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.

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 ~~48,181,256~~46,942,916 shares outstanding of the registrant’s common stock as of ~~March 20,~~November 3, 2023.

As previously reported, Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company”, “we” or “us”) were unable to timely file our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 as a result of the Audit and Executive Oversight Committee of the Board of Directors of the Company, after meeting with management and consultation with Moss Adams LLP, its current registered independent public accounting firm, and BDO USA, LLP, its predecessor registered independent public accounting firm, concluding that the Company’s previously issued financial statements for the fiscal year ended June 30, 2021 included in its Annual Report on Form 10-K, each of the interim financial statements for the quarterly periods in fiscal year 2021 included in its Quarterly Reports on Form 10-Q, and each of the interim financial statements for the quarterly periods in fiscal year 2022 included in its Quarterly Reports on Form 10-Q (cumulatively, the “Restatement Periods”) should be restated to correct historical errors related principally to the timing of recognition of the Company’s estimated accrual of in-transit revenues and related costs.

Please refer to the Explanatory Note to our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, which was filed on February 27, 2023, for more information regarding the restatement. For a more detailed discussion of the correction of historical errors in the Restatement Periods, including for the quarterly period ended September 30, 2021, refer to Note 2 and 20 to the consolidated financial statements of the Company included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.


	September 30,			June 30,			September 30,			June 30,
(In thousands, except share and per share data)	2022			2022			2023			2023
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	23,714		$	24,442		$	35,867		$	32,456
Accounts receivable, net of allowance of $2,842 and $2,983, respectively		164,438			186,492
Accounts receivable, net of allowance of $2,784 and $2,776, respectively								116,318			126,725
Contract assets		49,967			61,154			6,473			6,180
Income tax receivable								475			—
Prepaid expenses and other current assets		15,327			17,256			12,600			15,211
Total current assets		253,446			289,344			171,733			180,572

Property, technology, and equipment, net		22,890			24,823			25,476			25,389

Goodwill		86,751			88,199			88,709			89,203
Intangible assets, net		43,000			48,545			34,011			36,641
Operating lease right-of-use assets		44,143			41,111			52,874			56,773
Deposits and other assets		5,703			4,704			5,023			5,163
Long-term restricted cash		581			625
Total other long-term assets		180,178			183,184			180,617			187,780
Total assets	$	456,514		$	497,351		$	377,826		$	393,741

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	122,243		$	137,853		$	80,145		$	84,561
Operating partner commissions payable		19,030			18,731			14,260			18,360
Accrued expenses		9,387			11,349			9,013			8,739
Income tax payable		547			4,035			—			369
Current portion of notes payable		4,331			4,575			2,903			4,107
Current portion of operating lease liability		10,027			7,641
Current portion of finance lease liability		538			577
Current portion of operating lease liabilities								10,927			11,273
Current portion of finance lease liabilities								626			620
Current portion of contingent consideration		2,600			2,600			246			3,886
Other current liabilities		297			303			254			258
Total current liabilities		169,000			187,664			118,374			132,173

Notes payable, net of current portion		40,300			66,719
Operating lease liability, net of current portion		38,712			37,776
Finance lease liability, net of current portion		1,084			1,223
Operating lease liabilities, net of current portion								48,544			52,120
Finance lease liabilities, net of current portion								963			1,121
Contingent consideration, net of current portion		3,090			2,930			209			287
Deferred income taxes		5,984			6,482
Deferred tax liabilities								2,597			2,944
Total long-term liabilities		89,170			115,130			52,313			56,472
Total liabilities		258,170			302,794			170,687			188,645

Commitments and contingencies (Note 15)

Equity:
Common stock, $0.001 par value, 100,000,000 shares authorized; 51,418,835 and 51,265,543 shares issued, and 48,674,710 and 48,740,935 shares outstanding, respectively		33			33
Common stock, $0.001 par value, 100,000,000 shares authorized; 51,733,187 and 51,603,386 shares issued, and 47,388,981 and 47,294,529 shares outstanding, respectively								33			33
Additional paid-in capital		106,314			106,146			109,066			108,516
Treasury stock, at cost, 2,744,125 and 2,524,608 shares, respectively		(17,344	)		(16,004	)
Treasury stock, at cost, 4,344,206 and 4,308,857 shares, respectively								(27,297	)		(27,067	)
Retained earnings		113,431			104,998			128,215			125,593
Accumulated other comprehensive loss		(4,274	)		(796	)		(3,333	)		(2,205	)
Total Radiant Logistics, Inc. stockholders’ equity		198,160			194,377			206,684			204,870
Non-controlling interest		184			180			455			226
Total equity		198,344			194,557			207,139			205,096
Total liabilities and equity	$	456,514		$	497,351		$	377,826		$	393,741

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


	Three Months Ended September 30,						Three Months Ended September 30,
(In thousands, except share and per share data)	2022			2021			2023			2022
				(as restated)
Revenues	$	330,971		$	299,398		$	210,797		$	330,971

Operating expenses:
Cost of transportation and other services		254,491			234,680			149,973			254,491
Operating partner commissions		30,106			27,561			23,782			30,106
Personnel costs		19,771			15,653			19,627			19,771
Selling, general and administrative expenses		8,770			6,790			9,475			8,770
Depreciation and amortization		6,778			4,252			4,525			6,778
Change in fair value of contingent consideration		160			—			(246	)		160
Total operating expenses		320,076			288,936			207,136			320,076

Income from operations		10,895			10,462			3,661			10,895

Other income (expense):
Interest income		40			3			585			40
Interest expense		(821	)		(609	)		(302	)		(821	)
Foreign currency transaction gain		467			271			96			467
Change in fair value of interest rate swap contracts		690			(46	)		(202	)		690
Other		5			16			27			5
Total other income (expense)		381			(365	)
Total other income								204			381

Income before income taxes		11,276			10,097			3,865			11,276

Income tax expense		(2,764	)		(2,402	)		(1,014	)		(2,764	)

Net income		8,512			7,695			2,851			8,512
Less: net income attributable to non-controlling interest		(79	)		(86	)		(229	)		(79	)

Net income attributable to Radiant Logistics, Inc.	$	8,433		$	7,609		$	2,622		$	8,433

Other comprehensive loss:
Other comprehensive income:
Foreign currency translation loss		(3,478	)		(1,039	)		(1,128	)		(3,478	)
Comprehensive income	$	5,034		$	6,656		$	1,723		$	5,034

Income per share:
Basic and diluted	$	0.17		$	0.15
Basic							$	0.06		$	0.17
Diluted							$	0.05		$	0.17

Weighted average common shares outstanding:
Basic		48,745,317			49,921,061			47,297,957			48,745,317
Diluted		50,303,012			51,116,478			49,076,185			50,303,012

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


	RADIANT LOGISTICS, INC. STOCKHOLDERS' EQUITY																									RADIANT LOGISTICS, INC. STOCKHOLDERS’ EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders'			Non- Controlling			Total			Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders’			Non- Controlling		Total
(In thousands, except share and per share data)	Shares			Amount		Capital			Stock			Earnings		Loss			Equity			Interest			Equity			Shares			Amount		Capital			Stock			Earnings		Loss			Equity			Interest		Equity
Balance as of June 30, 2022		48,740,935		$	33	$	106,146		$	(16,004	)	$	104,998	$	(796	)	$	194,377		$	180		$	194,557
Balance as of June 30, 2023																											47,294,529		$	33	$	108,516		$	(27,067	)	$	125,593	$	(2,205	)	$	204,870		$	226	$	205,096
Repurchase of common stock		(219,517	)		—		—			(1,340	)		—		—			(1,340	)		—			(1,340	)		(35,349	)		—		—			(230	)		—		—			(230	)		—		(230	)
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid		152,881			—		(442	)		—			—		—			(442	)		—			(442	)
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid																											127,868			—		(331	)		—			—		—			(331	)		—		(331	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		411			—		1			—			—		—			1			—			1			1,933			—		—			—			—		—			—			—		—
Distribution to non-controlling interest		—			—		—			—			—		—			—			(75	)		(75	)
Share-based compensation		—			—		609			—			—		—			609			—			609			—			—		881			—			—		—			881			—		881
Net income		—			—		—			—			8,433		—			8,433			79			8,512			—			—		—			—			2,622		—			2,622			229		2,851
Other comprehensive loss		—			—		—			—			—		(3,478	)		(3,478	)		—			(3,478	)		—			—		—			—			—		(1,128	)		(1,128	)		—		(1,128	)
Balance as of September 30, 2022		48,674,710		$	33	$	106,314		$	(17,344	)	$	113,431	$	(4,274	)	$	198,160		$	184		$	198,344
Balance as of September 30, 2023																											47,388,981		$	33	$	109,066		$	(27,297	)	$	128,215	$	(3,333	)	$	206,684		$	455	$	207,139

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


	RADIANT LOGISTICS, INC. STOCKHOLDERS' EQUITY																								RADIANT LOGISTICS, INC. STOCKHOLDERS’ EQUITY
	Common Stock					Additional Paid-in			Treasury			Retained		Accumulated Other Comprehensive			Total Radiant Logistics, Inc. Stockholders'			Non- Controlling		Total			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			Shares			Amount		Capital			Stock			Earnings		Loss			Equity			Interest			Equity
												(as restated)					(as restated)					(as restated)
Balance as of June 30, 2021		49,930,389		$	32	$	104,228		$	(4,658	)	$	60,534	$	1,141		$	161,277		$	293	$	161,570
Balance as of June 30, 2022, as restated																										48,740,935		$	33	$	106,146		$	(16,004	)	$	104,998	$	(796	)	$	194,377		$	180		$	194,557
Repurchase of common stock		(254,894	)		—		—			(1,675	)		—		—			(1,675	)		—		(1,675	)		(219,517	)		—		—			(1,340	)		—		—			(1,340	)		—			(1,340	)
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 vesting of restricted stock units, net of taxes withheld and paid																										152,881			—		(442	)		—			—		—			(442	)		—			(442	)
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid		21,553			—		124			—			—		—			124			—		124			411			—		1			—			—		—			1			—			1
Distribution to non-controlling interest																										—			—		—			—			—		—			—			(75	)		(75	)
Share-based compensation		—			—		350			—			—		—			350			—		350			—			—		609			—			—		—			609			—			609
Net income		—			—		—			—			7,609		—			7,609			86		7,695			—			—		—			—			8,433		—			8,433			79			8,512
Other comprehensive loss		—			—		—			—			—		(1,039	)		(1,039	)		—		(1,039	)		—			—		—			—			—		(3,478	)		(3,478	)		—			(3,478	)
Balance as of September 30, 2021		49,812,664		$	32	$	104,360		$	(6,333	)	$	68,143	$	102		$	166,304		$	379	$	166,683
Balance as of September 30, 2022																										48,674,710		$	33	$	106,314		$	(17,344	)	$	113,431	$	(4,274	)	$	198,160		$	184		$	198,344

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


	Three Months Ended September 30,						Three Months Ended September 30,
(In thousands)	2022			2021			2023			2022
				(as restated)
OPERATING ACTIVITIES:
Net income	$	8,512		$	7,695		$	2,851		$	8,512
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Share-based compensation		609			350			881			609
Amortization of intangible assets		4,963			2,521			2,643			4,963
Depreciation and amortization of property, technology, and equipment		1,815			1,731			1,882			1,815
Deferred income tax benefit		(498	)		(207	)		(348	)		(498	)
Amortization of debt issuance costs		110			127			124			110
Change in fair value of contingent consideration		160			—			(246	)		160
Change in fair value of interest rate swap contracts								202			(690	)
Other		31			(33	)		151			(7	)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable		19,983			(26,811	)		9,760			22,716
Contract assets		11,079			(18,180	)		(305	)		8,384
Income tax receivable/payable		(3,562	)		(2,410	)
Income taxes								(863	)		(3,562	)
Prepaid expenses, deposits, and other assets		1,462			(5,593	)		2,502			1,985
Operating lease right-of-use assets		803			2,040			2,944			2,440
Accounts payable		(16,659	)		23,502			(4,091	)		(16,659	)
Operating partner commissions payable		299			962			(4,118	)		299
Accrued expenses and other liabilities		(2,099	)		311			298			(2,077	)
Operating lease liability		(2,327	)		(1,802	)
Net cash provided by (used for) operating activities		24,681			(15,797	)
Operating lease liabilities								(2,908	)		(1,871	)
Payment of contingent consideration								(3,473	)		—
Net cash provided by operating activities								7,886			26,629

INVESTING ACTIVITIES:
Purchases of property, technology, and equipment		(949	)		(1,456	)		(2,473	)		(949	)
Proceeds from sale of property, technology, and equipment		18			5			4			18
Net cash used for investing activities		(931	)		(1,451	)		(2,469	)		(931	)

FINANCING ACTIVITIES:
Proceeds from revolving credit facility		57,500			24,461			—			57,500
Repayments of revolving credit facility		(82,500	)		(9,461	)		—			(82,500	)
Payments of debt issuance costs		(741	)		—			(106	)		(741	)
Repayments of notes payable and finance lease liability		(1,267	)		(1,259	)
Repayments of notes payable and finance lease liabilities								(1,312	)		(1,270	)
Repurchases of common stock		(1,340	)		(1,675	)		(230	)		(1,340	)
Distribution to non-controlling interest		(75	)		—			—			(75	)
Proceeds from exercise of stock options		1			126			2			1
Payments of employee tax withholdings related to restricted stock awards and stock options		(442	)		(344	)
Net cash (used for) provided by financing activities		(28,864	)		11,848
Payments of employee tax withholdings related to restricted stock units and stock options								(333	)		(442	)
Net cash used for financing activities								(1,979	)		(28,867	)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash		4,342			1,166			(41	)		2,397

NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(772	)		(4,234	)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH								3,397			(772	)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD		25,067			14,345			33,062			25,067

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD	$	24,295		$	10,111		$	36,459		$	24,295

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Cash and cash equivalents	$	23,714		$	9,477		$	35,867		$	23,714
Long-term restricted cash		581			634
Total cash, cash equivalents, and restricted cash, end of period	$	24,295		$	10,111
Restricted cash								592			581
Total cash, cash equivalents, and restricted cash							$	36,459		$	24,295

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid	$	6,771		$	5,002		$	2,253		$	6,771
Interest paid	$	652		$	471		$	180		$	652

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

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~~The Company services a large and diversified account base across a range of industries and geographies, which ~~we support~~is supported from an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. ~~We provide~~The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who weare also ~~refer~~referred to as ~~our~~ “strategic operating ~~partners”,~~partners,” that operate exclusively on ~~our~~the Company’s behalf, and approximately 25 Company-owned offices. As a third-party logistics company, ~~we have~~the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in ~~our~~its 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,~~shipments, on behalf of its customers, of materials, products, equipment, and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. WeThe Company also ~~provide~~provides other value-added logistics services including materials management and distribution services (collectively, “materials management and distribution” or “MM&D” services), and customs house brokerage (“CHB”) services to complement ~~our~~its core transportation service offering.

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2022.~~2023.

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

~~Correction of Previously Reported Interim Condensed Consolidated Quarterly Financial Statement~~

The interim consolidated financial statements include corrections to the three months ended September 30, 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 an increase to net income attributable to Radiant Logistics, Inc. by $~~530~~ ~~and an increase to basic and diluted earnings per share by $0.01~~ from amounts previously reported for the three months ended September 30, 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 months ended September 30, 2021 were not impacted.

~~The restated consolidated balance sheet line items as of September 30, 2021 are as follows:~~

Originally Reported

Adjustment

Restated

(In thousands)

Q1

Q1

Q1

Contract assets

$
32,625

$
30,567

$
63,192

Total current assets

208,187

30,567

238,754

Total assets

383,074

30,567

413,641

Accounts payable

98,374

29,212

127,586

Operating partner commissions payable

15,645

382

16,027

Accrued expenses

7,162

49

7,211

Income tax payable

134

227

361

Total current liabilities

136,669

29,870

166,539

Total liabilities

217,088

29,870

246,958

Retained earnings

67,446

697

68,143

Total equity

165,986

697

166,683

~~The restated line items of the consolidated statements of comprehensive income for the three months ended September 30, 2021 are as follows:~~

Originally Reported

Adjustment

Restated

(In thousands, except per share data)

Q1

Q1

Q1

Revenues

$
286,115

$
13,283

$
299,398

Cost of transportation and other services

221,233

13,447

234,680

Operating partner commissions

28,465

(904
)

27,561

Personnel costs

15,616

37

15,653

Income from operations

9,759

703

10,462

Income tax expense

(2,229
)

(173
)

(2,402
)
Net income

7,165

530

7,695

Net income attributable to Radiant Logistics, Inc.

7,079

530

7,609

Income per share:

Basic

$
0.14

$
0.01

$
0.15

Diluted

$
0.14

$
0.01

$
0.15

~~The restated line items of the consolidated cash flow statements for the three months ended September 30, 2021 are as follows:~~

Originally Reported

Adjustment

Restated

(In thousands)
Three Months Ended
September 30, 2021

Three Months Ended
September 30, 2021

Three Months Ended
September 30, 2021

OPERATING ACTIVITIES:

Net income
$
7,165

$
530

$
7,695

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH (USED FOR) OPERATING ACTIVITIES

CHANGES IN OPERATING ASSETS AND LIABILITIES:

Contract assets

(4,897
)

(13,283
)

(18,180
)
Income tax receivable/payable

(2,583
)

173

(2,410
)
Accounts payable

10,055

13,447

23,502

Operating partner commissions payable

1,866

(904
)

962

Accrued expenses, other liabilities, and operating lease liability

(1,528
)

37

(1,491
)
Net cash (used for) operating activities

(15,797
)

—

(15,797
)

NOTE 32 – 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”,~~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.~~ownership interests.

b) Use of Estimates

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

c) Cash and Cash Equivalents ~~and Restricted Cash~~

The Company maintains its cash in bank deposit accounts that may, 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.

d) Restricted Cash

Restricted cash ~~includes~~ represents five months of interest ~~in a debt service reserve account for a~~payments on the Company’s senior secured ~~Canadian term~~ loan ~~which will mature on April 1, 2024.~~held by the lender that are required to be set aside. Restricted cash of $592 and $606 is included in prepaid expenses and other current assets in the condensed consolidated balance sheet as of September 30, 2023 and June 30, 2023, respectively. The Company combines ~~both~~ unrestricted and restricted cash ~~along with the cash balance~~ for presentation in the ~~Condensed Consolidated Statement~~condensed consolidated statements of ~~Cash Flows.~~cash flows.

d)e) Accounts Receivable

~~The Company’s receivables are recorded when~~Accounts receivable, which includes billed and ~~represent~~unbilled amounts, ~~owed by third-party customers, as well as amounts owed by strategic operating partners. The carrying value of the Company’s receivables,~~are stated net of the allowance for ~~doubtful accounts,~~credit losses and represents ~~their estimated~~the net ~~realizable value.~~amount expected to be collected. The Company ~~evaluates~~measures the ~~collectability~~expected credit losses on a collective (pool) basis based on the levels of delinquency (i.e., aging analysis) and applying an expected loss percentage rate to each pool when similar risk characteristics exist. The Company determines the allowance for credit losses by computing an expected loss percentage rate to each pool based upon its historical write-off experience, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately. Amounts for shipments delivered but unbilled were $22,395 and $22,515 as of September 30, 2023 and June 30, 2023, respectively.

Through a contractual arrangement, the Company records trade 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~~generated from independently owned strategic operating ~~partner locations~~partners operating under various Company brands. ~~Each~~Under these contracts, each strategic operating partner is responsible for some or all of the collection of ~~the~~its customer accounts ~~related to the underlying customers being serviced by such strategic operating partner.~~receivable. 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.~~Company for these receivables. The Company charges ~~each~~the respective strategic operating partner’s ~~bad debt reserve~~deposit 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~~If a deficit balance ~~when~~occurs in the strategic operating partners’ deposit account, these amounts ~~charged to this reserve account exceed amounts otherwise available. In these circumstances, a deficit bad debt reserve account is recognized~~are included as aaccounts receivable in the Company’s condensed consolidated financial statements. ~~Some~~For those strategic operating partners ~~are~~ not required to ~~establish~~maintain a ~~bad debt reserve; however, they are still responsible to make up for any deficits and~~deposit, 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~~these amounts ~~payable to the Company.~~are ultimately collected from these customers. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit ~~accounts,~~amounts, the Company would be at risk of loss for any such ~~amounts~~amounts. Due to the nature and ~~generally would reserve~~specific risk characteristics of these accounts, the Company evaluates these accounts separately in determining an allowance for ~~them.~~credit losses.

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


(In thousands)
Balance as of June 30, 2023	$	2,776
Write-offs		(190	)
Recoveries		197
Provision for credit losses		25
Foreign currency translation		(24	)

Balance as of September 30, 2023	$	2,784

e)f) Property, Technology, and Equipment

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

119

f)g) Goodwill

Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. ~~The Company performs its annual goodwill~~Goodwill is not amortized, but rather is reviewed for impairment ~~test as of April 1 of each year~~annually or more frequently if facts or circumstances indicate that ~~the~~its carrying amount may not be recoverable. ~~Based on the most recent annual impairment test and further review by management, the~~

The Company ~~concluded~~has determined that there ~~was~~are notwo ~~impairment.~~

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

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

The Company performs its annual goodwill impairment test as of April 1 of each year or more frequently if facts or circumstances indicate that the carrying amount may not be recoverable. As of September 30, ~~2022,~~2023, management believes ~~there are~~ no ~~indications of impairment.~~impairment exists.

g)h) Long-Lived Assets

Long-lived assets, such as property, technology, and equipment, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist.No ~~impairment losses of long-lived assets were recorded during the three months ended September 30, 2022 and 2021.~~

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

h)i) 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~~results and financial ~~results~~objectives 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.~~

1210

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)j) Revenue Recognition

The Company recognizes revenue to depict the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services. The Company’s revenues are primarily from transportation services, which include providing for the arrangement of freight, both domestically and internationally, through modes of ~~transportations,~~transportation, such as air freight, ocean freight, truckload, less than truckload, and intermodal. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers.

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

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

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

1311

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 months ended September 30, 2022 and 2021 are as follows:

Three Months Ended September 30, 2022

(In thousands)
United States

Canada

Corporate/ Eliminations

Total

Major service lines:

Transportation services
$
284,482

$
31,852

$
(197
)

$
316,137

Value-added services (1)

5,536

9,298

—

14,834

Total
$
290,018

$
41,150

$
(197
)

$
330,971

Timing of revenue recognition:

Services transferred over time
$
286,332

$
41,150

$
(197
)

$
327,285

Services transferred at a point in time

3,686

—

—

3,686

Total
$
290,018

$
41,150

$
(197
)

$
330,971

Three Months Ended September 30, 2021

(In thousands)
United States

Canada

Corporate/ Eliminations

Total

(as restated)

(as restated)

Major service lines:

Transportation services
$
260,924

$
29,333

$
(18
)

$
290,239

Value-added services (1)

2,713

6,446

—

9,159

Total
$
263,637

$
35,779

$
(18
)

$
299,398

Timing of revenue recognition:

Services transferred over time
$
262,762

$
35,779

$
(18
)

$
298,523

Services transferred at a point in time

875

—

—

875

Total
$
263,637

$
35,779

$
(18
)

$
299,398

~~(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 transportation services related to the ~~services provided while a shipment is still~~completed portion of in-transit shipments at period end, but 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.~~obligations. Upon completion of the performance obligations, which can vary in duration based upon the ~~method~~mode of ~~transport and billing~~transportation, the ~~customer, these amounts become classified within~~balance is included in accounts receivable.

Operating Partner and Other Commissions

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

14The Company records employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year.

Depreciation and amortization expenses related to property, technology, and equipment were $~~1,815~~1,882 and $~~1,731~~1,815 for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Computer software includes approximately $~~1,252~~883 and $~~1,032~~548 of software in development as of September 30, ~~2022~~2023 and June 30, ~~2022,~~2023, respectively.

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

~~The table below reflects the changes~~Changes in the carrying amount of goodwill ~~for the three months ended September 30, 2022:~~are as follows:


(In thousands)	Total
Balance as of June 30, 2022	$	88,199
Balance as of June 30, 2023				$	89,203
Foreign currency translation loss		(1,448	)		(494	)

Balance as of September 30, 2022	$	86,751
Balance as of September 30, 2023				$	88,709

~~We considered uncertainties as part~~Intangible Assets

Intangible assets consist of ~~our determination as to whether any triggering events occurred during~~ the three months ended September 30, 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, following:no


	September 30, 2023
(In thousands)	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer related	7.6 years	$	117,107	$	(88,913	)	$	28,194
Trade names and trademarks	7.4 years		15,420		(12,605	)		2,815
Developed technology	3.2 years		4,091		(1,500	)		2,591
Licenses	3.5 years		766		(498	)		268
Covenants not to compete	1.3 years		1,433		(1,290	)		143

		$	138,817	$	(104,806	)	$	34,011

~~impairment was identified for our goodwill as of September 30, 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.

1917

~~Intangible Assets~~


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

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

~~The Company is in~~

Amortization expense amounted to $2,643 and $4,963 for the ~~process of rebranding certain trade names. We will rebrand certain~~three months ended September 30, 2023 and 2022, respectively. Certain acquired trade names have been rebranded in connection with the Company’s long-term growth strategy ~~and make it more consistent~~for consistency across ~~our~~the business and to better serve ~~our~~its customers. WeThe Company 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~~expense from June 2022 to December 2022.

~~Intangible assets consisted of the following as of September 30, 2022 and June 30, 2022, respectively:~~

September 30, 2022

(In thousands)
Weighted
Average
Amortization
Period

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Customer related
7.2 years

$
113,104

$
(79,591
)

$
33,513

Trade names and trademarks
4.9 years

15,327

(9,838
)

5,489

Licenses
4.5 years

752

(414
)

338

Developed technology (1)
4.2 years

4,091

(682
)

3,409

Covenants not to compete
2.3 years

1,433

(1,182
)

251

$
134,707

$
(91,707
)

$
43,000

June 30, 2022

(In thousands)
Weighted
Average
Amortization
Period

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

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 $4,963~~ ~~and $2,521~~ ~~for the three months ended September 30, 2022 and 2021, respectively.~~ Future amortization expense for each of the next five fiscal years ending June 30 are as follows:


(In thousands)
2023 (remaining)	$	10,069
2024		9,854
2024 (remaining)			$	7,455
2025		7,863		8,112
2026		3,078		3,419
2027		2,506		2,844
2028				2,222

NOTE 8 – NOTES PAYABLE

Notes payable consist of the following:


	September 30,			June 30,			September 30,			June 30,
(In thousands)	2022			2022			2023			2023
Revolving Credit Facility	$	37,525		$	62,525
Senior Secured Loans		7,248			8,902
Senior secured loans							$	2,972		$	4,204
Unamortized debt issuance costs		(142	)		(133	)		(69	)		(97	)

Total notes payable		44,631			71,294			2,903			4,107
Less: current portion		(4,331	)		(4,575	)		(2,903	)		(4,107	)

Total notes payable, net of current portion	$	40,300		$	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)
$
3,221

2024

4,027

2025

—

2026

—

2027

—

Thereafter

37,525

Total
$
44,773


(In thousands)
2024 (remaining)	$	2,972

Total	$	2,972

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.~~2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150,000 tranche that may be loaned in U.S. Dollars and a $50,000 tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75,000 accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N. A., Bank of Montreal, KeyBank National Association, ~~MFUG~~MUFG 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~~18

Revolving Credit Facility dated March 13, 2020.Table of Contents

The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and ~~the~~its 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~~in U.S. Dollars 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~~Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; ~~and~~or 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%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility. As of September 30, ~~2022,~~2023, the ~~interest rate~~one-month SOFR was ~~4.34~~5.32%.

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

Senior Secured Loans

In connection with the Company’s acquisition of Radiant Canada, ~~(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~~Company’s 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 September 30, ~~2022,~~2023, the amount of $~~581~~592 is recorded as ~~long-term~~ restricted cash presented within prepaid expenses and other current assets in the accompanying condensed consolidated financial statements. The Company made interest-only payments for the first twelve months followed by monthly principal and interest payments of CAD$390 that will be paid through maturity. As of September 30, ~~2022,~~2023, $~~5,077~~1,969 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~~Company’s 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 September 30, ~~2022,~~2023, $~~2,171~~1,003 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 September 30, ~~2022,~~2023, 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 months ended September 30, 2022 to the lender, a waiver was received to extend the period within which financial statements may be submitted to the lender.

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~~the Company entered into an interest rate swap contract with Bank of America to trade variable interest cash inflows at one-month LIBOR for a $20,000 notional amount, for fixed interest cash outflows at 0.635%. On April 1, 2020, and effective April 2, 2020, ~~Radiant~~the Company entered into an interest rate swap contract with Bank of America to trade the variable interest cash inflows at one-month LIBOR for a $10,000 notional amount, for fixed interest cash outflows at 0.5865%. Both interest rate swap contracts mature and terminate on March 13, 2025.

The Company uses an interest rate ~~swap~~swaps for the management of interest rate risk exposure, as the interest rate ~~swap~~swaps effectively ~~converts~~convert a portion of the Company’s Revolving Credit Facility from a floating to a fixed rate. The interest rate ~~swap is an agreement~~swaps are agreements between the Company and Bank of America to pay, in the future, a ~~fixed-rate~~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~~contracts and the prevailing market interest rates. The Company may terminate the swap ~~contract~~contracts prior to ~~its~~their 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 September 30, 2022, the~~The derivative instruments had a total notional amount of $30,000 and a fair value of $~~2,536~~2,027 and $2,229 recorded in deposits and other assets in the condensed consolidated balance ~~sheets. As~~sheets as of September 30, 2023 and June 30, ~~2022, the derivative instruments had a total notional amount of $~~2023, respectively.~~30,000~~

~~and a fair value of $1,846~~ ~~recognized in deposits and other assets on the condensed consolidated balance sheets. Both~~Neither interest rate swap ~~contracts are not~~contract is designated as ~~hedges;~~a hedge, and 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.

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 aton September 30, ~~2022~~2023 or June 30, ~~2022.~~2023.

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 35,349 shares of its common stock at an average cost of $6.52 per share for an aggregate cost of $230, and 219,517 shares of its common stock at an average cost of $6.11 per share for an aggregate cost of $1,340 during the three months ended September 30, ~~2022. The Company purchased~~ ~~254,894~~ ~~shares of its common stock at an average cost of $6.57~~ ~~per share for an aggregate cost of $1,675~~ ~~during the three months ended September 30, 2021.~~2023 and 2022, respectively.

NOTE 11 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS

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

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

RLP recorded $382 and $132 in net income of which RCP’s distributable share was $229 and $79 for the three months ended September 30, ~~2022. RLP recorded $144~~ ~~in net income, of which RCP’s distributable share was $~~86 ~~for the three months ended September 30, 2021.~~2023 and 2022, respectively. The non-controlling interest recorded as a reduction of net income available to common stockholders in the condensed consolidated statements of comprehensive income represents RCP’s distributive share.

NOTE 12 – FAIR VALUE MEASUREMENT

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

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

•

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;

•

Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost); and

•

Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, ~~option-pricing,~~option pricing, and excess earning models.

Items Measured at Fair Value on a Recurring Basis

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


							Fair Value Measurements as of September 30, 2023
(In thousands)	Fair Value Measurements as of September 30, 2022						Level 3			Total
	Level 3			Total
Contingent consideration	$	(5,690	)	$	(5,690	)	$	(455	)	$	(455	)
Interest rate swap contracts (derivatives)		2,536			2,536			2,027			2,027

	Fair Value Measurements as of June 30, 2022						Fair Value Measurements as of June 30, 2023
	Level 3			Total
(In thousands)							Level 3			Total
Contingent consideration	$	(5,530	)	$	(5,530	)	$	(4,173	)	$	(4,173	)
Interest rate swap contracts (derivatives)		1,846			1,846			2,229			2,229

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


(In thousands)	Contingent Consideration			Interest Rate Swap Contracts (Derivatives)		Contingent Consideration			Interest Rate Swap Contracts (Derivatives)
Balance as of June 30, 2021	$	(7,263	)	$	6
Balance as of June 30, 2023						$	(4,173	)	$	2,229
Contingent consideration paid		2,500			—		3,473			—
Change in fair value		(767	)		1,840		246			(202	)

Balance as of June 30, 2022	$	(5,530	)	$	1,846
Change in fair value		(160	)		690

Balance as of September 30, 2022	$	(5,690	)	$	2,536
Balance as of September 30, 2023						$	(455	)	$	2,027

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.~~period. Contingent consideration is measured quarterly at fair value, and any change in the fair value of the contingent liability is included in the condensed consolidated statements of comprehensive income. The change in fair value in each period is principally attributable to a ~~net increase~~change in management’s estimates of future earn-out payments through the remainder of the earn-out periods.

The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in assumptions and operating results could have a significant impact on the earn-out amount ~~up to a maximum of $5,973~~through earn-out periods measured through ~~January 2023,~~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

Cascade ~~Contingent~~ contingentconsideration

(~~5,690~~455

)

~~Discounted cash flows~~Income approach

~~Actual and projected EBITDA~~Projected gross margin over the ~~three-year~~two-year earn-out period ending ~~January 2023~~September 2024

>$~~14,400~~6,300

~~Risk adjusted~~Risk-adjusted discount rate

1217.4

As discussed in Note 9, derivative instruments are carried at fair value on the condensed consolidated balance sheets. ~~Interest~~The fair market value of interest rate ~~swap contracts~~swaps are ~~included in deposits and other assets on September 30, 2022 and on June 30, 2022.~~determined using Level 3 unobservable inputs, specifically a pricing service proprietary to Bank of America.

Fair Value of Financial Instruments

The carrying ~~values~~amounts of the Company’s cash equivalents, receivables, contract assets, accounts payable, commissions payable, accrued expenses, and the income tax receivable and payable approximate the fair values due to the relatively short maturities of these instruments. The carrying ~~value~~amounts of the Company’s Revolving Credit Facility and notes payable would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. During the three months ended September 30, 2023, there were no transfers of financial instruments between Levels 1, 2, and 3.

NOTE 13 – INCOME TAXES

For the three months ended September 30, 2023 and 2022, ~~and 2021, respectively,~~ the ~~Company’s~~components of income tax expense ~~is composed of the following:~~are as follows:

Three Months Ended September 30,

(In thousands)
2022

2021

(as restated)

Current income tax expense (benefit)
$
3,262

$
2,609

Deferred income tax expense (benefit)

(498
)

(207
)

Income tax expense
$
2,764

$
2,402


	Three Months Ended September 30,
(In thousands)	2023			2022
Current income tax expense	$	1,362		$	3,262
Deferred income tax benefit		(348	)		(498	)

Income tax expense	$	1,014		$	2,764

The Company’s effective tax rates prior to discrete items for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022 are higher than the U.S. federal statutory rates primarily due to the jurisdictional mix of income and state taxes. Income tax expense for the three months ended September 30, ~~2022~~2023 results in an effective tax rate of ~~24.38~~27.68%, 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 inthrough the ~~quarter~~three months ended September 30, 2023 and is not a component of the Company’s annualized forecasted effective tax rate for the fiscal year ending June 30, ~~2023.~~2024. The actual income tax through the three months ended September 30, ~~2021~~2022 was ~~24.87~~24.38%, which was higher than the U.S. federal statutory rate due to ~~earnings in foreign operations~~jurisdictional mix of income and state taxes, and reduced by share-based compensation ~~benefits.~~benefits, which was discretely recognized in the quarter and was not a component of the Company’s annualized forecasted effective tax rate. The Company does notnot have any uncertain tax positions.

NOTE 14 – SHARE-BASED COMPENSATION

~~On November 17, 2021, the Company’s stockholders, upon recommendation of the Board of the Company, approved the~~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~~permits the Company’s ~~stockholders, on September 27, 2021.~~

Audit and Executive Committee to grant share-based awards to eligible employees, non-employee directors, and consultants of the Company. The 2021 ~~Plan~~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~~there are 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~~Units

The Company recognized share-based compensation expense related to restricted stock ~~awards~~units of $863 and $591 for the three months ended September 30, 2023 and 2022, ~~and $327~~ ~~for the three months ended September 30, 2021.~~respectively. As of September 30, ~~2022,~~2023, the Company had approximately $~~4,918~~5,447 of total unrecognized share-based compensation cost for restricted stock ~~awards. Such costs are~~units expected to be recognized over a weighted average period of approximately ~~2.23~~1.87 years.

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


	Number of Units			Weighted Average Grant Date Fair Value		Number of Units			Weighted Average Grant Date Fair Value
Unvested balance as of June 30, 2022		962,998		$	6.17
Unvested balance as of June 30, 2023							1,360,796		$	6.54
Vested		(218,693	)		5.57		(184,523	)		4.99
Granted		333,803			6.90		172,686			6.74
Forfeited		(5,678	)		5.80		(3,930	)		6.71

Unvested balance as of September 30, 2022		1,072,430		$	6.52
Unvested balance as of September 30, 2023							1,345,029		$	7.05

The table above includes a total of 607,068 restricted stock units with performance-based conditions as of September 30, 2023. These awards will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period.

Stock Options

Stock options are granted at exercise prices equal to the fair value of the common stock at the date of the grant and have a term of ten years. Generally, grants under each plan vest 20% annually over a five-year period from the date of grant. The Company recognized share-based compensation expense related to stock options of $18 for each of the three months ended September 30, ~~2022~~2023 and $23 ~~for the three months ended September 30, 2021.The aggregate intrinsic value of options exercised was $~~2 ~~for the three months ended September 30, 2022 and $~~14 ~~for the three months ended September 30, 2021.~~2022. As of September 30, ~~2022,~~2023, the Company had approximately $~~262~~190 of total unrecognized share-based compensation cost for stock ~~options. Such costs are~~options expected to be recognized over a weighted average period of approximately ~~3.68~~2.68 years.

The following table summarizes stock option activity under the plans:

Number of
Shares

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual Life
(Years)

Aggregate
Intrinsic Value
(In thousands)

Outstanding as of June 30, 2022

1,105,084

$
4.06

3.09

$
3,719

Exercised

(411
)

1.75

—

2

Outstanding as of September 30, 2022

1,104,673

$
4.06

2.84

$
1,990

Exercisable as of September 30, 2022

1,024,673

$
3.79

2.38

$
1,990


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (In thousands)
Outstanding as of June 30, 2023		946,514		$	4.37		2.40	$	2,302
Exercised		(3,104	)		2.21		—		12

Outstanding as of September 30, 2023		943,410		$	4.37		2.15	$	1,396

Exercisable as of September 30, 2023		883,410		$	4.16		1.77	$	1,396

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

The Company initiated claims against a former customer for ~~estimated losses relating~~unpaid accounts receivable. In response, the former customer has claimed damages against the Company for alleged fines and penalties, detention and demurrage charges paid or due to ~~claims~~carriers, and ~~lawsuits when available information indicates that a loss~~for damaged or lost product. The matter is ~~probable~~in its preliminary stage and the ~~amount of the~~Company is not yet able to reasonably estimate a possible loss or range of loss, ~~can be reasonably estimated. Legal expenses are expensed as incurred. There were~~ no ~~potentially~~if any. The Company intends to defend against these claims. The outcome of litigation is inherently unpredictable and subject to significant uncertainties. An adverse outcome could have a material ~~legal proceedings as of September 30, 2022.~~

~~On December 8, 2021, the Company detected a ransomware incident impacting certain of~~impact on the Company’s ~~operational~~results of operations 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.cash flows.

Contingent Consideration and Earn-out Payments

The Company’s agreements with respect to previous acquisitions contain future consideration provisions, which provide for the selling equity owners to receive additional consideration if specified operating ~~objectives~~results and financial ~~results~~objectives are achieved in future periods. Earn-out payments are generally due annually on November ~~1st,~~1st 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:

(In thousands)

2023
(remaining)

2024

Total

Earn-out payments:

Cash

$
2,551

$
3,139

$
5,690

Total estimated earn-out payments

$
2,551

$
3,139

$
5,690


(In thousands)	2024 (remaining)		2025		Total
Earn-out payments:
Cash	$	246	$	209	$	455

Total estimated earn-out payments	$	246	$	209	$	455

Other Contractual Commitments

26As of September 30, 2023, the Company has $2,292 of non-cancelable contractual commitments related to warehouse equipment and leasehold improvements associated with operating leases that have not yet commenced. The amounts are expected to be paid within one year.

NOTE 16 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION

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

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


As of and for the Three Months Ended September 30, 2022					Corporate/
As of and for the Three Months Ended September 30, 2023															Corporate/
(In thousands)	United States		Canada		Eliminations			Total			United States		Canada		Eliminations			Total
Revenues	$	290,018	$	41,150	$	(197	)	$	330,971		$	180,277	$	30,557	$	(37	)	$	210,797
Income from operations		12,027		5,436		(6,568	)		10,895
Other income (expense)		311		161		(91	)		381
Income before income taxes		12,338		5,597		(6,659	)		11,276
Income (loss) from operations												7,722		1,932		(5,993	)		3,661
Other income												53		70		81			204
Income (loss) before income taxes												7,775		2,002		(5,912	)		3,865
Depreciation and amortization		1,525		758		4,495			6,778			925		956		2,644			4,525
Total assets		368,204		88,310		—			456,514			273,368		104,458		—			377,826
Property, technology, and equipment, net		10,812		12,078		—			22,890			10,160		15,316		—			25,476
Goodwill		67,226		19,525		—			86,751			68,823		19,886		—			88,709

As of and for the Three Months Ended September 30, 2021	United States		Canada		Corporate/ Eliminations			Total

As of and for the Three Months Ended September 30, 2022															Corporate/
(In thousands)	(as restated)							(as restated)			United States		Canada		Eliminations			Total
Revenues	$	263,637	$	35,779	$	(18	)	$	299,398		$	290,018	$	41,150	$	(197	)	$	330,971
Income from operations		11,719		3,410		(4,667	)		10,462
Income (loss) from operations												13,791		5,436		(8,332	)		10,895
Other income (expense)		198		89		(652	)		(365	)		311		161		(91	)		381
Income before income taxes		11,917		3,499		(5,319	)		10,097
Income (loss) before income taxes												14,102		5,597		(8,423	)		11,276
Depreciation and amortization		932		798		2,522			4,252			1,056		758		4,964			6,778
Total assets		328,877		84,764		—			413,641			360,706		95,808		—			456,514
Property, technology, and equipment, net		12,089		11,511		—			23,600			10,812		12,078		—			22,890
Goodwill		50,801		21,290		—			72,091			67,226		19,525		—			86,751

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

This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in-line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our indebtedness; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; the impact of COVID-19 or any other health pandemic or environment event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel; labor and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from the ransomware incident that we reported in December of 2021 or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents, like the ransomware incident; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our need to restate our financial statements; our longer-term relationship with our senior lenders as a consequence of our need to restate our financial statements; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to remediate during fiscal year ~~2023~~2024 certain material weaknesses in our internal controls over financial reporting, and such other factors that may be identified from time to time in our Securities and Exchange Commission (“SEC”) filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1 Item 1A of this report. In addition, the global economic climate and additional or unforeseen effects from the COVID-19 pandemic or other unexpected health pandemics, may amplify many of these risks. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. We disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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

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

Through our operating locations across North America, we offer domestic, international air and ocean freight forwarding services and freight brokerage services, including truckload services, ~~LTL~~less than truckload (“LTL”) services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging the shipment, on behalf of our customers, of materials, products, equipment, and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL, and ~~UPS. Our services include~~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 ~~(“MM~~services (collectively, “materials management and distribution” or “MM&D”~~) services,~~ services), customs house brokerage (“CHB”) services and ~~technology platforms~~global trade management (“GTM”) services to complement our core transportation service offering.

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

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

The ~~COVID-19 pandemic continues to impact our business operations~~global economic and ~~financial results. Although the effects have lessened over time, there is uncertainty~~trade environments remain uncertain, including continued inflation, geopolitical tensions and changes in the nature and degree of its continued effects over time with new strains frequently being discovered and additional booster shots being recommended. As the world continues to respond to COVID-19, we continue to follow guidelines ensuring the safety of our employees, while striving to protect the health and well-being of the communities in which we operate.

Additionally, the transportation industry is faced with economic inflation and possible recession. A prolonged period of inflation could result in increased interest rates, higher fuel prices, and decreased consumer ~~spending, which~~behavior could have a negative impact on our business and financial results. The results of these impacts could include supply chain instability, longer lead times, delayed orders, and continued issues with capacity constraints in driver, truck, and shipping container availability.

Lastly, since Russia’s invasion of Ukraine, global supply chains have experienced increased fuel prices. While the Company does not have direct exposure to these geographies, we cannot predict how global supply chain activities, or the economy at large may be impacted by a prolonged war in Ukraine or sanctions imposed in response to the war.

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

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

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

Adjusted gross profit, a non-GAAP financial measure, is our ~~total~~ revenue minus our ~~total~~ cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and adjusted gross profit percentage is adjusted gross profit as a percentage of our total revenue. We believe that these provide investors with meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Our GAAP-based net income will be affected by non-cash charges relating to the amortization of customer related intangible assets and other intangible assets attributable to completed acquisitions. Under applicable accounting standards, purchasers are required to allocate the total consideration in a business combination to the identified assets acquired and liabilities assumed based on their fair values at the time of acquisition. The excess of the consideration paid over the fair value of the identifiable net assets acquired is to be allocated to goodwill, which is tested at least annually for impairment. Applicable accounting standards require that we separately account for and value certain identifiable intangible assets based on the unique facts and circumstances of each acquisition. As a result of our acquisition strategy, our net income will include material non-cash charges relating to the amortization of customer related intangible assets and other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets (e.g., customer relationships). Thus, we believe that earnings before interest, taxes, depreciation and amortization, or EBITDA, is a useful financial measure for investors because it eliminates the effect of these non-cash costs and provides an important metric for our business.

EBITDA is a non-GAAP measure of income and does not include the effects of interest, taxes, and ~~excludes~~ the ~~non-cash~~“non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation expense, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, ransomware incident related costs, changes in fair value of interest rate swap contracts, restatement costs, transition and lease termination costs, foreign currency transaction gains and losses, ~~share-based compensation expense,~~extraordinary items, litigation expenses unrelated to our core operations, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our condensed consolidated financial statements. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and also is a frequent point of discussion with its investors as well as the Company’s earnings calls.

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

The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the three months ended September 30, ~~2022~~2023 and ~~2021:~~2022:


	Three Months Ended September 30, 2022												Three Months Ended September 30, 2021												Three Months Ended September 30, 2023												Three Months Ended September 30, 2022
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
													(as restated)									(as restated)
Revenues
Transportation	$	284,482		$	31,852		$	(197	)	$	316,137		$	260,924		$	29,333		$	(18	)	$	290,239		$	176,823		$	21,183		$	(37	)	$	197,969		$	286,474		$	31,852		$	(197	)	$	318,129
Value-added services		5,536			9,298			—			14,834			2,713			6,446			—			9,159			3,454			9,374			—			12,828			3,544			9,298			—			12,842
		290,018			41,150			(197	)		330,971			263,637			35,779			(18	)		299,398			180,277			30,557			(37	)		210,797			290,018			41,150			(197	)		330,971
Cost of transportation and other services
Transportation		222,684			24,920			(197	)		247,407			206,612			24,889			(18	)		231,483			127,950			16,249			(37	)		144,162			224,310			24,920			(197	)		249,033
Value-added services		3,169			3,915			—			7,084			1,746			1,451			—			3,197			1,532			4,279			—			5,811			1,543			3,915			—			5,458
		225,853			28,835			(197	)		254,491			208,358			26,340			(18	)		234,680			129,482			20,528			(37	)		149,973			225,853			28,835			(197	)		254,491
Adjusted gross profit (1)
Transportation		61,798			6,932			—			68,730			54,312			4,444			—			58,756			48,873			4,934			—			53,807			62,164			6,932			—			69,096
Value-added services		2,367			5,383			—			7,750			967			4,995			—			5,962			1,922			5,095			—			7,017			2,001			5,383			—			7,384
	$	64,165		$	12,315		$	—		$	76,480		$	55,279		$	9,439		$	—		$	64,718		$	50,795		$	10,029		$	—		$	60,824		$	64,165		$	12,315		$	—		$	76,480
Adjusted gross profit percentage ~~(1)~~
Transportation		21.7	%		21.8	%	N/A				21.7	%		20.8	%		15.2	%	N/A				20.2	%		27.6	%		23.3	%	N/A				27.2	%		21.7	%		21.8	%	N/A				21.7	%
Value-added services		42.8	%		57.9	%	N/A				52.2	%		35.6	%		77.5	%	N/A				65.1	%		55.6	%		54.4	%	N/A				54.7	%		56.5	%		57.9	%	N/A				57.5	%

Transportation revenue was ~~$316.1~~$198.0 million and ~~$290.2~~$318.1 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~increase~~decrease of ~~$25.9~~$120.1 million, or ~~8.9%,~~37.8% is ~~primarily attributable~~due to a reduction in the ~~recent acquisition~~number of ~~Navegate.~~strategic operating partners, as well as a significant decrease in international and ocean rates, including significantly lower ocean volumes. Adjusted transportation gross profit was ~~$68.7~~$53.8 million and ~~$58.8~~$69.1 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Net transportation

margins increased from ~~20.2%~~21.7% to ~~21.7%~~27.2%, primarily due to ~~decreased~~a higher mix of domestic shipments, which have higher gross profit margin characteristics than ocean ~~rates associated with purchased transportation and an increase in domestic business, which has higher margin characteristics.~~shipments.

Value-added services revenue was ~~$14.8~~$12.8 million for each of the three months ended September 30, 2023 and ~~$9.2~~2022. Adjusted value-added services gross profit was $7.0 million for the three months ended September 30, 2022 and 2021, respectively. The increase of $5.7 million, or 60.9%, is primarily attributed to the recent acquisition of Navegate as well as increases in the value-added services associated with our Canada segment. Adjusted value-added services gross profit was $7.8 million for the three months ended September 30, 2022,2023, compared to ~~$6.0~~$7.4 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from ~~65.1%~~57.5% to ~~52.2%, primarily due to the acquisition of Navegate, which has lower value-added services margin characteristics.~~54.7%.

The following table provides a reconciliation for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:

The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the three months ended September 30, ~~2022~~2023 and ~~2021:~~2022:


	Three Months Ended September 30, 2022											Three Months Ended September 30, 2021											Three Months Ended September 30, 2023											Three Months Ended September 30, 2022
(In thousands)	United States			Canada		Corporate/ Eliminations			Total			United States			Canada		Corporate/ Eliminations			Total			United States			Canada		Corporate/ Eliminations			Total			United States			Canada		Corporate/ Eliminations			Total
												(as restated)					(as restated)			(as restated)
Adjusted gross profit (1)	$	64,165		$	12,315	$	—		$	76,480		$	55,279		$	9,439	$	—		$	64,718		$	50,795		$	10,029	$	—		$	60,824		$	64,165		$	12,315	$	—		$	76,480

Operating expenses:
Operating partner commissions		30,106			—		—			30,106			27,561			—		—			27,561			23,782			—		—			23,782			30,106			—		—			30,106
Personnel costs		15,100			4,405		266			19,771			10,914			3,779		960			15,653			13,126			4,955		1,546			19,627			14,009			4,405		1,357			19,771
Selling, general and administrative expenses		5,407			1,716		1,647			8,770			4,153			1,452		1,185			6,790			5,240			2,186		2,049			9,475			5,203			1,716		1,851			8,770
Depreciation and amortization		1,525			758		4,495			6,778			932			798		2,522			4,252			925			956		2,644			4,525			1,056			758		4,964			6,778
Change in fair value of contingent consideration		—			—		160			160			—			—		—			—			—			—		(246	)		(246	)		—			—		160			160

Total operating expenses		52,138			6,879		6,568			65,585			43,560			6,029		4,667			54,256			43,073			8,097		5,993			57,163			50,374			6,879		8,332			65,585

Income (loss) from operations		12,027			5,436		(6,568	)		10,895			11,719			3,410		(4,667	)		10,462			7,722			1,932		(5,993	)		3,661			13,791			5,436		(8,332	)		10,895
Other income (expense)		311			161		(91	)		381			198			89		(652	)		(365	)		53			70		81			204			311			161		(91	)		381

Income (loss) before income taxes		12,338			5,597		(6,659	)		11,276			11,917			3,499		(5,319	)		10,097			7,775			2,002		(5,912	)		3,865			14,102			5,597		(8,423	)		11,276
Income tax expense		—			—		(2,764	)		(2,764	)		—			—		(2,402	)		(2,402	)		—			—		(1,014	)		(1,014	)		—			—		(2,764	)		(2,764	)

Net income (loss)		12,338			5,597		(9,423	)		8,512			11,917			3,499		(7,721	)		7,695			7,775			2,002		(6,926	)		2,851			14,102			5,597		(11,187	)		8,512
Less: net income attributable to non- controlling interest		(79	)		—		—			(79	)		(86	)		—		—			(86	)
Less: Net income attributable to non- controlling interest																								(229	)		—		—			(229	)		(79	)		—		—			(79	)

Net income (loss) attributable to Radiant Logistics, Inc.	$	12,259		$	5,597	$	(9,423	)	$	8,433		$	11,831		$	3,499	$	(7,721	)	$	7,609		$	7,546		$	2,002	$	(6,926	)	$	2,622		$	14,023		$	5,597	$	(11,187	)	$	8,433

Operating partner commissions ~~increased $2.5~~decreased $6.3 million, or ~~9.2%~~21.0%, to ~~$30.1~~$23.8 million for the three months ended September 30, ~~2022.~~2023. The ~~increase~~decrease is primarily due to ~~increased~~a reduction in the number of strategic operating partners and decreased adjusted gross profit generated from other strategic operating ~~partner locations~~partners. . As a percentage of adjusted gross profit, operating partner commissions decreased ~~322~~26 basis points to ~~39.4%~~39.1% from ~~42.6%~~39.4% for the three months ended September 30, 2023 and 2022, ~~and 2021, respectively, as a result of a higher percentage of adjusted gross profit from company-owned locations, which are not paid a commission.~~respectively.

Personnel costs ~~increased $4.1~~decreased $0.2 million, or ~~26.3%~~0.7%, to ~~$19.8~~$19.6 million for the three months ended September 30, 2022. The increase is primarily due to increased workforce supporting the expansion of business volumes in both the U.S. and Canada, and the inclusion of payroll associated with our recent acquisition of Navegate.2023. As a percentage of adjusted gross profit, ~~due to expansion of business volumes and adjusted gross profit,~~ personnel costs increased ~~166~~642 basis points to ~~25.9%~~32.3% from ~~24.2%~~25.9% for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Selling, general and administrative (“SG&A”) expenses increased ~~$2.0~~$0.7 million, or ~~29.2%~~8.0%, to ~~$8.8~~$9.5 million for the three months ended September 30, ~~2022.~~2023. The increase is primarily due to ~~the inclusion of Navegate, increased IT related initiatives,~~ increased professional services fees and facilities ~~costs, bank fees, and travel expenses.~~costs. As a percentage of adjusted gross profit, SG&A increased 98411 basis points to ~~11.5%~~15.6% from ~~10.5%~~11.5% for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Depreciation and amortization costs ~~increased $2.5~~decreased $2.3 million, or ~~59.4%~~33.2%, to ~~$6.8~~$4.5 million for the three months ended September 30, ~~2022.~~2023. The ~~increase~~decrease is ~~primarily due~~attributable to ~~the acquisition of Navegate and~~ the accelerated amortization of ~~certain trade names~~intangible assets in the prior year resulting from the rebranding of certain trade names. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 142 basis points to 7.4% from 8.9% for the three months ended September 30, 2023 and 2022, respectively.

Our ~~increase~~decrease in net income is driven principally by ~~increased~~decreased adjusted gross profit, ~~increased other income (expense), and~~ partially offset by ~~increased~~decreased operating ~~expenses~~partner commissions and income tax expense compared to the comparable prior year period.

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

The following table provides a reconciliation for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:


	Three Months Ended September 30, 2022												Three Months Ended September 30, 2021												Three Months Ended September 30, 2023												Three Months Ended September 30, 2022
(In thousands)	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
													(as restated)						(as restated)			(as restated)
Net income (loss) attributable to Radiant Logistics, Inc.	$	12,259		$	5,597		$	(9,423	)	$	8,433		$	11,831		$	3,499		$	(7,721	)	$	7,609		$	7,546		$	2,002		$	(6,926	)	$	2,622		$	14,023		$	5,597		$	(11,187	)	$	8,433
Income tax expense		—			—			2,764			2,764			—			—			2,402			2,402			—			—			1,014			1,014			—			—			2,764			2,764
Depreciation and amortization(1)		1,525			758			4,495			6,778			932			798			2,522			4,252			1,040			956			2,644			4,640			1,056			758			4,964			6,778
Net interest expense		—			—			781			781			—			—			606			606			—			—			(283	)		(283	)		—			—			781			781

EBITDA		13,784			6,355			(1,383	)		18,756			12,763			4,297			(2,191	)		14,869			8,586			2,958			(3,551	)		7,993			15,079			6,355			(2,678	)		18,756

Share-based compensation		327			60			222			609			187			66			97			350			383			73			425			881			233			60			316			609
Change in fair value of contingent consideration		—			—			160			160			—			—			—			—			—			—			(246	)		(246	)		—			—			160			160
Acquisition related costs		—			—			27			27			—			—			99			99			—			—			69			69			—			—			27			27
Litigation costs		—			—			120			120			—			—			154			154			—			—			364			364			—			—			120			120
Change in fair value of interest rate swap contracts		—			—			(690	)		(690	)		—			—			46			46			—			—			202			202			—			—			(690	)		(690	)
Restatement costs																										—			—			—			—			—			—			154			154
Foreign currency transaction gain		(310	)		(157	)		—			(467	)		(182	)		(89	)		—			(271	)		(24	)		(72	)		—			(96	)		(310	)		(157	)		—			(467	)

Adjusted EBITDA	$	13,801		$	6,258		$	(1,544	)	$	18,515		$	12,768		$	4,274		$	(1,795	)	$	15,247		$	8,945		$	2,959		$	(2,737	)	$	9,167		$	15,002		$	6,258		$	(2,591	)	$	18,669
Adjusted EBITDA as a % of adjusted gross profit (1)		21.5	%		50.8	%	N/A				24.2	%		23.1	%		45.3	%	N/A				23.6	%
Adjusted EBITDA as a % of adjusted gross profit (2)																										17.6	%		29.5	%	N/A				15.1	%		23.4	%		50.8	%	N/A				24.4	%

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of September 30, ~~2022,~~2023, we have ~~$23.7~~$35.9 million in unrestricted cash on hand to serve as adequate working capital.

Net cash provided by operating activities ~~were $24.7~~was $7.9 million and $26.6 million for the three months ended September 30, ~~2022. Net cash used for operating activities were $15.8 million for the three months ended September 30, 2021.~~2023 and 2022, respectively. The cash ~~used or~~ provided by operating activities primarily consisted of net income adjusted for depreciation and amortization and changes in accounts receivable, contract assets, accounts payable, income taxes, ~~operating partner commissions payable,~~ and ~~accrued and other liabilities.~~payment of contingent consideration. Cash flow from operating activities for the three months ended September 30, ~~2022 increased~~2023 decreased by ~~$40.5~~$18.7 million, compared with the same period in fiscal year ~~2022,~~2023, primarily due to ~~increased depreciation and~~decreased net income, amortization of intangible assets, and net changes in ~~operating~~accounts receivable, contract assets, and ~~liabilities.~~accounts payable.

Net cash used for investing activities ~~were $0.9~~was $2.5 million and ~~$1.5~~$0.9 million for the three months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~The primary use of cash was for purchases of property, technology, and equipment.~~ Cash paid for purchases of property, technology, and equipment were ~~$0.9~~$2.5 million and ~~$1.5~~$0.9 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Proceeds from sale of property, technology, and equipment were nominal for both of the three months ended September 30, ~~2022~~2023 and ~~2021.~~2022.

Net cash used for financing activities was $2.0 million and $28.9 million for the three months ended September 30, ~~2022. Net cash provided by financing activities~~2023 and 2022, respectively. There were ~~$11.8 million~~no repayments or borrowings under the Revolving Credit Facility for the three months ended September 30, ~~2021. Net~~2023, compared to net repayments of the Revolving Credit Facility ~~were~~of $25.0 million for the three months ended September 30, ~~2022, compared to net proceeds from the Revolving Credit Facility~~2022. Payments of ~~$15.0~~debt issuance costs were $0.1 million and $0.7 million for the three months ended September 30, ~~2021.~~2023 and 2022, respectively. Repayments of notes payable and finance lease ~~liability~~liabilities were $1.3 million for each of the three months ended September 30, 2023 and 2022. Payments for repurchases of common stock was $0.2 million and $1.3 million for the three months ended September 30, ~~2022~~2023 and ~~2021. Payments for repurchases of common stock were $1.3 million and $1.7 million for the three months ended September 30,~~ 2022, ~~and 2021,~~ respectively. Distributions to non-controlling interest were $0.1 million for the three months ended September 30, 2022. Payments of employee tax withholdings related to restricted stock ~~awards~~units and stock options were ~~$0.4~~$0.3 million and ~~$0.3~~$0.4 million for the three months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively.

The Company entered into a $200 million syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, ~~2022.~~2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150 million tranche that may be loaned in U.S. Dollars and a $50 million tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75 million accordion feature to support future acquisition opportunities. ~~On September 30, 2022, the borrowings outstanding on the~~The Revolving ~~Credit Facility was $37.5 million. 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~~MUFG 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 million Revolving Credit Facility dated March 13, 2020.~~

The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and the guarantors ~~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~~in U.S. Dollars 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~~Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; ~~and~~or 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%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.

As of September 30, 2023, there were no borrowings outstanding on the Revolving Credit Facility.

In connection with the Company’s acquisition of Radiant Canada, ~~(formerly, Wheels International Inc.),~~ Radiant Canada obtained a CAD$29 million senior secured Canadian term loan from Fiera Private Debt Fund IV LP (“FPD IV” formerly, Integrated Private Debt Fund IV LP) pursuant to a CAD$29,000,000 Credit Facilities Loan Agreement. The ~~Company and its~~Company’s 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.

In connection with the Company’s acquisition of Lomas, Radiant Canada obtained a CAD$10 million senior secured Canadian term loan from Fiera Private Debt Fund V LP (formerly, Integrated Private Debt Fund V LP) pursuant to a CAD$10,000,000 Credit Facilities Loan Agreement. The ~~Company and its~~Company’s 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 blended principal and interest payments.

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

We are exposed to market risks in the ordinary course of business. These risks are primarily related to foreign exchange risk. We have currency exposure arising from both sales and purchases denominated in foreign currencies, as well as intercompany transactions. Significant changes in exchange rates between foreign currencies in which we transact business and the U.S. dollar may adversely affect our results of operations and financial condition. Historically, we have not entered into any hedging activities, and, to the extent that we continue not to do so in the future, we may be vulnerable to the effects of currency exchange rate fluctuations. A portion of our business is conducted in Canada. If foreign exchange rates were 1.0% higher or lower, our net income for the three months ended September 30, 2023 would have changed by approximately ~~$0.05~~$0.02 million.

We are also subject to risks related to an increase in interest rates. For every $1.0 million outstanding on our Revolving Credit Facility, we will incur approximately ~~$0.04~~$0.05 million of interest expense. For every 1.0% increase in interest rates, our interest expense per $1.0 million in borrowings will increase by approximately $0.01 million.

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

An evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of September 30, ~~2022,~~2023 was carried out by our management under the supervision and with the participation of our CEO and CFO. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were ineffective as of September 30, ~~2022~~2023 due to the existence of material weaknesses described below.

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

As of June 30, 2021, we concluded that a material weakness existed in our internal control over financial reporting related to the recording and processing of revenues transactions, including the timing of the Company’s estimated accrual of in-transit revenues and related costs. This material weakness relates to the conditions that led to the restatement of previously issued consolidated financial statements as discussed in Note 2 of the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

In response to this material weakness, the Company ~~began taking~~has continued making progress with corrective action ~~during fiscal year 2022~~ to address the material weakness and provide reasonable assurance that future errors in revenue transactions would be prevented and/or detected in a timely manner. The Company’s corrective actions include, but are not limited ~~to, working~~to:

As of September 30, ~~2022,~~2023, remediation is ~~on-going.~~ongoing. As such, we concluded the Company does not have effective internal controls over the recording and processing of revenues. Specifically, the controls as currently designed are not sufficient to prevent or detect a material misstatement in revenues as the design of the controls lacks the level of precision necessary to ensure the completeness and accuracy of ~~revenue.~~

~~The~~revenues. While existing controls have been enhanced, and new controls have been implemented, there is a need for additional enhancements around the design of those controls, including, but not limited to, the formalization of the documentation retained to evidence the performance of these controls. Further testing procedures are also needed to verify their effectiveness over multiple periods of operation. As such, the Company ~~will continue evaluating~~concluded that the ~~appropriate corrective actions~~material weakness related to ~~remediate~~the recording and processing of revenue transactions has not been fully remediated. We anticipate fully remediating the material weakness during fiscal year 2024.

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

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

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

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

Except for the remediation activities regarding material ~~weakness~~weaknesses described above, there have not been any other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company initiated claims against a former customer for ~~estimated losses relating~~unpaid accounts receivable. In response, the former customer has claimed damages against the Company for alleged fines and penalties, detention and demurrage charges paid or due to ~~claims~~carriers, and ~~lawsuits when available information indicates that a loss~~for damaged or lost product. The matter is ~~probable~~in its preliminary stage and the ~~amount of the~~Company is not yet able to reasonably estimate a possible loss or range of loss, ~~can be reasonably estimated. Legal expenses are expensed as incurred. There were no potentially~~if any. The Company intends to defend against these claims. The outcome of litigation is inherently unpredictable and subject to significant uncertainties. An adverse outcome could have a material ~~legal proceedings as of September 30, 2022.~~

There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended June 30, ~~2022.~~2023.

~~The~~In February 2022, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2023. Under this repurchase program, the Company purchased the following shares of common stock during the three months ended September 30, ~~2022. As of September 30, 2022, future repurchases of up to 2,255,875 shares were available in the share repurchase program.~~2023:

38On September 29, 2023, the Company adopted a repurchase plan intended to satisfy Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, providing for the acquisition of shares of Radiant common stock from October 2, 2023 to November 13, 2023, or until the aggregate cost of repurchases total $7,500,000.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


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


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	~~Explanatory Note~~
	Condensed Consolidated Balance Sheets as of September 30, 2023 and June 30, 2023	3

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2023 and 2022	4

	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended September 30, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2023 and 2022	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION

Item 1.	~~Financial Statements (Unaudited)~~Legal Proceedings	33

Item 1A.	~~Condensed Consolidated Balance Sheets as of September 30, 2022 and June 30, 2022~~Risk Factors	4

	~~Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2022 and 2021~~	5

	~~Condensed Consolidated Statements of Changes in Equity for the Three Months Ended September 30, 2022 and 2021~~	6

	~~Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2022 and 2021~~	8

	~~Notes to Condensed Consolidated Financial Statements~~	933

Item 2.	~~Management’s Discussion~~Unregistered Sale of Equity Securities and ~~Analysis~~Use of ~~Financial Condition and Results of Operations~~Proceeds	31

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	37

~~Item 4.~~	~~Controls and Procedures~~	37

~~PART II. OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	38

~~Item 1A.~~	~~Risk Factors~~	3833

Item 6.	Exhibits	3934

Signatures		4035


	Three Months Ended September 30,
(In thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases	$	3,683	$	2,429
Operating cash flows paid for interest portion of finance leases		20		19
Financing cash flows paid for principal portion of finance leases		151		159

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	9	$	7,568


(In thousands)	Operating			Finance			Operating			Finance
2023 (remaining)		8,941			453
2024		11,474			568
2024 (remaining)							$	10,317		$	519
2025		10,939			538			13,430			668
2026		9,211			175			12,014			297
2027		7,679			—			10,532			73
2028								6,570			73
Thereafter		6,268			—			17,564			87

Total lease payments		54,512			1,734			70,427			1,717

Less imputed interest		(5,773	)		(112	)		(10,956	)		(128	)

Total lease liability	$	48,739		$	1,622
Total lease liabilities							$	59,471		$	1,589


		September 30,			June 30,				September 30,			June 30,
(In thousands)	Useful Life	2022			2022			Useful Life	2023			2023
Computer software	3 - 5 years	$	26,375		$	26,324		3 − 5 years	$	27,325		$	26,964
Trailers and related equipment	3 - 15 years		6,620			6,639
Office and warehouse equipment	3 - 15 years		9,826			10,307		3 − 15 years		14,571			14,179
Leasehold improvements	(1)		7,260			7,588		(1)		9,576			9,083
Trailers and related equipment								3 − 15 years		6,997			7,015
Computer equipment	3 - 5 years		4,259			4,272		3 − 5 years		4,925			4,529
Furniture and fixtures	3 - 15 years		1,514			1,514		3 − 15 years		1,848			1,743

Property, technology, and equipment			55,854			56,644				65,242			63,513
Less: accumulated depreciation and amortization			(32,964	)		(31,821	)			(39,766	)		(38,124	)

Property, technology, and equipment, net		$	22,890		$	24,823			$	25,476		$	25,389


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


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


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


	Originally Reported		Adjustment		Restated
(In thousands)	Q1		Q1		Q1
Contract assets	$	32,625	$	30,567	$	63,192
Total current assets		208,187		30,567		238,754
Total assets		383,074		30,567		413,641
Accounts payable		98,374		29,212		127,586
Operating partner commissions payable		15,645		382		16,027
Accrued expenses		7,162		49		7,211
Income tax payable		134		227		361
Total current liabilities		136,669		29,870		166,539
Total liabilities		217,088		29,870		246,958
Retained earnings		67,446		697		68,143
Total equity		165,986		697		166,683


	Three Months Ended September 30,				Three Months Ended September 30,
(In thousands, except share data)	2022		2021		2023		2022
			(as restated)
Numerator:
Net income attributable to Radiant Logistics, Inc.	$	8,433	$	7,609	$	2,622	$	8,433

Denominator:
Weighted average common shares outstanding, basic		48,745,317		49,921,061		47,297,957		48,745,317
Dilutive effect of share-based awards		1,557,695		1,195,417		1,778,228		1,557,695

Weighted average common shares outstanding, diluted		50,303,012		51,116,478		49,076,185		50,303,012

Potentially dilutive common shares excluded		100,000		134,783		100,000		100,000


	September 30, 2022
(In thousands)	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer related	7.2 years	$	113,104	$	(79,591	)	$	33,513
Trade names and trademarks	4.9 years		15,327		(9,838	)		5,489
Licenses	4.5 years		752		(414	)		338
Developed technology (1)	4.2 years		4,091		(682	)		3,409
Covenants not to compete	2.3 years		1,433		(1,182	)		251

		$	134,707	$	(91,707	)	$	43,000


	June 30, 2022
(In thousands)	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
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


(In thousands)
2023 (remaining)	$	3,221
2024		4,027
2025		—
2026		—
2027		—
Thereafter		37,525

Total	$	44,773


(In thousands)	2023 (remaining)		2024		Total
Earn-out payments:
Cash	$	2,551	$	3,139	$	5,690

Total estimated earn-out payments	$	2,551	$	3,139	$	5,690


(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


(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


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities								Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs		Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs
July 1 - 31, 2022		—		—		—		—
August 1 - 31, 2022		—		—		—		—
September 1 - 30, 2022		219,517		6.11		219,517		—
July 1 − 31, 2023										—	$	—		—		2,463,692
August 1 − 31, 2023										2,030		6.51		2,030		2,461,662
September 1 − 30, 2023										33,319		6.52		33,319		2,428,343

Total		219,517	$	6.11		219,517		—		35,349	$	6.52		35,349		2,428,343


		RADIANT LOGISTICS, INC.

Date: ~~March 27,~~November 9, 2023		/s/ Bohn H. Crain
		Bohn H. Crain
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~March 27,~~November 9, 2023		/s/ Todd E. Macomber
		Todd E. Macomber
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)