Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2022 | Mar. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RLGT | |
Entity Registrant Name | RADIANT LOGISTICS, INC. | |
Entity Central Index Key | 0001171155 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,181,256 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Security Exchange Name | NYSEAMER | |
Entity File Number | 001-35392 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3625550 | |
Entity Address, Address Line One | Triton Tower Two | |
Entity Address, Address Line Two | 700 S Renton Village Place, Seventh Floor | |
Entity Address, City or Town | Renton | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98057 | |
City Area Code | 425 | |
Local Phone Number | 462-1094 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 62,020 | $ 24,442 |
Accounts receivable, net of allowance of $2,312 and $2,983, respectively | 137,793 | 186,492 |
Contract assets | 33,858 | 61,154 |
Prepaid expenses and other current assets | 15,399 | 17,256 |
Total current assets | 249,070 | 289,344 |
Property, technology, and equipment, net | 23,663 | 24,823 |
Goodwill | 88,924 | 88,199 |
Intangible assets, net | 41,731 | 48,545 |
Operating lease right-of-use assets | 59,569 | 41,111 |
Deposits and other assets | 6,309 | 4,704 |
Long-term restricted cash | 593 | 625 |
Total other long-term assets | 197,126 | 183,184 |
Total assets | 469,859 | 497,351 |
Current liabilities: | ||
Accounts payable | 107,511 | 137,853 |
Operating partner commissions payable | 20,298 | 18,731 |
Accrued expenses | 9,053 | 11,349 |
Income tax payable | 2,050 | 4,035 |
Current portion of notes payable | 4,495 | 4,575 |
Current portion of operating lease liability | 11,102 | 7,641 |
Current portion of finance lease liability | 536 | 577 |
Current portion of contingent consideration | 3,582 | 2,600 |
Other current liabilities | 296 | 303 |
Total current liabilities | 158,923 | 187,664 |
Notes payable, net of current portion | 49,191 | 66,719 |
Operating lease liability, net of current portion | 53,428 | 37,776 |
Finance lease liability, net of current portion | 953 | 1,223 |
Contingent consideration, net of current portion | 1,745 | 2,930 |
Deferred income taxes | 4,328 | 6,482 |
Total long-term liabilities | 109,645 | 115,130 |
Total liabilities | 268,568 | 302,794 |
Commitments and contingencies (Note 15) | ||
Equity: | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 51,544,304 and 51,265,543 shares issued, and 48,179,832 and 48,740,935 shares outstanding, respectively | 33 | 33 |
Additional paid-in capital | 107,170 | 106,146 |
Treasury stock, at cost, 3,364,472 and 2,524,608 shares, respectively | (21,004) | (16,004) |
Retained earnings | 118,267 | 104,998 |
Accumulated other comprehensive loss | (3,373) | (796) |
Total Radiant Logistics, Inc. stockholders’ equity | 201,093 | 194,377 |
Non-controlling interest | 198 | 180 |
Total equity | 201,291 | 194,557 |
Total liabilities and equity | $ 469,859 | $ 497,351 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 2,312 | $ 2,983 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,544,304 | 51,265,543 |
Common stock, shares outstanding | 48,179,832 | 48,740,935 |
Treasury stock, shares | 3,364,472 | 2,524,608 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 278,119 | $ 335,778 | $ 609,090 | $ 635,176 |
Operating expenses: | ||||
Cost of transportation and other services | 204,091 | 264,640 | 458,582 | 499,320 |
Operating partner commissions | 30,512 | 31,169 | 60,617 | 58,730 |
Personnel costs | 20,641 | 16,659 | 40,412 | 32,312 |
Selling, general and administrative expenses | 8,637 | 8,352 | 17,407 | 15,139 |
Depreciation and amortization | 6,914 | 4,447 | 13,693 | 8,702 |
Transition, lease termination, and other costs | 30 | 0 | 30 | 0 |
Change in fair value of contingent consideration | 150 | 455 | 310 | 455 |
Total operating expenses | 270,975 | 325,722 | 591,051 | 614,658 |
Income from operations | 7,144 | 10,056 | 18,039 | 20,518 |
Other expense | ||||
Interest income | 59 | 4 | 98 | 6 |
Interest expense | (742) | (749) | (1,563) | (1,358) |
Foreign currency transaction gain | 4 | 104 | 471 | 375 |
Change in fair value of interest rate swap contracts | (104) | (378) | 587 | (424) |
Other | 24 | 91 | 29 | 108 |
Total other expense | (759) | (928) | (378) | (1,293) |
Income before income taxes | 6,385 | 9,128 | 17,661 | 19,225 |
Income tax expense | (1,460) | (2,513) | (4,224) | (4,915) |
Net income | 4,925 | 6,615 | 13,437 | 14,310 |
Less: net income attributable to non-controlling interest | (89) | (76) | (168) | (162) |
Net income attributable to Radiant Logistics, Inc. | 4,836 | 6,539 | 13,269 | 14,148 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | 901 | 117 | (2,577) | (922) |
Comprehensive income | $ 5,826 | $ 6,732 | $ 10,860 | $ 13,388 |
Income per share: | ||||
Basic | $ 0.10 | $ 0.13 | $ 0.27 | $ 0.28 |
Diluted | $ 0.10 | $ 0.13 | $ 0.27 | $ 0.28 |
Weighted average common shares outstanding: | ||||
Basic | 48,243,204 | 49,657,547 | 48,494,260 | 49,789,304 |
Diluted | 49,427,420 | 50,775,714 | 49,865,216 | 50,946,096 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Radiant Logistics, Inc. Stockholders' Equity | Non-Controlling Interest |
Balance at Jun. 30, 2021 | $ 161,570 | $ 32 | $ 104,228 | $ (4,658) | $ 60,534 | $ 1,141 | $ 161,277 | $ 293 |
Balance, shares at Jun. 30, 2021 | 49,930,389 | |||||||
Repurchase of common stock | (1,675) | (1,675) | (1,675) | |||||
Repurchase of common stock, Shares | (254,894) | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | (342) | (342) | (342) | |||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 115,616 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | 124 | 124 | 124 | |||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 21,553 | |||||||
Share-based compensation | 350 | 350 | 350 | |||||
Net income | 7,695 | 7,609 | 7,609 | 86 | ||||
Other comprehensive income (loss) | (1,039) | (1,039) | (1,039) | |||||
Balance at Sep. 30, 2021 | 166,683 | $ 32 | 104,360 | (6,333) | 68,143 | 102 | 166,304 | 379 |
Balance, shares at Sep. 30, 2021 | 49,812,664 | |||||||
Balance at Jun. 30, 2021 | 161,570 | $ 32 | 104,228 | (4,658) | 60,534 | 1,141 | 161,277 | 293 |
Balance, shares at Jun. 30, 2021 | 49,930,389 | |||||||
Net income | 14,310 | |||||||
Balance at Dec. 31, 2021 | 169,581 | $ 33 | 105,256 | (10,914) | 74,682 | 219 | 169,276 | 305 |
Balance, shares at Dec. 31, 2021 | 49,398,982 | |||||||
Balance at Sep. 30, 2021 | 166,683 | $ 32 | 104,360 | (6,333) | 68,143 | 102 | 166,304 | 379 |
Balance, shares at Sep. 30, 2021 | 49,812,664 | |||||||
Issuance of common stock to shareholders of acquired business | 244 | 244 | 244 | |||||
Issuance of common stock to shareholders of acquired business, Shares | 40,000 | |||||||
Repurchase of common stock | (4,581) | (4,581) | (4,581) | |||||
Repurchase of common stock, Shares | (615,839) | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | (49) | $ 1 | (50) | (49) | ||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 43,326 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | 280 | 280 | 280 | |||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 118,831 | |||||||
Distribution to non-controlling interest | (150) | (150) | ||||||
Share-based compensation | 422 | 422 | 422 | |||||
Net income | 6,615 | 6,539 | 6,539 | 76 | ||||
Other comprehensive income (loss) | 117 | 117 | 117 | |||||
Balance at Dec. 31, 2021 | 169,581 | $ 33 | 105,256 | (10,914) | 74,682 | 219 | 169,276 | 305 |
Balance, shares at Dec. 31, 2021 | 49,398,982 | |||||||
Balance at Jun. 30, 2022 | 194,557 | $ 33 | 106,146 | (16,004) | 104,998 | (796) | 194,377 | 180 |
Balance, shares at Jun. 30, 2022 | 48,740,935 | |||||||
Repurchase of common stock | (1,340) | (1,340) | (1,340) | |||||
Repurchase of common stock, Shares | (219,517) | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | (442) | (442) | (442) | |||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 152,881 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | 1 | 1 | 1 | |||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 411 | |||||||
Distribution to non-controlling interest | (75) | (75) | ||||||
Share-based compensation | 609 | 609 | 609 | |||||
Net income | 8,512 | 8,433 | 8,433 | 79 | ||||
Other comprehensive income (loss) | (3,478) | (3,478) | (3,478) | |||||
Balance at Sep. 30, 2022 | 198,344 | $ 33 | 106,314 | (17,344) | 113,431 | (4,274) | 198,160 | 184 |
Balance, shares at Sep. 30, 2022 | 48,674,710 | |||||||
Balance at Jun. 30, 2022 | $ 194,557 | $ 33 | 106,146 | (16,004) | 104,998 | (796) | 194,377 | 180 |
Balance, shares at Jun. 30, 2022 | 48,740,935 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 101,274 | |||||||
Net income | $ 13,437 | |||||||
Balance at Dec. 31, 2022 | 201,291 | $ 33 | 107,170 | (21,004) | 118,267 | (3,373) | 201,093 | 198 |
Balance, shares at Dec. 31, 2022 | 48,179,832 | |||||||
Balance at Sep. 30, 2022 | 198,344 | $ 33 | 106,314 | (17,344) | 113,431 | (4,274) | 198,160 | 184 |
Balance, shares at Sep. 30, 2022 | 48,674,710 | |||||||
Repurchase of common stock | (3,660) | (3,660) | (3,660) | |||||
Repurchase of common stock, Shares | (620,347) | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | (15) | (15) | (15) | |||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 24,606 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | 192 | 192 | 192 | |||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 100,863 | |||||||
Distribution to non-controlling interest | (75) | (75) | ||||||
Share-based compensation | 679 | 679 | 679 | |||||
Net income | 4,925 | 4,836 | 4,836 | 89 | ||||
Other comprehensive income (loss) | 901 | 901 | 901 | |||||
Balance at Dec. 31, 2022 | $ 201,291 | $ 33 | $ 107,170 | $ (21,004) | $ 118,267 | $ (3,373) | $ 201,093 | $ 198 |
Balance, shares at Dec. 31, 2022 | 48,179,832 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net income | $ 13,437 | $ 14,310 |
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES | ||
Share-based compensation | 1,288 | 772 |
Amortization of intangible assets | 10,009 | 5,126 |
Depreciation and amortization of property, technology, and equipment | 3,684 | 3,576 |
Deferred income tax benefit | (1,666) | (534) |
Amortization of debt issuance costs | 250 | 253 |
Change in fair value of contingent consideration | 310 | 455 |
Other | (213) | 233 |
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||
Accounts receivable | 47,643 | (25,282) |
Contract assets | 27,207 | (60,416) |
Income tax receivable/payable | (2,034) | (3,381) |
Prepaid expenses, deposits, and other assets | 752 | (17,812) |
Operating lease right-of-use assets | 4,709 | 4,192 |
Accounts payable | (31,041) | 57,860 |
Operating partner commissions payable | 1,567 | 4,832 |
Accrued expenses and other liabilities | (2,436) | 1,481 |
Operating lease liability | (5,420) | (3,940) |
Payment of contingent consideration | (2,500) | (1,377) |
Net cash (used for) provided by operating activities | 65,546 | (19,652) |
INVESTING ACTIVITIES: | ||
Acquisitions, net of cash acquired | (3,250) | (34,548) |
Purchases of property, technology, and equipment | (3,442) | (4,487) |
Proceeds from sale of property, technology, and equipment | 31 | 158 |
Net cash used for investing activities | (6,661) | (38,877) |
FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facility | 67,500 | 80,119 |
Repayments of revolving credit facility | (82,500) | (9,619) |
Payments of debt issuance costs | (820) | 0 |
Repayments of notes payable and finance lease liability | (2,476) | (2,528) |
Proceeds from sale of common stock | 0 | 244 |
Repurchases of common stock | (5,000) | (6,256) |
Payments of contingent consideration | 0 | (1,123) |
Distributions to non-controlling interest | (150) | (150) |
Proceeds from exercise of stock options | 193 | 407 |
Payments of employee tax withholdings related to restricted stock awards and stock options | (457) | (395) |
Net cash provided by (used for) financing activities | (23,710) | 60,699 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 2,371 | 1,316 |
NET INCREASE IN CASH,CASH EQUIVALENTS, AND RESTRICTED CASH | 37,546 | 3,486 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 25,067 | 14,344 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 62,613 | 17,830 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations [Abstract] | ||
Cash and cash equivalents | 62,020 | 17,195 |
Long-term restricted cash | 593 | 635 |
Total cash, cash equivalents, and restricted cash, end of period | 62,613 | 17,830 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid | 8,388 | 9,100 |
Interest paid | $ 1,157 | $ 1,008 |
The Company and Basis of Presen
The Company and Basis of Presentation | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION The Company 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 we support 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. We provide 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 we also refer to as our “strategic operating partners”, that operate exclusively on our behalf, and approximately 25 Company-owned offices. As a third-party logistics company, we have a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in our carrier network. Through its operating locations across North America, the Company offers domestic, and international air and ocean freight forwarding services and freight brokerage services, including truckload services, less than truckload services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. The Company’s primary transportation services involve arranging shipment, 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. We also provide 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 our 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, 2022. 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. Correction of Previously Reported Interim Condensed Consolidated Quarterly Financial Statement The interim consolidated financial statements include corrections to the three and six months ended December 31, 2021 , which were presented in Note 20 to the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2022, in the Company’s fiscal year 2022 Form 10-K filed on February 27, 2023. This revision corrected differences between the estimated accrual amounts and the actual revenues and expenses recorded due primarily to errors in the underlying shipment information used to calculate the original estimates of the accrued amounts. The revision resulted in a decrease to net income attributable to Radiant Logistics, Inc. by $ 409 and a decrease to basic and diluted earnings per share by $ 0.01 from amounts previously reported for the three months ended December 31, 2021 , and an increase to net income attributable to Radiant Logistics, Inc. by $ 121 and no change to basic and diluted earnings per share for the six months period ended December 31, 2021. Previously reported net cash used for operating activities, net cash used for investing activities, and net cash provided by financing activities for the three and six months ended December 31, 2021 were not impacted. The restated consolidated balance sheet line items as of December 31, 2021 are as follows: Originally Reported Adjustment Restated (In thousands) Q2 Q2 Q2 Contract assets $ 73,268 $ 33,579 $ 106,847 Total current assets 284,767 33,579 318,346 Total assets 490,575 33,579 524,154 Accounts payable 136,309 32,675 168,984 Operating partner commissions payable 19,395 502 19,897 Accrued expenses 10,588 20 10,608 Income tax payable 1,411 94 1,505 Total current liabilities 184,013 33,291 217,304 Total liabilities 321,282 33,291 354,573 Retained earnings 74,394 288 74,682 Total equity 169,293 288 169,581 The restated line items of the consolidated statements for comprehensive income for the three months ended December 31, 2021 are as follows: Originally Reported Adjustment Restated (In thousands, except per share data) Q2 Q2 Q2 Revenues $ 332,768 $ 3,010 $ 335,778 Cost of transportation and other services 261,179 3,461 264,640 Operating partner commissions 31,049 120 31,169 Personnel costs 16,688 ( 29 ) 16,659 Income from operations 10,598 ( 542 ) 10,056 Income tax expense ( 2,646 ) 133 ( 2,513 ) Net income 7,024 ( 409 ) 6,615 Net income attributable to Radiant Logistics, Inc. 6,948 ( 409 ) 6,539 Income per share: Basic $ 0.14 $ ( 0.01 ) $ 0.13 Diluted $ 0.14 $ ( 0.01 ) $ 0.13 The restated line items of the consolidated statements of comprehensive income for the six months ended December 31, 2021 are as follows: Originally Reported Adjustment Restated Six Months Ended Six Months Ended Six Months Ended (In thousands, except per share data) December 31, 2021 December 31, 2021 December 31, 2021 Revenues $ 618,884 $ 16,292 $ 635,176 Cost of transportation and other services 482,411 16,909 499,320 Operating partner commissions 59,514 ( 784 ) 58,730 Personnel costs 32,304 8 32,312 Income from operations 20,355 163 20,518 Income tax expense ( 4,874 ) ( 41 ) ( 4,915 ) Net Income 14,189 121 14,310 Net income attributable to Radiant Logistics, Inc. 14,027 121 14,148 Income per share: Basic $ 0.28 $ — $ 0.28 Diluted $ 0.28 $ — $ 0.28 The restated line items of the consolidated cash flow statements for the six months ended December 31, 2021 are as follows: Originally Reported Adjustment Restated (In thousands) Six Months Ended Six Months Ended Six Months Ended OPERATING ACTIVITIES: Net income $ 14,189 $ 121 $ 14,310 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH (USED FOR) OPERATING ACTIVITIES CHANGES IN OPERATING ASSETS AND LIABILITIES: Contract assets ( 44,123 ) ( 16,293 ) ( 60,416 ) Income tax receivable/payable ( 3,421 ) 40 ( 3,381 ) Accounts payable 40,952 16,908 57,860 Operating partner commissions payable 5,616 ( 784 ) 4,832 Accrued expenses, other liabilities, and operating lease liability ( 2,467 ) 8 ( 2,459 ) Net cash (used for) operating activities ( 19,652 ) — ( 19,652 ) |
Recent Accounting Guidance
Recent Accounting Guidance | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recent Accounting Guidance | NOTE 2 – RECENT ACCOUNTING GUIDANCE Recent Accounting Guidance Not Yet Adopted 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 subsequent amendments to the initial guidance: ASU 2018-19, 2019-04, 2019-05, 2020-03, and 2022-02 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 is effective for the Company in the first quarter of fiscal year 2024. The Company is currently evaluating the impact of the standard on its consolidated financial statements and disclosures. Recently Adopted Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) and subsequent amendments to the initial guidance: ASU 2021-01, and ASU 2022-06, which provides temporary optional expedients and exceptions to the current guidance on contract modifications to ease the financial reporting burdens related to the expected market transition from London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The amendments are effective as of March 12, 2020 and apply to contract modifications made before December 31, 2024. The Company adopted Topic 848 on July 1, 2022 . The adoption of Topic 848 had no impact on the Company’s financial statements or related disclosures. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – 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 single variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 40 % owned by Radiant Global Logistics, Inc. (“RGL”) and 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. b) Use of Estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results reported in future periods may be based upon amounts that could differ from these estimates due to the inherent uncertainty involved in making estimates and risks and uncertainties . c) Cash, Cash Equivalents, and Restricted Cash The Company maintains its cash in bank deposit accounts that, at times, may 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. Restricted cash includes five months interest in a debt service reserve account for a senior secured Canadian term loan, which will mature on April 1, 2024. The Company combines both unrestricted and restricted cash along with the cash balance for presentation in the Condensed Consolidated Statement of Cash Flows. d) Accounts Receivable The Company’s receivables are recorded when billed and represent amounts owed by third-party customers, as well as amounts owed by strategic operating partners. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records an allowance for doubtful accounts to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The allowance for doubtful accounts is determined from the analysis of the aging of the accounts receivable, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently owned strategic operating partner locations operating under various Company brands. Each strategic operating partner is responsible for some or all of the collection of the accounts related to the underlying customers being serviced by such strategic operating partner. To facilitate this arrangement, based on contractual agreements, certain strategic operating partners are required to maintain a bad debt reserve in the form of a security deposit with the Company. The Company charges each strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. However, the bad debt reserve account may carry a deficit balance when amounts charged to this reserve account exceed amounts otherwise available. In these circumstances, a deficit bad debt reserve account is recognized as a receivable in the Company’s condensed consolidated financial statements. Some strategic operating partners are not required to establish a bad debt reserve; however, they are still responsible to make up for any deficits and the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve accounts. The Company expects to replenish these funds through the future business operations of these strategic operating partners or as their customers satisfy the amounts payable to the Company. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amounts and generally would reserve for them. e) 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 or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. f) Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. 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. Based on the most recent annual impairment test and further review by management, the Company concluded that there was no impairment. 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 macro-economic conditions, industry and market conditions, cost factors, relevant 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 value. 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. As of December 31, 2022 , management believes there are no indications of impairment. g) Long-Lived Assets Long-lived assets, such as property, technology, and equipment and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. 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. No impairment losses of long-lived assets were recorded during the six months ended December 31, 2022 and 2021. Intangible assets consist of customer related intangible assets, trade names and trademarks, 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 , non-compete agreements are amortized using the straight-line method over periods of up to five years , and developed technology is amortized using the straight-line method over five years . h) Business Combinations The Company accounts for business acquisitions using the acquisition method as required by FASB ASC Topic 805, Business Combinations. 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 objectives and financial results by acquired companies using Level 3 inputs and the amounts are then 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. Amounts are generally due annually on November 1 st and 90 days following the quarter of the final earn-out period of each respective acquisition. 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. i) Revenue Recognition The Company’s revenues are primarily from transportation services, which include providing for the arrangement of freight, both domestically and internationally, through modes of transportations, 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 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 these promises aren’t distinct in the context of the contract. 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 in transit based upon the actual departure date and the delivery date, if available, or estimated pick-up date based on the actual delivery date and estimated average transit period by mode. Determination of the transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing 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 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 fulfilment 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 they are performed. 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 on a standalone basis 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 also captures revenue through fees related to the use of its technology platform. The technology-related revenue includes platform fees, operational fees, and purchase order management fees. 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. A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition for the three and six months ended December 31, 2022 and 2021 are as follows: Three Months Ended December 31, 2022 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 233,432 $ 29,803 $ ( 58 ) $ 263,177 Value-added services (1) 4,359 10,583 — 14,942 Total $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Timing of revenue recognition: Services transferred over time $ 235,855 $ 40,386 $ ( 58 ) $ 276,183 Services transferred at a point in time 1,936 — — 1,936 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 $ 517,914 $ 61,655 $ ( 255 ) $ 579,314 Value-added services (1) 9,895 19,881 — 29,776 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Timing of revenue recognition: Services transferred over time $ 522,187 $ 81,536 $ ( 255 ) $ 603,468 Services transferred at a point in time 5,622 — — 5,622 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Three Months Ended December 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total (as restated) (as restated) Major service lines: Transportation services $ 295,194 $ 31,430 $ ( 963 ) $ 325,661 Value-added services (1) 2,507 7,610 — 10,117 Total $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Timing of revenue recognition: Services transferred over time $ 296,863 $ 39,040 $ ( 963 ) $ 334,940 Services transferred at a point in time 838 — — 838 Total $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Six Months Ended December 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total (as restated) (as restated) Major service lines: Transportation services $ 556,118 $ 60,763 $ ( 981 ) $ 615,900 Value-added services (1) 5,220 14,056 — 19,276 Total $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 Timing of revenue recognition: Services transferred over time $ 559,625 $ 74,819 $ ( 981 ) $ 633,463 Services transferred at a point in time 1,713 — — 1,713 Total $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 (1) Value-added services include MM&D, CHB, technology platform fees, and other services. Practical Expedients 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 contracts with its transportation customers have an expected duration of one year or less. For the performance obligation to transfer MM&D services in contracts with customers, 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 Company also applies the practical expedient that permits the recognition of employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. These costs are included 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 the services provided while a shipment is still in-transit, for which it has not yet completed the performance obligation, where the customer has not yet been invoiced and unbilled amounts for which the Company has the right to consideration for services on completed shipments. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable. Operating Partner 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 estimates and accrues the strategic operating partner’s commission obligation ratably as the goods are transferred to the customer. j) Defined Contribution Savings Plans The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $ 399 and $ 863 for the three and six months ended December 31, 2022, respectively, and $ 328 and $ 684 for the three and six months ended December 31, 2021, respectively . k) 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. l) Share-Based Compensation The Company grants restricted stock awards, restricted stock units, performance unit awards, and stock options to certain directors, officers, and employees. The share-based compensation cost is measured at the grant date based on the fair value of the award and is expensed ratably over the vesting period. The fair value of each restricted stock and performance unit awards is the market price 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 share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy option exercises and vesting of awards granted under its stock plans. Share-based compensation expense is reflected in the condensed consolidated statements of comprehensive income as part of personnel costs. m) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding. 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 if the potential common shares, such as restricted stock awards and stock options, had been issued and were considered dilutive. n) Foreign Currency Translation 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 income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive income (loss). Gains and losses on transactions of monetary items denominated in a foreign currency are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. o) 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 liability; and operating lease liability, net of current portion in our condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our 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. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We perform an impairment analysis on ROU assets as of April 1 of each year or more frequently if facts or circumstances indicate, and as of December 31, 2022 , there was no impairment to ROU assets. The Company’s agreements with lease and non-lease components, are all each accounted for as a single lease component. For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU 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, 2022 and 2021 are immaterial. Certain leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. We exclude variable payments from lease ROU assets and lease liabilities, to the extent not considered fixed, and instead expense as incurred. Variable lease costs for the three and six months ended December 31, 2022 and 2021 are immaterial. p) 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, 2022 , the Company does no t have any derivatives designated as hedges. For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. q) Treasury Stock Treasury stock is reflected as a reduction of stockholders’ equity at cost. As of December 31, 2022 , there have been no reissuances of treasury stock. r) Reclassifications of Previously Issued Financial Statements Certain amounts for prior periods have been reclassified in the consolidated financial statements to conform to the current year presentation. There has been no impact on previously reported net income or shareholders’ equity from such reclassifications. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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) 2022 2021 2022 2021 (as restated) (as restated) Numerator: Net income attributable to Radiant Logistics, Inc. $ 4,836 $ 6,539 $ 13,269 $ 14,148 Denominator: Weighted average common shares outstanding, basic 48,243,204 49,657,547 48,494,260 49,789,304 Dilutive effect of share-based awards 1,184,216 1,118,167 1,370,956 1,156,792 Weighted average common shares outstanding, diluted 49,427,420 50,775,714 49,865,216 50,946,096 Potentially dilutive common shares excluded 110,000 100,000 105,000 117,392 |
Leases
Leases | 6 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | NOTE 5 – LEASES The Company has operating and finance leases for office space, warehouse space, trailers, and other equipment. Lease terms expire at various dates through May 2032 with options to renew for varying terms at the Company’s sole discretion. The Company has not included these options to extend or terminate in its calculation of right-of-use assets or lease liabilities as it is not reasonably certain to exercise these options. We have lease commitments that have been executed, but have not yet commenced. The total undiscounted future lease payments of these commitments is $ 26,224 and are excluded from the tables below. The components of lease expense were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Operating: Operating lease cost $ 3,610 $ 2,486 $ 6,623 $ 4,811 Financing: Amortization of leased assets 180 158 333 312 Interest on lease liabilities 18 27 37 55 Total finance lease cost $ 198 $ 185 $ 370 $ 367 Supplemental cash flow information related to leases was as follows: Six Months Ended December 31, (In thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows arising from operating leases $ 5,420 $ 3,940 Operating cash flows arising from finance leases 37 55 Financing cash flows arising from finance leases 294 369 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 24,275 $ 1,694 Supplemental balance sheet information related to leases was as follows: December 31, June 30, (In thousands) 2022 2022 Operating lease: Operating lease right-of-use assets $ 59,569 $ 41,111 Current portion of operating lease liability 11,102 7,641 Operating lease liability, net of current portion 53,428 37,776 Total operating lease liabilities $ 64,530 $ 45,417 Finance lease: Property, technology, and equipment, net $ 1,698 $ 2,039 Current portion of finance lease liability 536 577 Finance lease liability, net of current portion 953 1,223 Total finance lease liabilities $ 1,489 $ 1,800 Weighted average remaining lease term: Operating leases 6.3 years 5.5 years Finance leases 2.8 years 3.4 years Weighted average discount rate: Operating leases 4.99 % 4.33 % Finance leases 4.46 % 4.54 % As of December 31, 2022, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) Operating Finance 2023 (remaining) 6,820 300 2024 13,814 568 2025 13,338 539 2026 11,626 176 2027 10,119 — Thereafter 21,243 — Total lease payments 76,960 1,583 Less imputed interest ( 12,430 ) ( 94 ) Total lease liability $ 64,530 $ 1,489 |
Property, Technology, and Equip
Property, Technology, and Equipment | 6 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Technology, and Equipment | NOTE 6 – PROPERTY, TECHNOLOGY, AND EQUIPMENT December 31, June 30, (In thousands) Useful Life 2022 2022 Computer software 3 - 5 years $ 26,766 $ 26,324 Trailers and related equipment 3 - 15 years 6,609 6,639 Office and warehouse equipment 3 - 15 years 11,462 10,307 Leasehold improvements (1) 7,766 7,588 Computer equipment 3 - 5 years 4,632 4,272 Furniture and fixtures 3 - 15 years 1,522 1,514 Property, technology, and equipment 58,757 56,644 Less: accumulated depreciation and amortization ( 35,094 ) ( 31,821 ) Property, technology, and equipment, net $ 23,663 $ 24,823 (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 $ 1,868 and $ 3,684 for the three and six months ended December 31, 2022, respectively, and $ 1,844 and $ 3,576 for the three and six months ended December 31, 2021, respectively. Computer software includes approximately $ 1,390 and $ 1,032 of software in development as of December 31, 2022 and June 30, 2022 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS Goodwill The table below reflects the changes in the carrying amount of goodwill for the six months ended December 31, 2022: (In thousands) Total Balance as of June 30, 2022 $ 88,199 Acquisition 1,766 Foreign currency translation loss ( 1,041 ) Balance as of December 31, 2022 $ 88,924 We considered uncertainties as part of our determination as to whether any triggering events occurred during the three months ended December 31, 2022 , which would indicate an impairment of goodwill is more-likely-than-not. Based on our assessment, there were no triggering events identified that would have an adverse impact on our business; and therefore, no impairment was identified for our goodwill as of December 31, 2022. The evaluation of impairment of goodwill requires the use of estimates about future operating results. Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations and financial condition. The estimates of expected future cash flows require significant judgment and are based on assumptions we determined to be reasonable; however, they are unpredictable and inherently uncertain, including, estimates of future growth rates, operating margins and assumptions about the overall economic climate as well as the competitive environment within which we operate. There can be no assurance that our estimates and assumptions made for purposes of our impairment assessments as of the time of evaluation will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments, or anticipated growth rates are not correct, we may be required to record non-cash impairment charges in future periods, whether in connection with our normal review procedures periodically, or earlier, if an indicator of an impairment is present prior to such evaluation. Intangible Assets The Company is in the process of rebranding certain trade names. We will rebrand certain trade names in connection with the Company’s long-term growth strategy and make it more consistent across our business and better serve our customers. We will gradually phase out certain trade names and will predominantly use Radiant to refer to the Company. The rebranding has resulted in the reduction of the related useful lives of certain trade names and accelerated amortization expenses starting from June 2022 to December 2022. Intangible assets consisted of the following as of December 31, 2022 and June 30, 2022, respectively: December 31, 2022 (In thousands) Weighted Gross Accumulated Net Customer related 7.4 years $ 117,098 $ ( 82,224 ) $ 34,874 Trade names and trademarks 8.1 years 15,432 ( 12,331 ) 3,101 Licenses 4.3 years 768 ( 441 ) 327 Developed technology (1) 3.9 years 4,091 ( 886 ) 3,205 Covenants not to compete 2.1 years 1,433 ( 1,209 ) 224 $ 138,822 $ ( 97,091 ) $ 41,731 June 30, 2022 (In thousands) Weighted Gross Accumulated Net Customer related 7.2 years $ 114,974 $ ( 78,736 ) $ 36,238 Trade names and trademarks 3.8 years 15,700 ( 7,670 ) 8,030 Licenses 4.8 years 808 ( 424 ) 384 Developed technology (1) 4.4 years 4,091 ( 477 ) 3,614 Covenants not to compete 2.6 years 1,433 ( 1,154 ) 279 $ 137,006 $ ( 88,461 ) $ 48,545 (1) Developed technology was acquired as one of the assets obtained in the acquisition of Navegate, Inc., which is described in Note 17. Total amortization expense amounted to $ 5,046 and $ 10,009 for the three and six months ended December 31, 2022, respectively, and $ 2,603 and $ 5,126 for the three and six months ended December 31, 2021, respectively. Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2023 (remaining) $ 5,283 2024 10,200 2025 8,210 2026 3,425 2027 2,852 |
Notes Payable
Notes Payable | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE Notes payable consist of the following: December 31, June 30, (In thousands) 2022 2022 Revolving Credit Facility $ 47,525 $ 62,525 Senior Secured Loans 6,322 8,902 Unamortized debt issuance costs ( 161 ) ( 133 ) Total notes payable 53,686 71,294 Less: current portion ( 4,495 ) ( 4,575 ) Total notes payable, net of current portion $ 49,191 $ 66,719 Future maturities of notes payable for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2023 (remaining) $ 2,210 2024 4,112 2025 — 2026 — 2027 — Thereafter 47,525 Total $ 53,847 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. The Credit Facility includes a $ 75,000 accordion feature to support future acquisition opportunities. The 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, MFUG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”). This replaces the $ 150,000 Revolving Credit Facility dated March 13, 2020. The 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 named below 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 under the Credit Facility accrue interest (at the Company’s option), at a) the Lenders’ base rate plus 0.75 % and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at the Lenders’ base rate plus 0.50 % to 1.50 %; b) Term SOFR plus 1.65 % and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at Term SOFR plus 1.40 % to 2.40 %; and c) Term SOFR Daily Floating Rate plus 1.65 % and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at Term SOFR Daily Floating Rate plus 1.40 % to 2.40 %. The Company’s U.S. and Canadian subsidiaries are guarantors of the Credit Facility. As of December 31, 2022, the interest rate was 5.99 % . For general borrowings under the 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 Credit Facility to pursue acquisitions or repurchase its common stock. Senior Secured Loans In connection with the Company’s acquisition of Radiant Canada (formerly, Wheels International Inc.), 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 and its U.S. and Canadian subsidiaries are guarantors of the Radiant Canada 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, 2022, the amount of $ 593 is recorded as long-term restricted cash 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, 2022, $ 4,400 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 and its U.S. and Canadian subsidiaries are guarantors of the Radiant Canada 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, 2022, $ 1,922 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, 2022, the Company was in compliance with all of its covenants. The restatement described in Explanatory Note has no impact on the Company’s compliance with debt covenant ratios. Although the restatement delayed the process of providing audited financial statements for the fiscal year ended June 30, 2022 and unaudited financial statements for the three and six months ended December 31, 2022 to the lender, a waiver was received to extend the period within which financial statements may be submitted to the lender. |
Derivatives
Derivatives | 6 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 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, Radiant 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, Radiant 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 an interest rate swap for the management of interest rate risk exposure, as the interest rate swap effectively converts a portion of the Company’s Revolving Credit Facility from a floating to a fixed rate. The interest rate swap is an agreement 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 contract and the prevailing market interest rates. The Company may terminate the swap contract prior to its expiration date, 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. As of December 31, 2022 , the derivative instruments had a total notional amount of $ 30,000 and a fair value of $ 2,432 recorded in deposits and other assets in the condensed consolidated balance sheets. As of June 30, 2022 , the derivative instruments had a total notional amount of $ 30,000 and a fair value of $ 1,846 recognized in deposits and other assets on the condensed consolidated balance sheets. Both interest rate swap contracts are not designated as hedges; gains and losses from changes in fair value are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. See Note 12 for discussion of fair value of the derivative instruments. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 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 at December 31, 2022 or June 30, 2022. Common Stock 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 program, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The program does not obligate the Company to repurchase any specific number of shares and could be suspended or terminated at any time without prior notice. Under this repurchase program, the Company purchased 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, 2022 . The Company purchased 870,733 shares of its common stock at an average cost of $ 7.18 per share for an aggregate cost of $ 6,256 during the six months ended December 31, 2021 . |
Variable Interest Entity and Re
Variable Interest Entity and Related Party Transactions | 6 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entity and Related Party Transactions | NOTE 11 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS RLP is owned 40 % by RGL 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 $ 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. RLP recorded $ 127 and $ 271 in net income, of which RCP’s distributable share was $ 76 and $ 162 for the three and six months ended December 31, 2021, 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. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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: (In thousands) Fair Value Measurements as of December 31, 2022 Level 3 Total Contingent consideration $ ( 5,327 ) $ ( 5,327 ) Interest rate swap contracts (derivatives) 2,432 2,432 Fair Value Measurements as of June 30, 2022 Level 3 Total Contingent consideration $ ( 5,530 ) $ ( 5,530 ) Interest rate swap contracts (derivatives) 1,846 1,846 The following table provides a reconciliation of the financial assets (liabilities) measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Interest Rate Swap Contracts Balance as of June 30, 2021 $ ( 7,263 ) $ 6 Contingent consideration paid 2,500 — Change in fair value ( 767 ) 1,840 Balance as of June 30, 2022 $ ( 5,530 ) $ 1,846 Increase related to acquisition ( 1,987 ) — Contingent consideration paid 2,500 — Change in fair value ( 310 ) 586 Balance as of December 31, 2022 $ ( 5,327 ) $ 2,432 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 periods. 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 net increase 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 2024, 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 DCA contingent consideration $ ( 3,340 ) Discounted cash flows Actual and projected EBITDA over the three-year earn-out period ending January 2023 > $ 15,200 Risk adjusted discount rate 12.0 % Cascade contingent consideration $ ( 1,987 ) Discounted cash flows Projected gross margin over the two-year earn-out period ending September 2024 >$ 9,800 Risk adjusted discount rate 16.9 % As discussed in Note 9, derivative instruments are carried at fair value on the condensed consolidated balance sheets. Interest rate swap contracts are included in deposits and other assets on December 31, 2022 and on June 30, 2022. Fair Value of Financial Instruments The carrying values 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 value 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES For the three and six months ended December 31, 2022 and 2021, respectively, the Company’s income tax expense is composed of the following: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 (as restated) (as restated) Current income tax expense $ 2,628 $ 2,840 $ 5,890 $ 5,449 Deferred income tax benefit ( 1,168 ) ( 327 ) ( 1,666 ) ( 534 ) Income tax expense $ 1,460 $ 2,513 $ 4,224 $ 4,915 The Company’s effective tax rates prior to discrete items for the three and six months ended December 31, 2022 and 2021 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, 2022 results in an effective tax rate of 24.38 %, 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, 2022 and is not a component of the Company’s annualized forecasted effective tax rate for the fiscal year ending June 30, 2023 . The actual income tax through the six months ended December 31, 2021 was 25.42 %, which was higher than the U.S. federal statutory rate due to earnings in foreign operations and state taxes and reduced by share-based compensation benefits. The Company does not have any uncertain tax positions. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 14 – SHARE-BASED COMPENSATION On November 17, 2021, the Company’s stockholders, upon recommendation of the Board of the Company, approved the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “2021 plan”) at the 2021 annual meeting of stockholders. The Board previously approved the 2021 Plan, subject to approval by the Company’s stockholders, on September 27, 2021. 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, we have no other equity compensation plans under which equity awards can be granted. The 2021 Plan will permit the Company’s Audit and Executive Oversight Committee to grant to eligible employees, non-employee directors and consultants of the Company non-statutory and incentive stock options, stock appreciation rights (also known as SARs), restricted stock awards, restricted stock units (also known as RSUs), deferred stock units (also known as DSUs), performance awards, non-employee director awards, other cash-based awards and other share-based awards. Subject to adjustment, the maximum number of shares of our common stock to be authorized for issuance under the 2021 Plan is 3,250,000 shares, plus (i) shares of our common stock remaining available for issuance under the 2012 Plan as of the date of stockholder approval of the 2021 Plan, but not subject to outstanding awards as of such date, plus (ii) the number of additional shares of our common stock subject to awards outstanding under the 2012 Plan as of the date of stockholder approval of the 2021 Plan that are subsequently forfeited, cancelled, expire or otherwise terminate without the issuance of such shares of our common stock after such date (which may otherwise be returned and available for grant under the term of the 2012 Plan and 2021 Plan). Restricted Stock Awards The Company recognized share-based compensation expense related to restricted stock awards of $ 661 and $ 1,252 for the three and six months ended December 31, 2022, respectively and $ 410 and $ 737 for the three and six months ended December 31, 2021, respectively. As of December 31, 2022, the Company had approximately $ 4,298 of total unrecognized share-based compensation cost for restricted stock awards. Such costs are expected to be recognized over a weighted average period of approximately 2.01 years. The following table summarizes restricted stock award activity under the plans: Number of Weighted Average Unvested balance as of June 30, 2022 962,998 $ 6.17 Vested ( 246,229 ) 5.56 Granted 333,803 6.90 Forfeited ( 6,143 ) 5.88 Unvested balance as of December 31, 2022 1,044,429 $ 6.55 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, 2022, respectively, and $ 12 and $ 35 for the three and six months ended December 31, 2021, respectively. The aggregate intrinsic value of options exercised was $ 327 and $ 330 for the three and six months ended December 31, 2022, respectively and $ 568 and $ 583 for the three and six months ended December 31, 2021, respectively. As of December 31, 2022, the Company had approximately $ 244 of total unrecognized share-based compensation cost for stock options. Such costs are expected to be recognized over a weighted average period of approximately 3.42 years. The following table summarizes stock option activity under the plans: Number of Weighted Weighted Aggregate Outstanding as of June 30, 2022 1,105,084 $ 4.06 2.30 $ 3,719 Exercised ( 101,274 ) 1.91 — 330 Outstanding as of December 31, 2022 1,003,810 $ 4.27 2.79 $ 1,079 Exercisable as of December 31, 2022 923,810 $ 4.00 2.30 $ 1,079 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company records accruals for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. Legal expenses are expensed as incurred. There were no potentially material legal proceedings as of December 31, 2022. On December 8, 2021, the Company detected a ransomware incident impacting certain of the Company’s operational and information technology systems. While the Company’s systems recovery efforts are complete, and the Company’s operations are fully functional, the incident did result in a loss of revenue as well as certain incremental costs. In addition, following an extensive forensic investigation by a full team of cybersecurity experts, the Company confirmed that some data extraction related to the Company’s customers and employees occurred from the Company’s servers before the Company took its systems offline. We notified law enforcement, provided notice to customers apprising them of the situation and are providing any notices that may be required by applicable law related to potential Personal Identifiable Information (PII data) exposure. Although the Company acted promptly and as efficiently as possible any failure of the Company to comply with data privacy or other laws and regulations related to this event could result in claims, legal or regulatory proceedings, inquiries, or investigations. See Note 18 regarding the ransomware incident. 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 objectives and financial results are achieved in future periods. Earn-out payments are generally due annually on November 1 st and 90 days following the quarter of the final earn-out period for each respective acquisition. The following table represents the estimated discounted earn-out payments to be paid in each of the following fiscal years: 2023 2024 2025 Total Earn-out payments: Cash $ 342 $ 3,880 $ 1,105 $ 5,327 Total estimated earn-out payments $ 342 $ 3,880 $ 1,105 $ 5,327 |
Operating and Geographic Segmen
Operating and Geographic Segment Information | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Operating and Geographic Segment Information | 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, 2022 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Income (loss) from operations 8,264 5,370 ( 6,490 ) 7,144 Other income (expense) ( 162 ) 189 ( 786 ) ( 759 ) Income (loss) before income taxes 8,102 5,559 ( 7,276 ) 6,385 Depreciation and amortization 1,611 811 4,492 6,914 Total assets 358,179 111,680 — 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 Three Months Ended December 31, 2021 United States Canada Corporate/ Total (In thousands) (as restated) (as restated) Revenues $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Income (loss) from operations 10,338 3,844 ( 4,126 ) 10,056 Other income (expense) 122 73 ( 1,123 ) ( 928 ) Income (loss) before income taxes 10,460 3,917 ( 5,249 ) 9,128 Depreciation and amortization 1,095 893 2,459 4,447 Total assets 437,674 86,480 — 524,154 Property, technology, and equipment, net 12,933 13,212 — 26,145 Goodwill 64,561 21,364 — 85,925 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 from operations 20,291 10,806 ( 13,058 ) 18,039 Other income (expense) 150 350 ( 878 ) ( 378 ) Income before income taxes 20,441 11,156 ( 13,936 ) 17,661 Depreciation and amortization 3,137 1,569 8,987 13,693 Total assets 358,179 111,680 — 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, 2021 United States Canada Corporate/ Total (In thousands) (as restated) (as restated) Revenues $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 Income from operations 22,057 7,254 ( 8,793 ) 20,518 Other income (expense) 321 162 ( 1,776 ) ( 1,293 ) Income before income taxes 22,378 7,416 ( 10,569 ) 19,225 Depreciation and amortization 2,030 1,691 4,981 8,702 Total assets 437,674 86,480 — 524,154 Property, technology, and equipment, net 12,933 13,212 — 26,145 Goodwill 64,561 21,364 — 85,925 |
Business Combination
Business Combination | 6 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 17 – BUSINESS COMBINATION Fiscal Year 2023 Acquisition On October 1, 2022 , the Company, through its wholly-owned subsidiary, acquired the assets and operations of its of Cascade Enterprises of Minnesota, Inc. (“Cascade”) a Minneapolis, Minnesota based, privately held company that has operated as a strategic operating partner under the Company’s Airgroup brand since 2007. Cascade will continue to operate under the Airgroup brand through the remainder of 2022 and is expected to transition to the Radiant brand in early 2023 as Cascade is combined with existing Company-owned operations in Minneapolis and will be able to leverage the Company’s GTM platform to strengthen our purchase order and vendor management service offering. As consideration for the acquisition, the Company paid $ 3,250 in cash upon closing, and the seller is entitled to additional contingent consideration payable in subsequent periods based on future performance of the acquired operation. The following table summarizes the fair value of the consideration transferred for the acquisition and the preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date: (In thousands) Preliminary Purchase Price Allocation Cash $ 3,250 Contingent consideration 1,987 Deposits and other assets 3 Operating lease right-of-use asset 34 Intangible assets 3,468 Operating lease liability ( 34 ) Total identifiable net assets 3,471 Goodwill 1,766 $ 5,237 The fair values of the intangible assets were estimated by the Company with the assistance of valuation specialists. The fair value was estimated using a discounted cash flow approach with Level 3 inputs. Under this method, an intangible asset’s fair value 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 calculate fair value, the Company used 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 reflect market participant assumptions. The goodwill is recorded in the U.S. operating segment and is expected to be deductible for income tax purposes over a period of ten years . Intangible assets acquired and their respective useful lives are estimated as follows: (In thousands) Preliminary Purchase Price Allocation Useful Life Customer related $ 3,468 10 years 3,468 The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations. The estimates and assumptions are subject to change as additional information is obtained for the estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of the preliminary estimates not yet finalized relate to identifiable intangible assets. After management’s review of post-acquisition integration, it was determined that the leased facility had no future economic benefit to the Company. Due to current market conditions subleasing the space was deemed unlikely; as a result, management determined it was necessary to abandon the lease. For the three and six months ended December 31, 2022, a lease abandonment charge of $ 30 is recognized in the condensed consolidated statements of comprehensive income. The two-month results of operations from Cascade were included in the condensed consolidated financial statements. However, they were immaterial and thus no proforma presentation was necessary. Fiscal Year 2022 Acquisition On December 3, 2021, and effective as of November 30, 2021, the Company entered into a Stock Purchase Agreement, pursuant to which it acquired all of the issued and outstanding common shares of Navegate, Inc. (“Navegate”), a Minnesota based, privately held company from Saltspring Capital, LLC. Navegate is a technology-enabled supply chain management and third-party logistics services company that combines a robust digital platform and decades of expertise to manage international, cross-border, and domestic freight from purchase order to final delivery. Navegate’s combination of technology-enabled services, customs brokerage expertise, and a full complement of international and domestic services significantly reduces costs and leads to better compliance and risk mitigation for its customers. Navegate will operate as a wholly-owned subsidiary of Radiant Logistics, Inc. The goodwill recognized is attributable to expanded service lines and geographic footprint. The acquisition of Navegate was accounted for as purchases of a business under ASC 805, Business Combinations . As consideration for the acquisition, the Company paid $ 35,000 in cash upon closing. The transaction was financed through proceeds received from the Company's existing credit facility. A net working capital settlement of $ 3,852 was finalized in the third quarter of fiscal year 2022 and was paid to Saltspring Capital, LLC. The aggregate purchase price of $ 38,852 was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. The following table summarizes the fair value of the consideration transferred for the acquisition and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date: (In thousands) Purchase Price Allocation Adjustments Final Purchase Price Allocation Cash $ 35,000 $ — $ 35,000 Net working capital adjustment — 3,852 3,852 Current assets 19,187 — 19,187 Technology and equipment 1,434 — 1,434 Intangible assets 17,834 1,188 19,022 Other long-term assets 1,621 — 1,621 Liabilities assumed ( 18,836 ) — ( 18,836 ) Total identifiable net assets 21,240 1,188 22,428 Goodwill 13,760 2,664 16,424 $ 35,000 $ 3,852 $ 38,852 The fair values of the intangible assets were estimated by the Company with the assistance of valuation specialists. The fair value was estimated using a discounted cash flow approach with Level 3 inputs. Under this method, an intangible asset’s fair value 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 calculate fair value, the Company used 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 reflect market participant assumptions. The goodwill is recorded in the U.S. operating segment and is expected to be deductible for income tax purposes over a period of 15 years . Intangible assets acquired and their respective useful lives are estimated as follows: (In thousands) Purchase Price Allocation Adjustments Final Purchase Price Allocation Useful Life Customer related $ 12,392 $ 910 $ 13,302 14.9 years Developed technology 3,942 149 4,091 4.9 years Trade name 1,500 129 1,629 9.9 years $ 17,834 $ 1,188 $ 19,022 Navegate results were immaterial to the condensed consolidated financial statements and thus no proforma presentation was necessary. |
Ransomware incident
Ransomware incident | 6 Months Ended |
Dec. 31, 2022 | |
Ransomware Incident [Abstract] | |
Ransomware Incident | NOTE 18 – RANSOMWARE INCIDENT The Company filed an 8-K on December 13, 2021, disclosing some of the Company’s systems were affected by a ransomware incident that encrypted information on its systems and disrupted customer and employee access to its applications and services. The Company immediately took steps to isolate the impact and prevent additional systems from being affected, including taking its network offline as a precaution. Promptly upon our detection of this incident, we initiated response and containment protocols and our security teams, supplemented by leading cyber defense firms, worked to remediate this incident. We notified law enforcement, contacted our customers to apprise them of the situation and will provide any notices that may be required by applicable law. We undertook extensive efforts to identify, contain and recover from this incident quickly and securely. We systematically brought our information systems back online in a controlled, phased approach. Our teams worked to maintain our business operations and minimize the impact on our customers, operating partners, and employees. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19 – SUBSEQUENT EVENTS Lease In January 2023, the Company entered into an agreement to lease an additional floor at its office in Renton, Washington. The lease term expires in November 2033 . The total undiscounted future lease payments for the lease is approximately $ 2,092 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Guidance Not Yet Adopted 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 subsequent amendments to the initial guidance: ASU 2018-19, 2019-04, 2019-05, 2020-03, and 2022-02 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 is effective for the Company in the first quarter of fiscal year 2024. The Company is currently evaluating the impact of the standard on its consolidated financial statements and disclosures. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) and subsequent amendments to the initial guidance: ASU 2021-01, and ASU 2022-06, which provides temporary optional expedients and exceptions to the current guidance on contract modifications to ease the financial reporting burdens related to the expected market transition from London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The amendments are effective as of March 12, 2020 and apply to contract modifications made before December 31, 2024. The Company adopted Topic 848 on July 1, 2022 . The adoption of Topic 848 had no impact on the Company’s financial statements or related disclosures. |
Principles of Consolidation | 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 single variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 40 % owned by Radiant Global Logistics, Inc. (“RGL”) and 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. |
Use of Estimates | b) Use of Estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results reported in future periods may be based upon amounts that could differ from these estimates due to the inherent uncertainty involved in making estimates and risks and uncertainties . |
Cash, Cash Equivalents, and Restricted Cash | c) Cash, Cash Equivalents, and Restricted Cash The Company maintains its cash in bank deposit accounts that, at times, may 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. Restricted cash includes five months interest in a debt service reserve account for a senior secured Canadian term loan, which will mature on April 1, 2024. The Company combines both unrestricted and restricted cash along with the cash balance for presentation in the Condensed Consolidated Statement of Cash Flows. |
Accounts Receivable | d) Accounts Receivable The Company’s receivables are recorded when billed and represent amounts owed by third-party customers, as well as amounts owed by strategic operating partners. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records an allowance for doubtful accounts to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The allowance for doubtful accounts is determined from the analysis of the aging of the accounts receivable, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently owned strategic operating partner locations operating under various Company brands. Each strategic operating partner is responsible for some or all of the collection of the accounts related to the underlying customers being serviced by such strategic operating partner. To facilitate this arrangement, based on contractual agreements, certain strategic operating partners are required to maintain a bad debt reserve in the form of a security deposit with the Company. The Company charges each strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. However, the bad debt reserve account may carry a deficit balance when amounts charged to this reserve account exceed amounts otherwise available. In these circumstances, a deficit bad debt reserve account is recognized as a receivable in the Company’s condensed consolidated financial statements. Some strategic operating partners are not required to establish a bad debt reserve; however, they are still responsible to make up for any deficits and the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve accounts. The Company expects to replenish these funds through the future business operations of these strategic operating partners or as their customers satisfy the amounts payable to the Company. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amounts and generally would reserve for them. |
Property, Technology, and Equipment | e) 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 or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. |
Goodwill | f) Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. 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. Based on the most recent annual impairment test and further review by management, the Company concluded that there was no impairment. 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 macro-economic conditions, industry and market conditions, cost factors, relevant 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 value. 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. As of December 31, 2022 , management believes there are no indications of impairment. |
Long-Lived Assets | g) Long-Lived Assets Long-lived assets, such as property, technology, and equipment and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. 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. No impairment losses of long-lived assets were recorded during the six months ended December 31, 2022 and 2021. Intangible assets consist of customer related intangible assets, trade names and trademarks, 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 , non-compete agreements are amortized using the straight-line method over periods of up to five years , and developed technology is amortized using the straight-line method over five years . |
Business Combinations | h) Business Combinations The Company accounts for business acquisitions using the acquisition method as required by FASB ASC Topic 805, Business Combinations. 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 objectives and financial results by acquired companies using Level 3 inputs and the amounts are then 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. Amounts are generally due annually on November 1 st and 90 days following the quarter of the final earn-out period of each respective acquisition. 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. |
Revenue Recognition | i) Revenue Recognition The Company’s revenues are primarily from transportation services, which include providing for the arrangement of freight, both domestically and internationally, through modes of transportations, 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 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 these promises aren’t distinct in the context of the contract. 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 in transit based upon the actual departure date and the delivery date, if available, or estimated pick-up date based on the actual delivery date and estimated average transit period by mode. Determination of the transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing 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 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 fulfilment 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 they are performed. 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 on a standalone basis 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 also captures revenue through fees related to the use of its technology platform. The technology-related revenue includes platform fees, operational fees, and purchase order management fees. 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. A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition for the three and six months ended December 31, 2022 and 2021 are as follows: Three Months Ended December 31, 2022 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 233,432 $ 29,803 $ ( 58 ) $ 263,177 Value-added services (1) 4,359 10,583 — 14,942 Total $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Timing of revenue recognition: Services transferred over time $ 235,855 $ 40,386 $ ( 58 ) $ 276,183 Services transferred at a point in time 1,936 — — 1,936 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 $ 517,914 $ 61,655 $ ( 255 ) $ 579,314 Value-added services (1) 9,895 19,881 — 29,776 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Timing of revenue recognition: Services transferred over time $ 522,187 $ 81,536 $ ( 255 ) $ 603,468 Services transferred at a point in time 5,622 — — 5,622 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Three Months Ended December 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total (as restated) (as restated) Major service lines: Transportation services $ 295,194 $ 31,430 $ ( 963 ) $ 325,661 Value-added services (1) 2,507 7,610 — 10,117 Total $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Timing of revenue recognition: Services transferred over time $ 296,863 $ 39,040 $ ( 963 ) $ 334,940 Services transferred at a point in time 838 — — 838 Total $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Six Months Ended December 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total (as restated) (as restated) Major service lines: Transportation services $ 556,118 $ 60,763 $ ( 981 ) $ 615,900 Value-added services (1) 5,220 14,056 — 19,276 Total $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 Timing of revenue recognition: Services transferred over time $ 559,625 $ 74,819 $ ( 981 ) $ 633,463 Services transferred at a point in time 1,713 — — 1,713 Total $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 (1) Value-added services include MM&D, CHB, technology platform fees, and other services. Practical Expedients 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 contracts with its transportation customers have an expected duration of one year or less. For the performance obligation to transfer MM&D services in contracts with customers, 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 Company also applies the practical expedient that permits the recognition of employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. These costs are included 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 the services provided while a shipment is still in-transit, for which it has not yet completed the performance obligation, where the customer has not yet been invoiced and unbilled amounts for which the Company has the right to consideration for services on completed shipments. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable. Operating Partner 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 estimates and accrues the strategic operating partner’s commission obligation ratably as the goods are transferred to the customer. |
Defined Contribution Savings Plans | j) Defined Contribution Savings Plans The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $ 399 and $ 863 for the three and six months ended December 31, 2022, respectively, and $ 328 and $ 684 for the three and six months ended December 31, 2021, respectively . |
Income Taxes | k) 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. |
Share-Based Compensation | l) Share-Based Compensation The Company grants restricted stock awards, restricted stock units, performance unit awards, and stock options to certain directors, officers, and employees. The share-based compensation cost is measured at the grant date based on the fair value of the award and is expensed ratably over the vesting period. The fair value of each restricted stock and performance unit awards is the market price 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 share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy option exercises and vesting of awards granted under its stock plans. Share-based compensation expense is reflected in the condensed consolidated statements of comprehensive income as part of personnel costs. |
Basic and Diluted Income per Share Allocable to Common Stockholders | m) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding. 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 if the potential common shares, such as restricted stock awards and stock options, had been issued and were considered dilutive. |
Foreign Currency Translation | n) Foreign Currency Translation 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 income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive income (loss). Gains and losses on transactions of monetary items denominated in a foreign currency are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. |
Leases | o) 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 liability; and operating lease liability, net of current portion in our condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our 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. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We perform an impairment analysis on ROU assets as of April 1 of each year or more frequently if facts or circumstances indicate, and as of December 31, 2022 , there was no impairment to ROU assets. The Company’s agreements with lease and non-lease components, are all each accounted for as a single lease component. For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU 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, 2022 and 2021 are immaterial. Certain leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. We exclude variable payments from lease ROU assets and lease liabilities, to the extent not considered fixed, and instead expense as incurred. Variable lease costs for the three and six months ended December 31, 2022 and 2021 are immaterial. |
Derivatives | p) 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, 2022 , the Company does no t have any derivatives designated as hedges. For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. |
Treasury Stock | q) Treasury Stock Treasury stock is reflected as a reduction of stockholders’ equity at cost. As of December 31, 2022 , there have been no reissuances of treasury stock. |
Reclassifications of Previously Issued Financial Statements | r) Reclassifications of Previously Issued Financial Statements Certain amounts for prior periods have been reclassified in the consolidated financial statements to conform to the current year presentation. There has been no impact on previously reported net income or shareholders’ equity from such reclassifications. |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Effect of Adjustment Includes Errors on Company's Consolidated Balance Sheet, Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows | The restated consolidated balance sheet line items as of December 31, 2021 are as follows: Originally Reported Adjustment Restated (In thousands) Q2 Q2 Q2 Contract assets $ 73,268 $ 33,579 $ 106,847 Total current assets 284,767 33,579 318,346 Total assets 490,575 33,579 524,154 Accounts payable 136,309 32,675 168,984 Operating partner commissions payable 19,395 502 19,897 Accrued expenses 10,588 20 10,608 Income tax payable 1,411 94 1,505 Total current liabilities 184,013 33,291 217,304 Total liabilities 321,282 33,291 354,573 Retained earnings 74,394 288 74,682 Total equity 169,293 288 169,581 The restated line items of the consolidated statements for comprehensive income for the three months ended December 31, 2021 are as follows: Originally Reported Adjustment Restated (In thousands, except per share data) Q2 Q2 Q2 Revenues $ 332,768 $ 3,010 $ 335,778 Cost of transportation and other services 261,179 3,461 264,640 Operating partner commissions 31,049 120 31,169 Personnel costs 16,688 ( 29 ) 16,659 Income from operations 10,598 ( 542 ) 10,056 Income tax expense ( 2,646 ) 133 ( 2,513 ) Net income 7,024 ( 409 ) 6,615 Net income attributable to Radiant Logistics, Inc. 6,948 ( 409 ) 6,539 Income per share: Basic $ 0.14 $ ( 0.01 ) $ 0.13 Diluted $ 0.14 $ ( 0.01 ) $ 0.13 The restated line items of the consolidated statements of comprehensive income for the six months ended December 31, 2021 are as follows: Originally Reported Adjustment Restated Six Months Ended Six Months Ended Six Months Ended (In thousands, except per share data) December 31, 2021 December 31, 2021 December 31, 2021 Revenues $ 618,884 $ 16,292 $ 635,176 Cost of transportation and other services 482,411 16,909 499,320 Operating partner commissions 59,514 ( 784 ) 58,730 Personnel costs 32,304 8 32,312 Income from operations 20,355 163 20,518 Income tax expense ( 4,874 ) ( 41 ) ( 4,915 ) Net Income 14,189 121 14,310 Net income attributable to Radiant Logistics, Inc. 14,027 121 14,148 Income per share: Basic $ 0.28 $ — $ 0.28 Diluted $ 0.28 $ — $ 0.28 The restated line items of the consolidated cash flow statements for the six months ended December 31, 2021 are as follows: Originally Reported Adjustment Restated (In thousands) Six Months Ended Six Months Ended Six Months Ended OPERATING ACTIVITIES: Net income $ 14,189 $ 121 $ 14,310 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH (USED FOR) OPERATING ACTIVITIES CHANGES IN OPERATING ASSETS AND LIABILITIES: Contract assets ( 44,123 ) ( 16,293 ) ( 60,416 ) Income tax receivable/payable ( 3,421 ) 40 ( 3,381 ) Accounts payable 40,952 16,908 57,860 Operating partner commissions payable 5,616 ( 784 ) 4,832 Accrued expenses, other liabilities, and operating lease liability ( 2,467 ) 8 ( 2,459 ) Net cash (used for) operating activities ( 19,652 ) — ( 19,652 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Gross Revenues by Major Service Lines and Geographic Markets and Timing of Revenue Recognition | A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition for the three and six months ended December 31, 2022 and 2021 are as follows: Three Months Ended December 31, 2022 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 233,432 $ 29,803 $ ( 58 ) $ 263,177 Value-added services (1) 4,359 10,583 — 14,942 Total $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Timing of revenue recognition: Services transferred over time $ 235,855 $ 40,386 $ ( 58 ) $ 276,183 Services transferred at a point in time 1,936 — — 1,936 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 $ 517,914 $ 61,655 $ ( 255 ) $ 579,314 Value-added services (1) 9,895 19,881 — 29,776 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Timing of revenue recognition: Services transferred over time $ 522,187 $ 81,536 $ ( 255 ) $ 603,468 Services transferred at a point in time 5,622 — — 5,622 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Three Months Ended December 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total (as restated) (as restated) Major service lines: Transportation services $ 295,194 $ 31,430 $ ( 963 ) $ 325,661 Value-added services (1) 2,507 7,610 — 10,117 Total $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Timing of revenue recognition: Services transferred over time $ 296,863 $ 39,040 $ ( 963 ) $ 334,940 Services transferred at a point in time 838 — — 838 Total $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Six Months Ended December 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total (as restated) (as restated) Major service lines: Transportation services $ 556,118 $ 60,763 $ ( 981 ) $ 615,900 Value-added services (1) 5,220 14,056 — 19,276 Total $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 Timing of revenue recognition: Services transferred over time $ 559,625 $ 74,819 $ ( 981 ) $ 633,463 Services transferred at a point in time 1,713 — — 1,713 Total $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 (1) Value-added services include MM&D, CHB, technology platform fees, and other services. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computations of the Numerator and Denominator of Basic and Diluted Income 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) 2022 2021 2022 2021 (as restated) (as restated) Numerator: Net income attributable to Radiant Logistics, Inc. $ 4,836 $ 6,539 $ 13,269 $ 14,148 Denominator: Weighted average common shares outstanding, basic 48,243,204 49,657,547 48,494,260 49,789,304 Dilutive effect of share-based awards 1,184,216 1,118,167 1,370,956 1,156,792 Weighted average common shares outstanding, diluted 49,427,420 50,775,714 49,865,216 50,946,096 Potentially dilutive common shares excluded 110,000 100,000 105,000 117,392 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 Operating: Operating lease cost $ 3,610 $ 2,486 $ 6,623 $ 4,811 Financing: Amortization of leased assets 180 158 333 312 Interest on lease liabilities 18 27 37 55 Total finance lease cost $ 198 $ 185 $ 370 $ 367 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Six Months Ended December 31, (In thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows arising from operating leases $ 5,420 $ 3,940 Operating cash flows arising from finance leases 37 55 Financing cash flows arising from finance leases 294 369 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 24,275 $ 1,694 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: December 31, June 30, (In thousands) 2022 2022 Operating lease: Operating lease right-of-use assets $ 59,569 $ 41,111 Current portion of operating lease liability 11,102 7,641 Operating lease liability, net of current portion 53,428 37,776 Total operating lease liabilities $ 64,530 $ 45,417 Finance lease: Property, technology, and equipment, net $ 1,698 $ 2,039 Current portion of finance lease liability 536 577 Finance lease liability, net of current portion 953 1,223 Total finance lease liabilities $ 1,489 $ 1,800 Weighted average remaining lease term: Operating leases 6.3 years 5.5 years Finance leases 2.8 years 3.4 years Weighted average discount rate: Operating leases 4.99 % 4.33 % Finance leases 4.46 % 4.54 % |
Maturities of Lease Liabilities | As of December 31, 2022, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) Operating Finance 2023 (remaining) 6,820 300 2024 13,814 568 2025 13,338 539 2026 11,626 176 2027 10,119 — Thereafter 21,243 — Total lease payments 76,960 1,583 Less imputed interest ( 12,430 ) ( 94 ) Total lease liability $ 64,530 $ 1,489 |
Property, Technology, and Equ_2
Property, Technology, and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Technology, and Equipment | December 31, June 30, (In thousands) Useful Life 2022 2022 Computer software 3 - 5 years $ 26,766 $ 26,324 Trailers and related equipment 3 - 15 years 6,609 6,639 Office and warehouse equipment 3 - 15 years 11,462 10,307 Leasehold improvements (1) 7,766 7,588 Computer equipment 3 - 5 years 4,632 4,272 Furniture and fixtures 3 - 15 years 1,522 1,514 Property, technology, and equipment 58,757 56,644 Less: accumulated depreciation and amortization ( 35,094 ) ( 31,821 ) Property, technology, and equipment, net $ 23,663 $ 24,823 (1) The cost is amortized over the shorter of the lease term or useful life. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The table below reflects the changes in the carrying amount of goodwill for the six months ended December 31, 2022: (In thousands) Total Balance as of June 30, 2022 $ 88,199 Acquisition 1,766 Foreign currency translation loss ( 1,041 ) Balance as of December 31, 2022 $ 88,924 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of December 31, 2022 and June 30, 2022, respectively: December 31, 2022 (In thousands) Weighted Gross Accumulated Net Customer related 7.4 years $ 117,098 $ ( 82,224 ) $ 34,874 Trade names and trademarks 8.1 years 15,432 ( 12,331 ) 3,101 Licenses 4.3 years 768 ( 441 ) 327 Developed technology (1) 3.9 years 4,091 ( 886 ) 3,205 Covenants not to compete 2.1 years 1,433 ( 1,209 ) 224 $ 138,822 $ ( 97,091 ) $ 41,731 June 30, 2022 (In thousands) Weighted Gross Accumulated Net Customer related 7.2 years $ 114,974 $ ( 78,736 ) $ 36,238 Trade names and trademarks 3.8 years 15,700 ( 7,670 ) 8,030 Licenses 4.8 years 808 ( 424 ) 384 Developed technology (1) 4.4 years 4,091 ( 477 ) 3,614 Covenants not to compete 2.6 years 1,433 ( 1,154 ) 279 $ 137,006 $ ( 88,461 ) $ 48,545 (1) Developed technology was acquired as one of the assets obtained in the acquisition of Navegate, Inc., which is described in Note 17. |
Schedule of Future Amortization Expense | Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2023 (remaining) $ 5,283 2024 10,200 2025 8,210 2026 3,425 2027 2,852 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: December 31, June 30, (In thousands) 2022 2022 Revolving Credit Facility $ 47,525 $ 62,525 Senior Secured Loans 6,322 8,902 Unamortized debt issuance costs ( 161 ) ( 133 ) Total notes payable 53,686 71,294 Less: current portion ( 4,495 ) ( 4,575 ) Total notes payable, net of current portion $ 49,191 $ 66,719 |
Schedule of Maturities of Notes Payable | Future maturities of notes payable for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2023 (remaining) $ 2,210 2024 4,112 2025 — 2026 — 2027 — Thereafter 47,525 Total $ 53,847 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets (Liabilities) Measured at Fair Value on Recurring Basis | 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: (In thousands) Fair Value Measurements as of December 31, 2022 Level 3 Total Contingent consideration $ ( 5,327 ) $ ( 5,327 ) Interest rate swap contracts (derivatives) 2,432 2,432 Fair Value Measurements as of June 30, 2022 Level 3 Total Contingent consideration $ ( 5,530 ) $ ( 5,530 ) Interest rate swap contracts (derivatives) 1,846 1,846 |
Fair Value of Assets (Liabilities) Measured on Recurring Basis Unobservable Input Reconciliation | The following table provides a reconciliation of the financial assets (liabilities) measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Interest Rate Swap Contracts Balance as of June 30, 2021 $ ( 7,263 ) $ 6 Contingent consideration paid 2,500 — Change in fair value ( 767 ) 1,840 Balance as of June 30, 2022 $ ( 5,530 ) $ 1,846 Increase related to acquisition ( 1,987 ) — Contingent consideration paid 2,500 — Change in fair value ( 310 ) 586 Balance as of December 31, 2022 $ ( 5,327 ) $ 2,432 |
Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration | 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 DCA contingent consideration $ ( 3,340 ) Discounted cash flows Actual and projected EBITDA over the three-year earn-out period ending January 2023 > $ 15,200 Risk adjusted discount rate 12.0 % Cascade contingent consideration $ ( 1,987 ) Discounted cash flows Projected gross margin over the two-year earn-out period ending September 2024 >$ 9,800 Risk adjusted discount rate 16.9 % |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | For the three and six months ended December 31, 2022 and 2021, respectively, the Company’s income tax expense is composed of the following: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2022 2021 2022 2021 (as restated) (as restated) Current income tax expense $ 2,628 $ 2,840 $ 5,890 $ 5,449 Deferred income tax benefit ( 1,168 ) ( 327 ) ( 1,666 ) ( 534 ) Income tax expense $ 1,460 $ 2,513 $ 4,224 $ 4,915 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Restricted Stock Activity | The following table summarizes restricted stock award activity under the plans: Number of Weighted Average Unvested balance as of June 30, 2022 962,998 $ 6.17 Vested ( 246,229 ) 5.56 Granted 333,803 6.90 Forfeited ( 6,143 ) 5.88 Unvested balance as of December 31, 2022 1,044,429 $ 6.55 |
Schedule of Share-Based Compensation Stock Options Activity | The following table summarizes stock option activity under the plans: Number of Weighted Weighted Aggregate Outstanding as of June 30, 2022 1,105,084 $ 4.06 2.30 $ 3,719 Exercised ( 101,274 ) 1.91 — 330 Outstanding as of December 31, 2022 1,003,810 $ 4.27 2.79 $ 1,079 Exercisable as of December 31, 2022 923,810 $ 4.00 2.30 $ 1,079 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Potential Earn-Out Payments | The following table represents the estimated discounted earn-out payments to be paid in each of the following fiscal years: 2023 2024 2025 Total Earn-out payments: Cash $ 342 $ 3,880 $ 1,105 $ 5,327 Total estimated earn-out payments $ 342 $ 3,880 $ 1,105 $ 5,327 |
Operating and Geographic Segm_2
Operating and Geographic Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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, 2022 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Income (loss) from operations 8,264 5,370 ( 6,490 ) 7,144 Other income (expense) ( 162 ) 189 ( 786 ) ( 759 ) Income (loss) before income taxes 8,102 5,559 ( 7,276 ) 6,385 Depreciation and amortization 1,611 811 4,492 6,914 Total assets 358,179 111,680 — 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 Three Months Ended December 31, 2021 United States Canada Corporate/ Total (In thousands) (as restated) (as restated) Revenues $ 297,701 $ 39,040 $ ( 963 ) $ 335,778 Income (loss) from operations 10,338 3,844 ( 4,126 ) 10,056 Other income (expense) 122 73 ( 1,123 ) ( 928 ) Income (loss) before income taxes 10,460 3,917 ( 5,249 ) 9,128 Depreciation and amortization 1,095 893 2,459 4,447 Total assets 437,674 86,480 — 524,154 Property, technology, and equipment, net 12,933 13,212 — 26,145 Goodwill 64,561 21,364 — 85,925 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 from operations 20,291 10,806 ( 13,058 ) 18,039 Other income (expense) 150 350 ( 878 ) ( 378 ) Income before income taxes 20,441 11,156 ( 13,936 ) 17,661 Depreciation and amortization 3,137 1,569 8,987 13,693 Total assets 358,179 111,680 — 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, 2021 United States Canada Corporate/ Total (In thousands) (as restated) (as restated) Revenues $ 561,338 $ 74,819 $ ( 981 ) $ 635,176 Income from operations 22,057 7,254 ( 8,793 ) 20,518 Other income (expense) 321 162 ( 1,776 ) ( 1,293 ) Income before income taxes 22,378 7,416 ( 10,569 ) 19,225 Depreciation and amortization 2,030 1,691 4,981 8,702 Total assets 437,674 86,480 — 524,154 Property, technology, and equipment, net 12,933 13,212 — 26,145 Goodwill 64,561 21,364 — 85,925 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Navegate, Inc | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred for Acquisitions and the Allocation of Purchase Price to Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the consideration transferred for the acquisition and the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date: (In thousands) Purchase Price Allocation Adjustments Final Purchase Price Allocation Cash $ 35,000 $ — $ 35,000 Net working capital adjustment — 3,852 3,852 Current assets 19,187 — 19,187 Technology and equipment 1,434 — 1,434 Intangible assets 17,834 1,188 19,022 Other long-term assets 1,621 — 1,621 Liabilities assumed ( 18,836 ) — ( 18,836 ) Total identifiable net assets 21,240 1,188 22,428 Goodwill 13,760 2,664 16,424 $ 35,000 $ 3,852 $ 38,852 |
Schedule of Intangible Assets | Intangible assets acquired and their respective useful lives are estimated as follows: (In thousands) Purchase Price Allocation Adjustments Final Purchase Price Allocation Useful Life Customer related $ 12,392 $ 910 $ 13,302 14.9 years Developed technology 3,942 149 4,091 4.9 years Trade name 1,500 129 1,629 9.9 years $ 17,834 $ 1,188 $ 19,022 |
Cascade Enterprises of Minnesota, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred for Acquisitions and the Allocation of Purchase Price to Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the consideration transferred for the acquisition and the preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date: (In thousands) Preliminary Purchase Price Allocation Cash $ 3,250 Contingent consideration 1,987 Deposits and other assets 3 Operating lease right-of-use asset 34 Intangible assets 3,468 Operating lease liability ( 34 ) Total identifiable net assets 3,471 Goodwill 1,766 $ 5,237 |
Schedule of Intangible Assets | Intangible assets acquired and their respective useful lives are estimated as follows: (In thousands) Preliminary Purchase Price Allocation Useful Life Customer related $ 3,468 10 years 3,468 |
The Company and Basis of Pres_3
The Company and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) Office Location $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Business Acquisition [Line Items] | ||||||
Number of operating locations | Location | 100 | |||||
Number of owned offices | Office | 25 | |||||
Increase decrease to net income | $ | $ 4,925 | $ 8,512 | $ 6,615 | $ 7,695 | $ 13,437 | $ 14,310 |
Decrease to basic earnings per share | $ 0.10 | $ 0.13 | $ 0.27 | $ 0.28 | ||
Decrease to diluted earnings per share | $ 0.10 | $ 0.13 | $ 0.27 | $ 0.28 | ||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Increase decrease to net income | $ | $ 409 | $ 121 | ||||
Decrease to basic earnings per share | $ 0.01 | |||||
Decrease to diluted earnings per share | $ 0.01 |
The Company and Basis of Pres_4
The Company and Basis of Presentation - Schedule of Restated Consolidated Balance Sheet Line Items (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Contract assets | $ 33,858 | $ 61,154 | $ 106,847 | |||
Total current assets | 249,070 | 289,344 | 318,346 | |||
Total assets | 469,859 | 497,351 | 524,154 | |||
Accounts payable | 107,511 | 137,853 | 168,984 | |||
Operating partner commissions payable | 20,298 | 18,731 | 19,897 | |||
Accrued expenses | 9,053 | 11,349 | 10,608 | |||
Income tax payable | 2,050 | 4,035 | 1,505 | |||
Total current liabilities | 158,923 | 187,664 | 217,304 | |||
Total liabilities | 268,568 | 302,794 | 354,573 | |||
Retained earnings | 118,267 | 104,998 | 74,682 | |||
Total equity | $ 201,291 | $ 198,344 | $ 194,557 | 169,581 | $ 166,683 | $ 161,570 |
Originally Reported | ||||||
Contract assets | 73,268 | |||||
Total current assets | 284,767 | |||||
Total assets | 490,575 | |||||
Accounts payable | 136,309 | |||||
Operating partner commissions payable | 19,395 | |||||
Accrued expenses | 10,588 | |||||
Income tax payable | 1,411 | |||||
Total current liabilities | 184,013 | |||||
Total liabilities | 321,282 | |||||
Retained earnings | 74,394 | |||||
Total equity | 169,293 | |||||
Adjustment | ||||||
Contract assets | 33,579 | |||||
Total current assets | 33,579 | |||||
Total assets | 33,579 | |||||
Accounts payable | 32,675 | |||||
Operating partner commissions payable | 502 | |||||
Accrued expenses | 20 | |||||
Income tax payable | 94 | |||||
Total current liabilities | 33,291 | |||||
Total liabilities | 33,291 | |||||
Retained earnings | 288 | |||||
Total equity | $ 288 |
The Company and Basis of Pres_5
The Company and Basis of Presentation - Schedule of Restated Line Items of Consolidated Statement of Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 278,119 | $ 335,778 | $ 609,090 | $ 635,176 | ||
Cost of transportation and other services | 204,091 | 264,640 | 458,582 | 499,320 | ||
Operating partner commissions | 30,512 | 31,169 | 60,617 | 58,730 | ||
Personnel costs | 20,641 | 16,659 | 40,412 | 32,312 | ||
Income from operations | 7,144 | 10,056 | 18,039 | 20,518 | ||
Income tax expense | (1,460) | (2,513) | (4,224) | (4,915) | ||
Net income | 4,925 | $ 8,512 | 6,615 | $ 7,695 | 13,437 | 14,310 |
Net income attributable to Radiant Logistics, Inc. | $ 4,836 | $ 6,539 | $ 13,269 | $ 14,148 | ||
Earnings Per Share [Abstract] | ||||||
Basic | $ 0.10 | $ 0.13 | $ 0.27 | $ 0.28 | ||
Diluted | $ 0.10 | $ 0.13 | $ 0.27 | $ 0.28 | ||
Originally Reported | ||||||
Revenues | $ 332,768 | $ 618,884 | ||||
Cost of transportation and other services | 261,179 | 482,411 | ||||
Operating partner commissions | 31,049 | 59,514 | ||||
Personnel costs | 16,688 | 32,304 | ||||
Income from operations | 10,598 | 20,355 | ||||
Income tax expense | (2,646) | (4,874) | ||||
Net income | 7,024 | 14,189 | ||||
Net income attributable to Radiant Logistics, Inc. | $ 6,948 | $ 14,027 | ||||
Earnings Per Share [Abstract] | ||||||
Basic | $ 0.14 | $ 0.28 | ||||
Diluted | $ 0.14 | $ 0.28 | ||||
Adjustment | ||||||
Revenues | $ 3,010 | $ 16,292 | ||||
Cost of transportation and other services | 3,461 | 16,909 | ||||
Operating partner commissions | 120 | (784) | ||||
Personnel costs | (29) | 8 | ||||
Income from operations | (542) | 163 | ||||
Income tax expense | 133 | (41) | ||||
Net income | (409) | 121 | ||||
Net income attributable to Radiant Logistics, Inc. | $ (409) | $ 121 | ||||
Earnings Per Share [Abstract] | ||||||
Basic | $ (0.01) | $ 0 | ||||
Diluted | $ (0.01) | $ 0 |
The Company and Basis of Pres_6
The Company and Basis of Presentation - Schedule Of Restated Line Items Of Consolidated Cash Flow Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | ||||||
Net income | $ 4,925 | $ 8,512 | $ 6,615 | $ 7,695 | $ 13,437 | $ 14,310 |
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||||||
Contract assets | 27,207 | (60,416) | ||||
Income tax receivable/payable | (2,034) | (3,381) | ||||
Accounts payable | (31,041) | 57,860 | ||||
Operating partner commissions payable | 1,567 | 4,832 | ||||
Accrued expenses, other liabilities, and operating lease liability | (2,459) | |||||
Net cash (used for) operating activities | $ 65,546 | (19,652) | ||||
Originally Reported | ||||||
OPERATING ACTIVITIES: | ||||||
Net income | 7,024 | 14,189 | ||||
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||||||
Contract assets | (44,123) | |||||
Income tax receivable/payable | (3,421) | |||||
Accounts payable | 40,952 | |||||
Operating partner commissions payable | 5,616 | |||||
Accrued expenses, other liabilities, and operating lease liability | (2,467) | |||||
Net cash (used for) operating activities | (19,652) | |||||
Adjustment | ||||||
OPERATING ACTIVITIES: | ||||||
Net income | $ (409) | 121 | ||||
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||||||
Contract assets | (16,293) | |||||
Income tax receivable/payable | 40 | |||||
Accounts payable | 16,908 | |||||
Operating partner commissions payable | (784) | |||||
Accrued expenses, other liabilities, and operating lease liability | 8 | |||||
Net cash (used for) operating activities | $ 0 |
Recent Accounting Guidance - Ad
Recent Accounting Guidance - Additional Information (Detail) - Accounting Standards Update 2020-04 | Dec. 31, 2022 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jul. 01, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill impairment | $ 0 | $ 0 | |||
Long-lived asset impairment charges | $ 0 | $ 0 | |||
Revenue, practical expedient, nondisclosure of transaction price allocation to performance obligation | true | ||||
Practical expedient, employee sales commissions when incurred, amortization period less than one year | true | ||||
Defined contribution plan, contributions by employer | 399,000 | $ 328,000 | $ 863,000 | 684,000 | |
Impairment of ROU assets | 0 | ||||
Derivative instruments designated as hedges | 0 | $ 0 | |||
Reissuances of treasury stock | 0 | ||||
Contract assets | $ 33,858,000 | $ 106,847,000 | $ 33,858,000 | $ 106,847,000 | $ 61,154,000 |
Developed technology | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 5 years | ||||
Maximum | Customer-Related Intangible Assets | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 15 years | ||||
Maximum | Trademarks and Trade Names | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 15 years | ||||
Maximum | Non-compete Agreements | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 5 years | ||||
Radiant Logistics Partners LLC | Radiant Global Logistics, Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Equity method investment, ownership percentage | 40% | ||||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Equity method investment, ownership percentage | 60% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Gross Revenues by Major Service Lines and Geographic Markets and Timing of Revenue Recognition (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 278,119 | $ 335,778 | $ 609,090 | $ 635,176 | |
Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 263,177 | 325,661 | 579,314 | 615,900 | |
Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | [1] | 14,942 | 10,117 | 29,776 | 19,276 |
Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 276,183 | 334,940 | 603,468 | 633,463 | |
Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 1,936 | 838 | 5,622 | 1,713 | |
Operating Segments | United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 237,791 | 297,701 | 527,809 | 561,338 | |
Operating Segments | United States | Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 233,432 | 295,194 | 517,914 | 556,118 | |
Operating Segments | United States | Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | [1] | 4,359 | 2,507 | 9,895 | 5,220 |
Operating Segments | United States | Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 235,855 | 296,863 | 522,187 | 559,625 | |
Operating Segments | United States | Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 1,936 | 838 | 5,622 | 1,713 | |
Operating Segments | Canada | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 40,386 | 39,040 | 81,536 | 74,819 | |
Operating Segments | Canada | Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 29,803 | 31,430 | 61,655 | 60,763 | |
Operating Segments | Canada | Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | [1] | 10,583 | 7,610 | 19,881 | 14,056 |
Operating Segments | Canada | Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 40,386 | 39,040 | 81,536 | 74,819 | |
Operating Segments | Canada | Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Corporate/Eliminations | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | (58) | (963) | (255) | (981) | |
Corporate/Eliminations | Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | (58) | (963) | (255) | (981) | |
Corporate/Eliminations | Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | [1] | 0 | 0 | 0 | 0 |
Corporate/Eliminations | Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | (58) | (963) | (255) | (981) | |
Corporate/Eliminations | Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] (1) Value-added services include MM&D, CHB, technology platform fees, and other services. |
Earnings Per Share - Computatio
Earnings Per Share - Computations of the Numerator and Denominator of Basic and Diluted Income Per Share (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||
Net income attributable to Radiant Logistics, Inc. | $ 4,836 | $ 6,539 | $ 13,269 | $ 14,148 |
Denominator: | ||||
Weighted average common shares outstanding, basic | 48,243,204 | 49,657,547 | 48,494,260 | 49,789,304 |
Dilutive effect of share-based awards | 1,184,216 | 1,118,167 | 1,370,956 | 1,156,792 |
Weighted average common shares outstanding, diluted | 49,427,420 | 50,775,714 | 49,865,216 | 50,946,096 |
Potentially dilutive common shares excluded | 110,000 | 100,000 | 105,000 | 117,392 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Line Items] | |
Lease term expiration month and year | 2032-05 |
Undiscounted future lease payments | $ 26,224 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating: | ||||
Operating lease cost | $ 3,610 | $ 2,486 | $ 6,623 | $ 4,811 |
Financing: | ||||
Amortization of leased assets | 180 | 158 | 333 | 312 |
Interest on lease liabilities | 18 | 27 | 37 | 55 |
Total finance lease cost | $ 198 | $ 185 | $ 370 | $ 367 |
Leases - Components of Lease _2
Leases - Components of Lease Expense (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Lease abandonment charge | $ 30 | $ 0 | $ 30 | $ 0 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows arising from operating leases | $ 5,420 | $ 3,940 |
Operating cash flows arising from finance leases | 37 | 55 |
Financing cash flows arising from finance leases | 294 | 369 |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Operating leases | $ 24,275 | $ 1,694 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Operating lease: | ||
Operating lease right-of-use assets | $ 59,569 | $ 41,111 |
Current portion of operating lease liability | 11,102 | 7,641 |
Operating lease liability, net of current portion | 53,428 | 37,776 |
Total operating lease liabilities | 64,530 | 45,417 |
Finance lease: | ||
Property, technology, and equipment, net | 1,698 | 2,039 |
Current portion of finance lease liability | 536 | 577 |
Finance lease liability, net of current portion | 953 | 1,223 |
Total finance lease liabilities | $ 1,489 | $ 1,800 |
Weighted average remaining lease term: | ||
Operating leases | 6 years 3 months 18 days | 5 years 6 months |
Finance leases | 2 years 9 months 18 days | 3 years 4 months 24 days |
Weighted average discount rate: | ||
Operating leases | 4.99% | 4.33% |
Finance leases | 4.46% | 4.54% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Operating lease: | ||
2023 (remaining) | $ 6,820 | |
2024 | 13,814 | |
2025 | 13,338 | |
2026 | 11,626 | |
2027 | 10,119 | |
Thereafter | 21,243 | |
Total lease payments | 76,960 | |
Less imputed interest | 12,430 | |
Total lease liability | 64,530 | $ 45,417 |
Finance lease: | ||
2023 (remaining) | 300 | |
2024 | 568 | |
2025 | 539 | |
2026 | 176 | |
2027 | 0 | |
Thereafter | 0 | |
Total lease payments | 1,583 | |
Less imputed interest | 94 | |
Total lease liability | $ 1,489 | $ 1,800 |
Property, Technology, and Equ_3
Property, Technology, and Equipment - Schedule of Property, Technology, and Equipment (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | ||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 58,757 | $ 56,644 | ||
Less: accumulated depreciation and amortization | (35,094) | (31,821) | ||
Property, technology, and equipment, net | 23,663 | 24,823 | $ 26,145 | |
Computer software | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 26,766 | 26,324 | ||
Computer software | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Computer software | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 5 years | |||
Trailers and related equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 6,609 | 6,639 | ||
Trailers and related equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Trailers and related equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
Office and warehouse equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 11,462 | 10,307 | ||
Office and warehouse equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Office and warehouse equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
Leasehold improvements | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | [1] | $ 7,766 | 7,588 | |
Computer equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 4,632 | 4,272 | ||
Computer equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Computer equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 5 years | |||
Furniture and fixtures | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 1,522 | $ 1,514 | ||
Furniture and fixtures | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Furniture and fixtures | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
[1] The cost is amortized over the shorter of the lease term or useful life. |
Property, Technology, and Equ_4
Property, Technology, and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and leasehold amortization | $ 1,868 | $ 1,844 | $ 3,684 | $ 3,576 | |
Computer software in development | 58,757 | 58,757 | $ 56,644 | ||
Software In Development | |||||
Property Plant And Equipment [Line Items] | |||||
Computer software in development | $ 1,390 | $ 1,390 | $ 1,032 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of June 30, 2022 | $ 88,199 |
Acquisition | 1,766 |
Foreign currency translation loss | (1,041) |
Balance as of December 31, 2022 | $ 88,924 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | $ 0 | ||
Amortization of intangibles | $ 5,046 | $ 2,603 | $ 10,009 | $ 5,126 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | ||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | $ 138,822 | $ 137,006 | |
Intangible assets, accumulated amortization | (97,091) | (88,461) | |
Intangible assets, net carrying amount | 41,731 | 48,545 | |
Customer related | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | 117,098 | 114,974 | |
Intangible assets, accumulated amortization | (82,224) | (78,736) | |
Intangible assets, net carrying amount | $ 34,874 | $ 36,238 | |
Intangible assets, weighted-average amortization period | 7 years 4 months 24 days | 7 years 2 months 12 days | |
Trademarks and Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | $ 15,432 | $ 15,700 | |
Intangible assets, accumulated amortization | (12,331) | (7,670) | |
Intangible assets, net carrying amount | $ 3,101 | $ 8,030 | |
Intangible assets, weighted-average amortization period | 8 years 1 month 6 days | 3 years 9 months 18 days | |
Licenses | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | $ 768 | $ 808 | |
Intangible assets, accumulated amortization | (441) | (424) | |
Intangible assets, net carrying amount | $ 327 | $ 384 | |
Intangible assets, weighted-average amortization period | 4 years 3 months 18 days | 4 years 9 months 18 days | |
Developed technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | [1] | $ 4,091 | $ 4,091 |
Intangible assets, accumulated amortization | [1] | (886) | (477) |
Intangible assets, net carrying amount | [1] | $ 3,205 | $ 3,614 |
Intangible assets, weighted-average amortization period | [1] | 3 years 10 months 24 days | 4 years 4 months 24 days |
Covenants not to compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross carrying amount | $ 1,433 | $ 1,433 | |
Intangible assets, accumulated amortization | (1,209) | (1,154) | |
Intangible assets, net carrying amount | $ 224 | $ 279 | |
Intangible assets, weighted-average amortization period | 2 years 1 month 6 days | 2 years 7 months 6 days | |
[1] Developed technology was acquired as one of the assets obtained in the acquisition of Navegate, Inc., which is described in Note 17. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remaining) | $ 5,283 |
2024 | 10,200 |
2025 | 8,210 |
2026 | 3,425 |
2027 | $ 2,852 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Senior Secured Loans | $ 6,322 | $ 8,902 |
Unamortized debt issuance costs | (161) | (133) |
Total notes payable | 53,686 | 71,294 |
Less: current portion | (4,495) | (4,575) |
Total notes payable, net of current portion | 49,191 | 66,719 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | $ 47,525 | $ 62,525 |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Notes Payable (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remaining) | $ 2,210 |
2024 | 4,112 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 47,525 |
Total | $ 53,847 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) $ in Thousands, $ in Thousands | 6 Months Ended | ||||||
Apr. 02, 2015 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Aug. 05, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 13, 2020 USD ($) | Apr. 01, 2017 CAD ($) | |
Minimum | Integrated Private Debt Fund Loan | |||||||
Debt Instrument [Line Items] | |||||||
Loan prepayment prior written notice period | 30 days | 30 days | |||||
Integrated Private Debt Fund IV LP | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | Apr. 01, 2024 | ||||||
Debt instrument interest rate | 6.65% | ||||||
Senior secured term loan | $ 29,000 | ||||||
Interest only repayment period | 12 months | ||||||
Deferred Tax Assets recognized in long-term restricted cash | $ 593 | ||||||
Debt instrument, monthly principle and interest payment | $ 390 | ||||||
Outstanding term loan | $ 4,400 | ||||||
Integrated Private Debt Fund V LP | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | Jun. 01, 2024 | Jun. 01, 2024 | |||||
Debt instrument interest rate | 6.65% | ||||||
Senior secured term loan | $ 10,000 | ||||||
Debt instrument, monthly principle and interest payment | $ 149 | ||||||
Outstanding term loan | $ 1,922 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit outstanding amount | $ 47,525 | $ 62,525 | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility maximum borrowing capacity | $ 200,000 | $ 150,000 | |||||
Line of credit facility term | 5 years | 5 years | |||||
Line of Credit Facility interest rate description | The 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 named below 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 under the Credit Facility accrue interest (at the Company’s option), at a) the Lenders’ base rate plus 0.75% and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at the Lenders’ base rate plus 0.50% to 1.50%; b) Term SOFR plus 1.65% and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at Term SOFR plus 1.40% to 2.40%; and c) Term SOFR Daily Floating Rate plus 1.65% and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at Term SOFR Daily Floating Rate plus 1.40% to 2.40%. | The 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 named below 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 under the Credit Facility accrue interest (at the Company’s option), at a) the Lenders’ base rate plus 0.75% and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at the Lenders’ base rate plus 0.50% to 1.50%; b) Term SOFR plus 1.65% and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at Term SOFR plus 1.40% to 2.40%; and c) Term SOFR Daily Floating Rate plus 1.65% and can be subsequently adjusted based on the Company’s consolidated net leverage ratio under the facility at Term SOFR Daily Floating Rate plus 1.40% to 2.40%. | |||||
Debt instrument interest rate | 5.99% | ||||||
Line of credit facility accordion feature | $ 75,000 | ||||||
Line of credit maximum consolidated leverage ratio | 3 | 3 | |||||
Line of credit minimum consolidated interest coverage ratio | 3 | 3 | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 0.75% | 0.75% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 0.50% | 0.50% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 1.50% | 1.50% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 1.65% | 1.65% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | SOFR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 1.40% | 1.40% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | SOFR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 2.40% | 2.40% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | SOFR Daily Floating Rate | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 1.65% | 1.65% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | SOFR Daily Floating Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 1.40% | 1.40% | |||||
Revolving Credit Facility | Bank of America, N.A. and BMO Capital Markets Corp. | SOFR Daily Floating Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Marginal interest | 2.40% | 2.40% |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - Interest Rate Swap - USD ($) $ in Thousands | Apr. 01, 2020 | Mar. 20, 2020 | Dec. 31, 2022 | Jun. 30, 2022 |
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative entering date | Apr. 01, 2020 | Mar. 20, 2020 | ||
Notional amount | $ 10,000 | $ 20,000 | $ 30,000 | $ 30,000 |
Derivative fixed interest rate | 0.5865% | 0.635% | ||
Derivative maturity date | Mar. 13, 2025 | Mar. 13, 2025 | ||
Deposit and Other Assets | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Fair value | $ 2,432 | $ 1,846 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | ||
Preferred stock, par value, per share | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value, per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock | |||
Class Of Stock [Line Items] | |||
Shares authorized to repurchase under the stock repurchase program | 5,000,000 | ||
Repurchase program, common stock purchased shares | 839,864 | 870,733 | |
Repurchase program, common stock purchased value at cost, average cost per share | $ 5.95 | $ 7.18 | |
Repurchase program, common stock purchased value at cost | $ 5,000 | $ 6,256 |
Variable Interest Entity and _2
Variable Interest Entity and Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | ||||
Change in non-controlling interest | $ 89 | $ 76 | $ 168 | $ 162 |
Radiant Capital Partners, LLC | ||||
Variable Interest Entity [Line Items] | ||||
Change in non-controlling interest | 89 | 76 | 168 | 162 |
Radiant Logistics Partners LLC | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Variable interest entity, measure of activity, operating income or loss | $ 149 | $ 127 | $ 280 | $ 271 |
Radiant Logistics Partners LLC | Radiant Global Logistics, Inc. | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 40% | |||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of ownership interests | 60% | 60% | ||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 60% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets (Liabilities) Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | $ (5,327) | $ (5,530) |
Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | 2,432 | 1,846 |
Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | (5,327) | (5,530) |
Level 3 | Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | $ 2,432 | $ 1,846 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value Assets (Liabilities) Measured on Recurring Basis Unobservable Input Reconciliation (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jun. 30, 2022 | |
Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Increase related to acquisition | $ 0 | |
Balance, Beginning | 1,846 | $ 6 |
Contingent consideration paid | 0 | 0 |
Change in fair value | 586 | 1,840 |
Balance, Ending | 2,432 | 1,846 |
Level 3 | Contingent Consideration | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance, Beginning | (5,530) | (7,263) |
Increase related to acquisition | (1,987) | |
Contingent consideration paid | 2,500 | 2,500 |
Change in fair value | (310) | (767) |
Balance, Ending | $ (5,327) | $ (5,530) |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Cascade Enterprises of Minnesota, Inc. | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Cascade Enterprises of Minnesota, Inc. | Level 3 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, fair value | $ (1,987) |
Cascade Enterprises of Minnesota, Inc. | Level 3 | Measurement Input, Actual and Projected EBITDA Over Three-year Earnout Period | Minimum | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, projected EBITDA | $ 9,800 |
Cascade Enterprises of Minnesota, Inc. | Level 3 | Measurement Input, Risk Adjusted Discount Rate | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, discount rate | 0.169 |
Don Cameron and Associates, Inc. | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Don Cameron and Associates, Inc. | Level 3 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, fair value | $ (3,340) |
Don Cameron and Associates, Inc. | Level 3 | Measurement Input, Actual and Projected EBITDA Over Three-year Earnout Period | Minimum | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, projected EBITDA | $ 15,200 |
Don Cameron and Associates, Inc. | Level 3 | Measurement Input, Risk Adjusted Discount Rate | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, discount rate | 0.120 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration (Parenthetical) (Detail) | 6 Months Ended |
Dec. 31, 2022 | |
Cascade Enterprises of Minnesota, Inc. | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, earnout period | 2 years |
Don Cameron and Associates, Inc. | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, earnout period | 3 years |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax expense | $ 2,628 | $ 2,840 | $ 5,890 | $ 5,449 |
Deferred income tax benefit | (1,168) | (327) | (1,666) | (534) |
Income tax expense | $ 1,460 | $ 2,513 | $ 4,224 | $ 4,915 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Effective tax rate | 24.38% | 25.42% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Nov. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate intrinsic value of options exercised | $ 330 | ||||
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense (reversals) | $ 661 | $ 410 | 1,252 | $ 737 | |
Employee service share-based compensation cost not yet recognized, share-based awards other than options | 4,298 | $ 4,298 | |||
Employee service share-based Compensation cost, total compensation cost not yet recognized, period for recognition | 2 years 3 days | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||||
Share-based compensation expense (reversals) | 18 | 12 | $ 36 | 35 | |
Employee service share-based Compensation cost, total compensation cost not yet recognized, period for recognition | 3 years 5 months 1 day | ||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||
Share-based compensation arrangement by share-based payment award, vesting period percentage | 20% | ||||
Aggregate intrinsic value of options exercised | 327 | $ 568 | $ 330 | $ 583 | |
Employee service share-based compensation cost, total compensation cost not yet recognized stock options | $ 244 | $ 244 | |||
2021 Omnibus Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized for issuance | 3,250,000 | ||||
Share-based compensation arrangement by share-based payment award, expiration date | Nov. 16, 2031 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share Based Compensation Restricted Stock Activity (Detail) - Restricted Stock | 6 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Units, Unvested, Beginning Balance | shares | 962,998 |
Number of Units, Vested | shares | (246,229) |
Number of Units, Granted | shares | 333,803 |
Number of Units, Forfeited | shares | (6,143) |
Number of Units, Unvested, Ending Balance | shares | 1,044,429 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 6.17 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.56 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 6.90 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 5.88 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 6.55 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-Based Compensation Stock Options Activity (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Shares, Outstanding, Beginning Balance | shares | 1,105,084 | |
Number of Shares, Exercised | shares | (101,274) | |
Number of Shares, Outstanding, Ending Balance | shares | 1,003,810 | 1,105,084 |
Number of Shares, Exercisable, Ending Balance | shares | 923,810 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 4.06 | |
Weighted Average Exercise Price, Exercised | $ / shares | 1.91 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | 4.27 | $ 4.06 |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ / shares | $ 4 | |
Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 14 days | 2 years 3 months 18 days |
Weighted Average Remaining Contractual Life - Years, Exercisable Ending Balance | 2 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding Balance | $ | $ 1,079 | $ 3,719 |
Aggregate Intrinsic Value, Exercised | $ | 330 | |
Aggregate Intrinsic Value, Exercisable Ending Balance | $ | $ 1,079 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Legal proceedings | $ 0 |
Number of days earn-out payments due following the quarter of the final earn-out period | 90 days |
Friedway Enterprises Inc and CIC2 Inc [Member] | |
Loss Contingencies [Line Items] | |
Earn-out payments terms | Earn-out payments are generally due annually on November 1st and 90 days following the quarter of the final earn-out period for each respective acquisition. |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Potential Earn-Out Payments (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Earn Out Payments Payable [Line Items] | |
2023 (remaining) | $ 342 |
2024 | 3,880 |
2025 | 1,105 |
Total | 5,327 |
Cash | |
Earn Out Payments Payable [Line Items] | |
2023 (remaining) | 342 |
2024 | 3,880 |
2025 | 1,105 |
Total | $ 5,327 |
Operating and Geographic Segm_3
Operating and Geographic Segment Information - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Operating and Geographic Segm_4
Operating and Geographic Segment Information - Segment Reporting (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 278,119 | $ 335,778 | $ 609,090 | $ 635,176 | |
Income (loss) from operations | 7,144 | 10,056 | 18,039 | 20,518 | |
Other income (expense) | (759) | (928) | (378) | (1,293) | |
Income (loss) before income taxes | 6,385 | 9,128 | 17,661 | 19,225 | |
Depreciation and amortization | 6,914 | 4,447 | 13,693 | 8,702 | |
Total assets | 469,859 | 524,154 | 469,859 | 524,154 | $ 497,351 |
Property, technology, and equipment, net | 23,663 | 26,145 | 23,663 | 26,145 | 24,823 |
Goodwill | 88,924 | 85,925 | 88,924 | 85,925 | $ 88,199 |
Operating Segments | US | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 237,791 | 297,701 | 527,809 | 561,338 | |
Income (loss) from operations | 8,264 | 10,338 | 20,291 | 22,057 | |
Other income (expense) | (162) | 122 | 150 | 321 | |
Income (loss) before income taxes | 8,102 | 10,460 | 20,441 | 22,378 | |
Depreciation and amortization | 1,611 | 1,095 | 3,137 | 2,030 | |
Total assets | 358,179 | 437,674 | 358,179 | 437,674 | |
Property, technology, and equipment, net | 10,086 | 12,933 | 10,086 | 12,933 | |
Goodwill | 68,991 | 64,561 | 68,991 | 64,561 | |
Operating Segments | Canada | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 40,386 | 39,040 | 81,536 | 74,819 | |
Income (loss) from operations | 5,370 | 3,844 | 10,806 | 7,254 | |
Other income (expense) | 189 | 73 | 350 | 162 | |
Income (loss) before income taxes | 5,559 | 3,917 | 11,156 | 7,416 | |
Depreciation and amortization | 811 | 893 | 1,569 | 1,691 | |
Total assets | 111,680 | 86,480 | 111,680 | 86,480 | |
Property, technology, and equipment, net | 13,577 | 13,212 | 13,577 | 13,212 | |
Goodwill | 19,933 | 21,364 | 19,933 | 21,364 | |
Corporate/Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (58) | (963) | (255) | (981) | |
Income (loss) from operations | (6,490) | (4,126) | (13,058) | (8,793) | |
Other income (expense) | (786) | (1,123) | (878) | (1,776) | |
Income (loss) before income taxes | (7,276) | (5,249) | (13,936) | (10,569) | |
Depreciation and amortization | 4,492 | 2,459 | 8,987 | 4,981 | |
Total assets | 0 | 0 | 0 | 0 | |
Property, technology, and equipment, net | 0 | 0 | 0 | 0 | |
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 01, 2022 | Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Lease abandonment charge | $ 30 | $ 30 | |||
Navegate, Inc | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, cash | $ 35,000 | ||||
Net working capital settlement | 3,852 | ||||
Aggregate purchase price | $ 38,852 | ||||
Navegate, Inc | Saltspring Capital, LLC. | |||||
Business Acquisition [Line Items] | |||||
Net working capital settlement | $ 3,852 | ||||
Navegate, Inc | United States | |||||
Business Acquisition [Line Items] | |||||
Period of goodwill deductible for income tax | 15 years | ||||
Cascade Enterprises of Minnesota, Inc. | |||||
Business Acquisition [Line Items] | |||||
Business acqusition effective date | Oct. 01, 2022 | ||||
Payments to acquire businesses, cash | $ 3,250 | ||||
Aggregate purchase price | $ 5,237 | ||||
Cascade Enterprises of Minnesota, Inc. | United States | |||||
Business Acquisition [Line Items] | |||||
Period of goodwill deductible for income tax | 10 years |
Business Combination - Schedule
Business Combination - Schedule of Fair Value of Consideration Transferred for Acquisitions and the Allocation of Purchase Price to Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Oct. 01, 2022 | Nov. 30, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 88,924 | $ 88,199 | $ 85,925 | ||
Navegate, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 35,000 | ||||
Net working capital adjustment | 3,852 | ||||
Current assets | 19,187 | ||||
Technology and equipment | 1,434 | ||||
Intangible assets | 19,022 | ||||
Other long-term assets | 1,621 | ||||
Liabilities assumed | (18,836) | ||||
Total identifiable net assets | 22,428 | ||||
Goodwill | 16,424 | ||||
Net assets acquired | 38,852 | ||||
Navegate, Inc | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Cash | 35,000 | ||||
Net working capital adjustment | 0 | ||||
Current assets | 19,187 | ||||
Technology and equipment | 1,434 | ||||
Intangible assets | 17,834 | ||||
Other long-term assets | 1,621 | ||||
Liabilities assumed | (18,836) | ||||
Total identifiable net assets | 21,240 | ||||
Goodwill | 13,760 | ||||
Net assets acquired | 35,000 | ||||
Navegate, Inc | Adjustment | |||||
Business Acquisition [Line Items] | |||||
Net working capital adjustment | 3,852 | ||||
Current assets | 0 | ||||
Technology and equipment | 0 | ||||
Intangible assets | 1,188 | ||||
Other long-term assets | 0 | ||||
Liabilities assumed | 0 | ||||
Total identifiable net assets | 1,188 | ||||
Goodwill | 2,664 | ||||
Net assets acquired | $ 3,852 | ||||
Cascade Enterprises of Minnesota, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 3,250 | ||||
Contingent consideration | 1,987 | ||||
Deposits and other assets | 3 | ||||
Operating lease right-of-use asset | 34 | ||||
Intangible assets | 3,468 | ||||
Operating lease liability | 34 | ||||
Total identifiable net assets | 3,471 | ||||
Goodwill | 1,766 | ||||
Net assets acquired | $ 5,237 |
Business Combination - Schedu_2
Business Combination - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||||
Oct. 01, 2022 | Nov. 30, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | ||
Business Acquisition [Line Items] | |||||
Acquired intangible assets | $ 138,822 | $ 137,006 | |||
Navegate, Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 19,022 | ||||
Navegate, Inc | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 17,834 | ||||
Navegate, Inc | Adjustment | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 1,188 | ||||
Cascade Enterprises of Minnesota, Inc. | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 3,468 | ||||
Customer related | |||||
Business Acquisition [Line Items] | |||||
Acquired intangible assets | 117,098 | 114,974 | |||
Customer related | Navegate, Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 13,302 | ||||
Finite-lived intangibles assets, useful life | 14 years 10 months 24 days | ||||
Customer related | Navegate, Inc | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 12,392 | ||||
Customer related | Navegate, Inc | Adjustment | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 910 | ||||
Customer related | Cascade Enterprises of Minnesota, Inc. | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 3,468 | ||||
Finite-lived intangibles assets, useful life | 10 years | ||||
Developed technology | |||||
Business Acquisition [Line Items] | |||||
Acquired intangible assets | [1] | $ 4,091 | $ 4,091 | ||
Finite-lived intangibles assets, useful life | 5 years | ||||
Developed technology | Navegate, Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 4,091 | ||||
Finite-lived intangibles assets, useful life | 4 years 10 months 24 days | ||||
Developed technology | Navegate, Inc | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 3,942 | ||||
Developed technology | Navegate, Inc | Adjustment | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 149 | ||||
Trade name | Navegate, Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,629 | ||||
Finite-lived intangibles assets, useful life | 9 years 10 months 24 days | ||||
Trade name | Navegate, Inc | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,500 | ||||
Trade name | Navegate, Inc | Adjustment | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 129 | ||||
[1] Developed technology was acquired as one of the assets obtained in the acquisition of Navegate, Inc., which is described in Note 17. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended |
Jan. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Lease term expiration month and year | 2032-05 | |
Subsequent Event | ||
Class of Stock [Line Items] | ||
Lease term expiration month and year | 2033-11 | |
Undiscounted future lease payments | $ 2,092 |