Radiant Logistics 10Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2023


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-35392

RADIANT LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

04-3625550

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

Triton Tower Two

700 S Renton Village Place, Seventh Floor

Renton, Washington 98057

(Address of principal executive offices) (Zip Code)

(425) 462-1094

(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	RLGT	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 46,923,036 shares outstanding of the registrant’s common stock as of February 2, 2024.

RADIANT LOGISTICS, INC.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of December 31, 2023 and June 30, 2023	3

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2023 and 2022	4

	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended December 31, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2022	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Controls and Procedures	36

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	37

Item 5.	Other Information	38

Item 6.	Exhibits	39

Signatures		40

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets


	December 31,			June 30,
(In thousands, except share and per share data)	2023			2023
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	32,883		$	32,456
Accounts receivable, net of allowance of $3,597 and $2,776, respectively		106,297			126,725
Contract assets		7,227			6,180
Income tax receivable		2,139			—
Prepaid expenses and other current assets		12,799			15,211
Total current assets		161,345			180,572

Property, technology, and equipment, net		26,327			25,389

Goodwill		89,251			89,203
Intangible assets, net		31,746			36,641
Operating lease right-of-use assets		50,042			56,773
Deposits and other assets		4,333			5,163
Total other long-term assets		175,372			187,780
Total assets	$	363,044		$	393,741

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	71,213		$	84,561
Operating partner commissions payable		14,476			18,360
Accrued expenses		8,625			8,739
Income tax payable		—			369
Current portion of notes payable		1,826			4,107
Current portion of operating lease liabilities		10,535			11,273
Current portion of finance lease liabilities		583			620
Current portion of contingent consideration		—			3,886
Other current liabilities		300			258
Total current liabilities		107,558			132,173

Operating lease liabilities, net of current portion		46,119			52,120
Finance lease liabilities, net of current portion		704			1,121
Contingent consideration, net of current portion		90			287
Deferred tax liabilities		1,456			2,944
Total long-term liabilities		48,369			56,472
Total liabilities		155,927			188,645

Commitments and contingencies (Note 15)

Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized; 51,762,706 and 51,603,386 shares issued, and 46,921,448 and 47,294,529 shares outstanding, respectively		33			33
Additional paid-in capital		109,728			108,516
Treasury stock, at cost, 4,841,258 and 4,308,857 shares, respectively		(30,148	)		(27,067	)
Retained earnings		129,200			125,593
Accumulated other comprehensive loss		(1,936	)		(2,205	)
Total Radiant Logistics, Inc. stockholders’ equity		206,877			204,870
Non-controlling interest		240			226
Total equity		207,117			205,096
Total liabilities and equity	$	363,044		$	393,741

The accompanying notes are an integral part of these condensed consolidated financial statements.

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)	2023			2022			2023			2022
Revenues	$	201,082		$	278,119		$	411,880		$	609,090

Operating expenses:
Cost of transportation and other services		139,085			204,091			289,057			458,582
Operating partner commissions		25,818			30,512			49,601			60,617
Personnel costs		19,760			20,641			39,387			40,412
Selling, general and administrative expenses		10,595			8,667			20,069			17,437
Depreciation and amortization		4,364			6,914			8,890			13,693
Change in fair value of contingent consideration		(204	)		150			(450	)		310
Total operating expenses		199,418			270,975			406,554			591,051

Income from operations		1,664			7,144			5,326			18,039

Other income (expense):
Interest income		621			59			1,207			98
Interest expense		(291	)		(742	)		(593	)		(1,563	)
Foreign currency transaction gain (loss)		(79	)		4			15			471
Change in fair value of interest rate swap contracts		(531	)		(104	)		(733	)		587
Other		135			24			162			29
Total other income (expense)		(145	)		(759	)		58			(378	)

Income before income taxes		1,519			6,385			5,384			17,661

Income tax expense		(404	)		(1,460	)		(1,418	)		(4,224	)

Net income		1,115			4,925			3,966			13,437
Less: net income attributable to non-controlling interest		(130	)		(89	)		(359	)		(168	)
Net income attributable to Radiant Logistics, Inc.	$	985		$	4,836		$	3,607		$	13,269

Other comprehensive income:
Foreign currency translation gain (loss)		1,397			901			269			(2,577	)
Comprehensive income	$	2,512		$	5,826		$	4,235		$	10,860

Income per share:
Basic	$	0.02		$	0.10		$	0.08		$	0.27
Diluted	$	0.02		$	0.10		$	0.07		$	0.27

Weighted average common shares outstanding:
Basic		46,990,818			48,243,204			47,144,388			48,494,260
Diluted		48,907,452			49,427,420			48,991,819			49,865,216

The accompanying notes are an integral part of these condensed consolidated financial statements.

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Changes in Equity

Three and Six Months Ended December 31, 2023

(unaudited)


	RADIANT LOGISTICS, INC. STOCKHOLDERS’ EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders’			Non- Controlling			Total
(In thousands, except share and per share data)	Shares			Amount		Capital			Stock			Earnings		Loss			Equity			Interest			Equity
Balance as of June 30, 2023		47,294,529		$	33	$	108,516		$	(27,067	)	$	125,593	$	(2,205	)	$	204,870		$	226		$	205,096
Repurchase of common stock		(35,349	)		—		—			(230	)		—		—			(230	)		—			(230	)
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid		127,868			—		(331	)		—			—		—			(331	)		—			(331	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		1,933			—		—			—			—		—			—			—			—
Share-based compensation		—			—		881			—			—		—			881			—			881
Net income		—			—		—			—			2,622		—			2,622			229			2,851
Other comprehensive loss		—			—		—			—			—		(1,128	)		(1,128	)		—			(1,128	)
Balance as of September 30, 2023		47,388,981		$	33	$	109,066		$	(27,297	)	$	128,215	$	(3,333	)	$	206,684		$	455		$	207,139

Repurchase of common stock		(497,052	)		—		—			(2,851	)		—		—			(2,851	)		—			(2,851	)
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid		27,980			—		(32	)		—			—		—			(32	)		—			(32	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		1,539			—		—			—			—		—			—			—			—
Distribution to non-controlling interest		—			—		—			—			—		—			—			(345	)		(345	)
Share-based compensation		—			—		694			—			—		—			694			—			694
Net income		—			—		—			—			985		—			985			130			1,115
Other comprehensive income		—			—		—			—			—		1,397			1,397			—			1,397
Balance as of December 31, 2023		46,921,448		$	33	$	109,728		$	(30,148	)	$	129,200	$	(1,936	)	$	206,877		$	240		$	207,117

The accompanying notes are an integral part of these condensed consolidated financial statements.

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Changes in Equity (continued)

Three and Six Months Ended December 31, 2022

(unaudited)


	RADIANT LOGISTICS, INC. STOCKHOLDERS’ EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders’			Non- Controlling			Total
(In thousands, except share and per share data)	Shares			Amount		Capital			Stock			Earnings		Loss			Equity			Interest			Equity
Balance as of June 30, 2022, as restated		48,740,935		$	33	$	106,146		$	(16,004	)	$	104,998	$	(796	)	$	194,377		$	180		$	194,557
Repurchase of common stock		(219,517	)		—		—			(1,340	)		—		—			(1,340	)		—			(1,340	)
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid		152,881			—		(442	)		—			—		—			(442	)		—			(442	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		411			—		1			—			—		—			1			—			1
Distribution to non-controlling interest		—			—		—			—			—		—			—			(75	)		(75	)
Share-based compensation		—			—		609			—			—		—			609			—			609
Net income		—			—		—			—			8,433		—			8,433			79			8,512
Other comprehensive loss		—			—		—			—			—		(3,478	)		(3,478	)		—			(3,478	)
Balance as of September 30, 2022		48,674,710		$	33	$	106,314		$	(17,344	)	$	113,431	$	(4,274	)	$	198,160		$	184		$	198,344

Repurchase of common stock		(620,347	)		—		—			(3,660	)		—		—			(3,660	)		—			(3,660	)
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid		24,606			—		(15	)		—			—		—			(15	)		—			(15	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		100,863			—		192			—			—		—			192			—			192
Distribution to non-controlling interest		—			—		—			—			—		—			—			(75	)		(75	)
Share-based compensation		—			—		679			—			—		—			679			—			679
Net income		—			—		—			—			4,836		—			4,836			89			4,925
Other comprehensive income		—			—		—			—			—		901			901			—			901
Balance as of December 31, 2022		48,179,832		$	33	$	107,170		$	(21,004	)	$	118,267	$	(3,373	)	$	201,093		$	198		$	201,291

The accompanying notes are an integral part of these condensed consolidated financial statements

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Six Months Ended December 31,
(In thousands)	2023			2022
OPERATING ACTIVITIES:
Net income	$	3,966		$	13,437
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Share-based compensation		1,575			1,288
Amortization of intangible assets		5,197			10,009
Depreciation and amortization of property, technology, and equipment		3,693			3,684
Deferred income tax benefit		(1,489	)		(1,666	)
Amortization of debt issuance costs		255			250
Change in fair value of contingent consideration		(450	)		310
Change in fair value of interest rate swap contracts		733			(587	)
Other		916			(391	)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable		19,578			62,080
Contract assets		(1,047	)		12,948
Income taxes		(2,473	)		(2,034	)
Prepaid expenses, deposits, and other assets		2,462			1,002
Operating lease right-of-use assets		5,866			5,186
Accounts payable		(13,396	)		(31,041	)
Operating partner commissions payable		(3,903	)		1,567
Accrued expenses and other liabilities		(79	)		(2,387	)
Operating lease liabilities		(5,843	)		(4,135	)
Payments of contingent consideration		(3,473	)		(2,500	)
Net cash provided by operating activities		12,088			67,020


INVESTING ACTIVITIES:
Payments to acquire businesses		(100	)		(3,250	)
Purchases of property, technology, and equipment		(5,019	)		(3,442	)
Proceeds from sale of property, technology, and equipment		202			31
Net cash used for investing activities		(4,917	)		(6,661	)

FINANCING ACTIVITIES:
Proceeds from revolving credit facility		—			67,500
Repayments of revolving credit facility		—			(82,500	)
Payments of debt issuance costs		(119	)		(820	)
Repayments of notes payable and finance lease liabilities		(2,618	)		(2,478	)
Repurchases of common stock		(3,081	)		(5,000	)
Payment of contingent consideration		(250	)		—
Distributions to non-controlling interest		(345	)		(150	)
Proceeds from exercise of stock options		4			193
Payments of employee tax withholdings related to restricted stock units and stock options		(367	)		(457	)
Net cash used for financing activities		(6,776	)		(23,712	)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		32			899

NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		427			37,546
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD		33,062			25,067

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	$	33,489		$	62,613

RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Cash and cash equivalents	$	32,883		$	62,020
Restricted cash		606			593
Total cash, cash equivalents, and restricted cash	$	33,489		$	62,613

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid	$	5,380		$	8,388
Interest paid	$	267		$	1,157

The accompanying notes are an integral part of these condensed consolidated financial statements.

RADIANT LOGISTICS, INC.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

(Dollars in thousands, except share and per share data)

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

The Company

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company”), operates as a third-party logistics company, providing technology-enabled global transportation and value-added logistics solutions primarily in the United States and Canada. The Company services a large and diversified account base across a range of industries and geographies, which is supported from an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company’s behalf, and approximately 25 Company-owned offices. As a third-party logistics company, the Company has access to a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network.

Through its operating locations across North America, the Company offers domestic, 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. The Company’s primary transportation services involve arranging shipments, on behalf of its customers, of materials, products, equipment, and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services including materials management and distribution services (collectively, “materials management and distribution” or “MM&D” services), and customs house brokerage (“CHB”) services to complement its core transportation service offering.

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

The interim period information included in this Quarterly Report on Form 10-Q reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results of the respective interim periods. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principles of Consolidation

The condensed 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. All significant intercompany balances and transactions have been eliminated.

Non-controlling interest in the condensed consolidated balance sheets represents RCP’s proportionate share of equity in RLP. Net income (loss) of non-wholly-owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder(s) of the non-controlling interest in proportion to their percentage ownership interests.

b) Use of Estimates

The preparation of condensed consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that could differ from these estimates.

c) Cash and Cash Equivalents

The Company maintains its cash in bank deposit accounts that may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. Cash equivalents consist of highly liquid investments with original maturities of three months or less.

d) Restricted Cash

Restricted cash represents five months of interest payments on the Company’s senior secured loan held by the lender that are required to be set aside. Restricted cash of $606 is included in prepaid expenses and other current assets in the condensed consolidated balance sheet as of December 31, 2023 and June 30, 2023. The Company combines unrestricted and restricted cash for presentation in the condensed consolidated statements of cash flows.

e) Accounts Receivable

Accounts receivable, which includes billed and unbilled amounts, are stated net of the allowance for credit losses and represents the net amount expected to be collected. The Company measures the expected credit losses on a collective (pool) basis based on the levels of delinquency (i.e., aging analysis) and applying an expected loss percentage rate to each pool when similar risk characteristics exist. The Company determines the allowance for credit losses by computing an expected loss percentage rate to each pool based upon its historical write-off experience, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately. Amounts for shipments delivered but unbilled were $17,737 and $22,515 as of December 31, 2023 and June 30, 2023, respectively.

Through a contractual arrangement, the Company records trade accounts receivable from revenue generated from independently owned strategic operating partners operating under various Company brands. Under these contracts, each strategic operating partner is responsible for some or all of the collection of its customer accounts receivable. To facilitate this arrangement, certain strategic operating partners are required to maintain a deposit with the Company for these receivables. The Company charges the respective strategic operating partner’s deposit account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. If a deficit balance occurs in the strategic operating partners’ deposit account, these amounts are included as accounts receivable in the Company’s condensed consolidated financial statements. For those strategic operating partners not required to maintain a deposit, the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. The Company expects to replenish these funds through the future business operations of these strategic operating partners, or as these amounts are ultimately collected from these customers. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit amounts, the Company would be at risk of loss for any such amounts. Due to the nature and specific risk characteristics of these accounts, the Company evaluates these accounts separately in determining an allowance for credit losses.

The activity in the allowance for credit losses is as follows:


(In thousands)
Balance as of June 30, 2023	$	2,776
Write-offs		(223	)
Recoveries		318
Provision for credit losses		741
Foreign currency translation		(15	)

Balance as of December 31, 2023	$	3,597

f) Property, Technology, and Equipment

Property, technology, and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income (expense). Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized.

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. Goodwill is not amortized, but rather is reviewed for impairment annually or more frequently if facts or circumstances indicate that its carrying amount may not be recoverable.

The Company has determined that there are two reporting units for the purpose of the goodwill impairment test. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing a quantitative impairment test. The qualitative assessment evaluates various factors, such as macroeconomic conditions, industry and market conditions, cost factors, recent events, and financial trends that may impact the fair value of the reporting unit. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is required.

If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying amount. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved, and multiples of current and future earnings, and market approach, which utilizes a selection of guideline public companies. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.

The Company performs its annual goodwill impairment test as of April 1 of each year or more frequently if facts or circumstances indicate that the carrying amount may not be recoverable. As of December 31, 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. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist.

Definite-lived intangible assets consist of customer related intangible assets, trade names and trademarks, licenses, developed technology, and non-compete agreements arising from the Company’s acquisitions. Customer related intangible assets and trademarks and trade names are amortized using the straight-line method over periods of up to 15 years, licenses are amortized using the straight-line method over ten years, developed technology is amortized using the straight-line method over five years, and non-compete agreements are amortized using the straight-line method over periods of up to five years.

i) Business Combinations

The Company accounts for business acquisitions using the acquisition method. The assets acquired and liabilities assumed in business combinations, including identifiable intangible assets, are recorded based upon their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill. Acquisition expenses are expensed as incurred. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates are inherently uncertain and subject to refinement.

The fair values of intangible assets are generally estimated using a discounted cash flow approach with Level 3 inputs. The estimate of fair value of an intangible asset is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company generally uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions.

For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is generally estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating results and financial objectives by acquired companies using Level 3 inputs discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the condensed consolidated statements of comprehensive income.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed 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. 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 generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers.

In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 45 days from the date of invoice. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s agreed upon destination. The transportation services, including certain ancillary services, such as loading/unloading, freight insurance and customs clearance, that are provided to the customer represent a single performance obligation as the ancillary services are not distinct in the context of the contract and therefore combined with the performance obligation for transportation services. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from point of origin to point of destination. The Company determines the period to recognize revenue based upon the actual departure date and delivery date, if available, or estimated delivery date if delivery has not occurred as of the reporting date. Certain shipments may require the Company to estimate revenue, in which case it uses the average revenue per shipment, per mode of transportation. Determination of the estimated revenue, transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The timing of revenue recognition, billings, cash collections, and allowance for credit losses results in billed and unbilled receivables. The Company receives the unconditional right to bill when shipments are delivered to their destination. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contract with its transportation customers have an expected duration of one year or less. The corresponding direct costs of revenue, including primarily purchased transportation costs and commissions, have been expensed ratably as incurred.

The Company also provides MM&D services for its customers under contracts generally ranging from a few months to five years and include renewal provisions. These MM&D service contracts provide for inventory management, order fulfillment and warehousing of the customer’s product and arrangement of transportation of the customer’s product. The Company’s performance obligations are satisfied over time as the customers simultaneously receive and consume the services provided by the Company as it performs. Revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized over time based on the level of activity volume.

Other services include primarily CHB services sold separately as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue.

The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the condensed consolidated statements of comprehensive income.

Contract Assets

Contract assets represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in-transit shipments at period end, but for which it has not yet completed the performance obligations. Upon completion of the performance obligations, which can vary in duration based upon the mode of transportation, the balance is included in accounts receivable.

Operating Partner and Other Commissions

The Company enters into contractual arrangements with strategic operating partners that operate, on behalf of the Company, an office in a specific location that engages primarily in arranging, domestic and international transportation services. In return, the strategic operating partner is compensated through the payment of sales commissions, which are based on individual shipments. The Company accrues the strategic operating partners’ commission obligation ratably as the goods are transferred to the customer.

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.

k) Defined Contribution Savings Plan

The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $386 and $852 for the three and six months ended December 31, 2023, respectively, and $399 and $863 for the three and six months ended December 31, 2022, respectively.

l) Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company records a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. Currently, the Company does not have any accruals for uncertain tax positions.

m) Share-Based Compensation

The Company grants restricted stock awards, restricted stock units, and stock options to certain directors, officers, and employees. 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. Determining the fair value of stock option awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs.

Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. The Company records share-based compensation for service-based restricted stock 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 and will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period. The Company accounts for forfeitures as they occur. Share-based compensation expense is reflected in personnel costs in the condensed 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. 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. 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. Gains and losses on transactions of monetary items denominated in a foreign currency are recognized within other expense on the condensed consolidated statements of comprehensive income.

p) Leases

The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liabilities; and operating lease liabilities, net of current portion in the condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liabilities; and finance lease liabilities, net of current portion in the condensed consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms may include options to extend or terminate the lease, which the Company has generally not included in its calculation of ROU assets or lease liabilities as it is not reasonably certain that the option will be exercised in the normal course of business.

For the Company’s lease agreements containing fixed payments for both lease and non-lease components, the Company accounts for the components as a single lease component, as permitted. For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify, and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the three and six months ended December 31, 2023 and 2022 are immaterial.

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 three and six months ended December 31, 2023 and 2022 are immaterial.

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. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in earnings with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings. As of December 31, 2023, the Company does not have any derivatives designated as hedges.

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 condensed consolidated statements of comprehensive income.

r) 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). As of December 31, 2023, there have been no reissuances of treasury stock.

s) Reclassification of Previously Issued Financial Statements

Certain amounts in the prior period have been reclassified in the condensed consolidated financial statements to conform to the current year presentation. There has been no impact on previously reported net income or stockholders’ equity from such reclassification.

t) Recently Adopted Accounting Guidance

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (and issued subsequent ASUs on ASC 326), which changes estimates for credit losses related to financial assets measured at amortized cost, including loan receivables, trade receivables and other contracts, such as off-balance sheet credit exposure, specifically, loan commitments and standby letters of credit, financial guarantees, and other similar instruments. The guidance replaced the current incurred loss accounting model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model requires the measurement of the lifetime expected credit losses on financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The standard requires a cumulative effect adjustment to retained earnings to the first reporting period in which the guidance is effective. The Company, as a smaller reporting company as of the relevant measuring period, qualified for an extension of the adoption of ASU 2016-13 to July 1, 2023.

The Company adopted ASU 2016-13 on July 1, 2023 for all financial assets measured at amortized cost, consisting primarily of trade accounts receivable, which are short-term and for which the Company has not historically experienced significant credit losses. Based on the immaterial effect of ASU 2016-13 on the financial statements, a cumulative effect adjustment was not considered necessary.

u) Recent Accounting Guidance Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires greater disaggregation of information in a reporting entity’s effective tax rate reconciliation as well as disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires more disaggregated expense information about a public entity’s reportable segments if the significant segment expenses are regularly provided to the chief operating decision maker and included in each reported measure of segment profit or loss. Additionally, ASU 2023-07 allows public entities to disclose more than one measure of segment profit or loss used by the chief operating decision maker. 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. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively as of the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its segment reporting disclosures.

NOTE 3 – REVENUE

A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition are as follows:


	Three Months Ended December 31, 2023
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	166,121	$	21,780	$	(88	)	$	187,813
Value-added services (1)		3,397		9,872		—			13,269
Total	$	169,518	$	31,652	$	(88	)	$	201,082

Timing of revenue recognition:
Services transferred over time	$	168,049	$	31,637	$	(88	)	$	199,598
Services transferred at a point in time		1,469		15		—			1,484
Total	$	169,518	$	31,652	$	(88	)	$	201,082

	Six Months Ended December 31, 2023
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	342,945	$	42,963	$	(125	)	$	385,783
Value-added services (1)		6,851		19,246		—			26,097
Total	$	349,796	$	62,209	$	(125	)	$	411,880

Timing of revenue recognition:
Services transferred over time	$	346,691	$	62,170	$	(125	)	$	408,736
Services transferred at a point in time		3,105		39		—			3,144
Total	$	349,796	$	62,209	$	(125	)	$	411,880


	Three Months Ended December 31, 2022
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	235,246	$	29,803	$	(58	)	$	264,991
Value-added services (1)		2,545		10,583		—			13,128
Total	$	237,791	$	40,386	$	(58	)	$	278,119

Timing of revenue recognition:
Services transferred over time	$	235,942	$	40,362	$	(58	)	$	276,246
Services transferred at a point in time		1,849		24		—			1,873
Total	$	237,791	$	40,386	$	(58	)	$	278,119

	Six Months Ended December 31, 2022
(In thousands)	United States		Canada		Corporate/ Eliminations			Total
Major service lines:
Transportation services	$	521,720	$	61,655	$	(255	)	$	583,120
Value-added services (1)		6,089		19,881		—			25,970
Total	$	527,809	$	81,536	$	(255	)	$	609,090

Timing of revenue recognition:
Services transferred over time	$	523,788	$	81,491	$	(255	)	$	605,024
Services transferred at a point in time		4,021		45		—			4,066
Total	$	527,809	$	81,536	$	(255	)	$	609,090

(1)

Value-added services include MM&D, CHB, GTM, and other services.

NOTE 4 – EARNINGS PER SHARE

The computations of the numerator and denominator of basic and diluted income per share are as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands, except share data)	2023		2022		2023		2022
Numerator:
Net income attributable to Radiant Logistics, Inc.	$	985	$	4,836	$	3,607	$	13,269

Denominator:
Weighted average common shares outstanding, basic		46,990,818		48,243,204		47,144,388		48,494,260
Dilutive effect of share-based awards		1,916,634		1,184,216		1,847,431		1,370,956

Weighted average common shares outstanding, diluted		48,907,452		49,427,420		48,991,819		49,865,216

Potentially dilutive common shares excluded		110,000		110,000		105,000		105,000

NOTE 5 – LEASES

The Company has finance leases for equipment, and operating leases for office space, warehouse space, and other equipment with lease terms expiring at various dates through December 2033.

The Company has lease commitments that have been executed but have not yet commenced. The undiscounted future lease payments of these commitments total $27,009 and are excluded from the tables below.

The components of lease expense are as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2023		2022		2023		2022
Operating lease cost	$	3,656	$	3,610	$	7,376	$	6,623

Finance leases:
Amortization of leased assets		176		180		384		333
Interest on lease liabilities		12		18		33		37

Total finance lease cost	$	188	$	198	$	417	$	370

Supplemental cash flow information related to leases are as follows:


	Six Months Ended December 31,
(In thousands)	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases	$	7,353		$	5,409
Operating cash flows paid for interest portion of finance leases		36			37
Financing cash flows paid for principal portion of finance leases		306			296

Right-of-use assets obtained (remeasured) in exchange for lease liabilities:
Operating leases	$	(265	)	$	25,096

Supplemental balance sheet information related to leases are as follows:


(In thousands)	December 31, 2023			June 30, 2023
Operating leases:
Operating lease right-of-use assets	$	50,042		$	56,773

Current portion of operating lease liabilities		10,535			11,273
Operating lease liabilities, net of current portion		46,119			52,120

Total operating lease liabilities	$	56,654		$	63,393

Finance leases:
Property, technology, and equipment, net	$	1,299		$	1,878

Current portion of finance lease liabilities		583			620
Finance lease liabilities, net of current portion		704			1,121

Total finance lease liabilities	$	1,287		$	1,741

Weighted average remaining lease term:
Operating leases	6.0 years			6.2 years
Finance leases	2.6 years			3.2 years

Weighted average discount rate:
Operating leases		5.39	%		5.29	%
Finance leases		5.37	%		4.93	%

As of December 31, 2023, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows:


(In thousands)	Operating			Finance
2024 (remaining)	$	6,571		$	317
2025		13,330			627
2026		12,109			270
2027		10,712			48
2028		6,700			48
Thereafter		17,963			70

Total lease payments		67,385			1,380

Less imputed interest		(10,731	)		(93	)

Total lease liabilities	$	56,654		$	1,287

NOTE 6 – PROPERTY, TECHNOLOGY, AND EQUIPMENT


(In thousands)	Useful Life	December 31, 2023			June 30, 2023
Computer software	3 − 5 years	$	27,922		$	26,964
Office and warehouse equipment	3 − 15 years		15,423			14,179
Leasehold improvements	(1)		10,189			9,083
Trailers and related equipment	3 − 15 years		6,653			7,015
Computer equipment	3 − 5 years		5,478			4,529
Furniture and fixtures	3 − 15 years		1,855			1,743

Property, technology, and equipment			67,520			63,513
Less: accumulated depreciation and amortization			(41,193	)		(38,124	)

Property, technology, and equipment, net		$	26,327		$	25,389

(1)

The cost is amortized over the shorter of the lease term or useful life.

Depreciation and amortization expenses related to property, technology, and equipment were $1,810 and $3,693 for the three and six months ended December 31, 2023, respectively, and $1,868 and $3,684 for the three and six months ended December 31, 2022, respectively. Computer software includes approximately $686 and $548 of software in development as of December 31, 2023 and June 30, 2023, respectively.

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

Changes in the carrying amount of goodwill are as follows:


(In thousands)
Balance as of June 30, 2023	$	89,203
Acquisition		48

Balance as of December 31, 2023	$	89,251

Intangible Assets

Intangible assets consist of the following:


	December 31, 2023
(In thousands)	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer related	7.6 years	$	117,887	$	(91,617	)	$	26,270
Trade names and trademarks	7.1 years		15,547		(12,829	)		2,718
Developed technology	2.9 years		4,091		(1,705	)		2,386
Licenses	3.2 years		785		(530	)		255
Covenants not to compete	1.1 years		1,433		(1,316	)		117

		$	139,743	$	(107,997	)	$	31,746


	June 30, 2023
(In thousands)	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer related	7.5 years	$	117,645	$	(87,175	)	$	30,470
Trade names and trademarks	7.6 years		15,547		(12,637	)		2,910
Developed technology	3.4 years		4,091		(1,295	)		2,796
Licenses	3.7 years		785		(490	)		295
Covenants not to compete	1.6 years		1,433		(1,263	)		170

		$	139,501	$	(102,860	)	$	36,641

Amortization expense amounted to $2,554 and $5,197 for the three and six months ended December 31, 2023, respectively, and $5,046 and $10,009 for the three and six months ended December 31, 2022, respectively. Certain acquired trade names have been rebranded in connection with the Company’s long-term growth strategy for consistency across the business and to better serve its customers. The Company will gradually phase out certain trade names and will predominantly use Radiant to refer to the Company. The rebranding resulted in the reduction of the related useful lives of certain trade names and accelerated amortization expense from June 2022 to December 2022.

Future amortization expense for each of the next five fiscal years ending June 30 are as follows:


(In thousands)
2024 (remaining)	$	5,001
2025		8,192
2026		3,457
2027		2,880
2028		2,250

NOTE 8 – NOTES PAYABLE

Notes payable consist of the following:


(In thousands)	December 31, 2023			June 30, 2023
Senior secured loans	$	1,868		$	4,204
Unamortized debt issuance costs		(42	)		(97	)

Total notes payable		1,826			4,107
Less: current portion		(1,826	)		(4,107	)

Total notes payable, net of current portion	$	—		$	—

Future maturities of notes payable for each of the next five fiscal years ending June 30 and thereafter are as follows:


(In thousands)
2024 (remaining)	$	1,868

Total	$	1,868

Revolving Credit Facility

The Company entered into a $200,000 syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, 2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150,000 tranche that may be loaned in U.S. Dollars and a $50,000 tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75,000 accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N. A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”).

The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and its guarantors on a parity basis with the security interest held by Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP described below. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility. As of December 31, 2023, the one-month SOFR was 5.35%.

For borrowings under the Revolving Credit Facility, the Company is subject to the maximum consolidated net leverage ratio of 3.00 and minimum consolidated interest coverage ratio of 3.00. Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock.

Senior Secured Loans

In connection with the Company’s acquisition of Radiant Canada, Radiant Canada obtained a CAD$29,000 senior secured Canadian term loan from Fiera Private Debt Fund IV LP (“FPD IV” formerly, Integrated Private Debt Fund IV LP) pursuant to a CAD$29,000 Credit Facilities Loan Agreement. The Company’s U.S. and Canadian subsidiaries are guarantors of the obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65% per annum. The Company is required to maintain five months interest in a debt service reserve account to be controlled by FPD IV. As of December 31, 2023, the amount of $606 is recorded as restricted cash presented within prepaid expenses and other current assets in the accompanying condensed consolidated financial statements. The Company made interest-only payments for the first twelve months followed by monthly principal and interest payments of CAD$390 that will be paid through maturity. As of December 31, 2023, $1,162 was outstanding under this term loan.

In connection with the Company’s acquisition of Lomas, Radiant Canada obtained a CAD$10,000 senior secured Canadian term loan from Fiera Private Debt Fund V LP (formerly, Integrated Private Debt Fund V LP) pursuant to a CAD$10,000 Credit Facilities Loan Agreement. The Company’s U.S. and Canadian subsidiaries are guarantors of the obligations thereunder. The loan matures on June 1, 2024 and accrues interest at a fixed rate of 6.65% per annum. The loan repayment consists of monthly principal and interest payments of CAD$149. As of December 31, 2023, $706 was outstanding under this term loan.

The loans may be prepaid in whole at any time providing the Company gives at least 30 days prior written notice and pays the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to the maturity date, and (ii) the face value of the principal amount being prepaid.

The covenants of the Revolving Credit Facility, described above, also apply to the FPD IV and FPD V term loans. As of December 31, 2023, the Company was in compliance with all of its covenants.

NOTE 9 – DERIVATIVES

All derivatives are recognized on the Company’s condensed consolidated balance sheets at their fair values and consist of interest rate swap contracts. On March 20, 2020, and effective April 17, 2020, the Company entered into an interest rate swap contract with Bank of America to trade variable interest cash inflows at one-month LIBOR for a $20,000 notional amount, for fixed interest cash outflows at 0.635%. On April 1, 2020, and effective April 2, 2020, the Company entered into an interest rate swap contract with Bank of America to trade the variable interest cash inflows at one-month LIBOR for a $10,000 notional amount, for fixed interest cash outflows at 0.5865%. Both interest rate swap contracts mature and terminate on March 13, 2025.

The Company uses interest rate swaps for the management of interest rate risk exposure, as the interest rate swaps effectively convert a portion of the Company’s Revolving Credit Facility from a floating to a fixed rate. The interest rate swaps are agreements between the Company and Bank of America to pay, in the future, a fixed rate payment in exchange for Bank of America paying the Company a variable payment. The net payment obligation is based on the notional amount of the swap contracts and the prevailing market interest rates. The Company may terminate the swap contracts prior to their expiration, at which point a realized gain or loss would be recognized. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. The derivative instruments had a total notional amount of $30,000 and a fair value of $1,496 and $2,229 recorded in deposits and other assets in the condensed consolidated balance sheets as of December 31, 2023 and June 30, 2023, respectively.

Neither interest rate swap contract is designated as a hedge, and gains and losses from changes in fair value are recognized in the condensed consolidated statements of comprehensive income. See Note 12 for discussion of fair value of the derivative instruments.

NOTE 10 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $0.001 per share and 100,000,000 shares of common stock, $0.001 per share. No shares of preferred stock are issued or outstanding on December 31, 2023 or June 30, 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. 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. The programs do not obligate the Company to repurchase any specific number of shares and could be suspended or terminated at any time without prior notice. Under the repurchase programs, the Company purchased 532,401 shares of its common stock at an average cost of $5.79 per share for an aggregate cost of $3,081, and 839,864 shares of its common stock at an average cost of $5.95 per share for an aggregate cost of $5,000 during the six months ended December 31, 2023 and 2022, respectively.

NOTE 11 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS

RLP is owned 40% by a wholly-owned subsidiary of the Company and 60% by RCP, a company for which the Chief Executive Officer of the Company is the sole member. RLP is a certified minority business enterprise that was formed for the purpose of providing the Company with a national accounts strategy to pursue corporate and government accounts with diversity initiatives. RCP’s ownership interest entitles it to 60% of the profits and distributable cash, if any, generated by RLP. The operations of RLP are intended to provide certain benefits to the Company, including expanding the scope of services offered by the Company and participating in supplier diversity programs not otherwise available to the Company. In the course of evaluating and approving the ownership structure, operations and economics emanating from RLP, a committee consisting of the independent Board members of the Company, considered, among other factors, the significant benefits provided to the Company through association with a minority business enterprise, particularly as many of the Company’s largest current and potential customers have a need for diversity offerings. In addition, the committee concluded that the economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third parties.

Certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties are considered variable interest entities. The Company has power over significant activities of RLP including the fulfillment of its contracts and financing its operations. Additionally, the Company also pays expenses and collects receivables on behalf of RLP. Thus, the Company is the primary beneficiary, RLP qualifies as a variable interest entity, and RLP is consolidated in these condensed consolidated financial statements.

RLP recorded $216 and $598 in net income, of which RCP’s distributable share was $130 and $359 for the three and six months ended December 31, 2023, respectively. RLP recorded $149 and $280 in net income, of which RCP’s distributable share was $89 and $168 for the three and six months ended December 31, 2022, respectively. The non-controlling interest recorded as a reduction of net income available to common stockholders in the condensed consolidated statements of comprehensive income represents RCP’s distributive share.

NOTE 12 – FAIR VALUE MEASUREMENT

The accounting guidance for fair value, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The fair value measurement level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

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.

Items Measured at Fair Value on a Recurring Basis

The following table sets forth the Company’s financial assets (liabilities) measured at fair value on a recurring basis:


	Fair Value Measurements as of December 31, 2023
(In thousands)	Level 3			Total
Contingent consideration	$	(90	)	$	(90	)
Interest rate swap contracts (derivatives)		1,496			1,496

	Fair Value Measurements as of June 30, 2023
(In thousands)	Level 3			Total
Contingent consideration	$	(4,173	)	$	(4,173	)
Interest rate swap contracts (derivatives)		2,229			2,229

The following table provides a reconciliation of the financial assets (liabilities) measured at fair value using significant unobservable inputs (Level 3):


(In thousands)	Contingent Consideration			Interest Rate Swap Contracts (Derivatives)
Balance as of June 30, 2023	$	(4,173	)	$	2,229
Increase related to acquisition		(90	)		—
Contingent consideration paid		3,723			—
Change in fair value		450			(733	)

Balance as of December 31, 2023	$	(90	)	$	1,496

The Company has contingent obligations to transfer cash payments and equity shares to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over their stated earn-out period. Contingent consideration is measured quarterly at fair value, and any change in the fair value of the contingent liability is included in the condensed consolidated statements of comprehensive income. The change in fair value in each period is principally attributable to a change in management’s estimates of future earn-out payments through the remainder of the earn-out periods.

The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in assumptions and operating results could have a significant impact on the earn-out amount through earn-out periods measured through September 2026, although there are no maximums on certain earn-out payments.

For contingent consideration the following table provides quantitative information about the significant unobservable inputs used in fair value measurement:

(In thousands)

Fair Value

Valuation Methodology

Unobservable Inputs

Cascade contingent consideration

—

Income approach

Projected gross margin over the earn-out period ending September 2024

>$6,300

Risk-adjusted discount rate

16.9

Daleray contingent consideration

Income approach

Projected adjusted EBITDA over the earn-out period ending September 2026

>$180

Risk-adjusted discount rate

15.0

As discussed in Note 9, derivative instruments are carried at fair value on the condensed consolidated balance sheets. The fair market value of interest rate swaps is determined using Level 3 unobservable inputs, specifically a pricing service proprietary to Bank of America.

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. The carrying amounts of the Company’s Revolving Credit Facility and notes payable would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. During the six months ended December 31, 2023, there were no transfers of financial instruments between Levels 1, 2, and 3.

NOTE 13 – INCOME TAXES

For the three and six months ended December 31, 2023, respectively, the components of income tax expense are as follows:


	Three Months Ended December 31,						Six Months Ended December 31,
(In thousands)	2023			2022			2023			2022
Current income tax expense	$	1,545		$	2,628		$	2,907		$	5,890
Deferred income tax benefit		(1,141	)		(1,168	)		(1,489	)		(1,666	)

Income tax expense	$	404		$	1,460		$	1,418		$	4,224

The Company’s effective tax rates prior to discrete items for the three and six months ended December 31, 2023 and 2022 are higher than the U.S. federal statutory rates primarily due to the jurisdictional mix of income and state taxes. Income tax expense for the six months ended December 31, 2023 results in an effective tax rate of 28.22%, which is higher than the U.S. federal statutory rate due to jurisdictional mix of income and state taxes, and reduced by share-based compensation benefits, which is discretely recognized through the six months ended December 31, 2023 and is not a component of the Company’s annualized forecasted effective tax rate for the fiscal year ending June 30, 2024. The effective tax rate through the six months ended December 31, 2022 was 24.38%, which was higher than the U.S. federal statutory rate due to jurisdictional mix of income and state taxes, and reduced by share-based compensation benefits, which was discretely recognized in the quarter and was not a component of the Company’s annualized forecasted effective tax rate. The Company does not have any uncertain tax positions.

NOTE 14 – SHARE-BASED COMPENSATION

The Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “2021 plan”) permits the Company’s Audit and Executive Committee to grant share-based awards to eligible employees, non-employee directors, and consultants of the Company. The 2021 plan became effective immediately upon approval by the Company’s stockholders and will expire on November 16, 2031, unless terminated earlier by the Board. The 2021 plan replaces the 2012 Radiant Logistics, Inc. Stock Option and Performance Award Plan (the “2012 plan”). The remaining shares available for grant under the 2012 plan will roll over into the 2021 plan, and no new awards will be granted under the 2012 plan. The terms of the 2012 plan, as applicable, will continue to govern awards outstanding under the 2012 plan, until exercised, expired, paid or otherwise terminated or canceled. Other than the 2021 plan, there are no other equity compensation plans under which equity awards can be granted.

Restricted Stock Units

The Company recognized share-based compensation expense related to restricted stock units of $676 and $1,539 for the three and six months ended December 31, 2023, respectively, and $661 and $1,252 for the three and six months ended December 31, 2022, respectively. As of December 31, 2023, the Company had approximately $5,987 of total unrecognized share-based compensation cost for restricted stock units expected to be recognized over a weighted average period of approximately 1.94 years.

The following table summarizes restricted stock unit activity under the plans:


	Number of Units			Weighted Average Grant Date Fair Value
Unvested balance as of June 30, 2023	1,360,796			$	6.54
Vested		(217,185	)		5.18
Granted	529,504				6.28
Forfeited		(147,967	)		6.55

Unvested balance as of December 31, 2023	1,525,148			$	6.64

As of December 31, 2023, the unvested balance includes a total of 823,930 restricted stock units with performance-based conditions. 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. 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 $18 and $36 for the three and six months ended December 31, 2023, respectively, and $18 and $36 for the three and six months ended December 31, 2022, respectively. As of December 31, 2023, the Company had approximately $173 of total unrecognized share-based compensation cost for stock options expected to be recognized over a weighted average period of approximately 2.42 years.

The following table summarizes stock option activity under the plans:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (In thousands)
Outstanding as of June 30, 2023		946,514		$	4.37		2.40	$	2,302
Exercised		(5,591	)		2.26		—		21

Outstanding as of December 31, 2023		940,923		$	4.38		1.90	$	2,211

Exercisable as of December 31, 2023		880,923		$	4.17		1.53	$	2,211

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened legal proceedings, except as described below, that are considered other than routine legal proceedings. The Company believes that the ultimate disposition or resolution of its routine legal proceedings, in the aggregate, are not material to its financial position, results of operations and liquidity.

The Company initiated claims against a former customer for unpaid accounts receivable. In response, the former customer has claimed damages against the Company for alleged fines and penalties, detention and demurrage charges paid or due to carriers, and for damaged or lost product. The matter is in its preliminary stage and the Company is not yet able to reasonably estimate a possible loss or range of loss, if any. The Company intends to defend against these claims. The outcome of litigation is inherently unpredictable and subject to significant uncertainties. An adverse outcome could have a material impact on the Company’s results of operations and cash flows.

Contingent Consideration and Earn-out Payments

The Company’s agreements with respect to previous acquisitions contain future consideration provisions, which provide for the selling equity owners to receive additional consideration if specified operating results and financial objectives are achieved in future periods. Earn-out payments are generally due annually following the first anniversary of each respective acquisition. The estimated discounted earn-out payments to be paid during the fiscal year ended June 30, 2027 is $90.

Other Contractual Commitments

As of December 31, 2023, the Company has $1,556 of non-cancelable contractual commitments related to warehouse equipment associated with operating leases that have not yet commenced. The amounts are expected to be paid within one year.

NOTE 16 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker or decision-making group in making decisions regarding allocation of resources and assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has two operating and reportable segments: United States and Canada.

The Company evaluates the performance of the segments primarily based on their respective revenues and income from operations. In addition, the Company includes the costs of the Company’s executives, board of directors, professional services, such as legal and consulting, amortization of intangible assets, and certain other corporate costs associated with operating as a public company as Corporate.


As of and for the Three Months Ended December 31, 2023							Corporate/
(In thousands)	United States			Canada			Eliminations			Total
Revenues	$	169,518		$	31,652		$	(88	)	$	201,082
Income (loss) from operations		4,948			2,980			(6,264	)		1,664
Other income (expense)		100			(44	)		(201	)		(145	)
Income (loss) before income taxes		5,048			2,936			(6,465	)		1,519
Depreciation and amortization		845			964			2,555			4,364
Total assets		253,741			109,303			—			363,044
Property, technology, and equipment, net		10,247			16,080			—			26,327
Goodwill		68,871			20,380			—			89,251

As of and for the Three Months Ended December 31, 2022							Corporate/
(In thousands)	United States			Canada			Eliminations			Total
Revenues	$	237,791		$	40,386		$	(58	)	$	278,119
Income (loss) from operations		10,124			5,370			(8,350	)		7,144
Other income (expense)		(162	)		189			(786	)		(759	)
Income (loss) before income taxes		9,962			5,559			(9,136	)		6,385
Depreciation and amortization		1,057			811			5,046			6,914
Total assets		346,169			123,690			—			469,859
Property, technology, and equipment, net		10,086			13,577			—			23,663
Goodwill		68,991			19,933			—			88,924


As of and for the Six Months Ended December 31, 2023							Corporate/
(In thousands)	United States			Canada			Eliminations			Total
Revenues	$	349,796		$	62,209		$	(125	)	$	411,880
Income (loss) from operations		12,672			4,912			(12,258	)		5,326
Other income (expense)		152			25			(119	)		58
Income (loss) before income taxes		12,824			4,937			(12,377	)		5,384
Depreciation and amortization		1,770			1,920			5,200			8,890
Total assets		253,741			109,303			—			363,044
Property, technology, and equipment, net		10,247			16,080			—			26,327
Goodwill		68,871			20,380			—			89,251

As of and for the Six Months Ended December 31, 2022							Corporate/
(In thousands)	United States			Canada			Eliminations			Total
Revenues	$	527,809		$	81,536		$	(255	)	$	609,090
Income (loss) from operations		23,915			10,806			(16,682	)		18,039
Other income (expense)		150			350			(878	)		(378	)
Income (loss) before income taxes		24,065			11,156			(17,560	)		17,661
Depreciation and amortization		2,114			1,569			10,010			13,693
Total assets		346,169			123,690			—			469,859
Property, technology, and equipment, net		10,086			13,577			—			23,663
Goodwill		68,991			19,933			—			88,924

NOTE 17 – BUSINESS COMBINATION

Fiscal Year 2024 Acquisition

On October 1, 2023, the Company acquired the assets and operations of Daleray Corporation (“Daleray”), a Fort Lauderdale, Florida based, privately held company that has operated under the Company’s Distribution By Air brand since 2014. The Company structured the transaction similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operation. The total consideration transferred in the business combination was not material.

NOTE 18 – SUBSEQUENT EVENTS

Fiscal Year 2024 Acquisition

Effective February 1, 2024, the Company acquired the stock of Select Logistics, Inc. and Select Cartage Inc. (collectively “Select”), both Doral, Florida based, privately held companies that have operated as part of the Company’s Adcom Worldwide brand since 2007. Select is expected to transition to the Radiant brand and combine with the operations of Daleray to solidify the Company’s cruise logistics service offerings in south Florida. The Company structured the transaction similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

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; the impact of COVID-19 or any other health pandemic or environment 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 ransomware incident that we reported in December of 2021 or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents, like the ransomware incident; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our need to restate our financial statements; our longer-term relationship with our senior lenders as a consequence of our need to restate our financial statements; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to remediate during fiscal year 2024 certain material weaknesses in our internal controls over financial reporting, and such other factors that may be identified from time to time in our Securities and Exchange Commission (“SEC”) filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1 Item 1A of this report. In addition, the global economic climate and additional or unforeseen effects from the COVID-19 pandemic or other unexpected health pandemics, may amplify many of these risks. 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.

The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the condensed consolidated financial statements and the related notes and other information included elsewhere in this report.

Overview

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), operates as a third-party logistics company, providing technology-enabled global transportation and value-added logistics solutions primarily in the United States and Canada. We service a large and diversified account base across a range of industries and geographies, which is supported from an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 25 Company-owned offices. As a third-party logistics company, the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and net cash flows than our asset-based competitors.

Through our operating locations across North America, we offer domestic, international air and ocean freight forwarding services and freight brokerage services, including truckload services, less than truckload (“LTL”) services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. 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, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services including materials management and distribution services (collectively, “materials management and distribution” or “MM&D” services), customs house brokerage (“CHB”) services and global trade management (“GTM”) services to complement our core transportation service offering.

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s technology platform, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company believes that it is creating density in its trade lanes, which creates opportunities for the Company to more efficiently source and manage its transportation capacity.

In addition to its focus on organic growth, the Company will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

Impact of Notable External Conditions

The global economic and trade environments remain uncertain, including continued inflation, geopolitical tensions and changes in consumer behavior could have a negative impact on our business and financial results.

Performance Metrics

Our principal source of income is derived from freight forwarding and freight brokerage services we provide to our customers. As a third-party logistics provider, we arrange for the shipment of our customers’ freight from point of origin to point of destination. Generally, we quote our customers a turnkey cost for the movement of their freight. Our price quote will often depend upon the customer’s time-definite needs (first day through fifth day delivery), special handling needs (heavy equipment, delicate items, environmentally sensitive goods, electronic components, etc.), and the means of transport (motor carrier, air, ocean, or rail). In turn, we assume the responsibility for arranging and paying for the underlying means of transportation.

Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean, and rail services. Our adjusted transportation gross profit (gross transportation revenue less the direct cost of transportation), a non-GAAP financial measure, is the primary indicator of our ability to source, add value and resell services provided by third-parties, and is considered by management to be a key performance measure. In addition, management believes measuring its operating costs as a function of adjusted transportation gross profit provides a useful metric, as our ability to control costs as a function of adjusted transportation gross profit directly impacts operating results.

Our operating results will be affected as acquisitions occur. Since acquisitions are recorded using the acquisition method of accounting for business combinations, our financial statements will only include the results of operations and cash flows of acquired companies for periods subsequent to the date of acquisition.

Adjusted gross profit, a non-GAAP financial measure, is our revenue minus our cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and adjusted gross profit percentage is adjusted gross profit as a percentage of our total revenue. 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 GAAP-based net income will be affected by non-cash charges relating to the amortization of customer related intangible assets and other intangible assets attributable to completed acquisitions. Under applicable accounting standards, purchasers are required to allocate the total consideration in a business combination to the identified assets acquired and liabilities assumed based on their fair values at the time of acquisition. The excess of the consideration paid over the fair value of the identifiable net assets acquired is to be allocated to goodwill, which is tested at least annually for impairment. Applicable accounting standards require that we separately account for and value certain identifiable intangible assets based on the unique facts and circumstances of each acquisition. As a result of our acquisition strategy, our net income will include material non-cash charges relating to the amortization of customer related intangible assets and other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets (e.g., customer relationships). Thus, we believe that earnings before interest, 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.

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 expense, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, ransomware incident related costs, changes in fair value of interest rate swap contracts, restatement costs, transition and lease termination costs, foreign currency transaction gains and losses, extraordinary items, 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. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and also is a frequent point of discussion with its investors as well as the Company’s earnings calls.

Our operating results are also subject to seasonal trends when measured on a quarterly basis. The impact of seasonality on our business will depend on numerous factors, including the markets in which we operate, holiday seasons, consumer demand, and economic conditions. Since our revenue is largely derived from customers whose shipments are dependent upon consumer demand and just-in-time production schedules, the timing of our revenue is often beyond our control. Factors such as shifting demand for retail goods and/or manufacturing production delays could unexpectedly affect the timing of our revenue. As we increase the scale of our operations, seasonal trends in one area of our business may be offset to an extent by opposite trends in another area. We cannot accurately predict the timing of these factors, nor can we accurately estimate the impact of any particular factor, and thus we can give no assurance any historical seasonal patterns will continue in future periods.

Results of Operations

Three months ended December 31, 2023 and 2022 (unaudited)

The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the three months ended December 31, 2023 and 2022:


	Three Months Ended December 31, 2023												Three Months Ended December 31, 2022
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Revenues
Transportation	$	166,121		$	21,780		$	(88	)	$	187,813		$	235,246		$	29,803		$	(58	)	$	264,991
Value-added services		3,397			9,872			—			13,269			2,545			10,583			—			13,128
		169,518			31,652			(88	)		201,082			237,791			40,386			(58	)		278,119
Cost of transportation and other services
Transportation		116,976			16,318			(88	)		133,206			175,561			22,928			(58	)		198,431
Value-added services		1,373			4,506			—			5,879			648			5,012			—			5,660
		118,349			20,824			(88	)		139,085			176,209			27,940			(58	)		204,091
Adjusted gross profit (1)
Transportation		49,145			5,462			—			54,607			59,685			6,875			—			66,560
Value-added services		2,024			5,366			—			7,390			1,897			5,571			—			7,468
	$	51,169		$	10,828		$	—		$	61,997		$	61,582		$	12,446		$	—		$	74,028
Adjusted gross profit percentage
Transportation		29.6	%		25.1	%	N/A				29.1	%		25.4	%		23.1	%	N/A				25.1	%
Value-added services		59.6	%		54.4	%	N/A				55.7	%		74.5	%		52.6	%	N/A				56.9	%

(1)

Adjusted gross profit is revenues net of cost of transportation and other services.

Transportation revenue was $187.8 million and $265.0 million for the three months ended December 31, 2023 and 2022, respectively. The decrease of $77.2 million, or 29.1% is primarily due to significant decreases in international and ocean rates, compounded by lower ocean volumes, and an overall decrease in charter business compared to the prior year period. Adjusted transportation gross profit was $54.6 million and $66.6 million for the three months ended December 31, 2023 and 2022, respectively. Net transportation margins increased from 25.1% to 29.1%, primarily due to a higher mix of domestic shipments, which have higher gross profit margin characteristics than ocean and charter shipments.

Value-added services revenue was $13.3 million and $13.1 million for the three months ended December 31, 2023 and 2022, respectively. Adjusted value-added services gross profit was $7.4 million for the three months ended December 31, 2023, compared to $7.5 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from 56.9% to 55.7%.

The following table provides a reconciliation for the three months ended December 31, 2023 and 2022 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:


(In thousands)	Three Months Ended December 31,
Reconciliation of adjusted gross profit to GAAP gross profit	2023			2022
Revenues	$	201,082		$	278,119
Cost of transportation and other services (exclusive of depreciation and amortization, shown separately below)		(139,085	)		(204,091	)
Depreciation and amortization		(3,205	)		(3,469	)
GAAP gross profit	$	58,792		$	70,559
Depreciation and amortization		3,205			3,469
Adjusted gross profit	$	61,997		$	74,028

GAAP gross margin (GAAP gross profit as a percentage of revenues)		29.2	%		25.4	%
Adjusted gross profit percentage (adjusted gross profit as a percentage of revenues)		30.8	%		26.6	%

The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the three months ended December 31, 2023 and 2022:


	Three Months Ended December 31, 2023												Three Months Ended December 31, 2022
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States (2)			Canada		Corporate/ Eliminations (2)			Total
Adjusted gross profit (1)	$	51,169		$	10,828		$	—		$	61,997		$	61,582		$	12,446	$	—		$	74,028

Operating expenses:
Operating partner commissions		25,818			—			—			25,818			30,512			—		—			30,512
Personnel costs		13,433			4,790			1,537			19,760			14,974			4,379		1,288			20,641
Selling, general and administrative expenses		6,125			2,094			2,376			10,595			4,915			1,886		1,866			8,667
Depreciation and amortization		845			964			2,555			4,364			1,057			811		5,046			6,914
Change in fair value of contingent consideration		—			—			(204	)		(204	)		—			—		150			150

Total operating expenses		46,221			7,848			6,264			60,333			51,458			7,076		8,350			66,884

Income (loss) from operations		4,948			2,980			(6,264	)		1,664			10,124			5,370		(8,350	)		7,144
Other income (expense)		100			(44	)		(201	)		(145	)		(162	)		189		(786	)		(759	)

Income (loss) before income taxes		5,048			2,936			(6,465	)		1,519			9,962			5,559		(9,136	)		6,385
Income tax expense		—			—			(404	)		(404	)		—			—		(1,460	)		(1,460	)

Net income (loss)		5,048			2,936			(6,869	)		1,115			9,962			5,559		(10,596	)		4,925
Less: net income attributable to non- controlling interest		(130	)		—			—			(130	)		(89	)		—		—			(89	)

Net income (loss) attributable to Radiant Logistics, Inc.	$	4,918		$	2,936		$	(6,869	)	$	985		$	9,873		$	5,559	$	(10,596	)	$	4,836


	Three Months Ended December 31, 2023										Three Months Ended December 31, 2022
Operating expenses as a percent of adjusted gross profit (1):	United States			Canada			Corporate/ Eliminations	Total			United States			Canada			Corporate/ Eliminations	Total
Operating partner commissions		50.5	%		0.0	%	N/A		41.6	%		49.5	%		0.0	%	N/A		41.2	%
Personnel costs		26.3	%		44.2	%	N/A		31.9	%		24.3	%		35.2	%	N/A		27.9	%
Selling, general and administrative expenses		12.0	%		19.3	%	N/A		17.1	%		8.0	%		15.2	%	N/A		11.7	%
Depreciation and amortization		1.7	%		8.9	%	N/A		7.0	%		1.7	%		6.5	%	N/A		9.3	%

(1)

Adjusted gross profit is revenues net of cost of transportation and other services.

(2)

Certain amounts in the corporate/eliminations segment have been reclassified from the United States column to conform to the current year presentation.

Operating partner commissions decreased $4.7 million, or 15.4%, to $25.8 million for the three months ended December 31, 2023. The decrease in commissions is primarily due to a reduction of adjusted gross profit generated from our strategic operating partners and the conversion of a strategic operating partner to a company-owned location, who earned commissions in the prior year period. As a percentage of adjusted gross profit, operating partner commissions increased 43 basis points to 41.6% from 41.2% for the three months ended December 31, 2023 and 2022, respectively, as a result of a higher percentage of gross margin generated from strategic operating partners.

Personnel costs decreased $0.8 million, or 4.3%, to $19.8 million for the three months ended December 31, 2023. As a percentage of adjusted gross profit, personnel costs increased 399 basis points to 31.9% from 27.9% for the three months ended December 31, 2023 and 2022, respectively.

Selling, general and administrative (“SG&A”) expenses increased $1.9 million, or 22.2%, to $10.6 million for the three months ended December 31, 2023. The increase is primarily due to increased software costs, facilities costs, and allowance for credit losses. As a percentage of adjusted gross profit, SG&A increased 538 basis points to 17.1% from 11.7% for the three months ended December 31, 2023 and 2022, respectively.

Depreciation and amortization costs decreased $2.5 million, or 36.9%, to $4.4 million for the three months ended December 31, 2023. The decrease is attributable to the accelerated amortization of intangible assets in the prior year resulting from the rebranding of certain trade names. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 230 basis points to 7.0% from 9.3% for the three months ended December 31, 2023 and 2022, respectively.

Our decrease in net income is driven principally by decreased adjusted gross profit, partially offset by decreased operating partner commissions, decreased amortization of intangible assets and income tax expense compared to the comparable prior year period.

Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, gains or losses from changes in fair value of contingent consideration, and changes in fair value of interest rate swap contracts, which are difficult to predict.

The following table provides a reconciliation for the three months ended December 31, 2023 and 2022 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:


	Three Months Ended December 31, 2023												Three Months Ended December 31, 2022
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States (3)			Canada			Corporate/ Eliminations (3)			Total
Net income (loss) attributable to Radiant Logistics, Inc.	$	4,918		$	2,936		$	(6,869	)	$	985		$	9,873		$	5,559		$	(10,596	)	$	4,836

Income tax expense		—			—			404			404			—			—			1,460			1,460
Depreciation and amortization (1)		960			964			2,555			4,479			1,285			811			5,046			7,142
Net interest expense		—			—			(330	)		(330	)		—			—			683			683

EBITDA		5,878			3,900			(4,240	)		5,538			11,158			6,370			(3,407	)		14,121

Share-based compensation		412			79			204			695			315			69			295			679
Change in fair value of contingent consideration		—			—			(204	)		(204	)		—			—			150			150
Acquisition related costs		—			—			252			252			—			—			22			22
Litigation costs		—			—			741			741			—			—			247			247
Transition, lease termination, and other costs		76			—			—			76			30			—			—			30
Change in fair value of interest rate swap contracts		—			—			531			531			—			—			104			104
Restatement costs		—			—			—			—			—			—			854			854
Foreign currency transaction loss (gain)		(84	)		163			—			79			185			(189	)		—			(4	)

Adjusted EBITDA	$	6,282		$	4,142		$	(2,716	)	$	7,708		$	11,688		$	6,250		$	(1,735	)	$	16,203
Adjusted EBITDA as a % of adjusted gross profit (2)		12.3	%		38.3	%	N/A				12.4	%		19.0	%		50.2	%	N/A				21.9	%

(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.

(2)

Adjusted gross profit is revenues net of cost of transportation and other services.

(3)

Certain amounts in the corporate/eliminations segment have been reclassified from the United States column to conform to the current year presentation.

Six months ended December 31, 2023 and 2022 (unaudited)

The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the six months ended December 31, 2023 and 2022:


	Six Months Ended December 31, 2023												Six Months Ended December 31, 2022
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Revenues
Transportation	$	342,945		$	42,963		$	(125	)	$	385,783		$	521,720		$	61,655		$	(255	)	$	583,120
Value-added services		6,851			19,246			—			26,097			6,089			19,881			—			25,970
		349,796			62,209			(125	)		411,880			527,809			81,536			(255	)		609,090
Cost of transportation and other services
Transportation		244,925			32,567			(125	)		277,367			399,871			47,848			(255	)		447,464
Value-added services		2,905			8,785			—			11,690			2,191			8,927			—			11,118
		247,830			41,352			(125	)		289,057			402,062			56,775			(255	)		458,582
Adjusted gross profit (1)
Transportation		98,020			10,396			—			108,416			121,849			13,807			—			135,656
Value-added services		3,946			10,461			—			14,407			3,898			10,954			—			14,852
	$	101,966		$	20,857		$	—		$	122,823		$	125,747		$	24,761		$	—		$	150,508
Adjusted gross profit percentage
Transportation		28.6	%		24.2	%	N/A				28.1	%		23.4	%		22.4	%	N/A				23.3	%
Value-added services		57.6	%		54.4	%	N/A				55.2	%		64.0	%		55.1	%	N/A				57.2	%

(1)

Adjusted gross profit is revenues net of cost of transportation and other services.

Transportation revenue was $385.8 million and $583.1 million for the six months ended December 31, 2023 and 2022, respectively. The decrease of $197.3 million, or 33.8% is primarily due to significant decreases in international and ocean rates, compounded by lower ocean volumes, and an overall decrease in charter business compared to the prior year period. Adjusted transportation gross profit was $108.4 million and $135.7 million for the six months ended December 31, 2023 and 2022, respectively. Net transportation margins increased from 23.3% to 28.1%, primarily due to a higher mix of domestic shipments, which have higher gross profit margin characteristics than ocean and charter shipments.

Value-added services revenue was $26.1 million and $26.0 million for the six months ended December 31, 2023 and 2022, respectively. Adjusted value-added services gross profit was $14.4 million for the six months ended December 31, 2023, compared to $14.9 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from 57.2% to 55.2%.

The following table provides a reconciliation for the six months ended December 31, 2023 and 2022 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:


(In thousands)	Six Months Ended December 31,
Reconciliation of adjusted gross profit to GAAP gross profit	2023			2022
Revenues	$	411,880		$	609,090
Cost of transportation and other services (exclusive of depreciation and amortization, shown separately below)		(289,057	)		(458,582	)
Depreciation and amortization		(6,538	)		(6,816	)
GAAP gross profit	$	116,285		$	143,692
Depreciation and amortization		6,538			6,816
Adjusted gross profit	$	122,823		$	150,508

GAAP gross margin (GAAP gross profit as a percentage of revenues)		28.2	%		23.6	%
Adjusted gross profit percentage (adjusted gross profit as a percentage of revenues)		29.8	%		24.7	%

The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the six months ended December 31, 2023 and 2022:


	Six Months Ended December 31, 2023											Six Months Ended December 31, 2022
(In thousands)	United States			Canada		Corporate/ Eliminations			Total			United States (2)			Canada		Corporate/ Eliminations (2)			Total
Adjusted gross profit (1)	$	101,966		$	20,857	$	—		$	122,823		$	125,747		$	24,761	$	—		$	150,508

Operating expenses:
Operating partner commissions		49,601			—		—			49,601			60,617			—		—			60,617
Personnel costs		26,559			9,745		3,083			39,387			28,983			8,784		2,645			40,412
Selling, general and administrative expenses		11,364			4,280		4,425			20,069			10,118			3,602		3,717			17,437
Depreciation and amortization		1,770			1,920		5,200			8,890			2,114			1,569		10,010			13,693
Change in fair value of contingent consideration		—			—		(450	)		(450	)		—			—		310			310

Total operating expenses		89,294			15,945		12,258			117,497			101,832			13,955		16,682			132,469

Income (loss) from operations		12,672			4,912		(12,258	)		5,326			23,915			10,806		(16,682	)		18,039
Other income (expense)		152			25		(119	)		58			150			350		(878	)		(378	)

Income (loss) before income taxes		12,824			4,937		(12,377	)		5,384			24,065			11,156		(17,560	)		17,661
Income tax expense		—			—		(1,418	)		(1,418	)		—			—		(4,224	)		(4,224	)

Net income (loss)		12,824			4,937		(13,795	)		3,966			24,065			11,156		(21,784	)		13,437
Less: net income attributable to non- controlling interest		(359	)		—		—			(359	)		(168	)		—		—			(168	)

Net income (loss) attributable to Radiant Logistics, Inc.	$	12,465		$	4,937	$	(13,795	)	$	3,607		$	23,897		$	11,156	$	(21,784	)	$	13,269


	Six Months Ended December 31, 2023										Six Months Ended December 31, 2022
Operating expenses as a percent of adjusted gross profit (1):	United States			Canada			Corporate/ Eliminations	Total			United States			Canada			Corporate/ Eliminations	Total
Operating partner commissions		48.6	%		0.0	%	N/A		40.4	%		48.2	%		0.0	%	N/A		40.3	%
Personnel costs		26.0	%		46.7	%	N/A		32.1	%		23.0	%		35.5	%	N/A		26.9	%
Selling, general and administrative expenses		11.1	%		20.5	%	N/A		16.3	%		8.0	%		14.5	%	N/A		11.6	%
Depreciation and amortization		1.7	%		9.2	%	N/A		7.2	%		1.7	%		6.3	%	N/A		9.1	%

(1)

Adjusted gross profit is revenues net of cost of transportation and other services.

(2)

Certain amounts in the corporate/eliminations segment have been reclassified from the United States column to conform to the current year presentation.

Operating partner commissions decreased $11.0 million, or 18.2%, to $49.6 million for the six months ended December 31, 2023. The decrease in commissions is primarily due to a reduction of adjusted gross profit generated from our strategic operating partners. As a percentage of adjusted gross profit, operating partner commissions increased 11 basis points to 40.4% from 40.3% for the six months ended December 31, 2023 and 2022, respectively, as a result of a higher percentage of gross margin generated from strategic operating partners.

Personnel costs decreased $1.0 million, or 2.5%, to $39.4 million for the six months ended December 31, 2023. As a percentage of adjusted gross profit, personnel costs increased 522 basis points to 32.1% from 26.9% for the six months ended December 31, 2023 and 2022, respectively.

SG&A expenses increased $2.7 million, or 15.1%, to $20.1 million for the six months ended December 31, 2023. The increase is primarily due to increased software costs, facilities costs, and allowance for credit losses. As a percentage of adjusted gross profit, SG&A increased 475 basis points to 16.3% from 11.6% for the six months ended December 31, 2023 and 2022, respectively.

Depreciation and amortization costs decreased $4.8 million, or 35.1%, to $8.9 million for the six months ended December 31, 2023. The decrease is attributable to the accelerated amortization of intangible assets in the prior year resulting from the rebranding of certain trade names. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 186 basis points to 7.2% from 9.1% for the six months ended December 31, 2023 and 2022, respectively.

The following table provides a reconciliation for the six months ended December 31, 2023 and 2022 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:


	Six Months Ended December 31, 2023												Six Months Ended December 31, 2022
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States (3)			Canada			Corporate/ Eliminations (3)			Total
Net income (loss) attributable to Radiant Logistics, Inc.	$	12,465		$	4,937		$	(13,795	)	$	3,607		$	23,897		$	11,156		$	(21,784	)	$	13,269

Income tax expense		—			—			1,418			1,418			—			—			4,224			4,224
Depreciation and amortization (1)		1,998			1,920			5,200			9,118			2,342			1,569			10,010			13,921
Net interest expense		—			—			(614	)		(614	)		—			—			1,465			1,465

EBITDA		14,463			6,857			(7,791	)		13,529			26,239			12,725			(6,085	)		32,879

Share-based compensation		795			152			628			1,575			548			129			611			1,288
Change in fair value of contingent consideration		—			—			(450	)		(450	)		—			—			310			310
Acquisition related costs		—			—			321			321			—			—			49			49
Litigation costs		—			—			1,105			1,105			—			—			366			366
Transition, lease termination, and other costs		76			—			—			76			30			—			—			30
Change in fair value of interest rate swap contracts		—			—			733			733			—			—			(587	)		(587	)
Restatement costs		—			—			—			—			—			—			1,007			1,007
Foreign currency transaction loss (gain)		(108	)		92			—			(16	)		(125	)		(346	)		—			(471	)

Adjusted EBITDA	$	15,226		$	7,101		$	(5,454	)	$	16,873		$	26,692		$	12,508		$	(4,329	)	$	34,871
Adjusted EBITDA as a % of adjusted gross profit (2)		14.9	%		34.0	%	N/A				13.7	%		21.2	%		50.5	%	N/A				23.2	%

(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.

(2)

Adjusted gross profit is revenues net of cost of transportation and other services.

(3)

Certain amounts in the corporate/eliminations segment have been reclassified from the United States column to conform to the current year presentation.

Liquidity and Capital Resources

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of December 31, 2023, we have $32.9 million in unrestricted cash on hand to serve as adequate working capital.

Net cash provided by operating activities was $12.1 million and $67.0 million for the six months ended December 31, 2023 and 2022, respectively. The cash provided by operating activities primarily consisted of net income adjusted for depreciation and amortization and changes in accounts receivable, contract assets, accounts payable, income taxes, and payments of contingent consideration. Cash flow from operating activities for the six months ended December 31, 2023 decreased by $54.9 million, compared with the same period in fiscal year 2023, primarily due to decreased net income, amortization of intangible assets, and net changes in accounts receivable, contract assets, and accounts payable.

Net cash used for investing activities was $4.9 million and $6.7 million for the six months ended December 31, 2023 and 2022, respectively. Cash paid for acquisitions were $0.1 million and $3.3 million for the six months ended December 31, 2023 and 2022, respectively. Cash paid for purchases of property, technology, and equipment were $5.0 million and $3.4 million for the six months ended December 31, 2023 and 2022, respectively. Proceeds from sale of property, technology, and equipment were $0.2 million and less than $0.1 million of the six months ended December 31, 2023 and 2022.

Net cash used for financing activities was $6.8 million and $23.7 million for the six months ended December 31, 2023 and 2022, respectively. There were no repayments or borrowings under the Revolving Credit Facility for the six months ended December 31, 2023, compared to net repayments of the Revolving Credit Facility of $15.0 million for the six months ended December 31, 2022. Payments of debt issuance costs were $0.1 million and $0.8 million for the six months ended December 31, 2023 and 2022, respectively. Repayments of notes payable and finance lease liabilities were $2.6 million and $2.5 million for each of the six months ended December 31, 2023 and 2022, respectively. Payments for repurchases of common stock was $3.1 million and $5.0 million for the six months ended December 31, 2023 and 2022, respectively. Payments of contingent consideration was $0.3 million for the six months ended December 31, 2023. Distributions to non-controlling interest were $0.3 million and $0.2 million for the six months ended December 31, 2023 and 2022, respectively. Proceeds from exercise of stock options were less than $0.1 million and $0.2 million for the six months ended December 31, 2023 and 2022, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.4 million and $0.5 million for the six months ended December 31, 2023 and 2022, respectively.

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. Dollars and a $50 million tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75 million accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N. A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”).

The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and the guarantors on a parity basis with the security interest held by Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP described below. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.

As of December 31, 2023, there were no borrowings outstanding on the Revolving Credit Facility.

Senior Secured Loans

In connection with the Company’s acquisition of Radiant Canada, Radiant Canada obtained a CAD$29 million senior secured Canadian term loan from Fiera Private Debt Fund IV LP (“FPD IV” formerly, Integrated Private Debt Fund IV LP) pursuant to a CAD$29,000,000 Credit Facilities Loan Agreement. The Company’s U.S. and Canadian subsidiaries are guarantors of the obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65% per annum. The Company is required to maintain five months interest in a debt service reserve account to be controlled by FPD IV.

In connection with the Company’s acquisition of Lomas, Radiant Canada obtained a CAD$10 million senior secured Canadian term loan from Fiera Private Debt Fund V LP (formerly, Integrated Private Debt Fund V LP) pursuant to a CAD$10,000,000 Credit Facilities Loan Agreement. The Company’s U.S. and Canadian subsidiaries are guarantors of the obligations thereunder. The loan matures on June 1, 2024 and accrues interest at a fixed rate of 6.65% per annum. The loan repayment consists of monthly blended principal and interest payments.

For additional information regarding our indebtedness, see Note 8 to our unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks in the ordinary course of business. These risks are primarily related to foreign exchange risk. We have currency exposure arising from both sales and purchases denominated in foreign currencies, as well as intercompany transactions. Significant changes in exchange rates between foreign currencies in which we transact business and the U.S. dollar may adversely affect our results of operations and financial condition. Historically, we have not entered into any hedging activities, and, to the extent that we continue not to do so in the future, we may be vulnerable to the effects of currency exchange rate fluctuations. A portion of our business is conducted in Canada. If foreign exchange rates were 1.0% higher or lower, our net income for the six months ended December 31, 2023 would have changed by approximately $0.05 million.

We are also subject to risks related to an increase in interest rates. For every $1.0 million outstanding on our Revolving Credit Facility, we will incur approximately $0.05 million of interest expense. For every 1.0% increase in interest rates, our interest expense per $1.0 million in borrowings will increase by approximately $0.01 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of December 31, 2023 was carried out by our management under the supervision and with the participation of our CEO and CFO. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were ineffective as of December 31, 2023 due to the existence of material weaknesses described below.

Material Weakness over Recording and Processing of Revenue Transactions and Remediation Efforts

As of June 30, 2021, we concluded that a material weakness existed in our internal control over financial reporting related to the recording and processing of revenues transactions, including the timing of the Company’s estimated accrual of in-transit revenues and related costs.

In response to this material weakness, the Company has continued making progress with corrective action to address the material weakness and provide reasonable assurance that future errors in revenue transactions would be prevented and/or detected in a timely manner. The Company’s corrective actions include, but are not limited to:

Implementing new controls;

Working with strategic operating partners and Company-owned locations to understand their processes and strengthen the Company’s monitoring controls over their operations;

Identifying and formalizing the critical data elements in our revenue accrual process;

Further refining our accrual process to be more granular and operate to the desired level of precision to detect material misstatements; and

Performing additional review procedures and analysis including testing of unposted shipments and subsequently analyzing posted shipments in an effort to improve the overall accuracy of the revenue accrual.

As of December 31, 2023, remediation is ongoing. As such, we concluded the Company does not have effective internal controls over the recording and processing of revenues. Specifically, the controls as currently designed are not sufficient to prevent or detect a material misstatement in revenues as the design of the controls lacks the level of precision necessary to ensure the completeness and accuracy of revenues. While existing controls have been enhanced, and new controls have been implemented, there is a need for additional enhancements around the design of those controls, including, but not limited to, the formalization of the documentation retained to evidence the performance of these controls. Further testing procedures are also needed to verify their effectiveness over multiple periods of operation. As such, the Company concluded that the material weakness related to the recording and processing of revenue transactions has not been fully remediated. We anticipate fully remediating the material weakness during fiscal year 2024.

Material Weaknesses over Information Technology General Controls (“ITGCs”) and Remediation Efforts

As of June 30, 2023, we concluded that material weaknesses exist surrounding our ITGCs, specifically relating to change management and user access rights.

The material weaknesses related to the ineffective design and operation of ITGCs over the information technology (“IT”) systems supporting the Company’s Transportation Management (“TM”) systems as well as its Enterprise Resource Planning (“ERP”) system. Business process controls (automated and manual) that are dependent on effective IT systems, or that rely on data produced from systems impacted by the ineffective ITGCs, are also deemed ineffective. The Company identified material weaknesses in their internal control over financial reporting associated with (i) not designing and maintaining effective ITGCs over privileged user accounts and developers for its TM systems used to account for revenue and related cost of transportation and its ERP system used in the preparation of the condensed consolidated financial statements and (ii) not designing and maintaining effective controls to timely detect and independently review instances where individuals with access to create and implement systems changes to the TM and ERP systems.

In response to the material weaknesses, the Company removed certain elevated logical access privileges from user accounts and is actively enhancing existing controls that may include the addition of new controls to further strengthen our technology environment. For user access rights, this includes the implementation of additional software specifically designed to control access, which will be deployed before the end of the second quarter in fiscal year 2024. We expect the material weaknesses to be resolved in fiscal year 2024. The Company will need the refined and new controls to operate effectively for a specific period before concluding that the material weaknesses have been resolved.

Changes in Internal Control over Financial Reporting

Except for the remediation activities regarding material weaknesses described above, there have not been any other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds


Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs
October 1 − 31, 2023		446,451	$	5.74		446,451		—
November 1 − 30, 2023		50,601		5.73		50,601		—
December 1 − 31, 2023		—		—		—		5,000,000

Total		497,052	$	5.74		497,052		5,000,000

Item 5. Other Information

(a) None

(b) None

ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit

Number

Description

Filed/Furnished Herewith

Form

Period Ending

Exhibit Number

Filing Date

10.1

First Amendment to Credit Agreement and Consent, dated September 27, 2023, by and among Radiant Logistics, Inc., Radiant Global Logistics, Inc. and Radiant Global Logistics (Canada) Inc., as the Borrowers, the subsidiaries of the Borrowers, and Bank of America, N.A., Bank of Montreal, Keybank National Association, U.S. Bank National Association (successor to MUFG Union Bank, N.A.), the Lenders, Bank of America, N.A. and BMO Capital Markets Corp.

8-K

10.1

10/4/2023

10.2

Employment Agreement between the Company and Jaime Becker dated November 13, 2023

8-K

10.2

12/22/2023

10.3

Separation Agreement and General Release between the Company and John Sobba dated December 22, 2023

8-K

10.1

12/22/2023

31.1

Certification by Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification by Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Inline XBRL Instance

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101.CAL

Inline XBRL Taxonomy Extension Calculation

101.DEF

Inline XBRL Taxonomy Extension Definition

101.LAB

Inline XBRL Taxonomy Extension Label

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Inline XBRL Taxonomy Extension Presentation

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Cover Page Interactive Data (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements 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.

Date: February 8, 2024		/s/ Bohn H. Crain
		Bohn H. Crain
		Chief Executive Officer
		(Principal Executive Officer)

Date: February 8, 2024		/s/ Todd E. Macomber
		Todd E. Macomber
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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Radiant Logistics (RLGT) 10-Q2024 Q2 Quarterly report

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