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8-K - 8-K - RADIANT LOGISTICS, INCrlgt-8k_20150928.htm

Exhibit 99.1

 

RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE FOURTH fiscal quarter And Year ENDED JUNE 30, 2015

 

Posts quarterly results with revenues of $196.2 Million - Up $94.0 Million and 91.9%;

Net revenues increased 53.7% to $42.7 Million

Adjusted EBITDA increased 46.8% to $6.5 Million

BELLEVUE, WA September 28, 2015 – Radiant Logistics, Inc. (NYSE MKT: RLGT), a third party logistics and multi-modal transportation services company, today reported financial results for the three and twelve months ended June 30, 2015.

Fourth Quarter Financial Highlights (Quarter Ended June 30, 2015)

 

·

Revenues increased to $196.2 million, up $94.0 million and 91.9% compared to revenues of $102.3 million for the comparable prior year period.

 

·

Net revenues increased to $42.7 million, up $14.9 million and 53.7% compared to net revenues of $27.8 million for the comparable prior year period.

 

·

Net income attributable to common shareholders was $1.7 million (including $0.7 million in acquisition costs related to Wheels and other transactions), or $0.04 per basic and fully diluted share, for the fourth fiscal quarter of 2015, compared to net income of $1.6 million, or $0.05 per basic and $0.04 per fully diluted share, for the comparable prior year period.

 

·

Adjusted net income attributable to common shareholders was $2.1 million, or $0.05 per basic and fully diluted share, for the fourth fiscal quarter of 2015, compared to adjusted net income attributable to common shareholders of $2.2 million, or $0.06 per basic and fully diluted share, for the comparable prior year period. Both periods are calculated by applying a normalized tax rate of 36% and excluding other items not considered part of regular operating activities.

 

·

Adjusted EBITDA increased 46.8% to $6.5 million for the fourth fiscal quarter of 2015, compared to adjusted EBITDA of $4.5 million in the comparable prior year period.

Network Expansion – Acquisitions

In April 2015, the Company completed its acquisition of Wheels Group, Inc. (“Wheels”), one of the largest non-asset based third party logistics providers based in Canada for approximately $26.9 million in cash and 6.9 million shares of Radiant’s common stock. Through its intermodal and truck brokerage operations in the United States and Canada, Wheels brings significant geographic and service line expansion to complement the Company’s freight forwarding operations. The transaction is expected to enhance customer relationships and facilitate cross-selling opportunities across the combined Radiant-Wheels Network.

In June 2015, the Company acquired Service By Air, Inc. (“SBA”), a domestic and international freight forwarding operation servicing a diversified account base including manufacturers, distributors and retailers through a combination of company-owned operating locations in Lawrence, New York (JFK), Carson, California (LAX) and San Francisco, California (SFO) and forty independent agency locations across North America. Based on historic financial statements provided by its management, SBA generated approximately $130.7 million in revenues for the twelve months ended August 31, 2014. The base purchase price was approximately $12.25 million, consisting of $11.4 million paid in cash at closing, and $0.85 million payable net of working capital and other holdbacks.

Concurrent with the acquisition of SBA, the Company also acquired Highways and Skyways, Inc. (“Highways”), a privately-held company based near Cincinnati, Ohio. Highways services a full range of domestic and international transportation and logistics services to manufacturing, apparel, paper products, medical devices, consumer products and technology industries. Highways was founded in 1987 and from inception through the date of acquisition, Highways operated as an independent agency for SBA. Based on management generated internal historical financial statements, Highways generated approximately $11.5 million in revenue for the twelve months ended December 31, 2014. $7.5 million of which was reported as SBA revenue and $4.5 million of which was reported as Highways revenue.


Growth Capital

In July 2015, the Company closed a public offering of 6,133,334 shares; including the full exercise of the underwriters’ overallotment option, at a price of $6.75 per share. Proceeds from the offering totaled $38.4 million after deducting the underwriting discount and offering costs of approximately $3.0 million. The proceeds were used to repay amounts outstanding under the Company’s senior credit facility and positions the Company for future growth.

CEO Comments

“We are very pleased to report record results for the quarter ended June 30, 2015 and our continuing trend of double-digit earnings growth,” said Bohn Crain, Founder and CEO. “We posted revenues of $196.2 million, up $94.0 million and 91.9%; net revenues of $42.7 million, up $14.9 million and 53.7%; and adjusted EBITDA of $6.5 million, up 2.1 million and 46.8% over the comparable prior year period. We were also very productive on the acquisition front this quarter with our acquisition of Wheels, Service by Air and Highways and Skyways. As a reminder, these quarterly results include only 22 days of contribution from our acquisition of SBA and only 1 month’s contribution from Highways and Skyways. On a combined basis we expect these two acquisitions to contribute approximately $4.5 million in incremental run-rate EBITDA (including the benefit of an estimated $1.0 million in cost synergies in connection with the wind-down of SBA’s legacy back-office operations). In addition, these results exclude any benefit from an estimated $1.0 million in annual cost synergies we anticipate in connection with the Wheels facilities consolidation in Toronto which we completed in July.”

“We also continue to make good progress on the integration front: (1) in Toronto, we completed our facilities consolidation combining three separate Wheels operations under one roof, (2) in New York, we are combining our company owned SBA and Radiant operations, (3) in Los Angeles, we are combining our company owned Wheels, SBA and Radiant operations and (4) in Cincinnati, we are combining our company owned Wheels and Highways and Skyways operations. Each integration represents an opportunity for us to unlock both revenue and cost synergies across the network as we combine the strengths of each respective group. In addition, as we continue to grow and scale the business we are creating density in our trade lanes which creates opportunities for us to leverage the On Time network to more efficiently source and manage our transportation capacity.”

Crain continued: “We expect to grow our business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. Our organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of our new truck brokerage and intermodal service offerings, while continuing our efforts on the organic build-out of our network of strategic operating partner locations. With the benefit of our recent equity raise, we also believe we are very well positioned to continue our disciplined approach of acquiring non-asset based businesses. We have very low leverage on our balance sheet at this point and continue to search for acquisition candidates that bring critical mass from a geographic standpoint, purchasing power and/or complementary service offerings to the current platform. This is the same multi-pronged growth strategy that has consistently delivered profitable growth over the past 10 years and we remain very bullish on the growth platform that we have created at Radiant and the prospects for our scalable non-asset based business model moving forward.”

“Our updated guidance for our fiscal year ending June 30, 2016 remains in line with our prior projections. Excluding the impact of additional acquisitions under consideration, gain on litigation, or other extraordinary or non-recurring items, we are projecting adjusted EBITDA in the range of $30.0 - 34.0 million on approximately $900.0 - $950.0 million in revenues, and $195 million to $205 million in net revenues. This equates to adjusted net income available to common shareholders in the range of $12.0 - $14.7 million, or $0.24 - $0.30 per basic and $0.24 - $0.29 per fully diluted share.

Fourth quarter ended June 30, 2015 – Financial Results

For the three months ended June 30, 2015, Radiant reported net income attributable to common shareholders of $1,667,000 on $196.2 million of revenues, or $0.04 per basic and fully diluted share. For the three months ended June 30, 2014, Radiant reported net income attributable to common shareholders of $1,604,000 on $102.3 million of revenues, or $0.05 per basic and $0.04 per fully diluted share.

For the three months ended June 30, 2015, Radiant reported adjusted net income attributable to common shareholders of $2,115,000, or $0.05 per basic and fully diluted share. For the three months ended June 30, 2014, Radiant reported adjusted net income attributable to common shareholders of $2,198,000, or $0.06 per basic and fully diluted share.

The Company also reported adjusted EBITDA of $6,545,000 for the three months ended June 30, 2015, compared to adjusted EBITDA of $4,460,000 for the three months ended June 30, 2014.

A reconciliation of the Company’s adjusted net income and adjusted EBITDA to the most directly comparable GAAP measure for the three months ending June 30, 2015 and 2014 appears at the end of this release.

2


Year ended June 30, 2015 – Financial Results

For the year ended June 30, 2015, Radiant reported net income attributable to common shareholders of $3,829,000 on $502.6 million of revenues, or $0.11 per basic and $0.10 per fully diluted share. For the year ended June 30, 2014, Radiant reported net income attributable to common shareholders of $4,027,000 on $349.1 million of revenues, or $0.12 per basic and $0.11 per fully diluted share.

For the year ended June 30, 2015, Radiant reported adjusted net income attributable to common shareholders of $6,825,000, or $0.19 per basic and $0.18 per fully diluted share. For the year ended June 30, 2014, Radiant reported adjusted net income attributable to common shareholders of $7,298,000, or $0.22 per basic and $0.21 per fully diluted share.

The Company also reported adjusted EBITDA of $17,268,000 for the year ended June 30, 2015, compared to adjusted EBITDA of $14,777,000 for the year ended June 30, 2014.

A reconciliation of the Company’s adjusted net income and adjusted EBITDA to the most directly comparable GAAP measure for the years ended June 30, 2015 and 2014 appears at the end of this release.

Investor Conference Call

Radiant will host a conference call for shareholders and the investing community on Monday, September 28, 2015 at 4:00 pm, ET to discuss the contents of this 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 conference ID number 13620540. This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com.

About Radiant Logistics (NYSE MKT: RLGT)

Radiant Logistics, Inc. (www.radiantdelivers.com) is a comprehensive North American provider of third party logistics and multimodal transportation services. As a non-asset provider, with minimal investment in equipment, the company delivers advanced supply chain solutions through a network of company-owned and strategic operating partner locations across North America under the Radiant®, Wheels™, On-Time™, Airgroup®, Adcom®, Distribution by Air™ and Service by Air network brands. Through its comprehensive service offering, the company provides domestic and international freight forwarding services, truck and rail brokerage services and other value-added supply chain management services, including customs brokerage, order fulfillment, inventory management and warehousing to a diversified account base including manufacturers, distributors and retailers using a network of independent carriers and international agents positioned strategically around the world.

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to: trends in the domestic and global economy; our ability to attract new and retain existing agency relationships; acquisitions and integration of acquired entities; availability of capital to support our acquisition strategy; our ability to maintain and improve back office infrastructure and transportation and accounting information systems in a manner sufficient to service our revenues and network of operating locations; the ability of the Wheels operation to maintain and grow its revenues and operating margins in a manner consistent with its most recent operating results and trends; our ability to maintain positive relationships with Wheels' third-party transportation providers, suppliers and customers; outcomes of legal proceedings; competition; management of growth; potential fluctuations in operating results; and government regulation. More information about factors that potentially could affect our financial results is included Radiant Logistics, Inc.'s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings.

# # #

 

3


 

RADIANT LOGISTICS, INC.

Consolidated Balance Sheets

 

 

 

June 30,

 

 

 

2015

 

 

2014

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,268,144

 

 

$

2,880,205

 

Accounts receivable, net of allowance of $1,551,202 and $1,034,934, respectively

 

 

127,348,546

 

 

 

65,066,555

 

Current portion of employee and other receivables

 

 

110,728

 

 

 

232,791

 

Income tax deposit

 

 

4,102,191

 

 

 

 

Prepaid expenses and other current assets

 

 

5,671,872

 

 

 

2,926,431

 

Deferred tax asset

 

 

1,977,433

 

 

 

925,208

 

Total current assets

 

 

146,478,914

 

 

 

72,031,190

 

 

 

 

 

 

 

 

 

 

Furniture and equipment, net

 

 

13,175,890

 

 

 

1,265,107

 

 

 

 

 

 

 

 

 

 

Acquired intangibles, net

 

 

82,954,682

 

 

 

15,041,988

 

Goodwill

 

 

63,089,222

 

 

 

28,247,003

 

Employee and other receivables, net of current portion

 

 

5,000

 

 

 

22,070

 

Deposits and other assets

 

 

3,002,492

 

 

 

617,093

 

Total long-term assets

 

 

149,051,396

 

 

 

43,928,154

 

Total assets

 

$

308,706,200

 

 

$

117,224,451

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued transportation costs

 

$

92,735,266

 

 

$

45,510,140

 

Commissions payable

 

 

9,449,047

 

 

 

5,569,671

 

Other accrued costs

 

 

7,022,242

 

 

 

2,517,415

 

Income taxes payable

 

 

 

 

 

436,328

 

Due to former shareholders of acquired operations

 

 

683,593

 

 

 

 

Current portion of notes payable

 

 

543,086

 

 

 

 

Current portion of contingent consideration

 

 

1,872,000

 

 

 

1,541,000

 

Current portion of transition and lease termination liability

 

 

282,849

 

 

 

319,826

 

Other current liabilities

 

 

297,727

 

 

 

 

Total current liabilities

 

 

112,885,810

 

 

 

55,894,380

 

 

 

 

 

 

 

 

 

 

Notes payable, net of current portion

 

 

85,892,515

 

 

 

7,243,371

 

Contingent consideration, net of current portion

 

 

5,741,000

 

 

 

9,626,000

 

Transition and lease termination liability, net of current portion

 

 

923

 

 

 

198,502

 

Deferred rent liability

 

 

1,143,749

 

 

 

560,248

 

Deferred tax liability

 

 

17,544,417

 

 

 

2,774,506

 

Other long-term liabilities

 

 

1,004,812

 

 

 

2,610

 

Total long-term liabilities

 

 

111,327,416

 

 

 

20,405,237

 

Total liabilities

 

 

224,213,226

 

 

 

76,299,617

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized; 839,200 shares issued and

   outstanding, liquidation preference of $20,980,000

 

 

839

 

 

 

839

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 42,563,224 and 34,326,308

   shares issued and outstanding, respectively

 

 

24,018

 

 

 

15,781

 

Additional paid-in capital

 

 

74,658,960

 

 

 

34,558,785

 

Deferred compensation

 

 

(4,166

)

 

 

(9,209

)

Retained earnings

 

 

10,146,282

 

 

 

6,317,473

 

Accumulated other comprehensive loss

 

 

(394,547

)

 

 

 

Total Radiant Logistics, Inc. stockholders’ equity

 

 

84,431,386

 

 

 

40,883,669

 

Non-controlling interest

 

 

61,588

 

 

 

41,165

 

Total stockholders’ equity

 

 

84,492,974

 

 

 

40,924,834

 

Total liabilities and stockholders’ equity

 

$

308,706,200

 

 

$

117,224,451

 

 

 


4


 

RADIANT LOGISTICS, INC.

Consolidated Statements of Operations and Comprehensive Income

 

 

 

Three Months Ended June 30,

 

 

Year Ended June 30,

 

 

 

 

2015

 

 

 

2014

 

 

 

2015

 

 

 

2014

 

Revenues

 

$

196,233,799

 

 

$

102,254,964

 

 

$

502,664,981

 

 

$

349,133,058

 

Cost of transportation

 

 

153,532,648

 

 

 

74,478,185

 

 

 

378,942,137

 

 

 

249,897,847

 

Net revenues

 

 

42,701,151

 

 

 

27,776,779

 

 

 

123,722,844

 

 

 

99,235,211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating partner commissions

 

 

17,537,350

 

 

 

14,246,080

 

 

 

60,355,824

 

 

 

53,654,531

 

Personnel costs

 

 

13,467,269

 

 

 

6,552,772

 

 

 

34,225,627

 

 

 

21,836,922

 

Selling, general and administrative expenses

 

 

6,274,735

 

 

 

3,079,025

 

 

 

15,384,020

 

 

 

10,728,131

 

Depreciation and amortization

 

 

2,700,292

 

 

 

1,227,778

 

 

 

6,358,847

 

 

 

4,532,135

 

Transition and lease termination costs

 

 

374,455

 

 

 

 

 

 

769,541

 

 

 

 

Change in contingent consideration

 

 

(2,772,210

)

 

 

(683,000

)

 

 

(3,921,222

)

 

 

(2,040,567

)

Total operating expenses

 

 

37,581,891

 

 

 

24,422,655

 

 

 

113,172,637

 

 

 

88,711,152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

5,119,260

 

 

 

3,354,124

 

 

 

10,550,207

 

 

 

10,524,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

14,714

 

 

 

1,498

 

 

 

16,701

 

 

 

8,091

 

Interest expense

 

 

(1,544,339

)

 

 

(88,960

)

 

 

(1,873,140

)

 

 

(1,194,303

)

Loss on write-off of debt discount

 

 

 

 

 

 

 

 

 

 

 

(1,238,409

)

Foreign exchange loss

 

 

(786,671

)

 

 

35,473

 

 

 

(738,858

)

 

 

(27,563

)

Other

 

 

(67,663

)

 

 

19,681

 

 

 

16,429

 

 

 

191,945

 

Total other expense

 

 

(2,383,959

)

 

 

(32,308

)

 

 

(2,578,868

)

 

 

(2,260,239

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

 

2,735,301

 

 

 

3,321,816

 

 

 

7,971,339

 

 

 

8,263,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(538,693

)

 

 

(1,192,606

)

 

 

(2,016,557

)

 

 

(3,081,865

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

2,196,608

 

 

 

2,129,210

 

 

 

5,954,782

 

 

 

5,181,955

 

Less: Net income attributable to non-controlling interest

 

 

(17,777

)

 

 

(14,321

)

 

 

(80,423

)

 

 

(63,642

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

 

 

2,178,831

 

 

 

2,114,889

 

 

 

5,874,359

 

 

 

5,118,313

 

Less: Preferred stock dividends

 

 

(511,387

)

 

 

(511,388

)

 

 

(2,045,550

)

 

 

(1,091,275

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

1,667,444

 

 

$

1,603,501

 

 

$

3,828,809

 

 

$

4,027,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation loss

 

 

(394,547

)

 

 

 

 

 

(394,547

)

 

 

 

Comprehensive income

 

$

1,272,897

 

 

$

1,603,501

 

 

$

3,434,262

 

 

$

4,027,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

 

$

0.05

 

 

$

0.11

 

 

$

0.12

 

Diluted

 

$

0.04

 

 

$

0.04

 

 

$

0.10

 

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic shares

 

 

42,075,439

 

 

 

34,209,601

 

 

 

36,446,778

 

 

 

33,716,367

 

Diluted shares

 

 

43,621,917

 

 

 

35,755,520

 

 

 

38,021,511

 

 

 

35,458,401

 

 


5


RADIANT LOGISTICS, INC.

Reconciliation of Net Income to Adjusted Net Income, EBITDA, Adjusted EBITDA, and Reconciliation of Net

Income per share to Adjusted Net Income per share

(unaudited)

As used in this report, Adjusted Net Income and Adjusted Net Income per Share, EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Adjusted Net Income and Adjusted Net Income per Share, EBITDA and Adjusted EBITDA 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 36% tax rate for calculating the provision for income taxes before preferred dividend requirement 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 and Adjusted Net Income per Share, the Company adjusts for significant items that are not part of regular operating activities. These adjustments include acquisition costs, transition, severance and lease termination costs, non-recurring litigation expenses as well as depreciation and amortization and certain other non-cash charges.

Adjusted EBITDA means earnings before preferred stock dividends, interest, income taxes, depreciation and amortization, which is then further adjusted for changes in contingent consideration, expenses specifically attributable to acquisitions, severance and lease termination costs, extraordinary items, share based compensation expense, non-recurring litigation expenses 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 and other non-recurring charges. 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. Adjusted Net Income and Adjusted Net income per Share, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for any of the consolidated statements of operations prepared in accordance with GAAP, or as an indication of Radiant’s operating performance or liquidity.

 

6


 

 

Three Months Ended June 30,

 

 

Year Ended June 30,

 

 

 

 

2015

 

 

 

2014

 

 

 

2015

 

 

 

2014

 

Net income attributable to common stockholders

 

$

1,667,444

 

 

$

1,603,501

 

 

$

3,828,809

 

 

$

4,027,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

 

$

0.05

 

 

$

0.11

 

 

$

0.12

 

Diluted

 

$

0.04

 

 

$

0.04

 

 

$

0.10

 

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic shares

 

 

42,075,439

 

 

 

34,209,601

 

 

 

36,446,778

 

 

 

33,716,367

 

Diluted shares

 

 

43,621,917

 

 

 

35,755,520

 

 

 

38,021,511

 

 

 

35,458,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of net income to adjusted net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

1,667,444

 

 

$

1,603,501

 

 

$

3,828,809

 

 

$

4,027,038

 

Adjustments to net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

538,693

 

 

 

1,192,606

 

 

 

2,016,557

 

 

 

3,081,865

 

Depreciation and amortization

 

 

2,700,292

 

 

 

1,227,778

 

 

 

6,358,847

 

 

 

4,532,135

 

Change in contingent consideration

 

 

(2,772,210

)

 

 

(683,000

)

 

 

(3,921,222

)

 

 

(2,040,567

)

Transition and lease termination costs

 

 

216,097

 

 

 

 

 

 

611,183

 

 

 

 

Acquisition related costs

 

 

745,550

 

 

 

45,136

 

 

 

2,016,944

 

 

 

352,805

 

Non-recurring legal costs

 

 

239,046

 

 

 

321,465

 

 

 

600,938

 

 

 

614,614

 

Amortization of loan fees and OID

 

 

99,125

 

 

 

15,296

 

 

 

145,010

 

 

 

211,279

 

Severance and transition costs associated with acquisitions

 

 

158,358

 

 

 

 

 

 

158,358

 

 

 

 

Loss on write-off of debt discount

 

 

 

 

 

 

 

 

 

 

 

1,238,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income before income taxes

 

 

3,592,395

 

 

 

3,722,782

 

 

 

11,815,424

 

 

 

12,017,578

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes at 36% before preferred

     dividend requirement

 

 

(1,477,362

)

 

 

(1,524,301

)

 

 

(4,989,951

)

 

 

(4,719,187

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

 

$

2,115,033

 

 

$

2,198,481

 

 

$

6,825,473

 

 

$

7,298,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

 

$

0.06

 

 

$

0.19

 

 

$

0.22

 

Diluted

 

$

0.05

 

 

$

0.06

 

 

$

0.18

 

 

$

0.21

 

 


7


 

 

 

Three Months Ended June 30,

 

 

Year Ended June 30,

 

Reconciliation of net income to adjusted EBITDA

 

 

2015

 

 

 

2014

 

 

 

2015

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

1,667,444

 

 

$

1,603,501

 

 

$

3,828,809

 

 

$

4,027,038

 

Preferred stock dividends

 

 

511,387

 

 

 

511,388

 

 

 

2,045,550

 

 

 

1,091,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

 

 

2,178,831

 

 

 

2,114,889

 

 

 

5,874,359

 

 

 

5,118,313

 

Income tax expense

 

 

538,693

 

 

 

1,192,606

 

 

 

2,016,557

 

 

 

3,081,865

 

Depreciation and amortization

 

 

2,700,292

 

 

 

1,227,778

 

 

 

6,358,847

 

 

 

4,532,135

 

Net interest expense

 

 

1,529,625

 

 

 

87,462

 

 

 

1,856,439

 

 

 

1,186,212

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

6,947,441

 

 

 

4,622,735

 

 

 

16,106,202

 

 

 

13,918,525

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

382,588

 

 

 

189,170

 

 

 

1,115,360

 

 

 

666,098

 

Change in contingent consideration

 

 

(2,772,210

)

 

 

(683,000

)

 

 

(3,921,222

)

 

 

(2,040,567

)

Acquisition related costs

 

 

745,550

 

 

 

45,136

 

 

 

2,016,944

 

 

 

352,805

 

Non-recurring legal costs

 

 

239,046

 

 

 

321,465

 

 

 

600,938

 

 

 

614,614

 

Transition and lease termination costs

 

 

216,097

 

 

 

 

 

 

611,183

 

 

 

 

Loss on write-off of debt discount

 

 

 

 

 

 

 

 

 

 

 

1,238,409

 

Foreign exchange loss

 

 

786,671

 

 

 

(35,473

)

 

 

738,858

 

 

 

27,563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

6,545,183

 

 

$

4,460,033

 

 

$

17,268,263

 

 

$

14,777,447

 

As a % of Net Revenues

 

 

15.3

%

 

 

16.1

%

 

 

14.0

%

 

 

14.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


8


Reconciliation of Non-GAAP Financial Measures to Preliminary Guidance

This press release contains certain non-GAAP financial measures as defined under the Securities Exchange Commission (“SEC”) rules such as adjusted net income, adjusted net income per share and earnings before interest, taxes, depreciation and amortization (“EBITDA”). We believe that supplemental disclosure of these amounts are important metrics used by management to evaluate and understand the performance of the ongoing operations of Radiant’s business that eliminates depreciation, amortization and certain other non-cash costs and other significant items that are not part of regular operating activities. This supplemental financial information is presented for informational purposes only and is not a substitute for the financial information presented in accordance with accounting principles generally accepted in the United States. A reconciliation of adjusted net income, adjusted net income per share and adjusted EBITDA for the Company’s preliminary guidance for its pro forma fiscal year ending June 30, 2016 is as follows:

(in thousands, except for earnings per share)

 

 

 

Outlook
Fiscal Year Ending
June 30, 2016

 

Net income attributable to Radiant Logistics, Inc.

 

$

3,019 – $5,669

 

Less: Preferred Dividend Requirement

 

$

(2,046)  

 

Net income attributable to common stockholders

 

$

973 – $3,623

 

 

Net income per common share:

 

 

 

 

Basic and Diluted

 

$

0.02 – 0.07

 

Weighted average shares outstanding:

 

 

 

 

Basic shares

 

 

49,000,000

 

Diluted shares

 

 

50,500,000

 

 

 

 

 

 

Reconciliation of net income to adjusted net income:

 

 

 

 

Net income attributable to common stockholders

 

$

973 – $3,623

 

 

Adjustments to net income:

 

 

 

 

Income tax expense

 

$

1,766 - $3,256

 

Depreciation and amortization

 

$

13,916

 

Lease Termination Costs

 

 

3,000

 

Change in contingent consideration

 

$

250

 

Adjusted net income before taxes

 

$

19,905 - $24,045

 

Less: Provision for income taxes at blended 36% before preferred dividend requirement of $2,046

 

$

(7,902) – (9,393)

 

 

Adjusted net income

 

$

12,003 - $14,652

 

 

Adjusted net income per common share:

 

 

 

 

Basic

 

$

0.24 – 0.30

 

Diluted

 

$

0.24 – 0.29

 

 

9


Reconciliation of net income to adjusted EBITDA:

 

Outlook
Fiscal Year Ending
June 30, 2016

 

Net income attributable to Radiant Logistics, Inc.

 

$

3,019 – $5,669

 

Less: Preferred dividends

 

$

(2,046)

 

Net income attributable to common stockholders

 

$

973 – $3,623

 

 

Adjustments to net income:

 

 

 

 

Preferred dividend

 

$

2,046

 

Interest expense - net

 

$

6,799-$6,659

 

Income tax expense

 

$

1,766 – $3,256

 

Lease Termination Costs

 

$

3,000

 

Depreciation and amortization

 

$

13,916

 

 

EBITDA

 

$

28,500 -$32,500

 

 

Share-based compensation

 

$

1,250

 

Change in contingent consideration

 

$

250

 

 

Adjusted EBITDA

 

$

30,000 - $34,000

 

 

 

This supplemental financial information is presented for informational purposes only and is not a substitute for the financial information presented in accordance with accounting principles generally accepted in the United States.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10