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Form 8-K RADIANT LOGISTICS, INC For: Nov 08

November 9, 2018 5:12 PM

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 8, 2018

 

RADIANT LOGISTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

001-35392

 

04-3625550

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

405 114th Avenue, S.E., Third Floor, Bellevue, WA 98004

(Address of Principal Executive Offices) (Zip Code)

(425) 943-4599

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On November 8, 2018, Radiant Logistics, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2018. A copy of the press release, dated November 8, 2018, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On the same day, the Company held a conference call to discuss its financial results for the three months ended September 30, 2018. A copy of the transcript of the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The attached press release and transcript contain information that includes the following Non-GAAP financial measures as defined in Regulation G adopted by the Securities and Exchange Commission: Net Revenues, Adjusted Net Income, EBITDA and Adjusted EBITDA. The Company’s management believes that presenting such Non-GAAP financial measures provides useful information to investors regarding the underlying business trends and performance of the Company’s ongoing operations. These Non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. A table providing a reconciliation of Non-GAAP financial measures to the most directly comparable GAAP financial measures is included within the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report, including Exhibit 99.1 and Exhibit 99.2 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

 

No.

  

Description

 

 

 

99.1

  

Press Release, dated November 8, 2018 announcing financial results for the fourth fiscal quarter ended September 30, 2018.

 

 

 

99.2

 

Transcript of conference call of Radiant Logistics, Inc. dated November 8, 2018.

 

 

 


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Radiant Logistics, Inc.

 

 

 

 

Date:  November 9, 2018

 

 

By:

 

/s/ Todd Macomber

 

 

 

 

 

Todd Macomber

 

 

 

 

 

Senior Vice President and Chief Financial Officer

 

Exhibit 99.1

 

RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE FIRST fiscal quarter ENDED September 30, 2018

Reports quarterly results with revenues of $218.9 million, up $20.9 million or 10.6%;

Net revenues of $54.9 million, up $9.3 million or 20.4%; and

Adjusted EBITDA of $8.8 million, up $2.3 million, or 35.4%

BELLEVUE, WA November 8, 2018 – Radiant Logistics, Inc. (NYSE American: RLGT), a third-party logistics and multimodal transportation services company, today reported financial results for the three months ended September 30, 2018.

First Fiscal Quarter Financial Highlights (Quarter Ended September 30, 2018)

 

Revenues increased to $218.9 million for the first fiscal quarter ended September 30, 2018, up $20.9 million or 10.6% compared to revenues of $198.0 million for the comparable prior year period.

 

Revenues net of cost of transportation and other services (net revenues) increased to $54.9 million for the first fiscal quarter ended September 30, 2018, up $9.3 million or 20.4% compared to net revenues of $45.6 million for the comparable prior year period.

 

Net income allocable to common stockholders increased to $2.6 million, or $0.05 per basic and fully diluted share, compared to net income of $0.3 million, or $0.01 per basic and fully diluted share for the comparable prior year period.

 

Adjusted net income allocable to common stockholders increased to $5.4 million, or $0.11 per basic and fully diluted share for the first fiscal quarter ended September 30, 2018, compared to adjusted net income of $2.9 million, or $0.06 per basic and fully diluted share for the comparable prior year period. Periods are calculated by applying a normalized tax rate of 24.5% for the first fiscal quarter ended September 30, 2018 and 31% for the comparable prior year period and excluding other items not considered part of regular operating activities.

 

Adjusted EBITDA increased to $8.8 million for the first fiscal quarter ended September 30, 2018, up $2.3 million or 35.4% compared to adjusted EBITDA of $6.5 million for the comparable prior year period.

 

Adjusted EBITDA margin (expressed as a function of net revenues) is up 190 basis points to 16.1% for the first fiscal quarter ended September 30, 2018, compared to Adjusted EBITDA margin of 14.2% for the comparable prior quarter period.

CEO Comments

“We are pleased to report strong results and the continued broad-based improvement in our financial performance for the quarter ended September 30, 2018,” said Bohn Crain, Founder and CEO. “We posted revenues of $218.9 million, up $20.9 million or 10.6%; net revenues of $54.9 million, up $9.3 million or 20.4%; net income allocable to common stockholders of $2.6 million, up $2.3 million; adjusted net income allocable to common shareholders of $5.4 million, up $2.4 million or 82.8%; and Adjusted EBITDA of $8.8 million, up $2.3 million or 35.4% over the comparable prior year period. Our net revenue margins also improved, up 210 basis points to 25.1% from 23.0% for the comparable prior year period. In addition, we also saw improvement in our Adjusted EBITDA margins, up 190 basis points to 16.1%, from 14.2% for the comparable prior year period.”

“We saw good improvement across the organization segments (excluding intracompany eliminations) reporting U.S. revenues of $191.2 million, up $16.3 million and 9.3% and Canadian revenues of $27.7 million, up $4.1 million and 17.4% for the comparable prior year period. For net revenues, our U.S. operations reported $47.1 million, up $6.5 million and 16.0% and our Canadian operations reported $7.7 million, up $2.7 million and 54.0% over the comparable prior year period.”

“On the technology front we also continue to make steady progress on the deployment of our new SAP-based transportation management system (“SAP-TM”) and have begun to deploy the application in several of our strategic operating locations. As we have previously discussed, we believe our ongoing investment in technology provides us with a unique opportunity to deliver a state-of-the-art technology platform for our strategic operating partners and the end customers that we serve. At the same time, our new technology set will enable a number of productivity initiatives to stream-line our back-office processes and accelerate the realization of back-office cost synergies associated with existing and future acquisitions and can ultimately help facilitate revenue synergies across the platform.

 


 

Crain continued: “We are encouraged by our improving results and remain committed to our long-standing strategy to deliver profitable growth through a combination of organic and acquisition growth initiatives. Our now more than 10-year first market advantage in executing our multi-brand strategy in consolidating agent-based forwarding networks, ongoing investment in technology and low leverage on our balance sheet puts us in a unique position to support further consolidation in the marketplace. We are patiently persistent in the pursuit of this long-term vision which we believe, over time, will deliver meaningful value for shareholders, our operating partners and the end customers that we serve.”

First Fiscal Quarter Ended September 30, 2018 – Financial Results

For the three months ended September 30, 2018, Radiant reported net income allocable to common stockholders of $2.6 million on $218.9 million of revenues, or $0.05 per basic and fully diluted share. For the three months ended September 30, 2017, Radiant reported net income allocable to common stockholders of $0.3 million on $198.0 million of revenues, or $0.01 per basic and fully diluted share.

For the three months ended September 30, 2018, Radiant reported adjusted net income allocable to common stockholders of $5.4 million, or $0.11 per basic and fully diluted share. For the three months ended September 30, 2017, Radiant reported adjusted net income allocable to common stockholders of $2.9 million, or $0.06 per basic and fully diluted share.

For the three months ended September 30, 2018, Radiant reported Adjusted EBITDA of $8.8 million, compared to $6.5 million for the comparable prior year period.

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Thursday, November 8, 2018 at 4:30 PM Eastern to discuss the contents of this release. The conference call is open to all interested parties, including individual investors and press. Bohn Crain, Founder and CEO will host the call.

Conference Call Details

DATE/TIME:

Thursday, November 8, 2018  at 4:30 PM Eastern

DIAL-IN

US (877) 407-8031; Intl. (201) 689-8031

REPLAY

November 9, 2018 at 9:30 AM Eastern to November 22, 2018 at 4:30 PM Eastern, US (877) 481-4010;

 

Intl. (919) 882-2331 (Replay ID number: 40310)

 

Webcast Details

This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com or through www.InvestorCalendar.com.


2


About Radiant Logistics (NYSE American: RLGT)

Radiant Logistics, Inc. (www.radiantdelivers.com) is a third-party logistics and multimodal transportation services company delivering advanced supply chain solutions through a network of company-owned and strategic operating partner locations across North America. Through its comprehensive service offering, Radiant 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 recent operating results and trends; our ability to maintain positive relationships with our 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.

# # #

 

Investor Contact:

Radiant Logistics, Inc.

Todd Macomber

(425) 943-4541

[email protected]

Media Contact:

Radiant Logistics, Inc.

Jennifer Deenihan

(425) 462-1094

[email protected]

 

 

 

 

 

 

3


 

RADIANT LOGISTICS, INC.

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except share and per share data)

 

September 30,

 

 

June 30,

 

 

 

2018

 

 

2018

 

 

 

(unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,956

 

 

$

6,992

 

Accounts receivable, net of allowance of $2,035 and $1,703, respectively

 

 

100,444

 

 

 

137,578

 

Contract assets

 

 

27,254

 

 

 

 

Income tax receivable

 

 

1,073

 

 

 

2,105

 

Prepaid expenses and other current assets

 

 

8,499

 

 

 

6,599

 

Total current assets

 

 

145,226

 

 

 

153,274

 

 

 

 

 

 

 

 

 

 

Technology and equipment, net

 

 

19,125

 

 

 

18,566

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

65,389

 

 

 

65,389

 

Intangible assets, net

 

 

63,055

 

 

 

65,264

 

Deposits and other assets

 

 

1,248

 

 

 

2,945

 

Total other long-term assets

 

 

129,692

 

 

 

133,598

 

Total assets

 

$

294,043

 

 

$

305,438

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

80,462

 

 

$

90,153

 

Operating partner commissions payable

 

 

13,869

 

 

 

14,322

 

Accrued expenses

 

 

6,608

 

 

 

5,404

 

Current portion of notes payable

 

 

3,946

 

 

 

3,726

 

Current portion of contingent consideration

 

 

1,100

 

 

 

960

 

Transition and lease termination liability

 

 

1,094

 

 

 

1,385

 

Other current liabilities

 

 

259

 

 

 

295

 

Total current liabilities

 

 

107,338

 

 

 

116,245

 

 

 

 

 

 

 

 

 

 

Notes payable, net of current portion

 

 

41,475

 

 

 

43,197

 

Contingent consideration, net of current portion

 

 

1,380

 

 

 

1,615

 

Deferred rent liability

 

 

987

 

 

 

1,020

 

Deferred income taxes

 

 

8,297

 

 

 

8,665

 

Other long-term liabilities

 

 

367

 

 

 

1,082

 

Total long-term liabilities

 

 

52,506

 

 

 

55,579

 

Total liabilities

 

 

159,844

 

 

 

171,824

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

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

   outstanding, liquidation preference of $20,980

 

 

1

 

 

 

1

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 49,544,886 and 49,511,907

   shares issued, and 49,453,088 and 49,420,109 shares outstanding, respectively

 

 

31

 

 

 

31

 

Additional paid-in capital

 

 

118,236

 

 

 

117,968

 

Treasury stock, at cost, 91,798 shares

 

 

(253

)

 

 

(253

)

Retained earnings

 

 

16,071

 

 

 

15,539

 

Accumulated other comprehensive income (loss)

 

 

(119

)

 

 

186

 

Total Radiant Logistics, Inc. stockholders’ equity

 

 

133,967

 

 

 

133,472

 

Non-controlling interest

 

 

232

 

 

 

142

 

Total equity

 

 

134,199

 

 

 

133,614

 

Total liabilities and equity

 

$

294,043

 

 

$

305,438

 

 

 

 

4


 

RADIANT LOGISTICS, INC.

Consolidated Statements of Comprehensive Income

(unaudited)

 

(In thousands, except share and per share data)

 

Three Months Ended September 30,

 

 

 

2018

 

 

2017

 

Revenues

 

$

218,883

 

 

$

197,977

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Cost of transportation and other services

 

 

164,015

 

 

 

152,374

 

Operating partner commissions

 

 

24,828

 

 

 

19,692

 

Personnel costs

 

 

14,545

 

 

 

13,993

 

Selling, general and administrative expenses

 

 

7,124

 

 

 

6,303

 

Depreciation and amortization

 

 

3,633

 

 

 

3,575

 

Transition and lease termination costs

 

 

 

 

 

107

 

Change in fair value of contingent consideration

 

 

(95

)

 

 

(300

)

Total operating expenses

 

 

214,050

 

 

 

195,744

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

4,833

 

 

 

2,233

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

 

12

 

 

 

7

 

Interest expense

 

 

(789

)

 

 

(771

)

Foreign currency transaction gains (losses)

 

 

34

 

 

 

(85

)

Other

 

 

150

 

 

 

130

 

Total other expense

 

 

(593

)

 

 

(719

)

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

4,240

 

 

 

1,514

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(977

)

 

 

(626

)

 

 

 

 

 

 

 

 

 

Net income

 

 

3,263

 

 

 

888

 

Less: net income attributable to non-controlling interest

 

 

(180

)

 

 

(61

)

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

 

 

3,083

 

 

 

827

 

Less: preferred stock dividends

 

 

(511

)

 

 

(511

)

 

 

 

 

 

 

 

 

 

Net income allocable to common stockholders

 

$

2,572

 

 

$

316

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Foreign currency translation loss

 

 

(305

)

 

 

(805

)

Comprehensive income

 

$

2,958

 

 

$

83

 

 

 

 

 

 

 

 

 

 

Income per share allocable to common stockholders:

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

0.05

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

49,437,930

 

 

 

49,085,545

 

Diluted

 

 

50,705,434

 

 

 

50,642,953

 

 


5


RADIANT LOGISTICS, INC.

Reconciliation of Total Revenues to Net Revenues, Net Income (Loss) Allocable to Common Stockholders
to Adjusted Net Income, EBITDA and Adjusted EBITDA

(unaudited)

As used in this report, Net Revenues, Adjusted Net Income, EBITDA, and Adjusted EBITDA are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Adjusted Net Income, 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 24.5% tax rate for the quarter ended September 30, 2018 and a 31% tax rate the quarter ended September 30, 2017 to calculate 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, the Company adjusts for certain non-cash charges and significant items that are not part of regular operating activities. These adjustments include depreciation and amortization, income taxes, change in contingent consideration, amortization of loan fees, write-off of loan fees, impairment of acquired intangible assets, acquisition related costs, transition costs, lease termination costs, litigation costs and non-recurring costs.

We commonly refer to the term “net revenues” when commenting about our Company and the results of operations. Net revenues are a Non-GAAP measure calculated as revenues less directly related operations and expenses attributed to the Company’s services. We believe net revenues are 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 preferred stock dividends, interest and taxes, and excludes 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 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, MM&D start-up costs 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. Net Revenues, Adjusted Net Income, 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.

Net Revenues (Non-GAAP measure)

(In thousands)

 

Three Months Ended September 30,

 

 

 

2018

 

 

2017

 

Total revenues

 

$

218,883

 

 

$

197,977

 

Cost of transportation and other services

 

 

164,015

 

 

 

152,374

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

54,868

 

 

$

45,603

 

 

6


(In thousands, except share and per share data)

 

Three Months Ended September 30,

 

Reconciliation of net income to adjusted net income:

 

2018

 

 

2017

 

Net income attributable to common stockholders

 

$

2,572

 

 

$

316

 

Adjustments to net income:

 

 

 

 

 

 

 

 

Income tax expense

 

 

977

 

 

 

626

 

Depreciation and amortization

 

 

3,633

 

 

 

3,575

 

Change in contingent consideration

 

 

(95

)

 

 

(300

)

Lease termination costs

 

 

 

 

 

107

 

Acquisition related costs

 

 

4

 

 

 

78

 

Litigation costs

 

 

137

 

 

 

24

 

Amortization of loan fees

 

 

59

 

 

 

62

 

 

 

 

 

 

 

 

 

 

Adjusted net income before income taxes

 

 

7,287

 

 

 

4,488

 

 

 

 

 

 

 

 

 

 

Provision for income taxes at 24.5% before preferred dividend

   requirement for current period, and at 31% for prior period

 

 

(1,911

)

 

 

(1,550

)

 

 

 

 

 

 

 

 

 

Adjusted net income

 

$

5,376

 

 

$

2,938

 

 

 

 

 

 

 

 

 

 

Adjusted net income per common share - basic and diluted

 

$

0.11

 

 

$

0.06

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

49,437,930

 

 

 

49,085,545

 

Diluted

 

 

50,705,434

 

 

 

50,642,953

 

 

(In thousands)

 

Three Months Ended September 30,

 

Reconciliation of net income to adjusted EBITDA

 

2018

 

 

2017

 

Net income attributable to common stockholders

 

$

2,572

 

 

$

316

 

Preferred stock dividends

 

 

511

 

 

 

511

 

 

 

 

 

 

 

 

 

 

Net income attributable to Radiant Logistics, Inc.

 

 

3,083

 

 

 

827

 

Income tax expense

 

 

977

 

 

 

626

 

Depreciation and amortization

 

 

3,633

 

 

 

3,575

 

Net interest expense

 

 

777

 

 

 

764

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

8,470

 

 

 

5,792

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

331

 

 

 

350

 

Change in contingent consideration

 

 

(95

)

 

 

(300

)

Acquisition related costs

 

 

4

 

 

 

78

 

Litigation costs

 

 

137

 

 

 

24

 

Lease termination costs

 

 

 

 

 

107

 

MM&D start-up costs

 

 

 

 

 

347

 

Foreign exchange loss (gain)

 

 

(34

)

 

 

85

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

8,813

 

 

$

6,483

 

Adjusted EBITDA as a % of Net Revenues

 

 

16.1

%

 

 

14.2

%

 

 

7

Exhibit 99.2

Radiant Logistics, Inc. (NYSEMKT:RLGT) Q1 2019 Earnings Conference Call November 8, 2018 4:30 PM ET

Executives

Bohn Crain - Founder and Chief Executive Officer

Todd Macomber - Chief Financial Officer

Analysts

Kevin Sterling - Seaport Global Securities

Jeff Kauffman - Loop Capital Markets

Operator

Good afternoon. This is your conference operator. This afternoon, Bohn Crain, Radiant Logistics' Founder and CEO of Radiant; and Radiant's Chief Financial Officer, Todd Macomber, will discuss financial results for the company's First Fiscal Quarter Ended September 30, 2018. Following their comments, we will open the call to the questions. This conference is scheduled for 30 minutes. This conference call may include forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.

The company has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the company that may cause the company's actual results or achievements to be materially different from the results or achievements expressed or implied by such forward-looking statements.

While it is impossible to identify all the factors that may cause the company's actual results or achievements to differ materially from those set forth in our forward-looking statements, such factors include those that have in the past and may in the future be identified in the company's SEC filings and other public announcements, which are available on the Radiant website at www.radiantdelivers.com. In addition, past results are not necessarily an indication of future performances.

Now, I'd like to pass the call over to Radiant's Founder and CEO, Bohn Crain. Mr. Crain.

Bohn Crain

Thanks operator. Good afternoon everyone and thank you for joining in on today’s call. We are pleased to report strong results in the continued broad-based improvement in our financial performance for the quarter ended September 30, 2018.

We posted revenues of $218.9 million, up $20.9 million or 10.6%; net revenues of $54.9 million, up $9.3 million or 20.4%; net income allocable to common shareholders of $2.5 million, up $2.2 million; adjusted net income allocable to common shareholders of $5.3 million, up $2.4 million or 82.8%; and adjusted EBITDA of $8.8 million, up $2.3 million or 35.4% over the comparable prior year period.

Our net revenue margins also improved, up 210 basis points to 25.1% from 23% for the comparable prior year period. In addition, we also saw improvement in our adjusted EBITDA margins, up 190 basis points to 16.1% from 14.2% for the comparable prior year period.

 


 

 

 

We saw good improvement across the organization and excluding intracompany eliminations, we reported U.S. revenues of $191.2 million, up $16.3 million and 9.3%, and Canadian revenues of $27.7 million, up $4.1 million and 17.6% for the comparable prior year period. For net revenues, our U.S. operations reported $47.1 million, up $6.6 million and 16.2%; and our Canadian operations reported $8.5 million, up $2.9 million and 51.8% over the comparable prior year period.

On the technology front, we also continue to make steady progress on the deployment of our new SAP transportation management system and have begun to deploy the application in several of our strategic operating locations. As we previously discussed, we believe our ongoing investment in technology provides us with the unique opportunity to deliver a state-of-the-art technology platform for our strategic operating partners and the end customers that we serve.

At the same time, our new technology set will enable a number of productivity initiatives to stream-line our back-office processes and accelerate the realization of back-office cost synergies associated with existing and future acquisitions and can ultimately help facilitate revenue synergies across the platform.

With that, I’ll turn it over to Todd Macomber, our CFO to walk us through some of our detailed financial results and then we’ll open it up for some Q&A.

Todd Macomber

Thanks Bohn and good afternoon everyone. Today, we will be discussing our financial results, including adjusted net income and adjusted EBITDA for the three months ended September 30, 2018. For the three months ended September 30, 2018 we reported net income allocable to common stockholders of $2.572 million on $218.9 million of revenues, or $0.05 per basic and fully diluted share.

For the three months ended September 30, 2017, we reported net income allocable to common stockholders of $316,000 on $198 million of revenue, or $0.01 per basic and fully diluted share, which included a $300,000 gain on contingent consideration and $107,000 of transition and lease termination costs. This represented an increase of approximately $2.256 million over the comparable prior year period.

For the three months ended September 30, 2018, we reported adjusted net income attributable to common stockholders of $5.376 million. For the three months ended September 30, 2017, we reported adjusted net income attributable to common stockholders of $2.938 million. This represents an increase of approximately $2.438 million or approximately 83%.

For adjusted EBITDA, we reported adjusted EBITDA of $8.813 million for the three months ended September 30, 2018, compared to adjusted EBITDA of $6.483 million for the three months ended September 30, 2017. This represents an increase of $2.330 million or approximately 35.9%.

With that, I will turn the call back over to our moderator to facilitate any Q&A from our callers.

Question-and-Answer Session

Operator

Thank you. [Operator Instructions] The first question is from Kevin Sterling, Seaport Global Securities. Please go-ahead sir.

Kevin Sterling

Thank you. Good afternoon, Bohn and Todd. How are you?

 

 

 

 


 

 

 

Bohn Crain

Good. How are you?

Todd Macomber

Doing well.

Kevin Sterling

I’m doing well. Thank you and congrats on another very nice quarter, two in a row.

Todd Macomber

Thank you.

Kevin Sterling

Yes. Now, it seems like you really got things rolling. And along those lines, are you at a point, Bohn, where the model is, you're growing double-digit top line, but your net revenue is growing faster than your top line? We saw that this quarter. Is that how we should look at Radiant Logistics now?

Bohn Crain

Yes. That kind of gets to the scalability of the business and kind of our – the marginal cost of supporting incremental business across the platform. And that's kind of historically when people have asked about, how we should think about modeling, the organic growth of the business. We’ve said, kind of mid-single digit top-line growth, but solid double-digit growth at the EBITDA line item, and that’s really kind of what we’ve seen here.

I think one point of clarification is, I’m hearing myself say it, is we like to hold the conversation at the gross margin line, right, or the net revenue line, but we’ve been investing and organic growth initiatives. We’re seeing the benefits of those efforts manifesting themselves at the gross margin line and then we’re seeing the leverage of the back office amplifying that effect getting more and more dollars to the bottom line.

And this quarter was the first quarter in a while where we’ve actually been able to report solid growth on the gross margin percentage as well. I think it was up right at 200 basis points worth of improvement on the comparable year-over-year period. So, a lot of the repricing of contracts and some of the things that we’ve talked about on prior quarters all of those things have come forward and materialized as we had previously described.

Kevin Sterling

Yes. No. That's why I wanted to leave with that question because to me, it looks like it's beginning to happen. And just listen to you talk, I think that's how we need to think about it going forward. So, the fruits of your labor probably paying off, so congrats.

Bohn Crain

Thank you.

Kevin Sterling

You mentioned organic growth, can you talk to us a little bit about what that was like in the quarter?

 

 

 

 


 

 

 

Bohn Crain

This is a pretty clean quarter. We have one very, very small tuck-in acquisition, the Sandifer acquisition. That would have been in September of last year, but it is really insignificant in almost all respects in terms of the financial metrics. So, the numbers that you're seeing here, for all intents and purposes are organic.

Kevin Sterling

Wow. Okay, great. Let me ask you a big picture question. Now that we’ve gotten a new, I guess you want to call it NAFTA deal done with Canada, assume – as we think about – as your agents are out there selling business, is this an easy environment now to do so that we've got some of those headwinds out of the way? How should we think about new deal in Canada in positive impacting your business?

Bohn Crain

I think it will help people who don’t necessarily have the benefit of seeing our Q yet, which will be filed here in a little bit. So, it’s not necessarily jumping out in the form of the press release, but one of the good news stories here is the performance of our Canadian segment. The guys up north have just done an outstanding job. And we were admittedly a little slow out of the gate in terms of our wills acquisition in the financial performance of Wheels because of a number of reasons beyond our control, but the bundling strategy that we’ve talked about historically and value-added services in combination with kind of our core transportation service offering in Canada has really gotten traction and their comparative year-over-year results are really exciting and we just couldn’t be happier with the performance of that leadership team in Canada and what they’ve been able to do.

Kevin Sterling

Well, great. Yes, and I saw some of the growth, they look pretty phenomenal, so thank you for help with that. Also, here we are in the second week of November, can you talk to us a little bit about the trends you have seen so far in the month of October, as well as maybe early November just from a freight perspective and an impact on your business?

Bohn Crain

I think we and the others remain pretty bullish in terms of what we are seeing out there. So, I think, I don’t want to get too far out over my skis, but we expect this positive trend to continue, at least into this quarter in response to your question, we see nothing on the immediate horizon, which would suggest back tracking.

Kevin Sterling

Okay, thank you. Same here. So, last question for me Bohn, it looks like you paid down some debt in the quarter and may be added 1 million to your cash position, so by my back of the envelope math, it looks like you may have generated this quarter between 5 million to 6 million of free cash flow, is my math, right?

Bohn Crain

Yes. That’s right. So, cash from operations in the cash flow statement, which people will see in the Q, we will see right that $5.8 million of cash from operations for the quarter.

Kevin Sterling

 

 

 

 


 

 

 

Okay, great. Looking at my model it’s probably one of the best numbers you reported in a few years. So, congrats.

Bohn Crain

Thank you very much.

Kevin Sterling

Thank you for your time today. Appreciate it.

Operator

The next question is from Jeff Kauffman, Loop Capital Markets. Mr. Kauffman, please go ahead.

Jeff Kauffman

Hi guys, can you hear me?

Bohn Crain

Hi, Jeff. Yes, we can. Loud and clear. Welcome back.

Jeff Kauffman

Thank you very much. Good to be back and congratulations, fantastic quarter.

Bohn Crain

Thank you.

Jeff Kauffman

I want to follow-up Kevin's line of thinking because it’s interesting, if you look at the stock market, they seem to be predicting the end of days here and there is a lot of uncertainty, we got a lot of levers moving around with trade and tariff. Some people are saying there was early shipping because people want to avoid the tariffs, and just all kinds of speculation. I think you said from where you stand, this feels real, this feels solid, but are you able to look at your businesses and get a sense from maybe where the strengths might have been stronger, are you seeing any acceleration in certain industries or certain geographies or are you seeing any deceleration, can you try and put a little bit of context around kind of what parts of the business have been moving forward, what parts of the business are kind of sitting in place?

Bohn Crain

At a high level, certainly one of the most exciting aspects of the story I think is just organic growth, and it’s come from almost every aspect of the business in a meaningful way, both in Canada and just our base, what I’ll call, our core forwarding operations, which is really the heartbeat of the financial health of the organization. We’re doing really well. The, kind of the area that had been the weakest most recently was the Clipper operations, by operation with what was going on with capacity and kind of the whipsawing effect and rail service and the ability for us to recapture market share in terms of the intermodal traffic and the repricing of contract.

So, we’ve been kind of working our way through that. So, if we had a laggard, it was Clipper. And Clipper itself is starting to kind of, one, it is the smallest component part in the mix, so we're kind of

 

 

 

 


 

 

 

down a little bit in the weeds probably talking about a piece of the business that represents 10% of the pie to begin with, but even that group is doing better on a year-over-year basis as we are heading in the right direction. We have been able to reprice the contracts that we talked about historically and so there too, I think we certainly believe are heading up rather than sideways in terms of the performance of that particular business.

Jeff Kauffman

And I think both you and Todd had alluded to productivity improvements, can you talk a little bit about what you are seeing there and kind of give us an idea of what inning you are in terms of the rollout of your technology platforms?

Bohn Crain

Yes, well it’s certainly early innings, but as we think about productivity improvements per se, like I believe this quarter and then just to kind of frame the conversation a little bit, we like to talk about it in terms of EBITDA as a function of gross margin. I think, we've printed 16.1% this quarter. That may be, if not the highest in the history of the company, it’s right up there, and in terms of the performance of the business, and I think there is lots of incremental opportunities as we continue to move forward. We have and continue to invest in SAP and there’s a couple of different aspects of that.

One is, the TMS operating system, which we're working through the deployment of, and the other is some more back office oriented in terms of financial accounting and processing in some of those area and we're kind of fully installed on the accounting platform for SAP having gone through that upgrade and there’s any number of productivity initiatives that we have underway whether it’s trading partner connectivity or electronic invoicing or quick pay and OCR technologies to streamline processes here in our back office that we’re really excited about.

So, we kind of have a, kind of this very robust foundation now from a technology standpoint and back office to kind of head down a lot of different very interesting rabbit trails that each in their own right can drive kind of incremental value and leverage to the platform. So, some of that may not sound too sexy, but in terms of financial drivers and kind of just making the back office a lean, mean fighting machine, we're really excited about where we sit and what our opportunities are within that frame going forward.

Jeff Kauffman

It’s funny you mentioned the lean, mean, fighting machine. I was just told that my reference to Tommy Boy was 23 years old, but I think [indiscernible].

Bohn Crain

We're showing our age. We're showing our age.

Jeff Kauffman

Well congratulations. This was a terrific quarter, and I'm very happy for you guys thank you.

Bohn Crain

Thank you.

Todd Macomber

Thank you.

 

 

 

 


 

 

 

Operator

[Operator Instructions] Mr. Crain, there are no further questions at this time. Can I turn the conference over back to you?

Bohn Crain

Absolutely. Let me close by saying that we remain very excited with our progress and prospects here at Radiant, and we remain very bullish on the growth platform that we've created. We are encouraged by our improving results and remain committed to our long-standing strategy to deliver profitable growth through a combination of organic and acquisition growth initiatives.

Our now more than 10-year first to market advantage in executing our multi-brand strategy and consolidating agent-based forwarding networks ongoing investment in technology and low leverage on our balance sheet puts us in a unique position to further support consolidation in the marketplace.

We’re patiently persistent in the pursuit of this long-term vision, which we believe over time will deliver meaningful value for our shareholders, our operating partners, and the end customers that we serve. Thanks for listening and your support of Radiant Logistics.

Operator

This concludes today's conference. Thank you for dialing in.

 

 

 

 

 

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