UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) February 10, 2020

RADIANT LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

405 114^th Avenue, S.E., Third Floor

Bellevue, Washington 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:

Securities registered pursuant to Section 12(b) of the Act:

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

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 February 10, 2020, Radiant Logistics, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended December 31, 2019. A copy of the press release, dated February 10, 2020, is furnished as Exhibit 99.1 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 Attributable to Common Stockholders, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin. 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 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

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.

Exhibit 99.1

RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE SECOND fiscal quarter ENDED December 31, 2019

Company feels impact of industry-wide headwinds; in line with Company’s predicted results,

revenues and earnings generally flat (compared to prior quarter)

and down (compared to record results of the prior year quarter)

BELLEVUE, WA February 10, 2020 – Radiant Logistics, Inc. (NYSE American: RLGT), a third-party logistics and multimodal transportation services company, today reported financial results for the three and six months ended December 31, 2019.

Second Fiscal Quarter Financial Highlights (Quarter Ended December 31, 2019)

Acquisition Update

Earlier today, the Company announced that it had purchased the assets and operations of two of its Adcom agency locations acquiring Alexandria, Virginia based Friedway Enterprises, Inc. (“Friedway”) and Pittsburgh, Pennsylvania based CIC2, Inc. (“CIC2”) through its wholly-owned subsidiary, Radiant Global Logistics, Inc. Friedway and CIC2 are expected to transition to the Radiant brand and will continue to provide a full range of domestic and international services from the mid-Atlantic region.

Stock Buy-back

For the quarter ended December 31, 2019, the Company spent $1.0 million repurchasing 189,558 shares of its common stock at an average price of $5.28 per share. On February 4, 2020, the Company announced the renewal of its stock buy-back program authorizing the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2021. As of February 3, 2020, the Company had 49,676,263 shares outstanding.

CEO Comments

“We are very pleased to report another quarter of solid financial results for the second quarter ended December 31, 2019 in what was generally recognized as a tough economic environment,” said Bohn Crain, Founder and CEO. “We posted Adjusted EBITDA of $9.4 million on revenues of $201.9 million, and net revenues of $56.0 million for the quarter ended December 31, 2019. As we had anticipated, our results were relatively flat on a sequential basis as we did not see the traditional peak season trade flows that we would generally expect for the calendar fourth quarter of the year. On a sequential quarterly comparison, revenues of $201.9 million were up $1.4 million or 0.7%; net revenues of $56.0 million were up $0.5 million or 0.9%; and adjusted EBITDA of $9.4 million was down $0.3 million or 3.2%, over the quarter ended September 30, 2019.

A number of factors contributed to difficult comparisons to our record results in the year ago period, including (1) the non-recurring disaster relief project work reported in the year ago period, (2) our decision to exit certain lower margin business earlier in calendar 2019, and (3) general market softness associated with slower global trade and margin pressures on our brokerage operations associated with excess truck capacity that exists in the marketplace. Notwithstanding these market headwinds, we saw our net revenue margins improve 320 basis points over the comparable prior year period, which helped us to deliver the $9.4 million in adjusted EBITDA and over $6.2 million in cash from operations for the quarter ended December 31, 2019.”

Crain continued: “In addition, this last quarter we also took the opportunity to begin buying in our stock, and for the quarter ended December 31, 2019, we spent $1.0 million repurchasing 189,558 shares of our common stock at an average price of $5.28 per share. As we have previously discussed, we believe the current share price does not accurately reflect Radiant’s long-term growth prospects and in that regard recently announced the renewal of our stock buy-back program authorizing the repurchase of up to 5,000,000 shares of our common stock through December 31, 2021.

We also made some very recent progress on the acquisition front and earlier today announced the purchase of two of our Adcom agency locations acquiring Alexandria, Virginia based Friedway Enterprises, Inc. and Pittsburgh, Pennsylvania based CIC2, Inc., both owned by our long-term operating partner Bonnie Knoedler. Supporting our operating partners in the transition to a company owned model remains a significant opportunity inherent in the Radiant Network.

Looking forward, we remain committed to our long-standing strategy to deliver profitable growth through a combination of organic and acquisition growth initiatives. We will continue to make investments in our technology platform and incremental sales resources to drive organic growth.  At the same time, we continue to enjoy low leverage on our balance sheet, strong free cashflow and continue our disciplined search for additional acquisition opportunities, which we believe, over time, will deliver meaningful value for our shareholders, our operating partners and the end customers that we serve. As we continue along this path, our stock buy-back program will remain an integral part of how we think about capital allocation, acquisition multiples and the use of our free cashflow.”

Second Fiscal Quarter Ended December 31, 2019 – Financial Results

For the three months ended December 31, 2019, Radiant reported net income attributable to common stockholders of $2.6 million on $201.9 million of revenues, or $0.05 per basic and fully diluted share. For the three months ended December 31, 2018, Radiant reported net income attributable to common stockholders of $3.8 million on $260.9 million of revenues, or $0.08 per basic and $0.07 per fully diluted share.

For the three months ended December 31, 2019, Radiant reported adjusted net income attributable to common stockholders of $6.3 million, or $0.13 per basic and $0.12 per fully diluted share. For the three months ended December 31, 2018, Radiant reported adjusted net income attributable to common stockholders of $8.2 million, or $0.16 per basic and fully diluted share.

For the three months ended December 31, 2019, Radiant reported Adjusted EBITDA of $9.4 million, compared to $12.5 million for the comparable prior year period.

Six Months Ended December 31, 2019 – Financial Results

For the six months ended December 31, 2019, Radiant reporting net income attributable to common stockholders of $5.8 million on $402.5 million of revenues, or $0.12 per basic and $0.11 per fully diluted share. For the six months ended December 31, 2018, Radiant reported net income attributable to common stockholders of $6.3 million on $479.8 million of revenues, or $0.13 per basic and $0.12 per fully diluted share.

For the six months ended December 31, 2019, Radiant reported adjusted net income attributable to common stockholders of $12.8 million, or $0.26 per basic and $0.25 per fully diluted share. For the six months ended December 31, 2018, Radiant reported adjusted net income attributable to common stockholders of $13.5 million or $0.27 per basic and fully diluted share. 

For the six months ended December 31, 2019, Radiant reported Adjusted EBITDA of $19.1 million, compared to $21.3 million for the comparable prior year period.

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Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Monday, February 10, 2020 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

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/2191/32954.

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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 our recently acquired agency operations to maintain and grow their 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.

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RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

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RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

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Reconciliation of Non-GAAP Measures

RADIANT LOGISTICS, INC.

Reconciliation of Total Revenues to Net Revenues, Net Income Attributable to Common Stockholders
to Adjusted Net Income Attributable to Common Stock, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

(unaudited)

As used in this report, Net Revenues, Adjusted Net Income Attributable to Common Stockholders, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Net Revenues, Adjusted Net Income Attributable to Common Stockholders, 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 Attributable to Common Stockholders, management uses a 24.5% tax rate 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 Attributable to Common Stockholders, 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, change in fair value of contingent consideration, transition costs, lease termination costs, acquisition related costs, litigation costs, amortization of debt issuance costs, and issuance costs for preferred stock redemption.

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, redemption of preferred stock, 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 Attributable to Common Stockholders, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin 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.

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