RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE FIRST FISCAL QUARTER ENDED SEPTEMBER 30, 2022, AND SECOND FISCAL QUARTER ENDED DECEMBER 31, 2022

Brings Its Filings Current with the SEC;  

Continues Trend with Strong Results through the Six Months Ended December 31, 2022

RENTON, Wash., March 27, 2023 /PRNewswire/ — Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, announced today the filing of its quarterly reports on Form 10-Q for the quarters ended September 30, 2022 and December 31, 2022. With the filing of these two quarterly reports the Company is now current in its filings with the Securities and Exchange Commission (“SEC”).

Financial Highlights – Three Months Ended September 30, 2022

  • Revenues increased to a record $331.0 million for the first fiscal quarter ended September 30, 2022, up $31.6 million or 10.6%, compared to revenues of $299.4 million for the comparable prior year period.
  • Gross profit increased to a record $74.7 million for the first fiscal quarter ended September 30, 2022, up $13.0 million or 21.1%, compared to gross profit of $61.7 million for the comparable prior year period.
  • Adjusted gross profit, a non-GAAP financial measure, increased to a record $76.5 million for the first fiscal quarter ended September 30, 2022, up $11.8 million or 18.2%, compared to adjusted gross profit of $64.7 million for the comparable prior year period.
  • Net income attributable to Radiant Logistics, Inc. increased to a record $8.4 million, or $0.17 per basic and fully diluted share up $0.8 million or 10.5% compared to $7.6 million, or $0.15 per basic and fully diluted share for the comparable prior year period.
  • Adjusted net income, a non-GAAP financial measure, increased to a record $13.4 million, or $0.27 per basic and fully diluted share for the first fiscal quarter ended September 30, 2022, up $2.3 million or 20.7%, compared to adjusted net income of $11.1 million, or $0.22 per basic and fully diluted share for the comparable prior year period. Adjusted net income is calculated by applying a normalized tax rate of 24.5% and excluding other items not considered part of regular operating activities.
  • Adjusted EBITDA, a non-GAAP financial measure, increased to a record $18.5 million for the first fiscal quarter ended September 30, 2022, up $3.3 million or 21.7%, compared to adjusted EBITDA of $15.2 million for the comparable prior year period.
  • Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, increased to a record 24.2% for the first fiscal quarter ended September 30, 2022, up 60 basis points, compared to adjusted EBITDA margin of 23.6% for the comparable prior year period.

Financial Highlights – Three Months Ended December 31, 2022

  • Revenues decreased to $278.1 million for the second fiscal quarter ended December 31, 2022, down $57.7 million or 17.2%, compared to revenues of $335.8 million for the comparable prior year period.
  • Gross profit increased to $70.4 million for the second fiscal quarter ended December 31, 2022, up $2.6 million or 3.8%, compared to gross profit of $67.8 million for the comparable prior year period.
  • Adjusted gross profit, a non-GAAP financial measure, increased to $74.0 million for the second fiscal quarter ended December 31, 2022, up $2.9 million or 4.1%, compared to adjusted gross profit of $71.1 million for the comparable prior year period.
  • Net income attributable to Radiant Logistics, Inc. decreased to $4.8 million, or $0.10 per basic and fully diluted share, $1.7 million compared to $6.5 million, or $0.13 per basic and fully diluted share for the comparable prior year period.
  • Adjusted net income, a non-GAAP financial measure, decreased to $10.5 million, or $0.22 per basic and $0.21 per fully diluted share for the second fiscal quarter ended December 31, 2022, down $1.4 million or 11.8%, compared to adjusted net income of $11.9 million, or $0.24 per basic and $0.23 per fully diluted share for the comparable prior year period. Adjusted net income is calculated by applying a normalized tax rate of 24.5% and excluding other items not considered part of regular operating activities.
  • Adjusted EBITDA, a non-GAAP financial measure, decreased to $15.3 million for the second fiscal quarter ended December 31, 2022, down $1.4 million or 8.4%, compared to adjusted EBITDA of $16.7 million for the comparable prior year period.
  • Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, decreased to 20.7% for the second fiscal quarter ended December 31, 2022, down 280 basis points, compared to adjusted EBITDA margin of 23.5% for the comparable prior year period.

Acquisition Update

On October 1, 2022, the Company announced that it acquired Cascade Enterprises of Minnesota, Inc. (“Cascade”), a Minnesota based, privately–held company that has operated as a strategic operating partner under the Company’s Airgroup brand since 2007. The Company structured the transaction similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations. Cascade continued to operate under the Airgroup brand through the calendar year 2022 and is expected to transition to the Radiant brand over the course of 2023 as it is combined with existing Company owned operations in the Minneapolis area.

Stock Buy-back

Under the terms of our outstanding Rule 10b5-1 Repurchase Plan, the Company purchased 839,864 shares of our common stock at an average cost of $5.95 per share for an aggregate cost of $5.0 million during the six months ended December 31, 2022. As of March 20, 2023, the Company had 48,181,256 shares outstanding.

CEO Bohn Crain Comments on Results and the Company Coming Current in Its Filings with the SEC

“We are very pleased to continue our trend of solid financial results for each of the first two quarters of fiscal year 2023,” said Bohn Crain, Founder and CEO of Radiant Logistics. “For the six months ended December 31, 2022, we posted revenues of $609.1 million, down $26.1 million or 4.1%; gross profit of $145.2 million, up $15.7 million or 12.1%; adjusted gross profit of $150.5 million, up $14.6 million or 10.7%; net income attributable to Radiant Logistics, Inc. of $13.3 million, down $0.8 million or 5.7%; adjusted net income of $23.9 million, up $0.9 million or 3.9%, and record adjusted EBITDA of $33.9 million, up $1.9 million or 5.9%. These results reflect the benefit of our scalable non–asset–based business model, our diversity of service offerings, and our ability to quickly respond to changing market dynamics and support our customers in this capacity constrained market.

During the six months ended December 31, 2022, we also continued to make good progress in our balanced approach to capital allocation through a combination of our strategic acquisition and stock buy-back initiatives. As previously reported, we completed the acquisition of our long-time strategic operating partner, Cascade Enterprises in Minnesota, effective as of October 1, 2022. In addition, we also acquired $5.0 million of our common stock during the quarter at what we believe was very attractive pricing. During the six-month period we also generated $65.5 million in cash from operations. As of December 31, 2022, we have for the first time in the Company’s history, no net debt, with cash on hand of $62.0 million and total debt of only $53.7 million. Our adjusted EBITDA for the trailing twelve months ended December 31, 2022 was $82.8 million.”

Mr. Crain continued: “With the filing of these two Form 10-Qs we have now completed the process of bringing our filings current with the SEC and we are excited to be able to get back to business—leveraging our best–in–class technology, robust North American footprint and extensive global network of service partners to continue to build on the great platform we have built here at Radiant. As we have previously discussed, while we remain very optimistic about our prospects for fiscal year 2023 and beyond, we are definitely seeing signs of a slowing economy and expect operations to return to more normalized levels and growth rates in coming quarters. We believe we are well positioned with a durable, diverse service offering and strong balance sheet to support our customers and continue to execute upon our broader strategic initiatives.”

First Fiscal Quarter Ended September 30, 2022 – Financial Results

For the three months ended September 30, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $8.4 million on $331.0 million of revenues, or $0.17 per basic and fully diluted share. For the three months ended September 30, 2021, Radiant reported net income attributable to Radiant Logistics, Inc. of $7.6 million on $299.4 million of revenues, or $0.15 per basic and fully diluted share.

For the three months ended September 30, 2022, Radiant reported adjusted net income, a non-GAAP financial measure, of $13.4 million, or $0.27 per basic and fully diluted share. For the three months ended September 30, 2021, Radiant reported adjusted net income of $11.1 million, or $0.22 per basic and fully diluted share.

For the three months ended September 30, 2022, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $18.5 million, compared to $15.2 million for the comparable prior year period.

Second Fiscal Quarter Ended December 31, 2022 – Financial Results 

For the three months ended December 31, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $4.8 million on $278.1 million of revenues, or $0.10 per basic and fully diluted share. For the three months ended December 31, 2021, Radiant reported net income attributable to Radiant Logistics, Inc. of $6.5 million on $335.8 million of revenues, or $0.13 per basic and fully diluted share.

For the three months ended December 31, 2022, Radiant reported adjusted net income, a non-GAAP financial measure, of $10.5 million, or $0.22 per basic and $0.21 per fully diluted share. For the three months ended December 31, 2021, Radiant reported adjusted net income of $11.9 million, or $0.24 per basic and $0.23 per fully diluted share.

For the three months ended December 31, 2022, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $15.3 million, compared to $16.7 million for the comparable prior year period.

Six Months Ended December 31, 2022 – Financial Results

For the six months ended December 31, 2022, Radiant reported net income attributable to Radiant Logistics, Inc. of $13.3 million on $609.1 million of revenues, or $0.27 per basic and fully diluted share. For the six months ended December 31, 2021, Radiant reported net income attributable to Radiant Logistics, Inc. of $14.1 million on $635.2 million of revenues, or $0.28 per basic and fully diluted share.

For the six months ended December 31, 2022, Radiant reported adjusted net income, a non-GAAP financial measure, of $23.9 million, or $0.50 per basic and $0.48 per fully diluted share. For the six months ended December 31, 2021, Radiant reported adjusted net income of $23.0 million, or $0.46 per basic and $0.45 per fully diluted share.

For the six months ended December 31, 2022, Radiant reported adjusted EBITDA, a non-GAAP financial measure, of $33.9 million, compared to $32.0 million for the comparable prior year period.

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Monday, March 27, 2023 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:

Monday, March 27, 2023 at 4:30 PM Eastern

DIAL-IN

US (888) 506-0062; Intl. (973) 528-0011 (Participant Access Code: 913812)

REPLAY

March 28, 2023 at 9:30 AM Eastern to April 10, 2023 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 47924)

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/2191/47924

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 services primarily to customers in the United States and Canada. Through its comprehensive service officering, Radiant provides domestic and international freight forwarding along with truck and rail brokerage services to a diversified account base including manufactures, distributors and retailers, which it supports from an extensive network of Radiant and agent-owned offices throughout North America and other key markets around the world. Radiant’s value-added logistics services include warehouse and distribution, customs brokerage, order fulfillment, inventory management and technology services.

This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in-line with recent levels and expected trends; our ability to mitigate, to the best extent possible: our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our indebtedness; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; the impact of COVID-19 on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel; potential adverse legal, reputational and financial effects on the Company resulting from the ransomware incident or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents, like the ransomware incident; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our need to restate our financial statements; our longer-term relationship with our senior lenders as a consequence of our need to restate our financial statements; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to remediate during fiscal 2023 certain material weaknesses in our internal controls over financial reporting, and such other factors that may be identified from time to time in our Securities and Exchange Commission (“SEC”) filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1 Item 1A of this report. In addition, the global economic climate and additional or unforeseen effects from the COVID-19 pandemic amplify many of these risks. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. We disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

RADIANT LOGISTICS, INC.


Condensed Consolidated Balance Sheets






September 30,



June 30,


(In thousands, except share and per share data)


2022



2022




(unaudited)





ASSETS







Current assets:







Cash and cash equivalents


$

23,714



$

24,442


Accounts receivable, net of allowance of $2,842 and $2,983, respectively



164,438




186,492


Contract assets



49,967




61,154


Prepaid expenses and other current assets



15,327




17,256


Total current assets



253,446




289,344









Property, technology, and equipment, net



22,890




24,823









Goodwill



86,751




88,199


Intangible assets, net



43,000




48,545


Operating lease right-of-use assets



44,143




41,111


Deposits and other assets



5,703




4,704


Long-term restricted cash



581




625


Total other long-term assets



180,178




183,184


Total assets


$

456,514



$

497,351









LIABILITIES AND EQUITY







Current liabilities:







Accounts payable


$

122,243



$

137,853


Operating partner commissions payable



19,030




18,731


Accrued expenses



9,387




11,349


Income tax payable



547




4,035


Current portion of notes payable



4,331




4,575


Current portion of operating lease liability



10,027




7,641


Current portion of finance lease liability



538




577


Current portion of contingent consideration



2,600




2,600


Other current liabilities



297




303


Total current liabilities



169,000




187,664









Notes payable, net of current portion



40,300




66,719


Operating lease liability, net of current portion



38,712




37,776


Finance lease liability, net of current portion



1,084




1,223


Contingent consideration, net of current portion



3,090




2,930


Deferred income taxes



5,984




6,482


Total long-term liabilities



89,170




115,130


Total liabilities



258,170




302,794









Equity:







Common stock, $0.001 par value, 100,000,000 shares authorized; 51,418,835 and 51,265,543

    shares issued, and 48,674,710 and 48,740,935 shares outstanding, respectively



33




33


Additional paid-in capital



106,314




106,146


Treasury stock, at cost, 2,744,125 and 2,524,608 shares, respectively



(17,344)




(16,004)


Retained earnings



113,431




104,998


Accumulated other comprehensive loss



(4,274)




(796)


Total Radiant Logistics, Inc. stockholders’ equity



198,160




194,377


Non-controlling interest



184




180


Total equity



198,344




194,557


Total liabilities and equity


$

456,514



$

497,351


RADIANT LOGISTICS, INC.


Condensed Consolidated Balance Sheets






December 31,



June 30,


(In thousands, except share and per share data)


2022



2022




(unaudited)





ASSETS







Current assets:







Cash and cash equivalents


$

62,020



$

24,442


Accounts receivable, net of allowance of $2,312 and $2,983, respectively



137,793




186,492


Contract assets



33,858




61,154


Prepaid expenses and other current assets



15,399




17,256


Total current assets



249,070




289,344









Property, technology, and equipment, net



23,663




24,823









Goodwill



88,924




88,199


Intangible assets, net



41,731




48,545


Operating lease right-of-use assets



59,569




41,111


Deposits and other assets



6,309




4,704


Long-term restricted cash



593




625


Total other long-term assets



197,126




183,184


Total assets


$

469,859



$

497,351









LIABILITIES AND EQUITY







Current liabilities:







Accounts payable


$

107,511



$

137,853


Operating partner commissions payable



20,298




18,731


Accrued expenses



9,053




11,349


Income tax payable



2,050




4,035


Current portion of notes payable



4,495




4,575


Current portion of operating lease liability



11,102




7,641


Current portion of finance lease liability



536




577


Current portion of contingent consideration



3,582




2,600


Other current liabilities



296




303


Total current liabilities



158,923




187,664









Notes payable, net of current portion



49,191




66,719


Operating lease liability, net of current portion



53,428




37,776


Finance lease liability, net of current portion



953




1,223


Contingent consideration, net of current portion



1,745




2,930


Deferred income taxes



4,328




6,482


Total long-term liabilities



109,645




115,130


Total liabilities



268,568




302,794









Commitments and contingencies (Note 15)














Equity:







Common stock, $0.001 par value, 100,000,000 shares authorized; 51,544,304 and 51,265,543

    shares issued, and 48,179,832 and 48,740,935 shares outstanding, respectively



33




33


Additional paid-in capital



107,170




106,146


Treasury stock, at cost, 3,364,472 and 2,524,608 shares, respectively



(21,004)




(16,004)


Retained earnings



118,267




104,998


Accumulated other comprehensive loss



(3,373)




(796)


Total Radiant Logistics, Inc. stockholders’ equity



201,093




194,377


Non-controlling interest



198




180


Total equity



201,291




194,557


Total liabilities and equity


$

469,859



$

497,351


RADIANT LOGISTICS, INC.


Condensed Consolidated Statements of Comprehensive Income


(unaudited)





Three Months Ended September 30,


(In thousands, except share and per share data)

2022



2021






(as restated)


Revenues

$

330,971



$

299,398








Operating expenses:






Cost of transportation and other services


254,491




234,680


Operating partner commissions


30,106




27,561


Personnel costs


19,771




15,653


Selling, general and administrative expenses


8,770




6,790


Depreciation and amortization


6,778




4,252


Change in fair value of contingent consideration


160





Total operating expenses


320,076




288,936








Income from operations


10,895




10,462








Other income (expense):






Interest income


40




3


Interest expense


(821)




(609)


Foreign currency transaction gain


467




271


Change in fair value of interest rate swap contracts


690




(46)


Other


5




16


Total other income (expense)


381




(365)








Income before income taxes


11,276




10,097








Income tax expense


(2,764)




(2,402)








Net income


8,512




7,695


Less: net income attributable to non-controlling interest


(79)




(86)








Net income attributable to Radiant Logistics, Inc.

$

8,433



$

7,609








Other comprehensive loss:






Foreign currency translation loss


(3,478)




(1,039)


Comprehensive income

$

5,034



$

6,656








Income per share:






Basic and diluted

$

0.17



$

0.15








Weighted average common shares outstanding:






Basic


48,745,317




49,921,061


Diluted


50,303,012




51,116,478


RADIANT LOGISTICS, INC.


Condensed Consolidated Statements of Comprehensive Income


(unaudited)





Three Months Ended December 31,



Six Months Ended December 31,


(In thousands, except share and per share data)

2022



2021



2022



2021






(as restated)






(as restated)


Revenues

$

278,119



$

335,778



$

609,090



$

635,176














Operating expenses:












Cost of transportation and other services


204,091




264,640




458,582




499,320


Operating partner commissions


30,512




31,169




60,617




58,730


Personnel costs


20,641




16,659




40,412




32,312


Selling, general and administrative expenses


8,637




8,352




17,407




15,139


Depreciation and amortization


6,914




4,447




13,693




8,702


Transition, lease termination, and other costs


30







30





Change in fair value of contingent consideration


150




455




310




455


Total operating expenses


270,975




325,722




591,051




614,658














Income from operations


7,144




10,056




18,039




20,518














Other expense:












Interest income


59




4




98




6


Interest expense


(742)




(749)




(1,563)




(1,358)


Foreign currency transaction gain


4




104




471




375


Change in fair value of interest rate swap contracts


(104)




(378)




587




(424)


Other


24




91




29




108


Total other expense


(759)




(928)




(378)




(1,293)














Income before income taxes


6,385




9,128




17,661




19,225














Income tax expense


(1,460)




(2,513)




(4,224)




(4,915)














Net income


4,925




6,615




13,437




14,310


Less: net income attributable to non-controlling interest


(89)




(76)




(168)




(162)














Net income attributable to Radiant Logistics, Inc.

$

4,836



$

6,539



$

13,269



$

14,148














Other comprehensive income:












Foreign currency translation gain (loss)


901




117




(2,577)




(922)


Comprehensive income

$

5,826



$

6,732



$

10,860



$

13,388














Income per share:












Basic and diluted

$

0.10



$

0.13



$

0.27



$

0.28














Weighted average common shares outstanding:












Basic


48,243,204




49,657,547




48,494,260




49,789,304


Diluted


49,427,420




50,775,714




49,865,216




50,946,096


Reconciliation of Non-GAAP Measures  
RADIANT LOGISTICS, INC.

Reconciliation of Gross Profit to Adjusted Gross Profit, Net Income Attributable to  
Radiant Logistics, Inc.,

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 changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, transition and lease termination costs, foreign currency transaction gains and losses, extraordinary items, share-based compensation expense, litigation expenses unrelated to our core operations, gain on forgiveness of debt, 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 September 30,


Reconciliation of adjusted gross profit to GAAP gross profit

2022



2021






(as restated)


Revenues

$

330,971



$

299,398


Cost of transportation and other services (exclusive of depreciation and

    amortization, shown separately below)


(254,491)




(234,680)


Depreciation and amortization


(1,756)




(2,998)


GAAP gross profit

$

74,724



$

61,720


Depreciation and amortization


1,756




2,998


Adjusted gross profit

$

76,480



$

64,718








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


22.6

%



20.6

%

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


23.1

%



21.6

%

(In thousands)

Three Months Ended December 31,



Six Months Ended December 31,


Reconciliation of adjusted gross profit to GAAP gross profit

2022



2021



2022



2021






(as restated)






(as restated)


Revenues

$

278,119



$

335,778



$

609,090



$

635,176


Cost of transportation and other services (exclusive of depreciation and

    amortization, shown separately below)


(204,091)




(264,640)




(458,582)




(499,320)


Depreciation and amortization


(3,585)




(3,332)




(5,341)




(6,331)


GAAP gross profit

$

70,443



$

67,806



$

145,167



$

129,525


Depreciation and amortization


3,585




3,332




5,341




6,331


Adjusted gross profit

$

74,028



$

71,138



$

150,508



$

135,856














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


25.3

%



20.2

%



23.8

%



20.4

%

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


26.6

%



21.2

%



24.7

%



21.4

%

(In thousands)

Three Months Ended September 30,


Reconciliation of GAAP net income to adjusted EBITDA

2022



2021






(as restated)


Net income attributable to Radiant Logistics, Inc.

$

8,433



$

7,609


Income tax expense


2,764




2,402


Depreciation and amortization


6,778




4,252


Net interest expense


781




606








EBITDA


18,756




14,869








Share-based compensation


609




350


Change in fair value of contingent consideration


160





Acquisition related costs


27




99


Litigation costs


120




154


Change in fair value of interest rate swap contracts


(690)




46


Foreign currency transaction gain


(467)




(271)








Adjusted EBITDA

$

18,515



$

15,247


Adjusted EBITDA margin (Adjusted EBITDA as a % of Adjusted Gross Profit)


24.2

%



23.6

%

(In thousands)

Three Months Ended December 31,



Six Months Ended December 31,


Reconciliation of GAAP net income to adjusted EBITDA

2022



2021



2022



2021






(as restated)






(as restated)


Net income attributable to Radiant Logistics, Inc.

$

4,836



$

6,539



$

13,269



$

14,148


Income tax expense


1,460




2,513




4,224




4,915


Depreciation and amortization (1)


7,142




4,447




13,921




8,702


Net interest expense


683




745




1,465




1,352














EBITDA


14,121




14,244




32,879




29,117














Share-based compensation


679




422




1,288




772


Change in fair value of contingent consideration


150




455




310




455


Acquisition related costs


22




396




49




496


Ransomware incident related costs, net





751







751


Litigation costs


247




167




366




321


Transition, lease termination, and other costs


30







30





Change in fair value of interest rate swap contracts


104




378




(587)




424


Foreign currency transaction gain


(4)




(104)




(471)




(375)














Adjusted EBITDA

$

15,349



$

16,709



$

33,864



$

31,961


Adjusted EBITDA margin (Adjusted EBITDA as a % of Adjusted Gross Profit)


20.7

%



23.5

%



22.5

%



23.5

%


(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 September 30,


Reconciliation of GAAP net income to adjusted net income

2022



2021






(as restated)


GAAP net income attributable to Radiant Logistics, Inc.

$

8,433



$

7,609


Adjustments to net income:






Income tax expense


2,764




2,402


Depreciation and amortization


6,778




4,252


Change in fair value of contingent consideration


160





Acquisition related costs


27




99


Litigation costs


120




154


Change in fair value of interest rate swap contracts


(690)




46


Amortization of debt issuance costs


110




127








Adjusted net income before income taxes


17,702




14,689








Provision for income taxes at 24.5%


(4,337)




(3,599)








Adjusted net income

$

13,365



$

11,090








Adjusted net income per common share:






Basic and diluted

$

0.27



$

0.22








Weighted average common shares outstanding:






Basic


48,745,317




49,921,061


Diluted


50,303,012




51,116,478


(In thousands, except share and per share data)

Three Months Ended December 31,



Six Months Ended December 31,


Reconciliation of GAAP net income to adjusted net income

2022



2021



2022



2021






(as restated)






(as restated)


GAAP net income attributable to Radiant Logistics, Inc.

$

4,836



$

6,539



$

13,269



$

14,148


Adjustments to net income:












Income tax expense


1,460




2,513




4,224




4,915


Depreciation and amortization


6,914




4,447




13,693




8,702


Change in fair value of contingent consideration


150




455




310




455


Acquisition related costs


22




396




49




496


Ransomware incident related costs, net





751







751


Litigation costs


247




167




366




321


Transition, lease termination, and other costs


30







30





Change in fair value of interest rate swap contracts


104




378




(587)




424


Amortization of debt issuance costs


140




126




250




253














Adjusted net income before income taxes


13,903




15,772




31,604




30,465














Provision for income taxes at 24.5%


(3,406)




(3,864)




(7,743)




(7,464)














Adjusted net income

$

10,497



$

11,908



$

23,861



$

23,001














Adjusted net income per common share:












Basic

$

0.22



$

0.24



$

0.50



$

0.46


Diluted

$

0.21



$

0.23



$

0.48



$

0.45














Weighted average common shares outstanding:












Basic


48,243,204




49,657,547




48,494,260




49,789,304


Diluted


49,427,420




50,775,714




49,865,216




50,946,096


(In thousands)

Trailing twelve months adjusted EBITDA:


Three months

ended

December 31,

2022



Three months

ended

September 30,

2022



Three months

ended

June 30,

 2022



Three months

ended

March 31,

 2022

(as restated)



Twelve months

ended

December 31,

 2022


Net income attributable to Radiant Logistics, Inc.


$

4,836



$

8,433



$

16,750



$

13,567



$

43,586


Income tax expense



1,460




2,764




3,502




4,276




12,002


Depreciation and amortization (1)



7,142




6,778




5,330




4,684




23,934


Net interest expense



683




781




843




997




3,304


















EBITDA



14,121




18,756




26,425




23,524




82,826


















Share-based compensation



679




609




487




539




2,314


Change in fair value of contingent consideration



150




160




160




152




622


Acquisition related costs



22




27




94




6




149


Ransomware incident related costs (recovery), net









(347)




279




(68)


Litigation costs



247




120




84




163




614


Transition, lease termination, and other costs



30













30


Change in fair value of interest rate swap contracts



104




(690)




(278)




(1,985)




(2,849)


Foreign exchange gain



(4)




(467)




(239)




(105)




(815)


















Adjusted EBITDA


$

15,349



$

18,515



$

26,386



$

22,573



$

82,823



(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.

SOURCE Radiant Logistics, Inc.


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