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, 2014
| ¨ | 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 114th 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, 2013 as reported on the NYSE MKT was $43,210,763. 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 19, 2014, 34,391,805 shares of the registrant’s common stock were outstanding.
Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the 2014 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, 2014.
EXPLANATORY NOTE
Radiant Logistics, Inc. is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended June 30, 2014, filed with the Securities and Exchange Commission (the “SEC”) on September 24, 2014 (the “Original 10-K”), to amend and restate Part IV, Item 15 of the Original 10-K, to file Exhibit No. 3.6, and re-file certain exhibits specified herein.
In addition, as required by Rule 12b-15 under the Securities Exchange Act, as amended, new certifications by our principal executive officer and principal financial officer required in accordance with Rule 13a-14(a) are being filed as exhibits to this Amendment; however, paragraphs 3, 4 and 5 of the certifications have been omitted because the Amendment does not contain any financial statements nor does it contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K.
Except as described above, we have not modified or updated other disclosures contained in the Original 10-K. Accordingly, this Amendment, with the exception of the foregoing, does not reflect events occurring after the date of filing of the Original 10-K, or modify or update those disclosures affected by subsequent events. Consequently, all other information not affected by the corrections described above is unchanged and reflects the disclosures and other information made at the date of the filing of the Original 10-K and should be read in conjunction with our filings with the SEC subsequent to the filing of the Original 10-K, including amendments to those filings, if any.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | List of Documents Filed as part of this Report |
| 3.6 | Certificate of Designations, Preferences and Rights of 9.75% Cumulative Redeemable Perpetual Preferred Stock | |
| 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 | |
| (1) | Index to Consolidated Financial Statements |
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of June 30, 2014 and 2013
Consolidated Statements of Income (Operations) for the years ended June 30, 2014 and 2013
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2014 and 2013
Consolidated Statements of Cash Flows for the years ended June 30, 2014 and 2013
Notes to Consolidated Financial Statements
| (2) | Index to Exhibits. See Exhibit Index Below |
| Incorporated by Reference | ||||||||||||||||||||||
| Exhibit Number |
Description | Filed Herewith |
Form | Period Ending |
Exhibit | Filing Date |
||||||||||||||||
| 2.1 | Agreement and Plan of Merger by and among Radiant Logistics, Inc., and DBA Acquisition Corp. and the Principal Shareholders of DBA Distribution Services, Inc., and EBCP I, LLC, as Shareholders’ Agent | 8-K | 2.1 | 3/31/11 | ||||||||||||||||||
| 2.2 | Asset Purchase Agreement by and among Radiant Global Logistics, Inc., and ISLA International, Ltd. | 8-K | 2.1 | 11/15/11 | ||||||||||||||||||
| 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 | |||||||||||||||||||
| 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 | X | ||||||||||||||||||||
| 4.1 | Investor Rights Agreement dated December 1, 2011 by and between Radiant Logistics, Inc. and Caltius Partners IV, LP | 8-K | 4.1 | 12/7/11 | ||||||||||||||||||
| 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 | Option Agreement dated October 20, 2005 by and between Radiant Logistics, Inc. and Bohn H. Crain | 8-K | 10.8 | 1/18/06 | ||||||||||||||||||
| 10.3 | 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 | ||||||||||||||||||
| 10.4 | Employment Agreement dated effective November 15, 2011, by and between Radiant Global Logistics, Inc. and Jonathan Fuller | 8-K | 10.1 | 12/7/11 | ||||||||||||||||||
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| 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 Dan Stegemoller | 8-K | 10.1 | 5/14/12 | ||||||||||||||||
| 10.6 | Employment Agreement dated May 14, 2012 by and between Radiant Logistics, Inc. and Todd Macomber | 8-K | 10.2 | 5/14/12 | ||||||||||||||||
| 10.7 | Employment Agreement dated April 26, 2013 by and between Radiant Logistics, Inc. and Robert L. Hines Jr. | 8-K | 10.1 | 4/30/13 | ||||||||||||||||
| 10.8 | Employment Agreement dated October 1, 2013 by and between On Time Express, Inc. and Bart Wilson. | 8-K | 10.1 | 10/4/13 | ||||||||||||||||
| 10.9 | Employment Agreement dated October 1, 2013 by and between On Time Express, Inc. and Eric Kunz. | 8-K | 10.2 | 10/4/13 | ||||||||||||||||
| 10.10 | Operating Agreement of Radiant Logistics Partners, LLC dated June 28, 2006 | 8-K | 10.4 | 5/14/12 | ||||||||||||||||
| 10.11 | Discretionary Management Incentive Compensation Plan effective July 1, 2012 | 8-K | 10.5 | 5/14/12 | ||||||||||||||||
| 10.12 | Loan and Security Agreement dated August 9, 2013 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 (of Oregon), Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc. and Bank of America, N.A. | 8-K | 10.1 | 8/14/13 | ||||||||||||||||
| 10.13 | First Amendment to Loan and Security Agreement dated December 9, 2013 by and among Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Logistics Partners, LLC, Radiant Transportation Services, Inc., Adcom Express, Inc., DBA Distribution Services, Inc., International Freight Systems Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc. Radiant Customs Services, Inc., On Time Express, Inc. and Bank of America, N.A. | 8-K | 10.1 | 12/10/13 | ||||||||||||||||
| 10.14 | 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 | |||||||||||||||
| 10.15 | 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 | |||||||||||||||
| 10.16 | 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 | |||||||||||||||
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| Incorporated by Reference | ||||||||||||||||||||||
| Exhibit Number |
Description | Filed Herewith |
Form | Period Ending |
Exhibit | Filing Date |
||||||||||||||||
| 10.17 | 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 | |||||||||||||||||
| 10.18 | 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 | |||||||||||||||||
| 10.19 | 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 | |||||||||||||||||
| 10.20 | 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 | |||||||||||||||||
| 10.21 | 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 | |||||||||||||||||
| 10.22 | 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 | 10-K | 21.1 | 9/24/14 | ||||||||||||||||||
| 23.1 | Consent of Peterson Sullivan LLP | 10-K | 23.1 | 9/24/14 | ||||||||||||||||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K | 32.1 | 9/24/14 | ||||||||||||||||||
| 101.INS* | XBRL Instance | 10-K | 101.INS | 9/24/14 | ||||||||||||||||||
| 101.SCH* | XBRL Taxonomy Extension Schema | 10-K | 101.SCH | 9/24/14 | ||||||||||||||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation | 10-K | 101.CAL | 9/24/14 | ||||||||||||||||||
| 101.DEF* | XBRL Taxonomy Extension Definition | 10-K | 101.DEF | 9/24/14 | ||||||||||||||||||
| 101.LAB* | XBRL Taxonomy Extension Label | 10-K | 101.LAB | 9/24/14 | ||||||||||||||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation | 10-K | 101.PRE | 9/24/14 | ||||||||||||||||||
| * | XBRL information is furnished and not filed or part of a registration statement or prospectus of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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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.
| RADIANT LOGISTICS, INC. | ||||||
| Date: July 15, 2015 | By: | /s/ Bohn H. Crain | ||||
| Bohn H. Crain | ||||||
| Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
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 | July 15, 2015 | ||
| Stephen P. Harrington | ||||
| /s/ Jack Edwards |
Director | July 15, 2015 | ||
| Jack Edwards | ||||
| /s/ Richard P. Palmieri |
Director | July 15, 2015 | ||
| Richard P. Palmieri | ||||
| /s/ Bohn H. Crain |
Chairman and | July 15, 2015 | ||
| Bohn H. Crain | Chief Executive Officer (Principal Executive Officer) |
|||
| /s/ Todd E. Macomber |
Senior Vice President and Chief | July 15, 2015 | ||
| Todd E. Macomber | Financial Officer (Principal Accounting Officer) |
|||
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