RADIANT LOGISTICS, INC - FORM 10-Q - EX-99.1

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10-Q - RADIANT LOGISTICS, INC	v222425_10q.htm
EX-31.1 - RADIANT LOGISTICS, INC	v222425_ex31-1.htm
EX-31.2 - RADIANT LOGISTICS, INC	v222425_ex31-2.htm
EX-32.1 - RADIANT LOGISTICS, INC	v222425_ex32-1.htm

Exhibit 99.1

Contact:

Bohn H. Crain

Chief Executive Officer

Radiant Logistics, Inc.

(425) 943-4599

RADIANT POSTS 45% GROWTH WITH ADJUSTED EBITDA OF $1,540,000 FOR

THE FISCAL THIRD QUARTER ENDED MARCH 31, 2011

Provides Upward Guidance from $5,500,000 to $6,750,000 in Adjusted EBITDA for

FYE June 30, 2011

BELLEVUE, WA, May 16, 2011 – Radiant Logistics, Inc. (OTC QB: RLGT), a domestic and international freight forwarding and logistics services company, today reported financial results for the three and nine months ended March 31, 2011.

For the three months ended March 31, 2011, Radiant reported net income of $771,000 on $42.0 million of revenues, or $0.03 per basic and $0.02 per fully diluted share. For the three months ended March 31, 2010, Radiant reported net income of $449,000 on $32.9 million of revenues, or $0.01 per basic and fully diluted share, including a $395,000 benefit resulting from a refund of state business and occupancy taxes.

For the nine months ended March 31, 2011, Radiant reported net income of $2,270,000 on $132.9 million of revenues, or $0.07 per basic and fully diluted share, including a charge on litigation settlement of $150,000. For the nine months ended March 31, 2010, Radiant reported net income of $1,114,000 on $106.0 million of revenues, or $0.03 per basic and fully diluted share, including a $395,000 benefit resulting from a refund of state business and occupancy taxes and a $355,000 gain on litigation settlement.

In December of 2010, the Company recorded a charge of $150,000 in connection with the settlement of a dispute with one of its competitors related to the 2007 departure of the competitor’s then Chicago operation. By agreement among the parties, without admission of any wrong doing on the part of the Company and with affirmation of the parties’ right to freely compete in the marketplace, the Company agreed to make a $150,000 donation to a mutually agreeable IRC 503(c) charitable organization. Neither the Company nor its competitor received any payment in connection with the settlement.

In December 2009, the Company recorded a gain of $355,000 in connection with the favorable settlement of a dispute with the former owner of Adcom Worldwide related to the calculation and payment of working capital and certain related post-closing items.

The Company also reported adjusted EBITDA (earnings before interest, taxes, depreciation amortization), excluding non-recurring items and non-cash share-based compensation, of $1,540,000 for the three months ended March 31, 2011, compared to adjusted EBITDA of $1,065,000 for the comparable prior year period.

The Company also reported adjusted EBITDA, excluding non-recurring items and non-cash share-based compensation, of $4,921,000 for the nine months ended March 31, 2011 compared to adjusted EBITDA of $2,815,000 for the comparable prior year period. A reconciliation of our adjusted EBITDA to the most directly comparable GAAP measure appears at the end of this release.

"We remain very pleased with the continuing positive trend in our overall operating results," said Bohn Crain, Chairman and CEO. "For the quarter ended March 31, 2011, our revenues increased 27.9% to $42.0 million as compared to $32.9 million for the comparable prior year period. Net transportation revenues also increased 26.0% to $13.0 million as compared to $10.3 million for the comparable prior year period. This improvement was a direct result of the improving economy and resurgence of our domestic and international transportation services. Our personnel and general administrative costs when measured as a function of our net revenues also continue to reflect a positive trend surrounding our controllable costs. As a percentage of net revenues, our personnel costs decreased from 14.0% to 12.1%. Our selling, general and administrative costs (after giving effect for the non-recurring $395,000 business and occupancy tax refund we received in the comparable prior year period), as a percentage of net revenues, decreased from 10.0% to 8.0%. We remain encouraged by these trends, the leverage of our scalable non-asset based business model and the anticipated margin expansion available to us as we continue to execute our growth strategy."

Crain concluded, "As we look forward to the balance of our fiscal year ending June 30, 2011, we are updating our prior guidance and expect to generate approximately $6.75 million in adjusted EBITDA on $200.0 million in annual revenues. At this point we are now focusing on the integration of our recent acquisition of Distribution By Air ("DBA") and what we can expect for our upcoming fiscal year commencing July 1, 2011 and ending June 30, 2012. We have already made significant progress in migrating DBA’s largest offices to the Radiant operating platform and are on track to have fully transitioned all the DBA locations by June 1, 2011. The fact that we are on pace to transition DBA’s approximately $90.0 million of business to our platform in under 60 days from the original closing of the transaction is a real testament to the quality of the people at DBA and the strength of the people, process and technology we have in place at Radiant to support our growth. We are reaffirming our guidance for our fiscal year ending June 30, 2012, of $9.0 million in adjusted EBITDA on $285.0 million in annual revenues. On a run-rate basis, we are projecting $10.0 million in adjusted EBITDA for our fiscal year ending June 30, 2012 because of approximately $1.0 million in non-recurring labor costs we will incur through December 31, 2011 as we wind-down the legacy back-office operation in DBA in Somerset, New Jersey. This guidance is before considering the impact of any further acquisition opportunities that we may complete over the course of fiscal 2012. On the acquisition front, we continue to opportunistically pursue acquisition opportunities and through this process we have identified and are in conversations with a select number of potential partners that could further complement our platform. I look forward to updating you on our progress in the coming months as these opportunities continue to develop."

Supplemental Pro Forma Information

We believe that supplemental disclosure of our adjusted EBITDA, or earnings before interest, taxes, depreciation and amortization adjusted for stock-based compensation, goodwill impairment and other non-cash costs is a useful measure for investors because it eliminates the effect of certain non-cash costs and provides an important metric for our business. Adjusted EBITDA is a non-GAAP measure of income. A reconciliation of adjusted EBITDA amounts to Net income, the most directly comparable GAAP measure, for the three and nine months ended March 31, 2011 and 2010 is shown below:

(Amounts in 000’s)	THREE MONTHS ENDED MARCH 31,					NINE MONTHS ENDED MARCH 31,
	2011		2010			2011		2010

Net income	$	771	$	449		$	2,270	$	1,114


Net interest expense		28		21			100		104
Income tax expense		472		511			1,392		919
Depreciation and amortization		253		386			905		1,182

EBITDA		1,524		1,367			4,667		3,319
Share-based compensation and other non-cash charges		16		93			104		246
Refund of Business & Occupancy tax (including interest)		-		(395	)				(395	)
(Gain) or loss on litigation settlement		-		-			150		(355	)

Adjusted EBITDA	$	1,540	$	1,065		$	4,921	$	2,815

This supplemental pro forma financial information is presented for informational purposes only and is not a substitute for the historical financial information presented in accordance with accounting principles generally accepted in the United States. A reconciliation of adjusted EBITDA amounts to Net income, the most directly comparable GAAP measure, for the fiscal year ending June 30, 2011 is shown below:

Financial Outlook

(Amounts in 000’s)	Outlook Fiscal Year Ended		Outlook Fiscal Year Ended		Actual Fiscal Year Ended
	June 30, 2012		June 30, 2011		June 30, 2010

Net income	$	3,410	$	2,983	$	1,959

Net interest expense		802		285		135
Income tax expense		2,090		1,828		1,093
Depreciation and amortization		2,048		1,372		1,598

EBITDA		8,350		6,468		4,785

Stock-based compensation and other non-cash charges		150		132		315
Severance Costs		500		-		-
Gain on extinguishment of debt		-		-		(135	)
Business & Occupancy tax refund		-		-		(364	)
(Gain) loss on litigation settlement		-		150		(355	)


Adjusted EBITDA	$	9,000	$	6,750	$	4,246

Investor Conference Call

Radiant will host a conference call for shareholders and the investing community on Monday, May 16, 2011 at 4:00 pm, ET to discuss the contents of the release. The call can be accessed by dialing (877) 407-8031, or (201) 689-8031 for international participants, and is expected to last approximately 30 minutes. Callers are requested to dial in 5 minutes before the start of the call. An audio replay will be available for one week after the teleconference by dialing (877) 660-6853, or (201) 612-7415 for international callers, and using account number 286 and conference ID number 366738.

About Radiant Logistics (OTC QB: RLGT)

Radiant Logistics (www.radiantdelivers.com) is a non-asset based third-party transportation & logistics provider with complete global reach, as well as one of the largest and fastest growing networks in North America. The company delivers world-class transportation, logistics and information solutions to its customers, as well as growth, liquidity, and ongoing support for its strategic operating partners. Operating a network of over 100 company-owned and exclusive agent offices under the Airgroup, Adcom Worldwide, Distribution By Air and Radiant brands, the company services a diversified account base that includes manufacturers, distributors and government agencies, using a network of independent carriers and international agents positioned strategically around the world.

For more information about Radiant Logistics, please contact Bohn Crain at (425) 943-4599.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. 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. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, our ability to: use our current infrastructure as a "platform" upon which we can build a profitable global transportation and supply chain management company; retain and build upon the relationships we have with our exclusive agency offices; continue the development of our back office infrastructure and transportation and accounting systems in a manner sufficient to service our expanding revenues and base of exclusive agency locations; continue growing our business and maintain historical or increased gross profit margins; locate suitable acquisition opportunities; secure the financing necessary to complete any acquisition opportunities we locate; assess and respond to competitive practices in the industries in which we compete, mitigate, to the best extent possible, our dependence on current management and certain of our larger exclusive agency locations; assess and respond to the impact of current and future laws and governmental regulations affecting the transportation industry in general and our operations in particular; as well as those risk factors disclosed in Item 1A of our Report on Form 10 K for the year ended June 30, 2010 other filings with the Securities and Exchange Commission and other public documents and press releases which can be found on our web-site (www.radiantdelivers.com). Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.

RADIANT LOGISTICS, INC.

Consolidated Balance Sheets

	March 31, 2011			June 30, 2010
ASSETS
Current assets -
Cash and cash equivalents	$	60,708		$	682,108
Accounts receivable, net of allowance
of $489,156 and $626,401 respectively		23,360,832			21,442,023
Current portion of employee loan receivable		16,095			13,100
Current portion of station and other receivables		95,398			195,289
Prepaid expenses and other current assets		916,325			1,104,211
Deferred tax asset		351,345			402,428
Total current assets		24,800,703			23,839,159

Furniture and equipment, net		865,783			881,416

Acquired intangibles, net		1,359,089			2,019,757
Goodwill		1,011,310			982,788
Employee loan receivable, net of current portion		40,550			38,000
Station and other receivables, net of current portion		126,627			151,160
Investment in real estate		40,000			40,000
Deposits and other assets		205,652			153,116
Deferred tax asset – long term		188,202			106,023
Total long term assets		2,971,430			3,490,844
Total assets	$	28,637,916		$	28,211,419

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
Accounts payable and accrued transportation costs		17,148,507			16,004,814
Commissions payable		2,306,229			2,119,503
Other accrued costs		761,926			538,854
Income taxes payable		90,980			76,309
Due to former Adcom shareholder		33,708			603,205
Other current liabilities		75,000			-
Total current liabilities		20,416,350			19,342,685

Long term debt		4,611,011			7,641,021
Deferred tax liability		659,084			439,905
Total long term liabilities		5,270,095			8,080,926
Total liabilities		25,686,445			27,423,611

Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $0.001 par value, 50,000,000 shares authorized. Issued and outstanding: March 31, 2011 – 30,514,759; June 30, 2010 – 31,273,461		16,889			16,157
Additional paid-in capital		8,461,581			8,108,239
Treasury stock, at cost, 4,919,239 and 3,428,499 shares, respectively		(1,407,455	)		(936,190	)
Retained deficit		(4,197,019	)		(6,466,946	)
Total Radiant Logistics, Inc. stockholders’ equity		2,873,996			721,260
Non-controlling interest		77,475			66,548
Total stockholders’ equity		2,951,471			787,808
Total liabilities and stockholders’ equity	$	28,637,916		$	28,211,419

RADIANT LOGISTICS, INC.

Consolidated Statements of Income (Operations)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	MARCH 31,						MARCH 31,
	2011			2010			2011			2010

Revenue	$	42,030,290		$	32,863,624		$	132,888,167		$	106,007,803
Cost of transportation		29,005,131			22,522,506			91,562,255			73,613,523
Net revenues		13,025,159			10,341,118			41,325,912			32,394,280


Agent commissions		8,847,029			7,104,883			28,529,680			22,398,448
Personnel costs		1,576,766			1,448,374			4,695,194			4,402,236
Selling, general and administrative expenses		1,099,705			551,139			3,303,122			2,800,572
Depreciation and amortization		253,657			386,145			905,723			1,181,862
Total operating expenses		11,777,157			9,490,541			37,433,719			30,783,118

Income from operations		1,248,002			850,577			3,892,193			1,611,162


Other income (expense):
Interest income		4,605			35,130			16,044			38,403
Interest expense		(32,632	)		(56,404	)		(117,053	)		(142,195	)
Other		49,218			155,406			138,911			254,171
Gain (loss) on litigation settlement		-			-			(150,000	)		354,670
Total other income (expense)		21,191			134,132			(112,098	)		505,049

Income before income tax expense		1,269,193			984,709			3,780,095			2,116,211


Income tax expense		(472,379	)		(511,050	)		(1,391,241	)		(918,715	)

Net income		796,814			473,659			2,388,854			1,197,496


Less: Net income attributable to non-controlling interest		(26,095	)		(24,551	)		(118,927	)		(83,229	)

Net income attributable to Radiant Logistics, Inc.	$	770,719		$	449,108		$	2,269,927		$	1,114,267

Net income per common share – basic	$	0.03		$	0.01		$	0.07		$	0.03
Net income per common share – diluted	$	0.02		$	0.01		$	0.07		$	0.03

Weighted average shares outstanding:
Basic shares		30,514,759			32,391,859			30,368,446			32,767,213
Diluted shares		32,719,945			32,533,794			31,542,327			32,937,774

RADIANT LOGISTICS, INC.

Reconciliation of EBITDA to Net Income and Net Cash Provided By Operating Activities

(UNAUDITED)

As used in this report, adjusted EBITDA means earnings before interest, income taxes, depreciation and amortization adjusted for stock-based compensation and other non-cash charges. We believe that adjusted EBITDA, as presented, represents a useful method of assessing the performance of our operating activities, as it reflects our earnings trends without the impact of certain non-cash charges. Adjusted EBITDA is also used by our creditors in assessing debt covenant compliance. We understand that although securities analysts frequently use EBITDA in their evaluation of companies, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to cash flow provided by operating activities as a measure of liquidity, as an alternative to net income as an indicator of our operating performance, nor as an alternative to any other measure of performance in conformity with accounting principles generally accepted in the United States of America.

The following is a reconciliation of adjusted EBITDA to both net income and cash flow provided by operating activities:

	THREE MONTHS ENDED						NINE MONTHS ENDED
	MARCH 31,						MARCH 31,
	2011			2010			2011			2010

Adjusted EBITDA	$	1,541,087		$	1,065,607		$	4,921,865		$	2,815,714


Stock-based compensation and other non-cash charges		(16,305	)		(92,775	)		(103,965	)		(246,493	)
Refund of Business & Occupancy tax (including interest)		-			394,745			-			394,745
Gain (loss) on litigation settlement		-			-			(150,000	)		354,668

EBITDA		1,524,782			1,367,577			4,667,900			3,318,634


Depreciation and amortization		(253,657	)		(386,145	)		(905,723	)		(1,181,861	)
Interest expense, net		(28,027	)		(21,274	)		(101,009	)		(103,791	)
Income tax expense		(472,379	)		(511,050	)		(1,391,241	)		(918,715	)

Net income		770,719			449,108			2,269,927			1,114,267


ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:

Non-cash compensation expense (stock options)		14,793			54,938			95,564			163,842
Amortization of intangibles		167,093			283,654			660,668			875,632
Deferred income tax benefit		(32,089	)		(167,572	)		(31,096	)		(429,104	)
Depreciation and leasehold amortization		86,564			102,491			245,055			306,230
Loss (gain) on litigation settlement		-			-			150,000			(354,670	)
Change in non-controlling interest of subsidiaries		26,095			24,551			118,927			83,229
Loss on disposal of assets		-			-			11,931			-
Provision for (recovery of) doubtful accounts		14,898			(155,238	)		(137,245	)		(11,630	)

CHANGE IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable		407,344			3,325,168			(1,781,564	)		(1,111,488	)
Employee receivables		(9,118	)		(10,067	)		(5,545	)		43,100
Station and other receivables		24,848			(559,519	)		124,424			(393,945	)
Prepaid expenses and other assets		835,069			(19,964	)		135,350			(100,055	)
Checks issued in excess of funds		-			44,148			-			44,148
Accounts payable & accrued transportation costs		(874,746	)		(2,579,014	)		1,143,693			(195,800	)
Commissions payable		340,723			279,458			186,726			99,513
Other accrued costs		77,130			24,257			223,072			(148,412	)
Other long term liabilities		48,060			23,544			144,179			23,544
Income taxes payable		(121,430	)		276,612			14,671			276,612
Income tax deposit		-			31,518			-			535,074
Due to former Adcom shareholder		-			(20,834	)		-			(20,834	)
Total adjustments		1,005,234			958,131			1,298,810			(315,014	)

Net cash provided by (used) for operating activities	$	1,775,953		$	1,407,239		$	3,568,737		$	(799,253	)

RADIANT LOGISTICS, INC - FORM 10-Q - EX-99.1 - May 16, 2011

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