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10-K - FORM 10-K - RADIANT LOGISTICS, INCv236649_10k.htm
EX-31.2 - EXHIBIT 31.2 - RADIANT LOGISTICS, INCv236649_ex31-2.htm
EX-21.1 - EXHIBIT 21.1 - RADIANT LOGISTICS, INCv236649_ex21-1.htm
EX-31.1 - EXHIBIT 31.1 - RADIANT LOGISTICS, INCv236649_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - RADIANT LOGISTICS, INCv236649_ex32-1.htm
 
Exhibit 99.1
 
    Contact:
Bohn H. Crain
Chief Executive Officer
Radiant Logistics, Inc.
(425) 943-4599

RADIANT LOGISTICS ANNOUNCES RESULTS FOR FOURTH QUARTER AND FISCAL YEAR ENDED JUNE 30, 2011

Posts Record Results with Annual Revenues of $203.8 Million and Adjusted EBITDA of $6.8 Million and increases adjusted EBITDA guidance to
$9.25 Million for fiscal year 2012
 


BELLEVUE, WA   October 7, 2011 – Radiant Logistics, Inc. (OTC BB: RLGT), a domestic and international logistics services company, today reported financial results for the three months and year ended June 30, 2011.
 
For the three months ended June 30, 2011, Radiant reported net income of $582,000 on $70.9 million of revenues, or $0.02 per basic and fully diluted share, including $139,000 in non-recurring transaction and severance costs and $583,000 in non-recurring transition costs associated with the Company’s acquisition of DBA Distribution Services, Inc. (“DBA”).  For the three months ended June 30, 2010, Radiant reported net income of $844,000 on $40.7 million of revenues, or $0.03 per basic and fully diluted share, including a nonrecurring gain of $135,000 on extinguishment of debt.
 
For the year ended June 30, 2011, Radiant reported net income of $2,852,000 on $203.8 million of revenues, or $0.09 per basic and per fully diluted share, including $139,000 in non-recurring transaction and severance costs and $583,000 in non-recurring transition costs associated with the Company’s acquisition of DBA. For the year ended June 30, 2010, Radiant reported net income of $1,959,000 on $146.7 million of revenues, or $0.06 per basic and fully diluted share, including $854,000 in non-recurring gains.
 
In the quarter ended June 30, 2011, the Company incurred $139,000 in non-recurring transaction and severance costs in connection with its acquisition of DBA which are considered as add-backs for purposes of calculating the Company’s adjusted EBITDA.  In addition, during this same period the Company also incurred $583,000 in non-recurring transition costs which are principally personnel costs that  are being eliminated in connection with the winding down of DBA’s historical back-office operations as these functions are being transitioned to the Company’s headquarters in  Bellevue, Washington.
 
 
 

 
 
In June of 2010, the Company recognized a gain of $135,000 related to payments made  to the former shareholder of Adcom in satisfaction of  integration and earn-out obligations payable in Company stock that were ultimately paid in cash at a discount.
 
In March of 2010, the Company recognized a benefit of $364,000 resulting from a refund of overpayments made to the State of Washington in connection with business and occupancy taxes.
 
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 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 and amortization) of $1,902,000 for the three months ended June 30, 2011, which excludes $139,000 of non-recurring transaction & severance costs, compared to adjusted EBITDA of $1,400,000 for the three months ended June 30, 2010, for an increase of $502,000.  A reconciliation of the Company’s adjusted EBITDA to the most directly comparable GAAP measure appears at the end of this release. Excluding the $583,000 in non-recurring transition costs associated with the Company’s acquisition of DBA, the Company would have reported $2,485,000 in adjusted EBITDA for the three months ended June 30, 2011, for an increase of $1,085,000.
 
The Company also reported adjusted EBITDA of $6,823,000 for the year ended June 30, 2011, compared to adjusted EBITDA of $4,246,000 for the year ended June 30, 2010.  A reconciliation of the Company’s adjusted EBITDA to the most directly comparable GAAP measure appears at the end of this release. Excluding the $583,000 in non-recurring transition costs associated with the Company’s acquisition of DBA, the Company would have reported $7,406,000 in adjusted EBITDA for the year ended June 30, 2011, for an increase of $3,160,000.
 
The Company has also provided additional prior period analysis using pro forma results of operations presented as if Radiant had acquired DBA as of July 1, 2009 which is included in the Company’s Form 10-K for the year ended June 30, 2011 and filed October 7, 2011.
 
“We are very pleased with our progress in integrating DBA and the results for the quarter and fiscal year ended June 30, 2011,” said Bohn Crain, Chairman and CEO. “For the quarter ended June 30, 2011, we posted record revenues of $70.9 million, an improvement of $30.2 million or 74.2% over the comparable prior year period.  Net transportation revenues also increased 60.6% to $21.2 million as compared to $13.2 million for the comparable prior year period.  For the quarter ended June 30, 2011, we also reported $1.9 million in adjusted EBITDA, an improvement of $500,000 or 35.7% over the comparable prior year period. Excluding the $583,000 in non-recurring transition costs associated with our acquisition of DBA, we would have reported $2,485,000 in adjusted EBITDA for the three months ended June 30, 2011, for an improvement of $1,085,000 or 77.5%.”
 
 
 

 
 
“For the fiscal year ended June 30, 2011, we also posted record revenues of $203.8 million, an improvement of $57.1 million or 38.9%, compared to $146.7 million in revenues for the year ended June 30, 2010. Net transportation revenues also increased 36.3% to $62.5 million as compared to $45.6 million for the comparable prior year period.  This positive trend also continued in terms of profitability as we reported $6,823,000 in adjusted EBITDA for the year ended June 30, 2011, an improvement of $2,577,000 or 60.7% over the comparable prior year period. Excluding the $583,000 in non-recurring transition costs associated with our acquisition of DBA, we would have reported $7,406,000 in adjusted EBITDA for the year ended June 30, 2011, for an improvement of $3,160,000 or 74.4%.”
 
“The operating leverage available through our non-asset based business model also continues to improve as we scale the business. Excluding the $583,000 in non-recurring transition costs associated with our acquisition of DBA, as a percentage of net revenues, our operating income increased to 9.2% from 5.4%.  We remain focused on these metrics and are very excited about 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.”
 
Mr. Crain continued, “We are also happy to report that the integration of DBA is ahead of schedule and we were able to capture most of the targeted cost savings effective October 1, 2011 rather than our original plan of January 1, 2012.  Accordingly, we are increasing our projections for our fiscal year ending June 30, 2012 from $9.0 million in adjusted EBITDA to $9.25 million in adjusted EBITDA on the previously projected $285.0 million in annual revenues.  This is before considering the impact of any future acquisitions or new agent stations that we may onboard over the balance of the fiscal year.  We believe our long-standing business strategy will continue to deliver positive results and sustain our trend of double digit growth.  From our current platform, we believe profitable growth can be best achieved by continuing to bring value to the agent-based forwarding community and continuing to execute our three-prong strategy of first, providing continuous improvement to our existing network participants in terms of technology, buy rates and enhanced service offerings; second, building upon the success of our organic growth initiative by on-boarding additional agent stations; and third, opportunistically pursuing acquisition opportunities, including strategic opportunities within the community of agent-based forwarders. Through this process we have identified and are in conversations with a select number of potential partners that could complement our existing network.  I look forward to updating you on our progress in the coming months as these opportunities continue to develop.”
 
 
 

 

The Company’s estimate of future revenues and profits is based on the assumption that the cumulative historical financial results of operations of the Company and DBA for the most recent 12 months ended June 30, 2011 are indicative of the future financial performance of the combined group. A reconciliation of adjusted EBITDA to net income, the most directly comparable GAAP measure, appears at the end of this release.
 
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, unusual items 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.  A reconciliation of annual pro forma adjusted EBITDA amounts to net income, the most directly comparable GAAP measure is as follows:
 
Historical Results
 
(Amounts in 000’s)
 
THREE MONTHS ENDED
JUNE 30,
   
FISCAL YEAR ENDED
JUNE 30,
 
   
2011
   
2010
   
2011
   
2010
 
Net income
  $ 582     $ 844     $ 2,852     $ 1,959  
                                 
Interest expense - net
    106       31       207       135  
Income tax expense
    634       175       2,025       1,093  
Depreciation and amortization
    420       416       1,325       1,598  
                                 
EBITDA
    1,742       1,466       6,409       4,785  
Stock-based compensation and other non-cash charges
    21       69       125       315  
Loss (gain) on litigation settlement
    -       -       150       (355 )
Business & Occupancy tax refund
    -       -       -       (364 )
Transaction & severance costs
    139       -       139       -  
Gain on extinguishment of debt
    -       (135 )     -       (135 )
                                 
Adjusted EBITDA (1)
  $ 1,902     $ 1,400     $ 6,823     $ 4,246  

(1)  
Excluding the $583,000 in non-recurring transition costs associated with the Company’s acquisition of DBA, the Company’s adjusted EBITDA for the three months and year ended June 30, 2011 would have been $2,485,000 and $7,406,000, respectively.
 
 
 

 
 
Financial Outlook
 
(Amounts in 000’s)
 
Outlook
Fiscal Year Ended
June 30, 2012
   
Actual
Fiscal Year Ended
June 30, 2011
 
Net income
  $ 3,798     $ 2,852  
 
               
Interest expense - net
    802       207  
Income tax expense
    2,327       2,025  
Depreciation and amortization
    2,048       1,325  
 
               
EBITDA
    8,975       6,409  
                 
Stock-based compensation and other non-cash charges
    150       125  
Transaction & severance costs
    125       139  
Loss on litigation settlement
    -       150  
                 
Adjusted EBITDA (2)
  $ 9,250     $ 6,823  

(2)  
The projected adjusted EBITDA for fiscal year ended June 30, 2012 is burdened by an estimated $750,000 in non-recurring transition costs associated with the Company’s acquisition of DBA anticipated to occur through December 31, 2011.  Excluding these costs, the adjusted EBITDA for the fiscal year ended June 30, 2012 is projected at $10,000,000.
 
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.
 
Investor Conference Call
 
Radiant will host a conference call for shareholders and the investing community on Monday, October 10, 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 379962.
 
 
 

 
 
About Radiant Logistics (OTC BB: 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.
 
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 Airgroup 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; maintain the future operations of Adcom and DBA in a manner consistent with its past practices,  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, 2011 other filings with the Securities and Exchange Commission and other public documents and press releases which can be found on our web-site (www.radiant-logistics.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
 
   
June 30,
2011
     
June 30,
2010
 
ASSETS 
             
Current assets -
             
Cash and cash equivalents
$
434,185
   
$
682,108
 
Accounts receivable, net of allowance
             
of $1,592,235 and $626,401 respectively
 
41,577,053
     
21,442,023
 
Current portion of employee loan receivable
 
21,401
     
13,100
 
Current portion of station and other receivables
 
141,372
     
195,289
 
Prepaid expenses and other current assets
 
1,761,273
     
1,104,211
 
Deferred tax asset
 
1,142,077
     
402,428
 
Total current assets
 
45,077,361
     
23,839,159
 
               
Furniture and equipment, net
 
1,428,063
     
881,416
 
               
Acquired intangibles, net
 
2,879,846
     
2,019,757
 
Goodwill
 
6,650,008
     
982,788
 
Employee loan receivable, net of current portion
 
64,494
     
38,000
 
Station and other receivables, net of current portion
 
116,965
     
151,160
 
Investment in real estate
 
40,000
     
40,000
 
Deposits and other assets
 
363,815
     
153,116
 
Deferred tax asset – long term
 
-
     
106,023
 
Total long term assets
 
10,115,128
     
3,490,844
 
Total assets
$
56,620,552
   
$
28,211,419
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Current liabilities -
             
Accounts payable and accrued transportation costs
$
27,872,185
   
$
16,004,814
 
Commissions payable
 
3,570,858
     
2,119,503
 
Other accrued costs
 
1,992,694
     
538,854
 
Income taxes payable
 
333,999
     
76,309
 
Due to former shareholder of subsidiaries
 
2,657,781
     
603,205
 
Current portion of notes payable to former shareholders of DBA
 
800,000
     
-
 
Other current liabilities
 
135,927
     
-
 
Total current liabilities
 
37,363,444
     
19,342,685
 
               
Other long-term debt  
10,269,268
     
7,641,021
 
Notes payable to former shareholders of DBA, net of current portion
 
1,600,000
     
-
 
Deferred rent liability
 
631,630
     
439,905
 
Deferred tax liability
 
485,907
     
-
 
Other long-term liabilities
 
120,571
     
-
 
Total long term liabilities
 
13,107,376
     
8,080,926
 
Total liabilities
 
50,470,820
     
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:  June 30, 2011 – 31,676,438; June 30, 2010 – 31,273,461
 
18,051
     
16,157
 
Additional paid-in capital
 
11,060,701
     
8,108,239
 
Treasury stock, at cost, 4,919,239 and 3,428,499 shares, respectively
 
(1,407,455
)
   
(936,190
)
Retained deficit
 
(3,615,322
)
   
(6,466,946
)
Total Radiant Logistics, Inc. stockholders’ equity
 
6,055,975
     
721,260
 
         Non-controlling interest
 
93,757
     
66,548
 
Total stockholders’ equity
 
6,149,732
     
787,808
 
Total liabilities and stockholders’ equity
$
56,620,552
   
$
28,211,419
 
 
 
 

 
 
RADIANT LOGISTICS, INC.
Consolidated Statements of Income (Operations)

   
THREE MONTHS ENDED
   
YEAR ENDED
 
   
JUNE 30,
   
JUNE 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Revenue
  $ 70,932,008     $ 40,707,751     $ 203,820,175     $ 146,715,556  
Cost of transportation
    49,753,382       27,472,232       141,315,637       101,085,752  
Net revenues
    21,178,626       13,235,519       62,504,538       45,629,804  
                                 
                                 
Agent commissions
    13,822,896       8,978,132       42,352,576       31,376,580  
Personnel costs
    3,038,507       1,480,015       7,733,701       5,882,251  
Selling, general and administrative expenses
    2,032,232       1,494,613       5,335,354       4,295,188  
Transition costs associated with DBA acquisition
    582,762       -       582,762       -  
Depreciation and amortization
    419,566       416,333       1,325,289       1,598,195  
Total operating expenses
    19,895,963       12,369,093       57,329,682       43,152,214  
                                 
Income from operations
    1,282,663       866,426       5,174,856       2,477,590  
                                 
                                 
Other income (expense):
                               
Interest income
    5,563       5,778       21,607       44,181  
Interest expense
    (111,696 )     (36,642 )     (228,749 )     (178,837 )
Gain on extinguishment of debt
    -       135,012       -       135,012  
Gain (loss) on litigation settlement
    -       -       (150,000 )     354,670  
Other
    79,700       84,554       218,611       338,724  
Total other income (expense)
    (26,433 )     188,702       (138,531 )     693,750  
                                 
Income before income tax expense
    1,256,230       1,055,128       5,036,325       3,171,340  
                                 
                                 
Income tax expense
    (634,251 )     (175,438 )     (2,025,492 )     (1,094,154 )
                                 
Net income
    621,979       879,690       3,010,833       2,077,186  
                                 
                                 
Less: Net income attributable to non-controlling interest
    (40,282 )     (35,412 )     (159,209 )     (118,641 )
                                 
Net income attributable to Radiant Logistics, Inc.
  $ 581,697     $ 844,278     $ 2,851,624     $ 1,958,545  
                                 
Net income per common share – basic
  $ 0.02     $ 0.03     $ 0.09     $ 0.06  
Net income per common share – diluted
  $ 0.02     $ 0.03     $ 0.09     $ 0.06  
                                 
Weighted average shares outstanding:
                               
Basic shares
    30,591,353       31,887,727       30,424,020       32,548,492  
Diluted shares
    33,457,088       32,062,153       32,021,404       32,720,019  
 
 
 

 
 
 
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
   
YEAR ENDED
 
   
JUNE 30,
   
JUNE 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Adjusted EBITDA
  $ 1,901,922     $ 1,400,102     $ 6,823,787     $ 4,246,124  
Transaction and severance costs
    (138,980 )     -       (138,980 )     -  
Stock-based compensation and other non-cash charges
    (21,295 )     (68,201 )     (125,260 )     (314,696 )
Refund of Business & Occupancy tax (including interest)
    -       -       -       364,440  
Gain (loss) on litigation settlement
    -       -       (150,000 )     354,670  
Gain on extinguishment of debt
    -       135,012       -       135,012  
                                 
EBITDA
    1,741,647       1,466,913       6,409,547       4,785,550  
                                 
Depreciation and amortization
    (419,566 )     (416,333 )     (1,325,289 )     (1,598,195 )
Interest expense, net
    (106,133 )     (30,864 )     (207,142 )     (134,656 )
Income tax expense
    (634,251 )     (175,438 )     (2,025,492 )     (1,094,154 )
Net income
    581,697       844,278       2,851,624       1,958,545  
                                 
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
                               
Non-cash compensation expense (stock options)
    19,782       54,939       115,346       218,781  
Amortization of intangibles
    280,805       283,654       941,473       1,159,286  
Deferred income tax benefit
    (77,551 )     (4,021 )     (108,647 )     (433,125 )
Amortization of bank fees
    -       3,486       -       40,748  
Depreciation and leasehold amortization
    138,761       132,679       383,816       438,909  
Gain on early extinguishment of debt
    -       (135,012 )     -       (135,012 )
Loss (gain) on litigation settlement
    -       -       150,000       (354,670 )
Change in non-controlling interest of subsidiaries
    40,282       35,412       159,209       118,641  
Loss on disposal of fixed assets
    -       -       11,931       -  
Provision for (recovery of) doubtful accounts
    49,576       (43,358 )     (87,669 )     (54,988 )
                                 
CHANGE IN OPERATING ASSETS AND LIABILITIES:
                               
Accounts receivable
    (3,590,717 )     (2,926,971 )     (5,372,281 )     (4,038,459 )
Employee loan receivables
    (29,250 )     (131,260 )     (34,795 )     42,600  
Income tax deposit
    32,022       -       32,022       535,074  
Station and other receivables
    10,983       749,076       135,407       224,371  
Prepaid expenses, deposits and other assets
    (426,598 )     (599,388 )     (291,248 )     (736,705 )
Checks issued in excess of funds
    -       (44,148 )     -       -  
Accounts payable & accrued transportation costs
    1,337,327       2,946,711       2,481,020       2,750,911  
Commissions payable
    1,046,740       696,986       1,233,466       796,499  
Other accrued costs
    (239,301 )     (64,424 )     (16,229 )     (212,836 )
Deferred rent liability
    28,993       439,605       173,172       439,905  
Other liabilities
    (89,712 )     (23,244 )     (89,712 )     -  
Income taxes payable
    249,178       (200,303 )     263,849       76,309  
Due to former shareholders of subsidiaries
    -       -       -       (20,834 )
Total adjustments
    (1,218,680 )     1,170,419       80,130       855,405  
 
                               
Net cash provided by (used) for operating  activities
  $ (636,983 )   $ 2,014,697     $ 2,931,754     $ 2,813,950