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 March 31, 2022

Or

☐ 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 49,456,377 shares outstanding of the registrant’s common stock as of May 2, 2022.

RADIANT LOGISTICS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2022 and June 30, 2021	3
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2022 and 2021	4
	Condensed Consolidated Statements of Changes in Equity for the three and nine months ended March 31, 2022 and 2021	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2022 and 2021	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	38
Item 4.	Controls and Procedures	39
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 6.	Exhibits	41
Signatures		42

2

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

	March 31,			June 30,
(In thousands, except share and per share data)	2022			2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	40,046		$	13,696
Accounts receivable, net of allowance of $2,964 and $1,489, respectively		206,051			117,349
Contract assets		59,894			27,753
Prepaid expenses and other current assets		36,545			17,512
Total current assets		342,536			176,310
Property, technology, and equipment, net		25,947			24,151
Goodwill		88,813			72,582
Intangible assets, net		52,366			41,404
Operating lease right-of-use assets		39,905			39,022
Deposits and other assets		4,725			3,124
Long-term restricted cash		642			648
Total other long-term assets		186,451			156,780
Total assets	$	554,934		$	357,241
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	164,932		$	87,941
Operating partner commissions payable		16,038			13,779
Accrued expenses		11,512			6,801
Income tax payable		4,271			2,713
Current portion of notes payable		4,632			4,446
Current portion of operating lease liability		7,290			6,989
Current portion of finance lease liability		627			743
Current portion of contingent consideration		2,600			2,600
Other current liabilities		291			345
Total current liabilities		212,193			126,357
Notes payable, net of current portion		109,025			24,000
Operating lease liability, net of current portion		36,730			34,899
Finance lease liability, net of current portion		1,363			1,809
Contingent consideration, net of current portion		2,770			4,663
Deferred income taxes		7,629			4,021
Other long-term liabilities		39			89
Total long-term liabilities		157,556			69,481
Total liabilities		369,749			195,838
Commitments and contingencies (Note 15)
Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized; 51,219,047 and 50,832,205     shares issued, and 49,446,498 and 49,930,389 shares outstanding, respectively		33			32
Additional paid-in capital		105,784			104,228
Treasury stock, at cost, 1,772,549 and 901,816 shares, respectively		(10,914	)		(4,658	)
Retained earnings		88,733			60,367
Accumulated other comprehensive income		698			1,141
Total Radiant Logistics, Inc. stockholders’ equity		184,334			161,110
Non-controlling interest		851			293
Total equity		185,185			161,403
Total liabilities and equity	$	554,934		$	357,241

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

3

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
(In thousands, except share and per share data)	2022			2021			2022			2021
Revenues	$	460,899		$	236,532		$	1,079,783		$	631,214
Operating expenses:
Cost of transportation and other services		376,036			179,732			858,447			473,148
Operating partner commissions		31,311			23,761			90,825			66,386
Personnel costs		19,907			14,229			52,211			40,741
Selling, general and administrative expenses		10,312			6,688			25,454			17,910
Depreciation and amortization		4,684			4,174			13,386			12,418
Change in fair value of contingent consideration		152			2,500			607			4,350
Total operating expenses		442,402			231,084			1,040,930			614,953
Income from operations		18,497			5,448			38,853			16,261
Other income (expense):
Interest income		4			3			10			14
Interest expense		(1,001	)		(611	)		(2,359	)		(1,919	)
Foreign currency transaction gain (loss)		105			14			480			(158	)
Change in fair value of interest rate swap contracts		1,985			(512	)		1,562			(642	)
Gain on forgiveness of debt		—			1,414			—			1,414
Other		32			281			140			663
Total other income (expense)		1,125			589			(167	)		(628	)
Income before income taxes		19,622			6,037			38,686			15,633
Income tax expense		(4,527	)		(976	)		(9,402	)		(3,455	)
Net income		15,095			5,061			29,284			12,178
Less: net income attributable to non-controlling interest		(756	)		(77	)		(918	)		(294	)
Net income attributable to Radiant Logistics, Inc.	$	14,339		$	4,984		$	28,366		$	11,884
Other comprehensive income (loss):
Foreign currency translation gain (loss)		479			567			(443	)		173
Comprehensive income	$	15,574		$	5,628		$	28,841		$	12,351
Income per share:
Basic	$	0.29		$	0.10		$	0.57		$	0.24
Diluted	$	0.28		$	0.10		$	0.56		$	0.23
Weighted average common shares outstanding:
Basic		49,443,267			50,034,950			49,675,642			49,807,932
Diluted		50,632,293			51,359,441			50,843,179			51,131,806

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

4

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Changes in Equity

Three and Nine Months Ended March 31, 2022

(unaudited)

	RADIANT LOGISTICS, INC. STOCKHOLDERS' EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders'			Non- Controlling			Total
(In thousands, except share and per share data)	Shares			Amount		Capital			Stock			Earnings		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		—			—