10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended December 31, 2021


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

For the transition period from to

Commission File Number 001-35392

RADIANT LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

04-3625550

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

Triton Tower Two

700 S Renton Village Place, Seventh Floor

Renton, Washington 98057

(Address of principal executive offices) (Zip Code)

(425) 462-1094

(Registrant’s telephone number, including area code)

N/A

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 Par Value	RLGT	NYSE American

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

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

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


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

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

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

There were 49,443,305 shares outstanding of the registrant’s common stock as of February 1, 2022.

RADIANT LOGISTICS, INC.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of December 31, 2021 and June 30, 2021	3

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2021 and 2020	4

	Condensed Consolidated Statements of Changes in Equity for the three and six months ended December 31, 2021 and 2020	5

	Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2021 and 2020	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	39

Item 6.	Exhibits	41

Signatures		42

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets


	December 31,			June 30,
(In thousands, except share and per share data)	2021			2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	17,195		$	13,696
Accounts receivable, net of allowance of $2,051 and $1,489, respectively		158,950			117,349
Contract assets		73,268			27,753
Prepaid expenses and other current assets		35,354			17,512
Total current assets		284,767			176,310

Property, technology, and equipment, net		26,145			24,151

Goodwill		85,925			72,582
Intangible assets, net		53,832			41,404
Operating lease right-of-use assets		35,955			39,022
Deposits and other assets		3,316			3,124
Long-term restricted cash		635			648
Total other long-term assets		179,663			156,780
Total assets	$	490,575		$	357,241

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	136,309		$	87,941
Operating partner commissions payable		19,395			13,779
Accrued expenses		10,588			6,801
Income tax payable		1,411			2,713
Current portion of notes payable		4,508			4,446
Current portion of operating lease liability		7,326			6,989
Current portion of finance lease liability		676			743
Current portion of contingent consideration		2,600			2,600
Other current liabilities		1,200			345
Total current liabilities		184,013			126,357

Notes payable, net of current portion		92,091			24,000
Operating lease liability, net of current portion		32,496			34,899
Finance lease liability, net of current portion		1,497			1,809
Contingent consideration, net of current portion		2,618			4,663
Deferred income taxes		8,528			4,021
Other long-term liabilities		39			89
Total long-term liabilities		137,269			69,481
Total liabilities		321,282			195,838

Commitments and contingencies (Note 15)

Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized; 51,171,531 and 50,832,205 shares issued, and 49,398,982 and 49,930,389 shares outstanding, respectively		33			32
Additional paid-in capital		105,256			104,228
Treasury stock, at cost, 1,772,549 and 901,816 shares, respectively		(10,914	)		(4,658	)
Retained earnings		74,394			60,367
Accumulated other comprehensive income		219			1,141
Total Radiant Logistics, Inc. stockholders’ equity		168,988			161,110
Non-controlling interest		305			293
Total equity		169,293			161,403
Total liabilities and equity	$	490,575		$	357,241

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

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended December 31,						Six Months Ended December 31,
(In thousands, except share and per share data)	2021			2020			2021			2020
Revenues	$	332,768		$	218,805		$	618,884		$	394,682

Operating expenses:
Cost of transportation and other services		261,179			163,504			482,411			293,416
Operating partner commissions		31,049			24,036			59,514			42,625
Personnel costs		16,688			13,735			32,304			26,512
Selling, general and administrative expenses		8,352			5,568			15,143			11,224
Depreciation and amortization		4,447			4,085			8,702			8,243
Change in fair value of contingent consideration		455			1,850			455			1,850
Total operating expenses		322,170			212,778			598,529			383,870

Income from operations		10,598			6,027			20,355			10,812

Other income (expense):
Interest income		4			3			6			12
Interest expense		(749	)		(728	)		(1,357	)		(1,308	)
Foreign currency transaction gain (loss)		104			(193	)		375			(172	)
Change in fair value of interest rate swap contracts		(378	)		(110	)		(424	)		(130	)
Other		91			291			108			382
Total other expense		(928	)		(737	)		(1,292	)		(1,216	)

Income before income taxes		9,670			5,290			19,063			9,596

Income tax expense		(2,646	)		(1,402	)		(4,874	)		(2,479	)

Net income		7,024			3,888			14,189			7,117
Less: net income attributable to non-controlling interest		(76	)		(76	)		(162	)		(217	)

Net income attributable to Radiant Logistics, Inc.	$	6,948		$	3,812		$	14,027		$	6,900

Other comprehensive income (loss):
Foreign currency translation gain (loss)		117			1,602			(922	)		(394	)
Comprehensive income	$	7,141		$	5,490		$	13,267		$	6,723

Income per share:
Basic	$	0.14		$	0.08		$	0.28		$	0.14
Diluted	$	0.14		$	0.07		$	0.28		$	0.14

Weighted average common shares outstanding:
Basic		49,657,547			49,815,191			49,789,304			49,696,891
Diluted		50,775,714			51,115,524			50,946,096			51,020,456

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

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Changes in Equity

Three and Six Months Ended December 31, 2021

(unaudited)


	RADIANT LOGISTICS, INC. STOCKHOLDERS' EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders'			Non- Controlling			Total
(In thousands, except share and per share data)	Shares			Amount		Capital			Stock			Earnings		Income (Loss)			Equity			Interest			Equity
Balance as of June 30, 2021		49,930,389		$	32	$	104,228		$	(4,658	)	$	60,367	$	1,141		$	161,110		$	293		$	161,403
Repurchase of common stock		(254,894	)		—		—			(1,675	)		—		—			(1,675	)		—			(1,675	)
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid		115,616			—		(342	)		—			—		—			(342	)		—			(342	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		21,553			—		124			—			—		—			124			—			124
Share-based compensation		—			—		350			—			—		—			350			—			350
Net income		—			—		—			—			7,079		—			7,079			86			7,165
Other comprehensive loss		—			—		—			—			—		(1,039	)		(1,039	)		—			(1,039	)
Balance as of September 30, 2021		49,812,664		$	32	$	104,360		$	(6,333	)	$	67,446	$	102		$	165,607		$	379		$	165,986

Issuance of common stock to shareholders of acquired business		40,000			—		244			—			—		—			244			—			244
Repurchase of common stock		(615,839	)		—		—			(4,581	)		—		—			(4,581	)		—			(4,581	)
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid		43,326			1		(50	)		—			—		—			(49	)		—			(49	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		118,831			—		280			—			—		—			280			—			280
Distribution to non-controlling interest		—			—		—			—			—		—			—			(150	)		(150	)
Share-based compensation		—			—		422			—			—		—			422			—			422
Net income		—			—		—			—			6,948		—			6,948			76			7,024
Other comprehensive income		—			—		—			—			—		117			117			—			117
Balance as of December 31, 2021		49,398,982		$	33	$	105,256		$	(10,914	)	$	74,394	$	219		$	168,988		$	305		$	169,293

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

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Changes in Equity (continued)

Three and Six Months Ended December 31, 2020

(unaudited)

RADIANT LOGISTICS, INC. STOCKHOLDERS' EQUITY