false000117115500011711552024-09-122024-09-12

 

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): September 12, 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 September 12, 2024, Radiant Logistics, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended June 30, 2024. A copy of the press release, dated September 12, 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 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 September 12 2024, announcing financial results for the fourth fiscal quarter and year ended June 30, 2024.

 

 

 

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: September 12, 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 FOURTH fiscal quarter AND YEAR ENDED June 30, 2024

Financial results inflect to the positive with sequential quarterly improvement;

Continued progress in green-field and strategic operating partners acquisitions;

Debt free and well positioned for further growth as market conditions improve

RENTON, WA September 12, 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 twelve months ended June 30, 2024.

Financial Highlights – Three Months Ended June 30, 2024

Revenues of $206.0 million for the fourth fiscal quarter ended June 30, 2024, down $26.2 million or 11.3%, compared to revenues of $232.2 million for the comparable prior year period. On a sequential basis, revenues for the fourth fiscal quarter ended June 30, 2024, were up $21.4 million or 11.6% compared to revenues of $184.6 million for the third fiscal quarter ended March 31, 2024.
Gross profit of $57.3 million for the fourth fiscal quarter ended June 30, 2024, down $5.7 million or 9.0%, compared to gross profit of $63.0 million for the comparable prior year period. On a sequential basis, gross profit for the fourth fiscal quarter ended June 30, 2024, was up $8.5 million or 17.4%, compared to gross profit of $48.8 million for the third fiscal quarter ended March 31, 2024.
Adjusted gross profit, a non-GAAP financial measure, of $60.6 million for the fourth fiscal quarter ended June 30, 2024, down $5.7 million or 8.6%, compared to adjusted gross profit of $66.3 million for the comparable prior year period. On a sequential basis, adjusted gross profit for the fourth fiscal quarter ended June 30, 2024, was up $7.5 million or 14.1%, compared to adjusted gross profit of $53.1 million for the third fiscal quarter ended March 31, 2024.
Net income attributable to Radiant Logistics, Inc. of $4.8 million, or $0.10 per basic and fully diluted share for the fourth fiscal quarter ended June 30, 2024, up $1.7 million or 54.8%, compared to $3.1 million, or $0.07 per basic and $0.06 per fully diluted share for the comparable prior year period. On a sequential basis, net income attributable to Radiant Logistics, Inc. for the fourth fiscal quarter ended June 30, 2024, was up $5.5 million or 785.7%, compared to a net loss attributable to Radiant Logistics, Inc. of $0.7 million for the third fiscal quarter ended March 31, 2024.
Adjusted net income, a non-GAAP financial measure, of $7.0 million, or $0.15 per basic and $0.14 per fully diluted share for the fourth fiscal quarter ended June 30, 2024, up $0.5 million or 7.7%, compared to adjusted net income of $6.5 million, or $0.14 per basic and $0.13 per fully diluted share for the comparable prior year period. On a sequential basis, adjusted net income for the fourth fiscal quarter ended June 30, 2024, was up $3.4 million or 94.4%, compared to adjusted net income of $3.6 million for the third fiscal quarter ended March 31, 2024. 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, of $9.1 million for the fourth fiscal quarter ended June 30, 2024, down $0.1 million or 1.1%, compared to adjusted EBITDA of $9.2 million for the comparable prior year period. On a sequential basis, adjusted EBITDA for the fourth fiscal quarter ended June 30, 2024, was up $3.9 million or 75.0%, compared to adjusted EBITDA of $5.2 million for the third fiscal quarter ended March 31, 2024.
Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, up to 15.0% or 110 basis points, for the fourth fiscal quarter ended June 30, 2024, compared to adjusted EBITDA margin of 13.9% for the comparable prior year period. On a sequential basis, adjusted EBITDA margin for the fourth fiscal quarter ended June 30, 2024 of 15.0% was up 520 basis points when compared to the 9.8% adjusted EBITDA margin for the third fiscal quarter ended March 31, 2024.

Acquisition Recap

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.

1


 

Effective February 1, 2024, the Company acquired Select Logistics, Inc. and Select Cartage, Inc. (collectively “Select”), both Miami, Florida based, privately held companies that have operated as part of the Company’s Adcom Worldwide brand since 2007. Both Daleray and Select are being combined to operate as Radiant Global Logistics and will leverage their combined expertise and in-depth knowledge to solidify the Company’s cruise logistics service offerings in south Florida.

Effective April 1, 2024, the Company acquired the assets and operations of Viking Worldwide, Inc.(“Viking”), a Minnesota based, privately held company with operations in both Minneapolis, Minnesota and Houston, Texas that has operated under the Company’s Service by Air brand since 2012. Viking services a diversified account base specializing in the high-tech, brand management, life- sciences, and trade show industries. Viking continues to operate under the Service by Air brand and is expected to complete its transition to the Radiant brand over the course of 2024 as Viking’s Minneapolis operations combine with existing Company-owned operations in the area.

On June 1, 2024, the Company acquired the operations Cascade Transportation, Inc. (“Cascade”), a Seattle based, privately held company that provides a full range of customized time critical domestic and international transportation and logistics services. Cascade previously operated as an agent station for a competing network and has combined with Radiant’s Company-owned operations in the Seattle area and now operates as Radiant Global Logistics.

On June 1, 2024, the Company acquired the operations of DVA Associates, Inc. (“DVA”), a Portland, Oregon based, privately held company that provides a full range of domestic and international transportation and logistics services across North America. DVA previously operated as an agent station for a competing network and now operates as Radiant Global Logistics and is expected to combine with other Radiant’s Company-owned operations in the Portland area in 2025.

Effective September 1, 2024, the Company acquired Foundation Logistics & Services, LLC (“Foundation”), a Humble, Texas based, privately held company that provides a full range of specialized transportation and logistics services for companies involved in the exploration, drilling, and production of oil and gas. Founded in 2014, Foundation specializes in servicing the oil and gas industry with a focus on the transportation of hazardous materials, including explosives, and urgent oilfield equipment to points around the world. The company will continue to operate as Foundation Logistics with the expectation that the company will ultimately transition to operate under the Radiant brand in 2025.

The Company structured each of these transactions 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

Stock Buy-Back

We purchased 726,449 shares of our common stock at an average cost of $5.64 per share for an aggregate cost of $4.1 million during the fiscal year ended June 30, 2024.

As of June 30, 2024, the Company had 46,808,943 shares outstanding.

CEO Bohn Crain Comments on Results

“While our full year results continue to reflect the difficult freight markets being experienced by the entire industry as well as our operations, we did see good sequential improvement in our financial results for the fourth fiscal quarter ended June 30, 2024 when compared to our third fiscal quarter ended March 31, 2024” said Bohn Crain, Founder and CEO of Radiant Logistics. “With net income up 785.7%, adjusted net income up 94.4% and adjusted EBITDA up 75%; we hope to continue to build on this positive trend in coming quarters as markets find their way to more sustainable and normalized levels.”

Mr. Crain continued, “Notwithstanding the tough year over year comparisons, we continue to deliver meaningfully positive results and have generated $31.2 million in adjusted EBITDA and $17.3 million in cash from operations for the fiscal year ended June 30, 2024. In addition, we continue to enjoy a strong balance sheet and after completing five tuck-in acquisitions and deploying $4.1 million in support of our stock buy-back program, we finished the quarter with approximately $24.9 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, we will continue to deliver meaningful value for our shareholders, operating partners, and the end customers that we serve. In this regard, we made good progress in supporting three agent station conversions over the course of fiscal year 2024 with the acquisition of Daleray (October 2023), the Select businesses (February 2024), and Minnesota-based Viking Worldwide (April 2024). 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 three 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. In addition, in June of this year we were able to welcome

2


 

two new teams to our network with the acquisition of Portland-based DVA Associates and Seattle-based Cascade Transportation both of which joined us from a competing network. And most recently, we completed the acquisition of Foundation Logistics, another great addition to the Radiant network. We will continue to look for green-field acquisition opportunities where we find opportunities that bring critical mass to our current platform with respect to geography, purchasing power and targeted industry segments.”

Fourth Fiscal Quarter Ended June 30, 2024 – Financial Results

For the three months ended June 30, 2024, Radiant reported net income attributable to Radiant Logistics, Inc. of $4.8 million on $206.0 million of revenues, or $0.10 per basic and fully diluted share. For the three months ended June 30, 2023, Radiant reported net income attributable to Radiant Logistics, Inc. of $3.1 million on $232.2 million of revenues, or $0.07 per basic and $0.06 per fully diluted share.

For the three months ended June 30, 2024, Radiant reported adjusted net income, a non-GAAP financial measure, of $7.0 million, or $0.15 per basic and $0.14 per fully diluted share. For the three months ended June 30, 2023, Radiant reported adjusted net income of $6.5 million, or $0.14 per basic and $0.13 per fully diluted share.

For the three months ended June 30, 2024, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $9.1 million, compared to $9.2 million for the comparable prior year period.

Year Ended June 30, 2024 – Financial Results

For the fiscal year ended June 30, 2024, Radiant reported net income attributable to Radiant Logistics, Inc. of $7.7 million on $802.5 million of revenues, or $0.16 per basic and fully diluted share. For the fiscal year ended June 30, 2023, Radiant reported net income attributable to Radiant Logistics, Inc. of $20.6 million on $1,085.5 million of revenues, or $0.43 per basic and $0.42 per fully diluted share.

For the fiscal year ended June 30, 2024, Radiant reported adjusted net income, a non-GAAP financial measure, of $22.6 million, or $0.48 per basic and $0.46 per fully diluted share. For the fiscal year ended June 30, 2023, Radiant reported adjusted net income of $39.3 million, or $0.82 per basic and $0.79 per fully diluted share.

For the fiscal year ended June 30, 2024, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $31.2 million, compared to $55.6 million for the comparable prior year period.

3


 

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Thursday, September 12, 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, September 12, 2024 at 4:30 PM Eastern

DIAL-IN

US (888) 506-0062; Intl. (973) 528-0011 (Participant Access Code: 481480)

REPLAY

September 13, 2024 at 9:30 AM Eastern to September 26, 2024 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 51221)

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/2191/51221

4


 

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; our ability to continue to respond to macroeconomic factors that have recently had a negative effect on worldwide freight markets; the impact of any health pandemic or environmental 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 cybersecurity incident that we reported in March 2024 or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our inability to remediate during fiscal year 2024 a material weakness in our internal controls over financial reporting, and the further risks that may arise should we be unable to remediate that material weakness during fiscal year 2025; and such other factors that may be identified from time to time in our U.S 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 fiscal year ended June 30, 2024. 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

 

 

 

 

 

 

5


 

RADIANT LOGISTICS, INC.

Consolidated Balance Sheets

 

June 30,

 

(In thousands, except share and per share data)

2024

 

 

2023

 

ASSETS

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

24,874

 

 

$

32,456

 

Accounts receivable, net of allowance of $2,103 and $2,776, respectively

 

118,016

 

 

 

126,725

 

Contract assets

 

7,615

 

 

 

6,180

 

Income tax receivable

 

3,133

 

 

 

 

Prepaid expenses and other current assets

 

10,567

 

 

 

15,211

 

Total current assets

 

164,205

 

 

 

180,572

 

 

 

 

 

 

 

Property, technology, and equipment, net

 

25,558

 

 

 

25,389

 

 

 

 

 

 

 

Goodwill

 

93,043

 

 

 

89,203

 

Intangible assets, net

 

34,943

 

 

 

36,641

 

Operating lease right-of-use assets

 

49,850

 

 

 

56,773

 

Deposits and other assets

 

3,586

 

 

 

5,163

 

Total other long-term assets

 

181,422

 

 

 

187,780

 

Total assets

$

371,185

 

 

$

393,741

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

73,558

 

 

$

84,561

 

Operating partner commissions payable

 

13,291

 

 

 

18,360

 

Accrued expenses

 

8,948

 

 

 

8,739

 

Income tax payable

 

 

 

 

369

 

Current portion of notes payable

 

 

 

 

4,107

 

Current portion of operating lease liabilities

 

11,629

 

 

 

11,273

 

Current portion of finance lease liabilities

 

643

 

 

 

620

 

Current portion of contingent consideration

 

455

 

 

 

3,886

 

Other current liabilities

 

1,927

 

 

 

258

 

Total current liabilities

 

110,451

 

 

 

132,173

 

 

 

 

 

 

 

Operating lease liabilities, net of current portion

 

45,026

 

 

 

52,120

 

Finance lease liabilities, net of current portion

 

677

 

 

 

1,121

 

Contingent consideration, net of current portion

 

4,710

 

 

 

287

 

Deferred tax liabilities

 

812

 

 

 

2,944

 

Total long-term liabilities

 

51,225

 

 

 

56,472

 

Total liabilities

 

161,676

 

 

 

188,645

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 51,844,249 and
  51,603,386 shares issued, and 46,808,943 and 47,294,529 shares outstanding,
  respectively

 

33

 

 

 

33

 

Additional paid-in capital

 

110,763

 

 

 

108,516

 

Treasury stock, at cost, 5,035,306 and 4,308,857 shares, respectively

 

(31,166

)

 

 

(27,067

)

Retained earnings

 

133,278

 

 

 

125,593

 

Accumulated other comprehensive loss

 

(3,546

)

 

 

(2,205

)

Total Radiant Logistics, Inc. stockholders’ equity

 

209,362

 

 

 

204,870

 

Non-controlling interest

 

147

 

 

 

226

 

Total equity

 

209,509

 

 

 

205,096

 

Total liabilities and equity

$

371,185

 

 

$

393,741

 

 

6


 

RADIANT LOGISTICS, INC.

Consolidated Statements of Comprehensive Income

 

Three Months Ended June 30,

 

 

Year Ended June 30,

 

(In thousands, except share and per share data)

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(unaudited)

 

 

 

 

 

 

 

Revenues

$

206,032

 

 

$

232,225

 

 

$

802,470

 

 

$

1,085,486

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of transportation and other services

 

145,451

 

 

 

165,910

 

 

 

565,947

 

 

 

801,646

 

Operating partner commissions

 

22,991

 

 

 

28,489

 

 

 

92,668

 

 

 

115,605

 

Personnel costs

 

19,409

 

 

 

19,283

 

 

 

78,212

 

 

 

79,512

 

Selling, general and administrative expenses

 

8,636

 

 

 

10,519

 

 

 

38,700

 

 

 

38,548

 

Depreciation and amortization

 

4,666

 

 

 

4,458

 

 

 

18,095

 

 

 

22,700

 

Change in fair value of contingent consideration

 

 

 

 

(259

)

 

 

(450

)

 

 

(646

)

Total operating expenses

 

201,153

 

 

 

228,400

 

 

 

793,172

 

 

 

1,057,365

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

4,879

 

 

 

3,825

 

 

 

9,298

 

 

 

28,121

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

503

 

 

 

1,070

 

 

 

2,333

 

 

 

1,384

 

Interest expense

 

(212

)

 

 

(1,028

)

 

 

(1,056

)

 

 

(3,273

)

Foreign currency transaction gain

 

21

 

 

 

(47

)

 

 

143

 

 

 

755

 

Change in fair value of interest rate swap contracts

 

(294

)

 

 

151

 

 

 

(1,197

)

 

 

383

 

Other

 

5

 

 

 

24

 

 

 

199

 

 

 

176

 

Total other income (expense)

 

23

 

 

 

170

 

 

 

422

 

 

 

(575

)

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

4,902

 

 

 

3,995

 

 

 

9,720

 

 

 

27,546

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(56

)

 

 

(735

)

 

 

(1,523

)

 

 

(6,305

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

4,846

 

 

 

3,260

 

 

 

8,197

 

 

 

21,241

 

Less: net income attributable to non-controlling interest

 

(65

)

 

 

(117

)

 

 

(512

)

 

 

(646

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

$

4,781

 

 

$

3,143

 

 

$

7,685

 

 

$

20,595

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation loss

 

(459

)

 

 

1,046

 

 

 

(1,341

)

 

 

(1,409

)

Comprehensive income

$

4,387

 

 

$

4,306

 

 

$

6,856

 

 

$

19,832

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.10

 

 

$

0.07

 

 

$

0.16

 

 

$

0.43

 

Diluted

$

0.10

 

 

$

0.06

 

 

$

0.16

 

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,936,272

 

 

 

47,578,272

 

 

 

47,047,754

 

 

 

48,188,663

 

Diluted

 

48,589,842

 

 

 

49,163,103

 

 

 

48,822,017

 

 

 

49,551,388

 

 

7


 

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, cybersecurity 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, 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. 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 June 30,

 

 

Year Ended June 30,

 

Reconciliation of adjusted gross profit to GAAP gross profit

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenues

$

206,032

 

 

$

232,225

 

 

$

802,470

 

 

$

1,085,486

 

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

 

(145,451

)

 

 

(165,910

)

 

 

(565,947

)

 

 

(801,646

)

Depreciation and amortization

 

(3,253

)

 

 

(3,327

)

 

 

(13,055

)

 

 

(13,621

)

GAAP gross profit

$

57,328

 

 

$

62,988

 

 

$

223,468

 

 

$

270,219

 

Depreciation and amortization

 

3,253

 

 

 

3,327

 

 

 

13,055

 

 

 

13,621

 

Adjusted gross profit

$

60,581

 

 

$

66,315

 

 

$

236,523

 

 

$

283,840

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit percentage

 

27.8

%

 

 

27.1

%

 

 

27.8

%

 

 

24.9

%

Adjusted gross profit percentage

 

29.4

%

 

 

28.6

%

 

 

29.5

%

 

 

26.1

%

 

 

8


 

(In thousands)

Three Months Ended June 30,

 

 

Year Ended June 30,

 

Reconciliation of GAAP net income to adjusted EBITDA

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income attributable to Radiant Logistics, Inc.

$

4,781

 

 

$

3,143

 

 

$

7,685

 

 

$

20,595

 

Income tax expense

 

56

 

 

 

735

 

 

 

1,523

 

 

 

6,305

 

Depreciation and amortization (1)

 

4,779

 

 

 

4,574

 

 

 

18,552

 

 

 

23,157

 

Net interest expense (income)

 

(291

)

 

 

(42

)

 

 

(1,277

)

 

 

1,889

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

9,325

 

 

 

8,410

 

 

 

26,483

 

 

 

51,946

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

85

 

 

 

672

 

 

 

2,611

 

 

 

2,503

 

Change in fair value of contingent consideration

 

 

 

 

(259

)

 

 

(450

)

 

 

(646

)

Acquisition related costs

 

76

 

 

 

38

 

 

 

526

 

 

 

185

 

Cybersecurity event

 

 

 

 

(6

)

 

 

266

 

 

 

6

 

Litigation costs

 

(681

)

 

 

457

 

 

 

594

 

 

 

1,208

 

Transition, lease termination, and other costs

 

 

 

 

 

 

 

76

 

 

 

30

 

Change in fair value of interest rate swap contracts

 

294

 

 

 

(151

)

 

 

1,197

 

 

 

(383

)

Restatement costs

 

 

 

 

 

 

 

 

 

 

1,544

 

Foreign currency transaction loss (gain)

 

(21

)

 

 

47

 

 

 

(143

)

 

 

(755

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

9,078

 

 

$

9,208

 

 

$

31,160

 

 

$

55,638

 

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

 

15.0

%

 

13.9

%

 

13.2

%

 

19.6

%

(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 June 30,

 

 

Year Ended June 30,

 

Reconciliation of GAAP net income to adjusted net income

2024

 

 

2023

 

 

2024

 

 

2023

 

GAAP net income attributable to Radiant Logistics, Inc.

$

4,781

 

 

$

3,143

 

 

$

7,685

 

 

$

20,595

 

Adjustments to net income:

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

56

 

 

 

735

 

 

 

1,523

 

 

 

6,305

 

Depreciation and amortization

 

4,666

 

 

 

4,458

 

 

 

18,095

 

 

 

22,700

 

Change in fair value of contingent consideration

 

 

 

 

(259

)

 

 

(450

)

 

 

(646

)

Acquisition related costs

 

76

 

 

 

38

 

 

 

526

 

 

 

185

 

Cybersecurity event

 

 

 

 

(6

)

 

 

266

 

 

 

6

 

Litigation costs

 

(681

)

 

 

457

 

 

 

594

 

 

 

1,208

 

Transition, lease termination, and other costs

 

 

 

 

 

 

 

76

 

 

 

30

 

Change in fair value of interest rate swap contracts

 

294

 

 

 

(151

)

 

 

1,197

 

 

 

(383

)

Restatement costs

 

 

 

 

 

 

 

 

 

 

1,544

 

Amortization of debt issuance costs

 

100

 

 

 

137

 

 

 

484

 

 

 

510

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income before income taxes

 

9,292

 

 

 

8,552

 

 

 

29,996

 

 

 

52,054

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes at 24.5%

 

(2,277

)

 

 

(2,095

)

 

 

(7,349

)

 

 

(12,753

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

$

7,015

 

 

$

6,457

 

 

$

22,647

 

 

$

39,301

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.15

 

 

$

0.14

 

 

$

0.48

 

 

$

0.82

 

Diluted

$

0.14

 

 

$

0.13

 

 

$

0.46

 

 

$

0.79

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,936,272

 

 

 

47,578,272

 

 

 

47,047,754

 

 

 

48,188,663

 

Diluted

 

48,589,842

 

 

 

49,163,103

 

 

 

48,822,017

 

 

 

49,551,388

 

 

9


 

(In thousands)
Trailing twelve months adjusted EBITDA:

Three months
ended
June 30,
2024

 

 

Three months
ended
March 31,
2024

 

 

Three months
ended
December 31,
2023

 

 

Three months
ended
September 30,
2023

 

 

Twelve months ended
June 30, 2024

 

Net income attributable to Radiant Logistics, Inc.

$

4,781

 

 

$

(703

)

 

$

985

 

 

$

2,622

 

 

$

7,685

 

Income tax expense

 

56

 

 

 

49

 

 

 

404

 

 

 

1,014

 

 

 

1,523

 

Depreciation and amortization (1)

 

4,779

 

 

 

4,654

 

 

 

4,479

 

 

 

4,640

 

 

 

18,552

 

Net interest expense

 

(291

)

 

 

(373

)

 

 

(330

)

 

 

(283

)

 

 

(1,277

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

9,325

 

 

 

3,627

 

 

 

5,538

 

 

 

7,993

 

 

 

26,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

85

 

 

 

951

 

 

 

695

 

 

 

880

 

 

 

2,611

 

Change in fair value of contingent consideration

 

 

 

 

 

 

 

(204

)

 

 

(246

)

 

 

(450

)

Acquisition related costs

 

76

 

 

 

129

 

 

 

252

 

 

 

69

 

 

 

526

 

Cybersecurity event

 

 

 

 

266

 

 

 

 

 

 

 

 

 

266

 

Litigation costs

 

(681

)

 

 

170

 

 

 

741

 

 

 

364

 

 

 

594

 

Transition, lease termination, and other costs

 

 

 

 

 

 

 

76

 

 

 

 

 

 

76

 

Change in fair value of interest rate swap contracts

 

294

 

 

 

170

 

 

 

531

 

 

 

202

 

 

 

1,197

 

Restatement costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency transaction loss (gain)

 

(21

)

 

 

(105

)

 

 

79

 

 

 

(96

)

 

 

(143

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

9,078

 

 

$

5,208

 

 

$

7,708

 

 

$

9,166

 

 

$

31,160

 

(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


v3.24.2.u1
Document And Entity Information
Sep. 12, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 12, 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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