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

Exhibit 99.1

img185176670_0.jpg 

RADIANT LOGISTICS ANNOUNCES RESULTS FOR

THE FIRST fiscal quarter ENDED September 30, 2022, AND

SECOND FISCAL QUARTER ENDED December 31, 2022

 

Brings Its Filings Current with the SEC;

Continues Trend with Strong Results through the Six Months Ended December 31, 2022

RENTON, WA March 27, 2023 – Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, announced today the filing of its quarterly reports on Form 10-Q for the quarters ended September 30, 2022 and December 31, 2022. With the filing of these two quarterly reports the Company is now current in its filings with the Securities and Exchange Commission (“SEC”).

Financial Highlights – Three Months Ended September 30, 2022

Revenues increased to a record $331.0 million for the first fiscal quarter ended September 30, 2022, up $31.6 million or 10.6%, compared to revenues of $299.4 million for the comparable prior year period.
Gross profit increased to a record $74.7 million for the first fiscal quarter ended September 30, 2022, up $13.0 million or 21.1%, compared to gross profit of $61.7 million for the comparable prior year period.
Adjusted gross profit, a non-GAAP financial measure, increased to a record $76.5 million for the first fiscal quarter ended September 30, 2022, up $11.8 million or 18.2%, compared to adjusted gross profit of $64.7 million for the comparable prior year period.
Net income attributable to Radiant Logistics, Inc. increased to a record $8.4 million, or $0.17 per basic and fully diluted share up $0.8 million or 10.5% compared to $7.6 million, or $0.15 per basic and fully diluted share for the comparable prior year period.
Adjusted net income, a non-GAAP financial measure, increased to a record $13.4 million, or $0.27 per basic and fully diluted share for the first fiscal quarter ended September 30, 2022, up $2.3 million or 20.7%, compared to adjusted net income of $11.1 million, or $0.22 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 EBITDA, a non-GAAP financial measure, increased to a record $18.5 million for the first fiscal quarter ended September 30, 2022, up $3.3 million or 21.7%, compared to adjusted EBITDA of $15.2 million for the comparable prior year period.
Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, increased to a record 24.2% for the first fiscal quarter ended September 30, 2022, up 60 basis points, compared to adjusted EBITDA margin of 23.6% for the comparable prior year period.

Financial Highlights – Three Months Ended December 31, 2022

Revenues decreased to $278.1 million for the second fiscal quarter ended December 31, 2022, down $57.7 million or 17.2%, compared to revenues of $335.8 million for the comparable prior year period.
Gross profit increased to $70.4 million for the second fiscal quarter ended December 31, 2022, up $2.6 million or 3.8%, compared to gross profit of $67.8 million for the comparable prior year period.
Adjusted gross profit, a non-GAAP financial measure, increased to $74.0 million for the second fiscal quarter ended December 31, 2022, up $2.9 million or 4.1%, compared to adjusted gross profit of $71.1 million for the comparable prior year period.
Net income attributable to Radiant Logistics, Inc. decreased to $4.8 million, or $0.10 per basic and fully diluted share, $1.7 million compared to $6.5 million, or $0.13 per basic and fully diluted share for the comparable prior year period.
Adjusted net income, a non-GAAP financial measure, decreased to $10.5 million, or $0.22 per basic and $0.21 per fully diluted share for the second fiscal quarter ended December 31, 2022, down $1.4 million or 11.8%, compared to adjusted net

 


income of $11.9 million, or $0.24 per basic and $0.23 per 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 EBITDA, a non-GAAP financial measure, decreased to $15.3 million for the second fiscal quarter ended December 31, 2022, down $1.4 million or 8.4%, compared to adjusted EBITDA of $16.7 million for the comparable prior year period.
Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, decreased to 20.7% for the second fiscal quarter ended December 31, 2022, down 280 basis points, compared to adjusted EBITDA margin of 23.5% for the comparable prior year period.


Acquisition Update

On October 1, 2022, the Company announced that it acquired Cascade Enterprises of Minnesota, Inc. (“Cascade”), a Minnesota based, privately–held company that has operated as a strategic operating partner under the Company’s Airgroup brand since 2007. 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. Cascade continued to operate under the Airgroup brand through the calendar year 2022 and is expected to transition to the Radiant brand over the course of 2023 as it is combined with existing Company owned operations in the Minneapolis area.

Stock Buy-back

Under the terms of our outstanding Rule 10b5-1 Repurchase Plan, the Company 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 six months ended December 31, 2022. As of March 20, 2023, the Company had 48,181,256 shares outstanding.

CEO Bohn Crain Comments on Results and the Company Coming Current in Its Filings with the SEC

“We are very pleased to continue our trend of solid financial results for each of the first two quarters of fiscal year 2023,” said Bohn Crain, Founder and CEO of Radiant Logistics. “For the six months ended December 31, 2022, we posted revenues of $609.1 million, down $26.1 million or 4.1%; gross profit of $145.2 million, up $15.7 million or 12.1%; adjusted gross profit of $150.5 million, up $14.6 million or 10.7%; net income attributable to Radiant Logistics, Inc. of $13.3 million, down $0.8 million or 5.7%; adjusted net income of $23.9 million, up $0.9 million or 3.9%, and record adjusted EBITDA of $33.9 million, up $1.9 million or 5.9%. These results reflect the benefit of our scalable non‑asset‑based business model, our diversity of service offerings, and our ability to quickly respond to changing market dynamics and support our customers in this capacity constrained market.

During the six months ended December 31, 2022, we also continued to make good progress in our balanced approach to capital allocation through a combination of our strategic acquisition and stock buy-back initiatives. As previously reported, we completed the acquisition of our long-time strategic operating partner, Cascade Enterprises in Minnesota, effective as of October 1, 2022. In addition, we also acquired $5.0 million of our common stock during the quarter at what we believe was very attractive pricing. During the six-month period we also generated $65.5 million in cash from operations. As of December 31, 2022, we have for the first time in the Company’s history, no net debt, with cash on hand of $62.0 million and total debt of only $53.7 million. Our adjusted EBITDA for the trailing twelve months ended December 31, 2022 was $82.8 million.”

Mr. Crain continued: “With the filing of these two Form 10-Qs we have now completed the process of bringing our filings current with the SEC and we are excited to be able to get back to business—leveraging our best‑in‑class technology, robust North American footprint and extensive global network of service partners to continue to build on the great platform we have built here at Radiant. As we have previously discussed, while we remain very optimistic about our prospects for fiscal year 2023 and beyond, we are definitely seeing signs of a slowing economy and expect operations to return to more normalized levels and growth rates in coming quarters. We believe we are well positioned with a durable, diverse service offering and strong balance sheet to support our customers and continue to execute upon our broader strategic initiatives.”

First Fiscal Quarter Ended September 30, 2022 – Financial Results

For the three months ended September 30, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $8.4 million on $331.0 million of revenues, or $0.17 per basic and fully diluted share. For the three months ended September 30, 2021, Radiant reported net income attributable to Radiant Logistics, Inc. of $7.6 million on $299.4 million of revenues, or $0.15 per basic and fully diluted share.

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For the three months ended September 30, 2022, Radiant reported adjusted net income, a non-GAAP financial measure, of $13.4 million, or $0.27 per basic and fully diluted share. For the three months ended September 30, 2021, Radiant reported adjusted net income of $11.1 million, or $0.22 per basic and fully diluted share.

For the three months ended September 30, 2022, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $18.5 million, compared to $15.2 million for the comparable prior year period.

Second Fiscal Quarter Ended December 31, 2022 – Financial Results

For the three months ended December 31, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $4.8 million on $278.1 million of revenues, or $0.10 per basic and fully diluted share. For the three months ended December 31, 2021, Radiant reported net income attributable to Radiant Logistics, Inc. of $6.5 million on $335.8 million of revenues, or $0.13 per basic and fully diluted share.

For the three months ended December 31, 2022, Radiant reported adjusted net income, a non-GAAP financial measure, of $10.5 million, or $0.22 per basic and $0.21 per fully diluted share. For the three months ended December 31, 2021, Radiant reported adjusted net income of $11.9 million, or $0.24 per basic and $0.23 per fully diluted share.

For the three months ended December 31, 2022, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $15.3 million, compared to $16.7 million for the comparable prior year period.

Six Months Ended December 31, 2022 – Financial Results

For the six months ended December 31, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $13.3 million on $609.1 million of revenues, or $0.27 per basic and fully diluted share. For the six months ended December 31, 2021, Radiant reported net income attributable to Radiant Logistics, Inc. of $14.1 million on $635.2 million of revenues, or $0.28 per basic and fully diluted share.

For the six months ended December 31, 2022, Radiant reported adjusted net income, a non-GAAP financial measure, of $23.9 million, or $0.50 per basic and $0.48 per fully diluted share. For the six months ended December 31, 2021, Radiant reported adjusted net income of $23.0 million, or $0.46 per basic and $0.45 per fully diluted share.

For the six months ended December 31, 2022, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $33.9 million, compared to $32.0 million for the comparable prior year period.

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Monday, March 27, 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:

Monday, March 27, 2023 at 4:30 PM Eastern

DIAL-IN

US (888) 506-0062; Intl. (973) 528-0011 (Participant Access Code: 913812)

REPLAY

March 28, 2023 at 9:30 AM Eastern to April 10, 2023 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 47924)

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/2191/47924

 

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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 officering, Radiant provides domestic and international freight forwarding along with truck and rail brokerage services to a diversified account base including manufactures, 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 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 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 fiscal 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

 

 

 

 

 

 

 

4


 

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

 

 

September 30,

 

 

June 30,

 

(In thousands, except share and per share data)

 

2022

 

 

2022

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

23,714

 

 

$

24,442

 

Accounts receivable, net of allowance of $2,842 and $2,983, respectively

 

 

164,438

 

 

 

186,492

 

Contract assets

 

 

49,967

 

 

 

61,154

 

Prepaid expenses and other current assets

 

 

15,327

 

 

 

17,256

 

Total current assets

 

 

253,446

 

 

 

289,344

 

 

 

 

 

 

 

 

Property, technology, and equipment, net

 

 

22,890

 

 

 

24,823

 

 

 

 

 

 

 

 

Goodwill

 

 

86,751

 

 

 

88,199

 

Intangible assets, net

 

 

43,000

 

 

 

48,545

 

Operating lease right-of-use assets

 

 

44,143

 

 

 

41,111

 

Deposits and other assets

 

 

5,703

 

 

 

4,704

 

Long-term restricted cash

 

 

581

 

 

 

625

 

Total other long-term assets

 

 

180,178

 

 

 

183,184

 

Total assets

 

$

456,514

 

 

$

497,351

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

122,243

 

 

$

137,853

 

Operating partner commissions payable

 

 

19,030

 

 

 

18,731

 

Accrued expenses

 

 

9,387

 

 

 

11,349

 

Income tax payable

 

 

547

 

 

 

4,035

 

Current portion of notes payable

 

 

4,331

 

 

 

4,575

 

Current portion of operating lease liability

 

 

10,027

 

 

 

7,641

 

Current portion of finance lease liability

 

 

538

 

 

 

577

 

Current portion of contingent consideration

 

 

2,600

 

 

 

2,600

 

Other current liabilities

 

 

297

 

 

 

303

 

Total current liabilities

 

 

169,000

 

 

 

187,664

 

 

 

 

 

 

 

 

Notes payable, net of current portion

 

 

40,300

 

 

 

66,719

 

Operating lease liability, net of current portion

 

 

38,712

 

 

 

37,776

 

Finance lease liability, net of current portion

 

 

1,084

 

 

 

1,223

 

Contingent consideration, net of current portion

 

 

3,090

 

 

 

2,930

 

Deferred income taxes

 

 

5,984

 

 

 

6,482

 

Total long-term liabilities

 

 

89,170

 

 

 

115,130

 

Total liabilities

 

 

258,170

 

 

 

302,794

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 51,418,835 and 51,265,543
    shares issued, and 48,674,710 and 48,740,935 shares outstanding, respectively

 

 

33

 

 

 

33

 

Additional paid-in capital

 

 

106,314

 

 

 

106,146

 

Treasury stock, at cost, 2,744,125 and 2,524,608 shares, respectively

 

 

(17,344

)

 

 

(16,004

)

Retained earnings

 

 

113,431

 

 

 

104,998

 

Accumulated other comprehensive loss

 

 

(4,274

)

 

 

(796

)

Total Radiant Logistics, Inc. stockholders’ equity

 

 

198,160

 

 

 

194,377

 

Non-controlling interest

 

 

184

 

 

 

180

 

Total equity

 

 

198,344

 

 

 

194,557

 

Total liabilities and equity

 

$

456,514

 

 

$

497,351

 

 

 

5


 

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

 

 

December 31,

 

 

June 30,

 

(In thousands, except share and per share data)

 

2022

 

 

2022

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

62,020

 

 

$

24,442

 

Accounts receivable, net of allowance of $2,312 and $2,983, respectively

 

 

137,793

 

 

 

186,492

 

Contract assets

 

 

33,858

 

 

 

61,154

 

Prepaid expenses and other current assets

 

 

15,399

 

 

 

17,256

 

Total current assets

 

 

249,070

 

 

 

289,344

 

 

 

 

 

 

 

 

Property, technology, and equipment, net

 

 

23,663

 

 

 

24,823

 

 

 

 

 

 

 

 

Goodwill

 

 

88,924

 

 

 

88,199

 

Intangible assets, net

 

 

41,731

 

 

 

48,545

 

Operating lease right-of-use assets

 

 

59,569

 

 

 

41,111

 

Deposits and other assets

 

 

6,309

 

 

 

4,704

 

Long-term restricted cash

 

 

593

 

 

 

625

 

Total other long-term assets

 

 

197,126

 

 

 

183,184

 

Total assets

 

$

469,859

 

 

$

497,351

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

107,511

 

 

$

137,853

 

Operating partner commissions payable

 

 

20,298

 

 

 

18,731

 

Accrued expenses

 

 

9,053

 

 

 

11,349

 

Income tax payable

 

 

2,050

 

 

 

4,035

 

Current portion of notes payable

 

 

4,495

 

 

 

4,575

 

Current portion of operating lease liability

 

 

11,102

 

 

 

7,641

 

Current portion of finance lease liability

 

 

536

 

 

 

577

 

Current portion of contingent consideration

 

 

3,582

 

 

 

2,600

 

Other current liabilities

 

 

296

 

 

 

303

 

Total current liabilities

 

 

158,923

 

 

 

187,664

 

 

 

 

 

 

 

 

Notes payable, net of current portion

 

 

49,191

 

 

 

66,719

 

Operating lease liability, net of current portion

 

 

53,428

 

 

 

37,776

 

Finance lease liability, net of current portion

 

 

953

 

 

 

1,223

 

Contingent consideration, net of current portion

 

 

1,745

 

 

 

2,930

 

Deferred income taxes

 

 

4,328

 

 

 

6,482

 

Total long-term liabilities

 

 

109,645

 

 

 

115,130

 

Total liabilities

 

 

268,568

 

 

 

302,794

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 51,544,304 and 51,265,543
    shares issued, and 48,179,832 and 48,740,935 shares outstanding, respectively

 

 

33

 

 

 

33

 

Additional paid-in capital

 

 

107,170

 

 

 

106,146

 

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

 

 

(21,004

)

 

 

(16,004

)

Retained earnings

 

 

118,267

 

 

 

104,998

 

Accumulated other comprehensive loss

 

 

(3,373

)

 

 

(796

)

Total Radiant Logistics, Inc. stockholders’ equity

 

 

201,093

 

 

 

194,377

 

Non-controlling interest

 

 

198

 

 

 

180

 

Total equity

 

 

201,291

 

 

 

194,557

 

Total liabilities and equity

 

$

469,859

 

 

$

497,351

 

 

6


RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

 

Three Months Ended September 30,

 

(In thousands, except share and per share data)

2022

 

 

2021

 

 

 

 

 

(as restated)

 

Revenues

$

330,971

 

 

$

299,398

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Cost of transportation and other services

 

254,491

 

 

 

234,680

 

Operating partner commissions

 

30,106

 

 

 

27,561

 

Personnel costs

 

19,771

 

 

 

15,653

 

Selling, general and administrative expenses

 

8,770

 

 

 

6,790

 

Depreciation and amortization

 

6,778

 

 

 

4,252

 

Change in fair value of contingent consideration

 

160

 

 

 

 

Total operating expenses

 

320,076

 

 

 

288,936

 

 

 

 

 

 

 

Income from operations

 

10,895

 

 

 

10,462

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest income

 

40

 

 

 

3

 

Interest expense

 

(821

)

 

 

(609

)

Foreign currency transaction gain

 

467

 

 

 

271

 

Change in fair value of interest rate swap contracts

 

690

 

 

 

(46

)

Other

 

5

 

 

 

16

 

Total other income (expense)

 

381

 

 

 

(365

)

 

 

 

 

 

 

Income before income taxes

 

11,276

 

 

 

10,097

 

 

 

 

 

 

 

Income tax expense

 

(2,764

)

 

 

(2,402

)

 

 

 

 

 

 

Net income

 

8,512

 

 

 

7,695

 

Less: net income attributable to non-controlling interest

 

(79

)

 

 

(86

)

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

$

8,433

 

 

$

7,609

 

 

 

 

 

 

 

Other comprehensive loss:

 

 

 

 

 

Foreign currency translation loss

 

(3,478

)

 

 

(1,039

)

Comprehensive income

$

5,034

 

 

$

6,656

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

Basic and diluted

$

0.17

 

 

$

0.15

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

48,745,317

 

 

 

49,921,061

 

Diluted

 

50,303,012

 

 

 

51,116,478

 

 

 

7


RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

 

Three Months Ended December 31,

 

 

Six Months Ended December 31,

 

(In thousands, except share and per share data)

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

Revenues

$

278,119

 

 

$

335,778

 

 

$

609,090

 

 

$

635,176

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of transportation and other services

 

204,091

 

 

 

264,640

 

 

 

458,582

 

 

 

499,320

 

Operating partner commissions

 

30,512

 

 

 

31,169

 

 

 

60,617

 

 

 

58,730

 

Personnel costs

 

20,641

 

 

 

16,659

 

 

 

40,412

 

 

 

32,312

 

Selling, general and administrative expenses

 

8,637

 

 

 

8,352

 

 

 

17,407

 

 

 

15,139

 

Depreciation and amortization

 

6,914

 

 

 

4,447

 

 

 

13,693

 

 

 

8,702

 

Transition, lease termination, and other costs

 

30

 

 

 

 

 

 

30

 

 

 

 

Change in fair value of contingent consideration

 

150

 

 

 

455

 

 

 

310

 

 

 

455

 

Total operating expenses

 

270,975

 

 

 

325,722

 

 

 

591,051

 

 

 

614,658

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

7,144

 

 

 

10,056

 

 

 

18,039

 

 

 

20,518

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

59

 

 

 

4

 

 

 

98

 

 

 

6

 

Interest expense

 

(742

)

 

 

(749

)

 

 

(1,563

)

 

 

(1,358

)

Foreign currency transaction gain

 

4

 

 

 

104

 

 

 

471

 

 

 

375

 

Change in fair value of interest rate swap contracts

 

(104

)

 

 

(378

)

 

 

587

 

 

 

(424

)

Other

 

24

 

 

 

91

 

 

 

29

 

 

 

108

 

Total other expense

 

(759

)

 

 

(928

)

 

 

(378

)

 

 

(1,293

)

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

6,385

 

 

 

9,128

 

 

 

17,661

 

 

 

19,225

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(1,460

)

 

 

(2,513

)

 

 

(4,224

)

 

 

(4,915

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

4,925

 

 

 

6,615

 

 

 

13,437

 

 

 

14,310

 

Less: net income attributable to non-controlling interest

 

(89

)

 

 

(76

)

 

 

(168

)

 

 

(162

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

$

4,836

 

 

$

6,539

 

 

$

13,269

 

 

$

14,148

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

901

 

 

 

117

 

 

 

(2,577

)

 

 

(922

)

Comprehensive income

$

5,826

 

 

$

6,732

 

 

$

10,860

 

 

$

13,388

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$

0.10

 

 

$

0.13

 

 

$

0.27

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

48,243,204

 

 

 

49,657,547

 

 

 

48,494,260

 

 

 

49,789,304

 

Diluted

 

49,427,420

 

 

 

50,775,714

 

 

 

49,865,216

 

 

 

50,946,096

 

 

8


Reconciliation of Non-GAAP Measures

RADIANT LOGISTICS, INC.

Reconciliation of Gross Profit to Adjusted Gross Profit, Net Income Attributable to

Radiant Logistics, Inc.,
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, gain on forgiveness of debt, 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 September 30,

 

Reconciliation of adjusted gross profit to GAAP gross profit

2022

 

 

2021

 

 

 

 

 

(as restated)

 

Revenues

$

330,971

 

 

$

299,398

 

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

 

(254,491

)

 

 

(234,680

)

Depreciation and amortization

 

(1,756

)

 

 

(2,998

)

GAAP gross profit

$

74,724

 

 

$

61,720

 

Depreciation and amortization

 

1,756

 

 

 

2,998

 

Adjusted gross profit

$

76,480

 

 

$

64,718

 

 

 

 

 

 

 

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

 

22.6

%

 

 

20.6

%

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

 

23.1

%

 

 

21.6

%

 

 

9


(In thousands)

Three Months Ended December 31,

 

 

Six Months Ended December 31,

 

Reconciliation of adjusted gross profit to GAAP gross profit

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

Revenues

$

278,119

 

 

$

335,778

 

 

$

609,090

 

 

$

635,176

 

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

 

(204,091

)

 

 

(264,640

)

 

 

(458,582

)

 

 

(499,320

)

Depreciation and amortization

 

(3,585

)

 

 

(3,332

)

 

 

(5,341

)

 

 

(6,331

)

GAAP gross profit

$

70,443

 

 

$

67,806

 

 

$

145,167

 

 

$

129,525

 

Depreciation and amortization

 

3,585

 

 

 

3,332

 

 

 

5,341

 

 

 

6,331

 

Adjusted gross profit

$

74,028

 

 

$

71,138

 

 

$

150,508

 

 

$

135,856

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

25.3

%

 

 

20.2

%

 

 

23.8

%

 

 

20.4

%

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

 

26.6

%

 

 

21.2

%

 

 

24.7

%

 

 

21.4

%

 

(In thousands)

Three Months Ended September 30,

 

Reconciliation of GAAP net income to adjusted EBITDA

2022

 

 

2021

 

 

 

 

 

(as restated)

 

Net income attributable to Radiant Logistics, Inc.

$

8,433

 

 

$

7,609

 

Income tax expense

 

2,764

 

 

 

2,402

 

Depreciation and amortization

 

6,778

 

 

 

4,252

 

Net interest expense

 

781

 

 

 

606

 

 

 

 

 

 

 

EBITDA

 

18,756

 

 

 

14,869

 

 

 

 

 

 

 

Share-based compensation

 

609

 

 

 

350

 

Change in fair value of contingent consideration

 

160

 

 

 

 

Acquisition related costs

 

27

 

 

 

99

 

Litigation costs

 

120

 

 

 

154

 

Change in fair value of interest rate swap contracts

 

(690

)

 

 

46

 

Foreign currency transaction gain

 

(467

)

 

 

(271

)

 

 

 

 

 

 

Adjusted EBITDA

$

18,515

 

 

$

15,247

 

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

 

24.2

%

 

 

23.6

%

 

(In thousands)

Three Months Ended December 31,

 

 

Six Months Ended December 31,

 

Reconciliation of GAAP net income to adjusted EBITDA

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

Net income attributable to Radiant Logistics, Inc.

$

4,836

 

 

$

6,539

 

 

$

13,269

 

 

$

14,148

 

Income tax expense

 

1,460

 

 

 

2,513

 

 

 

4,224

 

 

 

4,915

 

Depreciation and amortization (1)

 

7,142

 

 

 

4,447

 

 

 

13,921

 

 

 

8,702

 

Net interest expense

 

683

 

 

 

745

 

 

 

1,465

 

 

 

1,352

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

14,121

 

 

 

14,244

 

 

 

32,879

 

 

 

29,117

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

679

 

 

 

422

 

 

 

1,288

 

 

 

772

 

Change in fair value of contingent consideration

 

150

 

 

 

455

 

 

 

310

 

 

 

455

 

Acquisition related costs

 

22

 

 

 

396

 

 

 

49

 

 

 

496

 

Ransomware incident related costs, net

 

 

 

 

751

 

 

 

 

 

 

751

 

Litigation costs

 

247

 

 

 

167

 

 

 

366

 

 

 

321

 

Transition, lease termination, and other costs

 

30

 

 

 

 

 

 

30

 

 

 

 

Change in fair value of interest rate swap contracts

 

104

 

 

 

378

 

 

 

(587

)

 

 

424

 

Foreign currency transaction gain

 

(4

)

 

 

(104

)

 

 

(471

)

 

 

(375

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

15,349

 

 

$

16,709

 

 

$

33,864

 

 

$

31,961

 

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

 

20.7

%

 

 

23.5

%

 

 

22.5

%

 

 

23.5

%

(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.

10


(In thousands, except share and per share data)

Three Months Ended September 30,

 

Reconciliation of GAAP net income to adjusted net income

2022

 

 

2021

 

 

 

 

 

(as restated)

 

GAAP net income attributable to Radiant Logistics, Inc.

$

8,433

 

 

$

7,609

 

Adjustments to net income:

 

 

 

 

 

Income tax expense

 

2,764

 

 

 

2,402

 

Depreciation and amortization

 

6,778

 

 

 

4,252

 

Change in fair value of contingent consideration

 

160

 

 

 

 

Acquisition related costs

 

27

 

 

 

99

 

Litigation costs

 

120

 

 

 

154

 

Change in fair value of interest rate swap contracts

 

(690

)

 

 

46

 

Amortization of debt issuance costs

 

110

 

 

 

127

 

 

 

 

 

 

 

Adjusted net income before income taxes

 

17,702

 

 

 

14,689

 

 

 

 

 

 

 

Provision for income taxes at 24.5%

 

(4,337

)

 

 

(3,599

)

 

 

 

 

 

 

Adjusted net income

$

13,365

 

 

$

11,090

 

 

 

 

 

 

 

Adjusted net income per common share:

 

 

 

 

 

Basic and diluted

$

0.27

 

 

$

0.22

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

48,745,317

 

 

 

49,921,061

 

Diluted

 

50,303,012

 

 

 

51,116,478

 

 

(In thousands, except share and per share data)

Three Months Ended December 31,

 

 

Six Months Ended December 31,

 

Reconciliation of GAAP net income to adjusted net income

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

(as restated)

 

 

 

 

 

(as restated)

 

GAAP net income attributable to Radiant Logistics, Inc.

$

4,836

 

 

$

6,539

 

 

$

13,269

 

 

$

14,148

 

Adjustments to net income:

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

1,460

 

 

 

2,513

 

 

 

4,224

 

 

 

4,915

 

Depreciation and amortization

 

6,914

 

 

 

4,447

 

 

 

13,693

 

 

 

8,702

 

Change in fair value of contingent consideration

 

150

 

 

 

455

 

 

 

310

 

 

 

455

 

Acquisition related costs

 

22

 

 

 

396

 

 

 

49

 

 

 

496

 

Ransomware incident related costs, net

 

 

 

 

751

 

 

 

 

 

 

751

 

Litigation costs

 

247

 

 

 

167

 

 

 

366

 

 

 

321

 

Transition, lease termination, and other costs

 

30

 

 

 

 

 

 

30

 

 

 

 

Change in fair value of interest rate swap contracts

 

104

 

 

 

378

 

 

 

(587

)

 

 

424

 

Amortization of debt issuance costs

 

140

 

 

 

126

 

 

 

250

 

 

 

253

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income before income taxes

 

13,903

 

 

 

15,772

 

 

 

31,604

 

 

 

30,465

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes at 24.5%

 

(3,406

)

 

 

(3,864

)

 

 

(7,743

)

 

 

(7,464

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

$

10,497

 

 

$

11,908

 

 

$

23,861

 

 

$

23,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.22

 

 

$

0.24

 

 

$

0.50

 

 

$

0.46

 

Diluted

$

0.21

 

 

$

0.23

 

 

$

0.48

 

 

$

0.45

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

48,243,204

 

 

 

49,657,547

 

 

 

48,494,260

 

 

 

49,789,304

 

Diluted

 

49,427,420

 

 

 

50,775,714

 

 

 

49,865,216

 

 

 

50,946,096

 

 

11


(In thousands)
Trailing twelve months adjusted EBITDA:

 

Three months
ended
December 31,
2022

 

 

Three months
ended
September 30,
2022

 

 

Three months
ended
June 30,
 2022

 

 

Three months
ended
March 31,
 2022
(as restated)

 

 

Twelve months
ended
December 31,
 2022

 

Net income attributable to Radiant Logistics, Inc.

 

$

4,836

 

 

$

8,433

 

 

$

16,750

 

 

$

13,567

 

 

$

43,586

 

Income tax expense

 

 

1,460

 

 

 

2,764

 

 

 

3,502

 

 

 

4,276

 

 

 

12,002

 

Depreciation and amortization (1)

 

 

7,142

 

 

 

6,778

 

 

 

5,330

 

 

 

4,684

 

 

 

23,934

 

Net interest expense

 

 

683

 

 

 

781

 

 

 

843

 

 

 

997

 

 

 

3,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

14,121

 

 

 

18,756

 

 

 

26,425

 

 

 

23,524

 

 

 

82,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

679

 

 

 

609

 

 

 

487

 

 

 

539

 

 

 

2,314

 

Change in fair value of contingent consideration

 

 

150

 

 

 

160

 

 

 

160

 

 

 

152

 

 

 

622

 

Acquisition related costs

 

 

22

 

 

 

27

 

 

 

94

 

 

 

6

 

 

 

149

 

Ransomware incident related costs (recovery), net

 

 

 

 

 

 

 

 

(347

)

 

 

279

 

 

 

(68

)

Litigation costs

 

 

247

 

 

 

120

 

 

 

84

 

 

 

163

 

 

 

614

 

Transition, lease termination, and other costs

 

 

30

 

 

 

 

 

 

 

 

 

 

 

 

30

 

Change in fair value of interest rate swap contracts

 

 

104

 

 

 

(690

)

 

 

(278

)

 

 

(1,985

)

 

 

(2,849

)

Foreign exchange gain

 

 

(4

)

 

 

(467

)

 

 

(239

)

 

 

(105

)

 

 

(815

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

15,349

 

 

$

18,515

 

 

$

26,386

 

 

$

22,573

 

 

$

82,823

 

(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.

12