FORM 10-K DELAYED AS RADIANT ANNOUNCES
INTENTION TO RESTATE
CERTAIN RECENT FINANCIAL STATEMENTS
TO CORRECT TIMING ERRORS
RENTON,
Wash., Oct. 4, 2022 /PRNewswire/ -- Radiant
Logistics, Inc. (NYSE American: RLGT), a third-party logistics and
multimodal transportation services company, announced today in a
Form 8-K filed with the Securities and Exchange Commission, that it
did not timely file its Annual Report on Form 10-K for the fiscal
year ended June 30, 2022, and,
following consultation with the Company's current and predecessor
independent registered public accounting firms, has determined to
restate its fiscal 2021 audited financial statements, each of the
interim quarterly financial statements filed on Form 10-Q during
fiscal 2021, as well as each of the interim quarterly financial
statements filed on Form 10-Q during its 2022 fiscal year (the
"Restatement Periods"), to correct for historical errors related
principally to the timing of the recognition of the Company's
estimated accrual of in-transit revenues and related costs. As a
result, investors, analysts and all other persons should not rely
on the Company's previously released financial statements, press
releases, earnings releases, investor presentations or other
financial information or communications describing the Company's
consolidated financial statements, that cover any periods during
the Restatement Periods. The Company is still in the process of
completing its analysis of the impact of the errors on the
financial statements of the Company for the fiscal year ended
June 30, 2020.
Based on its preliminary findings, the Company determined that
the impact of the errors on its previously reported financial
statements for the fiscal year ended June
30, 2021, include the following:
- Reported Revenues of $889.1
million were understated by approximately $14.1 million to $17.3
million
- Reported Total Operating Expenses of $863.1 million were understated by approximately
$14.7 million to $18.0 million
- Reported Net Income Attributable to Radiant Logistics, Inc. of
$22.9 million was overstated by
approximately $0.4 million to
$0.5 million
- Reported Contract Assets of $27.8
million were understated by approximately $21.7 million to $26.4
million
- Reported Total Liabilities of $195.8
million were understated by approximately $21.5 million to $26.3
million
In addition to the impact on the Company's financial statements
noted above, the Company determined that the errors resulted in the
overstatement of its previously reported Adjusted EBITDA, a
non-GAAP financial measure, of $48.8
million for the fiscal year ended June 30, 2021, by approximately $0.5 million to $0.7
million.
For further information please refer to the Company's Current
Report on Form 8-K filed with the SEC today.
Given the time and focus dedicated to review of the underlying
accounting issues associated with the planned restatement, the
Company was unable to timely file its Annual Report on
Form 10–K for the fiscal year ended June 30, 2022. As a result, it received a
notice on September 29, 2022 from the
New York Stock Exchange (the "NYSE") stating that the Company is
not in compliance with the NYSE's continued listing requirements
under the timely filing criteria established in Section 1007 of the
NYSE American Company Guide. In accordance with NYSE rules, the
Company contacted the NYSE to discuss the status of the late
filing. The noncompliance with the timely filing criteria under the
NYSE American Company Guide has no immediate effect on the listing
or trading of the Company's common stock on the NYSE. The NYSE has
informed the Company that, under NYSE rules, the Company will have
up to six months from the Form 10-K due date to file the Form 10-K
with the SEC; however, under the NYSE American Company Guide, the
NYSE retains discretion to accelerate the time within which the
Company will be required to regain compliance with all applicable
listing standards. The Company expects to regain compliance with
the NYSE listing standards at any time prior to that date by filing
its Form 10-K with the SEC. The Company expects to complete this
filing within the next thirty (30) days.
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.
Forward-Looking Statements
Qualification
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, the nature and
estimated amount of adjustments to our financial statements
covering the Restatement Periods as the final adjustments may vary
from the amounts estimated in this Report and such variance may be
material; the timing for completion of the restated financial
statements included within the Restatement Periods and the
associated Securities and Exchange Commission filings within which
the restated financial statements are to be included; and such
other factors that may be identified: (i) in our Form 10-K for the
fiscal year ended June 30, 2021,
including those set forth under the caption "Risk Factors" in such
Form 10-K; and (ii) in such other Securities and Exchange
Commission filings and other public announcements, following our
Form 10-K for the fiscal year ended June 30,
2021. For the purpose of our forward-looking statements, we
assume that we will within the short-term remediate any temporary
compliance issues we are presently experiencing with the NYSE as we
contemplate being able to regain compliance with all applicable SEC
and exchange compliance requirements once we are able to file the
delinquent Form 10-K with the SEC. We also assume that we will be
able to secure whatever waivers and/or consents as may be
necessary, if at all, to maintain compliance under our senior
credit facility as a consequence of our inability to timely provide
fiscal 2022 year-ending financial statements to our senior lenders,
as well as the modifications that may be required of past
compliance certifications that we have provided to our senior
lenders during the Restatement Periods. 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.
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SOURCE Radiant Logistics, Inc.