Technology
RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE SECOND FISCAL QUARTER ENDED DECEMBER 31, 2024
Published
1 year agoon
By
Continues to deliver solid financial results in face of continued market headwinds;
Further progress in green-field and strategic operating partner acquisitions;
Well positioned for further growth with untapped $200 million credit facility
RENTON, Wash., Feb. 10, 2025 /PRNewswire/ — Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, today reported financial results for the three and six months ended December 31, 2024.
Financial Highlights – Three Months Ended December 31, 2024
Revenues of $264.5 million for the second fiscal quarter ended December 31, 2024, up $63.4 million or 31.5%, compared to revenues of $201.1 million for the comparable prior year period. On a sequential basis, revenues for the second fiscal quarter ended December 31, 2024, were up $60.9 million or 29.9%, compared to revenues of $203.6 million for the first fiscal quarter ended September 30, 2024.Gross profit of $59.6 million for the second fiscal quarter ended December 31, 2024, up $0.8 million or 1.4%, compared to gross profit of $58.8 million for the comparable prior year period. On a sequential basis, gross profit for the second fiscal quarter ended December 31, 2024, was up $5.5 million or 10.2%, compared to gross profit of $54.1 million for the first fiscal quarter ended September 30, 2024.Adjusted gross profit, a non-GAAP financial measure, of $63.3 million for the second fiscal quarter ended December 31, 2024, up $1.3 million or 2.1%, compared to adjusted gross profit of $62.0 million for the comparable prior year period. On a sequential basis, adjusted gross profit for the second fiscal quarter ended December 31, 2024, was up $5.7 million or 9.9%, compared to adjusted gross profit of $57.6 million for the first fiscal quarter ended September 30, 2024.Net income attributable to Radiant Logistics, Inc. of $6.5 million, or $0.14 per basic and $0.13 per fully diluted share for the second fiscal quarter ended December 31, 2024, up $5.5 million or 550.0%, compared to $1.0 million, or $0.02 per basic and fully diluted share for the comparable prior year period. On a sequential basis, net income attributable to Radiant Logistics, Inc. for the second fiscal quarter ended December 31, 2024, was up $3.1 million or 91.2%, compared to a net income attributable to Radiant Logistics, Inc. of $3.4 million for the first fiscal quarter ended September 30, 2024.Adjusted net income, a non-GAAP financial measure, of $10.7 million, or $0.23 per basic and $0.22 per fully diluted share for the second fiscal quarter ended December 31, 2024, up $5.2 million or 94.5%, compared to adjusted net income of $5.5 million, or $0.12 per basic and $0.11 per fully diluted share for the comparable prior year period. On a sequential basis, adjusted net income for the second fiscal quarter ended December 31, 2024, was up $2.8 million or 35.4%, compared to adjusted net income of $7.9 million for the first fiscal quarter ended September 30, 2024. Adjusted net income is calculated by applying a normalized tax rate of 24.5% and excluding other items not considered part of regular operating activities.Adjusted EBITDA, a non-GAAP financial measure, of $12.0 million for the second fiscal quarter ended December 31, 2024, up $4.3 million or 55.8%, compared to adjusted EBITDA of $7.7 million for the comparable prior year period. On a sequential basis, adjusted EBITDA for the second fiscal quarter ended December 31, 2024, was up $2.5 million or 26.3%, compared to adjusted EBITDA of $9.5 million for the first fiscal quarter ended September 30, 2024.Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, up to 19.0% or 660 basis points, for the second fiscal quarter ended December 31, 2024, compared to adjusted EBITDA margin of 12.4% for the comparable prior year period. On a sequential basis, adjusted EBITDA margin for the second fiscal quarter ended December 31, 2024 of 19.0% was up 260 basis points when compared to the 16.4% adjusted EBITDA margin for the first fiscal quarter ended September 30, 2024.
Acquisition Update
Effective September 1, 2024, the Company acquired Foundation Logistics & Services, LLC, a Humble, Texas based, privately held company that provides a full range of specialized transportation and logistics services for companies involved in the exploration, drilling, and production of oil and gas.
Effective October 1, 2024, the Company acquired the assets and operations of Focus Logistics, Inc. (“Focus”), a privately held company with operations in Romulus, Michigan that has operated under the Company’s Service By Air brand since 2006. Focus combined with the Company’s existing operations in the Detroit, Michigan area to solidify the Company’s offerings in the region.
Effective December 1, 2024, the Company acquired the assets and operations of TCB Transportation Associates, LLC d/b/a TCB Transportation, a St. Louis, Missouri based, privately held intermodal marketing company specializing in the movement of 40 and 53-foot containers across North America.
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.
CEO Bohn Crain Comments on Results
“With the benefit of our diverse service offering, we continue to deliver solid financial results and generated $12.0 million in adjusted EBITDA for our second fiscal quarter ended December 31, 2024, which are generally ahead of results from the comparable prior year period as well as our most recent previous quarter ended September 30, 2024,” said Bohn Crain, Founder and CEO of Radiant Logistics. “We continue to take great pride in our work to support humanitarian and relief related projects around the globe. Our results this quarter reflect our support of a number of such projects, including chartering 49 flights to bring approximately 8 million units of IV fluid to the U.S. as a result of the national shortages resulting from Hurricane Milton.
Notwithstanding these strong results for the quarter ended December 31, 2024, we do expect our future near-term results to continue to be challenged by market headwinds. Near-term results could also be further frustrated by the recently introduced tariffs with China, Mexico and Canada, as we head into our slowest seasonal quarter ended March 31.”
Mr. Crain continued, “As previously discussed, we believe we are well positioned with a durable business model, diverse service offering and strong balance sheet to navigate through these slower freight markets as we find our way back to more normalized market conditions. We continue to enjoy a strong balance sheet with approximately $20.0 million of cash on hand as of December 31, 2024, no meaningful debt, and an untapped $200 million credit facility. At the same time, we remain focused on delivering profitable growth through a combination of organic and acquisition initiatives and thoughtfully re-levering our balance sheet through a combination of strategic operating partner conversions, synergistic tuck-in acquisitions, and stock buy-backs. Through this approach we believe, over time, we will continue to deliver meaningful value for our shareholders, operating partners, and the end customers that we serve. We made good progress in this regard over this last quarter with the acquisition of Texas-based Foundation Logistics, the conversion of our Michigan-based strategic operating partner location (Focus Logistics) which is combining with our existing Radiant operation in Detroit and the acquisition of TCB Transportation in St. Louis, Missouri. We believe these three transactions are representative of our broader pipeline of opportunities which includes both green-field acquisitions (i.e. companies not currently part of our network) as well as acquisition opportunities inherent in our agent-based network where we can support our current operating partners in their exit strategies. We look forward to providing further updates as we progress along these lines.”
Three Months Ended December 31, 2024 – Financial Results
For the three months ended December 31, 2024, the Company reported net income attributable to Radiant Logistics, Inc. of $6.5 million on $264.5 million of revenues, or $0.14 per basic and $0.13 per fully diluted share. For the three months ended December 31, 2023, the Company reported net income attributable to Radiant Logistics, Inc. of $1.0 million on $201.1 million of revenues, or $0.02 per basic and fully diluted share.
For the three months ended December 31, 2024, the Company reported adjusted net income, a non-GAAP financial measure, of $10.7 million, or $0.23 per basic and $0.22 per fully diluted share. For the three months ended December 31, 2023, the Company reported adjusted net income of $5.5 million, or $0.12 per basic and $0.11 per fully diluted share.
For the three months ended December 31, 2024, the Company reported adjusted EBITDA, a non-GAAP financial measure, of $12.0 million, compared to $7.7 million for the comparable prior year period.
Six Months Ended December 31, 2024 – Financial Results
For the six months ended December 31, 2024, the Company reported net income attributable to Radiant Logistics, Inc. of $9.8 million on $468.1 million of revenues, or $0.21 per basic and $0.20 per fully diluted share. For the six months ended December 31, 2023, the Company reported net income attributable to Radiant Logistics, Inc. of $3.6 million on $411.9 million of revenues, or $0.08 per basic and $0.07 per fully diluted share.
For the six months ended December 31, 2024, the Company reported adjusted net income, a non-GAAP financial measure, of $18.6 million, or $0.40 per basic and $0.38 per fully diluted share. For the six months ended December 31, 2023, the Company reported adjusted net income of $12.0 million, or $0.26 per basic and $0.25 per fully diluted share.
For the six months ended December 31, 2024, the Company reported adjusted EBITDA, a non-GAAP financial measure, of $21.5 million, compared to $16.9 million for the comparable prior year period.
Earnings Call and Webcast Access Information
Radiant Logistics, Inc. will host a conference call on Monday, February 10, 2025 at 4:30 PM Eastern to discuss the contents of this release. The conference call is open to all interested parties, including individual investors and press. Bohn Crain, Founder and CEO will host the call.
Conference Call Details
DATE/TIME:
Monday, February 10, 2025 at 4:30 PM Eastern
DIAL-IN
US (888) 506-0062; Intl. (973) 528-0011 (Participant Access Code: 783564)
REPLAY
February 11, 2025 at 9:30 AM Eastern to February 24, 2025 at 4:30 PM Eastern, US (877) 481-4010;
Intl. (919) 882-2331 (Replay ID number: 51992)
Webcast Details
This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com or at https://www.webcaster4.com/Webcast/Page/2191/51992
About Radiant Logistics (NYSE American: RLGT)
Radiant Logistics, Inc. (www.radiantdelivers.com) operates as a third-party logistics company, providing technology-enabled global transportation and value-added logistics solutions primarily to customers in the United States and Canada. Through its comprehensive service offering, Radiant provides domestic and international freight forwarding and freight brokerage services to a diversified account base including manufacturers, distributors and retailers, which it supports from an extensive network of company and agent-owned offices throughout North America and other key markets around the world. Radiant’s value-added logistics services include warehouse and distribution, customs brokerage, order fulfillment, inventory management and technology services.
This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in-line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our indebtedness; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; our ability to continue to respond to macroeconomic factors that have recently had a negative effect on worldwide freight markets; the impact of any health pandemic or environmental event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel, labor, and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from the cybersecurity incident that we reported in March 2024 or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our inability to remediate during fiscal year 2024 a material weakness in our internal controls over financial reporting, and the further risks that may arise should we be unable to remediate that material weakness during fiscal year 2025; and such other factors that may be identified from time to time in our U.S Securities and Exchange Commission (“SEC”) filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1 Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. We disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
RADIANT LOGISTICS, INC.
Condensed Consolidated Balance Sheets
December 31,
June 30,
(In thousands, except share and per share data)
2024
2024
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
19,908
$
24,874
Accounts receivable, net of allowance of $2,255 and $2,103, respectively
113,440
118,016
Contract assets
8,197
7,615
Income tax receivable
3,101
3,133
Prepaid expenses and other current assets
8,222
10,567
Total current assets
152,868
164,205
Property, technology, and equipment, net
24,946
25,558
Goodwill
104,269
93,043
Intangible assets, net
44,451
34,943
Operating lease right-of-use assets
57,561
49,850
Deposits and other assets
2,666
3,586
Total other long-term assets
208,947
181,422
Total assets
$
386,761
$
371,185
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
64,346
$
73,558
Operating partner commissions payable
10,198
13,291
Accrued expenses
10,322
8,948
Current portion of operating lease liabilities
12,598
11,629
Current portion of finance lease liabilities
699
643
Current portion of contingent consideration
4,825
455
Other current liabilities
5,114
1,927
Total current liabilities
108,102
110,451
Operating lease liabilities, net of current portion
52,372
45,026
Finance lease liabilities, net of current portion
1,109
677
Contingent consideration, net of current portion
9,427
4,710
Deferred tax liabilities
1,003
812
Other long-term liabilities
200
—
Total long-term liabilities
64,111
51,225
Total liabilities
172,213
161,676
Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized; 52,162,136 and
51,844,249 shares issued, and 46,997,470 and 46,808,943 shares outstanding,
respectively
34
33
Additional paid-in capital
108,985
110,763
Treasury stock, at cost, 5,164,666 and 5,035,306 shares, respectively
(31,874)
(31,166)
Retained earnings
143,121
133,278
Accumulated other comprehensive loss
(5,817)
(3,546)
Total Radiant Logistics, Inc. stockholders’ equity
214,449
209,362
Non-controlling interest
99
147
Total equity
214,548
209,509
Total liabilities and equity
$
386,761
$
371,185
RADIANT LOGISTICS, INC.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
Three Months Ended December 31,
Six Months Ended December 31,
(In thousands, except share and per share data)
2024
2023
2024
2023
Revenues
$
264,544
$
201,082
$
468,109
$
411,880
Operating expenses:
Cost of transportation and other services
201,239
139,085
347,250
289,057
Operating partner commissions
19,291
25,818
38,092
49,601
Personnel costs
19,554
19,760
39,177
39,387
Selling, general and administrative expenses
10,834
10,519
21,155
19,993
Depreciation and amortization
5,038
4,364
9,843
8,890
Lease termination costs
1,166
76
1,166
76
Change in fair value of contingent consideration
(1,300)
(204)
(1,100)
(450)
Total operating expenses
255,822
199,418
455,583
406,554
Income from operations
8,722
1,664
12,526
5,326
Other income (expense):
Interest income
367
621
832
1,207
Interest expense
(311)
(291)
(548)
(593)
Foreign currency transaction gain (loss)
181
(79)
119
15
Change in fair value of interest rate swap contracts
(301)
(531)
(741)
(733)
Other
14
135
1,053
162
Total other income (expense)
(50)
(145)
715
58
Income before income taxes
8,672
1,519
13,241
5,384
Income tax expense
(2,163)
(404)
(3,308)
(1,418)
Net income
6,509
1,115
9,933
3,966
Less: net income attributable to non-controlling interest
(42)
(130)
(90)
(359)
Net income attributable to Radiant Logistics, Inc.
$
6,467
$
985
$
9,843
$
3,607
Other comprehensive income:
Foreign currency translation gain (loss)
(2,911)
1,397
(2,271)
269
Comprehensive income
$
3,598
$
2,512
$
7,662
$
4,235
Income per share:
Basic
$
0.14
$
0.02
$
0.21
$
0.08
Diluted
$
0.13
$
0.02
$
0.20
$
0.07
Weighted average common shares outstanding:
Basic
46,942,639
46,990,818
46,831,938
47,144,388
Diluted
48,983,153
48,907,452
48,784,482
48,991,819
Reconciliation of Non-GAAP Measures
RADIANT LOGISTICS, INC.
Reconciliation of Gross Profit to Adjusted Gross Profit, Net Income Attributable to Radiant Logistics, Inc.
to Adjusted Net Income, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
(unaudited)
As used in this report adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are presented herein because they are important metrics used by management to evaluate and understand the performance of the ongoing operations of Radiant’s business. For adjusted net income, management uses a 24.5% tax rate to calculate the provision for income taxes to normalize Radiant’s tax rate to that of its competitors and to compare Radiant’s reporting periods with different effective tax rates. In addition, in arriving at adjusted net income, the Company adjusts for certain non-cash charges and significant items that are not part of regular operating activities. These adjustments include income taxes, depreciation and amortization, net interest expense, share-based compensation, change in fair value of contingent consideration, transition costs, lease termination costs, acquisition related costs, cybersecurity related costs, litigation costs, change in fair value of interest rate swap contracts, and gain on foreign currency transaction.
We commonly refer to the term “adjusted gross profit” when commenting about our Company and the results of operations. Adjusted gross profit is a non-GAAP measure calculated as revenues less directly related operations and expenses attributed to the Company’s services. Adjusted gross profit is calculated as GAAP gross profit exclusive of depreciation and amortization, which are reported separately. We believe adjusted gross profit is a better measurement than are total revenues when analyzing and discussing the effectiveness of our business and is used as a portion of a key metric the Company uses to discuss its progress.
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. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, cybersecurity incident related costs, changes in fair value of interest rate swap contracts, lease termination costs, foreign currency transaction gains and losses, litigation expenses unrelated to our core operations, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our condensed consolidated financial statements.
We believe that these non-GAAP financial measures, as presented, represent a useful method of assessing the performance of our operating activities, as they reflect our earnings trends without the impact of certain non-cash charges and other non-recurring charges. These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations to allow a comparison to other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. However, these non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies. Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin should not be considered in isolation or as a substitute for any of the condensed consolidated statements of comprehensive income prepared in accordance with GAAP, or as an indication of Radiant’s operating performance or liquidity.
(In thousands)
Three Months Ended December 31,
Six Months Ended December 31,
Reconciliation of adjusted gross profit to GAAP gross profit
2024
2023
2024
2023
Revenues
$
264,544
$
201,082
$
468,109
$
411,880
Cost of transportation and other services (exclusive of depreciation
and amortization, shown separately below)
(201,239)
(139,085)
(347,250)
(289,057)
Depreciation and amortization
(3,707)
(3,205)
(7,195)
(6,538)
GAAP gross profit
$
59,598
$
58,792
$
113,664
$
116,285
Depreciation and amortization
3,707
3,205
7,195
6,538
Adjusted gross profit
$
63,305
$
61,997
$
120,859
$
122,823
GAAP gross profit percentage
22.5
%
29.2
%
24.3
%
28.2
%
Adjusted gross profit percentage
23.9
%
30.8
%
25.8
%
29.8
%
(In thousands)
Three Months Ended December 31,
Six Months Ended December 31,
Reconciliation of GAAP net income to adjusted EBITDA
2024
2023
2024
2023
Net income attributable to Radiant Logistics, Inc.
$
6,467
$
985
$
9,843
$
3,607
Income tax expense
2,163
404
3,308
1,418
Depreciation and amortization (1)
5,038
4,479
9,957
9,118
Net interest expense (income)
(56)
(330)
(284)
(614)
EBITDA
13,612
5,538
22,824
13,529
Share-based compensation
(1,813)
695
(1,650)
1,575
Change in fair value of contingent consideration
(1,300)
(204)
(1,100)
(450)
Acquisition related costs
101
252
185
321
Litigation costs
130
741
421
1,105
Gain on litigation settlement
—
—
(1,000)
—
Lease termination costs
1,166
76
1,166
76
Change in fair value of interest rate swap contracts
301
531
741
733
Foreign currency transaction loss (gain)
(181)
79
(119)
(15)
Adjusted EBITDA
$
12,016
$
7,708
$
21,468
$
16,874
Adjusted EBITDA margin (adjusted EBITDA as a % of adjusted gross profit)
19.0
%
12.4
%
17.8
%
13.7
%
(1) Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation expenses recognized on
certain computer software as a service.
(In thousands, except share and per share data)
Three Months Ended December 31,
Six Months Ended December 31,
Reconciliation of GAAP net income to adjusted net income
2024
2023
2024
2023
GAAP net income attributable to Radiant Logistics, Inc.
$
6,467
$
985
$
9,843
$
3,607
Adjustments to net income:
Income tax expense
2,163
404
3,308
1,418
Depreciation and amortization
5,038
4,364
9,843
8,890
Change in fair value of contingent consideration
(1,300)
(204)
(1,100)
(450)
Acquisition related costs
101
252
185
321
Litigation costs
130
741
421
1,105
Lease termination costs
1,166
76
1,166
76
Change in fair value of interest rate swap contracts
301
531
741
733
Amortization of debt issuance costs
100
130
200
255
Adjusted net income before income taxes
14,166
7,279
24,607
15,955
Provision for income taxes at 24.5%
(3,471)
(1,783)
(6,029)
(3,909)
Adjusted net income
$
10,695
$
5,496
$
18,578
$
12,046
Adjusted net income per common share:
Basic
$
0.23
$
0.12
$
0.40
$
0.26
Diluted
$
0.22
$
0.11
$
0.38
$
0.25
Weighted average common shares outstanding:
Basic
46,942,639
46,990,818
46,831,938
47,144,388
Diluted
48,983,153
48,907,452
48,784,482
48,991,819
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SOURCE Radiant Logistics, Inc.
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The Issuer intends to use the net proceeds from the Offering to finance a portion of the development and construction of two buildings containing eight data halls with a combined total of 400 megawatts (“MW”) of utility capacity and 260 MW of critical IT capacity (the “Project”) to be built on an approximately 260-acre property in Dickens County, Texas and to fund debt service reserves.
The Notes will bear interest at a rate of 9.875% per annum payable semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on February 1, 2027 and will mature on August 1, 2031. The Notes will amortize at a rate of 4.00% per annum of the original principal amount subject to adjustment, with amortization payments payable semi-annually with the first payment date to occur at least ten months after the completion of the Project.
The Notes will be fully and unconditionally guaranteed by Galaxy Helios II LLC, a wholly owned direct subsidiary of the Issuer (the “Guarantor”), and will constitute the senior secured obligations of the Issuer and the Guarantor. The Notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and the Guarantor, other than certain excluded property and (ii) all equity interests of the Issuer held by the direct parent company of the Issuer.
The Offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the Offering may be completed.
The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Galaxy
Galaxy Digital Inc. (Nasdaq: GLXY) is a global leader in digital assets and data center infrastructure, delivering solutions that accelerate progress in finance and artificial intelligence. Our digital assets platform offers institutional access to trading, advisory, asset management, staking, self-custody, and tokenization technology. In addition, we develop and operate cutting-edge data center infrastructure to power AI and HPC workloads. Our 1.63 GW Helios campus in Texas positions Galaxy among the largest and fastest-growing data center developers in North America. The Company is headquartered in New York City, with offices across North America, Europe, the Middle East, and Asia.
Forward Looking Statements
This press release includes forward-looking statements, including statements relating to the completion, size and timing of the Offering, the terms of the Notes and the intended use of proceeds. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements represent the Company’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the satisfaction of the closing conditions related to the Offering and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the SEC. The Issuer may not consummate the proposed Offering described in this press release and, if the proposed Offering is consummated, cannot provide any assurances regarding the final terms of the Offering or the Notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, whether as a result of new information, future events, or otherwise, except as may be required by law.
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SOURCE Galaxy Digital Inc.
Technology
The Finish Line that Changed China: Retracing the Long March to Yan’an
Published
42 minutes agoon
July 24, 2026By
BEIJING, July 23, 2026 /PRNewswire/ — A news report from China.org.cn on the Long March, and what it means for China today:
Every journey has a destination.
But some destinations become the beginning of something even greater.
This is Yan’an.
Over 90 years ago, an army of soldiers embarked from Yudu, Jiangxi Province, on a journey that would go down in history.
They crossed snow-capped mountains, vast grasslands and raging rivers, eventually arriving in northern Shaanxi.
Across this grueling 12,500-kilometer journey, they wrote a magnificent epic in human history with willpower and courage.
Here, their Long March came to a victorious end. But a new chapter of history was only beginning.
In Yan’an, the Red Army found time to recover and rebuild, and the Central Committee of the Communist Party of China regrouped, gathering strength for the next chapter.
Here, new ideas were debated, new strategies were shaped, and a vision for China’s future gradually took form.
Today, while preserving its revolutionary legacy, Yan’an has grown into a vibrant, modern city — with a greener environment, thriving industries and happier lives for its people.
Nearly 90 years ago, American journalist Edgar Snow came to northern Shaanxi, seeking to uncover a story that few outside China knew. He later chronicled it in his book “Red Star Over China,” which carried the story of the Long March to the world.
Today, people from around the world are once again retracing those steps.
As part of China International Communications Group (CICG)’s “Together on the Long March” international communication project, participants have spent more than a month retracing the route across six key regions.
From Jiangxi to Shaanxi, they followed the Red Army’s journey and witnessed the remarkable changes that have taken place along the way.
I asked them one simple question: What does this journey mean to you?
Zhavier Harris, marketing and communications manager at the Springfield Urban League, said conversations with local residents and descendants of the Red Army made history feel far more immediate than he had expected.
He said history isn’t as distant as we often think. “We’re only one or two generations from these great sacrifices that led to the development and the greatness that we see from the Communist Party of China and China as a whole.”
David Ferguson, honorary chief English editor at Foreign Languages Press under CICG and a recipient of the 2021 Chinese Government Friendship Award, said the journey deepened his understanding of the Long March.
He said the journey helped him understand not only the historical facts, but also what the Red Army endured. “If you see the Long March merely as a military campaign, it ended in Yan’an. But as a spirit, it has never truly come to an end.”
We came to retrace history. We leave with something more: a deeper understanding of China’s past, a clearer view of its present, and perhaps a greater appreciation for the stories that connect us across cultures.
Edgar Snow called the Long March “an Odyssey unequalled in modern times.” He believed that what sustained it was a flame — consisting of an undimmed ardor, an undying hope and an amazing revolutionary optimism.
Ninety years later, that flame still burns.
Passed down through generations, the spirit of the Long March continues to light China’s path forward.
And as it crosses borders and cultures, it offers the world a glimpse of a nation defined by resilience, perseverance and an enduring drive to move forward.
China Mosaic
http://www.china.org.cn/video/node_7230027.htm
The Finish Line that Changed China: Retracing the Long March to Yan’an
http://www.china.org.cn/video/2026-07/23/content_118614941.shtml
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SOURCE China.org.cn
Technology
Visa and Lianlian Advance Trusted B2B Agentic Commerce Through LoopXPay’s First Live B2B Agentic Transaction
Published
42 minutes agoon
July 24, 2026By
First live B2B agentic transaction in Greater China highlights how AI-enabled commerce can help SMBs streamline purchasing and payments, supported by Visa’s Agentic Directory for trusted AI agent interactions
SINGAPORE, July 24, 2026 /PRNewswire/ — Visa (NYSE: V), a global leader in digital payments, and Lianlian DigiTech Co., Ltd. (“Lianlian”), an AI-native global financial infrastructure provider, today announced the first live B2B agentic transaction completed using LoopXPay, Lianlian’s AI agent.
Small and medium sized businesses (SMBs) often lack dedicated procurement teams and spend valuable time sourcing, purchasing and making payments themselves. In the transaction, the LoopXPay agent was used to source a product sample from a supplier and complete the purchase in a single workflow. The agent identified the purchasing requirement, recommended suitable suppliers, compared options, placed the order and securely executed the payment within a single workflow, while operating within pre-defined spending controls and approval parameters.
The milestone highlights how AI-powered commerce experiences can help SMBs simplify purchasing and payment activities while maintaining appropriate controls and oversight. By enabling AI agents to operate within pre-defined spending parameters and approval controls, businesses can reduce manual effort while retaining visibility into commercial decision-making.
As AI agents become more involved in purchasing and payment activities, businesses will require confidence that transactions are being executed by verified participants, within approved parameters and with appropriate oversight. Capabilities aligned with Visa’s Trusted Agent Protocol can help provide the identity, transparency and controls needed to support these interactions.
As part of the collaboration, LoopXPay has been registered in Visa’s Agentic Directory, enabling participating businesses and merchants to identify verified AI agents within the ecosystem. Supporting the implementation of Visa’s Trusted Agent Protocol, the Agentic Directory helps provide greater transparency into agent-driven interactions and confidence that participating agents have met Visa’s requirements.
“AI-powered commerce experiences can help businesses simplify purchasing and payments while maintaining the controls and oversight they require,” said Darren Parslow, Global Head, Visa Commercial Solutions, Visa. “For SMBs, that means less complexity in managing day-to-day commercial activities and more time focused on growth. As businesses increasingly look to embed intelligence into purchasing and payment experiences, trust will become a critical enabler of adoption. Through our collaboration with Lianlian, we are helping advance the trusted foundations that businesses will need to participate in this next era of commerce with confidence.”
Building on this milestone, Visa and Lianlian are exploring how AI agents can support a broader range of commercial activities, including procurement, digital advertising optimisation and B2B platform payments, helping advance trusted commerce through greater efficiency, transparency and control.
Zhang Zhengyu, Founder, Chairman of the Board and CEO, Lianlian DigiTech, said, “AI is reshaping the entire commercial value chain, where a growing number of business activities will be autonomously executed by AI agents, with payments serving as the critical infrastructure connecting them to global commerce. Leveraging its experience in global cross-border payments, compliance, as well as payment network, LianLian is actively building AI-native financial infrastructure, delivering an integrated suite of capabilities for the Agent Economy, spanning identity verification, transaction authorisation, intelligent payment, and global fund settlement. Through this collaboration with Visa, we aim to combine Lianlian’s AI-native capabilities with Visa’s trusted global network and commercial payment expertise to help businesses transact more securely, intelligently and efficiently in an increasingly agent-driven commerce environment.”
About Visa
Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, sellers, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.
About Lianlian
Lianlian DigiTech Co., Ltd. (“Lianlian DigiTech” or “Lianlian”) was founded in 2009 and listed on the Main Board of the Hong Kong Stock Exchange in 2024 (stock code: 2598.HK). As China’s leading global provider of digital and intelligent payment services, Lianlian adheres to its mission of “Connecting the world, empowering global commerce” and pursues an “AI-Native + Globalization” strategy. The Company is committed to building a trusted global intelligent financial infrastructure, enabling seamless connectivity between Chinese enterprises and global businesses. As of now, Lianlian has established a global licensing portfolio comprising 68 payment licenses and related qualifications, and holds a VATP license issued by the Hong Kong SFC. It supports services in more than 200 countries and regions and enables transaction settlement in over 140 currencies, connecting over 180 global e-commerce platforms and serving a cumulative total of over 13.3 million customers. Learn more at www.lianlian.com.
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SOURCE Visa Worldwide Pte. Limited
Galaxy Digital Inc. Announces Pricing of $3.507 Billion of Senior Secured Notes
The Finish Line that Changed China: Retracing the Long March to Yan’an
Visa and Lianlian Advance Trusted B2B Agentic Commerce Through LoopXPay’s First Live B2B Agentic Transaction
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