ a point to point model that we believe serves as a competitive advantage over the traditional hub and spoke LTL model in terms of faster transit times lower incidence of damage and reduced fuel consumption
As an intermodal services company we arrange for the movement of our customers freight in containers trailers and rail boxcars typically over long distances of at least 750 miles We contract with railroads to provide transportation for the long haul portion of the shipment and with local trucking companies known as drayage companies for pickup and delivery As part of our intermodal services we negotiate rates electronically track shipments in transit consolidate billing and handle claims for freight loss or damage on behalf of our customers
The continued enhancement of our information systems and ultimate migration of acquired companies and additional strategic operating partners to a common set of customer facing and back office applications is a key component of our growth strategy We believe that the ability to provide accurate real time information on the status of shipments as well as enhanced reporting and visibility tools has become increasingly important and that our efforts in this area will result in competitive service advantages We are also able to offer customers purchase order and vendor management tools that unlock SKU level visibility from the manufacturing floor in Asia through final delivery in the U S through our proprietary global trade management platform which we believe this will allow us to further differentiate ourselves in the marketplace In addition we believe that centralizing our operations into a single transportation management system rating routing tender and financial settlement processes will continue to drive significant productivity improvement across our network
In our forwarding operations we primarily utilize SAP TM and to a lesser extent Cargowise as our primary third party transportation management systems both of which are integrated to our third party accounting system SAP ECC These systems combine to form the foundation of our supply chain technologies which provide us with a common set of back office operating accounting and customer facing applications In our brokerage operations we utilize the TEDS system for transportation management and Megatrans and Revenova for intermodal services and Profit Tools for drayage services In our warehousing operations we use Highjump which has its own integrated order management services functionality These systems are connected to Epicor and JD Edwards for accounting and financial reporting In an effort to enhance field operations and financial reporting we continue to implement field training and other assistance in order to gradually migrate our transportation management systems into a singular SAP based platform In addition we are planning to migrate our various other operating and financial reporting systems to a singular SAP based platform Future phases will include the transition of our legacy brokerage transportation management and financial reporting systems to SAP ECC
We principally market our services through our network of Company owned and strategic operating partner locations across North America Each office is staffed with operational employees to provide support for the sales team develop frequent contact with the customer s traffic department and perform customer service Our current network is significantly represented by strategic operating partners that rely on us for operating authority technology sales and marketing support access to working capital our carrier and international partners networks and collective purchasing power Through this collaboration our strategic operating partners have the ability to focus on the operational and sales support aspects of the business without diverting costs or expertise to the structural aspect of their operations providing our partners with the regional national and global brand recognition that they would not otherwise be able to achieve by solely serving their local market We have no customers or strategic operating partners that separately account for more than 10 of our consolidated revenue although we do have a number of significant customers and strategic operating partner locations with volume and stature the loss of one or more of which could negatively impact our ability to retain and service our customers
The logistics business is directly impacted by the volume of domestic and international trade The volume of such trade is influenced by many factors including economic and political conditions in the United States and abroad major work stoppages currency fluctuations acts of war terrorism and other armed conflicts United States and international laws relating to tariffs trade restrictions foreign investments interest rates inflation and taxation
The global transportation and logistics services industry is intensively competitive and is expected to remain so for the foreseeable future We compete against asset based and other non asset based third party logistics companies consultants information technology vendors and shippers transportation departments This competition is based primarily on rates quality of service such as damage free shipments on time delivery and consistent transit times reliable pickup and delivery and scope of operations Certain of our competitors have substantially greater financial resources than we do However we believe the incremental service offerings enabled through our acquisition strategy will serve as a catalyst for margin expansion in our existing business and a competitive differentiator in the marketplace to help us secure new customers and attract additional strategic operating partners to our network
Interstate and international transportation of freight is highly regulated Failure to comply with applicable state and federal regulations or to maintain required permits or licenses can result in substantial fines or revocation of operating permits or authorities imposed on both transportation intermediaries and their shipper customers We cannot give assurance as to the degree or cost of future regulations on our business Some of the regulations affecting our current and prospective operations are described below
Air freight forwarding operations are subject to regulations as an indirect air cargo carrier under the Federal Aviation Act as enforced by the Federal Aviation Administration of the U S Department of Transportation and the Transportation Security Administration of the Department of Homeland Security While air freight forwarders are exempt from most of the Federal Aviation Act s requirements by the Economic Aviation Regulations the industry is subject to ongoing regulatory and legislative developments that can impact the economics of the industry by requiring changes to operating practices or influencing the demand for and the costs of providing services to customers
Surface freight forwarding operations are subject to various state and federal statutes and are regulated by the Federal Motor Carrier Safety Administration of the U S Department of Transportation and to a very limited extent the Surface Transportation Board These federal agencies have broad investigatory and regulatory powers including the power to issue a certificate of authority or license to engage in the business to approve specified mergers consolidations and acquisitions and to regulate the delivery of some types of domestic shipments and operations within particular geographic areas
The Federal Motor Carrier Safety Administration also has the authority to regulate interstate motor carrier operations including the regulation of certain rates charges and accounting systems to require periodic financial reporting and to regulate insurance driver qualifications operation of motor vehicles parts and accessories for motor vehicle equipment hours of service of drivers inspection repair maintenance standards and other safety related matters The federal laws governing interstate motor carriers have both direct and indirect application to the Company The breadth and scope of the federal regulations may affect our operations and the motor carriers that are used in the provisioning of the transportation services In certain locations state or local permits or registrations may also be required to provide or obtain intrastate motor carrier services
The Federal Maritime Commission FMC regulates and licenses ocean forwarding operations Non vessel operating common carriers are subject to FMC regulation under the FMC tariff filing and surety bond requirements and under the Shipping Act of 1984 particularly those terms proscribing rebating practices
United States customs brokerage operations are subject to the licensing requirements of the Bureau of Customs and Border Protection of the Department of Homeland Security Likewise any customs brokerage operations must also be licensed in and subject to the regulations of countries into which freight is imported
We seek to maintain a best in class level of corporate governance on behalf of our stakeholders including our associates customers consumers communities and shareholders We also recognize the importance of environmental and social factors related to how we operate our business We continue to enhance our Environmental Social and Governance ESG efforts and accelerate programs to manage our impact on climate change and reduce greenhouse gas GHG emissions We also recognize our responsibility to act as a force for good in our communities and deliver value across our broad set of stakeholders
The Board of Directors has oversight of ESG related matters including sustainability risks and opportunities Our ESG Steering Committee leads the execution of our strategy through an ESG Task Force comprised of a cross functional team representing our operations products and services Guided by our ESG materiality assessment and International Financial Reporting Standards IFRS sustainability standards we have identified relevant ESG issues impacting our business and stakeholders this assessment provides a framework for our strategic plan To test the resilience of our strategy we are developing scenario analyses in alignment with the International Sustainability Standards Board ISSB to stress test and improve our resiliency As part of this effort we actively engage with leaders across the Company to identify and discuss material climate related risks and opportunities Climate related risks identified through this scenario analysis will be incorporated into our Enterprise Risk Management ERM Framework and evaluated through the lens of both regulatory developments and customer expectations
In our 2024 Annual Report on Form 10 K we identified climate change as a financially material topic and highlighted investments in external climate experts to expand our capabilities to map and measure GHG emissions in our operations and value chain In 2025 we expanded our emissions inventory efforts to include upstream and downstream Scope 3 sources across our value chain building on our completed Scope 1 and 2 data to advance toward a full GHG emissions baseline Our comprehensive data set will inform future governance strategy risk management and metrics and targets Our 2025 Sustainability Report includes the results of this initiative and provides a baseline for our future Scope 1 and Scope 2 climate targets which are currently under development and expected to be aligned with the Science Based Targets initiative SBTi As a non asset based provider of global transportation and logistics solutions the majority of our climate impact is in our value chain including asset based carriers utilized to transport goods for our customers We are actively focused on measuring Scope 1 and Scope 2 emissions and improving our overall understanding of climate risks and opportunities We are also finalizing a renewable energy strategy for our company owned facilities to support our emissions goals Our ongoing strategic initiatives include 1 reporting an annual GHG emissions inventory including those within our value chain 2 establishing GHG reduction targets aligned with the SBTi and 3 engaging with our suppliers customers and partners We have also evaluated cost effective pathways to achieve 100 renewable electricity for company owned operations including the use of Renewable Energy Certificates This strategy will complement renewable energy partnerships with property managers at our leased facilities Additionally we continue to align our annual performance disclosure in accordance with the IFRS ISSB and the IFRS industry based disclosure requirements for the Air Freight and Logistics sector
We are committed to being a socially responsible employer and fostering a culture of employee engagement and inclusion at Radiant while continuing to act as a good corporate citizen In 2023 we launched a long term partnership with the American Heart Association and have continued to seek partnerships with other local organizations
We are committed to fostering a positive and engaging culture of employee inclusion and belonging Our goal as a company is to create and maintain a high performance environment where all people throughout our workforce can thrive We believe that an inclusive workplace built on equity respect and representation is crucial to our efforts to attract and retain key talent and foster a work culture that reflects our core values
We maintain a website at www radiantdelivers com We are not including the information contained on our website as a part of nor incorporating it by reference into this Annual Report on Form 10 K We post on our website free of charge documents that we file with or furnish to the SEC including our Annual Reports on Form 10 K Quarterly Reports on Form 10 Q Current Reports on Form 8 K and proxy statements as soon as reasonably practicable after we electronically file such material with or furnish such material to the SEC These reports are also available free of charge on the SEC website at www sec gov
You should carefully consider the risk factors set forth below as well as the other information contained in or incorporated by reference into this Annual Report on Form 10 K before investing in our common stock Any of the following risks could materially and adversely affect our business financial condition or results of operations In such a case you may lose all or part of your investment The risks described below are not the only risks facing us Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business financial condition or results of operations The future trading price of shares of our common stock will be affected by the performance of our business relative to among other things competition market conditions and general economic and industry conditions
We sell our services through Company owned locations operating under the Radiant brands and through a network of independently owned strategic operating partners throughout North America operating under the Airgroup Adcom DBA and Service by Air brands For the fiscal years ended June 30 2025 and 2024 approximately 42 and 50 of our consolidated adjusted gross profit this is a non U S Generally Accepted Accounting Principles GAAP measure see further discussion and reconciliation to a GAAP measure in Item 7 was derived through our strategic operating partners We believe our strategic operating partners will remain a critical component to our success for the foreseeable future Although the terms of our strategic operating partner agreements vary widely they generally cover the manner and amount of payments the services to be performed the length of the contract and provide us with certain protections such as strategic operating partner funded reserves against potential bad debts indemnification obligations and in certain instances include a personal guaranty of the independent owner s of the strategic operating partners Certain of our strategic operating partner agreements are for defined terms while others are subject to evergreen terms or contain automatic renewal provisions or are at will on a month to month basis Regardless of the stated term in most situations the agreements can be terminated by the strategic operating partner with applicable contractual notice As certain agreements expire there can be no assurance that we will be able to enter into new agreements that provide for the same terms and economics as those previously agreed upon if at all Thus we are subject to the risk of strategic operating partner terminations and the failure or refusal of certain of our strategic operating partners to renew their existing agreements This risk is often accentuated upon the acquisition of a new agency based network We have a number of customers and strategic operating partner locations with significant volume and stature however no single customer or strategic operating partner location represents more than 10 of our consolidated revenue We cannot be certain that we will be able to maintain and expand our existing strategic operating partner relationships or enter into new strategic operating partner relationships or that new or renewed strategic operating partner relationships will be available on commercially reasonable terms If we are unable to maintain and expand our existing strategic operating partner relationships renew existing strategic operating partner relationships or enter into new strategic operating partner relationships we may lose customers customer introductions and co marketing benefits and our operating results may be negatively impacted We may also be restricted from growing in certain territories or with certain customers except through our strategic operating partners
If our strategic operating partners fail to maintain adequate reserves against unpaid customer invoices or if we are unable to offset against commissions earned and payable by us to our strategic operating partners for unpaid customer invoices our results of operations and financial condition may be adversely affected
We derive a substantial portion of our revenue pursuant to agreements with strategic operating partners operating under our various brands Under these agreements each individual strategic operating partner is responsible for some or all of the collection of amounts due from customers being serviced by such strategic operating partner Certain of our strategic operating partners are required to maintain a security deposit with us to be used to fund those customer accounts ultimately not collected by us We charge each of the strategic operating partners for any accounts receivable aged beyond 90 days If the strategic operating partner s deposit with us has been depleted an amount will be owed to us by our strategic operating partner Based on legacy contracts assumed upon acquisition some strategic operating partners are not required to maintain a security deposit however they are still responsible for deficits and their strategic operating partner agreements provide that we may withhold all or a portion of future commissions payable to the strategic operating partner in satisfaction of any deficit As of June 30 2025 approximately 1 3 million was owed to us by our strategic operating partners To the extent any of these strategic operating partners cease operations or are otherwise unable to replenish these deficit accounts we would be at risk of loss for any such amount We include such amounts in the allowance for credit losses when it is probable the amounts owed will not be collected
We are regulated among other things as indirect air carriers by the Transportation Security Administration of the Department of Homeland Security These agencies provide requirements guidance and in some cases administer licensing requirements and processes applicable to the freight forwarding industry We monitor our compliance and the compliance of our subsidiaries with such agency requirements We rely on our strategic operating partners to monitor their own compliance except when we are notified of a violation when we may become involved Failure to comply with these requirements policies and procedures could result in penalties and fines To date a limited number of our strategic operating partners have been out of compliance with the indirect air carrier regulations resulting in fines to us which we attempt to collect from the strategic operating partners There is no assurance that additional violations will not take place which could result in penalties or fines or in the extreme case limits on our ability to ship freight
We rely heavily on our information technology systems to efficiently run our business and they are a key component of our growth strategy To keep pace with changing technologies and customer demands we must correctly interpret and address market trends and enhance the features and functionality of our technology platform in response to these trends that may lead to significant ongoing software development or licensing costs We may be unable to accurately determine the needs of our customers and strategic operating partners and the trends in the transportation services industry or to design or license and implement the appropriate features and functionality of our technology platform in a timely and cost effective manner which could result in decreased demand for our services and a corresponding decrease in our revenues
Further we must maintain and enhance the reliability and speed of our information technology systems to remain competitive and effectively handle higher volumes of freight through our network and the various service modes we offer If our information technology systems are unable to manage additional volume for our operations as our business grows or if such systems are not suited to manage the various service modes we offer or businesses we acquire our service levels and operating efficiency could decline We expect customers and strategic operating partners to continue to demand more sophisticated fully integrated information systems from their supply chain services providers If we fail to hire and retain qualified personnel to implement protect and maintain our information technology systems or if we fail to upgrade our systems to meet our customers and strategic operating partners demands our business and results of operations could be seriously harmed This could result in a loss of customers or a decline in the volume of freight we receive from customers
In addition acquired companies will need to be integrated with our information technology systems which may cause additional training or licensing cost along with potential delays and disruption In such event our revenue financial results and ability to operate profitably could be negatively impacted The challenges associated with integration of our acquisitions may increase these risks
We have been and may in the future be subject to cybersecurity attacks and other intentional hacking For example as previously disclosed on December 8 2021 we detected a ransomware incident impacting certain of our operational and information technology systems On or about March 14 2024 through our information technology systems monitoring tools we detected what was determined to be the initial stages of a cybersecurity incident related to our Canadian operations Even though in both instances we recovered our systems and returned our operations to full functionality the incident did result in a modest loss of revenue as well as certain incremental costs Any failure to design or maintain our information technology systems so that they can prevent or at least identify and address such cybersecurity risks could result in corruption or loss of our data service interruptions operational difficulties loss of revenues or market share liability to customers or others for any potential loss of Personal Identifiable Information diversion of resources injury to our reputation and increased service and maintenance costs Addressing such issues could prove to be impossible or very costly and responding to resulting claims or liability could similarly involve substantial cost Additionally the insurance coverage we have in place may not apply to particular loss or it may not be sufficient to cover all liabilities to which we may be subject
The growth of our business through acquisitions has resulted in our reliance on the accounting business information and other computer systems of these acquired entities to capture and transmit information concerning customer orders carrier payment payroll and other critical business data We continue to make progress towards migrating our various legacy operating and accounting systems to a singular SAP based system As long as an acquired business remains on another information technology system we face additional manual calculations training costs delays and an increased possibility of inaccuracies in the data we use to manage our business and report our financial results Any delay in compiling assessing and reporting information could adversely impact our business our ability to timely react to changes in volumes prices or other trends or to take actions to comply with financial covenants all of which could negatively impact our stock price
We rely on commercial airfreight carriers and air charter operators ocean freight carriers trucking companies major U S railroads other transportation companies draymen and longshoremen for the movement of our customers cargo Consequently our ability to provide services for our customers could be adversely impacted by among other things shortages in available cargo capacity changes by carriers and transportation companies in policies and practices such as scheduling pricing payment terms and frequency of service increases in the cost of fuel taxes and labor changes in the financial stability or operating capabilities of carriers and other factors not within our control Reductions in trucking airfreight or ocean freight capacity could negatively impact our yields Material interruptions in service or stoppages in transportation whether caused by supply chain irregularities strike work stoppage lock out slowdown other supply chain issues or otherwise could adversely impact our business results of operations and financial condition
We have increased and intend to further increase our revenue through organic growth adding strategic operating partners and acquisitions We believe that certain of our costs such as those related to information technology physical locations senior management and sales and general operations and excluding non cash amortization should grow more slowly than our adjusted gross profit which would lead to improved cash flow margins over time Historically our cash flow margins have fluctuated and have not always improved as we have grown To the extent we fail to manage our costs including purchased transportation strategic operating partner commissions personnel expenses and sales and general expenses our profitability may not improve or may decrease This could adversely impact our business results of operation financial condition and the trading price of our common stock
The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recessions downturns in business cycles of our customers interest rate fluctuations inflation pressures and other economic factors beyond our control Deterioration in the economic environment subjects our business to various risks that may have a material impact on our operating results and cause us to not reach our long term growth goals and which may include the following
The extent to which a health pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict including the duration and scope of the pandemic governmental business and individuals actions in response to the pandemic and the impact on economic activity including the possibility of recession or financial market instability These factors may adversely impact consumers business and government spending as well as customers ability to pay for our services on an ongoing basis This uncertainty also affects management s accounting estimates and assumptions which could result in greater variability in a variety of areas that depend on these estimates and assumptions including receivables and forward looking guidance
Historically our operating results have been subject to seasonal trends when measured on a quarterly basis Our first and third fiscal quarters are traditionally weaker compared with our second and fourth fiscal quarters As a result our quarterly operating results are likely to continue to fluctuate This trend is dependent on numerous factors including the markets in which we operate holiday seasons climate economic conditions inflationary pressure and numerous other factors A substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to consumer demand which can sometimes be difficult to predict or are based on just in time production schedules Therefore our revenue is to a large degree affected by factors that are outside of our control There can be no assurance that our historic operating patterns will continue in future periods as we cannot influence or forecast many of these factors
Our operating results have fluctuated in the past and likely will continue to fluctuate in the future because of a variety of factors many of which are beyond our control including inflationary pressures supply chain disruptions and tariff uncertainties A substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to economic trends such as inflation tariff uncertainties supply chain irregularities and consumer demand that can be difficult to predict or are based on just in time production schedules Because our quarterly revenues and operating results vary significantly comparisons of our results from period to period are not necessarily meaningful and should not be relied upon as an indicator of future performance Additionally the timing of acquisitions as well as the revenue and expenses of the acquired operations the transaction expenses amortization of intangible assets and interest expense associated with acquisitions can make our operating results from period to period difficult to compare Accordingly there can be no assurance that our historical operating patterns will continue in future periods or that comparisons to prior periods will be meaningful
Carriers can be expected to charge higher prices if market conditions warrant including increased costs of fuel labor shortages increased shipping times due to supply chain disruptions Our adjusted gross profit and income from operations may decrease if we are unable to increase our pricing to our customers Increased demand for truckload services and pending changes in regulations may reduce available capacity and increase carrier pricing
The freight forwarding freight brokerage logistics and supply chain management industry is intensely competitive and is expected to remain so for the foreseeable future We face competition from a number of companies including many that have significantly greater financial technical and marketing resources Customers increasingly are turning to competitive bidding processes in which they solicit bids from a number of competitors including competitors that are larger than us Increased competition may lead to revenue reductions reduced profit margins or a loss of market share any one of which could harm our business There are many factors that could impair our profitability including the following
There currently is a trend within our industry towards consolidation of the niche players into larger companies that are attempting to increase global operations through the acquisition of regional and local freight forwarders brokers and other freight logistics providers If we cannot gain sufficient market presence or otherwise establish a successful strategy in our industry we may not be able to compete successfully against larger companies in our industry
If we are not able to limit our liability for customers claims for loss or damage to their goods through contract terms and limit our exposure through the purchase of insurance we could be required to pay large amounts to our customers as compensation for their claims and our results of operations could be materially adversely affected
In our freight forwarding operations we have liability under law to our customers for loss or damage to their goods We attempt to limit our exposure through release limits indemnification by the air ocean and ground carriers that transport freight and insurance Moreover because a freight forwarder relationship to an airline or ocean carrier is that of a shipper to a carrier the airline or ocean carrier generally assumes the same responsibility to us as we assume to our customers When we act in the capacity of an authorized agent for an air or ocean carrier the carrier rather than us assumes liability for the safe delivery of the customer s cargo to its ultimate destination unless due to our own errors and omissions However these efforts may prove unsuccessful and we may be liable for loss and damage to the goods
In addition to legal liability from time to time customers may exert economic pressure when the underlying carrier fails to cover the costs of loss or damage We have from time to time made payments to our customers for claims related to our services and may make such payments in the future Should we experience an increase in the number or size of such claims or an increase in liability pursuant to claims or unfavorable resolutions of claims our results could be adversely affected
There can be no assurance that our insurance coverage will provide us with adequate coverage for such claims or that the maximum amounts for which we are liable in connection with our services will not change in the future or exceed our insurance levels As with every insurance policy there are limits exclusions and deductibles that apply and we could be subject to claims for which insurance coverage may be inadequate or even disputed and such claims could adversely impact our financial condition and results of operations In addition continued increases in the cost of insurance costs impact our profitability
We use the services of thousands of transportation companies in connection with our transportation operations From time to time the drivers employed and engaged by the carriers we contract with are involved in accidents which may result in death or serious personal injuries The resulting types and or amounts of damages may be excluded from or exceed the amount of insurance coverage maintained by the contracted carrier Although these drivers are not our employees and all of these drivers are employees owner operators or independent contractors working for carriers from time to time claims may be asserted against us for their actions or for our actions in retaining them Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all A material increase in the frequency or severity of accidents liability claims or workers compensation claims or unfavorable resolutions of claims could materially and adversely affect our operating results In addition significant increases in insurance costs or the inability to purchase insurance as a result of these claims could reduce our profitability Our involvement in the transportation of certain goods including but not limited to hazardous materials could also increase our exposure in the event one of our contracted carriers is involved in an accident resulting in injuries or contamination
Our business exposes us to claims and litigation related to damage to cargo labor and employment practices including wage and hour employment classification of independent contractor drivers sales representatives brokerage agents and other individuals and other federal and state claims personal injury property damage business practices environmental liability and other matters We carry insurance to cover most exposures subject to specific coverage exceptions aggregate limits and self insured retentions that we negotiate from time to time However not all claims are covered and there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute To the extent we experience claims that are uninsured exceed our coverage limits or involve significant aggregate use of our self insured retention amounts the expenses could have a material adverse effect on our business results of operations financial condition or cash flows particularly in the quarter in which the amounts are accrued In addition in the future we may be subject to higher insurance premiums or increase our self insured retention amounts which could increase our overall costs or the volatility of claims expense
Our business is subject to evolving complex and increasing regulation by national and international sources Regulatory changes could affect the economics of our industry by requiring changes in operating practices or influencing the demand for and the costs of providing services to customers Future regulation and our failure to comply with any applicable regulations could have a material adverse effect on our business
Our success depends in part on our ability to maintain the image of the Radiant Airgroup Adcom DBA Service by Air and Navegate brands and our reputation for providing excellent service to our customers Service quality issues actual or perceived even when false or unfounded could tarnish the image of our brand and may cause customers to use other freight forwarding companies Adverse publicity whether or not justified relating to activities by our employees contractors suppliers agents or others with whom we do business could tarnish our reputation and reduce the value of our brand Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our business financial position and results of operations and could require additional resources to rebuild our reputation and restore the value of our brands
We use both internally developed and purchased technology in conducting our business Whether internally developed or purchased it is possible that the user of these technologies could be claimed to infringe upon or violate the intellectual property rights of third parties In the event that a claim is made against us by a third party for the infringement of intellectual property rights any settlement or adverse judgment against us either in the form of increased costs of licensing or a cease and desist order in using the technology could have an adverse effect on us and our results of operations
We also rely on a combination of intellectual property rights including copyrights trademarks domain names trade secrets intellectual property licenses and other contractual rights to establish and protect our intellectual property and technology Any of our owned or licensed intellectual property rights could be challenged invalidated circumvented infringed or misappropriated our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties or we may fail to secure the rights to intellectual property developed by our employees contractors and others Given our international operations we seek to register our trademarks and other intellectual property domestically and internationally The laws of certain foreign countries may not protect trademarks to the same extent as do the laws of the United States Efforts to enforce our intellectual property rights may be time consuming and costly distract management s attention and resources and ultimately be unsuccessful Moreover our failure to develop and properly manage new intellectual property could adversely affect our market positions and business opportunities
We intend to grow rapidly and substantially including by expanding our internal resources by making acquisitions and entering into new markets We may experience difficulties and higher than expected expenses in executing this strategy as a result of unfamiliarity with new markets and change in revenue and business models
Our growth will place a significant strain on our management operational and financial resources We will need to continually improve existing procedures and controls as well as implement new transaction processing operational and financial systems and procedures and controls to expand train and manage our employee base Our working capital needs will increase substantially as our operations grow Failure to manage growth effectively or obtain necessary working capital could have a material adverse effect on our business results of operations cash flows stock price and financial condition
We currently maintain a 200 million revolving credit facility the Revolving Credit Facility with Bank of America N A and BMO Capital Markets Corp as joint book runners and joint lead arrangers Bank of America N A as Administrative Agent Swingline Lender and Letter of Credit Issuer Bank of Montreal as syndication agent KeyBank National Association and MUFG Union Bank N A as co documentation agents and Bank of America N A Bank of Montreal KeyBank National Association MUFG Union Bank N A and Washington Federal Bank National Association as lenders such named lenders are collectively referred to herein as Lenders pursuant to a Credit Agreement dated as of August 5 2022 Repayment of the foregoing credit facility is secured by our assets and the assets of our subsidiaries including without limitation all of the capital stock of our subsidiaries
The Revolving Credit Facility includes a 75 million accordion feature to support future acquisition opportunities For general borrowings under the Revolving Credit Facility the Company is subject to the maximum consolidated leverage ratio of 3 00 and minimum consolidated interest coverage ratio of 3 00 Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock
Our compliance with the financial covenants of our credit facility is particularly important given the materiality of such facility to our day to day operations and overall acquisition strategy If we fail to comply with these covenants and are unable to secure a waiver or other relief our financial condition would be materially weakened and our ability to fund day to day operations would be materially and adversely affected Accordingly we employ EBITDA and adjusted EBITDA as management tools to measure our historical financial performance and as a benchmark for future financial flexibility
Although as of June 30 2025 we only had 20 0 million of indebtedness outstanding under our Revolving Credit Facility we may in the future incur substantial indebtedness if needed to support our operations to support our growth strategy or for whatever other purpose is deemed necessary or appropriate at the time If incurred substantial indebtedness could have adverse consequences such as
In addition violating covenants in these agreements could have a material adverse effect on our business financial condition and results of operations Consequences if the violations are not cured or waived could include substantially increasing our cost of borrowing restricting our future operations termination of our lenders commitments to supply us with further funds cross defaults to other obligations or acceleration of our obligations If some or all of our obligations are accelerated we may not be able to fully repay them
For the foreseeable future our success will depend largely on the continued services of our Founder Chairman and Chief Executive Officer Bohn H Crain as well as certain of our other key executives and executives of our acquired businesses because of their collective industry knowledge marketing skills and relationships with vendors customers and strategic operating partners Our ability to appropriately staff and retain employees is important to our variable cost model Should any of these individuals leave us we could have difficulty replacing them with qualified individuals and it could have a material adverse effect on our future results of operations
The methods estimates and judgments that we use in applying our accounting policies have a significant impact on our results of operations see Critical Accounting Estimates in Part II Item 7 of this report Such methods estimates and judgments are by their nature subject to substantial risks uncertainties and assumptions and factors may arise over time that lead us to change our methods estimates and judgments Changes in those methods estimates and judgments could significantly affect our results of operations
As a result of the potential for terrorist attacks federal state and municipal authorities have implemented and continue to follow various security measures including among others checkpoints and travel restrictions on large trucks Such measures may reduce the productivity of our independent contractors and transportation providers or increase the costs associated with their operations which we could be forced to bear For example security measures imposed at bridges tunnels border crossings and other points on key trucking routes may cause delays and increase the non driving time of our independent contractors and transportation providers which could have an adverse effect on our results of operations We also have higher costs due to mandated security screening of air cargo traveling on passenger airlines and ocean freight War risk of war or a terrorist attack also may have an adverse effect on the economy A decline in economic activity could adversely affect our revenues or restrict our future growth Instability in the financial markets as a result of terrorism or war also could impact our ability to raise capital In addition the insurance premiums charged for some or all of the coverage currently maintained by us could increase dramatically or such coverage could be unavailable in the future
We provide services to customers engaged in international commerce and intend to grow our international business in the coming years For the fiscal years ended June 30 2025 and 2024 international services accounted for 45 and 40 of our adjusted gross profit respectively International services is defined as any shipment with an initiation or destination point outside of the United States All factors that affect international trade have the potential to expand or contract our international business and impact our operating results For example international trade is influenced by among other things
We provide services in parts of the world where common business practices could constitute violations of the anti corruption laws rules regulations and decrees of the United States including the U S Foreign Corrupt Practices Act the U K Bribery Act and of all other countries in which we conduct business as well as trade control laws or laws regulations and Executive Orders imposing embargoes and sanctions and anti boycott laws and regulations Compliance with these laws rules regulations and decrees is dependent on our employees subcontractors consultants agents third party brokers and customers whose individual actions could violate these laws rules regulations and decrees Failure to comply could result in substantial penalties damages to our reputation and restrictions on our ability to conduct business In addition any investigation or litigation related to such violations may require significant management time and could cause us to incur extensive legal and related costs all of which may have a material adverse effect on our results of operations and operating cash flows
We generate a significant portion of revenues from our international operations including a substantial amount in Canada For the fiscal years ended June 30 2025 and 2024 international services accounted for 45 and 40 of our adjusted gross profit respectively Revenue from our international operations may increase in recognition of our acquisition of a controlling interest in a Mexican logistics business effective September 1 2025 Our international operations are sensitive to currency exchange risks We have currency exposure arising from both sales and purchases denominated in foreign currencies as well as intercompany transactions Significant changes in exchange rates between foreign currencies in which we transact business and the U S dollar may adversely affect our results of operations and financial condition Historically we have not entered into any hedging activities and to the extent that we continue not to do so in the future we may be vulnerable to the effects of currency exchange rate fluctuations
During the second calendar quarter of 2025 the global forwarding market experienced significant policy shifts volatile demand and increasing capacity challenges as the U S announced certain new tariffs on a significant portion of all imported goods along with higher reciprocal tariffs on goods imported from certain countries This move prompted several nations to impose their own retaliatory tariffs on U S imports This unprecedented wave of uncertainty and volatility in financial markets may result in among others continued retaliatory measures on U S goods an increase in the cost of shipping goods domestically and internationally and a decline in shipping volumes As a material portion of our volumes derives from the movement of goods into and out of our country these trends if they continue for more than the short term may have a material adverse effect on our business and results of operations
The imposition of further tariffs by the U S and retaliatory trade measures taken by other countries in response to tariffs imposed by the U S could cause freight volumes to decline further and or for greater lengths of time which could adversely affect our results of operations The impact of these trade measures on our business operations and financial results remains uncertain and may be affected by various factors including whether and when such trade measures are implemented the timing when such measures may become effective and the amount scope or nature of such trade measures and our ability to execute strategies to mitigate the negative impacts
Our operating results have fluctuated in the past and likely will continue to fluctuate in the future because of a variety of factors many of which are beyond our control including inflationary pressures and supply chain disruptions A substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to economic trends such as inflation supply chain irregularities the impacts of tariffs on international trade and consumer demand that can be difficult to predict or are based on just in time production schedules Because our quarterly revenues and operating results vary significantly comparisons of our results from period to period are not necessarily meaningful and should not be relied upon as an indicator of future performance Additionally the timing of acquisitions as well as the revenue and expenses of the acquired operations the transaction expenses amortization of intangible assets and interest expense associated with acquisitions can make our operating results from period to period difficult to compare Accordingly there can be no assurance that our historical operating patterns will continue in future periods or that comparisons to prior periods will be meaningful
We previously identified material weaknesses in our internal control over financial reporting which have been remediated and if we fail to maintain an effective system of disclosure controls and internal control over financial reporting our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired
We have grown rapidly and face additional challenges of disparate systems and geographically dispersed management Our internal control over financial reporting and disclosure may be strained at times due to acquisitions changes in key personnel cyber incidents and other corporate development activities
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis For example in the course of preparing our financial statements for fiscal 2021 fiscal 2022 fiscal 2023 and fiscal 2024 we identified a material weakness in our internal control over financial reporting regarding the lack of effective internal control over the recording and processing of revenue To address this material weakness we made changes to our internal control framework and controls as set forth in further detail in Part II Item 9A Controls and Procedures and remediated this material weakness
We cannot be certain that the measures we have taken to date and actions we may take in the future will be sufficient to prevent or avoid potential future material weaknesses including with regard to the matters previously remediated Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business or otherwise Further weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods As such investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be adversely affected
Future and existing environmental regulatory requirements could adversely affect operations and increase operating expenses which in turn could increase our purchased transportation costs While we are generally not directly exposed to carbon taxes we may face indirect cost exposure through our carrier network or value chain If these costs cannot be passed through to our customers our business could be materially and adversely affected Even without new legislation increased customer and investor scrutiny of GHG emissions from transportation carriers may affect purchasing decisions reputations and customer expectations This could shift demand toward lower emission logistics solutions or more localized supply chains potentially reducing demand for our services
Risks associated with climate change are subject to increasing regulatory and market focus Physical risks may lead to more frequent and severe natural disasters such as hurricanes wildfires droughts and flooding which could result in business interruptions increased costs higher insurance premiums and reputational or operational impacts In some cases however such events may also create business opportunities for Radiant including emergency logistics and government chartered response services
Increased concern over climate change could result in new or expanded legal and regulatory requirements designed to mitigate emissions such as carbon pricing clean energy standards or reporting mandates Although federal climate disclosure rules e g the SEC s final rule have been abandoned state level laws like California s SB 253 and SB 261 will begin requiring GHG disclosures and climate risk assessments in 2026 International rules such as the EU s Corporate Sustainability Reporting Directive and Canada s climate disclosure mandates may also affect Radiant directly or through customers and partners
Emerging customer requirements are placing greater emphasis on fuel efficient and intermodal transportation solutions renewable energy procurement and enhanced transparency around emissions in supply chains These customer demands may affect bid competitiveness or supplier qualification Costs associated with responding to such procurement criteria could impact our operations or operating results if not managed effectively
There are a limited number of operating companies available for acquisition that we deem to be desirable targets In addition there is a very high level of competition among companies seeking to acquire these operating companies We are and will continue to be a very minor participant in the business of seeking acquisitions of these types of companies A large number of established and well financed entities are active in acquiring interests in companies that we may find to be desirable acquisition candidates Many of these entities have significantly greater financial resources technical expertise and managerial capabilities than us Consequently we will be at a competitive disadvantage in negotiating and executing possible acquisitions of these businesses Even if we are able to successfully compete with these entities this competition may affect the terms of completed transactions and as a result we may pay more or receive less favorable terms than we expected for potential acquisitions We may not be able to identify operating companies that complement our strategy and even if we identify a company that complements our strategy we may be unable to complete an acquisition of such a company for many reasons including
Based upon our existing cash resources and availability under our Revolving Credit Facility we have a finite amount of financial resources available to us and our ability to make additional acquisitions without securing additional financing from outside sources is limited In order to continue to pursue our acquisition strategy we may be required to obtain additional financing We may obtain such financing through a combination of traditional debt financing or the placement of debt and equity securities We may finance some portion of our future acquisitions by either issuing equity or by using shares of our common stock for all or a portion of the purchase price for such businesses In the event that our common stock does not attain or maintain a sufficient market value or potential acquisition candidates are otherwise unwilling to accept our common stock as part of the purchase price for the sale of their businesses we may be required to use more of our cash resources if available in order to maintain our acquisition program If we do not have sufficient cash resources we will not be able to complete acquisitions and our growth could be limited unless we are able to obtain additional capital through debt or equity financing The terms of our credit facility may require that we obtain the consent of our lenders prior to securing additional debt financing There could be circumstances in which our ability to obtain additional debt financing could be constrained if we are unable to secure such consent
We are permitted to make additional acquisitions without the consent of the lenders only if certain conditions are satisfied These conditions include the following i no default shall have occurred or would result from such acquisition ii the property acquired is used or useful in the same or a similar line of business iii in the case of an acquisition of the equity interests the board of directors of the target business shall have duly approved such Acquisition iv we shall be in compliance with the financial covenants after giving effect to such acquisition and the consolidated leverage ratio shall be less than 3 25 to 1 00 for acquisitions valued above 25 million and 2 75 to 1 00 for any other acquisitions v the representations and warranties made by us in each loan document shall be true and correct vi if such transaction involves the purchase of an interest in a partnership between us as a general partner and entities unaffiliated with the borrower as the other partners such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly owned by the Company newly formed for the sole purpose of effecting such transaction and vii immediately after giving effect to such acquisition there shall be at least 25 million of availability under the Revolving Credit Facility
In the event we are not able to satisfy the conditions of our credit facility in connection with a proposed acquisition we must either forego the acquisition obtain the consent of the lenders or retire the credit facility This may prevent us from completing acquisitions that we determine are desirable from a business perspective and limit or slow our ability to achieve the critical mass we need to achieve our strategic objectives
Under applicable accounting standards purchasers are required to allocate the total consideration paid in a business combination to the identified acquired assets and liabilities based on their fair values at the time of acquisition The excess of the consideration paid to acquire a business over the fair value of the identifiable tangible assets acquired must be allocated among identifiable intangible assets including goodwill The amount allocated to goodwill is not subject to amortization However it is tested at least annually for impairment The amount allocated to identifiable intangible assets such as customer relationships and the like is amortized over the life of these intangible assets We expect that this will subject us to periodic charges against our earnings to the extent of the amortization incurred for that period Because our business strategy focuses in part on growth through acquisitions our future earnings will be subject to greater non cash amortization charges than a company whose earnings are derived solely from organic growth As a result we will experience an increase in non cash charges related to the amortization of intangible assets acquired in our acquisitions Our financial statements will show that our intangible assets are diminishing in value even if the acquired businesses are increasing or not diminishing in value Because of this discrepancy we believe our EBITDA a measure of financial performance that does not conform to GAAP provides a meaningful measure of our financial performance However the investment community generally measures a public company s performance by its net income Further the financial covenants of our credit facility adjust EBITDA to exclude costs related to share based compensation and other non cash charges Thus we believe that EBITDA and adjusted EBITDA provide a meaningful measure of our financial performance If the investment community elects to place more emphasis on net income the future price of our common stock could be adversely affected
Other than as required under the credit facility we are not obligated to follow any particular operating financial geographic or other criteria in evaluating candidates for potential acquisitions or business combinations We will determine the purchase price and other terms and conditions of acquisitions Our stockholders will not have the opportunity to evaluate the relevant economic financial and other information that our management team will use and consider in deciding whether or not to enter into a particular transaction
Subject to the restrictions contained under our current credit facility we may be required to incur a significant amount of indebtedness in order to complete future acquisitions If we are not able to generate sufficient cash flow from the operations of acquired businesses to make scheduled payments of principal and interest on the indebtedness then we will be required to use our capital for such payments This will restrict our ability to make additional acquisitions We may also be forced to sell an acquired business in order to satisfy indebtedness We cannot be certain that we will be able to operate profitably once we incur this indebtedness or that we will be able to generate a sufficient amount of proceeds from the ultimate disposition of such acquired businesses to repay the indebtedness incurred to make these acquisitions
A core component of our business plan is to acquire businesses and assets in the transportation and logistics industry There can be no assurance that we will be able to identify acquire or profitably manage businesses or successfully integrate acquired businesses into the Company without substantial costs delays or other operational or financial problems Such acquisitions also involve numerous operational risks including
In certain acquisitions we may recognize non cash gains or losses on changes in fair value of contingent consideration We include contingent consideration based on future financial performance as a portion of the purchase price of certain acquisitions To the extent that an acquired operation underperforms relative to anticipated earnings levels we are able to set off certain levels of the future unpaid purchase price for such acquired operations This will result in the recognition of a non cash gain on the change in fair value of contingent consideration In the alternative to the extent an acquired operation outperforms anticipated earnings levels we will recognize a non cash expense on the change in fair value of contingent consideration These non cash gains and expenses may have a material impact on our financial results and the impact could be opposite to the underlying results of the acquired operation
There may be liabilities we assume in any acquisition or business combination that we did not discover or underestimated in the course of performing our due diligence investigation A seller will normally have indemnification obligations to us under an acquisition or merger agreement but these obligations will be subject to financial limitations such as general deductibles and a cap as well as time limitations There can be no assurance that our right to indemnification from any seller will be enforceable collectible or sufficient in amount scope or duration to fully offset the amount of any undiscovered or underestimated liabilities Any such liabilities individually or in the aggregate could have a material adverse effect on our business results of operations or financial condition
In connection with our acquisitions we generally obtain non solicitation agreements from the professionals we hire as well as non competition agreements from senior managers and professionals in those instances where non competition agreements are enforceable The agreements prohibit such individuals from competing with us during the term of their employment and for a fixed period afterwards and seeking to solicit our employees or clients In some cases but not all we may obtain non competition or non solicitation agreements from parties who sell us their business or assets Certain activities may be carved out of or otherwise may not be prohibited by these arrangements We cannot assure that one or more of the parties from whom we acquire assets or a business or who do not join us or leave our employment will not compete with us or solicit our employees or clients in the future Even if ultimately resolved in our favor any litigation associated with the non competition or non solicitation agreements could be time consuming costly and distract management s focus from locating suitable acquisition candidates and operating our business Moreover non competition agreements are difficult to enforce in many jurisdictions and states and foreign jurisdictions may interpret restrictions on competition narrowly and in favor of employees
Therefore certain restrictions on competition or solicitation may be unenforceable In addition we may not pursue legal remedies if we determine that preserving cooperation and a professional relationship with the former employee or his clients or other concerns may outweigh the benefits of any possible legal recourse or the likelihood of success does not justify the costs of pursuing a legal remedy Such persons because they have worked for us or a business that we acquire may be able to compete more effectively with us or be more successful in soliciting our employees and clients than unaffiliated third parties
The market price of our common stock may fluctuate significantly as a result of a number of factors many of which are outside our control The current market price of our common stock may not be indicative of future market prices Fluctuations may occur in response to the other risk factors listed in this Annual Report on Form 10 K and for many other reasons including
Volatility in the market price of our common stock may make it difficult for you to resell shares of our common stock when you want or at attractive prices In addition when the market price of a company s common stock drops significantly stockholders often institute securities class action lawsuits against the Company A lawsuit against us could cause us to incur substantial costs including settlement costs or awards for legal damages and could divert the time and attention of our management and other resources
Certain provisions of our certificate of incorporation bylaws and the General Corporation Law of the State of Delaware DGCL could deter a change in our management or render more difficult an attempt to obtain control of us even if such a proposal is favored by a majority of our stockholders For example we are subject to the provisions of the DGCL that prohibit a public Delaware corporation from engaging in a broad range of business combinations with a person who together with affiliates and associates owns 15 or more of such corporation s outstanding voting shares an interested stockholder for three years after the person became an interested stockholder unless the business combination is approved in a prescribed manner Our certificate of incorporation provides that directors may only be removed for cause by the affirmative vote of 75 of our outstanding shares and that amendments to our bylaws require the affirmative vote of holders of two thirds of our outstanding shares Our certificate of incorporation also includes undesignated preferred stock which may enable our board of directors to discourage an attempt to obtain control of us by means of a tender offer proxy contest merger or otherwise Finally our bylaws include an advance notice procedure for stockholders to nominate directors or submit proposals at a stockholders meeting
Under applicable SEC rules our Founder Chairman and Chief Executive Officer Bohn H Crain beneficially owns approximately 20 of our outstanding common stock as of June 30 2025 Accordingly Mr Crain can exert substantial influence over our management and affairs and matters requiring stockholder approval including the election of directors and the approval of significant corporate transactions such as mergers consolidations or the sale of substantially all of our assets Consequently this concentration of ownership may have the effect of delaying or preventing a change of control including a merger consolidation or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control even if that change of control would benefit our other stockholders Further this concentration of share ownership may adversely affect the trading price for our common stock because investors may perceive disadvantages in owning stock in companies with concentrated stockholders
Although our common stock is traded on the NYSE American it is traded not as frequently as compared to the volume of trading activity associated with larger companies whose shares trade on the larger national exchanges Because of this limited liquidity stockholders may be unable to sell their shares at the prices or volumes they desire The trading price of our shares may from time to time fluctuate widely The trading price may be affected by a number of factors including events described in the risk factors set forth in this report as well as our operating results financial condition announcements general conditions in the industry and the financial markets and other events or factors In recent years broad stock market indices in general and smaller capitalization companies in particular have experienced substantial price fluctuations In a volatile market we may experience wide fluctuations in the market price of our common stock These fluctuations may have a negative effect on the market price of our common stock
We have completed many acquisitions that often include the issuance of additional shares pursuant to the purchase agreements In addition we may issue additional shares in connection with such acquisitions upon the achievement of certain earn out thresholds or in connection with future acquisitions as part of the purchase consideration The availability of additional shares for sale to the public under Rule 144 of the Securities Act of 1933 as amended the Securities Act and sale of such shares in public markets could have an adverse effect on the market price of our common stock Such an adverse effect on the market price would make it more difficult for us to sell our equity securities in the future at prices we deem appropriate or to use our shares as currency for future acquisitions which will make it more difficult to execute our acquisition strategy
At any time we may make private offerings of our securities We have issued and may be required to issue additional shares of common stock or common stock equivalents in payment of the purchase price of businesses we have acquired This will have the effect of further increasing the number of shares outstanding In connection with future acquisitions we may undertake the issuance of more shares of common stock without notice to our then existing stockholders We may also issue additional shares in order to among other things compensate employees or consultants or for other valid business reasons at the discretion of our board of directors which could result in diluting the interests of our existing stockholders
The exercise or conversion of our outstanding options or other convertible securities or any derivative securities we issue in the future will result in the dilution of the ownership interests of our existing stockholders and may create downward pressure on the trading price of our common stock We are currently authorized to issue 100 million shares of common stock As of September 8 2025 we had 47 143 178 outstanding shares of common stock As of September 8 2025 we may in the future issue up to 1 753 057 additional shares of our common stock upon exercise of outstanding stock options and vesting of restricted stock units
Our certificate of incorporation authorizes our board of directors to issue shares of preferred stock and to determine the price and other terms for those shares without the approval of our stockholders Any such preferred stock we may issue in the future could rank ahead of our common stock in many ways including in terms of dividends liquidation rights and voting rights
We have not paid any cash dividends on our common stock since our inception and we do not anticipate paying cash dividends on our common stock in the foreseeable future Any dividends that we may pay in the future will be at the discretion of our board of directors and will depend on our future earnings any applicable regulatory considerations our financial requirements and other similarly unpredictable factors Our ability to pay dividends on our common stock is further limited by the terms of our credit facility Accordingly investors seeking dividend income should not purchase our common stock
The trading market for our common stock to some extent depends on the research and reports that securities or industry analysts publish about our business We do not have any control over these analysts If one or more of the analysts who cover us downgrade our shares or lower their opinion of our shares our share price may decline If one or more of these analysts ceases coverage of our business or fails to regularly publish reports on us we could lose visibility in the financial markets which could cause our share price or trading volume to decline
Cybersecurity data privacy and data protection are critical to our business In the ordinary course of our business we collect and store certain confidential information such as information about our employees contractors vendors suppliers partners and customers We understand the increasing reliance of our customers suppliers and partners on our digital platforms Our goal is to strengthen our digital infrastructure ensuring the highest levels of customer service while effectively managing risks and adhering to global compliance standards We have processes in place for assessing identifying and managing material risks from cybersecurity threats and we continually monitor our overall security to assess performance and identify areas for improvement
Our processes for assessing identifying and managing cybersecurity threats have been integrated into our overall risk management processes Our cybersecurity and risk management program is structured around strategy execution management oversight and user training with ongoing evaluations to ensure its effectiveness
Identifying and assessing cybersecurity risks and threats are integral components of our broader enterprise risk management strategy Our information technology leadership with input from senior management is responsible for defining our cybersecurity strategy setting priorities and driving the execution of our cybersecurity initiatives We maintain a cybersecurity program that is designed to identify protect from detect respond to and recover from cybersecurity threats and risks and protect the confidentiality integrity and availability of our information systems including the information residing on our systems We utilize the National Institute of Standards and Technology Cybersecurity Framework NIST CSF to guide our efforts aligning with industry standards
We take a risk based approach to cybersecurity which begins with the identification and evaluation of cybersecurity risks or threats that could affect our operations finances legal or regulatory compliance or reputation The scope of our evaluation encompasses risks that may be associated with both our internally managed IT systems and key business functions and sensitive data operated or managed by third party service providers Risk mitigation strategies are developed and implemented based on the specific nature of each cybersecurity risk Our cybersecurity and risk management program is developed based on
As part of our commitment to safeguarding our network we operate a Network Operations and Security Center NOSC that provides 24x7 monitoring of all endpoints across our network This continuous surveillance allows us to detect and respond to potential threats in real time helping our systems remain secure and operational The NOSC is a critical component of our cybersecurity infrastructure enabling proactive risk management and the ongoing protection of our digital assets
In addition to our in house capabilities we engage various third party cybersecurity service providers to assess and enhance our cybersecurity practices and assist with protection and monitoring of our systems and information We partner with a third party provider specializing in endpoint security and monitoring This partnership enhances our overall security posture by providing advanced incident response capabilities This collaboration ensures that any potential threats are quickly identified and managed adding an extra layer of security to our existing infrastructure
The execution and measurement of our cybersecurity program are managed by our Information Technology department This program is integrated into our broader governance and internal controls framework We regularly engage with third party consultants auditors and specialists to enhance our program employing advanced cybersecurity technologies and services to prevent detect respond to and recover from cyber threats and incidents Additionally our third party security partner actively monitors and mitigates risks from external sources as part of our overall cybersecurity strategy
We have processes to evaluate third party service providers and vendors that have access to sensitive systems and customer data which may include due diligence procedures such as assessments of that service provider s cybersecurity posture or a recommendation of specific mitigation controls Following an assessment we determine and prioritize service provider risk based on potential threat impact and likelihood and such risk determinations drive the level of due diligence and ongoing compliance monitoring required for each service provider
Management has implemented risk management structures policies and procedures and is responsible for day to day cybersecurity risk management Our Information Technology department that is led by our Chief Technology Officer CTO is responsible for the day to day assessment and management of cybersecurity risks Our CTO has led IT departments including cybersecurity teams for the past 15 years in worldwide leading logistics companies We have implemented several processes which allow the management team to be informed about and monitor the prevention detection mitigation and remediation of cybersecurity incidents These processes include among other things system alerts of potential malicious cyber activity access to real time dashboards that monitor and assess our systems status reports provided on a daily weekly and monthly basis and regular ongoing communications with service providers regarding potential new attack vectors and vulnerabilities Our CTO and his team share such information with our management team and reports information about such risks to our Audit and Executive Oversight Committee AEOC
The Board of Directors both directly and through the delegation of responsibilities to the AEOC has risk management oversight which includes the proper functioning of our cybersecurity risk management program In particular the AEOC assists the Board in its oversight of management s responsibility to assess manage and mitigate risks associated with our business and operational activities to administer our various compliance programs in each case including cybersecurity concerns and to oversee our information technology systems processes and data
The AEOC which is comprised entirely of independent directors is responsible for periodically reviewing and assessing with management i the adequacy of controls and security for our information technology systems processes and data and ii our contingency plans in the event of a breakdown or security breach affecting our information technology systems it being understood that it is not possible to eliminate all such risks and that we will necessarily face a variety of risks with respect to information technology in the conduct of our business The AEOC is additionally responsible for reviewing the cybersecurity disclosures required to be included in our filings with the SEC
The AEOC regularly discusses with management including our CTO our enterprise risk management process including our cybersecurity exposures the steps management has taken to monitor and control such exposures and guidelines and policies to govern our risk assessment and risk management processes The AEOC periodically reports to the Board regarding significant matters identified with respect to the foregoing including among others our risk assessment and risk management approach to cybersecurity
We believe each of the members of the AEOC has relevant work experience related to information security or cybersecurity to allow for the effective oversight of cybersecurity risks In particular Richard Palmieri has held numerous roles where he provided oversight of technology functions Kristin Toth has significant experience managing e commerce platforms and businesses and Michael Gould has held senior roles in the technology consulting businesses at Oracle and Hewlett Packard Company
Although we have taken steps to prevent and mitigate data security threats there can be no assurance that our protective measures and those of our third party service providers will prevent or detect security breaches that could have a significant impact on our business reputation operating results and financial condition
We have experienced two separate cyber events First in December 2021 we experienced a targeted cyber attack leading to a global shutdown of our connectivity operational and accounting systems to protect our infrastructure Although our operations systems were eventually restored this event caused significant disruption to our operations for approximately two weeks temporarily impacting our ability to manage freight shipments customs brokerage functions and distribution activities Next in March 2024 our Canadian subsidiary experienced a targeted cybersecurity breach This attack was identified by our end point protection software and our third party monitoring partner As per our response process we initiated a shutdown of our Canadian infrastructure and engaged our incident response team The operations systems were restored and approved to return to service within one week While we continue to learn from these incidents we do not anticipate further material adverse impacts from them on our business Following the attacks we enhanced our security program with additional tools and strengthened measures for improved system and network monitoring
As of the date of this filing we have not identified any cybersecurity threats that are reasonably anticipated to have a material effect on our business strategy results of operations or financial condition Maintaining a robust information security system is an ongoing priority for us and we plan to continue to identify and evaluate new emerging risks to data protection and cybersecurity both internally and through our engagement of third party service providers
We have never declared or paid cash dividends on our common stock In addition we and our subsidiaries are subject to certain restrictions on declaring dividends under our existing credit facility We currently do not anticipate declaring or paying any cash dividends in the foreseeable future on our common stock Any future determination to declare cash dividends on our common stock will be made at the discretion of our board of directors subject to applicable laws and contractual restrictions and will depend on our financial condition results of operations capital requirements general business conditions and other factors that our board of directors may deem relevant
The graph below compares the cumulative total stockholder return on our common stock with the Russell 2000 Index and the Dow Jones Transportation Average Index which is a SIC code 4731 line of business index for the last five fiscal years S P Dow Jones Indices LLC prepared the line of business index The graph assumes 100 is invested in our common stock the Russell 2000 Index and the line of business index on June 30 2020 The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of our common stock The information in the graph below shall be deemed furnished and not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section
We operate as a leading third party logistics company providing technology enabled global transportation and value added logistics services primarily in the United States and Canada 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 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 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 MM D CHB and GTM solutions to 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 which creates opportunities for the Company to more 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
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
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 the primary 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 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 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 also 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
Accounting policies methods and estimates are an integral part of the consolidated financial statements prepared by management and are based upon management s current judgments These judgments are normally based on knowledge and experience regarding past and current events and assumptions about future events Certain accounting policies methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management s current judgments While there are a number of accounting policies methods and estimates that affect our financial statements the areas that are particularly significant include revenue recognition the fair value of acquired assets and liabilities and the assessment of the recoverability of long lived assets goodwill and intangible assets and fair value of contingent consideration
As a non asset based carrier we do not generally own transportation assets We do however own certain trailers and refrigerated trailers that we use in our business We generate the majority of our transportation revenues by purchasing transportation services from direct asset based carriers and reselling those services to our customers We recognize revenue and the corresponding related costs in a manner that depicts the transfer of promised goods or services to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods and services Our performance obligation is satisfied over time and recognized upon the transfer of control of the services over the requisite transit period as customers goods move from point of origin to point of destination We determine the period to recognize revenue and the corresponding related costs based upon the actual departure date and delivery date if available or estimated delivery date if delivery has not occurred as of the reporting date Certain shipments may require us to estimate revenue in which case the average revenue per shipment per mode of transportation is used Determination of the estimated revenue transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition Macroeconomic conditions impacting the supply chain such as port delays the labor force as well as inflationary pressures can impact the actual results compared to our estimates Revenue from CHB services is recognized upon completion of the service
We perform an annual impairment test for goodwill as of April 1 of each year or more frequently if facts or circumstances indicate that the carrying amount may not be recoverable We first have the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount or to bypass the qualitative assessment and perform a quantitative assessment
We review long lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable If the sum of the undiscounted expected future cash flows over the remaining useful life of a long lived asset is less than its carrying amount the asset is considered to be impaired Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset When fair values are not available we estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell
The Company has contingent obligations to transfer cash payments and or equity shares to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over their stated earn out period The Company uses projected future financial results based on recent and historical data to value the anticipated future earn out payments To calculate fair value the future earn out payments were then discounted using Level 3 inputs
Transportation revenue was 854 4 million and 753 2 million for the fiscal years ended June 30 2025 and 2024 respectively The increase of 101 2 million or 13 4 is primarily attributable to meaningful project charter revenues of 58 5 million and additional incremental revenues generated from acquisitions of 57 7 million Adjusted transportation gross profit was 211 4 million and 208 9 million for the fiscal years ended June 30 2025 and 2024 respectively Net transportation margins decreased from 27 7 to 24 7 primarily due to project charter revenues and increases in ocean revenues which have lower gross profit margin characteristics than other service levels
Value added services revenue was 48 3 million and 49 2 million for the fiscal years ended June 30 2025 and 2024 respectively Adjusted value added services gross profit was 28 0 million and 27 6 million for the fiscal years ended June 30 2025 and 2024 respectively Adjusted value added services gross profit percentage increased from 56 1 to 58 0
Operating partner commissions decreased 14 2 million or 15 3 to 78 5 million for the fiscal year ended June 30 2025 The decrease in commissions is primarily due to a reduction of adjusted gross profit generated from our strategic operating partners and the conversions of strategic operating partners to Company owned locations who earned commissions in the prior year As a percentage of adjusted gross profit operating partner commissions decreased 640 basis points to 32 8 from 39 2 for the fiscal years ended June 30 2025 and 2024 respectively as a result of a higher percentage of gross margin generated from Company owned locations
Personnel costs increased 3 3 million or 4 2 to 81 5 million for the fiscal year ended June 30 2025 The increase is primarily due to an increase in headcount from acquisitions offset by the share based compensation benefit in the period As a percentage of adjusted gross profit personnel costs increased 90 basis points to 34 0 from 33 1 for the fiscal years ended June 30 2025 and 2024 respectively
Selling general and administrative SG A expenses increased 3 8 million or 9 7 to 42 5 million for the fiscal year ended June 30 2025 The increase is primarily due to increased technology spending facilities costs from acquisitions travel costs and 1 5 million of lease termination costs 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 partially offset by lower professional service fees
Change in fair value of contingent consideration was a gain of 2 5 million for the fiscal year ended June 30 2025 compared to a gain of 0 5 million for the fiscal year ended June 30 2024 The change in each fiscal year is principally attributable to a change in management s estimates of future earn out payments through the remainder of the respective earn out periods
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 June 30 2025 we have 22 9 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital
Net cash provided by operating activities was 13 3 million and 17 3 million for the fiscal years ended June 30 2025 and 2024 respectively The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in accounts receivable contract assets prepaid expenses accounts payable income taxes and accrued expenses and other liabilities
Net cash used for investing activities was 33 5 million and 15 2 million for the fiscal years ended June 30 2025 and 2024 respectively Cash paid for acquisitions were 28 5 million and 6 8 million for the fiscal years ended June 30 2025 and 2024 respectively Cash paid for purchases of property technology and equipment were 5 1 million and 8 6 million for the fiscal years ended June 30 2025 and 2024 respectively
Net cash provided by financing activities was 18 2 million and net cash used for financing activities was 10 2 million for the fiscal years ended June 30 2025 and 2024 respectively Net proceeds from the Revolving Credit Facility were 20 0 million for the fiscal year ended June 30 2025 There were no proceeds or repayments for the year ended June 30 2024 Repayments of notes payable and finance lease liabilities were 0 9 million and 4 8 million for the fiscal years ended June 30 2025 and 2024 respectively Repurchases of common stock were 0 8 million and 4 1 million for the fiscal years ended June 30 2025 and 2024 respectively Payments of contingent consideration were 0 5 million and 0 3 million for the fiscal years ended June 30 2025 and 2024 respectively Distributions to noncontrolling interest were 0 2 million and 0 6 million for the fiscal years ended June 30 2025 and 2024 respectively Proceeds from exercises of stock options were 1 2 million and less than 0 1 million for the fiscal years ended June 30 2025 and 2024 respectively Payments of employee tax withholdings related to restricted stock units and stock options were 0 6 million and 0 4 million for the fiscal years ended June 30 2025 and 2024 respectively
A primary component of our business strategy is to provide robust and advanced technology offerings to our customers while providing advanced technology to our operations strategic operating partners and management To accomplish this we have historically continuously developed and enhanced our technology platform to align with current and future business requirements and we expect to continue to do so in the foreseeable future We expect to increase our spending during the fiscal year ended June 30 2026 to continue enhancing our technology platform which we expect will include elements focused on customer facing vendor facing and user facing tools and systems that will be integrated into our existing platform and support our continued growth
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 has a term of five years 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 June 30 2025 we did not have any relationships with unconsolidated entities or financial partners such as entities often referred to as structured finance or special purpose entities which had been established for the purpose of facilitating off balance sheet arrangements or other contractually narrow or limited purposes As such we are not materially exposed to any financing liquidity market or credit risk that could arise if we had engaged in such relationships
We are exposed to market risks in the ordinary course of business These risks are primarily related to foreign exchange risk We have currency exposure arising from both sales and purchases denominated in foreign currencies as well as intercompany transactions Significant changes in exchange rates between foreign currencies in which we transact business and the U S dollar may adversely affect our results of operations and financial condition Historically we have not entered into any hedging activities and to the extent that we continue not to do so in the future we may be vulnerable to the effects of currency exchange rate fluctuations A portion of our business is conducted in Canada If foreign exchange rates were 1 0 higher or lower our net income for the fiscal year end June 30 2025 would have changed by approximately 0 04 million A fluctuation in foreign exchange rates could have a modest impact on the contingent consideration payments that could be due under our acquisition of Weport S A de C V
We are also subject to risks related to an increase in interest rates For every 1 0 million outstanding on our Revolving Credit Facility we will incur approximately 0 01 million of interest expense For every 1 0 increase in interest rates our interest expense per 1 0 million in borrowings will increase by approximately 0 06 million
We have audited the accompanying consolidated balance sheets of Radiant Logistics Inc the Company as of June 30 2025 and 2024 the related consolidated statements of comprehensive income changes in equity and cash flows for the years then ended and the related notes collectively referred to as the consolidated financial statements We also have audited the Company s internal control over financial reporting as of June 30 2025 based on criteria established in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO
In our opinion the consolidated financial statements referred to above present fairly in all material respects the consolidated financial position of the Company as of June 30 2025 and 2024 and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America Also in our opinion the Company maintained in all material respects effective internal control over financial reporting as of June 30 2025 based on criteria established in Internal Control Integrated Framework 2013 issued by COSO
The Company s management is responsible for these consolidated financial statements for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management s Report on Internal Control over Financial Reporting included in Item 9A Our responsibility is to express an opinion on the Company s consolidated financial statements and an opinion on the Company s internal control over financial reporting based on our audits We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements whether due to error or fraud and performing procedures to respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the consolidated financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk Our audits also included performing such other procedures as we considered necessary in the circumstances We believe that our audits provide a reasonable basis for our opinions
As discussed in Management s Report on Internal Control Over Financial Reporting effective September 1 2024 the Company acquired Foundation Logistics Services LLC Foundation and effective March 1 2025 the Company acquired Transcon Shipping Co Inc Transcon For the purposes of assessing internal control over financial reporting management excluded Foundation and Transcon whose financial statements constitute 3 1 of the Company s consolidated total assets excluding goodwill and intangible assets which were integrated into the Company s control environment and 4 0 of consolidated revenues as of and for the year ended June 30 2025 Accordingly our audit did not include the internal control over financial reporting of Foundation and Transacon
principles A company s internal control over financial reporting includes those policies and procedures that 1 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and 3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company s assets that could have a material effect on the financial statements
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that 1 relates to accounts or disclosures that are material to the consolidated financial statements and 2 involved our especially challenging subjective or complex judgments The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole and we are not by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates
As of June 30 2025 the Company s contract assets and unbilled accounts receivable were 6 9 million and 21 5 million respectively As described in Note 2 to the consolidated financial statements contract assets represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in transit shipments at period end but for which it has not yet completed the performance obligations Upon completion of the performance obligations which can vary in duration based upon the mode of transportation the balance is included in accounts receivable
The Company s transportation transactions provide for the arrangement of the movement of freight to a customer s destination The Company recognizes revenue for the performance obligation that is satisfied over time upon the transfer of control of the services over the requisite transit period as the customer s goods move from point of origin to point of destination Recognizing revenue at period end for customer shipments and their related costs requires management to make significant judgments that affect the amounts and timing of revenue recognized including the estimation of transit period by mode average revenue per shipment per mode of transportation and percentage of completion of shipments in transit Macroeconomic conditions impacting the supply chain can impact the actual results compared to the Company s estimates
We identified the auditing of contract assets and unbilled accounts receivable related to period end revenue recognition as a critical audit matter Auditing the estimate of the amount of revenue recognized at period end for partially completed and completed shipments involved significant audit effort as well as especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures
Radiant Logistics Inc and its consolidated subsidiaries the Company operates as a leading third party logistics company providing technology enabled global transportation and value added logistics services primarily in the United States Canada and Mexico The Company services a large broad and diversified account base across a range of industries and geographies 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
Through its operating locations across North America the Company offers 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 The Company s primary transportation services involve arranging shipments on behalf of its 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 including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems The Company also provides other value added logistics services including materials management and distribution services collectively materials management and distribution or MM D services and customs house brokerage CHB services to complement its core transportation service offering
The consolidated financial statements include the accounts of Radiant Logistics Inc and its wholly owned subsidiaries as well as a variable interest entity Radiant Logistics Partners LLC RLP which is 60 owned by Radiant Capital Partners LLC RCP see Note 11 an entity owned by the Company s Chief Executive Officer CEO All significant intercompany balances and transactions have been eliminated
Noncontrolling interest in the consolidated balance sheets represents RCP s proportionate share of equity in RLP Net income loss of non wholly owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder s of the noncontrolling interest in proportion to their percentage ownership interests
The preparation of consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States U S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods Due to the inherent uncertainty involved in making estimates actual results reported in future periods may be based upon amounts that could differ from these estimates
Accounts receivable which include billed and unbilled amounts are stated net of the allowance for expected credit losses and represents the net amount expected to be collected The Company measures the expected credit losses on a collective pool basis based on the levels of delinquency i e aging analysis and applying an expected loss percentage rate to each pool when similar risk characteristics exist The Company determines the allowance for expected credit losses by computing an expected loss percentage rate to each pool based upon its historical write off experience adjusted as appropriate to reflect current conditions and estimates of future economic conditions When specific customers are identified as no longer sharing the same risk profile as their current pool they are removed from the pool and evaluated separately Amounts for shipments delivered but unbilled were 21 478 and 22 908 as of June 30 2025 and 2024 respectively
Through a contractual arrangement the Company records trade accounts receivable from revenue generated from independently owned strategic operating partners operating under various Company brands Under these contracts each strategic operating partner is responsible for some or all of the collection of its customer accounts receivable To facilitate this arrangement certain strategic operating partners are required to maintain a deposit with the Company for these receivables The Company charges the respective strategic operating partner s deposit account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners If a deficit balance occurs in the strategic operating partners deposit account these amounts are included as accounts receivable in the Company s condensed consolidated financial statements For those strategic operating partners not required to maintain a deposit the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance The Company expects to replenish any deficit balance through the future business operations of these strategic operating partners or as these amounts are ultimately collected from these customers However to the extent that any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit amounts the Company would be at risk of loss for any such amounts Due to the nature and specific risk characteristics of these accounts the Company evaluates these accounts separately in determining an allowance for expected credit losses
Property technology and equipment is stated at cost less accumulated depreciation and amortization Depreciation and amortization is computed using the straight line method over the estimated useful lives of the related assets Upon retirement or other disposition of these assets the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss if any is reflected in other income expense Expenditures for maintenance repairs and renewals of minor items are expensed as incurred Major renewals and improvements are capitalized
Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired Goodwill is not amortized but rather is reviewed for impairment as of April 1 of each year or more frequently if facts or circumstances indicate that its carrying amount may not be recoverable
The Company has determined that there are two reporting units for the purpose of the goodwill impairment test An entity first has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount or to bypass the qualitative assessment and perform a quantitative assessment The qualitative assessment evaluates various factors such as macroeconomic conditions industry and market conditions cost factors recent events and financial trends that may impact the fair value of the reporting unit If it is determined that the estimated fair value of the reporting unit is more likely than not less than its carrying amount including goodwill a quantitative assessment is required Otherwise no further analysis is required
If a quantitative assessment is performed a reporting unit s fair value is compared to its carrying amount A reporting unit s fair value is determined based upon consideration of various valuation methodologies including the income approach which utilizes projected future cash flows discounted at rates commensurate with the risks involved and the market approach which utilizes multiples of current and future earnings based on a selection of guideline public companies If the fair value of a reporting unit is less than its carrying amount an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit s fair value however the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit
Long lived assets such as property technology and equipment and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable If circumstances require a long lived asset or asset group to be tested for possible impairment the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount If the carrying amount of the long lived asset or asset group is not recoverable on an undiscounted cash flow basis an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value Fair values of long lived assets are determined through various techniques such as applying probability weighted expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third party independent appraiser or valuation specialist
Definite lived intangible assets consist of customer related intangible assets trade names and trademarks licenses developed technology and non compete agreements arising from the Company s acquisitions Customer related intangible assets and trademarks and trade names are amortized using the straight line method over periods of up to 15 years licenses are amortized using the straight line method over ten years developed technology is amortized using the straight line method over five years and non compete agreements are amortized using the straight line method over periods of up to five years
The Company accounts for business acquisitions using the acquisition method The assets acquired and liabilities assumed in business combinations including identifiable intangible assets are recorded based upon their estimated fair values as of the acquisition date The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill Acquisition expenses are expensed as incurred While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date the estimates are inherently uncertain and subject to refinement
The fair values of intangible assets are generally estimated using a discounted cash flow approach with Level 3 inputs The estimate of fair value of an intangible asset is equal to the present value of the incremental after tax cash flows excess earnings attributable solely to the intangible asset over its remaining useful life To estimate fair value the Company generally uses risk adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset The Company believes the level and timing of cash flows appropriately reflects market participant assumptions
For acquisitions that involve contingent consideration the Company records a liability equal to the fair value of the contingent consideration obligation as of the acquisition date The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration The fair value is generally estimated using projected future operating results and the corresponding future earn out payments that can be earned upon the achievement of specified operating results and financial objectives by acquired companies using Level 3 inputs discounted to present value These liabilities are measured quarterly at fair value and any change in the fair value of the contingent consideration liability is recognized in the consolidated statements of comprehensive income
During the measurement period which may be up to one year from the acquisition date the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed whichever comes first any subsequent adjustments are recognized in the consolidated statements of comprehensive income
The Company recognizes revenue to depict the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services The Company s revenues are primarily from transportation services which include providing for the arrangement of freight both domestically and internationally through modes of transportation such as air ocean truckload LTL and intermodal The Company generates its transportation services revenue by purchasing transportation from carriers and reselling those services to its customers
In general each shipment transaction or service order constitutes a separate contract with the customer A performance obligation is created once a customer agreement with an agreed upon transaction price exists The transaction price is typically fixed and not contingent upon the occurrence or non occurrence of any other event The transaction price is generally due 30 to 45 days from the date of invoice The Company s transportation transactions provide for the arrangement of the movement of freight to a customer s agreed upon destination The transportation services including certain ancillary services such as loading unloading freight insurance and customs clearance that are provided to the customer represent a single performance obligation as the ancillary services are not distinct in the context of the contract and therefore combined with the performance obligation for transportation services This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer s goods move from point of origin to point of destination The Company determines the period to recognize revenue based upon the actual departure date and delivery date if available or estimated delivery date if delivery has not occurred as of the reporting date Certain shipments may require the Company to estimate revenue in which case the average revenue per shipment per mode of transportation is used Determination of the estimated revenue transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company s performance under the contracts with its customers The timing of revenue recognition billings cash collections and allowance for expected credit losses results in billed and unbilled receivables The Company receives the unconditional right to bill when shipments are delivered to their destination The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company s contract with its transportation customers have an expected duration of one year or less The corresponding direct costs of revenue which primarily includes purchased transportation costs and commissions have been expensed ratably as the goods are transferred to the customer
The Company also provides MM D services for its customers under contracts generally ranging from a few months to five years and include renewal provisions These MM D service contracts provide for inventory management order fulfillment and warehousing of the customer s product and arrangement of transportation of the customer s product The Company s performance obligations are satisfied over time as the customers simultaneously receive and consume the services provided by the Company as it performs Revenue is recognized in the amount for which the Company has the right to invoice the customer as this amount corresponds directly with the value provided to the customer for the Company s performance completed to date The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration In general the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight line basis over the term of the contract The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark up for hours of services provided and materials used and is recognized over time based on the level of activity volume
Other services include primarily CHB services sold separately as a single performance obligation The Company recognizes revenue from this performance obligation at a point in time which is the completion of the services Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue
The Company uses independent contractors and third party carriers in the performance of its transportation services The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services managing all aspects of the shipments process and assuming the risk of loss for delivery and collection Such transportation services revenue is presented on a gross basis in the consolidated statements of comprehensive income
Contract assets represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in transit shipments at period end but for which it has not yet completed the performance obligations Upon completion of the performance obligations which can vary in duration based upon the mode of transportation the balance is included in accounts receivable
The Company enters into contractual arrangements with strategic operating partners that operate on behalf of the Company an office in a specific location that engages primarily in arranging domestic and international transportation services In return the strategic operating partner is compensated through the payment of sales commissions which are based on individual shipments The Company accrues the strategic operating partners commission obligation ratably as the goods are transferred to the customer
Income taxes are accounted for using the asset and liability method Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases Deferred tax assets are reduced by a valuation allowance when in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
The Company records a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return Interest and penalties if any are recorded as a component of interest expense or other expense respectively Currently the Company does not have any accruals for uncertain tax positions
The Company grants restricted stock units and stock options to certain directors officers and employees The fair value of restricted stock units is the market price of the Company s common stock as of the grant date and the fair value of each stock option grant is estimated as of the grant date using the Black Scholes option pricing model Determining the fair value of stock option awards at the grant date requires judgment about among other things stock volatility the expected life of the award and other inputs
Share based compensation is recorded over the requisite service period generally defined as the vesting period The Company records share based compensation for service based restricted stock units and stock options on a straight line basis over the requisite service period of the entire award Certain restricted stock units also have performance based conditions PSUs and will vest upon achievement of pre established individual and Company performance goals as measured after a three year period Expense for PSUs is recognized over the requisite service period based on the most probable outcome of performance conditions The probable outcome of performance conditions of each PSU grant is adjusted as of each reporting date The Company accounts for forfeitures as they occur The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans Share based compensation is reflected in personnel costs in the consolidated statements of comprehensive income
Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding Diluted income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding after giving effect to all potential dilutive securities such as restricted stock units and stock options
For the Company s foreign subsidiaries that prepare financial statements in currencies other than U S dollars the local currency is the functional currency All assets and liabilities are translated at period end exchange rates and all revenue and expenses are translated at the weighted average rates for the period Translation adjustments are recorded in foreign currency translation in other comprehensive income
The Company determines if an arrangement is a lease at inception Assets and obligations related to operating leases are included in operating lease right of use ROU assets current portion of operating lease liabilities and operating lease liabilities net of current portion in the consolidated balance sheets Assets and obligations related to finance leases are included in property technology and equipment net current portion of finance lease liabilities and finance lease liabilities net of current portion in the consolidated balance sheets
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term As most of the Company s leases do not provide an implicit rate the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments The Company uses the implicit rate when readily determinable Lease terms may include options to extend or terminate the lease which the Company has generally not included in its calculation of ROU assets or lease liabilities as it is not reasonably certain that the option will be exercised in the normal course of business
For the Company s lease agreements containing fixed payments for both lease and non lease components the Company accounts for the components as a single lease component as permitted For leases with an initial term of twelve months or less the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify and records rent expense on a straight line basis over the lease term Expenses for these short term leases for the fiscal years ended June 30 2025 and 2024 are insignificant
Certain leases include variable payments which may vary based upon changes in facts or circumstances after the start of the lease Variable payments to the extent they are not considered fixed are expensed as incurred Variable lease costs for the fiscal years ended June 30 2025 and 2024 are insignificant
For derivative instruments designated as cash flow hedges gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in earnings with the corresponding hedged item Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings As of June 30 2025 and 2024 the Company does not have any derivatives designated as hedges
In November 2023 the FASB issued ASU 2023 07 Segment Reporting Topic 280 Improvements to Reportable Segment Disclosures ASU 2023 07 which requires more disaggregated expense information about a public entity s reportable segments if the significant segment expenses are regularly provided to the chief operating decision maker and included in each reported measure of segment profit or loss Additionally ASU 2023 07 allows public entities to disclose more than one measure of segment profit or loss used by the chief operating decision maker ASU 2023 07 did not change the definition of a segment the method of determining segments or the criteria for aggregating operating segments into reportable segments The Company retrospectively adopted ASU 2023 07 for the fiscal year ended June 30 2025 and provided the required disclosures in Note 16
In December 2023 the FASB issued ASU 2023 09 Income Taxes Topic 740 Improvements to Income Tax Disclosures ASU 2023 09 which requires greater disaggregation of information in a reporting entity s effective tax rate reconciliation as well as disaggregation of income taxes paid by jurisdiction ASU 2023 09 is effective for annual periods beginning after December 15 2024 The guidance should be applied on a prospective basis with the option to apply the standard retrospectively Early adoption is permitted The Company is currently evaluating the impact of ASU 2023 09 on its income tax disclosures
In November 2024 the FASB issued ASU 2024 03 Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures Subtopic 220 Disaggregation of Income Statement Expenses ASU 2024 03 which requires greater disaggregation of information about a reporting entity s specific expense categories including employee compensation depreciation and amortization presented on the face of the statement of comprehensive income ASU 2024 03 is effective for annual periods beginning after December 15 2026 and interim reporting periods in fiscal years beginning after December 15 2027 Early adoption is permitted The Company is currently evaluating the impact of ASU 2024 03 on its disclosures
For the fiscal years ended June 30 2025 and 2024 there was no customer whose revenue represented 10 or more of consolidated revenues A summary of the Company s gross revenues disaggregated by major service lines and geographic markets reportable segments and timing of revenue recognition are as follows
The Company has finance leases for equipment and operating leases for office space warehouse space and other equipment with lease terms expiring at various dates through October 2034 During the year ended June 30 2025 the Company recorded lease termination costs of 1 491 for exiting an existing warehouse facility prior to the conclusion of the lease term and relocating to a larger facility in British Columbia to expand its existing operations
The Company entered into a 200 000 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 150 000 tranche that may be loaned in U S Dollars and a 50 000 tranche that may be loaned in either U S Dollars or Canadian Dollars The Revolving Credit Facility includes a 75 000 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 its subsidiaries including without limitation all of the capital stock of the 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 As of June 30 2025 the one month SOFR rate was 4 32
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
In connection with the Company s acquisition of Radiant Canada Radiant Canada obtained a CAD 29 000 senior secured Canadian term loan from Fiera Private Debt Fund IV LP FPD IV formerly Integrated Private Debt Fund IV LP pursuant to a CAD 29 000 Credit Facilities Loan Agreement In connection with the Company s acquisition of Lomas Radiant Canada obtained a CAD 10 000 senior secured Canadian term loan from Fiera Private Debt Fund V LP formerly Integrated Private Debt Fund V LP pursuant to a CAD 10 000 Credit Facilities Loan Agreement As of June 30 2024 both term loans have been repaid in full
All derivatives are recognized on the Company s consolidated balance sheets at their fair values and consist of interest rate swap contracts as of June 30 2024 The Company uses interest rate swaps for the management of interest rate risk exposure as the interest rate swaps effectively convert a portion of the Company s Revolving Credit Facility from a floating to a fixed rate The interest rate swaps are agreements between the Company and Bank of America to pay in the future a fixed rate payment in exchange for Bank of America paying the Company a variable payment The net payment obligation is based on the notional amount of the swap contracts and the prevailing market interest rates
On March 20 2020 and effective April 17 2020 the Company entered into an interest rate swap contract with Bank of America to trade variable interest cash inflows at one month LIBOR for a 20 000 notional amount for fixed interest cash outflows at 0 635 On April 1 2020 and effective April 2 2020 the Company entered into an interest rate swap contract with Bank of America to trade the variable interest cash inflows at one month LIBOR for a 10 000 notional amount for fixed interest cash outflows at 0 5865
Both interest rate swap contracts matured and terminated on March 13 2025 and there is no notional amount or fair value as of June 30 2025 The derivative instruments had a total notional amount of 30 000 and a fair value of 1 032 recorded in deposits and other assets in the consolidated balance sheets as of June 30 2024
In December 2023 the Company s board of directors authorized the repurchase of up to 5 000 000 shares of the Company s common stock through December 31 2025 In February 2022 the Company s board of directors authorized the repurchase of up to 5 000 000 shares of the Company s common stock through December 31 2023 Under the current stock repurchase program the Company is authorized to repurchase from time to time shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements The program does not obligate the Company to repurchase any specific number of shares and could be suspended or terminated at any time without prior notice The Company purchased 145 717 shares of its common stock at an average cost of 5 48 per share for an aggregate cost of 798 during the fiscal year ended June 30 2025 During the fiscal year ended June 30 2024 the Company purchased 726 449 shares of its common stock at an average cost of 5 64 per share for an aggregate cost of 4 099
RLP is owned 40 by a wholly owned subsidiary of the Company and 60 by RCP a company for which the CEO of the Company is the sole member RLP is a certified minority business enterprise that was formed for the purpose of providing the Company with a national accounts strategy to pursue corporate and government accounts with diversity initiatives RCP s ownership interest entitles it to 60 of the profits and distributable cash if any generated by RLP The operations of RLP are intended to provide certain benefits to the Company including expanding the scope of services offered by the Company and participating in supplier diversity programs not otherwise available to the Company In the course of evaluating and approving the ownership structure operations and economics emanating from RLP a committee consisting of the independent Board members of the Company considered among other factors the significant benefits provided to the Company through association with a minority business enterprise particularly as many of the Company s largest current and potential customers have a need for diversity offerings In addition the committee concluded that the economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third parties
Certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties are considered variable interest entities The Company has power over significant activities of RLP including the fulfillment of its contracts and financing its operations Additionally the Company also pays expenses and collects receivables on behalf of RLP Thus the Company is the primary beneficiary RLP qualifies as a variable interest entity and RLP is consolidated in these consolidated financial statements
RLP recorded 245 and 853 in net income for the fiscal years ended June 30 2025 and 2024 respectively RCP s distributable share was 147 and 512 for the fiscal years ended June 30 2025 and 2024 respectively The noncontrolling interest recorded as a reduction of net income available to common stockholders in the consolidated statements of comprehensive income represents RCP s distributive share
The accounting guidance for fair value among other things defines fair value establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability an exit price in an orderly transaction between market participants as of the reporting date The framework for measuring fair value consists of a three level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable Observable inputs reflect market data obtained from independent sources while unobservable inputs reflect market assumptions made by the reporting entity In general fair values determined by Level 1 inputs utilize quoted prices unadjusted in active markets for identical assets or liabilities Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little if any market activity for the asset or liability The fair value measurement level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs
The Company has contingent obligations to transfer cash payments to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over their stated earn out period Contingent consideration is measured quarterly at fair value and any change in the fair value of the liability is included in the consolidated statements of comprehensive income The change in fair value in each period is principally attributable to a change in management s estimates of future earn out payments through the remainder of the earn out periods
The Company uses projected future financial results based on recent and historical data to value the anticipated future earn out payments To calculate fair value the future earn out payments were then discounted using Level 3 inputs The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs The Company believes the discount rate used to discount the earn out payments reflects market participant assumptions Changes in assumptions and operating results could have a significant impact on the earn out amount up to a maximum of 45 501 through earn out periods measured through March 2027
As discussed in Note 9 derivative instruments are carried at fair value on the consolidated balance sheets The fair market value of interest rate swaps were determined using Level 3 unobservable inputs specifically a pricing service proprietary to Bank of America The interest rate swap contracts matured and there is no fair value as of June 30 2025
The carrying amounts of the Company s cash equivalents receivables contract assets accounts payable commissions payable accrued expenses and the income tax receivable approximate the fair values due to the relatively short maturities of these instruments The carrying amounts of the Company s Revolving Credit Facility would not differ significantly from fair value based on Level 2 inputs if recalculated based on current interest rates During the fiscal years ended June 30 2025 and 2024 there were no transfers of financial instruments between Levels 1 2 and 3
The Company s effective tax rate for the year ended June 30 2025 is lower than the U S federal statutory rate primarily due to tax benefits resulting from a loss on subsidiary and share based compensation The Company s effective tax rate for the fiscal year ended June 30 2024 is lower than the U S federal statutory rate primarily due to an amendment of a prior year return resulting in a refund
The Company and its wholly owned U S subsidiaries file a consolidated Federal income tax return The Company also files unitary or separate returns in various state local and non U S jurisdictions based on state local and non U S filing requirements Tax years that remain subject to examination by the IRS are the fiscal years ended June 30 2022 through June 30 2025 Tax years that remain subject to examination by state authorities are the fiscal years ended June 30 2021 through June 30 2025 Tax years that remain subject to examination by non U S authorities are the periods ended December 31 2019 through June 30 2025 Acquired entities may have tax years that differ from the Company and are still open under the relevant statute of limitations and therefore are subject to potential adjustment The Company does not have any material uncertain tax positions
The Radiant Logistics Inc 2021 Omnibus Incentive Plan the 2021 plan permits the Company s Audit and Executive Committee to grant share based awards to eligible employees non employee directors and consultants of the Company The 2021 plan became effective immediately upon approval by the Company s stockholders and will expire on November 16 2031 unless terminated earlier by the Board The 2021 plan replaced the 2012 Radiant Logistics Inc Stock Option and Performance Award Plan the 2012 plan The remaining shares available for grant under the 2012 plan will roll over into the 2021 plan and no new awards will be granted under the 2012 plan The terms of the 2012 plan as applicable will continue to govern awards outstanding under the 2012 plan until exercised expired paid or otherwise terminated or canceled Other than the 2021 plan there are no other equity compensation plans under which equity awards can be granted As of June 30 2025 there are 2 347 057 shares available for grant under the 2021 Plan
The Company recognized share based compensation benefit related to restricted stock units of 890 and share based compensation expense of 2 540 for the fiscal years ended June 30 2025 and 2024 respectively As of June 30 2025 the Company had approximately 2 294 of total unrecognized share based compensation cost for restricted stock units expected to be recognized over a weighted average period of approximately 1 92 years
Stock options are granted at exercise prices equal to the fair value of the common stock at the date of the grant and have a term of ten years Generally grants under each plan vest 20 annually over a five year period from the date of grant The Company recognized share based compensation expense related to stock options of 71 for each of the fiscal years ended June 30 2025 and 2024 The aggregate intrinsic value of options exercised was 1 165 and 491 respectively for the fiscal years ended June 30 2025 and 2024 As of June 30 2025 the Company had approximately 66 of total unrecognized share based compensation cost for stock options expected to be recognized over a weighted average period of approximately 0 93 years
The Company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business Management is not aware of any pending or threatened legal proceedings that are considered other than routine legal proceedings The Company believes that the ultimate disposition or resolution of its routine legal proceedings in the aggregate are not material to its financial position results of operations and liquidity
The Company s agreements with respect to previous acquisitions contain future consideration provisions which provide for the selling equity owners to receive additional consideration if specified operating results and financial objectives are achieved in future periods Earn out payments are generally due annually on November 1st and 90 days following each anniversary of each respective acquisition
In conjunction with the adoption of ASU 2023 07 the Company reevaluated its measure of segment profit or loss and determined that adjusted EBITDA provides a more meaningful representation of segment performance and aligns with how the Chief Operating Decision Maker CODM evaluates operating results and allocates resources including employees technology investments and capital expenditures The Company considers adjusted EBITDA as its primary performance metric In connection with this segment reporting change the Company has recast previously reported amounts for the reportable segments to conform with the current segment presentation
The Company is organized in two reportable segments United States and Canada The Company s segment structure is aligned with its geographic operations as this reflects the way management assesses business performance and allocates resources Each reportable segment derives its revenue primarily from providing transportation services and to a lesser extent from other value added services Other segment expenses primarily include selling general and administrative expenses Certain corporate costs primarily the salaries and benefits of the Company s executives and other corporate functions such as legal and financial reporting amortization of intangible assets and other corporate costs associated with operating as a public company are considered unallocated corporate costs and not reported in the segment results
The CEO who is the CODM uses adjusted EBITDA to assess performance and allocate resources to each segment primarily through performance reviews of the operating segment results and periodic reviews of the segment s budget versus actual comparisons The segment profit measure excludes the effects of interest income taxes depreciation and amortization and further adjust for such items as share based compensation costs unrelated to our core operations and other non cash charges The accounting policies of the reportable segments are the same as those described in Note 2 The Company does not report total assets by segment as its CODM does not assess performance make strategic decisions or allocate resources based on assets
Effective October 1 2024 the Company acquired the assets and operations of Focus Logistics Inc Focus a privately held company with operations in Romulus Michigan that has operated under the Company s Service by Air brand since 2006 Focus combined with the Company s existing operations in the Detroit area to solidify the Company s offerings in the region
Effective March 1 2025 the Company acquired Transcon Shipping Co Inc Transcon a California based privately held company that combines decades of excellence in ocean freight forwarding services with a complementary portfolio of air freight and other transportation services from strategic gateway locations in Los Angeles New York and Chicago Transcon is expected to combine with the Company s existing operations in New York and Chicago
Effective April 1 2025 the Company acquired the assets and operations of USA Logistics Services Inc and USA Carrier Services LLC collectively USA Logistics both Philadelphia Pennsylvania based privately held companies that have operated as part of the Company s Service By Air brand since 2014 USA Logistics is expected to combine with the Company s existing operations in the Philadelphia area
The Company s results for the year ended June 30 2025 include revenue of approximately 47 599 and net income of approximately 2 518 since their respective acquisition dates The following table provides the unaudited consolidated pro forma results as if these acquisitions had been acquired as of July 1 2023
The pro forma results include the effects of amortization of purchased intangible assets and income tax expense The pro forma results are based upon unaudited financial statements of the acquired entities and are presented for informational purposes only and are not necessarily indicative of the results of future operations or the results that would have occurred had the acquisitions taken place as of July 1 2023
The Company structured each of these transactions similar to its previous transactions with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations Goodwill and intangible assets totaling approximately 31 368 are expected to be deductible for income tax purposes over a period of 15 years Goodwill is recorded in the United States operating segment Intangible assets acquired consist of customer related intangible assets and have an estimated useful life of 10 years
The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations The estimates and assumptions are subject to change as additional information is obtained for the estimates during the measurement period up to one year from the acquisition date The primary estimates not yet finalized relate to identifiable intangible assets working capital and contingent consideration
The Company structured each of these transactions similar to its previous transactions with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations The total consideration for the business combinations was not significant Goodwill is recorded in the United States operating segment and is expected to be deductible for income tax purposes over a period of 15 years Intangible assets acquired consist of customer related intangible assets and have an estimated useful life of 10 years
Effective September 1 2025 the Company acquired an 80 stock ownership interest in Weport S A de C V Weport a Mexico City based privately held company Weport provides national coverage for goods moving to and from Mexico with international ocean and airfreight forwarding services multi modal domestic services along with customs brokerage warehousing and other value added services The Company structured the transaction similar to its previous transactions with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operation along with the right to purchase the remaining 20 in the future
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded processed summarized and reported within the time periods specified in the SEC s rules and forms and that such information is accumulated and communicated to our management including our Chief Executive Officer CEO and Chief Financial Officer CFO as appropriate to allow timely decisions regarding required disclosure
An evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rules 13a 15 e or 15d 15 e of the Exchange Act as of June 30 2025 was carried out by our management under the supervision and with the participation of our CEO and CFO Based on this evaluation our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30 2025
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a 15 f of the Exchange Act Under the supervision and with the participation of our management including our principal executive officer and principal financial officer we conducted an assessment of the effectiveness of our internal control over financial reporting
Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U S GAAP Our internal control over financial reporting includes those policies and procedures which
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management s report on internal control over financial reporting in the year of acquisition management excluded an assessment of the effectiveness of the Company s internal control over financial reporting related to Foundation and Transcon The total of the acquisitions represented 3 1 of the Company s consolidated total assets excluding goodwill and intangible assets which were included in management s assessment of internal control over financial reporting as of June 30 2025 and 4 0 of the consolidated revenues for the year ended June 30 2025
As of June 30 2025 we concluded that our internal control over financial reporting was effective Our independent auditors have issued an audit report on the effectiveness of the Company s internal control over financial reporting as stated in their report included in this Annual Report on Form 10 K which expresses an unqualified opinion on the effectiveness of the Company s internal control over financial reporting as of June 30 2025
As previously disclosed in our 2024 Form 10 K management identified a material weakness in internal control over financial reporting related to the recording and processing of revenue transactions Specifically the controls as then designed were not sufficient to prevent or detect a material misstatement in revenues as the design of the controls lacked the level of precision necessary to ensure the completeness and accuracy of revenues During fiscal years 2024 and 2025 we designed implemented and refined a series of new and enhanced controls to help ensure the accuracy completeness occurrence and timing of reported revenue These controls have operated for a sufficient period to be tested and confirmed to be operating effectively
As of June 30 2025 management has completed its remediation plan Utilizing the criteria in the COSO 2013 Internal Control Integrated Framework we concluded that the enhanced suite of controls provides reasonable assurance that material misstatements in revenue would be prevented or detected in a timely manner
Except for the remediation activities of the material weakness over the recording and processing of revenue transactions described above there have not been any other changes in our internal control over financial reporting as defined in Rules 13a 15 f and 15d 15 f under the Exchange Act that occurred during the fiscal year ended June 30 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting
During the three months ended June 30 2025 none of our directors or officers as defined in Rule 16a 1 f under the Exchange Act adopted or terminated a Rule 10b5 1 trading arrangement or non Rule 10b5 1 trading arrangement as each term is defined in Item 408 of Securities and Exchange Commission Regulation S K
The information required in response to this Item is incorporated herein by reference to the information contained under the captions entitled Proposal No 1 Election of Directors Information about Director Nominees Executive Officers and Corporate Governance in our definitive proxy statement for our 2025 Annual Meeting of Stockholders which we refer to as our 2025 Proxy Statement
Our Code of Ethics which applies to all of our directors executive officers and employees is available in the About Governance section of our website located at www radiantdelivers com In addition printed copies of our Code of Business Conduct and Ethics are available upon written request to Attn Human Resources Radiant Logistics Inc Triton Towers Two 700 S Renton Village Place Seventh Floor Renton Washington 98057 Any waiver of our Code of Ethics for our employees may be made only by our CEO and with respect to our directors or executive officers by our Board of Directors and will be promptly disclosed as required by law and NYSE rules We intend to satisfy the disclosure requirements of Item 5 05 of Form 8 K and applicable NYSE rules regarding amendments to or waivers from any provision of our Code of Ethics by posting such information in the About Governance section of our website located at www radiantdelivers com
The information required in response to this Item is incorporated herein by reference to the information contained under the captions entitled Executive Compensation Compensation Discussion and Analysis Audit and Executive Oversight Committee Report and Director Compensation in our 2025 Proxy Statement
The information required in response to this Item is incorporated herein by reference to the information be contained under the captions entitled Proposal No 2 Ratification of Appointment of Independent Registered Public Accounting Firm Audit Audit Related Tax and Other Fees and Proposal No 2 Ratification of Appointment of Independent Registered Public Accounting Firm Pre Approval Policies and Procedures in our 2025 Proxy Statement
Credit Agreement dated August 5 2022 by and among Radiant Logistics Inc and Radiant Global Logistics Inc as the Borrowers the subsidiaries of the Borrowers and Bank of America N A Bank of Montreal KeyBank National Association MUFG Union Bank N A the Lenders Bank of America N A and BMO Capital Markets Corp
First Amendment to Credit Agreement and Consent dated September 27 2023 by and among Radiant Logistics Inc Radiant Global Logistics Inc and Radiant Global Logistics Canada Inc as the Borrowers the subsidiaries of the Borrowers and Bank of America N A Bank of Montreal Keybank National Association U S Bank National Association successor to MUFG Union Bank N A the Lenders Bank of America N A and BMO Capital Markets Corp

Company Name	RADIANT LOGISTICS, INC Vist SEC web-site
Category	ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
Trading Symbol	RLGT