EX-99 2 rlgt-ex99_1.htm EX-99.1 EX-99

Exhibit 99.1

img185176670_0.jpg 

RADIANT LOGISTICS ANNOUNCES RESULTS FOR

THE THIRD fiscal quarter ENDED March 31, 2023

Results impacted by macro-economic trends in transportation industry

but show improvement over comparable pre-pandemic period

RENTON, WA May 10, 2023 – Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, today reported financial results for the three and nine months ended March 31, 2023.

Financial Highlights – Three Months Ended March 31, 2023

Revenues decreased to $244.2 million for the third fiscal quarter ended March 31, 2023, down $197.1 million or 44.7%, compared to revenues of $441.3 million for the comparable prior year period. Excluding $62.2 million in project charter business in the year ago period, revenues were down $134.9 million or 35.6%. Revenue increased $38.2 million or 18.5% when compared to the quarter ended March 31, 2019, the most recent comparable pre-pandemic period.
Gross profit decreased to $63.8 million for the third fiscal quarter ended March 31, 2023, down $16.3 million or 20.3%, compared to gross profit of $80.1 million for the comparable prior year period. Gross profit increased $14.2 million or 28.6% when compared to the quarter ended March 31, 2019, the most recent comparable pre-pandemic period.
Adjusted gross profit, a non-GAAP financial measure, decreased to $67.0 million for the third fiscal quarter ended March 31, 2023, down $16.5 million or 19.8%, compared to adjusted gross profit of $83.5 million for the comparable prior year period. Adjusted gross profit increased $14.3 million or 27.1% when compared to the quarter ended March 31, 2019, the most recent comparable pre-pandemic period.
Net income attributable to Radiant Logistics, Inc. decreased to $4.2 million, or $0.09 per basic and $0.08 per fully diluted share for the third fiscal quarter ended March 31, 2023, down $9.4 million or 69.1%, compared to $13.6 million, or $0.27 per basic and fully diluted share for the comparable prior year period. Net income attributable to Radiant Logistics, Inc. increased $1.3 million or 44.8% when compared to the quarter ended March 31, 2019, the most recent comparable pre‑pandemic period.
Adjusted net income, a non-GAAP financial measure, decreased to $8.2 million, or $0.17 per basic and fully diluted share for the third fiscal quarter ended March 31, 2023, down $7.9 million or 49.1%, compared to adjusted net income of $16.1 million, or $0.32 per basic and fully diluted share for the comparable prior year period. Adjusted net income is calculated by applying a normalized tax rate of 24.5% and excluding other items not considered part of regular operating activities. Adjusted net income increased $2.6 million or 46.4% when compared to the quarter ended March 31, 2019, the most recent comparable pre-pandemic period.
Adjusted EBITDA, a non-GAAP financial measure, decreased to $11.6 million for the third fiscal quarter ended March 31, 2023, down $11.0 million or 48.7%, compared to adjusted EBITDA of $22.6 million for the comparable prior year period. Adjusted EBITDA increased $3.2 million or 38.1% when compared to the quarter ended March 31, 2019, the most recent comparable pre-pandemic period.
Adjusted EBITDA margin (Adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, decreased to 17.2% or 980 basis points, for the third fiscal quarter ended March 31, 2023, compared to Adjusted EBITDA margin of 27.0% for the comparable prior year period. Adjusted EBITDA margin increased 120 basis points when compared to the quarter ended March 31, 2019, the most recent comparable pre-pandemic period.

Stock Buy-back

We purchased 839,864 shares of our common stock at an average cost of $5.95 per share for an aggregate cost of $5.0 million during the nine months ended March 31, 2023. Under the terms of our outstanding Rule 10b5-1 Repurchase Plan, we have purchased an additional 651,917 shares of common stock subsequent to March 31, 2023 and through May 5, 2023 for a total cost of $4.2 million inclusive of transaction costs, bringing the total common stock repurchased under the plan to 2,243,840 shares.

1


 

As of March 31, 2023, the Company had 48,181,256 shares outstanding.

CEO Bohn Crain Comments on Results

“Our results for the March quarter were heavily impacted by the rapid softening of the freight markets that has occurred in recent months. These quickly evolving market conditions have negatively impacted not only our results, but also the year-over-year comparison to our record results for prior year period.” said Bohn Crain, Founder and CEO of Radiant Logistics.

“The volatility that we have seen in the market as we have come through the pandemic is unprecedented. While our core domestic forwarding services has been relatively durable, our ocean imports and intermodal/truck brokerage operations have been particularly hard hit as a result of the dramatic fall-off from the robust operating environment that was experienced last year. The confluence of shippers continuing to manage through elevated inventories, reduced imports and slowing economic growth, is having a cascading effect across virtually every mode of transportation where the balance of supply and demand has shifted from a tight market a year ago to one that is now oversupplied. We believe we are at or near the bottom of this cycle and would expect markets to begin to find their way to more sustainable and normalized levels over the balance of calendar year 2023.”

Mr. Crain continued, “While our comparative year-over-year numbers are down significantly from the historically strong freight market created by the pandemic and associated supply chain disruptions, our results for the quarter ended March continued to trend meaningfully ahead of our historical financial results from the pre-pandemic era. Our disciplined approach to capital allocation and low leverage continues to serve us well and we believe we are well positioned to navigate through this slower period as shippers work through their remaining excess inventories and we find our way back to more normalized market conditions. We are in the strongest financial position in the history of the Company and having generated over $76.1 million in cash from operations through the nine months ended March 31, 2023, we remain virtually debt free (negative net debt of $17.0 million as of March 31, 2023), while continuing to make good progress with our stock buy-back acquiring $5.0 million of our stock through the nine months ended March 31, 2023, and $4.2 million subsequent to March 31, 2023 and through May 5, 2023. Looking ahead, we expect to continue our balanced approach to capital allocation through a combination of agent station conversions, synergistic tuck‑in acquisitions, and stock buy‑backs. Through this approach we will continue to scale our business, leveraging our best‑in‑class technology and extensive global network, which we believe, over time, will deliver meaningful value for our shareholders, operating partners, and the end customers that we serve.”

Third Fiscal Quarter Ended March 31, 2023 – Financial Results

For the three months ended March 31, 2023, Radiant reported net income attributable to Radiant Logistics, Inc. of $4.2 million on $244.2 million of revenues, or $0.09 per basic and $0.08 per fully diluted share. For the three months ended March 31, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $13.6 million on $441.3 million of revenues, or $0.27 per basic and fully diluted share.

For the three months ended March 31, 2023, Radiant reported adjusted net income, a non-GAAP financial measure, of $8.2 million, or $0.17 per basic and fully diluted share. For the three months ended March 31, 2022, Radiant reported adjusted net income of $16.1 million, or $0.32 per basic and fully diluted share.

For the three months ended March 31, 2023, Radiant reported Adjusted EBITDA, a non-GAAP financial measure, of $11.6 million, compared to $22.6 million for the comparable prior year period.

Nine Months Ended March 31, 2023 – Financial Results

For the nine months ended March 31, 2023, Radiant reported net income attributable to Radiant Logistics, Inc. of $17.5 million on $853.3 million of revenues, or $0.36 per basic and $0.35 per fully diluted share. For the nine months ended March 31, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $27.7 million on $1,076.5 million of revenues, or $0.55 per basic and fully diluted share.

For the nine months ended March 31, 2023, Radiant reported adjusted net income, a non-GAAP financial measure, of $32.8 million, or $0.68 per basic and $0.66 per fully diluted share. For the nine months ended March 31, 2022, Radiant reported adjusted net income of $39.1 million, or $0.79 per basic and $0.77 per fully diluted share.

For the nine months ended March 31, 2023, Radiant reported Adjusted EBITDA, a non-GAAP financial measure, of $46.4 million, compared to $54.5 million for the comparable prior year period.

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Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Wednesday, May 10, 2023 at 4:30 PM Eastern to discuss the contents of this release. The conference call is open to all interested parties, including individual investors and press. Bohn Crain, Founder and CEO will host the call.

Conference Call Details

DATE/TIME:

Wednesday, May 10, 2023 at 4:30 PM Eastern

DIAL-IN

US (877) 545-0523; Intl. (973) 528-0016 (Participant Access Code: 320004)

REPLAY

May 11, 2023 at 9:30 AM Eastern to May 24, 2023 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 48355)

Webcast Details

This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com or at https://www.webcaster4.com/Webcast/Page/2191/48355

 

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About Radiant Logistics (NYSE American: RLGT)

Radiant Logistics, Inc. (www.radiantdelivers.com) operates as a third party logistics company, providing technology-enabled global transportation and value-added logistics services primarily to customers in the United States and Canada. Through its comprehensive service offerings, Radiant provides domestic and international freight forwarding along with truck and rail brokerage services to a diversified account base including manufacturers, distributors and retailers, which it supports from an extensive network of Radiant and agent-owned offices throughout North America and other key markets around the world. Radiant’s value-added logistics services include warehouse and distribution, customs brokerage, order fulfillment, inventory management and technology services.

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

 

 

Investor Contact:

Radiant Logistics, Inc.

Todd Macomber

(425) 943-4541

investors@radiantdelivers.com

Media Contact:

Radiant Logistics, Inc.

Jennifer Deenihan

(425) 462-1094

communications@radiantdelivers.com

 

 

 

 

 

 

 

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RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

 

 

March 31,

 

 

June 30,

 

(In thousands, except share and per share data)

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

51,008

 

 

$

24,442

 

Accounts receivable, net of allowance of $2,235 and $2,983, respectively

 

 

118,678

 

 

 

186,492

 

Contract assets

 

 

33,327

 

 

 

61,154

 

Prepaid expenses and other current assets

 

 

13,044

 

 

 

17,256

 

Total current assets

 

 

216,057

 

 

 

289,344

 

 

 

 

 

 

 

 

Property, technology, and equipment, net

 

 

25,252

 

 

 

24,823

 

 

 

 

 

 

 

 

Goodwill

 

 

88,969

 

 

 

88,199

 

Intangible assets, net

 

 

39,159

 

 

 

48,545

 

Operating lease right-of-use assets

 

 

58,307

 

 

 

41,111

 

Deposits and other assets

 

 

5,591

 

 

 

4,704

 

Long-term restricted cash

 

 

595

 

 

 

625

 

Total other long-term assets

 

 

192,621

 

 

 

183,184

 

Total assets

 

$

433,930

 

 

$

497,351

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

94,784

 

 

$

137,853

 

Operating partner commissions payable

 

 

16,920

 

 

 

18,731

 

Accrued expenses

 

 

7,183

 

 

 

11,349

 

Income tax payable

 

 

2,639

 

 

 

4,035

 

Current portion of notes payable

 

 

4,580

 

 

 

4,575

 

Current portion of operating lease liabilities

 

 

11,184

 

 

 

7,641

 

Current portion of finance lease liabilities

 

 

531

 

 

 

577

 

Current portion of contingent consideration

 

 

3,874

 

 

 

2,600

 

Other current liabilities

 

 

294

 

 

 

303

 

Total current liabilities

 

 

141,989

 

 

 

187,664

 

 

 

 

 

 

 

 

Notes payable, net of current portion

 

 

28,057

 

 

 

66,719

 

Operating lease liabilities, net of current portion

 

 

53,593

 

 

 

37,776

 

Finance lease liabilities, net of current portion

 

 

823

 

 

 

1,223

 

Contingent consideration, net of current portion

 

 

756

 

 

 

2,930

 

Deferred income taxes

 

 

2,304

 

 

 

6,482

 

Total long-term liabilities

 

 

85,533

 

 

 

115,130

 

Total liabilities

 

 

227,522

 

 

 

302,794

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 51,545,728 and 51,265,543
    shares issued, and 48,181,256 and 48,740,935 shares outstanding, respectively

 

 

33

 

 

 

33

 

Additional paid-in capital

 

 

107,711

 

 

 

106,146

 

Treasury stock, at cost, 3,364,472 and 2,524,608 shares, respectively

 

 

(21,004

)

 

 

(16,004

)

Retained earnings

 

 

122,450

 

 

 

104,998

 

Accumulated other comprehensive loss

 

 

(3,251

)

 

 

(796

)

Total Radiant Logistics, Inc. stockholders’ equity

 

 

205,939

 

 

 

194,377

 

Non-controlling interest

 

 

469

 

 

 

180

 

Total equity

 

 

206,408

 

 

 

194,557

 

Total liabilities and equity

 

$

433,930

 

 

$

497,351

 

 

 

5


 

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

 

Three Months Ended March 31,

 

 

Nine Months Ended March 31,

 

(In thousands, except share and per share data)

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

Revenues

$

244,171

 

 

$

441,310

 

 

$

853,261

 

 

$

1,076,486

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of transportation and other services

 

177,154

 

 

 

357,849

 

 

 

635,736

 

 

 

857,169

 

Operating partner commissions

 

26,499

 

 

 

30,986

 

 

 

87,116

 

 

 

89,716

 

Personnel costs

 

19,817

 

 

 

19,853

 

 

 

60,229

 

 

 

52,165

 

Selling, general and administrative expenses

 

10,591

 

 

 

10,312

 

 

 

27,999

 

 

 

25,451

 

Depreciation and amortization

 

4,549

 

 

 

4,684

 

 

 

18,242

 

 

 

13,386

 

Transition, lease termination, and other costs

 

 

 

 

 

 

 

30

 

 

 

 

Change in fair value of contingent consideration

 

(697

)

 

 

152

 

 

 

(387

)

 

 

607

 

Total operating expenses

 

237,913

 

 

 

423,836

 

 

 

828,965

 

 

 

1,038,494

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

6,258

 

 

 

17,474

 

 

 

24,296

 

 

 

37,992

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

216

 

 

 

4

 

 

 

315

 

 

 

10

 

Interest expense

 

(683

)

 

 

(1,001

)

 

 

(2,246

)

 

 

(2,359

)

Foreign currency transaction gain

 

331

 

 

 

105

 

 

 

802

 

 

 

480

 

Change in fair value of interest rate swap contracts

 

(355

)

 

 

1,985

 

 

 

231

 

 

 

1,562

 

Other

 

123

 

 

 

32

 

 

 

153

 

 

 

139

 

Total other income (expense)

 

(368

)

 

 

1,125

 

 

 

(745

)

 

 

(168

)

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

5,890

 

 

 

18,599

 

 

 

23,551

 

 

 

37,824

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(1,346

)

 

 

(4,276

)

 

 

(5,570

)

 

 

(9,191

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

4,544

 

 

 

14,323

 

 

 

17,981

 

 

 

28,633

 

Less: net income attributable to non-controlling interest

 

(361

)

 

 

(756

)

 

 

(529

)

 

 

(918

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

$

4,183

 

 

$

13,567

 

 

$

17,452

 

 

$

27,715

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

122

 

 

 

479

 

 

 

(2,455

)

 

 

(443

)

Comprehensive income

$

4,666

 

 

$

14,802

 

 

$

15,526

 

 

$

28,190

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.09

 

 

$

0.27

 

 

$

0.36

 

 

$

0.55

 

Diluted

$

0.08

 

 

$

0.27

 

 

$

0.35

 

 

$

0.55

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

48,180,834

 

 

 

49,443,267

 

 

 

48,391,310

 

 

 

49,675,642

 

Diluted

 

49,304,991

 

 

 

50,632,293

 

 

 

49,679,999

 

 

 

50,843,179

 

 

 

6


 

Reconciliation of Non-GAAP Measures

RADIANT LOGISTICS, INC.

Reconciliation of Gross Profit to Adjusted Gross Profit, Net Income Attributable to Radiant Logistics, Inc.
to Adjusted Net Income, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

(unaudited)

As used in this report adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are presented herein because they are important metrics used by management to evaluate and understand the performance of the ongoing operations of Radiant’s business. For adjusted net income, management uses a 24.5% tax rate to calculate the provision for income taxes to normalize Radiant’s tax rate to that of its competitors and to compare Radiant’s reporting periods with different effective tax rates. In addition, in arriving at adjusted net income, the Company adjusts for certain non-cash charges and significant items that are not part of regular operating activities. These adjustments include income taxes, depreciation and amortization, net interest expense, share-based compensation, change in fair value of contingent consideration, transition costs, lease termination costs, acquisition related costs, ransomware related costs, litigation costs, change in fair value of interest rate swap contracts, and gain on foreign currency transaction.

We commonly refer to the term “adjusted gross profit” when commenting about our Company and the results of operations. Adjusted gross profit is a non-GAAP measure calculated as revenues less directly related operations and expenses attributed to the Company’s services. Adjusted gross profit is calculated as GAAP gross profit exclusive of depreciation and amortization, which are reported separately. We believe adjusted gross profit is a better measurement than are total revenues when analyzing and discussing the effectiveness of our business and is used as a portion of a key metric the Company uses to discuss its progress.

EBITDA is a non-GAAP measure of income and does not include the effects of interest, taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology and equipment, and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, transition and lease termination costs, foreign currency transaction gains and losses, extraordinary items, share-based compensation expense, litigation expenses unrelated to our core operations, and other non-cash charges. While management considers EBITDA, and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our consolidated financial statements.

We believe that these non-GAAP financial measures, as presented, represent a useful method of assessing the performance of our operating activities, as they reflect our earnings trends without the impact of certain non-cash charges and other non-recurring charges. These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations to allow a comparison to other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. However, these non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies. Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin should not be considered in isolation or as a substitute for any of the consolidated statements of comprehensive income prepared in accordance with GAAP, or as an indication of Radiant’s operating performance or liquidity.

(In thousands)

Three Months Ended March 31,

 

 

Nine Months Ended March 31,

 

Reconciliation of adjusted gross profit to GAAP gross profit

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

Revenues

$

244,171

 

 

$

441,310

 

 

$

853,261

 

 

$

1,076,486

 

Cost of transportation and other services (exclusive of depreciation and
    amortization, shown separately below)

 

(177,154

)

 

 

(357,849

)

 

 

(635,736

)

 

 

(857,169

)

Depreciation and amortization

 

(3,205

)

 

 

(3,322

)

 

 

(8,545

)

 

 

(9,653

)

GAAP gross profit

$

63,812

 

 

$

80,139

 

 

$

208,980

 

 

$

209,664

 

Depreciation and amortization

 

3,205

 

 

 

3,322

 

 

 

8,545

 

 

 

9,653

 

Adjusted gross profit

$

67,017

 

 

$

83,461

 

 

$

217,525

 

 

$

219,317

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross margin (GAAP gross profit as a percentage of revenues)

 

26.1

%

 

 

18.2

%

 

 

24.5

%

 

 

19.5

%

Adjusted gross profit percentage (adjusted gross profit as a percentage of revenues)

 

27.4

%

 

 

18.9

%

 

 

25.5

%

 

 

20.4

%

 

7


 

(In thousands)

Three Months Ended

 

Reconciliation of adjusted gross profit to GAAP gross profit

March 31, 2019

 

Revenues

$

206,048

 

Cost of transportation and other services (exclusive of depreciation and
    amortization, shown separately below)

 

(153,302

)

Depreciation and amortization

 

(3,127

)

GAAP gross profit

$

49,619

 

Depreciation and amortization

 

3,127

 

Adjusted gross profit

$

52,746

 

 

 

 

GAAP gross margin (GAAP gross profit as a percentage of revenues)

 

24.1

%

Adjusted gross profit percentage (adjusted gross profit as a percentage of revenues)

 

25.6

%

 

(In thousands)

Three Months Ended March 31,

 

 

Nine Months Ended March 31,

 

Reconciliation of GAAP net income to adjusted EBITDA

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

Net income attributable to Radiant Logistics, Inc.

$

4,183

 

 

$

13,567

 

 

$

17,452

 

 

$

27,715

 

Income tax expense

 

1,346

 

 

 

4,276

 

 

 

5,570

 

 

 

9,191

 

Depreciation and amortization (1)

 

4,663

 

 

 

4,684

 

 

 

18,585

 

 

 

13,386

 

Net interest expense

 

467

 

 

 

997

 

 

 

1,931

 

 

 

2,349

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

10,659

 

 

 

23,524

 

 

 

43,538

 

 

 

52,641

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

543

 

 

 

539

 

 

 

1,832

 

 

 

1,311

 

Change in fair value of contingent consideration

 

(697

)

 

 

152

 

 

 

(387

)

 

 

607

 

Acquisition related costs

 

98

 

 

 

6

 

 

 

147

 

 

 

502

 

Ransomware incident related costs, net

 

12

 

 

 

279

 

 

 

12

 

 

 

1,031

 

Litigation costs

 

384

 

 

 

163

 

 

 

751

 

 

 

484

 

Transition, lease termination, and other costs

 

 

 

 

 

 

 

30

 

 

 

 

Change in fair value of interest rate swap contracts

 

355

 

 

 

(1,985

)

 

 

(231

)

 

 

(1,562

)

Restatement costs (2)

 

537

 

 

 

 

 

 

1,544

 

 

 

 

Foreign currency transaction gain

 

(331

)

 

 

(105

)

 

 

(802

)

 

 

(480

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

11,560

 

 

$

22,573

 

 

$

46,434

 

 

$

54,534

 

Adjusted EBITDA margin (Adjusted EBITDA as a % of Adjusted Gross Profit)

 

17.2

%

 

27.0

%

 

21.3

%

 

24.9

%

(1)
Depreciation and amortization for the purposes of calculating Adjusted EBITDA, a non-GAAP financial measure, includes depreciation expenses recognized on certain computer software as a service.
(2)
The restatement costs for nine months ended March 31, 2023 included $1.0 million, which was not previously included in the six months ended December 31, 2022.

(In thousands)

Three Months Ended

 

Reconciliation of GAAP net income to adjusted EBITDA

March 31, 2019

 

Net income attributable to Radiant Logistics, Inc.

$

2,932

 

Income tax expense

 

942

 

Depreciation and amortization

 

3,847

 

Net interest expense

 

671

 

 

 

 

EBITDA

 

8,392

 

 

 

 

Share-based compensation

 

409

 

Change in fair value of contingent consideration

 

(611

)

Acquisition related costs

 

75

 

Litigation costs

 

148

 

Foreign currency transaction loss

 

24

 

 

 

 

Adjusted EBITDA

$

8,437

 

Adjusted EBITDA margin (Adjusted EBITDA as a % of Adjusted Gross Profit)

 

16.0

%

 

8


 

 

(In thousands, except share and per share data)

Three Months Ended March 31,

 

 

Nine Months Ended March 31,

 

Reconciliation of GAAP net income to adjusted net income

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

GAAP net income attributable to Radiant Logistics, Inc.

$

4,183

 

 

$

13,567

 

 

$

17,452

 

 

$

27,715

 

Adjustments to net income:

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

1,346

 

 

 

4,276

 

 

 

5,570

 

 

 

9,191

 

Depreciation and amortization

 

4,549

 

 

 

4,684

 

 

 

18,242

 

 

 

13,386

 

Change in fair value of contingent consideration

 

(697

)

 

 

152

 

 

 

(387

)

 

 

607

 

Acquisition related costs

 

98

 

 

 

6

 

 

 

147

 

 

 

502

 

Ransomware incident related costs, net

 

12

 

 

 

279

 

 

 

12

 

 

 

1,031

 

Litigation costs

 

384

 

 

 

163

 

 

 

751

 

 

 

484

 

Transition, lease termination, and other costs

 

 

 

 

 

 

 

30

 

 

 

 

Change in fair value of interest rate swap contracts

 

355

 

 

 

(1,985

)

 

 

(231

)

 

 

(1,562

)

Restatement costs(1)

 

537

 

 

 

 

 

 

1,544

 

 

 

 

Amortization of debt issuance costs

 

123

 

 

 

124

 

 

 

373

 

 

 

377

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income before income taxes

 

10,890

 

 

 

21,266

 

 

 

43,503

 

 

 

51,731

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes at 24.5%

 

(2,668

)

 

 

(5,210

)

 

 

(10,658

)

 

 

(12,674

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

$

8,222

 

 

$

16,056

 

 

$

32,845

 

 

$

39,057

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.17

 

 

$

0.32

 

 

$

0.68

 

 

$

0.79

 

Diluted

$

0.17

 

 

$

0.32

 

 

$

0.66

 

 

$

0.77

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

48,180,834

 

 

 

49,443,267

 

 

 

48,391,310

 

 

 

49,675,642

 

Diluted

 

49,304,991

 

 

 

50,632,293

 

 

 

49,679,999

 

 

 

50,843,179

 

(1)
The restatement costs for nine months ended March 31, 2023 included $1.0 million, which was not previously included in the six months ended December 31, 2022.

(In thousands, except share and per share data)

Three Months Ended

 

Reconciliation of GAAP net income to adjusted net income

March 31, 2019

 

GAAP net income attributable to Radiant Logistics, Inc.

$

2,932

 

Adjustments to net income:

 

 

Income tax expense

 

942

 

Depreciation and amortization

 

3,847

 

Change in fair value of contingent consideration

 

(611

)

Acquisition related costs

 

75

 

Litigation costs

 

148

 

Amortization of debt issuance costs

 

56

 

 

 

 

Adjusted net income before income taxes

 

7,389

 

 

 

 

Provision for income taxes at 24.5%

 

(1,810

)

 

 

 

Adjusted net income

$

5,579

 

 

 

 

Adjusted net income per common share - basic and diluted

$

0.11

 

 

 

 

Weighted average common shares outstanding:

 

 

Basic

 

49,515,717

 

Diluted

 

51,169,321

 

 

9