10q10k10q10k.net

What changed in RADIANT LOGISTICS, INC's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of RADIANT LOGISTICS, INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+241 added−298 removedSource: 10-K (2025-09-15) vs 10-K (2024-09-12)

Top changes in RADIANT LOGISTICS, INC's 2025 10-K

241 paragraphs added · 298 removed · 203 edited across 3 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+1 added−0 removed18 unchanged
Biggest changeIn 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. 25 Table of Contents Risks from Material Cybersecurity Threats 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.
Biggest changeRisks from Material Cybersecurity Threats 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.
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. Role of Management Management has implemented risk management structures, policies and procedures, and is responsible for the day-to-day cybersecurity risk management.
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. Role of Management Management has implemented risk management structures, policies and procedures, and is responsible for day-to-day cybersecurity risk management.
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.
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. 26 Table of Contents 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.
Our cybersecurity and risk management program is developed based on: • Continuous Development : Ongoing refinement of our risk management processes. • Partners and Tools : Leveraging global access control and activity monitoring solutions. • Education and Training : Implementing company-wide policies and proactive user training. • Continuous Monitoring : Regular surveillance of our environment. • Access Management : Ensuring only authorized users have access to our network. 24x7 Endpoint Monitoring by NOSC 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.
Our cybersecurity and risk management program is developed based on: • Continuous Development : Ongoing refinement of our risk management processes. • Partners and Tools : Leveraging global access control and activity monitoring solutions. • Education and Training : Implementing company-wide policies and proactive user training. • Continuous Monitoring : Regular surveillance of our environment. • Access Management : Ensuring only authorized users have access to our Zero Trust approach network implementation. 25 Table of Contents 24x7 Endpoint Monitoring by NOSC 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.
We have implemented a number of processes which allow the management team to be informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
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.
The AEOC regularly discusses with management, including our Chief Technology Officer, 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 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.
Our Chief Technology Officer and his team shares such information with our management team and reports information about such risks to our Audit and Executive Oversight Committee (“AEOC”). Board Oversight 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.
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”). Board Oversight 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.
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.
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.
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.
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.
The NOSC is a critical component of our cybersecurity infrastructure, enabling proactive risk management and the ongoing protection of our digital assets. 24 Table of Contents Use of Consultants and Advisors 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.
Use of Consultants and Advisors 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 continuous surveillance allows us to detect and respond to potential threats in real time, helping our systems remain secure and operational.
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.
Our Information Technology department that is led by our Chief Technology Officer is responsible for the day-to-day assessment and management of cybersecurity risks. Our Chief Technology Officer has led our IT department since 2013 and has over thirty years of experience developing and implementing technology and supply chain services.
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.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeOur network is comprised of over 100 operating locations, including the following Company-owned offices and warehouses operating from the following leased locations: United States: ● Tempe, Arizona ● Louisville, Kentucky ● Portland, Oregon ● Carson, California ● Taylor, Michigan ● Folcroft, Pennsylvania ● Fort Lauderdale, Florida ● Mendota Heights, Minnesota ● Middletown, Pennsylvania ● Miami, Florida ● Burnsville, Minnesota ● Pittsburgh, Pennsylvania ● Addison, Illinois ● Kansas City, Missouri ● Edinburg, Texas ● Woodridge, Illinois ● Edison, New Jersey ● Houston, Texas ● Overland Park, Kansas ● Jamaica, New York ● Laredo, Texas ● Hebron, Kentucky ● Woodbury, New York ● Alexandria, Virginia Canada: ● Calgary, Alberta ● Bolton, Ontario ● Mississauga, Ontario ● Annacis Island, British Columbia ● Brampton, Ontario ● Toronto, Ontario ● Delta, British Columbia ● Laval, Québec Other international locations: ● Shanghai, China ● Cebu City, Philippines ● Mexico City, Mexico We believe our current offices and warehouses are adequately covered by insurance and are sufficient to support our operations for the foreseeable future.
Biggest changeOur network is comprised of over 100 operating locations, including the following Company-owned offices and warehouses operating from the following leased locations: United States: ● Tempe, Arizona ● Romulus, Michigan ● Folcroft, Pennsylvania ● El Segundo, California ● Mendota Heights, Minnesota ● Pittsburgh, Pennsylvania ● Long Beach, California ● Kansas City, Missouri ● Edinburgh, Texas ● Miami, Florida ● Saint Louis, Missouri ● Humble, Texas ● Woodridge, Illinois ● Edison, New Jersey ● Laredo, Texas ● Overland Park, Kansas ● Rockville Centre, New York ● Alexandria, Virginia ● Hebron, Kentucky ● Woodbury, New York ● Kent, Washington ● Louisville, Kentucky ● Portland, Oregon ● Renton, Washington Canada: ● Calgary, Alberta ● Brampton, Ontario ● Mississauga, Ontario ● Surrey, British Columbia ● Caledon, Ontario Other international locations: ● Shanghai, China ● Cebu City, Philippines ● Mexico City, Mexico We believe our current offices and warehouses are adequately covered by insurance and are sufficient to support our operations for the foreseeable future.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

190 edited+37 added−95 removed150 unchanged
Biggest changeManagement Incentive Compensation Plan (As Amended and Restated Effective as of July 1, 2021)+ 8-K 10.1 10/4/21 10.10 Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.1 11/23/21 70 Table of Contents 10.11 Form of Employee Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.2 11/23/21 10.12 Form of Employee Restricted Stock Unit Award Agreement (Canada) for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.3 11/23/21 10.13 Form of Non-Employee Director Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.4 11/23/21 10.14 Form of Employee Performance Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.5 11/23/21 10.15 Form of Employee Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.6 11/23/21 10.16 Form of Non-Employee Director Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.7 11/23/21 10.17 Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ DEF 14A Annex A 10/9/12 10.18 Form of Incentive Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 12/31/12 10.5 2/12/13 10.19 Form of Restricted Stock Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 12/31/12 10.7 2/12/13 10.20 Form of SAR Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 12/31/12 10.8 2/12/13 10.21 Form of Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 9/30/16 10.1 11/9/16 10.22 Form of Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 9/30/16 10.2 11/9/16 10.23 Form of Non-qualified Stock Option Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 9/30/16 10.3 11/9/16 10.24 Form of Restricted Stock Unit Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 9/30/16 10.4 11/9/16 10.25 Form of Canadian Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 12/31/16 10.1 2/8/17 10.26 Form of Canadian Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 12/31/16 10.2 2/8/17 71 Table of Contents 10.27 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. 8-K 10.1 8/11/22 10.28 $29,000,000 Credit Facilities Amended and Restated Loan Agreement dated August 5, 2022 by and among Radiant Global Logistics (Canada) Inc., 2062698 Ontario Inc., Radiant Logistics, Inc., Radiant Global Logistics, Inc., Adcom Express, Inc., Radiant Road & Rail, Inc., DBA Distribution Services, Inc., Radiant Trade Services, Inc., Radiant Transportation Services, Inc., Radiant Off-Shore Holdings LLC, Service by Air, Inc., International Freight Systems (of Oregon), Inc., Green Acquisition Company, Inc., Highways & Skyways, Inc., Radiant Global Logistics (CA), Inc., On Time Express, Inc., Radiant Customs Services, Inc., Radiant Logistics Global Services, Inc., Navegate, Inc., Radiant World Trade Services, Inc., Centrade, Inc., Navegate Logistics, Ltd., Radiant Logistics Domestic Services, Inc., Navegate Domestic, LLC, and Radiant Logistics Partners, LLC, and Fiera Private Debt Fund IV LP. 8-K 10.2 8/11/22 10.29 $10,000,000 Credit Facilities Amended and Restated Loan Agreement dated August 5, 2022 by and among Radiant Global Logistics (Canada) Inc., 2062698 Ontario Inc., Radiant Logistics, Inc., Radiant Global Logistics, Inc., Adcom Express, Inc., Radiant Road & Rail, Inc., DBA Distribution Services, Inc., Radiant Trade Services, Inc., Radiant Transportation Services, Inc., Radiant Off-Shore Holdings LLC, Service by Air, Inc., International Freight Systems (of Oregon), Inc., Green Acquisition Company, Inc., Highways & Skyways, Inc., Radiant Global Logistics (CA), Inc., On Time Express, Inc., Radiant Customs Services, Inc., Radiant Logistics Global Services, Inc., Navegate, Inc., Radiant World Trade Services, Inc., Centrade, Inc., Navegate Logistics, Ltd., Radiant Logistics Domestic Services, Inc., Navegate Domestic, LLC, and Radiant Logistics Partners, LLC, and Fiera Private Debt Fund V LP 8-K 10.3 8/11/22 10.30 First Lien Pari Passu Intercreditor Agreement, dated as of August 5, 2022, by and among Bank of America, M.A., Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP, and acknowledged and agreed to by Radiant Logistics, Inc. 8-K 10.4 8/11/22 72 Table of Contents 10.31 $29,000,000 Credit Facilities Amended and Restated Loan Agreement, dated March 13, 2020, by and among Radiant Global Logistics (Canada) Inc., 2062698 Ontario Inc., Clipper Exxpress Company, Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners LLC, Adcom Express, Inc., DBA Distribution Services, Inc., International Freight Systems (of Oregon), Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Radiant Global Logistics (CA), Inc., Radiant Trade Services, Inc., Service By Air, Inc., Radiant Customs Services, Inc., and Fiera Private Debt Fund IV LP 8-K 10.2 3/19/20 10.32 $10,000,000 Credit Facility Amended and Restated Loan Agreement, dated March 13, 2020, by and among Radiant Global Logistics (Canada) Inc. and 2062698 Ontario Inc., Clipper Exxpress Company, Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners LLC, Adcom Express, Inc., DBA Distribution Services, Inc., International Freight Systems (of Oregon), Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Radiant Global Logistics (CA), Inc., Radiant Trade Services, Inc., Service By Air, Inc., Radiant Customs Services, Inc., Highways & Skyways, Inc., and Fiera Private Debt Fund V LP 8-K 10.3 3/19/20 10.33 First Lien Pari Passu Intercreditor Agreement, dated as of March 13, 2020, by and among Bank of America, M.A., Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP, and acknowledged and agreed to by Radiant Logistics, Inc. 8-K 10.4 3/19/20 10.34 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.
Biggest changeManagement Incentive Compensation Plan (As Amended and Restated Effective as of July 1, 2021)+ 8-K 10.1 10/4/21 10.8 Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.1 11/23/21 10.9 Form of Employee Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.2 11/23/21 69 Table of Contents 10.10 Form of Employee Restricted Stock Unit Award Agreement (Canada) for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.3 11/23/21 10.11 Form of Non-Employee Director Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.4 11/23/21 10.12 Form of Employee Performance Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.5 11/23/21 10.13 Form of Employee Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.6 11/23/21 10.14 Form of Non-Employee Director Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ 8-K 10.7 11/23/21 10.15 Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ DEF 14A Annex A 10/9/12 10.16 Form of Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 9/30/16 10.1 11/9/16 10.17 Form of Non-qualified Stock Option Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ 10-Q 9/30/16 10.3 11/9/16 10.18 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. 8-K 10.1 8/11/22 10.19 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.
Through our operating locations across North America, we offer domestic, international air and ocean freight forwarding services and freight brokerage services, including truckload services, LTL services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail.
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 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.
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.
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.
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.
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.
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.
Fair Value of Financial Instruments The carrying amounts of the Company’s cash equivalents, receivables, contract assets, accounts payable, commissions payable, accrued expenses, and the income tax receivable and payable approximate the fair values due to the relatively short maturities of these instruments.
Fair Value of Financial Instruments 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.
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.
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.
Our Code of Business Conduct and 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.
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.
NO TE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Principles of Consolidation 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.
NO TE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Principles of Consolidation 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”).
The Company records share-based compensation for service-based restricted stock awards 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.
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.
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 offices.
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.
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 offices.
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.
EBITDA is a non-GAAP measure of income and does not include the effects of interest, 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.
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.
The Company structured each of the 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.
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.
We believe that these 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.
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.
On June 3, 2024, the Company acquired the operations Cascade Transportation, Inc., a Seattle-based, privately held company that provides a full range of customized time critical domestic and international transportation and logistics services.
On June 3, 2024 , the Company acquired the assets and operations Cascade Transportation, Inc., a Seattle-based, privately held company that provides a full range of customized time critical domestic and international transportation and logistics services.
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. o) Foreign Currency For the Company’s foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency.
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. n) Foreign Currency For the Company’s foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency.
NO TE 9 – DERIVATIVES 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 and 2023 .
NO TE 9 – DERIVATIVES 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.
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. j) Revenue Recognition 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.
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. i) Revenue Recognition 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.
All assets and liabilities are translated at year-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.
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.
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. 30 Table of Contents As a non-asset-based carrier, we do not generally own transportation assets.
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. 31 Table of Contents As a non-asset-based carrier, we do not generally own transportation assets.
Our primary business operations involve arranging the shipment, 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.
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.
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, 2024 and 2023 are insignificant.
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.
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 Business Conduct and Ethics by posting such information in the “About—Governance” section of our website located at www.radiantdelivers.com . I TEM 11.
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 . I TEM 11.
Net income (loss) of non-wholly-owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder(s) of the non-controlling interest in proportion to their percentage ownership interests. b) Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“U.S.
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. b) Use of Estimates The preparation of consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“U.S.
The Company generates its transportation services revenue by purchasing transportation from carriers and reselling those services to its customers. 49 Table of Contents 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 Company generates its transportation services revenue by purchasing transportation from carriers and reselling those services to its customers. 48 Table of Contents 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required in response to this Item is incorporated herein by reference to the information contained under the caption entitled “Stock Ownership” and “Securities Authorized for Issuance under Equity Compensation Plans” in our 2024 Proxy Statement. I TEM 13.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required in response to this Item is incorporated herein by reference to the information contained under the caption entitled “Stock Ownership” and “Securities Authorized for Issuance under Equity Compensation Plans” in our 2025 Proxy Statement. I TEM 13.
For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the ROU asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. q) Derivatives Derivative instruments are recognized as either assets or liabilities and measured at fair value.
For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the ROU asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. p) Derivatives Derivative instruments are recognized as either assets or liabilities and measured at fair value.
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 .
Common Stock 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 .
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, 2024 and 2023, 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.
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.
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, 2019. 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.
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.
Off Balance Sheet Arrangements As of June 30, 2024, 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.
Off Balance Sheet Arrangements 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.
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, 2024 and 2023 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.
Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: • Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; • Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost); and • Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option pricing and excess earning models.
Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: • Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; • Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost); and 58 Table of Contents • Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option pricing and excess earning models.
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. 51 Table of Contents 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.
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. 50 Table of Contents 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.
EXECUTIV E COMPENSATION 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 2024 Proxy Statement. I TEM 12.
EXECUTIV E COMPENSATION 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. I TEM 12.
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 . i) Business Combinations The Company accounts for business acquisitions using the acquisition method.
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 . h) Business Combinations The Company accounts for business acquisitions using the acquisition method.
CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required in response to this Item is incorporated herein by reference to the information contained under the captions entitled “Certain Relationships and Related Party Transactions,” and “Corporate Governance—Director Independence” in our 2024 Proxy Statement. I TEM 14.
CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required in response to this Item is incorporated herein by reference to the information contained under the captions entitled “Certain Relationships and Related Party Transactions,” and “Corporate Governance—Director Independence” in our 2025 Proxy Statement. I TEM 14.
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, 2024 was carried out by our management under the supervision and with the participation of our CEO and CFO.
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.
Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. g) Goodwill 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.
Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. f) Goodwill 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.
Gains and losses on transactions of monetary items denominated in a foreign currency are recognized within other income (expense) on t he consolidated statements of comprehensive income. p) Leases The Company determines if an arrangement is a lease at inception.
Gains and losses on transactions of monetary items denominated in a foreign currency are recognized within other income (expense) on t he consolidated statements of comprehensive income. o) Leases The Company determines if an arrangement is a lease at inception.
Neither interest rate swap contract is designated as a hedge, and gains and losses from changes in fair value are recognized in the consolidated statements of comprehensive income. See Note 12 for discussion of fair value of the derivative instruments.
Neither interest rate swap contract was designated as a hedge, and gains and losses from changes in fair value are recognized in the consolidated statements of comprehensive income. See Note 12 for discussion of fair value of the derivative instruments.
We also have audited the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
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”).
N otes to the Consolidated Financial Statements (Dollars in thousands, except share and per share data) NO TE 1 – ORGANIZATION AND NATURE OF OPERATIONS 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 solutions primarily in the United States and Canada.
N otes to the Consolidated Financial Statements (Dollars in thousands, except share and per share data) NO TE 1 – ORGANIZATION AND NATURE OF OPERATIONS 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.
Occasionally acquired entities 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.
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 “Company”) as of June 30, 2024 and 2023, 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”).
(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”).
Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings. As of June 30, 2024 and 2023 , the Company does no t have any derivatives designated as hedges.
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 no t have any derivatives designated as hedges.
PRINCIPAL ACCOU NTING FEES AND SERVICES 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 2024 Proxy Statement. 69 Table of Contents PART IV I TEM 15.
PRINCIPAL ACCOU NTING FEES AND SERVICES 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. 68 Table of Contents PART IV I TEM 15.
Revolving Credit Facility 34 Table of Contents 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.
Revolving Credit Facility The Company entered into a $200 million syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, 2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150 million tranche that may be loaned in U.S.
These awards will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period. 62 Table of Contents Stock Options 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 .
These awards will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period. Stock Options 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 .
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. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control — Integrated Framework (2013).
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. 66 Table of Contents In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control — Integrated Framework (2013).
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. m) Share-Based Compensation The Company grants restricted stock awards, restricted stock units, and stock options to certain directors, officers, and employees.
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. l) Share-Based Compensation The Company grants restricted stock units and stock options to certain directors, officers, and employees.
Renton Village Place, Seventh Floor, Renton, Washington 98057. Any waiver of our Code of Business Conduct and Ethics for our employees may be made only by our CEO and, with respect to our director or executive officers, our Board of Directors and will be promptly disclosed as required by law and NYSE rules.
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.
DIRECTORS, EXECUTIVE OFF ICERS AND CORPORATE GOVERNANCE 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 2024 Annual Meeting of Stockholders, (which we refer to as our “2024 Proxy Statement”).
DIRECTORS, EXECUTIVE OFF ICERS AND CORPORATE GOVERNANCE 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”).
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. This ASU 2023-07 does not change the definition of a segment, the method of determining segments, or the criteria for aggregating operating segments into reportable segments.
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.
Generally, grants under each plan vest 20 % annually over a five-year period from the date of grant. For the fiscal years ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to stock options of $ 71 and $ 71 , respectively.
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.
Overview We operate as a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics solutions primarily in the United States and Canada.
Overview 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.
Through its operating locations across North America, the Company offers domestic and international air and ocean freight forwarding services and freight brokerage services, including truckload services, less than truckload services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail.
Through its operating locations across North America, the Company offers domestic and international freight forwarding a nd 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 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 through June 30, 2024.
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 .
Thus, we believe that earnings before interest, taxes, depreciation and amortization, or EBITDA, is a useful financial measure for investors because it eliminates the effect of these non-cash costs and provides an important metric for our business.
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.
Under the stock repurchase programs, 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.
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 fair value of restricted stock awards 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.
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.
If the fair value of a reporting unit is less than its carrying 48 Table of Contents 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.
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.
Share-based compensation expense is reflected in personnel costs in the consolidated statements of comprehensive income. n) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding.
Share-based compensation is reflected in personnel costs in the consolidated statements of comprehensive income. m) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding.
The Company records employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. 50 Table of Contents k) Defined Contribution Savings Plan The Company has an employee savings plan under which the Company provides safe harbor matching contributions.
The Company records employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. 49 Table of Contents j) Defined Contribution Savings Plan The Company has an employee savings plan under which the Company provides safe harbor matching contributions.
Crain Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Richard P. Palmieri Director September 12, 2024 Richard P.
Crain Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Richard P. Palmieri Director September 15, 2025 Richard P.
As of June 30, 2024 and 2023 , management believes no impairment exists. h) Long-Lived Assets 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.
As of June 30, 2025 and 2024 , management believes no impairment exists. g) Long-Lived Assets 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.
FORM 10-K SUMMARY None. 74 Table of Contents S IGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RADIANT LOGISTICS, INC. (Registrant) Date: September 12, 2024 By: /s/ Bohn H. Crain Bohn H.
FORM 10-K SUMMARY None. 71 Table of Contents S IGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RADIANT LOGISTICS, INC. (Registrant) Date: September 15, 2025 By: /s/ Bohn H. Crain Bohn H.
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 freight, ocean freight, truckload, less than truckload, and intermodal.
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.
For derivative instruments that are not designated as hedges, gains and losses from changes in fair value of interest rate swap contracts are recognized in the consolidated statements of comprehensive income. r) Treasury Stock The Company accounts for treasury stock under the cost method, and repurchases are reflected as a reduction of stockholders’ equity at cost (see Note 10).
For derivative instruments that are not designated as hedges, gains and losses from changes in fair value of interest rate swap contracts are recognized in the consolidated statements of comprehensive income. q) Treasury Stock The Company accounts for treasury stock under the cost method, and repurchases are reflected as reductions of stockholders’ equity at cost (see Note 10).
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 Table of Contents P ART II I TEM 5.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 27 Table of Contents P ART II I TEM 5.
All significant intercompany balances and transactions have been eliminated. Non-controlling interest in the consolidated balance sheets represents RCP’s proportionate share of equity in RLP.
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.
Adjusted gross profit percentage is adjusted gross profit as a percent of our total revenue. In addition, management believes measuring its operating costs as a function of adjusted gross profit provides a useful 29 Table of Contents metric, as our ability to control costs as a function of adjusted gross profit directly impacts operating results.
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.
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 %.
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 %.
On June 3, 2024, the Company acquired the operations of D.V.A & Associates, Inc., a Portland, Oregon based, privately held company that provides a full range of domestic and international transportation and logistics services across North America.
On June 3, 2024 , the Company acquired the assets and operations of D.V.A & Associates, Inc., a Portland, Oregon based, privately held company that provides a full range of domestic and international transportation and logistics services.
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 as of June 30, 2024 and 2023 were $ 22,908 and $ 22,515 , respectively.
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.
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 matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
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.
The non-controlling 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 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 Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility. As of June 30, 2024, the one-month SOFR rate was 5.34 % . 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 .
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 .
As of June 30, 2024, we have $24.9 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital. Fiscal year ended June 30, 2024 compared to fiscal year ended June 30, 2023 Net cash provided by operating activities was $17.3 million and $97.9 million for the fiscal years ended June 30, 2024 and 2023, respectively.
As of June 30, 2025, we have $22.9 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital. Fiscal year ended June 30, 2025 compared to fiscal year ended June 30, 2024 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.

… 242 more changes not shown on this page.

Other RLGT 10-K year-over-year comparisons