Record Results of Operation Estimated for
Fiscal Fourth Quarter
Annual Audited Results Expected Within SEC Permitted Extension
Period
RENTON,
Wash., Sept. 13, 2022 /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, 2022, and that it will
be filing a Form 12b-25 with the U.S. Securities and Exchange
Commission, providing the Company with a permissible 15-day
extension for filing its Annual Report on Form 10-K for the year
ended June 30, 2022 (the "Form
10-K"). The Company currently expects that it will timely file its
Form 10-K on or before the expiration of the extension period and
will hold its quarterly earnings call concurrent with that
filing.
The financial results presented below for the quarterly period
ended June 30, 2022, reflect the
Company's preliminary, unaudited results of operations as of the
date of this press release. These preliminary unaudited results may
be subject to change upon the completion of the reporting process
and audit of the Company's full-year financial statements, and
actual results may vary from these preliminary results. The
preliminary unaudited results for the Company's fiscal fourth
quarter ended June 30, 2022 are as
follows:
Financial Highlights – Three Months Ended June 30, 2022 (Preliminary and Unaudited)
- Revenues increased to $398.6
million for the fourth fiscal quarter ended June 30, 2022, up $140.7
million or 54.6%, compared to revenues of $257.9 million for the comparable prior year
period.
- Net revenues, a non-GAAP financial measure, increased to
$88.5 million for the fourth fiscal
quarter ended June 30, 2022, up
$25.7 million or 40.9%, compared to
net revenues of $62.8 million for the
comparable prior year period.
- Net income attributable to Radiant Logistics, Inc. increased to
$18.3 million for the fourth fiscal
quarter ended June 30, 2022, or
$0.37 per basic and $0.36 per fully diluted share, up $7.2 million or 64.9% compared to $11.1 million, or $0.22 per basic and $0.21 per fully diluted share for the comparable
prior year period.
- Adjusted net income, a non-GAAP financial measure, increased to
$20.2 million, or $0.41 per basic and $0.40 per fully diluted share for the fourth
fiscal quarter ended June 30, 2022,
up $10.1 million or 100.0%, compared
to adjusted net income of $10.1
million, or $0.20 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
$27.7 million for the fourth fiscal
quarter ended June 30, 2022, up
$13.6 million or 96.5%, compared to
adjusted EBITDA of $14.1 million for
the comparable prior year period.
- Adjusted EBITDA margin (Adjusted EBITDA expressed as a
percentage of net revenues), a non-GAAP financial measure,
increased to 31.2% for the fourth fiscal quarter ended June 30, 2022, up 870 basis points, compared to
Adjusted EBITDA margin of 22.5% for the comparable prior year
period.
Recent Developments: Renewed Equity Shelf Registration
Statement and Senior Credit Facility
On May 9, 2022, we announced that
the Securities and Exchange Commission (SEC) had declared effective
our $150 million universal shelf
registration statement on Form S-3. The registration statement
replaced our previous $100 million
universal shelf registration that recently expired and provides us
with the continued financial flexibility to access capital to
support and accelerate our growth strategy should the opportunity
present itself. Our willingness and ability to raise capital under
the Form S-3 will depend upon a number of circumstances, including
our need for additional capital to fund operations, organic growth
or acquisitions, our financial and operating performance and the
receptiveness of the capital markets to potential offerings by
us.
On August 8, 2022, we also
announced that we had secured a new $200
million syndicated secured revolving credit facility (the
"Secured Facility") to replace our existing $150 million revolving facility. Under the terms
of the new Secured Facility, we may borrow up to $200 million, subject to compliance with
customary and standard financial coverage covenants and ratios.
Included within the Secured facility is an accordion feature for an
additional $75 million to support
future acquisition opportunities. Borrowings under the Secured
Facility accrue interest at either the Lenders' base rate plus
0.50% or SOFR plus 1.40%, and can be subsequently adjusted based on
the Company's consolidated net leverage ratio, at either the
Lenders' base rate plus 0.50% to 1.50% or SOFR plus 1.40% to 2.40,
The Secured Facility enhances our financial flexibility, providing
increased capacity to fund future acquisitions, capital
expenditures or for other corporate purposes, including, if
warranted at the time, the repurchase of the Company's common
stock.
CEO Bohn Crain comments on
preliminary results, and the delayed filing of the Company's
10-K
"We are very pleased to have finished out the year on a strong
note reporting $27.7 million in
Adjusted EBITDA on $398.6 million in
revenues on a preliminary basis for our fourth quarter ended
June 30, 2022," said Bohn Crain, Founder and CEO of Radiant
Logistics. "These record results are a direct reflection of the
dedication and hard work of our employees and operating partners,
the diversity of our service offerings, and durability of our
scalable non-asset based business model in what has been a
challenging market environment. Driven first by the pandemic and
associated lockdowns of 2020, we were all reminded of the essential
role of transportation and logistics in keeping our economy moving.
For us, this translated into the opportunity for us to play an
active role in the fight against COVID-19: delivering personal
protective equipment ("PPE"), food and beverage, consumer goods,
technology and other essential products for our customers across
North America and around the
world. As the economy worked to recover from those initial
lock-downs, we were presented with a different set of challenges
(and opportunities) as we were able to help our broader customer
base bring their supply-chains back online in the face of an
extreme shortage of transportation capacity, soring fuel prices and
port congestion. Through it all, our business has remained quite
strong across our various service offerings and our efforts to
bundle value-added services with our core transportation service
offerings continue to deliver great results in both the U.S. and
Canada.
Over the past several months we also took the opportunity to
refresh and expand both our equity shelf registration statement and
senior credit facility. We replaced our previous $100 million universal shelf registration that
had recently expired with a new $150
million facility and replaced our $150 million senior credit facility with a new
$200 million facility. These
facilities provide us with continued financial flexibility to
access capital to support and accelerate our growth strategy, as
well as the ability to repurchase the Company's common stock,
should we choose.
While we remain very optimistic about our prospects and
opportunities for fiscal 2023 and beyond, the continued uncertainty
associated with the lingering pandemic and the current global
geopolitical turmoil makes it difficult to project what the "new
normal" will look like in fiscal 2023 for our customers and in turn
our own business. We are now starting to experience the ripple
effect of these global dynamics in the form of inflation,
broad-based labor shortages and signs of a slowing economy that is
eroding the pricing power of the asset-based carriers. If these
market trends continue as they are now, we would expect operations
to return to more normalized levels and growth rates. Whatever
comes next, we are ready with a durable, diverse service offering
and strong balance sheet to support our customers."
Crain continued: "As a Board and a leadership team we take our
public reporting responsibilities seriously and are very
disappointed with the delay in the filing of our 10-K. We are
working hard to wrap up this effort, and expect to complete our
filing within the time provided with the 12b-25 extension and will hold our quarterly
earnings call concurrent with the ultimate filing of our 10-K."
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 for the year ended
June 30, 2022. In addition, the
global economic climate and additional or unforeseen effects from
the COVID-19 pandemic and current conflict in Ukraine amplify many of these risks. Further,
all statements regarding the Company's renewed equity shelf
registration statement presume that our filings with the SEC remain
timely, including within permitted extension periods. Should we be
unable to timely file the Annual Report on Form 10-K within the
permitted extension period, we would be unable to access our shelf
registration statement until we are current in our SEC reports for
at least one year. 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, MM&D start-up costs 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)
|
Unaudited
2022
|
|
|
Audited
2021
|
|
Total
revenues
|
$
|
398,609
|
|
|
$
|
257,910
|
|
Cost of transportation
and other services
|
|
310,082
|
|
|
|
195,151
|
|
|
|
|
|
|
|
Net revenues
|
$
|
88,527
|
|
|
$
|
62,759
|
|
Net margin
|
|
22.2
|
%
|
|
|
24.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In
thousands)
|
Three Months Ended
June 30,
|
|
Reconciliation of
GAAP net income to adjusted EBITDA
|
Unaudited
2022
|
|
|
Audited
2021
|
|
Net income attributable
to Radiant Logistics, Inc.
|
$
|
18,271
|
|
|
$
|
11,059
|
|
Income tax
expense
|
|
3,995
|
|
|
|
2,440
|
|
Depreciation and
amortization
|
|
4,589
|
|
|
|
4,224
|
|
Net interest
expense
|
|
843
|
|
|
|
627
|
|
|
|
|
|
|
|
EBITDA
|
|
27,698
|
|
|
|
18,350
|
|
|
|
|
|
|
|
Share-based
compensation
|
|
487
|
|
|
|
297
|
|
Change in fair value
of contingent consideration
|
|
160
|
|
|
|
—
|
|
Acquisition related
costs
|
|
94
|
|
|
|
7
|
|
Ransomware incident
related costs, net
|
|
(347)
|
|
|
|
—
|
|
Litigation
costs
|
|
84
|
|
|
|
102
|
|
Gain on litigation
settlement, net
|
|
—
|
|
|
|
(25)
|
|
Change in fair value
of interest rate swap contracts
|
|
(278)
|
|
|
|
(48)
|
|
Gain on forgiveness of
debt
|
|
—
|
|
|
|
(4,573)
|
|
Foreign currency
transaction (loss) gain
|
|
(239)
|
|
|
|
31
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$
|
27,659
|
|
|
$
|
14,141
|
|
Adjusted EBITDA margin
(Adjusted EBITDA as a % of Net Revenues)
|
|
31.2
|
%
|
|
|
22.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except
share and per share data)
|
Three Months Ended
June 30,
|
|
Reconciliation of
GAAP net income to adjusted net income
|
Unaudited
2022
|
|
|
Audited
2021
|
|
GAAP net income
attributable to Radiant Logistics, Inc.
|
$
|
18,271
|
|
|
$
|
11,059
|
|
Adjustments to net
income:
|
|
|
|
|
|
Income tax
expense
|
|
3,995
|
|
|
|
2,440
|
|
Depreciation and
amortization
|
|
4,589
|
|
|
|
4,224
|
|
Change in fair value
of contingent consideration
|
|
160
|
|
|
|
—
|
|
Acquisition related
costs
|
|
94
|
|
|
|
7
|
|
Ransomware incident
related costs, net
|
|
(347)
|
|
|
|
—
|
|
Litigation
costs
|
|
84
|
|
|
|
102
|
|
Change in fair value
of interest rate swap contracts
|
|
(278)
|
|
|
|
(48)
|
|
Gain on forgiveness of
debt
|
|
—
|
|
|
|
(4,573)
|
|
Amortization of debt
issuance costs
|
|
123
|
|
|
|
129
|
|
|
|
|
|
|
|
Adjusted net income
before income taxes
|
|
26,691
|
|
|
|
13,340
|
|
|
|
|
|
|
|
Provision for income
taxes at 24.5%
|
|
(6,539)
|
|
|
|
(3,268)
|
|
|
|
|
|
|
|
Adjusted net
income
|
$
|
20,152
|
|
|
$
|
10,072
|
|
|
|
|
|
|
|
Adjusted net income per
common share:
|
|
|
|
|
|
Basic
|
$
|
0.41
|
|
|
$
|
0.20
|
|
Diluted
|
$
|
0.40
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
|
Basic
|
|
49,254,297
|
|
|
|
50,140,900
|
|
Diluted
|
|
50,415,639
|
|
|
|
51,438,679
|
|
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