Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2023 | Feb. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RLGT | |
Entity Registrant Name | RADIANT LOGISTICS, INC. | |
Entity Central Index Key | 0001171155 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,923,036 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Security Exchange Name | NYSEAMER | |
Entity File Number | 001-35392 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3625550 | |
Entity Address, Address Line One | Triton Tower Two | |
Entity Address, Address Line Two | 700 S Renton Village Place, Seventh Floor | |
Entity Address, City or Town | Renton | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98057 | |
City Area Code | 425 | |
Local Phone Number | 462-1094 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 32,883 | $ 32,456 |
Accounts receivable, net of allowance of $3,597 and $2,776, respectively | 106,297 | 126,725 |
Contract assets | 7,227 | 6,180 |
Income tax receivable | 2,139 | |
Prepaid expenses and other current assets | 12,799 | 15,211 |
Total current assets | 161,345 | 180,572 |
Property, technology, and equipment, net | 26,327 | 25,389 |
Goodwill | 89,251 | 89,203 |
Intangible assets, net | 31,746 | 36,641 |
Operating lease right-of-use assets | 50,042 | 56,773 |
Deposits and other assets | 4,333 | 5,163 |
Total other long-term assets | 175,372 | 187,780 |
Total assets | 363,044 | 393,741 |
Current liabilities: | ||
Accounts payable | 71,213 | 84,561 |
Operating partner commissions payable | 14,476 | 18,360 |
Accrued expenses | 8,625 | 8,739 |
Income tax payable | 369 | |
Current portion of notes payable | 1,826 | 4,107 |
Current portion of operating lease liabilities | 10,535 | 11,273 |
Current portion of finance lease liabilities | 583 | 620 |
Current portion of contingent consideration | 0 | 3,886 |
Other current liabilities | 300 | 258 |
Total current liabilities | 107,558 | 132,173 |
Operating lease liabilities, net of current portion | 46,119 | 52,120 |
Finance lease liabilities, net of current portion | 704 | 1,121 |
Contingent consideration, net of current portion | 90 | 287 |
Deferred tax liabilities | 1,456 | 2,944 |
Total long-term liabilities | 48,369 | 56,472 |
Total liabilities | 155,927 | 188,645 |
Commitments and contingencies (Note 15) | ||
Equity: | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 51,762,706 and 51,603,386 shares issued, and 46,921,448 and 47,294,529 shares outstanding, respectively | 33 | 33 |
Additional paid-in capital | 109,728 | 108,516 |
Treasury stock, at cost, 4,841,258 and 4,308,857 shares, respectively | (30,148) | (27,067) |
Retained earnings | 129,200 | 125,593 |
Accumulated other comprehensive loss | (1,936) | (2,205) |
Total Radiant Logistics, Inc. stockholders’ equity | 206,877 | 204,870 |
Non-controlling interest | 240 | 226 |
Total equity | 207,117 | 205,096 |
Total liabilities and equity | $ 363,044 | $ 393,741 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 3,597 | $ 2,776 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,762,706 | 51,603,386 |
Common stock, shares outstanding | 46,921,448 | 47,294,529 |
Treasury stock, shares | 4,841,258 | 4,308,857 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 201,082 | $ 278,119 | $ 411,880 | $ 609,090 |
Operating expenses: | ||||
Cost of transportation and other services | 139,085 | 204,091 | 289,057 | 458,582 |
Operating partner commissions | 25,818 | 30,512 | 49,601 | 60,617 |
Personnel costs | 19,760 | 20,641 | 39,387 | 40,412 |
Selling, general and administrative expenses | 10,595 | 8,667 | 20,069 | 17,437 |
Depreciation and amortization | 4,364 | 6,914 | 8,890 | 13,693 |
Change in fair value of contingent consideration | (204) | 150 | (450) | 310 |
Total operating expenses | 199,418 | 270,975 | 406,554 | 591,051 |
Income from operations | 1,664 | 7,144 | 5,326 | 18,039 |
Other income (expense): | ||||
Interest income | 621 | 59 | 1,207 | 98 |
Interest expense | (291) | (742) | (593) | (1,563) |
Foreign currency transaction gain | (79) | 4 | 15 | 471 |
Change in fair value of interest rate swap contracts | (531) | (104) | (733) | 587 |
Other | 135 | 24 | 162 | 29 |
Total other income | (145) | (759) | 58 | (378) |
Income before income taxes | 1,519 | 6,385 | 5,384 | 17,661 |
Income tax expense | (404) | (1,460) | (1,418) | (4,224) |
Net income | 1,115 | 4,925 | 3,966 | 13,437 |
Less: net income attributable to non-controlling interest | (130) | (89) | (359) | (168) |
Net income attributable to Radiant Logistics, Inc. | 985 | 4,836 | 3,607 | 13,269 |
Other comprehensive income: | ||||
Foreign currency translation loss | 1,397 | 901 | 269 | (2,577) |
Comprehensive income | $ 2,512 | $ 5,826 | $ 4,235 | $ 10,860 |
Income per share: | ||||
Basic | $ 0.02 | $ 0.1 | $ 0.08 | $ 0.27 |
Diluted | $ 0.02 | $ 0.1 | $ 0.07 | $ 0.27 |
Weighted average common shares outstanding: | ||||
Basic | 46,990,818 | 48,243,204 | 47,144,388 | 48,494,260 |
Diluted | 48,907,452 | 49,427,420 | 48,991,819 | 49,865,216 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Radiant Logistics, Inc. Stockholders' Equity | Non-Controlling Interest |
Balance at Jun. 30, 2022 | $ 194,557 | $ 33 | $ 106,146 | $ (16,004) | $ 104,998 | $ (796) | $ 194,377 | $ 180 |
Balance, shares at Jun. 30, 2022 | 48,740,935 | |||||||
Repurchase of common stock | (1,340) | (1,340) | (1,340) | |||||
Repurchase of common stock, Shares | (219,517) | |||||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid | (442) | (442) | (442) | |||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid, shares | 152,881 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | 1 | 1 | 1 | |||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 411 | |||||||
Distribution to non-controlling interest | (75) | (75) | ||||||
Share-based compensation | 609 | 609 | 609 | |||||
Net income | 8,512 | 8,433 | 79 | |||||
Other comprehensive income (loss) | (3,478) | (3,478) | (3,478) | |||||
Balance at Sep. 30, 2022 | 198,344 | $ 33 | 106,314 | (17,344) | 113,431 | (4,274) | 198,160 | 184 |
Balance, shares at Sep. 30, 2022 | 48,674,710 | |||||||
Balance at Jun. 30, 2022 | 194,557 | $ 33 | 106,146 | (16,004) | 104,998 | (796) | 194,377 | 180 |
Balance, shares at Jun. 30, 2022 | 48,740,935 | |||||||
Net income | 13,437 | |||||||
Balance at Dec. 31, 2022 | 201,291 | $ 33 | 107,170 | (21,004) | 118,267 | (3,373) | 201,093 | 198 |
Balance, shares at Dec. 31, 2022 | 48,179,832 | |||||||
Balance at Sep. 30, 2022 | 198,344 | $ 33 | 106,314 | (17,344) | 113,431 | (4,274) | 198,160 | 184 |
Balance, shares at Sep. 30, 2022 | 48,674,710 | |||||||
Repurchase of common stock | (3,660) | (3,660) | (3,660) | |||||
Repurchase of common stock, Shares | (620,347) | |||||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid | $ (15) | (15) | (15) | |||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid, shares | 24,606 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | $ 192 | 192 | 192 | |||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 100,863 | |||||||
Distribution to non-controlling interest | (75) | (75) | ||||||
Share-based compensation | 679 | 679 | 679 | 89 | ||||
Net income | 4,925 | 4,836 | 4,836 | |||||
Other comprehensive income (loss) | 901 | 901 | 901 | |||||
Balance at Dec. 31, 2022 | 201,291 | $ 33 | 107,170 | (21,004) | 118,267 | (3,373) | 201,093 | 198 |
Balance, shares at Dec. 31, 2022 | 48,179,832 | |||||||
Balance at Jun. 30, 2023 | 205,096 | $ 33 | 108,516 | (27,067) | 125,593 | (2,205) | 204,870 | 226 |
Balance, shares at Jun. 30, 2023 | 47,294,529 | |||||||
Repurchase of common stock | (230) | (230) | (230) | |||||
Repurchase of common stock, Shares | (35,349) | |||||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid | (331) | (331) | (331) | |||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid, shares | 127,868 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 1,933 | |||||||
Share-based compensation | 881 | 881 | 881 | |||||
Net income | 2,851 | 2,622 | 2,622 | 229 | ||||
Other comprehensive income (loss) | (1,128) | (1,128) | (1,128) | |||||
Balance at Sep. 30, 2023 | 207,139 | $ 33 | 109,066 | (27,297) | 128,215 | (3,333) | 206,684 | 455 |
Balance, shares at Sep. 30, 2023 | 47,388,981 | |||||||
Balance at Jun. 30, 2023 | $ 205,096 | $ 33 | 108,516 | (27,067) | 125,593 | (2,205) | 204,870 | 226 |
Balance, shares at Jun. 30, 2023 | 47,294,529 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 5,591 | |||||||
Net income | $ 3,966 | |||||||
Balance at Dec. 31, 2023 | 207,117 | $ 33 | 109,728 | (30,148) | 129,200 | (1,936) | 206,877 | 240 |
Balance, shares at Dec. 31, 2023 | 46,921,448 | |||||||
Balance at Sep. 30, 2023 | 207,139 | $ 33 | 109,066 | (27,297) | 128,215 | (3,333) | 206,684 | 455 |
Balance, shares at Sep. 30, 2023 | 47,388,981 | |||||||
Repurchase of common stock | (2,851) | (2,851) | (2,851) | |||||
Repurchase of common stock, Shares | (497,052) | |||||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid | (32) | (32) | (32) | |||||
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld and paid, shares | 27,980 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 1,539 | |||||||
Distribution to non-controlling interest | (345) | (345) | ||||||
Share-based compensation | 694 | 694 | 694 | |||||
Net income | 1,115 | 985 | 985 | 130 | ||||
Other comprehensive income (loss) | 1,397 | 1,397 | 1,397 | |||||
Balance at Dec. 31, 2023 | $ 207,117 | $ 33 | $ 109,728 | $ (30,148) | $ 129,200 | $ (1,936) | $ 206,877 | $ 240 |
Balance, shares at Dec. 31, 2023 | 46,921,448 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||||
Net income | $ 1,115 | $ 4,925 | $ 3,966 | $ 13,437 |
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||
Share-based compensation | 1,575 | 1,288 | ||
Amortization of intangible assets | 2,554 | 5,046 | 5,197 | 10,009 |
Depreciation and amortization of property, technology, and equipment | 1,810 | 1,868 | 3,693 | 3,684 |
Deferred income tax benefit | (1,141) | (1,168) | (1,489) | (1,666) |
Amortization of debt issuance costs | 255 | 250 | ||
Change in fair value of contingent consideration | (204) | 150 | (450) | 310 |
Change in fair value of interest rate swap contracts | 531 | 104 | 733 | (587) |
Other | 916 | (391) | ||
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||||
Accounts receivable | 19,578 | 62,080 | ||
Contract assets | (1,047) | 12,948 | ||
Income taxes | (2,473) | (2,034) | ||
Prepaid expenses, deposits, and other assets | 2,462 | 1,002 | ||
Operating lease right-of-use assets | 5,866 | 5,186 | ||
Accounts payable | (13,396) | (31,041) | ||
Operating partner commissions payable | (3,903) | 1,567 | ||
Accrued expenses and other liabilities | (79) | (2,387) | ||
Operating lease liabilities | (5,843) | (4,135) | ||
Payments of contingent consideration | (3,473) | (2,500) | ||
Net cash provided by operating activities | 12,088 | 67,020 | ||
INVESTING ACTIVITIES: | ||||
Payments to acquire businesses | (100) | (3,250) | ||
Purchases of property, technology, and equipment | (5,019) | (3,442) | ||
Proceeds from sale of property, technology, and equipment | 202 | 31 | ||
Net cash used for investing activities | (4,917) | (6,661) | ||
FINANCING ACTIVITIES: | ||||
Proceeds from revolving credit facility | 0 | 67,500 | ||
Repayments of revolving credit facility | 0 | (82,500) | ||
Payments of debt issuance costs | (119) | (820) | ||
Repayments of notes payable and finance lease liabilities | (2,618) | (2,478) | ||
Repurchases of common stock | (3,081) | (5,000) | ||
Payment of contingent consideration | (250) | 0 | ||
Distributions to non-controlling interest | (345) | (150) | ||
Proceeds from exercise of stock options | 4 | 193 | ||
Payments of employee tax withholdings related to restricted stock units and stock options | (367) | (457) | ||
Net cash used for financing activities | (6,776) | (23,712) | ||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 32 | 899 | ||
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 427 | 37,546 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 33,062 | 25,067 | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 33,489 | 62,613 | 33,489 | 62,613 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | ||||
Cash and cash equivalents | 32,883 | 62,020 | 32,883 | 62,020 |
Restricted cash | 606 | 593 | 606 | 593 |
Total cash, cash equivalents, and restricted cash | $ 33,489 | $ 62,613 | 33,489 | 62,613 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Income taxes paid | 5,380 | 8,388 | ||
Interest paid | $ 267 | $ 1,157 |
The Company and Basis of Presen
The Company and Basis of Presentation | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION The Company Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company”), operates as a third-party logistics company, providing technology-enabled global transportation and value-added logistics solutions primarily in the United States and Canada. The Company services a large and diversified account base across a range of industries and geographies, which is supported from an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company’s behalf, and approximately 25 Company-owned offices. As a third-party logistics company, the Company has access to a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network. Through its operating locations across North America, the Company offers domestic, international air and ocean freight forwarding services and freight brokerage services, including truckload services, less than truckload services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. The Company’s primary transportation services involve arranging shipments, on behalf of its customers, of materials, products, equipment, and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services including materials management and distribution services (collectively, “materials management and distribution” or “MM&D” services), and customs house brokerage (“CHB”) services to complement its core transportation service offering. Basis of Presentation The condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. The interim period information included in this Quarterly Report on Form 10-Q reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results of the respective interim periods. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Principles of Consolidation The condensed consolidated financial statements include the accounts of Radiant Logistics, Inc. and its wholly-owned subsidiaries as well as a variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 60 % owned by Radiant Capital Partners, LLC (“RCP,” see Note 11), an entity owned by the Company’s Chief Executive Officer. All significant intercompany balances and transactions have been eliminated. Non-controlling interest in the condensed consolidated balance sheets represents RCP’s proportionate share of equity in RLP. Net income (loss) of non-wholly-owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder(s) of the non-controlling interest in proportion to their percentage ownership interests. b) Use of Estimates The preparation of condensed consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that could differ from these estimates . c) Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts that may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. Cash equivalents consist of highly liquid investments with original maturities of three months or less. d) Restricted Cash Restricted cash represents five months of interest payments on the Company’s senior secured loan held by the lender that are required to be set aside. Restricted cash of $ 606 is included in prepaid expenses and other current assets in the condensed consolidated balance sheet as of December 31, 2023 and June 30, 2023 . The Company combines unrestricted and restricted cash for presentation in the condensed consolidated statements of cash flows. e) Accounts Receivable Accounts receivable, which includes billed and unbilled amounts, are stated net of the allowance for credit losses and represents the net amount expected to be collected. The Company measures the expected credit losses on a collective (pool) basis based on the levels of delinquency (i.e., aging analysis) and applying an expected loss percentage rate to each pool when similar risk characteristics exist. The Company determines the allowance for credit losses by computing an expected loss percentage rate to each pool based upon its historical write-off experience, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately. Amounts for shipments delivered but unbilled were $ 17,737 and $ 22,515 as of December 31, 2023 and June 30, 2023, respectively. Through a contractual arrangement, the Company records trade accounts receivable from revenue generated from independently owned strategic operating partners operating under various Company brands. Under these contracts, each strategic operating partner is responsible for some or all of the collection of its customer accounts receivable. To facilitate this arrangement, certain strategic operating partners are required to maintain a deposit with the Company for these receivables. The Company charges the respective strategic operating partner’s deposit account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. If a deficit balance occurs in the strategic operating partners’ deposit account, these amounts are included as accounts receivable in the Company’s condensed consolidated financial statements. For those strategic operating partners not required to maintain a deposit, the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. The Company expects to replenish these funds through the future business operations of these strategic operating partners, or as these amounts are ultimately collected from these customers. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit amounts, the Company would be at risk of loss for any such amounts. Due to the nature and specific risk characteristics of these accounts, the Company evaluates these accounts separately in determining an allowance for credit losses. The activity in the allowance for credit losses is as follows: (In thousands) Balance as of June 30, 2023 $ 2,776 Write-offs ( 223 ) Recoveries 318 Provision for credit losses 741 Foreign currency translation ( 15 ) Balance as of December 31, 2023 $ 3,597 f) Property, Technology, and Equipment Property, technology, and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income (expense). Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. g) Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but rather is reviewed for impairment annually or more frequently if facts or circumstances indicate that its carrying amount may not be recoverable. The Company has determined that there are two reporting units for the purpose of the goodwill impairment test. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing a quantitative impairment test. The qualitative assessment evaluates various factors, such as macroeconomic conditions, industry and market conditions, cost factors, recent events, and financial trends that may impact the fair value of the reporting unit. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is required. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying amount. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved, and multiples of current and future earnings, and market approach, which utilizes a selection of guideline public companies. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of April 1 of each year or more frequently if facts or circumstances indicate that the carrying amount may not be recoverable. As of December 31, 2023 , management believes no impairment exists. h) Long-Lived Assets Long-lived assets, such as property, technology, and equipment, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist. Definite-lived intangible assets consist of customer related intangible assets, trade names and trademarks, licenses, developed technology, and non-compete agreements arising from the Company’s acquisitions. Customer related intangible assets and trademarks and trade names are amortized using the straight-line method over periods of up to 15 years , licenses are amortized using the straight-line method over ten years , developed technology is amortized using the straight-line method over five years , and non-compete agreements are amortized using the straight-line method over periods of up to five years . i) Business Combinations The Company accounts for business acquisitions using the acquisition method . The assets acquired and liabilities assumed in business combinations, including identifiable intangible assets, are recorded based upon their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill. Acquisition expenses are expensed as incurred. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates are inherently uncertain and subject to refinement. The fair values of intangible assets are generally estimated using a discounted cash flow approach with Level 3 inputs. The estimate of fair value of an intangible asset is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company generally uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions. For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is generally estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating results and financial objectives by acquired companies using Level 3 inputs discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the condensed consolidated statements of comprehensive income. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed consolidated statements of comprehensive income. j) Revenue Recognition The Company recognizes revenue to depict the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services. The Company’s revenues are primarily from transportation services, which include providing for the arrangement of freight, both domestically and internationally, through modes of transportation, such as air freight, ocean freight, truckload, less than truckload, and intermodal. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 45 days from the date of invoice. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s agreed upon destination. The transportation services, including certain ancillary services, such as loading/unloading, freight insurance and customs clearance, that are provided to the customer represent a single performance obligation as the ancillary services are not distinct in the context of the contract and therefore combined with the performance obligation for transportation services. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from point of origin to point of destination. The Company determines the period to recognize revenue based upon the actual departure date and delivery date, if available, or estimated delivery date if delivery has not occurred as of the reporting date. Certain shipments may require the Company to estimate revenue, in which case it uses the average revenue per shipment, per mode of transportation. Determination of the estimated revenue, transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The timing of revenue recognition, billings, cash collections, and allowance for credit losses results in billed and unbilled receivables. The Company receives the unconditional right to bill when shipments are delivered to their destination. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contract with its transportation customers have an expected duration of one year or less. The corresponding direct costs of revenue, including primarily purchased transportation costs and commissions, have been expensed ratably as incurred. The Company also provides MM&D services for its customers under contracts generally ranging from a few months to five years and include renewal provisions. These MM&D service contracts provide for inventory management, order fulfillment and warehousing of the customer’s product and arrangement of transportation of the customer’s product. The Company’s performance obligations are satisfied over time as the customers simultaneously receive and consume the services provided by the Company as it performs. Revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized over time based on the level of activity volume. Other services include primarily CHB services sold separately as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue. The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the condensed consolidated statements of comprehensive income. Contract Assets Contract assets represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in-transit shipments at period end, but for which it has not yet completed the performance obligations. Upon completion of the performance obligations, which can vary in duration based upon the mode of transportation, the balance is included in accounts receivable. Operating Partner and Other Commissions The Company enters into contractual arrangements with strategic operating partners that operate, on behalf of the Company, an office in a specific location that engages primarily in arranging, domestic and international transportation services. In return, the strategic operating partner is compensated through the payment of sales commissions, which are based on individual shipments. The Company accrues the strategic operating partners’ commission obligation ratably as the goods are transferred to the customer. The Company records employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. k) Defined Contribution Savings Plan The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $ 386 and $ 852 for the three and six months ended December 31, 2023, respectively, and $ 399 and $ 863 for the three and six months ended December 31, 2022, respectively . l) Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company records a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. Currently, the Company does not have any accruals for uncertain tax positions. m) Share-Based Compensation The Company grants restricted stock awards, restricted stock units, and stock options to certain directors, officers, and employees. The fair value of restricted stock awards is the market price of the Company’s common stock as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of stock option awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. The Company records share-based compensation for service-based restricted stock awards and stock options on a straight-line basis over the requisite service period of the entire award. Certain restricted stock units also have performance-based conditions and will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period. The Company accounts for forfeitures as they occur. Share-based compensation expense is reflected in personnel costs in the condensed consolidated statements of comprehensive income. n) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding after giving effect to all potential dilutive securities, such as restricted stock units and stock options. o) Foreign Currency For the Company’s foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at period end exchange rates and all revenue and expenses are translated at the weighted average rates for the period. Translation adjustments are recorded in foreign currency translation in other comprehensive income. Gains and losses on transactions of monetary items denominated in a foreign currency are recognized within other expense on the condensed consolidated statements of comprehensive income. p) Leases The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liabilities; and operating lease liabilities, net of current portion in the condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liabilities; and finance lease liabilities, net of current portion in the condensed consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms may include options to extend or terminate the lease, which the Company has generally not included in its calculation of ROU assets or lease liabilities as it is not reasonably certain that the option will be exercised in the normal course of business. For the Company’s lease agreements containing fixed payments for both lease and non-lease components, the Company accounts for the components as a single lease component, as permitted. For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify, and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the three and six months ended December 31, 2023 and 2022 are immaterial. Certain leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. Variable payments, to the extent they are not considered fixed, are expensed as incurred. Variable lease costs for the three and six months ended December 31, 2023 and 2022 are immaterial. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the ROU asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. q) Derivatives Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in earnings with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings. As of December 31, 2023 , the Company does no t have any derivatives designated as hedges. For derivative instruments that are not designated as hedges, gains and losses from changes in fair value of interest rate swap contracts are recognized in the condensed consolidated statements of comprehensive income. r) Treasury Stock The Company accounts for treasury stock under the cost method, and repurchases are reflected as reductions of stockholders’ equity at cost (see Note 10). As of December 31, 2023 , there have been no reissuances of treasury stock. s) Reclassification of Previously Issued Financial Statements Certain amounts in the prior period have been reclassified in the condensed consolidated financial statements to conform to the current year presentation. There has been no impact on previously reported net income or stockholders’ equity from such reclassification. t) Recently Adopted Accounting Guidance In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (and issued subsequent ASUs on ASC 326), which changes estimates for credit losses related to financial assets measured at amortized cost, including loan receivables, trade receivables and other contracts, such as off-balance sheet credit exposure, specifically, loan commitments and standby letters of credit, financial guarantees, and other similar instruments. The guidance replaced the current incurred loss accounting model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model requires the measurement of the lifetime expected credit losses on financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The standard requires a cumulative effect adjustment to retained earnings to the first reporting period in which the guidance is effective. The Company, as a smaller reporting company as of the relevant measuring period, qualified for an extension of the adoption of ASU 2016-13 to July 1, 2023. The Company adopted ASU 2016-13 on July 1, 2023 for all financial assets measured at amortized cost, consisting primarily of trade accounts receivable, which are short-term and for which the Company has no t historically experienced significant credit losses. Based on the immaterial effect of ASU 2016-13 on the financial statements, a cumulative effect adjustment was not considered necessary. u) Recent Accounting Guidance Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires greater disaggregation of information in a reporting entity’s effective tax rate reconciliation as well as disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires more disaggregated expense information about a public entity’s reportable segments if the significant segment expenses are regularly provided to the chief operating decision maker and included in each reported measure of segment profit or loss. Additionally, ASU 2023-07 allows public entities to disclose more than one measure of segment profit or loss used by the chief operating decision maker. This ASU 2023-07 does not change the definition of a segment, the method of determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively as of the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its segment reporting disclosures. |
Revenue
Revenue | 6 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 3 – REVENUE A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition are as follows: Three Months Ended December 31, 2023 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 166,121 $ 21,780 $ ( 88 ) $ 187,813 Value-added services (1) 3,397 9,872 — 13,269 Total $ 169,518 $ 31,652 $ ( 88 ) $ 201,082 Timing of revenue recognition: Services transferred over time $ 168,049 $ 31,637 $ ( 88 ) $ 199,598 Services transferred at a point in time 1,469 15 — 1,484 Total $ 169,518 $ 31,652 $ ( 88 ) $ 201,082 Six Months Ended December 31, 2023 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 342,945 $ 42,963 $ ( 125 ) $ 385,783 Value-added services (1) 6,851 19,246 — 26,097 Total $ 349,796 $ 62,209 $ ( 125 ) $ 411,880 Timing of revenue recognition: Services transferred over time $ 346,691 $ 62,170 $ ( 125 ) $ 408,736 Services transferred at a point in time 3,105 39 — 3,144 Total $ 349,796 $ 62,209 $ ( 125 ) $ 411,880 Three Months Ended December 31, 2022 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 235,246 $ 29,803 $ ( 58 ) $ 264,991 Value-added services (1) 2,545 10,583 — 13,128 Total $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Timing of revenue recognition: Services transferred over time $ 235,942 $ 40,362 $ ( 58 ) $ 276,246 Services transferred at a point in time 1,849 24 — 1,873 Total $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Six Months Ended December 31, 2022 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 521,720 $ 61,655 $ ( 255 ) $ 583,120 Value-added services (1) 6,089 19,881 — 25,970 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Timing of revenue recognition: Services transferred over time $ 523,788 $ 81,491 $ ( 255 ) $ 605,024 Services transferred at a point in time 4,021 45 — 4,066 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 (1) Value-added services include MM&D, CHB, GTM, and other services. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 4 – EARNINGS PER SHARE The computations of the numerator and denominator of basic and diluted income per share are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands, except share data) 2023 2022 2023 2022 Numerator: Net income attributable to Radiant Logistics, Inc. $ 985 $ 4,836 $ 3,607 $ 13,269 Denominator: Weighted average common shares outstanding, basic 46,990,818 48,243,204 47,144,388 48,494,260 Dilutive effect of share-based awards 1,916,634 1,184,216 1,847,431 1,370,956 Weighted average common shares outstanding, diluted 48,907,452 49,427,420 48,991,819 49,865,216 Potentially dilutive common shares excluded 110,000 110,000 105,000 105,000 |
Leases
Leases | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | NOTE 5 – LEASES The Company has finance leases for equipment, and operating leases for office space, warehouse space, and other equipment with lease terms expiring at various dates through December 2033 . The Company has lease commitments that have been executed but have not yet commenced. The undiscounted future lease payments of these commitments total $ 27,009 and are excluded from the tables below. The components of lease expense are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Operating lease cost $ 3,656 $ 3,610 $ 7,376 $ 6,623 Finance leases: Amortization of leased assets 176 180 384 333 Interest on lease liabilities 12 18 33 37 Total finance lease cost $ 188 $ 198 $ 417 $ 370 Supplemental cash flow information related to leases are as follows: Six Months Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 7,353 $ 5,409 Operating cash flows paid for interest portion of finance leases 36 37 Financing cash flows paid for principal portion of finance leases 306 296 Right-of-use assets obtained (remeasured) in exchange for lease liabilities: Operating leases $ ( 265 ) $ 25,096 Supplemental balance sheet information related to leases are as follows: (In thousands) December 31, 2023 June 30, 2023 Operating leases: Operating lease right-of-use assets $ 50,042 $ 56,773 Current portion of operating lease liabilities 10,535 11,273 Operating lease liabilities, net of current portion 46,119 52,120 Total operating lease liabilities $ 56,654 $ 63,393 Finance leases: Property, technology, and equipment, net $ 1,299 $ 1,878 Current portion of finance lease liabilities 583 620 Finance lease liabilities, net of current portion 704 1,121 Total finance lease liabilities $ 1,287 $ 1,741 Weighted average remaining lease term: Operating leases 6.0 years 6.2 years Finance leases 2.6 years 3.2 years Weighted average discount rate: Operating leases 5.39 % 5.29 % Finance leases 5.37 % 4.93 % As of December 31, 2023, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) Operating Finance 2024 (remaining) $ 6,571 $ 317 2025 13,330 627 2026 12,109 270 2027 10,712 48 2028 6,700 48 Thereafter 17,963 70 Total lease payments 67,385 1,380 Less imputed interest ( 10,731 ) ( 93 ) Total lease liabilities $ 56,654 $ 1,287 |
Property, Technology, and Equip
Property, Technology, and Equipment | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Technology, and Equipment | NOTE 6 – PROPERTY, TECHNOLOGY, AND EQUIPMENT (In thousands) Useful Life December 31, 2023 June 30, 2023 Computer software 3 − 5 years $ 27,922 $ 26,964 Office and warehouse equipment 3 − 15 years 15,423 14,179 Leasehold improvements (1) 10,189 9,083 Trailers and related equipment 3 − 15 years 6,653 7,015 Computer equipment 3 − 5 years 5,478 4,529 Furniture and fixtures 3 − 15 years 1,855 1,743 Property, technology, and equipment 67,520 63,513 Less: accumulated depreciation and amortization ( 41,193 ) ( 38,124 ) Property, technology, and equipment, net $ 26,327 $ 25,389 (1) The cost is amortized over the shorter of the lease term or useful life. Depreciation and amortization expenses related to property, technology, and equipment were $ 1,810 and $ 3,693 for the three and six months ended December 31, 2023, respectively, and $ 1,868 and $ 3,684 for the three and six months ended December 31, 2022, respectively. Computer software includes approximately $ 686 and $ 548 of software in development as of December 31, 2023 and June 30, 2023 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying amount of goodwill are as follows: (In thousands) Balance as of June 30, 2023 $ 89,203 Acquisition 48 Balance as of December 31, 2023 $ 89,251 Intangible Assets Intangible assets consist of the following: December 31, 2023 (In thousands) Weighted Gross Accumulated Net Customer related 7.6 years $ 117,887 $ ( 91,617 ) $ 26,270 Trade names and trademarks 7.1 years 15,547 ( 12,829 ) 2,718 Developed technology 2.9 years 4,091 ( 1,705 ) 2,386 Licenses 3.2 years 785 ( 530 ) 255 Covenants not to compete 1.1 years 1,433 ( 1,316 ) 117 $ 139,743 $ ( 107,997 ) $ 31,746 June 30, 2023 (In thousands) Weighted Gross Accumulated Net Customer related 7.5 years $ 117,645 $ ( 87,175 ) $ 30,470 Trade names and trademarks 7.6 years 15,547 ( 12,637 ) 2,910 Developed technology 3.4 years 4,091 ( 1,295 ) 2,796 Licenses 3.7 years 785 ( 490 ) 295 Covenants not to compete 1.6 years 1,433 ( 1,263 ) 170 $ 139,501 $ ( 102,860 ) $ 36,641 Amortization expense amounted to $ 2,554 and $ 5,197 for the three and six months ended December 31, 2023, respectively, and $ 5,046 and $ 10,009 for the three and six months ended December 31, 2022, respectively. Certain acquired trade names have been rebranded in connection with the Company’s long-term growth strategy for consistency across the business and to better serve its customers. The Company will gradually phase out certain trade names and will predominantly use Radiant to refer to the Company. The rebranding resulted in the reduction of the related useful lives of certain trade names and accelerated amortization expense from June 2022 to December 2022. Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2024 (remaining) $ 5,001 2025 8,192 2026 3,457 2027 2,880 2028 2,250 |
Notes Payable
Notes Payable | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE Notes payable consist of the following: (In thousands) December 31, 2023 June 30, 2023 Senior secured loans $ 1,868 $ 4,204 Unamortized debt issuance costs ( 42 ) ( 97 ) Total notes payable 1,826 4,107 Less: current portion ( 1,826 ) ( 4,107 ) Total notes payable, net of current portion $ — $ — Future maturities of notes payable for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2024 (remaining) $ 1,868 Total $ 1,868 Revolving Credit Facility The Company entered into a $ 200,000 syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, 2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $ 150,000 tranche that may be loaned in U.S. Dollars and a $ 50,000 tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $ 75,000 accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N. A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”). The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and its guarantors on a parity basis with the security interest held by Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP described below. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50 % to 1.50 %; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40 % to 2.40 %; or c) Term SOFR Daily Floating Rate plus 1.40 % to 2.40 %. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547 % to 0.32138 % depending on the term, plus 1.40 % to 2.40 %; or b) Daily Simple CORRA plus 0.29547 % plus 1.40 % to 2.40 %. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility. As of December 31, 2023, the one-month SOFR was 5.35 % . For borrowings under the Revolving Credit Facility, the Company is subject to the maximum consolidated net leverage ratio of 3.00 and minimum consolidated interest coverage ratio of 3.00 . Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock. Senior Secured Loans In connection with the Company’s acquisition of Radiant Canada, Radiant Canada obtained a CAD$ 29,000 senior secured Canadian term loan from Fiera Private Debt Fund IV LP (“FPD IV” formerly, Integrated Private Debt Fund IV LP) pursuant to a CAD$ 29,000 Credit Facilities Loan Agreement. The Company’s U.S. and Canadian subsidiaries are guarantors of the obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65 % per annum. The Company is required to maintain five months interest in a debt service reserve account to be controlled by FPD IV. As of December 31, 2023 , the amount of $ 606 is recorded as restricted cash presented within prepaid expenses and other current assets in the accompanying condensed consolidated financial statements. The Company made interest-only payments for the first twelve months followed by monthly principal and interest payments of CAD$ 390 that will be paid through maturity. As of December 31, 2023, $ 1,162 was outstanding under this term loan. In connection with the Company’s acquisition of Lomas, Radiant Canada obtained a CAD$ 10,000 senior secured Canadian term loan from Fiera Private Debt Fund V LP (formerly, Integrated Private Debt Fund V LP) pursuant to a CAD$ 10,000 Credit Facilities Loan Agreement. The Company’s U.S. and Canadian subsidiaries are guarantors of the obligations thereunder. The loan matures on June 1, 2024 and accrues interest at a fixed rate of 6.65 % per annum. The loan repayment consists of monthly principal and interest payments of CAD$ 149 . As of December 31, 2023, $ 706 was outstanding under this term loan. The loans may be prepaid in whole at any time providing the Company gives at least 30 days prior written notice and pays the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to the maturity date, and (ii) the face value of the principal amount being prepaid. The covenants of the Revolving Credit Facility, described above, also apply to the FPD IV and FPD V term loans. As of December 31, 2023 , the Company was in compliance with all of its covenants. |
Derivatives
Derivatives | 6 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | NOTE 9 – DERIVATIVES All derivatives are recognized on the Company’s condensed consolidated balance sheets at their fair values and consist of interest rate swap contracts. On March 20, 2020 , and effective April 17, 2020, the Company entered into an interest rate swap contract with Bank of America to trade variable interest cash inflows at one-month LIBOR for a $ 20,000 notional amount, for fixed interest cash outflows at 0.635 %. On April 1, 2020 , and effective April 2, 2020, the Company entered into an interest rate swap contract with Bank of America to trade the variable interest cash inflows at one-month LIBOR for a $ 10,000 notional amount, for fixed interest cash outflows at 0.5865 %. Both interest rate swap contracts mature and terminate on March 13, 2025 . The Company uses interest rate swaps for the management of interest rate risk exposure, as the interest rate swaps effectively convert a portion of the Company’s Revolving Credit Facility from a floating to a fixed rate. The interest rate swaps are agreements between the Company and Bank of America to pay, in the future, a fixed rate payment in exchange for Bank of America paying the Company a variable payment. The net payment obligation is based on the notional amount of the swap contracts and the prevailing market interest rates. The Company may terminate the swap contracts prior to their expiration, at which point a realized gain or loss would be recognized. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. The derivative instruments had a total notional amount of $ 30,000 and a fair value of $ 1,496 and $ 2,229 recorded in deposits and other assets in the condensed consolidated balance sheets as of December 31, 2023 and June 30, 2023, respectively. Neither interest rate swap contract is designated as a hedge, and gains and losses from changes in fair value are recognized in the condensed consolidated statements of comprehensive income. See Note 12 for discussion of fair value of the derivative instruments. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $ 0.001 per share and 100,000,000 shares of common stock, $ 0.001 per share. No shares of preferred stock are issued or outstanding on December 31, 2023 or June 30, 2023. Common Stock In December 2023, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2025 . In February 2022, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2023 . Under the stock repurchase programs, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The programs do not obligate the Company to repurchase any specific number of shares and could be suspended or terminated at any time without prior notice. Under the repurchase programs, the Company purchased 532,401 shares of its common stock at an average cost of $ 5.79 per share for an aggregate cost of $ 3,081 , and 839,864 shares of its common stock at an average cost of $ 5.95 per share for an aggregate cost of $ 5,000 during the six months ended December 31, 2023 and 2022 , respectively. |
Variable Interest Entity and Re
Variable Interest Entity and Related Party Transactions | 6 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entity and Related Party Transactions | NOTE 11 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS RLP is owned 40 % by a wholly-owned subsidiary of the Company and 60 % by RCP, a company for which the Chief Executive Officer of the Company is the sole member. RLP is a certified minority business enterprise that was formed for the purpose of providing the Company with a national accounts strategy to pursue corporate and government accounts with diversity initiatives. RCP’s ownership interest entitles it to 60 % of the profits and distributable cash, if any, generated by RLP. The operations of RLP are intended to provide certain benefits to the Company, including expanding the scope of services offered by the Company and participating in supplier diversity programs not otherwise available to the Company. In the course of evaluating and approving the ownership structure, operations and economics emanating from RLP, a committee consisting of the independent Board members of the Company, considered, among other factors, the significant benefits provided to the Company through association with a minority business enterprise, particularly as many of the Company’s largest current and potential customers have a need for diversity offerings. In addition, the committee concluded that the economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third parties. Certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties are considered variable interest entities. The Company has power over significant activities of RLP including the fulfillment of its contracts and financing its operations. Additionally, the Company also pays expenses and collects receivables on behalf of RLP. Thus, the Company is the primary beneficiary, RLP qualifies as a variable interest entity, and RLP is consolidated in these condensed consolidated financial statements. RLP recorded $ 216 and $ 598 in net income, of which RCP’s distributable share was $ 130 and $ 359 for the three and six months ended December 31, 2023, respectively. RLP recorded $ 149 and $ 280 in net income, of which RCP’s distributable share was $ 89 and $ 168 for the three and six months ended December 31, 2022, respectively . The non-controlling interest recorded as a reduction of net income available to common stockholders in the condensed consolidated statements of comprehensive income represents RCP’s distributive share. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 12 – FAIR VALUE MEASUREMENT The accounting guidance for fair value, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The fair value measurement level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: • Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; • Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost); and • Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option pricing, and excess earning models. Items Measured at Fair Value on a Recurring Basis The following table sets forth the Company’s financial assets (liabilities) measured at fair value on a recurring basis: Fair Value Measurements as of December 31, 2023 (In thousands) Level 3 Total Contingent consideration $ ( 90 ) $ ( 90 ) Interest rate swap contracts (derivatives) 1,496 1,496 Fair Value Measurements as of June 30, 2023 (In thousands) Level 3 Total Contingent consideration $ ( 4,173 ) $ ( 4,173 ) Interest rate swap contracts (derivatives) 2,229 2,229 The following table provides a reconciliation of the financial assets (liabilities) measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Interest Rate Swap Contracts Balance as of June 30, 2023 $ ( 4,173 ) $ 2,229 Increase related to acquisition ( 90 ) — Contingent consideration paid 3,723 — Change in fair value 450 ( 733 ) Balance as of December 31, 2023 $ ( 90 ) $ 1,496 The Company has contingent obligations to transfer cash payments and equity shares to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over their stated earn-out period. Contingent consideration is measured quarterly at fair value, and any change in the fair value of the contingent liability is included in the condensed consolidated statements of comprehensive income. The change in fair value in each period is principally attributable to a change in management’s estimates of future earn-out payments through the remainder of the earn-out periods. The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in assumptions and operating results could have a significant impact on the earn-out amount through earn-out periods measured through September 2026, although there are no maximums on certain earn-out payments. For contingent consideration the following table provides quantitative information about the significant unobservable inputs used in fair value measurement: (In thousands) Fair Value Valuation Methodology Unobservable Inputs Cascade contingent consideration $ — Income approach Projected gross margin over the earn-out period ending September 2024 >$ 6,300 Risk-adjusted discount rate 16.9 % Daleray contingent consideration 90 Income approach Projected adjusted EBITDA over the earn-out period ending September 2026 >$ 180 Risk-adjusted discount rate 15.0 % As discussed in Note 9, derivative instruments are carried at fair value on the condensed consolidated balance sheets. The fair market value of interest rate swaps is determined using Level 3 unobservable inputs, specifically a pricing service proprietary to Bank of America. Fair Value of Financial Instruments The carrying amounts of the Company’s cash equivalents, receivables, contract assets, accounts payable, commissions payable, accrued expenses, and the income tax receivable and payable approximate the fair values due to the relatively short maturities of these instruments. The carrying amounts of the Company’s Revolving Credit Facility and notes payable would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. During the six months ended December 31, 2023 , there were no transfers of financial instruments between Levels 1, 2, and 3. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES For the three and six months ended December 31, 2023, respectively, the components of income tax expense are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Current income tax expense $ 1,545 $ 2,628 $ 2,907 $ 5,890 Deferred income tax benefit ( 1,141 ) ( 1,168 ) ( 1,489 ) ( 1,666 ) Income tax expense $ 404 $ 1,460 $ 1,418 $ 4,224 The Company’s effective tax rates prior to discrete items for the three and six months ended December 31, 2023 and 2022 are higher than the U.S. federal statutory rates primarily due to the jurisdictional mix of income and state taxes. Income tax expense for the six months ended December 31, 2023 results in an effective tax rate of 28.22 % , which is higher than the U.S. federal statutory rate due to jurisdictional mix of income and state taxes, and reduced by share-based compensation benefits, which is discretely recognized through the six months ended December 31, 2023 and is not a component of the Company’s annualized forecasted effective tax rate for the fiscal year ending June 30, 2024. The effective tax rate through the six months ended December 31, 2022 was 24.38 % , which was higher than the U.S. federal statutory rate due to jurisdictional mix of income and state taxes, and reduced by share-based compensation benefits, which was discretely recognized in the quarter and was not a component of the Company’s annualized forecasted effective tax rate. The Company does not have any uncertain tax positions. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 14 – SHARE-BASED COMPENSATION The Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “2021 plan”) permits the Company’s Audit and Executive Committee to grant share-based awards to eligible employees, non-employee directors, and consultants of the Company. The 2021 plan became effective immediately upon approval by the Company’s stockholders and will expire on November 16, 2031 , unless terminated earlier by the Board. The 2021 plan replaces the 2012 Radiant Logistics, Inc. Stock Option and Performance Award Plan (the “2012 plan”). The remaining shares available for grant under the 2012 plan will roll over into the 2021 plan, and no new awards will be granted under the 2012 plan. The terms of the 2012 plan, as applicable, will continue to govern awards outstanding under the 2012 plan, until exercised, expired, paid or otherwise terminated or canceled. Other than the 2021 plan, there are no other equity compensation plans under which equity awards can be granted. Restricted Stock Units The Company recognized share-based compensation expense related to restricted stock units of $ 676 and $ 1,539 for the three and six months ended December 31, 2023, respectively, and $ 661 and $ 1,252 for the three and six months ended December 31, 2022, respectively. As of December 31, 2023, the Company had approximately $ 5,987 of total unrecognized share-based compensation cost for restricted stock units expected to be recognized over a weighted average period of approximately 1.94 years. The following table summarizes restricted stock unit activity under the plans: Number of Weighted Average Unvested balance as of June 30, 2023 1,360,796 $ 6.54 Vested ( 217,185 ) 5.18 Granted 529,504 6.28 Forfeited ( 147,967 ) 6.55 Unvested balance as of December 31, 2023 1,525,148 $ 6.64 As of December 31, 2023 , the unvested balance includes a total of 823,930 restricted stock units with performance-based conditions. These awards will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period. Stock Options Stock options are granted at exercise prices equal to the fair value of the common stock at the date of the grant and have a term of ten years . Generally, grants under each plan vest 20 % annually over a five-year period from the date of grant. The Company recognized share-based compensation expense related to stock options of $ 18 and $ 36 for the three and six months ended December 31, 2023, respectively, and $ 18 and $ 36 for the three and six months ended December 31, 2022, respectively. As of December 31, 2023, the Company had approximately $ 173 of total unrecognized share-based compensation cost for stock options expected to be recognized over a weighted average period of approximately 2.42 years. The following table summarizes stock option activity under the plans: Number of Weighted Weighted Aggregate Outstanding as of June 30, 2023 946,514 $ 4.37 2.40 $ 2,302 Exercised ( 5,591 ) 2.26 — 21 Outstanding as of December 31, 2023 940,923 $ 4.38 1.90 $ 2,211 Exercisable as of December 31, 2023 880,923 $ 4.17 1.53 $ 2,211 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened legal proceedings, except as described below, that are considered other than routine legal proceedings. The Company believes that the ultimate disposition or resolution of its routine legal proceedings, in the aggregate, are not material to its financial position, results of operations and liquidity. The Company initiated claims against a former customer for unpaid accounts receivable. In response, the former customer has claimed damages against the Company for alleged fines and penalties, detention and demurrage charges paid or due to carriers, and for damaged or lost product. The matter is in its preliminary stage and the Company is not yet able to reasonably estimate a possible loss or range of loss, if any. The Company intends to defend against these claims. The outcome of litigation is inherently unpredictable and subject to significant uncertainties. An adverse outcome could have a material impact on the Company’s results of operations and cash flows. Contingent Consideration and Earn-out Payments The Company’s agreements with respect to previous acquisitions contain future consideration provisions, which provide for the selling equity owners to receive additional consideration if specified operating results and financial objectives are achieved in future periods. Earn-out payments are generally due annually following the first anniversary of each respective acquisition. The estimated discounted earn-out payments to be paid during the fiscal year ended June 30, 2027 is $ 90 . Other Contractual Commitments As of December 31, 2023, the Company has $ 1,556 of n on-cancelable contractual commitments related to warehouse equipment associated with operating leases that have not yet commenced. The amounts are expected to be paid within one year. |
Operating and Geographic Segmen
Operating and Geographic Segment Information | 6 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating and Geographic Segment Information | NOTE 16 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker or decision-making group in making decisions regarding allocation of resources and assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has two operating and reportable segments: United States and Canada. The Company evaluates the performance of the segments primarily based on their respective revenues and income from operations. In addition, the Company includes the costs of the Company’s executives, board of directors, professional services, such as legal and consulting, amortization of intangible assets, and certain other corporate costs associated with operating as a public company as Corporate. As of and for the Three Months Ended December 31, 2023 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 169,518 $ 31,652 $ ( 88 ) $ 201,082 Income (loss) from operations 4,948 2,980 ( 6,264 ) 1,664 Other income (expense) 100 ( 44 ) ( 201 ) ( 145 ) Income (loss) before income taxes 5,048 2,936 ( 6,465 ) 1,519 Depreciation and amortization 845 964 2,555 4,364 Total assets 253,741 109,303 — 363,044 Property, technology, and equipment, net 10,247 16,080 — 26,327 Goodwill 68,871 20,380 — 89,251 As of and for the Three Months Ended December 31, 2022 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Income (loss) from operations 10,124 5,370 ( 8,350 ) 7,144 Other income (expense) ( 162 ) 189 ( 786 ) ( 759 ) Income (loss) before income taxes 9,962 5,559 ( 9,136 ) 6,385 Depreciation and amortization 1,057 811 5,046 6,914 Total assets 346,169 123,690 — 469,859 Property, technology, and equipment, net 10,086 13,577 — 23,663 Goodwill 68,991 19,933 — 88,924 As of and for the Six Months Ended December 31, 2023 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 349,796 $ 62,209 $ ( 125 ) $ 411,880 Income (loss) from operations 12,672 4,912 ( 12,258 ) 5,326 Other income (expense) 152 25 ( 119 ) 58 Income (loss) before income taxes 12,824 4,937 ( 12,377 ) 5,384 Depreciation and amortization 1,770 1,920 5,200 8,890 Total assets 253,741 109,303 — 363,044 Property, technology, and equipment, net 10,247 16,080 — 26,327 Goodwill 68,871 20,380 — 89,251 As of and for the Six Months Ended December 31, 2022 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Income (loss) from operations 23,915 10,806 ( 16,682 ) 18,039 Other income (expense) 150 350 ( 878 ) ( 378 ) Income (loss) before income taxes 24,065 11,156 ( 17,560 ) 17,661 Depreciation and amortization 2,114 1,569 10,010 13,693 Total assets 346,169 123,690 — 469,859 Property, technology, and equipment, net 10,086 13,577 — 23,663 Goodwill 68,991 19,933 — 88,924 |
Business Combination
Business Combination | 6 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 17 – BUSINESS COMBINATION Fiscal Year 2024 Acquisition On October 1, 2023, the Company acquired the assets and operations of Daleray Corporation (“Daleray”), a Fort Lauderdale, Florida based, privately held company that has operated under the Company’s Distribution By Air brand since 2014. The Company structured the transaction similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operation. The total consideration transferred in the business combination was not material. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 – SUBSEQUENT EVENTS Fiscal Year 2024 Acquisition Effective February 1, 2024 , the Company acquired the stock of Select Logistics, Inc. and Select Cartage Inc. (collectively “Select”), both Doral, Florida based, privately held companies that have operated as part of the Company’s Adcom Worldwide brand since 2007. Select is expected to transition to the Radiant brand and combine with the operations of Daleray to solidify the Company’s cruise logistics service offerings in south Florida. The Company structured the transaction similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | a) Principles of Consolidation The condensed consolidated financial statements include the accounts of Radiant Logistics, Inc. and its wholly-owned subsidiaries as well as a variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 60 % owned by Radiant Capital Partners, LLC (“RCP,” see Note 11), an entity owned by the Company’s Chief Executive Officer. All significant intercompany balances and transactions have been eliminated. Non-controlling interest in the condensed consolidated balance sheets represents RCP’s proportionate share of equity in RLP. Net income (loss) of non-wholly-owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder(s) of the non-controlling interest in proportion to their percentage ownership interests. |
Use of Estimates | b) Use of Estimates The preparation of condensed consolidated financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that could differ from these estimates . |
Cash and Cash Equivalents | c) Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts that may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. Cash equivalents consist of highly liquid investments with original maturities of three months or less. |
Restricted Cash | d) Restricted Cash Restricted cash represents five months of interest payments on the Company’s senior secured loan held by the lender that are required to be set aside. Restricted cash of $ 606 is included in prepaid expenses and other current assets in the condensed consolidated balance sheet as of December 31, 2023 and June 30, 2023 . The Company combines unrestricted and restricted cash for presentation in the condensed consolidated statements of cash flows. |
Accounts Receivable | e) Accounts Receivable Accounts receivable, which includes billed and unbilled amounts, are stated net of the allowance for credit losses and represents the net amount expected to be collected. The Company measures the expected credit losses on a collective (pool) basis based on the levels of delinquency (i.e., aging analysis) and applying an expected loss percentage rate to each pool when similar risk characteristics exist. The Company determines the allowance for credit losses by computing an expected loss percentage rate to each pool based upon its historical write-off experience, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are removed from the pool and evaluated separately. Amounts for shipments delivered but unbilled were $ 17,737 and $ 22,515 as of December 31, 2023 and June 30, 2023, respectively. Through a contractual arrangement, the Company records trade accounts receivable from revenue generated from independently owned strategic operating partners operating under various Company brands. Under these contracts, each strategic operating partner is responsible for some or all of the collection of its customer accounts receivable. To facilitate this arrangement, certain strategic operating partners are required to maintain a deposit with the Company for these receivables. The Company charges the respective strategic operating partner’s deposit account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. If a deficit balance occurs in the strategic operating partners’ deposit account, these amounts are included as accounts receivable in the Company’s condensed consolidated financial statements. For those strategic operating partners not required to maintain a deposit, the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. The Company expects to replenish these funds through the future business operations of these strategic operating partners, or as these amounts are ultimately collected from these customers. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit amounts, the Company would be at risk of loss for any such amounts. Due to the nature and specific risk characteristics of these accounts, the Company evaluates these accounts separately in determining an allowance for credit losses. The activity in the allowance for credit losses is as follows: (In thousands) Balance as of June 30, 2023 $ 2,776 Write-offs ( 223 ) Recoveries 318 Provision for credit losses 741 Foreign currency translation ( 15 ) Balance as of December 31, 2023 $ 3,597 |
Property, Technology, and Equipment | f) Property, Technology, and Equipment Property, technology, and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income (expense). Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. |
Goodwill | g) Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but rather is reviewed for impairment annually or more frequently if facts or circumstances indicate that its carrying amount may not be recoverable. The Company has determined that there are two reporting units for the purpose of the goodwill impairment test. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing a quantitative impairment test. The qualitative assessment evaluates various factors, such as macroeconomic conditions, industry and market conditions, cost factors, recent events, and financial trends that may impact the fair value of the reporting unit. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is required. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying amount. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved, and multiples of current and future earnings, and market approach, which utilizes a selection of guideline public companies. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of April 1 of each year or more frequently if facts or circumstances indicate that the carrying amount may not be recoverable. As of December 31, 2023 , management believes no impairment exists. |
Long-Lived Assets | h) Long-Lived Assets Long-lived assets, such as property, technology, and equipment, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist. Definite-lived intangible assets consist of customer related intangible assets, trade names and trademarks, licenses, developed technology, and non-compete agreements arising from the Company’s acquisitions. Customer related intangible assets and trademarks and trade names are amortized using the straight-line method over periods of up to 15 years , licenses are amortized using the straight-line method over ten years , developed technology is amortized using the straight-line method over five years , and non-compete agreements are amortized using the straight-line method over periods of up to five years . |
Business Combinations | i) Business Combinations The Company accounts for business acquisitions using the acquisition method . The assets acquired and liabilities assumed in business combinations, including identifiable intangible assets, are recorded based upon their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill. Acquisition expenses are expensed as incurred. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates are inherently uncertain and subject to refinement. The fair values of intangible assets are generally estimated using a discounted cash flow approach with Level 3 inputs. The estimate of fair value of an intangible asset is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company generally uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions. For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is generally estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating results and financial objectives by acquired companies using Level 3 inputs discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the condensed consolidated statements of comprehensive income. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed consolidated statements of comprehensive income. |
Revenue Recognition | j) Revenue Recognition The Company recognizes revenue to depict the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services. The Company’s revenues are primarily from transportation services, which include providing for the arrangement of freight, both domestically and internationally, through modes of transportation, such as air freight, ocean freight, truckload, less than truckload, and intermodal. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 45 days from the date of invoice. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s agreed upon destination. The transportation services, including certain ancillary services, such as loading/unloading, freight insurance and customs clearance, that are provided to the customer represent a single performance obligation as the ancillary services are not distinct in the context of the contract and therefore combined with the performance obligation for transportation services. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from point of origin to point of destination. The Company determines the period to recognize revenue based upon the actual departure date and delivery date, if available, or estimated delivery date if delivery has not occurred as of the reporting date. Certain shipments may require the Company to estimate revenue, in which case it uses the average revenue per shipment, per mode of transportation. Determination of the estimated revenue, transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The timing of revenue recognition, billings, cash collections, and allowance for credit losses results in billed and unbilled receivables. The Company receives the unconditional right to bill when shipments are delivered to their destination. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contract with its transportation customers have an expected duration of one year or less. The corresponding direct costs of revenue, including primarily purchased transportation costs and commissions, have been expensed ratably as incurred. The Company also provides MM&D services for its customers under contracts generally ranging from a few months to five years and include renewal provisions. These MM&D service contracts provide for inventory management, order fulfillment and warehousing of the customer’s product and arrangement of transportation of the customer’s product. The Company’s performance obligations are satisfied over time as the customers simultaneously receive and consume the services provided by the Company as it performs. Revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized over time based on the level of activity volume. Other services include primarily CHB services sold separately as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue. The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the condensed consolidated statements of comprehensive income. Contract Assets Contract assets represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in-transit shipments at period end, but for which it has not yet completed the performance obligations. Upon completion of the performance obligations, which can vary in duration based upon the mode of transportation, the balance is included in accounts receivable. Operating Partner and Other Commissions The Company enters into contractual arrangements with strategic operating partners that operate, on behalf of the Company, an office in a specific location that engages primarily in arranging, domestic and international transportation services. In return, the strategic operating partner is compensated through the payment of sales commissions, which are based on individual shipments. The Company accrues the strategic operating partners’ commission obligation ratably as the goods are transferred to the customer. The Company records employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. |
Defined Contribution Savings Plans | k) Defined Contribution Savings Plan The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $ 386 and $ 852 for the three and six months ended December 31, 2023, respectively, and $ 399 and $ 863 for the three and six months ended December 31, 2022, respectively . |
Income Taxes | l) Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company records a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. Currently, the Company does not have any accruals for uncertain tax positions. |
Share-Based Compensation | m) Share-Based Compensation The Company grants restricted stock awards, restricted stock units, and stock options to certain directors, officers, and employees. The fair value of restricted stock awards is the market price of the Company’s common stock as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of stock option awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. Share-based compensation is recorded over the requisite service period, generally defined as the vesting period. The Company records share-based compensation for service-based restricted stock awards and stock options on a straight-line basis over the requisite service period of the entire award. Certain restricted stock units also have performance-based conditions and will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period. The Company accounts for forfeitures as they occur. Share-based compensation expense is reflected in personnel costs in the condensed consolidated statements of comprehensive income. |
Basic and Diluted Income per Share Allocable to Common Stockholders | n) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding after giving effect to all potential dilutive securities, such as restricted stock units and stock options. |
Foreign Currency Translation | o) Foreign Currency For the Company’s foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at period end exchange rates and all revenue and expenses are translated at the weighted average rates for the period. Translation adjustments are recorded in foreign currency translation in other comprehensive income. Gains and losses on transactions of monetary items denominated in a foreign currency are recognized within other expense on the condensed consolidated statements of comprehensive income. |
Leases | p) Leases The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liabilities; and operating lease liabilities, net of current portion in the condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liabilities; and finance lease liabilities, net of current portion in the condensed consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms may include options to extend or terminate the lease, which the Company has generally not included in its calculation of ROU assets or lease liabilities as it is not reasonably certain that the option will be exercised in the normal course of business. For the Company’s lease agreements containing fixed payments for both lease and non-lease components, the Company accounts for the components as a single lease component, as permitted. For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify, and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the three and six months ended December 31, 2023 and 2022 are immaterial. Certain leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. Variable payments, to the extent they are not considered fixed, are expensed as incurred. Variable lease costs for the three and six months ended December 31, 2023 and 2022 are immaterial. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the ROU asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. |
Derivatives | q) Derivatives Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in earnings with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings. As of December 31, 2023 , the Company does no t have any derivatives designated as hedges. For derivative instruments that are not designated as hedges, gains and losses from changes in fair value of interest rate swap contracts are recognized in the condensed consolidated statements of comprehensive income. |
Treasury Stock | r) Treasury Stock The Company accounts for treasury stock under the cost method, and repurchases are reflected as reductions of stockholders’ equity at cost (see Note 10). As of December 31, 2023 , there have been no reissuances of treasury stock. |
Reclassifications of Previously Issued Financial Statements | s) Reclassification of Previously Issued Financial Statements Certain amounts in the prior period have been reclassified in the condensed consolidated financial statements to conform to the current year presentation. There has been no impact on previously reported net income or stockholders’ equity from such reclassification. |
Recently Adopted Accounting Guidance | t) Recently Adopted Accounting Guidance In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (and issued subsequent ASUs on ASC 326), which changes estimates for credit losses related to financial assets measured at amortized cost, including loan receivables, trade receivables and other contracts, such as off-balance sheet credit exposure, specifically, loan commitments and standby letters of credit, financial guarantees, and other similar instruments. The guidance replaced the current incurred loss accounting model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model requires the measurement of the lifetime expected credit losses on financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The standard requires a cumulative effect adjustment to retained earnings to the first reporting period in which the guidance is effective. The Company, as a smaller reporting company as of the relevant measuring period, qualified for an extension of the adoption of ASU 2016-13 to July 1, 2023. The Company adopted ASU 2016-13 on July 1, 2023 for all financial assets measured at amortized cost, consisting primarily of trade accounts receivable, which are short-term and for which the Company has no t historically experienced significant credit losses. Based on the immaterial effect of ASU 2016-13 on the financial statements, a cumulative effect adjustment was not considered necessary. u) Recent Accounting Guidance Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires greater disaggregation of information in a reporting entity’s effective tax rate reconciliation as well as disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires more disaggregated expense information about a public entity’s reportable segments if the significant segment expenses are regularly provided to the chief operating decision maker and included in each reported measure of segment profit or loss. Additionally, ASU 2023-07 allows public entities to disclose more than one measure of segment profit or loss used by the chief operating decision maker. This ASU 2023-07 does not change the definition of a segment, the method of determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively as of the beginning of the earliest period presented. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its segment reporting disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Allowance for Credit Losses | The activity in the allowance for credit losses is as follows: (In thousands) Balance as of June 30, 2023 $ 2,776 Write-offs ( 223 ) Recoveries 318 Provision for credit losses 741 Foreign currency translation ( 15 ) Balance as of December 31, 2023 $ 3,597 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Gross Revenues by Major Service Lines and Geographic Markets and Timing of Revenue Recognition | A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition are as follows: Three Months Ended December 31, 2023 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 166,121 $ 21,780 $ ( 88 ) $ 187,813 Value-added services (1) 3,397 9,872 — 13,269 Total $ 169,518 $ 31,652 $ ( 88 ) $ 201,082 Timing of revenue recognition: Services transferred over time $ 168,049 $ 31,637 $ ( 88 ) $ 199,598 Services transferred at a point in time 1,469 15 — 1,484 Total $ 169,518 $ 31,652 $ ( 88 ) $ 201,082 Six Months Ended December 31, 2023 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 342,945 $ 42,963 $ ( 125 ) $ 385,783 Value-added services (1) 6,851 19,246 — 26,097 Total $ 349,796 $ 62,209 $ ( 125 ) $ 411,880 Timing of revenue recognition: Services transferred over time $ 346,691 $ 62,170 $ ( 125 ) $ 408,736 Services transferred at a point in time 3,105 39 — 3,144 Total $ 349,796 $ 62,209 $ ( 125 ) $ 411,880 Three Months Ended December 31, 2022 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 235,246 $ 29,803 $ ( 58 ) $ 264,991 Value-added services (1) 2,545 10,583 — 13,128 Total $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Timing of revenue recognition: Services transferred over time $ 235,942 $ 40,362 $ ( 58 ) $ 276,246 Services transferred at a point in time 1,849 24 — 1,873 Total $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Six Months Ended December 31, 2022 (In thousands) United States Canada Corporate/ Eliminations Total Major service lines: Transportation services $ 521,720 $ 61,655 $ ( 255 ) $ 583,120 Value-added services (1) 6,089 19,881 — 25,970 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Timing of revenue recognition: Services transferred over time $ 523,788 $ 81,491 $ ( 255 ) $ 605,024 Services transferred at a point in time 4,021 45 — 4,066 Total $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 (1) Value-added services include MM&D, CHB, GTM, and other services. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computations of the Numerator and Denominator of Basic and Diluted Income Per Share | The computations of the numerator and denominator of basic and diluted income per share are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands, except share data) 2023 2022 2023 2022 Numerator: Net income attributable to Radiant Logistics, Inc. $ 985 $ 4,836 $ 3,607 $ 13,269 Denominator: Weighted average common shares outstanding, basic 46,990,818 48,243,204 47,144,388 48,494,260 Dilutive effect of share-based awards 1,916,634 1,184,216 1,847,431 1,370,956 Weighted average common shares outstanding, diluted 48,907,452 49,427,420 48,991,819 49,865,216 Potentially dilutive common shares excluded 110,000 110,000 105,000 105,000 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Operating lease cost $ 3,656 $ 3,610 $ 7,376 $ 6,623 Finance leases: Amortization of leased assets 176 180 384 333 Interest on lease liabilities 12 18 33 37 Total finance lease cost $ 188 $ 198 $ 417 $ 370 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: Six Months Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 7,353 $ 5,409 Operating cash flows paid for interest portion of finance leases 36 37 Financing cash flows paid for principal portion of finance leases 306 296 Right-of-use assets obtained (remeasured) in exchange for lease liabilities: Operating leases $ ( 265 ) $ 25,096 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases are as follows: (In thousands) December 31, 2023 June 30, 2023 Operating leases: Operating lease right-of-use assets $ 50,042 $ 56,773 Current portion of operating lease liabilities 10,535 11,273 Operating lease liabilities, net of current portion 46,119 52,120 Total operating lease liabilities $ 56,654 $ 63,393 Finance leases: Property, technology, and equipment, net $ 1,299 $ 1,878 Current portion of finance lease liabilities 583 620 Finance lease liabilities, net of current portion 704 1,121 Total finance lease liabilities $ 1,287 $ 1,741 Weighted average remaining lease term: Operating leases 6.0 years 6.2 years Finance leases 2.6 years 3.2 years Weighted average discount rate: Operating leases 5.39 % 5.29 % Finance leases 5.37 % 4.93 % |
Maturities of Lease Liabilities | As of December 31, 2023, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) Operating Finance 2024 (remaining) $ 6,571 $ 317 2025 13,330 627 2026 12,109 270 2027 10,712 48 2028 6,700 48 Thereafter 17,963 70 Total lease payments 67,385 1,380 Less imputed interest ( 10,731 ) ( 93 ) Total lease liabilities $ 56,654 $ 1,287 |
Property, Technology, and Equ_2
Property, Technology, and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Technology, and Equipment | (In thousands) Useful Life December 31, 2023 June 30, 2023 Computer software 3 − 5 years $ 27,922 $ 26,964 Office and warehouse equipment 3 − 15 years 15,423 14,179 Leasehold improvements (1) 10,189 9,083 Trailers and related equipment 3 − 15 years 6,653 7,015 Computer equipment 3 − 5 years 5,478 4,529 Furniture and fixtures 3 − 15 years 1,855 1,743 Property, technology, and equipment 67,520 63,513 Less: accumulated depreciation and amortization ( 41,193 ) ( 38,124 ) Property, technology, and equipment, net $ 26,327 $ 25,389 (1) The cost is amortized over the shorter of the lease term or useful life. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: (In thousands) Balance as of June 30, 2023 $ 89,203 Acquisition 48 Balance as of December 31, 2023 $ 89,251 |
Schedule of Intangible Assets | Intangible assets consist of the following: December 31, 2023 (In thousands) Weighted Gross Accumulated Net Customer related 7.6 years $ 117,887 $ ( 91,617 ) $ 26,270 Trade names and trademarks 7.1 years 15,547 ( 12,829 ) 2,718 Developed technology 2.9 years 4,091 ( 1,705 ) 2,386 Licenses 3.2 years 785 ( 530 ) 255 Covenants not to compete 1.1 years 1,433 ( 1,316 ) 117 $ 139,743 $ ( 107,997 ) $ 31,746 June 30, 2023 (In thousands) Weighted Gross Accumulated Net 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 |
Schedule of Future Amortization Expense | Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2024 (remaining) $ 5,001 2025 8,192 2026 3,457 2027 2,880 2028 2,250 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: (In thousands) December 31, 2023 June 30, 2023 Senior secured loans $ 1,868 $ 4,204 Unamortized debt issuance costs ( 42 ) ( 97 ) Total notes payable 1,826 4,107 Less: current portion ( 1,826 ) ( 4,107 ) Total notes payable, net of current portion $ — $ — |
Schedule of Maturities of Notes Payable | Future maturities of notes payable for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2024 (remaining) $ 1,868 Total $ 1,868 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets (Liabilities) Measured at Fair Value on Recurring Basis | Items Measured at Fair Value on a Recurring Basis The following table sets forth the Company’s financial assets (liabilities) measured at fair value on a recurring basis: Fair Value Measurements as of December 31, 2023 (In thousands) Level 3 Total Contingent consideration $ ( 90 ) $ ( 90 ) Interest rate swap contracts (derivatives) 1,496 1,496 Fair Value Measurements as of June 30, 2023 (In thousands) Level 3 Total Contingent consideration $ ( 4,173 ) $ ( 4,173 ) Interest rate swap contracts (derivatives) 2,229 2,229 |
Fair Value of Assets (Liabilities) Measured on Recurring Basis Unobservable Input Reconciliation | The following table provides a reconciliation of the financial assets (liabilities) measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Interest Rate Swap Contracts Balance as of June 30, 2023 $ ( 4,173 ) $ 2,229 Increase related to acquisition ( 90 ) — Contingent consideration paid 3,723 — Change in fair value 450 ( 733 ) Balance as of December 31, 2023 $ ( 90 ) $ 1,496 |
Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration | For contingent consideration the following table provides quantitative information about the significant unobservable inputs used in fair value measurement: (In thousands) Fair Value Valuation Methodology Unobservable Inputs Cascade contingent consideration $ — Income approach Projected gross margin over the earn-out period ending September 2024 >$ 6,300 Risk-adjusted discount rate 16.9 % Daleray contingent consideration 90 Income approach Projected adjusted EBITDA over the earn-out period ending September 2026 >$ 180 Risk-adjusted discount rate 15.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | For the three and six months ended December 31, 2023, respectively, the components of income tax expense are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Current income tax expense $ 1,545 $ 2,628 $ 2,907 $ 5,890 Deferred income tax benefit ( 1,141 ) ( 1,168 ) ( 1,489 ) ( 1,666 ) Income tax expense $ 404 $ 1,460 $ 1,418 $ 4,224 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share Based Compensation Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity under the plans: Number of Weighted Average Unvested balance as of June 30, 2023 1,360,796 $ 6.54 Vested ( 217,185 ) 5.18 Granted 529,504 6.28 Forfeited ( 147,967 ) 6.55 Unvested balance as of December 31, 2023 1,525,148 $ 6.64 |
Schedule of Share-Based Compensation Stock Options Activity | The following table summarizes stock option activity under the plans: Number of Weighted Weighted Aggregate Outstanding as of June 30, 2023 946,514 $ 4.37 2.40 $ 2,302 Exercised ( 5,591 ) 2.26 — 21 Outstanding as of December 31, 2023 940,923 $ 4.38 1.90 $ 2,211 Exercisable as of December 31, 2023 880,923 $ 4.17 1.53 $ 2,211 |
Operating and Geographic Segm_2
Operating and Geographic Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | The Company evaluates the performance of the segments primarily based on their respective revenues and income from operations. In addition, the Company includes the costs of the Company’s executives, board of directors, professional services, such as legal and consulting, amortization of intangible assets, and certain other corporate costs associated with operating as a public company as Corporate. As of and for the Three Months Ended December 31, 2023 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 169,518 $ 31,652 $ ( 88 ) $ 201,082 Income (loss) from operations 4,948 2,980 ( 6,264 ) 1,664 Other income (expense) 100 ( 44 ) ( 201 ) ( 145 ) Income (loss) before income taxes 5,048 2,936 ( 6,465 ) 1,519 Depreciation and amortization 845 964 2,555 4,364 Total assets 253,741 109,303 — 363,044 Property, technology, and equipment, net 10,247 16,080 — 26,327 Goodwill 68,871 20,380 — 89,251 As of and for the Three Months Ended December 31, 2022 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 237,791 $ 40,386 $ ( 58 ) $ 278,119 Income (loss) from operations 10,124 5,370 ( 8,350 ) 7,144 Other income (expense) ( 162 ) 189 ( 786 ) ( 759 ) Income (loss) before income taxes 9,962 5,559 ( 9,136 ) 6,385 Depreciation and amortization 1,057 811 5,046 6,914 Total assets 346,169 123,690 — 469,859 Property, technology, and equipment, net 10,086 13,577 — 23,663 Goodwill 68,991 19,933 — 88,924 As of and for the Six Months Ended December 31, 2023 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 349,796 $ 62,209 $ ( 125 ) $ 411,880 Income (loss) from operations 12,672 4,912 ( 12,258 ) 5,326 Other income (expense) 152 25 ( 119 ) 58 Income (loss) before income taxes 12,824 4,937 ( 12,377 ) 5,384 Depreciation and amortization 1,770 1,920 5,200 8,890 Total assets 253,741 109,303 — 363,044 Property, technology, and equipment, net 10,247 16,080 — 26,327 Goodwill 68,871 20,380 — 89,251 As of and for the Six Months Ended December 31, 2022 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 527,809 $ 81,536 $ ( 255 ) $ 609,090 Income (loss) from operations 23,915 10,806 ( 16,682 ) 18,039 Other income (expense) 150 350 ( 878 ) ( 378 ) Income (loss) before income taxes 24,065 11,156 ( 17,560 ) 17,661 Depreciation and amortization 2,114 1,569 10,010 13,693 Total assets 346,169 123,690 — 469,859 Property, technology, and equipment, net 10,086 13,577 — 23,663 Goodwill 68,991 19,933 — 88,924 |
The Company and Basis of Pres_2
The Company and Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2023 Location Office | |
Business Combinations [Abstract] | |
Number of operating locations | Location | 100 |
Number of owned offices | Office | 25 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) Unit shares | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Interest only repayment period | 5 months | ||||
Restricted cash | $ 606,000 | $ 606,000 | $ 606,000 | ||
Restricted Cash, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | ||
Unbilled accounts receivable | $ 17,737,000 | $ 17,737,000 | $ 22,515,000 | ||
Number of reporting units | Unit | 2 | ||||
Revenue, practical expedient, nondisclosure of transaction price allocation to performance obligation description | true | ||||
Defined contribution plan, contributions by employer | 386,000 | $ 399,000 | $ 852,000 | $ 863,000 | |
Performance goals measured period | 3 years | ||||
Derivative instruments designated as hedges | $ 0 | $ 0 | |||
Reissuances of treasury stock | shares | 0 | ||||
ASU 2016-13 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, ASU, Adopted [true false] | true | true | |||
Change in accounting principle, ASU, Adoption date | Jul. 01, 2023 | Jul. 01, 2023 | |||
Change in accounting principle, ASU, Immaterial Effect [true false] | true | true | |||
Licenses | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 10 years | 10 years | |||
Developed technology | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 5 years | 5 years | |||
Maximum | Customer-Related Intangible Assets | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 15 years | 15 years | |||
Maximum | Trademarks and Trade Names | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 15 years | 15 years | |||
Maximum | Non-compete Agreements | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangibles assets, useful life | 5 years | 5 years | |||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Equity method investment, ownership percentage | 60% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Allowance for Credit Losses (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Balance as of June 30, 2023 | $ 2,776 |
Write-offs | (223) |
Recoveries | 318 |
Provision for credit losses | 741 |
Foreign currency translation | (15) |
Balance as of December 31, 2023 | $ 3,597 |
Revenue - Disaggregation of Gro
Revenue - Disaggregation of Gross Revenues by Major Service Lines and Geographic Markets and Timing of Revenue Recognition (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 201,082 | $ 278,119 | $ 411,880 | $ 609,090 | |
Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 187,813 | 264,991 | 385,783 | 583,120 | |
Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 13,269 | [1] | 13,128 | 26,097 | 25,970 |
Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 199,598 | 276,246 | 408,736 | 605,024 | |
Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 1,484 | 1,873 | 3,144 | 4,066 | |
Operating Segments | United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 169,518 | 237,791 | 349,796 | 527,809 | |
Operating Segments | United States | Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 166,121 | 235,246 | 342,945 | 521,720 | |
Operating Segments | United States | Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 3,397 | 2,545 | 6,851 | 6,089 | |
Operating Segments | United States | Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 168,049 | 235,942 | 346,691 | 523,788 | |
Operating Segments | United States | Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 1,469 | 1,849 | 3,105 | 4,021 | |
Operating Segments | Canada | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 31,652 | 40,386 | 62,209 | 81,536 | |
Operating Segments | Canada | Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 21,780 | 29,803 | 42,963 | 61,655 | |
Operating Segments | Canada | Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 9,872 | 10,583 | 19,246 | 19,881 | |
Operating Segments | Canada | Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 31,637 | 40,362 | 62,170 | 81,491 | |
Operating Segments | Canada | Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 15 | 24 | 39 | 45 | |
Corporate/Eliminations | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | (88) | (58) | (125) | (255) | |
Corporate/Eliminations | Transportation Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | (88) | (58) | (125) | (255) | |
Corporate/Eliminations | Value Added Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Corporate/Eliminations | Services Transferred over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | (88) | (58) | (125) | (255) | |
Corporate/Eliminations | Services Transferred at a Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] Value-added services include MM&D, CHB, GTM, and other services. |
Earnings Per Share - Computatio
Earnings Per Share - Computations of the Numerator and Denominator of Basic and Diluted Income Per Share (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||||
Net income attributable to Radiant Logistics, Inc. | $ 985 | $ 4,836 | $ 3,607 | $ 13,269 |
Denominator: | ||||
Weighted average common shares outstanding, basic | 46,990,818 | 48,243,204 | 47,144,388 | 48,494,260 |
Dilutive effect of share-based awards | 1,916,634 | 1,184,216 | 1,847,431 | 1,370,956 |
Weighted average common shares outstanding, diluted | 48,907,452 | 49,427,420 | 48,991,819 | 49,865,216 |
Potentially dilutive common shares excluded | 110,000 | 110,000 | 105,000 | 105,000 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Lease term expiration month and year | 2033-12 |
Undiscounted future lease payments | $ 27,009 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 3,656 | $ 3,610 | $ 7,376 | $ 6,623 |
Finance leases: | ||||
Amortization of leased assets | 176 | 180 | 384 | 333 |
Interest on lease liabilities | 12 | 18 | 33 | 37 |
Total finance lease cost | $ 188 | $ 198 | $ 417 | $ 370 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows paid for operating leases | $ 7,353 | $ 5,409 |
Operating cash flows paid for interest portion of finance leases | 36 | 37 |
Financing cash flows paid for principal portion of finance leases | 306 | 296 |
Right-of-use assets obtained (remeasured) in exchange for lease liabilities: | ||
Operating leases | $ (265) | $ 25,096 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Operating leases: | ||
Operating lease right-of-use assets | $ 50,042 | $ 56,773 |
Current portion of operating lease liabilities | 10,535 | 11,273 |
Operating lease liabilities, net of current portion | 46,119 | 52,120 |
Total operating lease liabilities | 56,654 | 63,393 |
Finance leases: | ||
Property, technology, and equipment, net | $ 1,299 | $ 1,878 |
Finance lease, right-of-use asset, statement of financial position [Extensible List] | Property, technology, and equipment, net | Property, technology, and equipment, net |
Current portion of finance lease liabilities | $ 583 | $ 620 |
Finance lease liabilities, net of current portion | 704 | 1,121 |
Total finance lease liabilities | $ 1,287 | $ 1,741 |
Weighted average remaining lease term: | ||
Operating leases | 6 years | 6 years 2 months 12 days |
Finance leases | 2 years 7 months 6 days | 3 years 2 months 12 days |
Weighted average discount rate: | ||
Operating leases | 5.39% | 5.29% |
Finance leases | 5.37% | 4.93% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Operating lease: | ||
2024 (remaining) | $ 6,571 | |
2025 | 13,330 | |
2026 | 12,109 | |
2027 | 10,712 | |
2028 | 6,700 | |
Thereafter | 17,963 | |
Total lease payments | 67,385 | |
Less imputed interest | (10,731) | |
Total lease liabilities | 56,654 | $ 63,393 |
Finance lease: | ||
2024 (remaining) | 317 | |
2025 | 627 | |
2026 | 270 | |
2027 | 48 | |
2028 | 48 | |
Thereafter | 70 | |
Total lease payments | 1,380 | |
Less imputed interest | (93) | |
Total lease liabilities | $ 1,287 | $ 1,741 |
Property, Technology, and Equ_3
Property, Technology, and Equipment - Schedule of Property, Technology, and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 67,520 | $ 63,513 | ||
Less: accumulated depreciation and amortization | (41,193) | (38,124) | ||
Property, technology, and equipment, net | 26,327 | 25,389 | $ 23,663 | |
Computer software | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 27,922 | 26,964 | ||
Computer software | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Computer software | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 5 years | |||
Office and warehouse equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 15,423 | 14,179 | ||
Office and warehouse equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Office and warehouse equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
Leasehold improvements | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | [1] | $ 10,189 | 9,083 | |
Trailers and related equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 6,653 | 7,015 | ||
Trailers and related equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Trailers and related equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
Computer equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 5,478 | 4,529 | ||
Computer equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Computer equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 5 years | |||
Furniture and fixtures | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment | $ 1,855 | $ 1,743 | ||
Furniture and fixtures | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Furniture and fixtures | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
[1] The cost is amortized over the shorter of the lease term or useful life. |
Property, Technology, and Equ_4
Property, Technology, and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and leasehold amortization | $ 1,810 | $ 1,868 | $ 3,693 | $ 3,684 | |
Computer software in development | 67,520 | 67,520 | $ 63,513 | ||
Software In Development | |||||
Property Plant And Equipment [Line Items] | |||||
Computer software in development | $ 686 | $ 686 | $ 548 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of June 30, 2023 | $ 89,203 |
Acquisition | 48 |
Balance as of December 31, 2023 | $ 89,251 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Jun. 30, 2023 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 139,743 | $ 139,501 |
Intangible assets, accumulated amortization | (107,997) | (102,860) |
Intangible assets, net carrying amount | 31,746 | 36,641 |
Customer related | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 117,887 | 117,645 |
Intangible assets, accumulated amortization | (91,617) | (87,175) |
Intangible assets, net carrying amount | $ 26,270 | $ 30,470 |
Intangible assets, weighted-average amortization period | 7 years 7 months 6 days | 7 years 6 months |
Trademarks and Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 15,547 | $ 15,547 |
Intangible assets, accumulated amortization | (12,829) | (12,637) |
Intangible assets, net carrying amount | $ 2,718 | $ 2,910 |
Intangible assets, weighted-average amortization period | 7 years 1 month 6 days | 7 years 7 months 6 days |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 4,091 | $ 4,091 |
Intangible assets, accumulated amortization | (1,705) | (1,295) |
Intangible assets, net carrying amount | $ 2,386 | $ 2,796 |
Intangible assets, weighted-average amortization period | 2 years 10 months 24 days | 3 years 4 months 24 days |
Licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 785 | $ 785 |
Intangible assets, accumulated amortization | (530) | (490) |
Intangible assets, net carrying amount | $ 255 | $ 295 |
Intangible assets, weighted-average amortization period | 3 years 2 months 12 days | 3 years 8 months 12 days |
Covenants not to compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 1,433 | $ 1,433 |
Intangible assets, accumulated amortization | (1,316) | (1,263) |
Intangible assets, net carrying amount | $ 117 | $ 170 |
Intangible assets, weighted-average amortization period | 1 year 1 month 6 days | 1 year 7 months 6 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangibles | $ 2,554 | $ 5,046 | $ 5,197 | $ 10,009 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (remaining) | $ 5,001 |
2025 | 8,192 |
2026 | 3,457 |
2027 | 2,880 |
2028 | $ 2,250 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Debt Disclosure [Abstract] | ||
Senior secured loans | $ 1,868 | $ 4,204 |
Unamortized debt issuance costs | (42) | (97) |
Total notes payable | 1,826 | 4,107 |
Less: current portion | (1,826) | (4,107) |
Total notes payable, net of current portion | $ 0 | $ 0 |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Notes Payable (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remaining) | $ 1,868 |
Total | $ 1,868 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) $ in Thousands, $ in Thousands | 6 Months Ended | ||||
Apr. 02, 2015 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Aug. 05, 2022 USD ($) | Apr. 01, 2017 CAD ($) | |
Debt Instrument [Line Items] | |||||
Interest only repayment period | 5 months | 5 months | |||
Minimum | Integrated Private Debt Fund Loan | |||||
Debt Instrument [Line Items] | |||||
Loan prepayment prior written notice period | 30 days | 30 days | |||
Integrated Private Debt Fund IV LP | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Apr. 01, 2024 | ||||
Annual interest rate | 6.65% | ||||
Senior secured term loan | $ 29,000 | ||||
Interest only repayment period | 12 months | ||||
Debt instrument, monthly principle and interest payment | $ 390 | ||||
Outstanding term loan | $ 1,162 | ||||
Integrated Private Debt Fund IV LP | Prepaid Expenses and Other Current Assets | |||||
Debt Instrument [Line Items] | |||||
Deferred Tax Assets recognized in deposits and other assets | $ 606 | ||||
Integrated Private Debt Fund V LP | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Jun. 01, 2024 | Jun. 01, 2024 | |||
Annual interest rate | 6.65% | ||||
Senior secured term loan | $ 10,000 | ||||
Debt instrument, monthly principle and interest payment | $ 149 | ||||
Outstanding term loan | $ 706 | ||||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility maximum borrowing capacity | $ 200,000 | ||||
Line of credit facility term | 5 years | 5 years | |||
Line of credit facility accordion feature | $ 75,000 | ||||
Line of credit maximum consolidated leverage ratio | 3 | 3 | |||
Line of credit minimum consolidated interest coverage ratio | 3 | 3 | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | Tranche One | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility maximum borrowing capacity | 150,000 | ||||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | Tranche Two | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility maximum borrowing capacity | $ 50,000 | ||||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 0.50% | 0.50% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 1.50% | 1.50% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | SOFR | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility interest rate description | The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and its guarantors on a parity basis with the security interest held by Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP described below. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. | The Revolving Credit Facility has a term of five years and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and its guarantors on a parity basis with the security interest held by Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP described below. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 1.40% | 1.40% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 2.40% | 2.40% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | SOFR Daily Floating Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 1.40% | 1.40% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | SOFR Daily Floating Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 2.40% | 2.40% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | CORRA | Minimum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 1.40% | 1.40% | |||
Marginal rate depending on term | 0.29547% | 0.29547% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | CORRA | Maximum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 2.40% | 2.40% | |||
Marginal rate depending on term | 0.32138% | 0.32138% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | CORRA Daily Simple Rate | |||||
Debt Instrument [Line Items] | |||||
Marginal rate depending on term | 0.29547% | 0.29547% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | CORRA Daily Simple Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 1.40% | 1.40% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | CORRA Daily Simple Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 2.40% | 2.40% | |||
Revolving Credit Facility | Bank of America N.A. and BMO Capital Markets Corp | One Month SOFR Rate | |||||
Debt Instrument [Line Items] | |||||
Annual interest rate | 5.35% |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - Interest Rate Swap - USD ($) $ in Thousands | Apr. 01, 2020 | Mar. 20, 2020 | Dec. 31, 2023 | Jun. 30, 2023 |
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative entering date | Apr. 01, 2020 | Mar. 20, 2020 | ||
Notional amount | $ 10,000 | $ 20,000 | $ 30,000 | |
Derivative fixed interest rate | 0.5865% | 0.635% | ||
Derivative maturity date | Mar. 13, 2025 | Mar. 13, 2025 | ||
Deposit and Other Assets | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Fair value | $ 1,496 | $ 2,229 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Class Of Stock [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value, per share | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value, per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Shares authorized to repurchase under the stock repurchase program | 5,000,000 | 5,000,000 | 5,000,000 | ||
Repurchase program, expiration date | Dec. 31, 2025 | Dec. 31, 2023 | |||
Repurchase program, common stock purchased shares | 532,401 | 839,864 | |||
Repurchase program, common stock purchased value at cost, average cost per share | $ 5.79 | $ 5.95 | |||
Repurchase program, common stock purchased value at cost | $ 3,081 | $ 5,000 |
Variable Interest Entity and _2
Variable Interest Entity and Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | ||||
Change in non-controlling interest | $ 130 | $ 89 | $ 359 | $ 168 |
Radiant Capital Partners, LLC | ||||
Variable Interest Entity [Line Items] | ||||
Change in non-controlling interest | 130 | 89 | 359 | 168 |
Radiant Logistics Partners LLC | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Variable interest entity, measure of activity, operating income | $ 216 | $ 149 | $ 598 | $ 280 |
Radiant Logistics Partners LLC | Radiant Global Logistics, Inc. | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 40% | |||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of ownership interests | 60% | 60% | ||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 60% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets (Liabilities) Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | $ (90) | $ (4,173) |
Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | 1,496 | 2,229 |
Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | (90) | (4,173) |
Level 3 | Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | $ 1,496 | $ 2,229 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value Assets (Liabilities) Measured on Recurring Basis Unobservable Input Reconciliation (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Interest Rate Swap Contracts (Derivatives) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Increase related to acquisition | $ 0 |
Balance, Beginning | 2,229 |
Contingent consideration paid | 0 |
Change in fair value | (733) |
Balance, Ending | 1,496 |
Level 3 | Contingent Consideration | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance, Beginning | (4,173) |
Increase related to acquisition | (90) |
Contingent consideration paid | 3,723 |
Change in fair value | 450 |
Balance, Ending | $ (90) |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Fair value financial instrument levels of transfer amount | $ 0 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Cascade Enterprises of Minnesota, Inc. | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Cascade Enterprises of Minnesota, Inc. | Level 3 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, fair value | $ 0 |
Cascade Enterprises of Minnesota, Inc. | Level 3 | Measurement Input, Actual and Projected EBITDA Over Three-year Earnout Period | Minimum | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, projected EBITDA | $ 6,300 |
Cascade Enterprises of Minnesota, Inc. | Level 3 | Measurement Input, Risk Adjusted Discount Rate | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, discount rate | 0.169 |
Daleray Corporation | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Daleray Corporation | Level 3 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, fair value | $ (90) |
Daleray Corporation | Level 3 | Measurement Input, Actual and Projected EBITDA Over Three-year Earnout Period | Minimum | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, projected EBITDA | $ 180 |
Daleray Corporation | Level 3 | Measurement Input, Risk Adjusted Discount Rate | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, discount rate | 0.15 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax expense | $ 1,545 | $ 2,628 | $ 2,907 | $ 5,890 |
Deferred income tax benefit | (1,141) | (1,168) | (1,489) | (1,666) |
Income tax expense | $ 404 | $ 1,460 | $ 1,418 | $ 4,224 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 28.22% | 24.38% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Nov. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation expense (reversals) | $ 676 | $ 661 | $ 1,539 | $ 1,252 | ||
Employee service share-based compensation cost not yet recognized, share-based awards other than options | $ 5,987 | $ 5,987 | ||||
Employee service share-based Compensation cost, total compensation cost not yet recognized, period for recognition | 1 year 11 months 8 days | |||||
Number of unit awarded | 1,525,148 | 1,525,148 | 1,360,796 | |||
Performance-Based Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||
Number of unit awarded | 823,930 | 823,930 | ||||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||||
Share-based compensation expense (reversals) | $ 18 | $ 18 | $ 36 | $ 36 | ||
Employee service share-based Compensation cost, total compensation cost not yet recognized, period for recognition | 2 years 5 months 1 day | |||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||
Share-based compensation arrangement by share-based payment award, vesting period percentage | 20% | |||||
Employee service share-based compensation cost, total compensation cost not yet recognized stock options | $ 173 | $ 173 | ||||
2021 Omnibus Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, expiration date | Nov. 16, 2031 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share Based Compensation Restricted Stock Unit Activity (Detail) - Restricted Stock Units | 6 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Units, Unvested, Beginning Balance | shares | 1,360,796 |
Number of Units, Vested | shares | (217,185) |
Number of Units, Granted | shares | 529,504 |
Number of Units, Forfeited | shares | (147,967) |
Number of Units, Unvested, Ending Balance | shares | 1,525,148 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 6.54 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.18 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 6.28 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 6.55 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 6.64 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-Based Compensation Stock Options Activity (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Shares, Outstanding, Beginning Balance | shares | 946,514 | |
Number of Shares, Exercised | shares | (5,591) | |
Number of Shares, Outstanding, Ending Balance | shares | 940,923 | 946,514 |
Number of Shares, Exercisable, Ending Balance | shares | 880,923 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 4.37 | |
Weighted Average Exercise Price, Exercised | $ / shares | 2.26 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | 4.38 | $ 4.37 |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ / shares | $ 4.17 | |
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 24 days | 2 years 4 months 24 days |
Weighted Average Remaining Contractual Life - Years, Exercisable Ending Balance | 1 year 6 months 10 days | |
Aggregate Intrinsic Value, Outstanding Balance | $ | $ 2,211 | $ 2,302 |
Aggregate Intrinsic Value, Exercised | $ | 21 | |
Aggregate Intrinsic Value, Exercisable Ending Balance | $ | $ 2,211 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |
Estimated discounted earn-out payments | $ 90 |
Operating Leases Not Yet Commenced | |
Loss Contingencies [Line Items] | |
Non-cancelable contractual commitments due within one year | $ 1,556 |
Friedway Enterprises Inc and CIC2 Inc [Member] | |
Loss Contingencies [Line Items] | |
Earn-out payments terms | Earn-out payments are generally due annually following the first anniversary of each respective acquisition. |
Operating and Geographic Segm_3
Operating and Geographic Segment Information - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Operating and Geographic Segm_4
Operating and Geographic Segment Information - Segment Reporting (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 201,082 | $ 278,119 | $ 411,880 | $ 609,090 | |
Income (loss) from operations | 1,664 | 7,144 | 5,326 | 18,039 | |
Other income (expense) | (145) | (759) | 58 | (378) | |
Income (loss) before income taxes | 1,519 | 6,385 | 5,384 | 17,661 | |
Depreciation and amortization | 4,364 | 6,914 | 8,890 | 13,693 | |
Total assets | 363,044 | 469,859 | 363,044 | 469,859 | $ 393,741 |
Property, technology, and equipment, net | 26,327 | 23,663 | 26,327 | 23,663 | 25,389 |
Goodwill | 89,251 | 88,924 | 89,251 | 88,924 | $ 89,203 |
Operating Segments | US | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 169,518 | 237,791 | 349,796 | 527,809 | |
Income (loss) from operations | 4,948 | 10,124 | 12,672 | 23,915 | |
Other income (expense) | 100 | (162) | 152 | 150 | |
Income (loss) before income taxes | 5,048 | 9,962 | 12,824 | 24,065 | |
Depreciation and amortization | 845 | 1,057 | 1,770 | 2,114 | |
Total assets | 253,741 | 346,169 | 253,741 | 346,169 | |
Property, technology, and equipment, net | 10,247 | 10,086 | 10,247 | 10,086 | |
Goodwill | 68,871 | 68,991 | 68,871 | 68,991 | |
Operating Segments | Canada | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 31,652 | 40,386 | 62,209 | 81,536 | |
Income (loss) from operations | 2,980 | 5,370 | 4,912 | 10,806 | |
Other income (expense) | (44) | 189 | 25 | 350 | |
Income (loss) before income taxes | 2,936 | 5,559 | 4,937 | 11,156 | |
Depreciation and amortization | 964 | 811 | 1,920 | 1,569 | |
Total assets | 109,303 | 123,690 | 109,303 | 123,690 | |
Property, technology, and equipment, net | 16,080 | 13,577 | 16,080 | 13,577 | |
Goodwill | 20,380 | 19,933 | 20,380 | 19,933 | |
Corporate/Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (88) | (58) | (125) | (255) | |
Income (loss) from operations | (6,264) | (8,350) | (12,258) | (16,682) | |
Other income (expense) | (201) | (786) | (119) | (878) | |
Income (loss) before income taxes | (6,465) | (9,136) | (12,377) | (17,560) | |
Depreciation and amortization | 2,555 | 5,046 | 5,200 | 10,010 | |
Total assets | 0 | 0 | 0 | 0 | |
Property, technology, and equipment, net | 0 | 0 | 0 | 0 | |
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Feb. 01, 2024 |
Select Logistics, Inc. and Select Cartage Inc. | Subsequent Event | |
Class of Stock [Line Items] | |
Effective date of acquisition | Feb. 01, 2024 |