Edgar Filing: RADIANT LOGISTICS, INC

RADIANT LOGISTICS, INC.

Date: September 29, 2015

/s/ Bohn H. Crain

Bohn H. Crain

Chief Executive Officer

(Principal Executive Officer)

rlgt-10ka_20150630.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2015

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-35392

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		04-3625550
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

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

Bellevue, WA 98004

(Address of Principal Executive Offices)

(425) 943-4599

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class		Name of Exchange on which Registered
Common Stock, $.001 Par Value		NYSE MKT

Securities registered under Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ¨

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the closing share price of the registrant’s common stock on December 31, 2014 as reported on the NYSE MKT was $70,145,337. Shares of common stock held by each current executive officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not a conclusive determination for other purposes.

As of September 24, 2015, 48,728,827 shares of the registrant’s common stock were outstanding.

Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the 2015 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended June 30, 2015.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended June 30, 2015, which was filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2015 (the “Form 10-K”), is to include the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. The Registrant had completed all necessary files but was unable to file them due to a technical error with the SEC’s EDGAR system.

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	List of Documents Filed as part of this Report

(1) Index to Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2015 and 2014

Consolidated Statements of Operations and Comprehensive Income for the years ended June 30, 2015 and 2014

Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2015 and 2014

Consolidated Statements of Cash Flows for the years ended June 30, 2015 and 2014

Notes to Consolidated Financial Statements

(2) Index to Financial Statement Schedules:

All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.

(3) Index to Exhibits

See exhibits listed under the Exhibit Index below.

(b)

Exhibits

Incorporated by Reference

Exhibit
Number

Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing
Date

2.1

Stock Purchase Agreement by and between Radiant Logistics, Inc., Radiant Transportation Services, Inc. and On Time Express, Inc.

8-K

2.1

10/4/13

2.2

Arrangement Agreement among Radiant Logistics, Inc., Radiant Global Logistics ULC and Wheels Group Inc.

8-K

2.1

1/23/15

2.3

Stock Purchase Agreement by and between Radiant Logistics, Inc. and Service by Air, Inc.

8-K

2.1

6/8/15

3.1

Certificate of Incorporation

SB-2

3.1

9/20/02

3.2

Amendment to Registrant’s Certificate of Incorporation (Certificate of Ownership and Merger Merging Radiant Logistics, Inc. into Golf Two, Inc. dated October 18, 2005)

8-K

3.1

10/18/05

3.3

Amended and Restated Bylaws

8-K

3.2

7/19/11

3.4

Certificate of Merger dated April 6, 2011 between DBA Distribution Services, Inc. and DBA Acquisition Corp.

8-K

2.3

4/12/11

3.5

Certificate of Amendment of Certificate of Incorporation

10-Q

12/31/12

3.1

2/12/13

3.6

Certificate of Designations, Preferences and Rights of 9.75% cumulative Redeemable Perpetual Preferred Stock

10-K/A

6/30/14

3.6

7/15/15

10.1

Executive Employment Agreement dated January 13, 2006 by and between Radiant Logistics, Inc. and Bohn H. Crain

8-K

10.7

1/18/06

10.2

Letter Agreement dated June 10, 2011; Amendment to the Employment Agreement between Radiant Logistics, Inc. and Bohn H. Crain

8-K

10.1

6/10/12

10.3

Employment Agreement dated effective November 15, 2011, by and between Radiant Global Logistics, Inc. and Jonathan Fuller

8-K

10.1

12/7/11

10.4

Employment Agreement dated May 14, 2012 by and between Radiant Logistics, Inc. and Dan Stegemoller

8-K

10.1

5/14/12

Incorporated by Reference

Exhibit
Number

Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing
Date

10.5

Employment Agreement dated May 14, 2012 by and between Radiant Logistics, Inc. and Todd Macomber

8-K

10.2

5/14/12

10.6

Employment Agreement dated April 26, 2013 by and between Radiant Logistics, Inc. and Robert L. Hines Jr.

8-K

10.1

4/30/13

10.7

Employment Agreement dated October 1, 2013 by and between On Time Express, Inc. and Bart Wilson.

8-K

10.1

10/4/13

10.8

Employment Agreement dated February 1, 2012 by and between Wheels Group Inc. and Tim Boyce.

8-K

10.4

4/8/15

10.9

Employment Agreement dated April 6, 2015 by and between Wheels Group Inc. and Peter Jamieson.

8-K

10.5

4/8/15

10.10

Employment Agreement dated October 1, 2013 by and between On Time Express, Inc. and Eric Kunz.

8-K

10.2

10/4/13

10.11

Operating Agreement of Radiant Logistics Partners, LLC dated June 28, 2006

8-K

10.4

5/14/12

10.12

Discretionary Management Incentive Compensation Plan effective July 1, 2012

8-K

10.5

5/14/12

10.13

Amendment and Restated Loan and Security Agreement dated April 2, 2015 by and among Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners, LLC, Adcom Express, Inc., Radiant Customs Services, Inc., DBA Distribution Services, Inc., International Freight Systems Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Clipper Exxpress Company, Bluenose Finance LLC, Wheels MSM US, Inc., Radiant Trade Services, Inc. Radiant Global Logistics LTD., Wheels Group Inc., 1371482 Ontario Inc., Wheels MSM Canada Inc., 2062698 Ontario Inc., Associate Carriers Canada Inc., Wheels Associate Carriers Inc. and Bank of America, N.A.

8-K

10.1

4/8/15

10.14

$29,000,000 Credit Facilities Loan Agreement dated April 2, 2015 by and among Wheels Group Inc. and Integrated Private Debt Fund IV LP.

8-K

10.2

4/8/15

10.15

Loan and Security Agreement dated April 2, 2015 by and among Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners, LLC, Adcom Express, Inc., Radiant Customs Services, Inc., DBA Distribution Services, Inc., International Freight Systems Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Clipper Exxpress Company, Bluenose Finance LLC, Wheels MSM US, Inc., Radiant Trade Services, Inc. and Triangle Capital Corporation as Agent.

8-K

10.3

4/8/15

10.16

Sublease Agreement between Space Exploration Technologies Corp., and Radiant Logistics, Inc. dated December 20, 2012

10-Q

12/31/12

10.1

2/12/13

10.17

Lease Agreement between Jonda Hawthorne, LLC and DBA Distribution Services, Inc. dated February 25, 2008, as amended

10-Q

12/31/12

10.2

2/12/13

10.18

Lease Agreement between Jonda Hawthorne, LLC and DBA Distribution Services, Inc. dated March 15, 2004, as amended

10-Q

12/31/12

10.3

2/12/13

Incorporated by Reference

Exhibit
Number

Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing
Date

10.19

Form of Incentive Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan

10-Q

12/31/12

10.5

2/12/13

10.20

Form of Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan

10-Q

12/31/12

10.6

2/12/13

10.21

Form of Restricted Stock Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan

10-Q

12/31/12

10.7

2/12/13

10.22

Form of SAR Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan

10-Q

12/31/12

10.8

2/12/13

10.23

Form of Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan

10-Q

12/31/12

10.9

2/12/13

10.24

Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan

DEF 14A

Annex A

10/9/12

14.1

Code of Business Conduct and Ethics

10-KSB

14.1

3/17/06

21.1

Subsidiaries of the Registrant

23.1

Consent of Peterson Sullivan LLP

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Label

101.PRE

XBRL Taxonomy Extension Presentation

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Stephen P. Harrington	Director	September 29, 2015
Stephen P. Harrington

/s/ Jack Edwards	Director	September 29, 2015
Jack Edwards

/s/ Richard P. Palmieri	Director	September 29, 2015
Richard P. Palmieri

/s/ Bohn H. Crain	Chairman and	September 29, 2015
Bohn H. Crain	Chief Executive Officer (Principal Executive Officer)

/s/ Todd E. Macomber	Senior Vice President and Chief	September 29, 2015
Todd E. Macomber	Financial Officer (Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Exhibit

21.1		Subsidiaries of the Registrant

23.1		Consent of Peterson Sullivan LLP

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation

101.DEF		XBRL Taxonomy Extension Definition

101.LAB		XBRL Taxonomy Extension Label

101.PRE		XBRL Taxonomy Extension Presentation