SecProbe.io

CORRESP
1
filename1.htm

    Fox
Rothschild LLP

    P.O. Box
5231

    Princeton,
New Jersey  08648-2311

    Tel:  609-896-3600   Fax:  609-896-1469

    August 6,
2009

    VIA EDGAR & FEDEX
DELIVERY

    Linda
Cvrkel, Branch Chief

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Mail Stop
3561

    Washington,
D.C. 20549

              Re:

              Radiant
      Logistics, Inc.

              Form
      10-K for fiscal year ended June 30, 2008

              Filed
      September 29, 2008

              Form
      10-Q for fiscal quarter ended December 31, 2008

              Filed
      February 13, 2009

              Form
      10-Q for fiscal quarter ended March 31, 2009

              Filed
      May 15, 2009

              File
      No. 000-50283

    Dear Ms.
Cvrkel:

    We thank you for your comment letter
dated July 16, 2009 (the “Comment Letter”) addressed to Radiant Logistics, Inc.
(the “Company”).  The following is in response to the Staff’s Comment
Letter.  Each comment is included in bold below and is numbered to
correspond to the numbered paragraphs in the Comment Letter.  The
Company’s responses immediately follow each comment.

    Annual Report on Form 10-K
for the fiscal year ended June 30, 2008

      Financial Statements, page
F-1

      Notes to the Consolidated
Statements of Cash Flows, page F-8

      Note 2 – Summary of
Significant Accounting Policies, page F-9

      j) Revenue Recognition and
Purchased Transportation Costs, page F-11

              1.

              We
      note your response to our prior comment number five.  Please
      note that method 2 of EITF 91-9 is not considered an acceptable method of
      revenue recognition as revenue is recognized in advance of performance and
      liabilities are recognized before they are incurred.  Further,
      we do not agree that the company has substantially completed all work that
      is required in connection with the recognition of revenue at the time it
      tenders the freight to the underlying asset-based carrier given the fact
      that it is the primary obligor responsible for providing the service
      desired by the customer and are responsible for fulfillment, including the
      acceptability of the service(s) ordered or purchased by the customer and
      assumes credit risk in which case in the event of non-fulfillment of the
      transportation services, you would bear the risk of loss.  In
      this regard, it does not appear your revenue and expense recognition
      methods are in accordance with GAAP.  Please revise your revenue
      recognition footnote in future fillings to specifically state that its
      current methodology is not in accordance with GAAP; however, if one of the
      acceptable methods under EITF 91-9 had been applied that the differences
      would not be material.  Tell us which acceptable method you
      considered in your determination that the recognition of revenue and costs
      incurred would not be material in the future you will be required revise
      your methodology accordingly.

      The
Company believes its use of method 2 of EITF 91-9, while not considered an
acceptable method of revenue recognition by the SEC Observer, does not result in
a material difference from amounts which would be reported under a more
preferred method such as Method 3 as similarly concluded by the AcSEC Observer
in 1980.  The Company understands to the extent the differences become
material it will need to revise its methodology as required.

      The
Company proposes to use the following footnote to clarify its revenue
recognition policy:

    Based
upon the terms in the contract of carriage, revenues related to shipments where
the Company issues a House Airway Bill ("HAWB") or a House Ocean Bill of Lading
("HOBL") are recognized at the time the freight is tendered to the direct
carrier at origin. Costs related to the shipments are also recognized at
this same time based upon anticipated margins, contractual arrangements with
direct carriers, and other known factors. The estimates are routinely monitored
and compared to actual invoiced costs. The estimates are adjusted as deemed
necessary by the Company to reflect differences between the original accruals
and actual costs of purchased transportation.

      This
method generally results in recognition of revenues and purchased transportation
costs earlier than methods which do not recognize revenues until a proof of
delivery is received or which recognize revenues as progress on the transit is
made. The Company’s method of revenue and cost recognition does not result in a
material difference from amounts that would be reported under such other
methods.

              2.

              In
      a related matter, it appears as though you are estimating costs and using
      the “accrue in advance” methodology for purchased transportation capacity
      costs.  Please note that costs accrued prior to when they are
      incurred is not in accordance with GAAP.  Please explain to us
      in greater your revenue generation process and the timing of when revenue,
      estimated transportation cost, costs of sales, purchased transportation
      costs and other related costs are recognized within you financial
      statements.  We may have further comment upon your receipt of
      your response.

    Described
below is the Company’s revenue generation process which details the timing of
when revenue, estimated transportation cost, cost of sales, purchased
transportation costs and other related costs are recognized in the Company’s
financial statements:

    Airfreight
services revenues include the charges to the Company for carrying the shipments
when the Company acts as a freight consolidator. Ocean freight revenues
include the charges to the Company for carrying the shipments when the Company
acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case the
Company is acting as an indirect carrier. When acting as an indirect
carrier, the Company will issue a HAWB or a HOBL to customers as the contract of
carriage. In turn, when the freight is physically tendered to a direct
carrier, the Company receives a contract of carriage known as a Master Airway
Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean
shipments. At this point, the risk of loss passes to the carrier, however,
in order to claim for any such loss, the customer is first obligated to pay the
freight charges.

    Based
upon the terms in the contract of carriage, revenues related to shipments where
the Company issues an HAWB or an HOBL are recognized at the time the freight is
tendered to the direct carrier at origin. Costs related to the shipments
are also recognized at this same time.

    Condensed Consolidated
Balance Sheets, page 3

              3.

              We
      note from your response to prior comment 13 that to the extent amounts
      under the dispute with Mr. Friedman are resolved favorably to the company,
      the liabilities will be reduced with a corresponding reduction in
      goodwill.  It is unclear how exactly such a reduction in
      goodwill will be recorded given that in your December 31, 2008 10-Q, an
      impairment charge was taken, reducing the amount of goodwill to
      zero.  Please tell us how you plan to account for the reduction
      in liabilities, if any, resulting from a favorable outcome of the dispute
      and the accounting literature which supports your accounting
      treatment.  Further, as previously requested, revise your
      disclosure in future filings to disclose the nature of the accrual
      amount.  Your revised disclosure should be similar detail as
      provided in your response to us.

    Given the
previous reduction in goodwill, the Company anticipates any favorable outcome in
the Friedman arbitration would result in a change in the recognized amount of
the liability which would be reported as a component of operating
income.  As requested, the Company will revise its disclosure in
future filings for any changes in recognized amounts (including the reasons for
those changes).

    Forms 10-Q for the quarterly
periods ended December 31, 2008 and March 31, 2009

    Condensed Consolidated
Statements of Operations, page 4

              4.

              Reference
      is made to line item “Goodwill impairment” of $11.4 million presented on
      the face of your statements of operation during the quarter ended December
      31, 2008.  Please note that goodwill impairment losses shall be
      presented as a separate line item in the income statement before the
      subtotal income from continuing operations.  In this regard,
      please revise your filing to include such losses as part of operating
      expenses rather than other income (expense).  Further, in light
      of the significance of the goodwill impairment charge, we believe you
      should amend your filings.  Refer to the guidance in paragraph
      43 of SFAS No. 142.

    The
Company will amend its filings to present its goodwill impairment losses as a
separate line item in the income statement before the subtotal income from
continuing operations rather than other income (expense).

    Condensed Consolidated
Statements of Cash Flows, page 6

    Supplemental disclosure of
non-cash investing and financing activities, page 7

              5.

              We
      note the recognition of a goodwill impairment recovery of $190,000 during
      the three months ended March 31, 2009.  Please note that
      paragraph 20 of SFAS No. 141 states that “After a goodwill impairment loss
      is recognized, the adjusted carrying amount of goodwill shall be its new
      accounting basis.  Subsequent reversal of a previously
      recognized goodwill impairment loss is prohibited once the measurement of
      that loss is completed.”  In this regard, we believe your
      treatment does not comply with the guidance prescribed
      above.  Please advise or alternatively, you may revise your
      financial statements accordingly.

    In March
2009, Airgroup shareholders agreed to receive $443,333 in cash on an accelerated
basis rather than the $633,333 in Company shares due in October 2009. In the Company’s amended
and future filings, the $190,000 will be reported as a component of other income
(i.e. not part of income from continuing operations) and characterized as a gain
on early extinguishment of debt as this amount reflects a negotiated discount on
previously recorded liabilities in connection with the acquisition of
Airgroup.

    Thank you
again for your courtesy and attention to this matter.  We are
available to discuss any of the issues raised herein at any
time.  Please do not hesitate to contact me directly at
609-896-4571.

    Respectfully
Submitted,

    FOX
ROTHSCHILD LLP

    By: /s/ Vincent A.
Vietti

           Vincent
A. Vietti

    cc:
Bohn H. Crain, Chief Executive Officer

           Radiant
Logistics, Inc.