RADIANT LOGISTICS, INC (RLGT) SEC Filings & Earnings Calls

Concentration of ownership in CEO

“Bohn H. Crain ... 10,253,293 ... 21.8%” · word for word

Related party transactions through RLP

“RLP is owned 60% by Mr. Crain and 40% by the Company.” · word for word

Excise tax gross-up for CEO on change of control

“In the event compensation payable to Mr. Crain upon a change of control causes him to be subject to an excise tax under section 4999 of the Code, he will receive a 'gross up' payment” · word for word

No formal policy on board diversity in nominations

“We do not have a formal policy with regard to the consideration of diversity in identifying director nominees” · word for word

Macroeconomic and Trade Uncertainty

“Global economic and trade conditions remain highly uncertain. Inflationary pressures, tariff and trade policy uncertainty, and geopolitical tensions ... continue to create volatility in shipment volumes, pricing dynamics, and operating margins.”

Dependence on Strategic Operating Partners

“For both fiscal years ended June 30, 2026 and 2025, approximately 42% of our consolidated adjusted gross profit” · word for word

Interest Rate Exposure

“For every 1.0% increase in interest rates, our interest expense per $1.0 million in borrowings will increase by approximately $0.01 million.” · word for word

FY adjusted net income and adjusted EBITDA declined YoY, partly due to a $1.3M First Brands adjustment.

“Adjusted net income FY2026 $25.3M vs $30.9M prior year; adjusted EBITDA FY2026 $36.7M vs $38.8M prior year.”

Key executive hire with potential integration risk

“New COO appointment with significant responsibilities”

Increased debt could lead to higher interest expense and leverage

“Maximum consolidated net leverage ratio of 3.00; interest rate based on leverage” · word for word

Macroeconomic and Trade Policy Uncertainty

“Inflationary pressures, tariff and trade policy uncertainty, and geopolitical tensions – including the ongoing conflict in the Middle East and its effects on global energy markets, freight capacity, and shipping costs – continue to create volatility in shipment volumes, pricing dynamics, and operating margins.” · word for word

Acquisition Integration Risk

“The Company will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint” · word for word

International freight volumes pressured by tariff policy uncertainty and Middle East conflict disrupting trade routes.

“U.S. trade policy has fundamentally redrawn the economics of cross-border commerce... physical disruption to global shipping routes stemming from the conflict in the Middle East” · word for word

Revenue decline of 12.2% y/y headline due to lapping large Milton Project; underlying growth strong.

“Revenues down $32.4M or 12.2% compared to prior year; but ex-Milton up 16.2%.”

Adjusted net income down 24.3% y/y; adjusted EBITDA down 1.7% y/y; but ex-Milton both up strongly.

“Adjusted net income $8.1M vs $10.7M; adjusted EBITDA $11.8M vs $12.0M.”

Macroeconomic and trade policy uncertainty

“Global economic and trade conditions remain uncertain, due to inflationary pressures, tariff and trade policy uncertainty, geopolitical tensions, and shifts in consumer demand, which may adversely affect shipment volumes, pricing dynamics and operating margins, and our overall business and financial results.” · word for word

Revenue decline due to lower project charter revenue

“Transportation revenue was $217.8 million and $252.1 million for the three months ended December 31, 2025 and 2024, respectively. The decrease of $34.3 million, or 13.6% is primarily attributable to meaningful project charter revenues in the prior year period.” · word for word

Increasing personnel costs as a percentage of adjusted gross profit

“As a percentage of adjusted gross profit, personnel costs increased 471 basis points to 35.6% from 30.9% for the three months ended December 31, 2025 and 2024, respectively.” · word for word

Margin compression from mix shift

“Net transportation margins decreased from 26.5% to 23.9%, primarily due to increases in ocean revenues, which have lower gross profit margin characteristics than other service levels.” · word for word

Cost inflation (personnel and SG&A)

“As a percentage of adjusted gross profit, personnel costs increased 219 basis points to 36.3% from 34.1%... SG&A increased 238 basis points to 20.3% from 17.9%.” · word for word

Macroeconomic uncertainty

“The global economic and trade environments remain uncertain, due to factors including inflation, tariff uncertainties, geopolitical tensions, and changes in consumer behavior, any or all of which could adversely affect our business and financial results.” · word for word

Customer bankruptcy risk: $1.3M bad debt from First Brands bankruptcy highlights concentration risk and credit quality of customers.

“Unusual and one-time $1.3 million bad debt expense related to the bankruptcy of First Brands.” · word for word

Freight environment headwinds: Difficult freight market conditions pressuring margins and organic growth.

“Notwithstanding the difficult freight environment... adjusted EBITDA margin down 500 bps.”