rlgt-ex991

RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE THIRD fiscal quarter ENDED March 31, 2019

Reports record quarterly results with revenues of $206.0 Million, up $2.1 million or 1.0%;

BELLEVUE, WA May 9, 2019 – Radiant Logistics, Inc. (NYSE American: RLGT), a third-party logistics and multimodal transportation services company, today reported financial results for the three and nine months ended March 31, 2019.

“We are pleased to report another quarter of record results for the third fiscal quarter ended March 31, 2019, highlighted by continued margin expansion along with strong cashflows,” said Bohn Crain, Founder and CEO, “We posted record results for the March quarter with revenues of $206.0 million, up $2.1 million or 1.0%; net revenues of $52.7 million, up $4.1 million or 8.4%; and also saw our net revenue margins up 177 basis points to 25.6% from 23.8% for the comparable prior year period. We also reported record net income attributable to common stockholders of $2.9 million, up $2.7 million; adjusted net income attributable to common shareholders of $5.6 million, up $2.9 million or 107.4%; and Adjusted EBITDA of $8.4 million, up $2.7 million or 47.4% over the comparable prior year period. In addition, we also saw improvement in our Adjusted EBITDA margins, which increased 425 basis points to a record 16.0%, from 11.8% for the comparable prior year period.

In the U.S. we reported revenues of $179.1 million, up $1.9 million or 1.1% and net revenues of $45.4 million, up $2.9 million or 6.8% over the comparable prior year period. U.S. transportation net revenues of $44.2 million were up $2.6 million or 6.3% from the comparable prior year period. U.S. value added services net revenues of $1.1 million were up $0.2 million or 22.2%. In Canada we reported revenues of $27.1 million, up $0.1 million or 0.4% and net revenues of $7.4 million, up $1.3 million or 21.3% over the comparable prior year period. Canada’s transportation net revenues of $4.4 million were up $0.2 million or 4.8% from the comparable prior year period. Canada’s value added services net revenues of $3.0 million were up $1.1 million or 57.9%.

The business also continues to deliver strong cashflows generating $17.1 million in cash from operations from the three months ended March 31, 2019 and generating $33.5 million in cash from operations for the nine months ended March 31, 2019.

Crain continued: “We are encouraged by our continued strong financial performance with trailing twelve month adjusted EBITDA through March 31, 2019 of $39.7 million. Having retired the $21.0 million preferred stock in December, we continue to pay down

debt and as of the end of the quarter we had approximately $16.9 million drawn on the Company’s $75.0 million credit facility and total net debt of approximately $34.7 million, less than one times our trailing twelve month adjusted EBITDA.

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.”

For the three months ended March 31, 2019, Radiant reported net income attributable to common stockholders of $2.9 million on $206.0 million of revenues, or $0.06 per basic and fully diluted share. For the three months ended March 31, 2018, Radiant reported net income attributable to common stockholders of $0.2 million on $203.9 million of revenues, or $0.00 per basic and fully diluted share.

For the three months ended March 31, 2019, Radiant reported adjusted net income attributable to common stockholders of $5.6 million, or $0.11 per basic and fully diluted share. For the three months ended March 31, 2018, Radiant reported adjusted net income attributable to common stockholders of $2.7 million, or $0.05 per basic and fully diluted share.

For the three months ended March 31, 2019, Radiant reported Adjusted EBITDA of $8.4 million, compared to $5.7 million for the comparable prior year period.

For the nine months ended March 31, 2019, Radiant reporting net income attributable to common stockholders of $9.3 million (including a charge of $1.7 million related to the redemption of the Company’s preferred stock) on $685.9 million of revenues, or $0.19 per basic and 0.18 per fully diluted share. For the nine months ended March 31, 2018, Radiant reported net income attributable to common stockholders of $3.8 million on $608.6 million of revenues, or $0.08 per basic and fully diluted share.

For the nine months ended March 31, 2019, Radiant reported adjusted net income attributable to common stockholders of $19.1 million, or $0.39 per basic and 0.37 per fully diluted share. For the nine months ended March 31, 2018, Radiant reported adjusted net income attributable to common stockholders of $9.2 million or $0.19 per basic and 0.18 per fully diluted share.

For the nine months ended March 31, 2019, Radiant reported Adjusted EBITDA of $29.7 million, compared to $19.3 million for the comparable prior year period.

Radiant Logistics, Inc. will host a conference call on Thursday, May 9, 2019 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.

This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com or at https://www.investornetwork.com/event/presentation/48252.

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.

(In thousands, except share and per share data)	March 31,			June 30,
	2019			2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,484		$	6,992
Accounts receivable, net of allowance of $2,539 and $1,703, respectively		90,728			137,578
Contract assets		20,691			—
Income tax receivable		309			2,105
Prepaid expenses and other current assets		9,569			6,599
Total current assets		126,781			153,274

Technology and equipment, net		19,983			18,566

Goodwill		65,389			65,389
Intangible assets, net		58,035			65,264
Deposits and other assets		1,266			2,945
Total other long-term assets		124,690			133,598
Total assets	$	271,454		$	305,438

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	78,148		$	90,153
Operating partner commissions payable		13,286			14,322
Accrued expenses		6,076			5,404
Current portion of notes payable		3,953			3,726
Current portion of contingent consideration		110			960
Transition and lease termination liability		399			1,385
Other current liabilities		607			295
Total current liabilities		102,579			116,245

Notes payable, net of current portion		36,232			43,197
Contingent consideration, net of current portion		290			1,615
Deferred rent liability		923			1,020
Deferred income taxes		7,873			8,665
Other long-term liabilities		701			1,082
Total long-term liabilities		46,019			55,579
Total liabilities		148,598			171,824

Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; nil and 839,200 shares issued and outstanding, respectively		—			1
Common stock, $0.001 par value, 100,000,000 shares authorized; 49,630,506 and 49,511,907 shares issued, and 49,538,708 and 49,420,109 shares outstanding, respectively		31			31
Additional paid-in capital		99,882			117,968
Treasury stock, at cost, 91,798 shares		(253	)		(253	)
Retained earnings		22,422			15,539
Accumulated other comprehensive income		401			186
Total Radiant Logistics, Inc. stockholders’ equity		122,483			133,472
Non-controlling interest		373			142
Total equity		122,856			133,614
Total liabilities and equity	$	271,454		$	305,438

(In thousands, except share and per share data)	Three Months Ended March 31,						Nine Months Ended March 31,
		2019			2018		2019			2018
Revenues	$	206,048		$	203,921		$	685,868		$	608,612

Operating expenses:
Cost of transportation and other services		153,302			155,327			514,293			467,050
Operating partner commissions		23,125			22,194			76,309			61,414
Personnel costs		14,806			14,671			45,256			43,573
Selling, general and administrative expenses		6,812			6,596			21,458			19,250
Depreciation and amortization		3,847			3,640			11,295			10,783
Transition and lease termination costs		—			—			(11	)		107
Change in fair value of contingent consideration		(611	)		35			(1,182	)		(75	)
Total operating expenses		201,281			202,463			667,418			602,102

Income from operations		4,767			1,458			18,450			6,510

Other income (expense):
Interest income		13			10			37			26
Interest expense		(684	)		(755	)		(2,345	)		(2,338	)
Foreign currency transaction gains (losses)		(24	)		7			169			(132	)
Other		49			103			258			329
Total other expense		(646	)		(635	)		(1,881	)		(2,115	)

Income before income taxes		4,121			823			16,569			4,395

Income tax benefit (expense)		(942	)		(123	)		(3,793	)		1,091

Net income		3,179			700			12,776			5,486
Less: net income attributable to non-controlling interest		(247	)		(22	)		(891	)		(139	)

Net income attributable to Radiant Logistics, Inc.		2,932			678			11,885			5,347
Less: preferred stock dividends		—			(511	)		(956	)		(1,534	)
Less: issuance costs for preferred stock redemption		—			—			(1,659	)		—

Net income attributable to common stockholders	$	2,932		$	167		$	9,270		$	3,813

Other comprehensive income:
Foreign currency translation gain (loss)		(278	)		446			215			(149	)
Comprehensive income	$	2,901		$	1,146		$	12,991		$	5,337

Income per share attributable to common stockholders:
Basic	$	0.06		$	—		$	0.19		$	0.08
Diluted	$	0.06		$	—		$	0.18		$	0.08

Weighted average common shares outstanding:
Basic		49,515,717			49,334,300			49,471,556			49,197,218
Diluted		51,169,321			50,630,307			50,979,319			50,660,478

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

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 three and nine months ended March 31, 2019 and a 31% tax rate for the three and nine months ended March 31, 2018 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.

(In thousands)	Three Months Ended March 31,						Nine Months Ended March 31,
Reconciliation of GAAP net income to adjusted EBITDA	2019			2018			2019			2018
GAAP net income attributable to common stockholders	$	2,932		$	167		$	9,270		$	3,813
Preferred stock dividends		—			511			956			1,534
Issuance costs for preferred stock redemption		—			—			1,659			—

GAAP net income attributable to Radiant Logistics, Inc.		2,932			678			11,885			5,347
Income tax expense (benefit)		942			123			3,793			(1,091	)
Depreciation and amortization		3,847			3,640			11,295			10,783
Net interest expense		671			745			2,308			2,312

EBITDA		8,392			5,186			29,281			17,351

Share-based compensation		409			386			1,204			1,116
Change in fair value of contingent consideration		(611	)		35			(1,182	)		(75	)
Acquisition related costs		75			57			93			154
Litigation costs		148			53			533			132
Transition and lease termination costs		—			—			(11	)		107
MM&D start-up costs		—			—			—			410
Foreign currency transaction loss (gain)		24			(7	)		(169	)		132

Adjusted EBITDA	$	8,437		$	5,710		$	29,749		$	19,327
Adjusted EBITDA as a % of Net Revenues		16.0	%		11.8	%		17.3	%		13.7	%

(In thousands, except share and per share data)	Three Months Ended March 31,						Nine Months Ended March 31,
Reconciliation of GAAP net income to adjusted net income:	2019			2018			2019			2018
GAAP net income attributable to common stockholders	$	2,932		$	167		$	9,270		$	3,813
Adjustments to net income:
Income tax expense (benefit)		942			123			3,793			(1,091	)
Depreciation and amortization		3,847			3,640			11,295			10,783
Change in fair value of contingent consideration		(611	)		35			(1,182	)		(75	)
Transition and lease termination costs		—			—			(11	)		107
Acquisition related costs		75			57			93			154
Litigation costs		148			53			533			132
Amortization of debt issuance costs		56			60			171			184
Issuance costs for preferred stock redemption		—			—			1,659			—

Adjusted net income attributable to common stockholders before income taxes		7,389			4,135			25,621			14,007

Provision for income taxes at 24.5% and 31.0% before preferred dividend requirement, respectively		(1,810	)		(1,440	)		(6,511	)		(4,818	)

Adjusted net income attributable to common stockholders	$	5,579		$	2,695		$	19,110		$	9,189

Adjusted net income per common share:
Basic	$	0.11		$	0.05		$	0.39		$	0.19
Diluted	$	0.11		$	0.05		$	0.37		$	0.18

Weighted average common shares outstanding:
Basic		49,515,717			49,334,300			49,471,556			49,197,218
Diluted		51,169,321			50,630,307			50,979,319			50,660,478

(In thousands) Trailing twelve months adjusted EBITDA ⁽¹⁾:	Three months ended March 31, 2019			Three months ended December 31, 2018			Three months ended September 30, 2018			Three months ended June 30, 2018			Twelve months ended March 31, 2019
GAAP net income attributable to common stockholders	$	2,932		$	3,766		$	2,572		$	4,331		$	13,601
Preferred stock dividends		—			445			511			511			1,467
Issuance costs for preferred stock redemption		—			1,659			—			—			1,659

GAAP net income attributable to Radiant Logistics, Inc.		2,932			5,870			3,083			4,842			16,727
Income tax expense		942			1,874			977			1,164			4,957
Depreciation and amortization		3,847			3,815			3,633			3,606			14,901
Net interest expense		671			860			777			764			3,072

EBITDA		8,392			12,419			8,470			10,376			39,657

Share-based compensation		409			464			331			398			1,602
Change in fair value of contingent consideration		(611	)		(476	)		(95	)		(1,101	)		(2,283	)
Acquisition related costs		75			14			4			86			179
Litigation costs		148			248			137			214			747
Transition and lease termination costs		—			(11	)		—			69			58
Foreign exchange gain		24			(159	)		(34	)		(125	)		(294	)

Adjusted EBITDA	$	8,437		$	12,499		$	8,813		$	9,917		$	39,666