Exhibit 99.1
(NYSE-MKT: RLGT)
February 2014
Exhibit 99.1
This presentation may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us and our affiliate companies, 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. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those identified in our other Securities and Exchange Commission filing and other public documents, including our Annual Report on Form 10-K filed on September 30, 2013, which can be found on our corporate Web site, www.radiantdelivers.com.
Page 1
Our Mission
To build a global transportation and logistics company through organic growth and the strategic acquisition of best-of-breed non-asset based transportation and logistics providers.
Page 2
Overview
Page 3
What We Do
Non-Asset based 3rd Party Logistics Provider (3PL)
As we don’t own the transportation assets, our ongoing CAPEX requirements are minimal
Providing customized time critical domestic and int’l transportation and logistics solutions
Shipments are generally larger than shipments handled by integrated carriers of primarily small parcels such as UPS or Federal Express
From 90+ Company-owned and exclusive independent agent offices across North America
One of the largest network footprints in our industry
Servicing a diversified account base including manufactures, distributors and retailers
No single account is greater than 5% of our revenue
Leveraging a proprietary dedicated line haul network
Reaching 25 airports with regularly scheduled service
Using a network of independent carriers and international agents around the world
Resulting in an attractive business model with high level of operating flexibility
With relatively no direct or fixed operating costs, we enjoy a scalable business model that allows us to respond quickly in economic downtowns
We also enjoy significant operating leverage in an economic recovery
Page 4
Background
In October of 2005, we launched Radiant Logistics, Inc. as a public company (OTC:RLGT) and in January of 2006, we acquired 100% of the stock of Airgroup Corporation, then generating +/-$50.0M in domestic and international freight forwarding revenues through a network of 34 exclusive agent offices across North America
Through organic expansion we generated run-rate revenues of +/- $100.0M for FYE June 30, 2008 from an expanded 40 location network
Acquired additional network brands in September of 2008, with Adcom Worldwide adding another 30 stations and contributing an additional +/- $60.0M in revenues and again in April of 2011, with Distribution By Air, adding another 26 stations contributing an additional +/- $90.0M in revenues
Acquired large individual station locations participating in competitor networks, with Laredo, TX-based, Isla International, Ltd in December of 2011 adding +/- $30.0 million in revenues and providing our gateway to Mexico and again in February of 2012 and with New York-JFK based, ALBS adding $20.0 million in revenues and serving as our strategic international gateway at JFK
In January of 2012, we completed our up-listing to the NYSE Marketplace (NYSE MKT: RLGT)
In late 2012, we began converting agent stations to company-owned stores , acquiring operating partners Marvir Logistics (Los Angeles, CA) and International Freight Systems (Portland, OR)
In October of 2013, we acquired Phoenix, AZ- based On Time Express giving us a proprietary dedicated line-haul network with regularly scheduled service to 25 airports across the country.
Page 5
On Time Express – October 1, 2013
$20 million base purchase price structured with earn-outs
At closing $7.5 million in cash and $500,000 in Company common stock; $2.0 million payable in four quarterly installments commencing on the 90-day anniversary of the closing, and an additional $10.0 million payable over the next four years in a combination of cash and Company common stock based on the future performance of On Time
Additional performance-based incentive calculated as an amount equal to fifty (50%) percent of the amount, if any, by which the cumulative Adjusted EBITDA (as defined within the Stock Purchase Agreement) exceeds $16.0 million.
Non-asset based business model using owner-operators to provide dedicated line haul network with regularly schedule service to 25 airports
Delivering customized time critical domestic and international logistics solutions to an account base that includes customers in the aviation, aerospace, plastic injection molding, medical device, furniture and automotive industries
In addition to continuing to grow its own account base, On Time will provide transportation capacity to the Company’s 90+ locations across North America via its dedicated line haul network (LTL and Ground Expedite (deferred air)
A catalyst for margin expansion and a competitive differentiator to help us secure new end customers and attract additional agent stations to our network
Expected to to contribute an incremental $3.5-$4.0 million in adjusted EBITDA on approximately $26.0
- $28.0 million in revenues on an annual basis
Page 6
On Time Express – Line Haul Network
Dedicated Line Haul Network supporting Radiant’s 90+ locations across North America.
Page 7
Acquisition History
Revenue
$337MM 2013 $337 MM
2005 – 2013 On Time Radiant
Radiant Express Logistics
Logistics Pro forma
2012 Revenues
Organic Revenues
ALBS $28MM
2011 Revenues
Logistics
2011 ISLA Growth
Revenues
DBA Revenues $49MM
Distribution $20MM
2008 $25MM
Adcom Revenues
2006 Worldwide $92MM
Automotive Revenues
Services $60MM
$51MM Group
2005 Revenues
Revenues $12MM
$51MM
Timeline
2005 2006 2008 2011 2011 2012 2013 Present
Note: June 30 fiscal year end
Significant experience executing and integrating attractive acquisition targets
Page 8
Strategic Direction – The “Gray Tail”
Structural changes resulting from industry deregulation (1) and the natural “graying” of industry pioneers provides an opportunity to support the logistics entrepreneur in transition
Uniquely positioned to bring value to the logistics entrepreneur
Leveraging our status as a public company to provide network participants with a framework to share in the value that they help create.
Solid platform in terms of network, people, process and technology to “scale” the business.
Ideal long term partner in terms of succession planning and liquidity
Systematically, we plan to convert key agent-based offices to company-owned offices and strategically acquire and integrate other additional non-asset based operations with a focus on international trade gateways, including Los Angeles, New York, Seattle, Chicago, Miami, Dallas and Houston
Radiant has identified and is in varying stages of due diligence with a select number of potential acquisitions
Structural changes within the freight forwarding community are under way as a result of deregulation in our industry 30 years ago
(1) Domestic All-Cargo Deregulation Statue of 1977 and 1979 Amendments to the Federal Aviation Action deregulated domestic cargo services in the U.S.
Page 9
$21.0M in Non-Dilutive Growth Capital – December 2013
Redeemable, Perpetual Preferred Stock; publically traded as RLGT-PA
Dividends —9.75%, quarterly cash pay
Maturity – Perpetual
Redemption – Non-call 5 years, thereafter at par plus accrued and unpaid dividends
Use of Proceeds – Retired 13.5% mezzanine debt and substantially reduced amounts outstanding under the Company’s $30.0M senior credit facility with Bank of America.
The Company has meaningful access to low-cost capital via its senior facility with Bank of America to continue to execute its growth strategy.
Page 10
The Network
Page 11
The Radiant Network Brands
Page 12
Dense Geographical Footprint – Over 90 Stations in the US
13 Company owned
stations in major
port and logistics
centers
79 Agent owned
stations in 27 states
Radiant’s growing
critical mass and
market reputation
makes it increasingly
attractive to new
agents looking to Agency Owned
join its network
Company Owned
Conversion of agent locations to company owned stores (through agent buyouts) represents high quality growth opportunity
Page 13
Highly Diversified Customer Base
Industries Served
Radiant serves over 3,000 individual
customers
No single agency station accounts for
more than 5% of net revenues Manufacturing &
Aviation & Automotive Military & Government Consumer Goods
Top 5 agency stations account for less
than 20% of net revenues
Top 10 customers account for only Medical, Healthcare &
Industrial & Farm Electronics & High Tech
20% of net revenues Pharmaceuticals
Best in class customer service
Trade Shows, Events &
Oil & Gas/Energy Retail
Advertising
Page 14
Network Attributes
Net Revenues by Geography Net Revenues by Location Ownership
Company
Owned
International 25%
30%
Domestic Independent
70% Agents
75%
Strong margin expansion potential in company-owned locations through agent
conversions and reaching critical mass in international markets
Page 15
Experienced Management Team
Bohn Crain
Chairman & CEO
Founder, Chairman and CEO since October 2005
20 years of industry and capital markets experience in transportation and logistics, including over 10 years at CSX
Bachelor of Business Administration with a focus on Accounting from the University of Texas
Todd Macomber
Senior Vice President and CFO
Senior Vice President and Chief Financial Officer since March 2011
Served as SVP and Chief Accounting Officer since Aug. 2010; VP and Corporate Controller since Dec. 2007
Bachelor of Arts with a focus on Accounting from Seattle University
Dan Stegemoller
COO of Radiant Global Logistics
Senior Vice President and Chief Operating Officer since August 2007
35 years of experience in the transportation industry including Forward Air and Federal Express
Bart Wilson
COO of On Time Express
Previously served as President and CEO of On Time Express
Arizona State University degree in Supply Chain Management
Page 16
Scalable Technology Platform
Web Portal
(Unified User Interface)
Fulfillment/Order Mgmt
SAP Transportation
Accounting Management
Package
Warehouse Int’l Trade
Management Compliance
Intransit Visibility
In -Transit
Radiant enjoys a robust proven technology platform that can support its growth.
Page 17
Financial Highlights
Page 18
Consistent Revenue and Earnings Growth
$350 $337 $ 14.3 $ 15
$311
$297
$280 $ 12
$ 10.2 Adjusted
$210 $204 $9
$ 7.7
$ $7.1
$147 EBITDA
$137 2
$140 $6 $
Revenue in
$100 $4.1
$3.8
$76
Gross $70 $3 millions)
$27 $1.3 $1.5
$0.7
$0 $0
2006 2007 2008 2009 2010 2011 2012 2013 2013 Pro foma 1
Adjusted EBITDA 2 ($ millions)
Gross Revenue ($ in millions)
(1) Pro forma for the acquisition of On Time Express
(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Company’s public filings for a reconciliation of EBITDA and Adjusted EBITDA to net income.
Revenue Adjusted EBITDA
Note: June 30 fiscal year end
Page 19
Leveraging the Agent Based Model
FY 2011 Pro forma FY 2013
Purchased Purchased
$204MM Transportation $337MM Transportation
69.3% 71.8%
100% 100%
Agent
$63MM Commissions Agent
$95MM Commissions
$141MM $242MM
68.2% 1 55.8%1
30.7% 28.2% 1
| 1 |
|
14.7% |
$43MM 20.7% 1 11.1% $53MM 29.5% 1 $14MM
$7MM
$13MM $28MM
Gross Net Radiant Adjusted Gross Revenues Net Radiant Adjusted
Revenues Revenues Personnel, SGA EBITDA Revenues Personnel, SGA EBITDA
Note: June 30 fiscal year end & Other Costs & Other Costs
Attracting new agents to the network increases earnings, and converting existing independent agents to company owned stores can further increase earnings dramatically
| (1) |
|
Expressed as a percentage of Net Revenues |
Page 20
The Benefits of Acquiring Agent Forwarders
Illustrative Example
$337MM Transportation Purchased Agent Financials
$53MM SG&A
Duplicative
back office
costs
$13MM
$40MM
Agent 20
$95MM Commissions
$242MM Commissions Agent Profit
Revenue
$53MM
$14MM
$28MM
Radiant Radiant Net Radiant Adjusted
Revenues Revenues Personnel, SGA EBITDA
& Other Costs
Benefit of the acquisition of independent agents:
Target well known to Radiant through longstanding relationship
Purchase multiple typically very accretive
Significant percentage of purchase price structured as an earn-out
Radiant captures agent profits and eliminates duplicative overhead
Retiring agent realizes a liquidity event
Radiant’s network of agents provides a pool of attractive acquisition opportunities
Page 21
Adjusted EBITDA
(Amount in 000’s) Annual Quarterly Trend
FYE 6/30/13 FQE 3/31/13 FQE 6/30/13 FQE 9/30/13 FQE 12/31/13
(Actual) (Actual) (Actual) (Actual) (Estimated)
Revenue $ 310,835 $ 72,790 $ 80,719 $ 76,702 $ 80,000—$ 90,000
Net Income $ 3,657 $ 882 $ 2,352 $ 1,092 $751—$1,088
Interest expense—net 2,000 489 512 519 597
Income tax expense 2,371 1,167 1,262 651 478—685
Depreciation & Amortization 3,944 932 877 830 1,265
EBITDA $ 11,972 $ 3,470 $ 5,003 $ 3,092 $3,092—$3,635
Stock-based comp. and other non-cash charges 369 101 63 133 118
Acquisition related costs 105 13 52 66 75
Gain on litigation settlement (368) — — — -
Gain on change in contingent consideration (2,825) (675) (1,875) (195) 35
Lease termination costs 1,439 — — — -
Adjusted EBITDA $ 10,692 $ 2,909 $ 3,243 $ 3,096 $3,319—$3,863
Page 22
Adjusted Net Income and Adjusted EPS
(Amount in 000’s) Annual Quarterly Trend
FYE 6/30/13 FQE 3/31/13 FQE 6/30/13 FQE 9/30/13 FQE 12/31/13
(Actual) (Actual) (Actual) (Actual) (Estimated)
Net Income $ 3,657 $ 882 $ 2,352 $ 1,092 $751—$1,088
Net income per share
Basic $ 0.11 $ 0.03 $0.07 $0.03 $0.02—$0.03
Diluted $ 0.10 $ 0.02 $0.07 $0.03 $0.02—$0.03
Weighted average share outstanding
Basic shares 33,036,270 33,091,774 33,337,362 33,337,362 33,600,000
Diluted shares 35,493,359 35,748,483 36,013,623 35,987,483 36,250,000
Reconciliation of net income to adjusted net income:
Net income $ 3,657 $ 882 $ 2,352 $ 1,092 $751—$1,088
Adjustments to net income:
Income tax expense 2,371 1,167 1,262 651 479-685
Depreciation and amortization 3,944 932 877 830 1,265
Change in contingent consideration (2,825) (675) (1,875) (195) -
Gain on litigation settlement (368) — — — -
Lease termination costs 1,439 — — — -
Acquisition related costs 105 14 52 65 -
Severance and transition costs 105 — — — -
Non-recurring legal costs 306 78 103 16 75
Amortization of loan fees 281 72 74 78 75
Adjusted net income before taxes $ 9,015 $ 2,470 $ 2,845 $ 2,537 $2,645—$3,189
Provision for income taxes at 38% 3,426 939 1,081 964 1,004—1,211
Adjusted net income $ 5,589 $ 1,531 $ 1,764 $ 1,573 $1,640—$1,977
Adjusted net income per common share:
Basic $ 0.17 $ 0.05 $ 0.05 $ 0.05 $0.05—$0.06
Diluted $ 0.16 $ 0.04 $ 0.05 $ 0.04 $0.04—$0.05
Page 23
Understanding our Debt (Pro Forma for On Time and Preferred)
(Dollars in Millions) Pro Forma @ 10/1/13—Includes Preferred Raise and Caltius payoff as if occurred on 9.30.13
Preferred
BASE @ Equity PAY OFF
9.30.13 Raise (1) CALTIUS OTE (2) Total (3)
Senior Credit Facility $ 17.0 (19.3) (a) $ 8.0 $ — $ 5.7
Subordinated Debt 8.0 — (8.0) — $ -
Original Issue Discount (0.8) — 0.8 — $ -
Debt Issuance Costs (0.5) — 0.5 — $ -
Subordinated Debt, net 6.7 — (6.7) — -
Other Debt
Seller Notes 0.8 — — 2.0 $ 2.8
Due to shareholder 0.3 — — 1.3 $ 1.6
Lease Termination 0.8 — — — $ 0.8
Total Other Debt 1.9 — — 3.3 5.2
Total Debt per F/S (1) $ 25.6 $ (19.3) $ 1.3 $ 3.3 $ 10.9
Original Issue Discount 0.8 — (0.8) — $ -
Debt Issuance Costs 0.5 — (0.5) — $ -
Cash and cash equivalents (8.8) — — — $ (8.8)
Adjusted Debt, net of cash (1) $ 18.1 $ — $ (0.0) $ — $ 2.1
| (1) |
|
$21.0M in gross proceeds less underwriting discounts of approx $1.3M and other costs of approx. $0.4M. |
| (2) |
|
$7.0M of the OTE purchase price was drawn against BofA credit facility at 9/30/13 in advance of the October close. |
| (2) |
|
Excludes contingent purchase price on acquisitions. |
Page 24
Valuing Our Stock – EBITDA
(Dollars in Millions)
@8x @10x @12x
Run-Rate EBITDA 16.0 16.0 16.0
Valuation Multiple (8x-12x) 8x 10x 12x
Enterprise Value 128.0 160.0 192.0
Less:
Debt (2.1) (2.1) (2.1)
Redeemable Perpetual Preferred (21.0) (21.0) (21.0)
Value of Common Equity (1) 104.9 136.9 168.9
Fully Diluted Outstanding 36.8 36.8 36.8
Price per Share $ 2.85 $ 3.72 $ 4.59
| (1) |
|
Excludes contingent purchase on acquisitions. |
Page 25
Acquisition Verticals
Contract Customs Forwarding Truck Intermodal
Logistics Brokerage Brokerage (IMC)
Free- Agent
Standing Conversions
Forwarders Agent based
Forwarding
Networks
Page 26
Leveraging the Platform to Create Shareholder Value
(Dollars in Millions) Adjusted
@10x Acquistions Pro Forma Synergies Pro Forma
Run-Rate EBITDA 16.0 12.0 28.0 2.0 30.0
Valuation Multiple (8x-12x) 10x 10x 10x
Enterprise Value 160 280 300
Less:
Debt (2.1) (30.0) (32.1) (32.1)
Redeemable Perpetual Equity (21.0) (21.0) (21.0)
Equity Value (1) 136.9 226.9 246.9
Fully Diluted Outstanding 36.8 36.8 36.8
Price per Share $ 3.72 $ 6.17 $ 6.71
| (1) |
|
Excludes contingent purchase on acquisitions. |
Page 27
Radiant Logistics – Investment Highlights
Non-asset based Transportation
Dense Geographical Footprint and Logistics Service Provider Proven M&A Capability
Over 90 Stations in the USA: • Low capital intensity offers strong cash • Completed 8 acquisitions since
13 Company owned locations flow characteristics and significant January 2006
flexibility in responding to, changing • Demonstrated ability to utilize an
79 Agent owned locations industries, and economic conditions acquisition strategy for growth
Highly Diversified Experienced Management Team
Customer Base and Professional Staff
Radiant serves over 3,000 Radiant continues to be led by its
individual customers founder and CEO, Bohn Crain
No single agency station accounts ® Senior management team has over 50
for more than 5% of net revenues It’s the Network that Delivers! years of combined logistics experience
Best in class customer service Significant insider ownership of ~30%
Strong Financial Results Prudent Financial Management
• Over $300 million in gross revenues • +/- $16.0 Million in run-rate EBITDA
• 42% annual growth in revenue and 47% • Very low leverage with access to low
growth in EBITDA since foundation cost capital to fund its growth strategy
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®
It’s the Network that Delivers!
THANK YOU
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