false000117115500011711552024-02-082024-02-08

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 08, 2024

 

 

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-35392

04-3625550

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Triton Towers Two

Seventh Floor

700 S. Renton Village Place

 

 

Renton, Washington

 

98057

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 425 462-1094

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 Par Value

 

RLGT

 

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On February 8, 2024, Radiant Logistics, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended December 31, 2023. A copy of the press release, dated February 8, 2024, is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.

The attached press release contains information that includes the following non-GAAP financial measures as defined in Regulation G adopted by the Securities and Exchange Commission: adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin. The Company’s management believes that presenting such non-GAAP financial measures provides useful information to investors regarding the underlying business trends and performance of the Company’s ongoing operations. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company’s condensed consolidated financial statements in their entirety and to not rely on any single financial measure. A table providing a reconciliation of Non-GAAP financial measures to the most directly comparable GAAP financial measures is included within the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report, including Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

No.

Description

 

 

 

99.1

Press Release, dated February 8, 2024, announcing financial results for the second fiscal quarter ended December 31, 2023.

 

 

 

104

 

Cover Page Interactive Data (embedded within the Inline XBRL document)

 

 

 

 

 

 


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Radiant Logistics, Inc.

 

 

 

 

Date: February 8, 2024

By:

/s/ Todd Macomber

Todd Macomber

Senior Vice President and Chief Financial Officer

 


Exhibit 99.1

img185176670_0.jpg 

RADIANT LOGISTICS ANNOUNCES RESULTS FOR

THE SECOND fiscal quarter ENDED December 31, 2023

Continues to deliver solid financial results in face of continued market headwinds;

Generated $12.1 million in cash from operations;

Debt free and well positioned for further growth

RENTON, WA February 8, 2024 – 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 six months ended December 31, 2023.

Financial Highlights – Three Months Ended December 31, 2023

Revenues decreased to $201.1 million for the second fiscal quarter ended December 31, 2023, down $77.0 million or 27.7%, compared to revenues of $278.1 million for the comparable prior year period.
Gross profit decreased to $58.8 million for the second fiscal quarter ended December 31, 2023, down $11.8 million or 16.7%, compared to gross profit of $70.6 million for the comparable prior year period.
Adjusted gross profit, a non-GAAP financial measure, decreased to $62.0 million for the second fiscal quarter ended December 31, 2023, down $12.0 million or 16.2%, compared to adjusted gross profit of $74.0 million for the comparable prior year period.
Net income attributable to Radiant Logistics, Inc. decreased to $1.0 million, or $0.02 per basic and fully diluted share for the second fiscal quarter ended December 31, 2023, down $3.8 million or 79.2%, compared to $4.8 million, or $0.10 per basic and fully diluted share for the comparable prior year period.
Adjusted net income, a non-GAAP financial measure, decreased to $5.5 million, or $0.12 per basic and $0.11 per fully diluted share for the second fiscal quarter ended December 31, 2023, down $5.6 million or 50.5%, compared to adjusted net income of $11.1 million, or $0.23 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, decreased to $7.7 million for the second fiscal quarter ended December 31, 2023, down $8.5 million or 52.5%, compared to adjusted EBITDA of $16.2 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, decreased to 12.4% or 950 basis points, for the second fiscal quarter ended December 31, 2023, compared to adjusted EBITDA margin of 21.9% for the comparable prior year period.

Acquisition Update

Effective October 1, 2023, the Company acquired the operations of Daleray Corporation (“Daleray”), a Fort Lauderdale, Florida based, privately held company that has operated under the Company’s Distribution By Air brand since 2014. Daleray is well recognized for its expertise and in-depth knowledge and support of the cruise industry and will transition to operate under the Radiant Global Logistics brand over the balance of 2023 and will anchor the Company’s cruise logistics service offerings in south Florida. 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.

On February 7, 2024, the Company announced that it acquired Select Logistics, Inc. and Select Cartage, Inc. (collectively “Select”), both Doral, Florida based, privately held companies that have operated as part of the Company’s Adcom Worldwide brand since 2007. Select is also well recognized for its expertise and in-depth knowledge and support of the cruise industry and is expected to transition to the Radiant brand and combine with the operations of Daleray to solidify the Company’s cruise logistics service offerings in south Florida. 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.

1


 

Stock Buy-Back

We purchased 532,401 shares of our common stock at an average cost of $5.79 per share for an aggregate cost of $3.1 million during the six months ended December 31, 2023.

As of December 31, 2023, the Company had 46,921,448 shares outstanding.

CEO Bohn Crain Comments on Results

“Our results for the quarter ended December 31, 2023 continue to reflect the difficult freight markets being experienced by the entire industry as well as our operations.” said Bohn Crain, Founder and CEO of Radiant Logistics. “This extended period of weak freight demand combined with excess capacity continues to negatively impact not only our current results, but also the year-over-year comparison to our record results for prior year period. With that said, we remain optimistic that 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 towards the back half of calendar 2024.”

Mr. Crain continued, “Notwithstanding the tough year over year comparisons, we continue to deliver meaningfully positive results and have generated $16.9 million in adjusted EBITDA and $12.1 million in cash from operations for the six months ended December 31, 2023. In addition, we continue to enjoy a strong balance sheet finishing the quarter with approximately $32.9 million of cash on hand and nothing drawn on our $200.0 million credit facility.

As previously discussed, we believe we are well positioned to navigate through these slower freight markets as we find our way back to more normalized market conditions. At the same time, we remain focused on delivering profitable growth through a combination of organic and acquisition initiatives and thoughtfully re-levering our balance sheet through a combination of agent station conversions, synergistic tuck-in acquisitions, and stock buy-backs. Through this approach we believe, over time, will continue to deliver meaningful value for our shareholders, operating partners, and the end customers that we serve. In this regard, we are very excited about our recent agent station conversions with the acquisition of Daleray and the Select businesses, which will combine to solidify our offering in support of the cruise line industry in South Florida. We launched Radiant in 2006 with the goal of partnering with logistics entrepreneurs who would benefit from our unique value proposition and the built-in exit strategy available to the entrepreneurs participating in our network. We believe these two transactions are representative of a broader pipeline of opportunities inherent in our agent-based network and we look forward to supporting other strategic operating partners when they are ready to begin their transition from an agency to a company-owned location.”

Second Fiscal Quarter Ended December 31, 2023 – Financial Results

For the three months ended December 31, 2023, Radiant reported net income attributable to Radiant Logistics, Inc. of $1.0 million on $201.1 million of revenues, or $0.02 per basic and fully diluted share. 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, 2023, Radiant reported adjusted net income, a non-GAAP financial measure, of $5.5 million, or $0.12 per basic and $0.11 per fully diluted share. For the three months ended December 31, 2022, Radiant reported adjusted net income of $11.1 million, or $0.23 per basic and fully diluted share.

For the three months ended December 31, 2023, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $7.7 million, compared to $16.2 million for the comparable prior year period.

Six Months Ended December 31, 2023 – Financial Results

For the six months ended December 31, 2023, Radiant reported net income attributable to Radiant Logistics, Inc. of $3.6 million on $411.9 million of revenues, or $0.08 per basic and $0.07 per fully diluted share. 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, 2023, Radiant reported adjusted net income, a non-GAAP financial measure, of $12.0 million, or $0.26 per basic and $0.25 per fully diluted share. For the six months ended December 31, 2022, Radiant reported adjusted net income of $24.6 million, or $0.51 per basic and $0.49 per fully diluted share.

For the six months ended December 31, 2023, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $16.9 million, compared to $34.9 million for the comparable prior year period.

 

2


 

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Thursday, February 8, 2024 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:

Thursday, February 8, 2024 at 4:30 PM Eastern

DIAL-IN

US (888) 506-0062; Intl. (973) 528-0011 (Participant Access Code: 241021)

REPLAY

February 9, 2024 at 9:30 AM Eastern to February 22, 2024 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 49820)

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/2191/49820

 

3


 

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 solutions primarily to customers in the United States and Canada. Through its comprehensive service offerings, Radiant provides domestic and international freight forwarding and freight brokerage services to a diversified account base including manufacturers, distributors and retailers, which it supports from an extensive network of company 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 or any other health pandemic or environment event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel; labor and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from the ransomware incident that we reported in December of 2021 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 year 2024 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 the Company’s Annual Report on Form 10-K for the year ended June 30, 2023. In addition, the global economic climate and additional or unforeseen effects from the COVID-19 pandemic or other unexpected health pandemics, may 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

 

 

December 31,

 

 

June 30,

 

(In thousands, except share and per share data)

 

2023

 

 

2023

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,883

 

 

$

32,456

 

Accounts receivable, net of allowance of $3,597 and $2,776, respectively

 

 

106,297

 

 

 

126,725

 

Contract assets

 

 

7,227

 

 

 

6,180

 

Income tax receivable

 

 

2,139

 

 

 

 

Prepaid expenses and other current assets

 

 

12,799

 

 

 

15,211

 

Total current assets

 

 

161,345

 

 

 

180,572

 

 

 

 

 

 

 

 

Property, technology, and equipment, net

 

 

26,327

 

 

 

25,389

 

 

 

 

 

 

 

 

Goodwill

 

 

89,251

 

 

 

89,203

 

Intangible assets, net

 

 

31,746

 

 

 

36,641

 

Operating lease right-of-use assets

 

 

50,042

 

 

 

56,773

 

Deposits and other assets

 

 

4,333

 

 

 

5,163

 

Total other long-term assets

 

 

175,372

 

 

 

187,780

 

Total assets

 

$

363,044

 

 

$

393,741

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

71,213

 

 

$

84,561

 

Operating partner commissions payable

 

 

14,476

 

 

 

18,360

 

Accrued expenses

 

 

8,625

 

 

 

8,739

 

Income tax payable

 

 

 

 

 

369

 

Current portion of notes payable

 

 

1,826

 

 

 

4,107

 

Current portion of operating lease liabilities

 

 

10,535

 

 

 

11,273

 

Current portion of finance lease liabilities

 

 

583

 

 

 

620

 

Current portion of contingent consideration

 

 

 

 

 

3,886

 

Other current liabilities

 

 

300

 

 

 

258

 

Total current liabilities

 

 

107,558

 

 

 

132,173

 

 

 

 

 

 

 

 

Operating lease liabilities, net of current portion

 

 

46,119

 

 

 

52,120

 

Finance lease liabilities, net of current portion

 

 

704

 

 

 

1,121

 

Contingent consideration, net of current portion

 

 

90

 

 

 

287

 

Deferred tax liabilities

 

 

1,456

 

 

 

2,944

 

Total long-term liabilities

 

 

48,369

 

 

 

56,472

 

Total liabilities

 

 

155,927

 

 

 

188,645

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 51,762,706 and 51,603,386
    shares issued, and 46,921,448 and 47,294,529 shares outstanding, respectively

 

 

33

 

 

 

33

 

Additional paid-in capital

 

 

109,728

 

 

 

108,516

 

Treasury stock, at cost, 4,841,258 and 4,308,857 shares, respectively

 

 

(30,148

)

 

 

(27,067

)

Retained earnings

 

 

129,200

 

 

 

125,593

 

Accumulated other comprehensive loss

 

 

(1,936

)

 

 

(2,205

)

Total Radiant Logistics, Inc. stockholders’ equity

 

 

206,877

 

 

 

204,870

 

Non-controlling interest

 

 

240

 

 

 

226

 

Total equity

 

 

207,117

 

 

 

205,096

 

Total liabilities and equity

 

$

363,044

 

 

$

393,741

 

 

 

5


 

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)

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues

$

201,082

 

 

$

278,119

 

 

$

411,880

 

 

$

609,090

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of transportation and other services

 

139,085

 

 

 

204,091

 

 

 

289,057

 

 

 

458,582

 

Operating partner commissions

 

25,818

 

 

 

30,512

 

 

 

49,601

 

 

 

60,617

 

Personnel costs

 

19,760

 

 

 

20,641

 

 

 

39,387

 

 

 

40,412

 

Selling, general and administrative expenses

 

10,595

 

 

 

8,667

 

 

 

20,069

 

 

 

17,437

 

Depreciation and amortization

 

4,364

 

 

 

6,914

 

 

 

8,890

 

 

 

13,693

 

Change in fair value of contingent consideration

 

(204

)

 

 

150

 

 

 

(450

)

 

 

310

 

Total operating expenses

 

199,418

 

 

 

270,975

 

 

 

406,554

 

 

 

591,051

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1,664

 

 

 

7,144

 

 

 

5,326

 

 

 

18,039

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

621

 

 

 

59

 

 

 

1,207

 

 

 

98

 

Interest expense

 

(291

)

 

 

(742

)

 

 

(593

)

 

 

(1,563

)

Foreign currency transaction gain (loss)

 

(79

)

 

 

4

 

 

 

15

 

 

 

471

 

Change in fair value of interest rate swap contracts

 

(531

)

 

 

(104

)

 

 

(733

)

 

 

587

 

Other

 

135

 

 

 

24

 

 

 

162

 

 

 

29

 

Total other income (expense)

 

(145

)

 

 

(759

)

 

 

58

 

 

 

(378

)

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

1,519

 

 

 

6,385

 

 

 

5,384

 

 

 

17,661

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(404

)

 

 

(1,460

)

 

 

(1,418

)

 

 

(4,224

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

1,115

 

 

 

4,925

 

 

 

3,966

 

 

 

13,437

 

Less: net income attributable to non-controlling interest

 

(130

)

 

 

(89

)

 

 

(359

)

 

 

(168

)

Net income attributable to Radiant Logistics, Inc.

$

985

 

 

$

4,836

 

 

$

3,607

 

 

$

13,269

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

1,397

 

 

 

901

 

 

 

269

 

 

 

(2,577

)

Comprehensive income

$

2,512

 

 

$

5,826

 

 

$

4,235

 

 

$

10,860

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.02

 

 

$

0.10

 

 

$

0.08

 

 

$

0.27

 

Diluted

$

0.02

 

 

$

0.10

 

 

$

0.07

 

 

$

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,990,818

 

 

 

48,243,204

 

 

 

47,144,388

 

 

 

48,494,260

 

Diluted

 

48,907,452

 

 

 

49,427,420

 

 

 

48,991,819

 

 

 

49,865,216

 

 

 

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 share-based compensation expense, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, ransomware incident related costs, changes in fair value of interest rate swap contracts, restatement costs, transition and lease termination costs, foreign currency transaction gains and losses, extraordinary items, 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 condensed 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 condensed 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 December 31,

 

 

Six Months Ended December 31,

 

Reconciliation of adjusted gross profit to GAAP gross profit

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues

$

201,082

 

 

$

278,119

 

 

$

411,880

 

 

$

609,090

 

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

 

(139,085

)

 

 

(204,091

)

 

 

(289,057

)

 

 

(458,582

)

Depreciation and amortization

 

(3,205

)

 

 

(3,469

)

 

 

(6,538

)

 

 

(6,816

)

GAAP gross profit

$

58,792

 

 

$

70,559

 

 

$

116,285

 

 

$

143,692

 

Depreciation and amortization

 

3,205

 

 

 

3,469

 

 

 

6,538

 

 

 

6,816

 

Adjusted gross profit

$

61,997

 

 

$

74,028

 

 

$

122,823

 

 

$

150,508

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

29.2

%

 

 

25.4

%

 

 

28.2

%

 

 

23.6

%

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

 

30.8

%

 

 

26.6

%

 

 

29.8

%

 

 

24.7

%

 

 

7


 

(In thousands)

Three Months Ended December 31,

 

 

Six Months Ended December 31,

 

Reconciliation of GAAP net income to adjusted EBITDA

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income attributable to Radiant Logistics, Inc.

$

985

 

 

$

4,836

 

 

$

3,607

 

 

$

13,269

 

Income tax expense

 

404

 

 

 

1,460

 

 

 

1,418

 

 

 

4,224

 

Depreciation and amortization (1)

 

4,479

 

 

 

7,142

 

 

 

9,118

 

 

 

13,921

 

Net interest expense

 

(330

)

 

 

683

 

 

 

(614

)

 

 

1,465

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

5,538

 

 

 

14,121

 

 

 

13,529

 

 

 

32,879

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

695

 

 

 

679

 

 

 

1,575

 

 

 

1,288

 

Change in fair value of contingent consideration

 

(204

)

 

 

150

 

 

 

(450

)

 

 

310

 

Acquisition related costs

 

252

 

 

 

22

 

 

 

321

 

 

 

49

 

Litigation costs

 

741

 

 

 

247

 

 

 

1,105

 

 

 

366

 

Transition, lease termination, and other costs

 

76

 

 

 

30

 

 

 

76

 

 

 

30

 

Change in fair value of interest rate swap contracts

 

531

 

 

 

104

 

 

 

733

 

 

 

(587

)

Restatement costs

 

 

 

 

854

 

 

 

 

 

 

1,007

 

Foreign currency transaction loss (gain)

 

79

 

 

 

(4

)

 

 

(16

)

 

 

(471

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

7,708

 

 

$

16,203

 

 

$

16,873

 

 

$

34,871

 

Adjusted EBITDA margin (adjusted EBITDA as a % of adjusted gross profit)

 

12.4

%

 

21.9

%

 

13.7

%

 

23.2

%

(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.

 

(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

2023

 

 

2022

 

 

2023

 

 

2022

 

GAAP net income attributable to Radiant Logistics, Inc.

$

985

 

 

$

4,836

 

 

$

3,607

 

 

$

13,269

 

Adjustments to net income:

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

404

 

 

 

1,460

 

 

 

1,418

 

 

 

4,224

 

Depreciation and amortization

 

4,364

 

 

 

6,914

 

 

 

8,890

 

 

 

13,693

 

Change in fair value of contingent consideration

 

(204

)

 

 

150

 

 

 

(450

)

 

 

310

 

Acquisition related costs

 

252

 

 

 

22

 

 

 

321

 

 

 

49

 

Litigation costs

 

741

 

 

 

247

 

 

 

1,105

 

 

 

366

 

Transition, lease termination, and other costs

 

76

 

 

 

30

 

 

 

76

 

 

 

30

 

Change in fair value of interest rate swap contracts

 

531

 

 

 

104

 

 

 

733

 

 

 

(587

)

Restatement costs

 

 

 

 

854

 

 

 

 

 

 

1,007

 

Amortization of debt issuance costs

 

130

 

 

 

140

 

 

 

255

 

 

 

250

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income before income taxes

 

7,279

 

 

 

14,757

 

 

 

15,955

 

 

 

32,611

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes at 24.5%

 

(1,783

)

 

 

(3,615

)

 

 

(3,909

)

 

 

(7,990

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

$

5,496

 

 

$

11,142

 

 

$

12,046

 

 

$

24,621

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.12

 

 

$

0.23

 

 

$

0.26

 

 

$

0.51

 

Diluted

$

0.11

 

 

$

0.23

 

 

$

0.25

 

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,990,818

 

 

 

48,243,204

 

 

 

47,144,388

 

 

 

48,494,260

 

Diluted

 

48,907,452

 

 

 

49,427,420

 

 

 

48,991,819

 

 

 

49,865,216

 

 

8


v3.24.0.1
Document And Entity Information
Feb. 08, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 08, 2024
Entity Registrant Name RADIANT LOGISTICS, INC.
Entity Central Index Key 0001171155
Entity Emerging Growth Company false
Entity File Number 001-35392
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 04-3625550
Entity Address, Address Line One Triton Towers Two
Entity Address, Address Line Two 700 S. Renton Village Place
Entity Address, Address Line Three Seventh Floor
Entity Address, City or Town Renton
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98057
City Area Code 425
Local Phone Number 462-1094
Entity Information, Former Legal or Registered Name N/A
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 Par Value
Trading Symbol RLGT
Security Exchange Name NYSEAMER

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