RENTON, Wash., Aug. 30, 2021 /PRNewswire/ -- Radiant
Logistics, Inc. (NYSE American: RLGT), a third-party logistics and
multimodal transportation services company, today announced select
preliminary unaudited financial results for the fourth quarter
ended June 30, 2021. The Company currently expects that
it will timely file its Form 10-K on or before September 13, 2021 and will hold its quarterly
earnings call concurrent with that filing. The Company also
reported that it has filed a Form 8-K with the U.S. Securities
and Exchange Commission, in connection with the Company's internal
controls for the fiscal year ending June 30,
2021.
The financial results presented below for the quarterly period
ended June 30, 2021, reflect
preliminary estimates of the Company's results of operations as of
the date of this press release. The Company's independent
registered public accounting firm has not audited or reviewed, and
does not express an opinion with respect to, this preliminary
data. These estimates may be subject to change upon the
completion of the reporting process and audit of the Company's
financial statements for fiscal year 2021, and actual results may
vary from these estimates.
Financial Highlights – Three Months Ended
June 30, 2021 (Preliminary and Unaudited)
- Revenues estimated at $257.9
million for the fourth fiscal quarter ended
June 30, 2021, compared to revenues of $275.5 million for the comparable prior
period.
- Net revenues estimated at a record $62.8
million for the fourth fiscal quarter ended June 30, 2021, compared to net revenues of
$50.1 million for the comparable
prior period.
- Net income attributable to common stockholders estimated at a
record $10.9 million, or $0.22 per basic and $0.21 per fully diluted share, compared to net
income attributable to common stockholders of $4.7 million, or $0.09 per basic and fully diluted share for the
comparable prior year.
- Adjusted net income attributable to common stockholders, a
non-GAAP financial measure, estimated at a record $10.1 million, or $0.20 per basic and fully diluted share, compared
to adjusted net income attributable to common stockholders of
$8.9 million, or $0.18 per basic and fully diluted share for the
comparable prior year period. Adjusted net income attributable to
common stockholders is calculated by applying a normalized tax rate
of 24.5% and excluding other items not considered part of regular
operating activities.
- Adjusted EBITDA estimated at a record $14.1 million, compared to adjusted EBITDA of
$13.1 million for the comparable
prior year period.
In its Form 8-K filing, the Company (1) identified certain
internal control deficiencies with respect to the recording and
processing of revenue and the calculation of operating partner
commissions, which have been deemed to be material weaknesses in
the Company's internal control over financial reporting based on
the criteria established in Internal Control- Integrated
Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"); (2) confirmed
that the Company's management, with oversight from the Company's
Audit and Executive Oversight Committee, is in the process of
developing and implementing remediation plans in response to these
control deficiencies; and (3) confirmed that the Company does not
expect any impact on its financial results announced for the
quarter and year ended June 30, 2021
resulting from the internal control deficiencies.
CEO Bohn Crain comments on
preliminary results and the Company's internal controls
"I'm very proud of the resiliency of the Radiant Network and our
collective response to challenges presented by the COVID pandemic,"
said Bohn Crain, Founder and CEO of
Radiant Logistics. "The hard work and dedication of our team is
reflected in our preliminary results for the quarter ended
June 30, 2021 and has helped us to
achieve record results with an estimated $14.1 million in Adjusted EBITDA on $257.9 million in revenues for the quarter ended
June 30, 2021. In addition, I am
happy to report that we were able to re-engage in our stock
buy-back program and repurchased a total of $1.9 million of stock in our fourth fiscal
quarter ended June 30, 2021."
Crain continued: "In building our business we have always
embraced the idea of "continuous improvement" across all aspects of
our business. Our work around internal controls is no exception and
our continuous attention and assessment of our internal controls
has just recently identified opportunities for improvement in our
internal controls over financial reporting as of June 30, 2021. Even though we determined that
additional work is needed to improve the existing controls we have
surrounding our recognition of revenue and operating partner
commissions, we are pleased to report that in our entire corporate
history, our financial statements have not been impacted by any
issues regarding our recognition of revenue or operating partner
commissions. However, now that these issues have been identified,
we want to communicate these issues and begin our work on
remediation. Fortunately, our financial reports themselves are in
good shape and we continue to deliver record results."
About Radiant Logistics (NYSE American: RLGT)
Radiant Logistics, Inc. (www.radiantdelivers.com) is a
third-party logistics and multimodal transportation services
company delivering advanced supply chain solutions through a
network of company-owned and strategic operating partner locations
across North America. Through its
comprehensive service offering, Radiant provides domestic and
international freight forwarding services, truck and rail brokerage
services and other value-added supply chain management services,
including customs brokerage, order fulfillment, inventory
management and warehousing to a diversified account base including
manufacturers, distributors and retailers using a network of
independent carriers and international agents positioned
strategically around the world.
This announcement 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
announcement. 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 of our 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; the timing for completion of the audit related to our Form
10-K and the filing date of our Form 10-K; the absence of any audit
adjustments that may materially affect the preliminary unaudited
financial results contained within this press release, 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 our Form 10-K for the year ended June 30, 2020 and our Form 10-Q for the quarter
ended March 31, 2021. 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.
Reconciliation of Non-GAAP
Measures
RADIANT LOGISTICS, INC.
Reconciliation of Total Revenues to Net
Revenue Margin, Net Income Attributable to Common Stockholders
to Adjusted Net Income Attributable to Common Stock, EBITDA,
Adjusted EBITDA, and Adjusted EBITDA
Margin
(unaudited)
As used in this report, Net Revenue Margin, Adjusted Net Income
Attributable to Common Stockholders, EBITDA, Adjusted EBITDA, and
Adjusted EBITDA Margin are not measures of financial performance or
liquidity under United States Generally Accepted Accounting
Principles ("GAAP"). Net Revenue Margin, Adjusted Net Income
Attributable to Common Stockholders, 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 Attributable to Common Stockholders, management
uses a 24.5% tax rate to calculate the provision for income taxes
before preferred dividend requirement 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 Attributable to Common
Stockholders, 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, change in fair value of contingent consideration,
transition costs, lease termination costs, acquisition related
costs, litigation costs, amortization of debt issuance costs, and
issuance costs for preferred stock redemption.
We commonly refer to the term "net revenue margin" when
commenting about our Company and the results of operations. Net
revenue margin is a Non-GAAP measure calculated as revenues less
directly related operations and expenses attributed to the
Company's services. We believe net revenue margin are 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 preferred stock dividends, redemption of preferred
stock, interest and taxes, and excludes 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 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. Net Revenue
Margin, Adjusted Net Income Attributable to Common Stockholders,
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin should not be
considered in isolation or as a substitute for any of the
consolidated statements of operations prepared in accordance with
GAAP, or as an indication of Radiant's operating performance or
liquidity.
(In
thousands)
|
Three Months Ended
June 30,
|
Net Revenues
(Non-GAAP measure)
|
Estimated
2021
|
|
Actual
2020
|
Total
revenues
|
$
|
257,910
|
|
|
$
|
275,506
|
|
Cost of
transportation and other services
|
|
195,151
|
|
|
|
225,405
|
|
|
|
|
|
|
|
Net
revenues
|
$
|
62,759
|
|
|
$
|
50,101
|
|
Net margin
|
|
24.3
|
%
|
|
|
18.2
|
%
|
(In
thousands)
|
Three Months Ended
June 30,
|
Reconciliation of
GAAP net income to adjusted EBITDA
|
Estimated
2021
|
|
Actual
2020
|
Net income
attributable to Radiant Logistics, Inc.
|
$
|
10,932
|
|
|
$
|
4,665
|
|
Income tax
expense
|
|
2,567
|
|
|
|
1,307
|
|
Depreciation and
amortization
|
|
4,224
|
|
|
|
4,157
|
|
Net interest
expense
|
|
627
|
|
|
|
806
|
|
|
|
|
|
|
|
EBITDA
|
|
18,350
|
|
|
|
10,935
|
|
|
|
|
|
|
|
Share-based
compensation
|
|
296
|
|
|
|
358
|
|
Change in fair value
of contingent consideration
|
|
—
|
|
|
|
1,700
|
|
Acquisition related
costs
|
|
7
|
|
|
|
82
|
|
Litigation
costs
|
|
102
|
|
|
|
229
|
|
Gain on litigation
settlement, net
|
|
(25)
|
|
|
|
—
|
|
Transition, lease
termination, and other costs
|
|
—
|
|
|
|
199
|
|
Change in fair value
of interest rate swap contracts
|
|
(48)
|
|
|
|
(600)
|
|
Gain on forgiveness of
debt
|
|
(4,573)
|
|
|
|
—
|
|
Foreign currency
transaction loss
|
|
31
|
|
|
|
245
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$
|
14,140
|
|
|
$
|
13,148
|
|
Adjusted EBITDA margin
(Adjusted EBITDA as a % of Net Revenues)
|
|
22.5
|
%
|
|
|
26.2
|
%
|
(In thousands, except
share and per share data)
|
Three Months Ended
June 30,
|
Reconciliation of
GAAP net income to adjusted net income
|
Estimated
2021
|
|
Actual
2020
|
GAAP net income
attributable to Radiant Logistics, Inc.
|
$
|
10,932
|
|
|
$
|
4,665
|
|
Adjustments to net
income:
|
|
|
|
|
|
Income tax
expense
|
|
2,567
|
|
|
|
1,307
|
|
Depreciation and
amortization
|
|
4,224
|
|
|
|
4,157
|
|
Change in fair value
of contingent consideration
|
|
—
|
|
|
|
1,700
|
|
Acquisition related
costs
|
|
7
|
|
|
|
82
|
|
Litigation
costs
|
|
102
|
|
|
|
229
|
|
Transition, lease
termination, and other costs
|
|
—
|
|
|
|
199
|
|
Change in fair value
of interest rate swap contracts
|
|
(48)
|
|
|
|
(600)
|
|
Gain on forgiveness of
debt
|
|
(4,573)
|
|
|
|
—
|
|
Amortization of debt
issuance costs
|
|
129
|
|
|
|
27
|
|
|
|
|
|
|
|
Adjusted net income
before income taxes
|
|
13,340
|
|
|
|
11,766
|
|
|
|
|
|
|
|
Provision for income
taxes at 24.5%
|
|
(3,268)
|
|
|
|
(2,883)
|
|
|
|
|
|
|
|
Adjusted net
income
|
$
|
10,072
|
|
|
$
|
8,883
|
|
|
|
|
|
|
|
GAAP net income per
share:
|
|
|
|
|
|
Basic
|
$
|
0.22
|
|
|
$
|
0.09
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
Adjusted net income
per common share:
|
|
|
|
|
|
Basic and
Diluted
|
$
|
0.20
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
Basic
|
|
50,140,900
|
|
|
|
49,398,826
|
|
Diluted
|
|
51,438,679
|
|
|
|
50,566,683
|
|
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