RADIANT LOGISTICS, INC

The logistics industry is highly fragmented with thousands of companies of various sizes competing in the domestic and international markets. The market for third-party logistics services in the United States and Canada is estimated at approximately $336.3 billion annually ¹. Shippers increasingly outsource logistics functions to manage supply chains cost-effectively, and the industry is positioned for further consolidation as customers demand sophisticated, broad-reaching service offerings. Radiant Logistics operates as a non-asset-based third-party logistics provider, which allows it to minimize fixed operating costs and offer competitive pricing and flexible solutions, in contrast to asset-based competitors focused on maximizing utilization of their own captive fleets.

The company competes against asset-based and other non-asset-based third-party logistics companies, consultants, information technology vendors, and shippers' transportation departments. Competition is based primarily on rates, quality of service, reliable pickup and delivery, and scope of operations. Certain competitors have substantially greater financial resources. The company's primary competitive advantages include its non-asset-based business model, significant advantages offered to strategic operating partners, a lower-risk network of strategic operating partners, a diverse customer base, information technology resources, a global network of transportation providers, sourcing and managing transportation, and value-added services. No single customer or strategic operating partner represented more than 10% of consolidated revenue for the annual period up to the date of the report.

Radiant Logistics generates revenue by arranging shipments of materials, products, equipment, and other goods on behalf of customers, primarily through domestic and international air and ocean freight forwarding and freight brokerage services, including truckload, less-than-truckload, and intermodal services. The company generates gross margin on the difference between what it charges customers and what it pays transportation providers. Revenue is derived through a multi-brand network of over 100 operating locations ², including independent agents (strategic operating partners) operating exclusively on the company's behalf and approximately 30 Company-owned locations ³. The company also provides value-added services including materials management and distribution, customs house brokerage, global trade management, and related technology services.

The company's transportation services are organized into freight forwarding and freight brokerage. Freight forwarding operations involve obtaining shipment orders, creating logistics solutions, and arranging transportation via trucking companies, commercial airlines, air cargo carriers, ocean carriers, and other third-party providers. Freight brokerage provides bi-modal capabilities for truckload, LTL, and intermodal services throughout the United States and Canada, managed through centralized service centers in Chicago, Illinois and Toronto, Ontario. The brokerage offers temperature-controlled, dry van, intermodal drayage, and flatbed services, specializing in food and beverage, consumer packaged goods, and frozen food and refrigerated products. For LTL, the company employs a point-to-point model that provides faster transit times, lower incidence of damage, and reduced fuel consumption compared to the traditional hub and spoke model. Intermodal services arrange movement of freight in containers, trailers, and rail boxcars over long distances of at least 750 miles ⁴.

Value-added services include materials management and distribution, customs house brokerage, global trade management, and related technology services. The company also provides international air and ocean services, including heavyweight and small package air services, same day (next flight out) air charters, next day a.m./p.m., second day a.m./p.m., and time-definite surface transport moves. The non-asset-based model allows use of commercial passenger and cargo flights, providing thousands of daily flight options and zip-code-to-zip-code coverage throughout North America. The company is investing in artificial intelligence, deploying AI agents in production that support shipment onboarding, data validation, and exception management, and developing "Ray," an AI orchestration platform under the Navegate technology brand.

During fiscal year 2026, the company completed several acquisitions, including Transcon Shipping Co., Inc. in 2025, USA Logistics Services, Inc. and USA Carrier Services, LLC in 2025, Universal Logistics, Inc. in 2025, and Weport, S.A. de C.V., a global transportation and logistics solutions company headquartered in Mexico City, in 2025. The company also completed acquisitions in 2024, including Foundation Logistics & Services, LLC, Focus Logistics, Inc., TCB Transportation Associates, LLC, and others. On November 13, 2025, the board of directors authorized the repurchase of up to 5,000,000 shares ⁵ of common stock through December 31, 2027. As of June 30, 2026, 4,916,637 shares ⁶ remained available for repurchase under the program. The company did not purchase shares during the three months ended June 30, 2026.

The company's financial performance reflects growth through acquisitions and organic expansion. Total revenue for fiscal year 2026 was $1,137.4 million ⁷, compared to $1,077.3 million ⁸ in fiscal year 2025. Net income for fiscal year 2026 was $15.4 million ⁹, compared to $18.0 million ¹⁰ in the prior year. Diluted earnings per share were $0.33 ¹¹ in fiscal 2026 versus $0.39 ¹² in fiscal 2025. Adjusted gross profit, a non-GAAP measure, was $207.4 million ¹³ in fiscal 2026, compared to $194.7 million ¹⁴ in fiscal 2025. The company's cash flow from operations was $42.0 million ¹⁵ in fiscal 2026, compared to $39.4 million ¹⁶ in fiscal 2025.

The company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The organic growth strategy focuses on strengthening existing and expanding new customer relationships, leveraging the company's technology platform, and continuing the organic build-out of the network of strategic operating partner locations. The company plans to continue searching for third-party acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with complementary service offerings. The company also seeks acquisitive growth through the acquisition of certain strategic operating partners. As the company grows and scales, it expects to create density in trade lanes, which creates opportunities to more efficiently source and manage transportation capacity.

The company is investing in technology to drive productivity improvements, including the continued development of advanced information systems and the migration of legacy systems to a singular SAP-based platform. The company is also investing in artificial intelligence, deploying AI agents in production and developing "Ray," an AI orchestration platform designed to build, deploy, govern, and continuously improve AI agents across operations. The company believes these initiatives will improve operational efficiency, data quality, and consistency of service. The company also plans to continue enhancing its back-office infrastructure, transportation management, global trade management, and accounting systems to support growth.

The company believes that certain costs, such as those related to information technology, physical locations, senior management, and sales and general operations, excluding non-cash amortization, should grow more slowly than adjusted gross profit, which would lead to improved cash flow margins over time. However, historically, cash flow margins have fluctuated and have not always improved as the company has grown. The company remains focused on leveraging back-office infrastructure and technology systems to drive productivity improvement across the organization.

The company's network is comprised of over 100 operating locations ¹⁷, including Company-owned offices and warehouses in the United States, Canada, and other international locations. The company believes its current offices and warehouses are adequately covered by insurance and are sufficient to support operations for the foreseeable future. As of June 30, 2026, the company had 1,107 employees ¹⁸, of which 1,080 were full-time ¹⁹. None of these employees are covered by a collective bargaining agreement, and the company has experienced no work stoppages.

The company's capital allocation strategy includes share repurchases and acquisitions. On November 13, 2025, the board authorized the repurchase of up to 5,000,000 shares ²⁰ through December 31, 2027. As of June 30, 2026, 4,916,637 shares ²¹ remained available for repurchase. The company has not paid any cash dividends on its common stock since inception and does not anticipate paying cash dividends in the foreseeable future. The company maintains a $200 million revolving credit facility ²² with a $100 million accordion feature ²³ to support future acquisition opportunities.

The company faces headwinds from economic recessions, global unrest, and other factors that reduce freight volumes. The transportation industry historically has experienced cyclical fluctuations due to economic recessions, downturns in business cycles of customers, interest rate fluctuations, inflation pressures, geopolitical events, and other economic factors. Fuel prices have been subject to increases and shipping channels have been disrupted in response to recent geopolitical events, particularly the current conflicts in the Middle East. Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on the business, as a material portion of volumes derives from the movement of goods into and out of the United States.

The company's international operations expose it to currency exchange risk, as it generates a significant portion of revenues from international operations, including a substantial amount in Canada. For the fiscal years ended June 30, 2026 and 2025, international services accounted for 46% and 45% of adjusted gross profit, respectively ²⁴. The company has not entered into any foreign currency hedging arrangements. The company's international operations also expose it to risks from changes in governmental policies, currency exchange rates, wars, strikes, civil unrest, and other factors affecting international trade.

The company faces risks related to its strategic operating partner network, as approximately 42% of consolidated adjusted gross profit for both fiscal years ended June 30, 2026 and 2025 was derived through strategic operating partners ²⁵. The company may be restricted from growing in certain territories or with certain customers, except through strategic operating partners. If strategic operating partners fail to maintain adequate reserves against unpaid customer invoices, or if the company is unable to offset against commissions, results of operations and financial condition may be adversely affected. As of June 30, 2026, approximately $1.8 million ²⁶ was owed to the company by strategic operating partners.

The company's business depends on maintaining and expanding its strategic operating partner network, which accounted for approximately 42% of consolidated adjusted gross profit for both fiscal years ended June 30, 2026 and 2025 ²⁷. The company faces the risk of strategic operating partner terminations and failures to renew agreements, which could result in loss of customers and revenue. The company also faces risks from the U.S. Supreme Court's decision in Montgomery v. Caribe Transport II, LLC, which determined that certain state-law claims alleging negligent selection of a carrier by a freight broker are not preempted by the Federal Aviation Administration Authorization Act of 1994, potentially increasing litigation and defense expenses. The company's international operations expose it to currency exchange risk, as international services accounted for 46% and 45% of adjusted gross profit for fiscal years 2026 and 2025, respectively ²⁸. Changes in U.S. trade policy and tariffs could reduce freight volumes and disrupt trade lanes, materially affecting results. The company's credit facility contains financial covenants, including a maximum consolidated net leverage ratio of 3.00 ²⁹ and a minimum consolidated interest coverage ratio of 3.00 ³⁰, and as of June 30, 2026, the company had $25.0 million ³¹ of indebtedness outstanding.

Management's message emphasizes the company's position 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 strategic priorities for the period ahead include growing the business organically and through acquisitions, focusing on strengthening existing and expanding new customer relationships, and continuing the organic build-out of the network of strategic operating partner locations. Management also emphasizes leveraging back-office infrastructure and technology systems to drive productivity improvement, including the development of AI agents and the "Ray" orchestration platform. The company expects to continue its acquisition strategy, targeting third-party candidates and strategic operating partners, and remains focused on creating density in trade lanes to more efficiently source and manage transportation capacity.