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EX-31.2 - EXHIBIT 31.2 - RADIANT LOGISTICS, INCv236649_ex31-2.htm
EX-99.1 - EXHIBIT 99.1 - RADIANT LOGISTICS, INCv236649_ex99-1.htm
EX-21.1 - EXHIBIT 21.1 - RADIANT LOGISTICS, INCv236649_ex21-1.htm
EX-31.1 - EXHIBIT 31.1 - RADIANT LOGISTICS, INCv236649_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - RADIANT LOGISTICS, INCv236649_ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, 2011

¨ 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 000-50283

RADIANT LOGISTICS, INC.
(Name of Registrant as Specified in Its Charter)

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

 
405 114th Avenue S.E.
 
 
Bellevue, WA  98004
 
 
(Address of Principal Executive Offices)      (Zip Code)
 

 
(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
  
None

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

Common Stock, $.001 Par Value per Share

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 ¨  No x

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, 2010 as reported on the OTC Bulletin Board was $14,560,306.  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 October 5, 2011, 31,676,438 shares of the registrant's common stock were outstanding.

Documents Incorporated by Reference: None

 
 

 

TABLE OF CONTENTS

PART I
     
ITEM 1
BUSINESS
2
ITEM 1A
RISK FACTORS
8
ITEM 2
PROPERTIES
16
ITEM 3
LEGAL PROCEEDINGS
16
ITEM 4
REMOVED AND RESERVED
16
     
PART II
     
ITEM 5
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
16
ITEM 7
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
17
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
30
ITEM 9A
CONTROLS AND PROCEDURES
30
     
PART III
     
ITEM 10
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
31
ITEM 11
EXECUTIVE COMPENSATION
33
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
39
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
40
ITEM 14
PRINCIPAL ACCOUNTANT FEES AND SERVICES
41
     
PART IV
     
ITEM 15
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
42
     
Signatures
44
Financial Statements
F-1

 
i

 

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
 
Cautionary Statement for Forward-Looking Statements
 
This report includes 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, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us 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. While it is impossible to identify all of the factors that may cause our actual operating performance, events, trends or plans to differ materially from those set forth in such forward-looking statements, such factors include the inherent risks associated with our ability to: (i) use our current infrastructure as a "platform" upon which we can build a profitable global transportation and supply chain management company; (ii) retain and build upon the relationships we have with our exclusive agency offices; (iii) continue the development of our back office infrastructure and transportation and accounting systems in a manner sufficient to service our expanding revenues and base of exclusive agency locations; (iv) continue growing our business and maintain historical or increased gross profit margins; (v) locate suitable acquisition opportunities; (vi) secure the financing necessary to complete any acquisition opportunities we locate; (vii) assess and respond to competitive practices in the industries in which we compete; (viii) mitigate, to the best extent possible, our dependence on current management and certain of our larger exclusive agency locations; (ix) assess and respond to the impact of current and future laws and governmental regulations affecting the transportation industry in general and our operations in particular; and (x) assess and respond to such other factors which may be identified from time to time in our Securities and Exchange Commission ("SEC") filings and other public announcements including those set forth below under the caption “Risk Factors” in Part 1 Item 1A of this report. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing.  Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Except as required by law, we assume no duty to update or revise our forward-looking statements.

 
1

 

PART I
 
ITEM 1. BUSINESS
 
The Company
 
Radiant Logistics, Inc. (the "Company," "we" or "us") is a non-asset based transportation and logistics services company providing customers domestic and international freight forwarding services and an expanding array of value added supply chain management services, including order fulfillment, inventory management and warehousing. We are executing a strategy to expand our operations through a combination of  organic growth and the strategic acquisition of best-of-breed, non-asset based transportation and logistics providers.
 
We completed the first step in our business strategy through the acquisition of Airgroup Corporation ("Airgroup") effective as of January 1, 2006. Airgroup is a Bellevue, Washington based non-asset based logistics company providing domestic and international freight forwarding services through a network which includes a combination of company-owned and exclusive agent offices across North America.
 
We continue to identify a number of additional companies as suitable acquisition candidates and have completed three material acquisitions since our acquisition of Airgroup.  In November 2007, we acquired the Automotive Services Group in Detroit, Michigan to service the automotive industry. In September 2008, we acquired Adcom Express, Inc. d/b/a Adcom Worldwide ("Adcom"), adding an additional 30 locations across North America and augmenting our overall domestic and international freight forwarding capabilities. In April of 2011, we acquired DBA Distribution Services, Inc., d/b/a Distribution by Air ("DBA"), adding an additional 25 locations across North America, further expanding our fiscal network and service capabilities.
 
In connection with the acquisition of Adcom, we changed the name of Airgroup Corporation to Radiant Global Logistics, Inc. ("RGL") in order to better position our centralized back-office operations to service our multi-brand network.  RGL, through the Airgroup, Adcom and DBA network brands, has a diversified account base including manufacturers, distributors and retailers using a network of independent carriers and international agents positioned strategically around the world.
 
Our growth strategy will continue to focus on both organic growth and acquisitions.  From an organic perspective, we will focus on strengthening existing and expanding new customer relationships. One of the drivers of our organic growth will be retaining existing and securing new exclusive agency locations. We have focused our efforts on the build-out of our network of exclusive agency offices, as well as enhancing our back-office infrastructure, transportation and accounting systems. We will continue to search for targets which fit within our acquisition criteria.
 
As we continue to build out our network of exclusive agent locations to achieve a level of critical mass and scale, we are executing an acquisition strategy to develop additional growth opportunities. Our acquisition strategy relies upon two primary factors:  first, our ability to identify and acquire target businesses which fit within our general acquisition criteria; and second, the continued availability of capital and financing resources sufficient to complete these acquisitions.
 
Successful implementation of our growth strategy depends upon a number of factors, including our ability to: (i) continue developing new agency locations; (ii) locate acquisition opportunities; (iii) secure adequate funding to finance identified acquisition opportunities; (iv) efficiently integrate the businesses of the companies acquired; (v) generate the anticipated economies of scale from the integration; and (vi)  maintain the historic sales growth of the acquired businesses in order to generate continued organic growth.  There are a variety of risks associated with our ability to achieve our strategic objectives, including the ability to acquire and profitably manage additional businesses and the intense competition in the industry for customers and for acquisition candidates.  Certain of these business risks are identified or referred to below in Item 1A of this Report.

 
2

 
 
We will continue to search for targets that fit within our acquisition criteria. Our ability to secure additional financing will rely upon the sale of debt or equity securities, and the development of an active trading market for our securities.  We can make no assurance as to our long term access to debt or equity securities or our ability to develop an active trading market.
 
Industry Overview
 
As business requirements for efficient and cost-effective logistics services have increased, so has the importance and complexity of effectively managing freight transportation.  Businesses increasingly strive to minimize inventory levels, perform manufacturing and assembly operations in the lowest cost locations, and distribute their products in numerous global markets.  As a result, companies are increasingly looking to third-party logistics providers to help them execute their supply chain strategies.
 
Customers have two principal third-party alternatives: a freight forwarder or a fully-integrated carrier.  We operate as a freight forwarder.  Freight forwarders procure shipments from customers and arrange the transportation of cargo on a carrier.  A freight forwarder may also arrange pick-up from the shipper to the carrier and delivery of the shipment from the carrier to the recipient. Freight forwarders often tailor shipment routing to meet the customer’s price and service requirements. Fully-integrated carriers, such as FedEx Corporation, DHL Worldwide Express, Inc. and United Parcel Service ("UPS"), provide pickup and delivery service, primarily through their own captive fleets of trucks and aircraft.  Because freight forwarders select from various transportation options in routing customer shipments, they are often able to serve customers less expensively and with greater flexibility than integrated carriers.  Freight forwarders generally handle shipments of any size and offer a variety of customized shipping options.
 
Most freight forwarders, including us, focus on heavier cargo and do not generally compete with integrated shippers of primarily smaller parcels.  In addition to the high fixed expenses associated with owning, operating and maintaining fleets of aircraft, trucks and related equipment, integrated carriers often impose significant restrictions on delivery schedules and shipment weight, size and type.  On occasion, integrated shippers serve as a source of cargo space to forwarders. Additionally, most freight forwarders do not generally compete with the major commercial airlines, which, to some extent, depend on forwarders to procure shipments and supply freight to fill cargo space on their scheduled flights.
 
We believe there are several factors that are increasing demand for global logistics solutions. These factors include:
 
 
·
Outsourcing of non-core activities. Companies increasingly outsource freight forwarding, warehousing and other supply chain activities to allow them to focus on their respective core competencies. From managing purchase orders to the timely delivery of products, companies turn to third party logistics providers to manage these functions at a lower cost and greater efficiency.
 
·
Globalization of trade. As barriers to international trade are reduced or substantially eliminated, international trade is increasing. In addition, companies increasingly are sourcing their parts, supplies and raw materials from the most cost competitive suppliers throughout the world. Outsourcing of manufacturing functions to, or locating company-owned manufacturing facilities in, low cost areas of the world also results in increased volumes of world trade.
 
·
Increased need for time-definite delivery. The need for just-in-time and other time-definite delivery has increased as a result of the globalization of manufacturing, greater implementation of demand-driven supply chains, the shortening of product cycles and the increasing value of individual shipments. Many businesses recognize that increased spending on time-definite supply chain management services can decrease overall manufacturing and distribution costs, reduce capital requirements and allow them to manage their working capital more efficiently by reducing inventory levels and inventory loss.

 
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·
Consolidation of global logistics providers. Companies are decreasing the number of freight forwarders and supply chain management providers with which they interact.  We believe companies want to transact business with a limited number of providers that are familiar with their requirements, processes and procedures, and can function as long-term partners. In addition, there is strong pressure on national and regional freight forwarders and supply chain management providers to become aligned with a global network. Larger freight forwarders and supply chain management providers benefit from economies of scale which enable them to negotiate reduced transportation rates and to allocate their overhead over a larger volume of transactions. Globally integrated freight forwarders and supply chain management providers are better situated to provide a full complement of services, including pick-up and delivery, shipment via air, sea and/or road transport, warehousing and distribution, and customs brokerage.
 
·
Increasing influence of e-business and the Internet. Technology advances have allowed businesses to connect electronically through the Internet to obtain relevant information and make purchase and sale decisions on a real-time basis, resulting in decreased transaction times and increased business-to-business activity. In response to their customers' expectations, companies have recognized the benefits of being able to transact business electronically. As such, businesses increasingly are seeking the assistance of supply chain service providers with sophisticated information technology systems which can facilitate real-time transaction processing and web-based shipment monitoring.
 
Our Growth Strategy
 
Our objective is to provide customers with comprehensive value-added logistics solutions. We plan to achieve this goal through domestic and international freight forwarding services offered by us through our Airgroup, Adcom and DBA brands. We expect to grow our business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings.
 
Our organic growth strategy involves strengthening existing and expanding new customer relationships.  One of the drivers of this strategy is our ability to retain existing and secure new exclusive agency locations. Since our acquisition of Airgroup, we have focused our efforts on the organic build-out of our network of exclusive agency locations, as well as the enhancement of our back office infrastructure and transportation and accounting systems. Through our most recent acquisition of DBA, we have made further progress in our acquisition strategy and intend to pursue further acquisition opportunities to consolidate and enhance our position in current markets and acquire operations in new markets.
 
Our growth strategy has been designed to take advantage of shifting market dynamics.  The third party logistics industry continues to grow as an increasing number of businesses outsource their logistics functions to more cost effectively manage and extract value from their supply chains.  The industry is positioned for further consolidation as it remains highly fragmented, and as customers are demanding the types of sophisticated and broad reaching service offerings that can more effectively be handled by larger more diverse organizations. We believe the highly fragmented composition of the marketplace, the industry participants' need for capital, and their owners' desire for liquidity has and will continue to produce a large number of attractive acquisition candidatesMore specifically, we believe that there are a number of participants within the agent-based forwarding community that will be seeking liquidity within the next several years as these owners approach retirement age, which creates a significant growth opportunity by supporting these logistics entrepreneurs in transition.  Our target acquisition candidates are generally expected to have earnings of $1.0 to $5.0 million per year.  Companies in this range of earnings may be receptive to our acquisition program since they are often too small to be identified as acquisition targets by larger public companies or to independently attempt their own public offerings.
 
On a longer-term basis, we believe we can successfully implement our acquisition strategy due to the following factors:
 
 
·
the highly fragmented composition of our market;
 
·
our strategy for creating an organization with global reach should enhance an acquired target company’s ability to compete in its local and regional markets through an expansion of offered services and lower operating costs;
 
·
the potential for increased profitability as a result of our centralization of certain administrative functions, greater purchasing power and economies of scale;

 
4

 

 
·
our centralized management capabilities should enable us to effectively manage our growth and the integration of acquired companies;
 
·
our status as a public corporation may ultimately provide us with a liquid trading currency for acquisitions; and
 
·
the ability to utilize our experienced management to identify, acquire and integrate acquisition opportunities.
 
We intend to be opportunistic in executing our acquisition strategy with a bias towards completing transactions in key gateway locations such as Los Angeles, New York, Chicago, Seattle, Miami, Dallas, and Houston to expand our international base of operations.  We believe that our domestic and expanded international capabilities, when taken together, will provide significant competitive advantage in the marketplace.
 
Our Operating Strategy
 
Leverage the People, Process and Technology Available through a Central Platform.  A key element of our operating strategy is to maximize our operational efficiencies by integrating general and administrative functions into our back-office operations and reducing or eliminating redundant functions and facilities at acquired companies.  This is designed to enable us to quickly realize potential savings and synergies, efficiently control and monitor operations of acquired companies, and allow acquired companies to focus on growing their sales and operations.
 
Develop and Maintain Strong Customer Relationships.  We seek to develop and maintain strong interactive customer relationships by anticipating and focusing on our customers' needs.  We emphasize a relationship-oriented approach to business, rather than the transaction or assignment-oriented approach used by many of our competitors. To develop close customer relationships, we and our network of exclusive agents regularly meet with both existing and prospective clients to help design solutions for, and identify the resources needed to execute, their supply chain strategies.  We believe that this relationship-oriented approach results in greater customer satisfaction and reduced business development expense.
 
Operations
 
Through our operating locations across North America, we offer domestic and international air, ocean and ground freight forwarding for shipments that are generally larger than shipments handled by integrated carriers of primarily small parcels such as Federal Express Corporation and United Parcel Service. Our revenues are generated from a number of diverse services, including air freight forwarding, ocean freight forwarding, logistics and other value-added services.
 
Our primary business operations involve obtaining shipment or material orders from customers, creating and delivering a wide range of logistics solutions to meet customers' specific requirements for transportation and related services, and arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. These logistics solutions include domestic and international freight forwarding and door-to-door delivery services using a wide range of transportation modes, including air, ocean and truck.  As a non-asset based provider we do not own the transportation equipment used to transport the freight. We expect to neither own nor operate any aircraft and, consequently, place no restrictions on delivery schedules or shipment size.  We arrange for transportation of our customers’ shipments via commercial airlines, air cargo carriers, and other assets and non-asset based third-party providers. We select the carrier for a shipment based on route, departure time, available cargo capacity and cost.  We charter cargo aircraft from time to time depending upon seasonality, freight volumes and other factors. We make a profit or margin on the difference between what we charge to our customers for the totality of services provided to them, and what we pay to the transportation provider to transport the freight.

 
5

 

Information Services
 
The regular enhancement of our information systems and ultimate migration of acquired companies and additional exclusive agency locations to a common set of back-office and customer facing applications is a key component of our growth strategy. We believe that the ability to provide accurate real-time information on the status of shipments will become increasingly important and that our efforts in this area will result in competitive service advantages.  In addition, we believe that centralizing our transportation management system (rating, routing, tender and financial settlement processes) will drive significant productivity improvement across our network.
 
We utilize a web-enabled third-party freight forwarding software (Cargowise) which is integrated to our third-party accounting system (SAP). These systems combine to form the foundation of our supply-chain technologies, which we call "Globalvision", and which provides us with a common set of back-office operating, accounting and customer facing applications used across our network. We have and will continue to assess technologies obtained through our acquisition strategy and expect to develop a "best-of-breed" solution set using a combination of owned and licensed technologies.  This strategy will require the investment of significant management and financial resources to deliver these enabling technologies.
 
Our Competitive Advantages
 
As a non-asset based third-party logistics provider, we believe that we are well-positioned to provide cost-effective and efficient solutions to address the demand in the marketplace for transportation and logistics services.  We believe that the most important competitive factors in our industry are quality of service, including reliability, responsiveness, expertise and convenience, scope of operations, geographic coverage, information technology and price.  We believe our primary competitive advantages are:  (i) our low cost, non-asset based business model; (ii) our intention to develop a global network; (iii) our information technology resources; and (iv) our diverse customer base.
 
Non-asset based business model.  With relatively no dedicated or fixed operating costs, we are able to leverage our network of exclusive agency offices and offer competitive pricing and flexible solutions to our customers.  Moreover, our balanced product offering provides us with revenue streams from multiple sources and enables us to retain customers even as they shift from priority to deferred shipments of their products.  We believe our model allows us to provide low-cost solutions to our customers while also generating revenues from multiple modes of transportation and logistics services.
 
Intention to develop a global network.  We intend to focus on expanding our network on a global basis.  Once accomplished, this will enable us to provide a closed-loop logistics chain to our customers worldwide.  Within North America, our capabilities consist of our pickup and delivery network, ground and air networks, and logistics capabilities. Our ground and pickup and delivery networks enable us to service the growing deferred forwarding market while providing the domestic connectivity for international shipments once they reach North America.  In addition, our heavyweight air network provides for competitive costs on shipments, as we have no dedicated charters or leases and can capitalize on available capacity in the market to move our customers’ goods.  
 
Information technology resources.  A primary component of our business strategy is the continued development of advanced information systems to continually provide accurate and timely information to our management and customers.  Our customer delivery tools enable connectivity with our customers’ and trading partners’ systems, which leads to more accurate and up-to-date information on the status of shipments.  
 
Diverse customer base.  We have a well-diversified base of customers that includes manufacturers, distributors and retailers. As of the date of this report, no single customer represented more than 5% of our business and only one agency location represented more than 10% of our business, reducing risks associated with any particular industry, geographic or customer concentration.

 
6

 

Sales and Marketing
 
We principally market our services through the senior management teams in place at over 100 company-owned and exclusive independent agent offices located across North America. Each office is staffed with operational employees to provide support for the sales team, develop frequent contact with the customer’s traffic department, and maintain customer service.  Our current network is predominantly represented by exclusive agent operations that rely on us for operating authority, technology, sales and marketing support, access to working capital and our carrier network, and collective purchasing power. Through the agency relationship, the agent has the ability to focus on the operational and sales support aspects of the business without diverting costs or expertise to the structural aspect of its operations and provides the agent with the regional, national and global brand recognition that they would not otherwise be able to achieve by serving their local markets.
 
As we continue to grow, we expect to implement a national accounts program which is intended to increase our emphasis on obtaining high-revenue national accounts with multiple shipping locations. These accounts typically impose numerous requirements on those competing for their freight business, including electronic data interchange and proof of delivery capabilities, the ability to generate customized shipping reports and a nationwide network of terminals. These requirements often limit the competition for these accounts to a very small number of logistics providers. We believe that our anticipated future growth and development will enable us to more effectively compete for and obtain these accounts.
 
Research and Development
 
During the past two years, we have not spent any material amount on research and development activities.
 
Competition and Business Conditions
 
The logistics business is directly impacted by the volume of domestic and international trade. The volume of such trade is influenced by many factors, including economic and political conditions in the United States and abroad, major work stoppages, exchange controls, currency fluctuations, acts of war, terrorism and other armed conflicts, United States and international laws relating to tariffs, trade restrictions, foreign investments and taxation.
 
The global logistics services and transportation industries are intensively competitive and are expected to remain so for the foreseeable future. We will compete against other integrated logistics companies, as well as transportation services companies, consultants, information technology vendors and shippers' transportation departments. This competition is based primarily on rates, quality of service (such as damage-free shipments, on-time delivery and consistent transit times), reliable pickup and delivery and scope of operations. Most of our competitors will have substantially greater financial resources than we do.
 
Principal Customers
 
We have no customers that account for more than 5% of our revenues and one agency location which accounts for more than 10%, but less than 12.5%, of our total gross revenues.
 
Regulation
 
There are numerous transportation related regulations.  Failure to comply with the applicable regulations or to maintain required permits or licenses could result in substantial fines or revocation of operating permits or authorities. We cannot give assurance as to the degree or cost of future regulations on our business. Some of the regulations affecting our current and prospective operations are described below.
 
Air freight forwarding businesses are subject to regulation, as an indirect air cargo carrier, under the Federal Aviation Act by the U.S. Department of Transportation and by the Department of Homeland Security and the Transportation Security Administration. However, air freight forwarders are exempted from most of the Federal Aviation Act's requirements by the Economic Aviation Regulations. The air freight forwarding industry is subject to regulatory and legislative changes that can affect the economics of the industry by requiring changes in operating practices or influencing the demand for, and the costs of providing, services to customers.

 
7

 
 
Surface freight forwarding operations are subject to various federal statutes and are regulated by the Surface Transportation Board. This federal agency has broad investigatory and regulatory powers, including the power to issue a certificate of authority or license to engage in the business, to approve specified mergers, consolidations and acquisitions, and to regulate the delivery of some types of domestic shipments and operations within particular geographic areas.
 
The Surface Transportation Board and U.S. Department of Transportation also have the authority to regulate interstate motor carrier operations, including the regulation of certain rates, charges and accounting systems, to require periodic financial reporting, and to regulate insurance, driver qualifications, operation of motor vehicles, parts and accessories for motor vehicle equipment, hours of service of drivers, inspection, repair, maintenance standards and other safety related matters. The federal laws governing interstate motor carriers have both direct and indirect application to the Company. The breadth and scope of the federal regulations may affect our operations and the motor carriers which are used in the provisioning of the transportation services. In certain locations, state or local permits or registrations may also be required to provide or obtain intrastate motor carrier services.
 
The Federal Maritime Commission, or FMC, regulates and licenses ocean forwarding operations. Indirect ocean carriers (non-vessel operating common carriers) are subject to FMC regulation, under the FMC tariff filing and surety bond requirements, and under the Shipping Act of 1984, particularly those terms proscribing rebating practices.
 
United States customs brokerage operations are subject to the licensing requirements of the U.S. Treasury and are regulated by the U.S. Customs Service. As we broaden our capabilities to include customs brokerage operations, we will be subject to regulation by the U.S. Customs Service. Likewise, any customs brokerage operations would also be licensed in and subject to the regulations of their respective countries.
 
In the United States, we are subject to federal, state and local provisions relating to the discharge of materials into the environment or otherwise for the protection of the environment. Similar laws apply in many foreign jurisdictions in which we may operate in the future. Although current operations have not been significantly affected by compliance with these environmental laws, governments are becoming increasingly sensitive to environmental issues, and we cannot predict what impact future environmental regulations may have on our business.  We do not anticipate making any material capital expenditures for environmental control purposes.
 
Personnel
 
As of the date of this report, we have approximately 151 employees, of which 140 are full time. None of these employees are currently covered by a collective bargaining agreement. We have experienced no work stoppages and consider our relations with our employees to be good.
 
ITEM 1A. RISK FACTORS
 
RISKS PARTICULAR TO OUR BUSINESS
 
We are largely dependent on the efforts of our exclusive agents to generate our revenue and service our customers.
 
We currently sell our services through a network predominantly represented by exclusive agent stations located throughout North America. Although we have exclusive and long-term relationships with these agents, our Airgroup agency agreements are generally terminable by either party subject to requisite notice provisions that generally range from 10-30 days. The Adcom agency agreements generally carry a fixed term and can range from 1 to 25 years and generally include a first-right-of refusal to acquire the location. Although we have no customers that account for more than 5% of our revenues, there is one agency location which accounts for more than 10% of our total gross revenues. The DBA agency agreements generally carry a term of 1 year and automatically renew on each anniversary absent a 90-day notice of termination from either party. The loss of one or more of these exclusive agents could negatively impact our ability to retain and service our customers. We will need to expand our existing relationships and enter into new relationships in order to increase our current and future market share and revenue. We cannot be certain that we will be able to maintain and expand our existing relationships or enter into new relationships, or that any new relationships will be available on commercially reasonable terms. If we are unable to maintain and expand our existing relationships or enter into new relationships, we may lose customers, customer introductions and co-marketing benefits and our operating results may suffer.

 
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If we fail to develop and integrate information technology systems or we fail to upgrade or replace our information technology systems to handle increased volumes and levels of complexity, meet the demands of our agents and customers and protect against disruptions of our operations, we may suffer a loss in our business.
 
Increasingly, we compete for business based upon the flexibility, sophistication and security of the information technology systems supporting our services. The failure of the hardware or software that supports our information technology systems, the loss of data contained in the systems, or the inability to access or interact with our web site or connect electronically, could significantly disrupt our operations, prevent clients from placing orders, or cause us to lose inventory items, orders or clients. If our information technology systems are unable to handle additional volume for our operations as our business and scope of services grow, our service levels, operating efficiency and future transaction volumes will decline. In addition, we expect our agents to continue to demand more sophisticated, fully integrated information technology systems from us as customers demand the same from their supply chain services providers. If we fail to hire qualified persons to implement, maintain and protect our information technology systems or we fail to upgrade or replace our information technology systems to handle increased volumes and levels of complexity, meet the demands of our agents and customers and protect against disruptions of our operations, we may suffer a loss in our business.
 
Because our freight forwarding and domestic ground transportation operations are dependent on commercial airfreight carriers and air charter operators, ocean freight carriers, major U.S. railroads, other transportation companies, draymen and longshoremen, changes in available cargo capacity and other changes affecting such carriers, as well as interruptions in service or work stoppages, may negatively impact our business.
 
We rely on commercial airfreight carriers and air charter operators, ocean freight carriers, trucking companies, major U.S. railroads, other transportation companies, draymen and longshoremen for the movement of our clients’ cargo. Consequently, our ability to provide services for our clients could be adversely impacted by shortages in available cargo capacity; changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service or increases in the cost of fuel, taxes and labor; and other factors not within our control. Reductions in airfreight or ocean freight capacity could negatively impact our yields. Material interruptions in service or stoppages in transportation, whether caused by strike, work stoppage, lock-out, slowdown or otherwise, could adversely impact our business, results of operations and financial condition.
 
Our profitability depends on our ability to effectively manage our cost structure as we grow the business.
 
As we continue to expand our revenues through the expansion of our network of exclusive agency locations, we must maintain an appropriate cost structure to maintain and expand our profitability.  While we intend to continue to work on growing revenue by increasing the number of our exclusive agency locations, by strategic acquisitions, and by continuing to work on maintaining and expanding our gross profit margins by reducing transportation costs, our ultimate profitability will be driven by our ability to manage our agent commissions, personnel and general and administrative costs as a function of our net revenues. There can be no assurances that we will be able to increase revenues or maintain profitability.

 
9

 
 
We face intense competition in the freight forwarding, logistics and supply chain management industry.
 
The freight forwarding, logistics and supply chain management industry is intensely competitive and is expected to remain so for the foreseeable future. We face competition from a number of companies, including many that have significantly greater financial, technical and marketing resources. There are a large number of companies competing in one or more segments of the industry, although the number of firms with a global network that offer a full complement of freight forwarding and supply chain management services is more limited. Depending on the location of the customer and the scope of services requested, we must compete against both the niche players and larger entities. In addition, customers increasingly are turning to competitive bidding situations soliciting bids from a number of competitors, including competitors that are larger than us.
 
Our business is subject to seasonal trends.
 
Historically, our operating results have been subject to seasonal trends when measured on a quarterly basis.  Our first and fourth fiscal quarters are traditionally weaker compared with our second and third fiscal quarters. This trend is dependent on numerous factors, including the markets in which we operate, holiday seasons, climate, economic conditions and numerous other factors. A substantial portion of our revenue is derived from clients in industries whose shipping patterns are tied closely to consumer demand which can sometimes be difficult to predict or are based on just-in-time production schedules. Therefore, our revenue is, to a larger degree, affected by factors that are outside of our control. There can be no assurance that our historic operating patterns will continue in future periods as we cannot influence or forecast many of these factors.
 
Our industry is consolidating and if we cannot gain sufficient market presence in our industry, we may not be able to compete successfully against larger, global companies in our industry.
 
There currently is a marked trend within our industry toward consolidation of the niche players into larger companies that are attempting to increase global operations through the acquisition of regional and local freight forwarders. If we cannot gain sufficient market presence or otherwise establish a successful strategy in our industry, we may not be able to compete successfully against larger companies in our industry with global operations.
 
Our information technology systems are subject to risks which we cannot control.
 
Our information technology systems are dependent upon third party communications providers, web browsers, telephone systems and other aspects of the Internet infrastructure which have experienced significant system failures and electrical outages in the past. Our systems are susceptible to outages due to fire, floods, power loss, telecommunications failures, break-ins and similar events. Despite our implementation of network security measures, our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems. The occurrence of any of these events could disrupt or damage our information technology systems and inhibit our internal operations, and our ability to provide services to our customers.
 
If we are not able to limit our liability for customers’ claims through contract terms and limit our exposure through the purchase of insurance, we could be required to pay large amounts to our clients as compensation for their claims and our results of operations could be materially adversely affected.
 
In general, we seek to limit by contract and/or International Conventions and laws our liability to our clients for loss or damage to their goods to $20 per kilogram (approximately $9.07 per pound) and $500 per carton or customary unit, for ocean freight shipments, again depending on the International Convention. For truck/land based risks there are a variety of limits ranging from a nominal amount to full value. However, because a freight forwarder’s relationship to an airline or ocean carrier is that of a shipper to a carrier, the airline or ocean carrier generally assumes the same responsibility to us as we assume to our clients. When we act in the capacity of an authorized agent for an air or ocean carrier, the carrier, rather than us, assumes liability for the safe delivery of the client’s cargo to its ultimate destination, unless due to our own errors and omissions.

 
10

 
 
We have, from time to time, made payments to our clients for claims related to our services and may make such payments in the future. Should we experience an increase in the number or size of such claims or an increase in liability pursuant to claims or unfavorable resolutions of claims, our results could be adversely affected. There can be no assurance that our insurance coverage will provide us with adequate coverage for such claims or that the maximum amounts for which we are liable in connection with our services will not change in the future or exceed our insurance levels. As with every insurance policy, there are limits, exclusions and deductibles that apply and we could be subject to claims for which insurance coverage may be inadequate or even disputed and which claims could adversely impact our financial condition and results of operations. In addition, significant increases in insurance costs could reduce our profitability.
 
Our failure to comply with, or the costs of complying with, government regulation could negatively affect our results of operation.
 
Our freight forwarding business as an indirect air cargo carrier is subject to regulation by the United States Department of Transportation ("DOT") under the Federal Aviation Act, and by the Department of Homeland Security and the Transportation Security Administration ("TSA"). Our overseas independent agents’ air freight forwarding operations are subject to regulation by the regulatory authorities of the respective foreign jurisdictions. The air freight forwarding industry is subject to regulatory and legislative changes which can affect the economics of the industry by requiring changes in operating practices or influencing the demand for, and the costs of providing, services to customers. We do not believe that costs of regulatory compliance have had a material adverse impact on our operations to date. However, our failure to comply with any applicable regulations could have an adverse effect. There can be no assurance that the adoption of future regulations would not have a material adverse effect on our business.
 
Our present levels of capital may limit the implementation of our business strategy.
 
The objective of our business strategy is to build a global logistics services organization. One element of this strategy is an acquisition program which contemplates the acquisition of a number of diverse companies within the logistics industry covering a variety of geographic regions and specialized service offerings.  We have a limited amount of cash resources and our ability to make additional acquisitions without securing additional financing from outside sources is limited. This may limit or slow our ability to achieve the critical mass we need to achieve our strategic objectives.
 
Our credit facility contains financial covenants that may limit its current availability.
 
The terms of our credit facility are subject to certain financial covenants which may limit the amount otherwise available under that facility. Principal among these are financial covenants that limit funded debt to a multiple of our consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA"). Under this covenant, our funded debt is limited to a multiple of 4.00 of our EBITDA measured on a rolling four quarter basis. Our ability to generate EBITDA will be critical to our ability to use the full amount of the credit facility.
 
Dependence on key personnel.
 
For the foreseeable future our success will depend largely on the continued services of our Chief Executive Officer, Bohn H. Crain, as well as certain of the other key executives of Radiant Global Logistics, because of their collective industry knowledge, marketing skills and relationships with major vendors and owners of our exclusive agent stations. We have secured employment arrangements with each of these individuals, which contain non-competition covenants which survive their actual term of employment. Nevertheless, should any of these individuals leave the Company it could have a material adverse effect on our future results of operations.

 
11

 
 
Terrorist attacks and other acts of violence or war may affect any market on which our shares trade, the markets in which we operate, our operations and our profitability.
 
Terrorist acts or acts of war or armed conflict could negatively affect our operations in a number of ways. Primarily, any of these acts could result in increased volatility in or damage to the U.S. and worldwide financial markets and economy and could lead to increased regulatory requirements with respect to the security and safety of freight shipments and transportation. They could also result in a continuation of the current economic uncertainty in the United States and abroad. Acts of terrorism or armed conflict, and the uncertainty caused by such conflicts, could cause an overall reduction in worldwide sales of goods and corresponding shipments of goods. This would have a corresponding negative effect on our operations. Also, terrorist activities similar to the type experienced on September 11, 2001 could result in another halt of trading of securities, which could also have an adverse effect on the trading price of our shares and overall market capitalization.
 
RISKS RELATED TO OUR ACQUISITION STRATEGY
 
There is a scarcity of and competition for acquisition opportunities.
 
There are a limited number of operating companies available for acquisition which we deem to be desirable targets. In addition, there is a very high level of competition among companies seeking to acquire these operating companies. We are and will continue to be a very minor participant in the business of seeking acquisitions of these types of companies. A large number of established and well-financed entities are active in acquiring interests in companies which we may find to be desirable acquisition candidates. Many of these entities have significantly greater financial resources, technical expertise and managerial capabilities than us. Consequently, we will be at a competitive disadvantage in negotiating and executing possible acquisitions of these businesses. Even if we are able to successfully compete with these entities, this competition may affect the terms of completed transactions and, as a result, we may pay more than we expected for potential acquisitions. We may not be able to identify operating companies that complement our strategy, and even if we identify a company that complements our strategy, we may be unable to complete an acquisition of such a company for many reasons, including:
 
 
·
failure to agree on the terms necessary for a transaction, such as the purchase price;
 
·
incompatibility between our operational strategies and management philosophies;
 
·
and those of the potential acquiree;
 
·
competition from other acquirers of operating companies;
 
·
lack of sufficient capital to acquire a profitable logistics company; and
 
·
unwillingness of a potential acquiree to work with our management.
 
Risks related to acquisition financing.
 
In order to continue to pursue our acquisition strategy in the longer term, we may be required to obtain additional financing. We intend to obtain such financing through a combination of traditional debt financing or the placement of debt and equity securities. We may finance some portion of our future acquisitions by either issuing equity or by using shares of our common stock for all or a portion of the purchase price for such businesses. In the event that our common stock does not attain or maintain a sufficient market value, or potential acquisition candidates are otherwise unwilling to accept common stock as part of the purchase price for the sale of their businesses, we may be required to utilize more of our cash resources, if available, in order to maintain our acquisition program. If we do not have sufficient cash resources, we will not be able to complete acquisitions and our growth could be limited unless we are able to obtain additional capital through debt or equity financings.

 
12

 

Our credit facility places certain limits on the type and number of acquisitions we may make.
 
In March 2010, our $15.0 million revolving credit facility, including a $0.5 million sublimit to support letters of credit, was increased to $20.0 million, to provide additional funding for further acquisitions and our on-going working capital requirements. Under the terms of the credit facility, we are subject to a number of financial and operational covenants which may limit the number of additional acquisitions we make without the lender’s consent. In the event that we are not able to satisfy the conditions of the credit facility in connection with a proposed acquisition, we would have to forego the acquisition unless we either obtained the lender’s consent or retired the credit facility. This may prevent us from completing acquisitions which we determine are desirable from a business perspective and limit or slow our ability to achieve the critical mass we need to achieve our strategic objectives.
 
To the extent we make any material acquisitions, our earnings will be adversely affected by non-cash charges relating to the amortization of intangibles which may cause our stock price to decline.
 
Under applicable accounting standards, purchasers are required to allocate the total consideration paid in a business combination to the identified acquired assets and liabilities based on their fair values at the time of acquisition. The excess of the consideration paid to acquire a business over the fair value of the identifiable tangible assets acquired must be allocated among identifiable intangible assets including goodwill. The amount allocated to goodwill is not subject to amortization. However, it is tested at least annually for impairment. The amount allocated to identifiable intangibles, such as customer relationships and the like, is amortized over the life of these intangible assets. We expect that this will subject us to periodic charges against our earnings to the extent of the amortization incurred for that period. Because our business strategy focuses on growth through acquisitions, our future earnings will be subject to greater non-cash amortization charges than a company whose earnings are derived organically. As a result, we will experience an increase in non-cash charges related to the amortization of intangible assets acquired in our acquisitions. Our financial statements will show that our intangible assets are diminishing in value, when, in fact, we believe they may be increasing because we are growing the value of our intangible assets (e.g. customer relationships). Because of this discrepancy, we believe our EBITDA, a measure of financial performance which does not conform to generally accepted accounting principles ("GAAP"), provides a meaningful measure of our financial performance. However, the investment community generally measures a public company’s performance by its net income.  Further, the financial covenants of our credit facility adjust EBITDA to exclude costs related to share based compensation and other non-cash charges.  Thus, we believe EBITDA, and adjusted EBITDA, provide a meaningful measure of our financial performance.  If the investment community elects to place more emphasis on net income, the future price of our common stock could be adversely affected.
 
We are not obligated to follow any particular criteria or standards for identifying acquisition candidates.
 
Even though we have developed general acquisition guidelines, we are not obligated to follow any particular operating, financial, geographic or other criteria in evaluating candidates for potential acquisitions or business combinations. We will target companies which we believe will provide the best potential long-term financial return for our stockholders and we will determine the purchase price and other terms and conditions of acquisitions. Our stockholders will not have the opportunity to evaluate the relevant economic, financial and other information that our management team will use and consider in deciding whether or not to enter into a particular transaction.
 
We may be required to incur a significant amount of indebtedness in order to successfully implement our acquisition strategy.
 
We may be required to incur a significant amount of indebtedness in order to complete future acquisitions. If we are not able to generate sufficient cash flow from the operations of acquired companies to make scheduled payments of principal and interest on the indebtedness, then we will be required to use our capital for such payments. This will restrict our ability to make additional acquisitions. We may also be forced to sell an acquired company in order to satisfy indebtedness. We cannot be certain that we will be able to operate profitably once we incur this indebtedness or that we will be able to generate a sufficient amount of proceeds from the ultimate disposition of such acquired companies to repay the indebtedness incurred to make these acquisitions.

 
13

 
 
We may experience difficulties in integrating the operations, personnel and assets of companies that we acquire which may disrupt our business, dilute stockholder value and adversely affect our operating results.
 
A core component of our business plan is to acquire businesses and assets in the transportation and logistics industry. We have only made a limited number of acquisitions and, therefore, our ability to complete such acquisitions and integrate any acquired businesses into our operations is unproven. Increased competition for acquisition candidates may develop, in which event there may be fewer acquisition opportunities available to us as well as higher acquisition prices. There can be no assurance that we will be able to identify, acquire or profitably manage businesses or successfully integrate acquired businesses into the Company without substantial costs, delays or other operational or financial problems. Such acquisitions also involve numerous operational risks, including:
 
 
·
difficulties in integrating operations, technologies, services and personnel;
 
·
the diversion of financial and management resources from existing operations;
 
·
the risk of entering new markets;
 
·
the potential loss of key employees; and
 
·
the inability to generate sufficient revenue to offset acquisition or investment costs.
 
As a result, if we fail to properly evaluate and execute any acquisitions or investments, our business and prospects may be seriously harmed.
 
RISKS RELATED TO OUR COMMON STOCK
 
Provisions of our certificate of incorporation, bylaws and Delaware law may make a contested takeover of our Company more difficult.
 
Certain provisions of our certificate of incorporation, bylaws and the General Corporation Law of the State of Delaware ("DGCL") could deter a change in our management or render more difficult an attempt to obtain control of us, even if such a proposal is favored by a majority of our stockholders. For example, we are subject to the provisions of the DGCL that prohibit a public Delaware corporation from engaging in a broad range of business combinations with a person who, together with affiliates and associates, owns 15% or more of the corporation’s outstanding voting shares (an "interested stockholder") for three years after the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Our certificate of incorporation provides that directors may only be removed for cause by the affirmative vote of 75% of our outstanding shares and that amendments to our bylaws require the affirmative vote of holders of two-thirds of our outstanding shares. Our certificate of incorporation also includes undesignated preferred stock, which may enable our Board of Directors to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise. Finally, our bylaws include an advance notice procedure for stockholders to nominate directors or submit proposals at a stockholders meeting.
 
Trading in our common stock has been limited and there is no significant trading market for our common stock.
 
Our common stock is not listed on any stock exchange. Instead, our common stock was quoted on the OTC Bulletin Board and transitioned to the OTCQB in February of 2011. The OTCQB is one of three tiers established by OTC Markets Group, Inc. Trading on the OTCQB is often characterized by low trading volume and significant price fluctuations. Because of this limited liquidity, stockholders may be unable to sell their shares. The trading price of our shares may from time to time fluctuate widely. The trading price may be affected by a number of factors including events described in the risk factors set forth in this report as well as our operating results, financial condition, announcements, general conditions in the industry, and other events or factors. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock.

 
14

 

The influx of additional shares of our common stock onto the market may create downward pressure on the trading price of our common stock.
 
We completed private placements of approximately 15.4 million shares of our common stock between October 2005 and February 2006.  The availability of those shares for sale to the public under Rule 144 of the Securities Act of 1933, as amended, and sale of such shares in public markets could have an adverse effect on the market price of our common stock. Such an adverse effect on the market price would make it more difficult for us to sell our equity securities in the future at prices which we deem appropriate or to use our shares as currency for future acquisitions which will make it more difficult to execute our acquisition strategy.
 
The issuance of additional shares in connection with the Adcom and other potential acquisitions may result in additional dilution to our existing stockholders.
 
We have issued, and may be required to issue, additional shares of common stock or common stock equivalents in payment of the purchase price of companies we have acquired.  This will have the effect of further increasing the number of shares outstanding. In connection with future acquisitions, we may undertake the issuance of more shares of common stock without notice to our then existing stockholders. We may also issue additional shares in order to, among other things, compensate employees or consultants or for other valid business reasons in the discretion of our Board of Directors, and could result in diluting the interests of our existing stockholders.
 
We may issue shares of preferred stock with greater rights than our common stock.
 
Although we have no current plans or agreements to issue any preferred stock, our certificate of incorporation authorizes our board of directors to issue shares of preferred stock and to determine the price and other terms for those shares without the approval of our shareholders. Any such preferred stock we may issue in the future could rank ahead of our common stock, in terms of dividends, liquidation rights, and voting rights.
 
As we do not anticipate paying dividends, investors in our shares will not receive any dividend income.
 
We have not paid any cash dividends on our common stock since our inception and we do not anticipate paying cash dividends in the foreseeable future. Any dividends that we may pay in the future will be at the discretion of our Board of Directors and will depend on our future earnings, any applicable regulatory considerations, covenants of our debt facility, our financial requirements and other similarly unpredictable factors.  Our ability to pay dividends is further limited by the terms of our credit facility with Bank of America, N.A.  For the foreseeable future, we anticipate that we will retain any earnings which we may generate from our operations to finance and develop our growth and that we will not pay cash dividends to our stockholders. Accordingly, investors seeking dividend income should not purchase our stock.
 
We are not subject to certain corporate governance provisions of the Sarbanes-Oxley Act of 2002.
 
Since our common stock is not listed for trading on a national securities exchange, we are not subject to certain of the corporate governance requirements established by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002. These include rules relating to independent directors, and independent director nomination, audit and compensation committees.  Unless we voluntarily elect to comply with those obligations, investors in our shares will not have the protections offered by those corporate governance provisions. As of the date of this report, we have not elected to comply with any regulations that do not apply to us. While we may make an application to have our securities listed for trading on a national securities exchange, which would require us to comply with those obligations, we cannot assure that we will do so or that such application will be approved.

 
15

 
 
We are required to comply with Section 404a of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.
 
Rules adopted by the SEC pursuant to Section 404a of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal controls over financial reporting. Any failure to maintain adequate controls could result in delays or inaccuracies in reporting financial information or non-compliance with SEC reporting and other regulatory requirements, any of which could adversely affect our business and stock price.
 
ITEM 2. PROPERTIES
 
Our principal executive offices are located at 405 114th Avenue S.E., Bellevue, Washington 98004 and consist of 13,018 feet of office space which we lease for an average of $16,020 per month over the life of the lease expiring May 31, 2021.  Subsequent to year-end, we began subleasing 3,110 feet of office space in the same building for an average of $4,067 per month over the life of the sublease expiring May 31, 2020. In addition, we lease 92,503 feet of space for our company-owned station in Somerset, NJ for an average of $43,816 per month over the life of the lease expiring November 30, 2014. For our company-owned station in Hawthorne, CA, we lease 140,200 of space in two neighboring buildings for an average of $85,879 per month over the life of lease expiring February 29, 2016. We also own a small parcel of undeveloped acreage located at Grays Harbor, Washington, which is not material to our business.  We believe our current offices are adequately covered by insurance and are sufficient to support our operations for the foreseeable future.
 
ITEM 3. LEGAL PROCEEDINGS
 
From time to time, our operating subsidiaries are involved in legal matters or named as a defendant in legal actions arising in its ordinary course of business.
 
ITEM 4. REMOVED AND RESERVED
 
PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market Information
 
Our common stock currently trades on the OTCQB under the symbol "RLGT.PK." Prior to February 2011, our common stock was quoted on the OTCBB. The following table states the range of the high and low bid-prices per share of our common stock for each of the calendar quarters during our past two fiscal years, as reported by the OTCQB or OTCBB, as applicable. These quotations represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. The last price of our common stock as reported on the OTCQB on October 5, 2011, was $2.18 per share.
 
   
High
   
Low
 
Year Ended June 30, 2011:
           
Quarter ended June 30, 2011
  $ 2.45     $ 2.00  
Quarter ended March 31, 2011
    2.05       .90  
Quarter ended December 31, 2010
    1.20       .36  
Quarter ended September 30, 2010
    .39       .27  
                 
Year Ended June 30, 2010:
               
Quarter ended June 30, 2010
  $ .30     $ .23  
Quarter ended March 31, 2010
    .26       .22  
Quarter ended December 31, 2009
    .32       .21  
Quarter ended September 30, 2009
    .32       .20  

 
16

 

Holders
 
As of October 5, 2011, the number of stockholders of record of our common stock was 125.  We believe there are additional beneficial owners of our common stock who hold their shares in street name.
 
Dividend Policy
 
We have not paid any cash dividends on our common stock to date, and we have no intention of paying cash dividends in the foreseeable future. Whether we declare and pay dividends will be determined by our board of directors at its discretion, subject to certain limitations imposed under Delaware law. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operations, financial condition, cash requirements and other factors deemed relevant by our Board of Directors. Our ability to pay dividends is limited by the terms of our Bank of America, N.A. credit facility.
 
Transfer Agent
 
Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, NY 11042, serves as our transfer agent.
 
Recent Issuance of Unregistered Securities
 
Since June 30, 2010, we have issued the following unregistered securities:
 
 
·
In January 2011, we issued 732,038 shares of common stock to Robert Friedman, the former sole shareholder of Adcom Express, Inc. (“Adcom”).  The shares issued to Mr. Friedman, valued at approximately $0.26 million, were issued in connection with an earn-out obligation derived from our acquisition of Adcom in September 2008.
 
 
·
In June 2011, we issued an aggregate of 90,250 shares of common stock to certain select independent agents affiliated with DBA.  The shares were valued at approximately $0.18 million.
 
 
·
In June 2011, we issued an aggregate of 1,071,429 shares of our common stock to a group of 13 former shareholders of DBA.  The shares, valued at approximately $2.4 million, were issued in connection with the conversion of approximately $2.4 million of a multi-year promissory note in the original principal amount of $4.8 million, issued in connection with the acquisition of DBA.
 
We did not utilize or engage a principal underwriter in connection with any of the above securities transactions. The above securities were only offered and sold to “accredited investors” as that term is defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended. Management believes the above shares of common stock were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
 
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the consolidated financial statements and the related notes and other information included elsewhere in this report.

 
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Overview
 
We are a Bellevue, Washington based non-asset based logistics company providing domestic and international freight forwarding services & fulfillment services through a network which includes a combination of company-owned and exclusive agent offices across North America.  Operating under the Airgroup, Adcom, DBA & Radiant brands, we service a diversified account base including manufacturers, distributors and retailers using a network of independent carriers and international agents positioned strategically around the world.
 
As a non-asset based provider of third-party logistics services, we seek to limit our investment in equipment, facilities and working capital through contracts and preferred provider arrangements with various transportation providers who generally provide us with favorable rates, minimum service levels, capacity assurances and priority handling status. Our non-asset based approach allows us to maintain a high level of operating flexibility and leverage a cost structure that is highly variable in nature while the volume of our flow of freight enables us to negotiate attractive pricing with our transportation providers.
 
We continue to identify a number of additional companies as suitable acquisition candidates and have completed two material acquisitions since our initial acquisition of Airgroup in January of 2006.  In November 2007, we acquired the Automotive Services Group in Detroit, Michigan to service the automotive industry. In September 2008, we acquired Adcom, adding an additional 30 locations across North America and augmenting our overall domestic and international freight forwarding capabilities. In April of 2011, we acquired DBA Distribution Services, Inc., d/b/a Distribution by Air (“DBA”), adding an additional 25 locations across North America further expanding our fiscal network and service capabilities. We have built a global transportation and supply chain management company offering our customers domestic and international freight forwarding services and an expanding array of value added supply chain management services, including order fulfillment, inventory management, and warehousing.
 
Our growth strategy will continue to focus on both organic growth and acquisitions.  From an organic perspective, we will focus on strengthening existing and expanding new customer relationships. One of the drivers of our organic growth will be retaining existing, and securing new exclusive agency locations. Since our acquisition of Airgroup, we have focused our efforts on the build-out of our network of exclusive agency offices, as well as enhancing our back-office infrastructure and transportation and accounting systems.  We will continue to search for targets that fit within our acquisition criteria.
 
Our acquisition strategy relies upon two primary factors:  first, our ability to identify and acquire target businesses that fit within our general acquisition criteria; and second, the continued availability of capital and financing resources sufficient to complete these acquisitions. Our ability to secure additional financing will rely upon the sale of debt or equity securities, and the development of an active trading market for our securities.
 
Successful implementation of our growth strategy depends upon a number of factors, including our ability to: (i) continue developing new agency locations; (ii) locate acquisition opportunities; (iii) secure adequate funding to finance identified acquisition opportunities; (iv) efficiently integrate the businesses of the companies acquired; (v) generate the anticipated economies of scale from the integration; and (vi)  maintain the historic sales growth of the acquired businesses in order to generate continued organic growth.  There are a variety of risks associated with our ability to achieve its strategic objectives, including the ability to acquire and profitably manage additional businesses and the intense competition in the industry for customers and for acquisition candidates.
 
Performance Metrics
 
Our principal source of income is derived from freight forwarding services. As a freight forwarder, we arrange for the shipment of our customers’ freight from point of origin to point of destination. Generally, we quote our customers a turnkey cost for the movement of their freight. Our price quote will often depend upon the customer’s time-definite needs (first day through fifth day delivery), special handling needs (heavy equipment, delicate items, environmentally sensitive goods, electronic components, etc.), and the means of transport (truck, air, ocean or rail). In turn, we assume the responsibility for arranging and paying for the underlying means of transportation.

 
18

 
 
Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean and rail services. We act principally as the service provider to add value in the execution and procurement of these services to our customers. Our net transportation revenue (gross transportation revenue less the direct cost of transportation) is the primary indicator of our ability to source, add value and resell services provided by third parties, and is considered by management to be a key performance measure. In addition, management believes measuring its operating costs as a function of net transportation revenue provides a useful metric, as our ability to control costs as a function of net transportation revenue directly impacts operating earnings.
 
Our operating results will be affected as acquisitions occur. Since all acquisitions are made using the purchase method of accounting for business combinations, our financial statements will only include the results of operations and cash flows of acquired companies for periods subsequent to the date of acquisition.
 
Our GAAP-based net income will be affected by non-cash charges relating to the amortization of customer related intangible assets and other intangible assets arising from completed acquisitions. Under applicable accounting standards, purchasers are required to allocate the total consideration in a business combination to the identified assets acquired and liabilities assumed based on their fair values at the time of acquisition. The excess of the consideration paid over the fair value of the identifiable net assets acquired is to be allocated to goodwill, which is tested at least annually for impairment. Applicable accounting standards require that we separately account for and value certain identifiable intangible assets based on the unique facts and circumstances of each acquisition. As a result of our acquisition strategy, our net income will include material non-cash charges relating to the amortization of customer related intangible assets and other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will actually be growing the value of our intangible assets (e.g., customer relationships). Thus, we believe that earnings before interest, taxes, depreciation and amortization, or EBITDA, is a useful financial measure for investors because it eliminates the effect of these non-cash costs and provides an important metric for our business.
 
Further, the financial covenants of our credit facility adjust EBITDA to exclude costs related to share based compensation expense, extraordinary items and other non-cash charges.
 
Our compliance with the financial covenants of our credit facility is particularly important given the materiality of the credit facility to our day-to-day operations and overall acquisition strategy. Our debt capacity, subject to the requisite collateral at an advance rate of 80% of eligible domestic accounts receivable and up to 60% of eligible foreign receivables, is limited to a multiple of 4.00 times our consolidated EBITDA (as adjusted) as measured on a rolling four quarter basis. If we fail to comply with the covenants in our credit facility and are unable to secure a waiver or other relief, our financial condition would be materiality weakened and our ability to fund day-to-day operations would be materially and adversely affected.  Accordingly, we intend to employ EBITDA and adjusted EBITDA as management tools to measure our historical financial performance and as a benchmark for future financial flexibility.
 
Our operating results are also subject to seasonal trends when measured on a quarterly basis. The impact of seasonality on our business will depend on numerous factors, including the markets in which we operate, holiday seasons, consumer demand and economic conditions. Since our revenue is largely derived from customers whose shipments are dependent upon consumer demand and just-in-time production schedules, the timing of our revenue is often beyond our control. Factors such as shifting demand for retail goods and/or manufacturing production delays could unexpectedly affect the timing of our revenue. As we increase the scale of our operations, seasonal trends in one area of our business may be offset to an extent by opposite trends in another area. We cannot accurately predict the timing of these factors, nor can we accurately estimate the impact of any particular factor, and thus we can give no assurance any historical seasonal patterns will continue in future periods.

 
19

 

Critical Accounting Policies
 
Accounting policies, methods and estimates are an integral part of the consolidated financial statements prepared by management and are based upon management’s current judgments. These judgments are normally based on knowledge and experience regarding to past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates that affect our financial statements, the areas that are particularly significant include the initial valuation of acquiried intangibles, assessment of the recoverability of long-lived assets (including acquired intangibles), recoverability of goodwill, and revenue recognition.
 
We perform an annual impairment test for goodwill. The first step of the impairment test requires us to determine the fair value of each reporting unit, and compare the fair value to the reporting unit's carrying amount. We have only one reporting unit.  To the extent a reporting unit's carrying amount exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and we must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. We typically perform our annual impairment test effective as of April 1 of each year, unless events or circumstances indicate, an impairment may have occurred before that time.
 
Acquired intangibles consist of customer related intangibles and non-compete agreements arising from our acquisitions. Customer related intangibles are amortized using accelerated methods over approximately five years and non-compete agreements are amortized using the straight line method over the term of the underlying agreements.
 
We review long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired.  Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, we estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset.  Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
 
As a non-asset based carrier we do not own transportation assets. We generate the major portion of its air and ocean freight revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to our customers. Based upon the terms in the contract of carriage, revenues related to shipments where we issue a House Airway Bill ("HAWB") or a House Ocean Bill of Lading ("HOBL") are recognized at the time the freight is tendered to the direct carrier at origin. Costs related to the shipments are also recognized at this same time based upon anticipated margins, contractual arrangements with direct carriers, and other known factors. The estimates are routinely monitored and compared to actual invoiced costs. The estimates are adjusted as deemed necessary by us to reflect differences between the original accruals and actual costs of purchased transportation.
 
This method generally results in recognition of revenues and purchased transportation costs earlier than the preferred methods under GAAP which do not recognize revenue until a proof of delivery is received or which recognize revenue as progress on the transit is made. Our method of revenue and cost recognition does not result in a material difference from amounts that would be reported under such other methods.

 
20

 

Results of Operations
 
Basis of Presentation
 
The results of operations discussion which appears below has been presented utilizing a combination of historical and, where relevant, pro forma unaudited information to include the effects of the acquisition of DBA on our consolidated financial statements during fiscal year 2011. The pro forma information has been presented for fiscal years ended June 30, 2011 and 2010 as if we had acquired DBA as of July 1, 2009. The pro forma results are also adjusted to reflect a consolidation of the historical results of operations of DBA and the Company as adjusted to reflect the amortization of acquired intangibles and are also provided in the Financial Statements included within this report.
 
The pro forma financial data is not necessarily indicative of results of operations that would have occurred had this acquisition been consummated at the beginning of the periods presented or which might be attained in the future.
 
Fiscal year ended June 30, 2011, compared to fiscal year ended June 30, 2010
 
We generated transportation revenue of $203.8 million and net transportation revenue of $62.5 million for the year ended June 30, 2011, as compared to transportation revenue of $146.7 million and net transportation revenue of $45.6 million for the year ended June 30, 2010.  Net income was $2.9 million for the year ended June 30, 2011, compared to net income of $2.0 million for the year ended June 30, 2010.
 
We had adjusted EBITDA of $6.8 million and $4.2 million for years ended June 30, 2011 and 2010, respectively. EBITDA is a non-GAAP measure of income and does not include the effects of 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 property, plant and equipment, all amortization charges relating to leasehold improvements and other intangible assets, and impairment charges relating to goodwill. We then further adjust EBITDA to exclude costs related to share based compensation expense, unusual items and other non-cash charges consistent with the financial covenants of our credit facility. Our ability to generate adjusted EBITDA ultimately limits the amount of debt that we may carry and is a good indicator of our financial flexibility and capacity to complete additional acquisitions in compliance with the credit agreement.  A violation of this covenant in the credit agreement would greatly limit our financial flexibility, reduce available liquidity, and absent a waiver, could give rise to an event of default under the credit agreement.  For the forgoing reasons, we believe that the credit agreement is material to our operations and that adjusted EBITDA is important to an evaluation of our financial condition and liquidity.  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.
 
The following table provides a reconciliation for the fiscal years ended June 30, 2011 and June 30, 2010 of adjusted EBITDA to net income, the most directly comparable GAAP measure in accordance with SEC Regulation G (in thousands):
 
   
Years ended June 30,
   
Change
 
   
2011
   
2010
   
Amount
   
Percent
 
                         
Net income
  $ 2,852     $ 1,959     $ 893       45.6 %
Income tax expense
    2,025       1,093       932       85.3 %
Net interest expense
    207       135       72       53.3 %
Depreciation and amortization
    1,325       1,598       (273 )     (17.1 )%
                                 
EBITDA (Earnings before interest, taxes, depreciation and amortization)
  $ 6,409     $ 4,785     $ 1,624       33.9 %
                                 
Share based compensation and other non-cash costs
    125       315       (190 )     (60.3 )%
Gain on extinguishment of debt
    -       (135 )     (135 )     (100.0 )%
Expenses specifically attributable to acquisition of DBA
    139       -       139       N/A  
Business & Occupancy tax refund
    -       (364 )     364       (100.0 )%
Loss (gain) on litigation settlement
    150       (355 )     505       (142.3 )%
Adjusted EBITDA
  $ 6,823     $ 4,246     $ 2,577       60.7 %

 
21

 
 
The following table summarizes transportation revenue, cost of transportation and net transportation revenue (in thousands) for the fiscal years ended June 30, 2011 and June 30, 2010:
 
   
Years ended June 30,
   
Change
 
   
2011
   
2010
   
Amount
   
Percent
 
                         
Transportation revenue
  $ 203,820     $ 146,716     $ 57,104       38.9 %
Cost of transportation
    141,315       101,086       40,229       39.8 %
                                 
Net transportation revenue
  $ 62,505     $ 45,630     $ 16,875       37.0 %
Net transportation margins
    30.7 %     31.1 %                
 
We generated transportation revenue of $203.8 million and net transportation revenue of $62.5 million for the year ended June 30, 2011, as compared to transportation revenue of $146.7 million and net transportation revenue of $45.6 million for the year ended June 30, 2010.  Domestic and international transportation revenue was $113.9 million and $89.9 million, respectively, for the year ended June 30, 2011, compared with $78.6 million and $68.1 million, respectively, for the year ended June 30, 2010.  Transportation revenues and costs of transportation increased in fiscal year 2011 primarily due to the acquisition of DBA in the fourth quarter.
 
Cost of transportation was 69.3% and 68.9% of transportation revenue for the years ended June 30, 2011 and 2010, respectively.  Net transportation margins were 30.7% and 31.1% of transportation revenue for the years ended June 30, 2011 and 2010, respectively.  The nominal margin regression was attributed to differing product mixes of shipments and services throughout the fiscal year with slightly lower margin characteristics.
 
The following table compares condensed consolidated statement of income data as a percentage of our net transportation revenue (in thousands) for the fiscal years ended June 30, 2011 and June 30, 2010:
 
   
Years ended June 30,
       
   
2011
   
2010
   
Change
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
                                     
Net transportation revenue
  $ 62,505       100.0 %   $ 45,630       100.0 %   $ 16,875       37.0 %
                                                 
Agent commissions
    42,353       67.8 %     31,377       68.8 %     10,976       35.0 %
Personnel costs
    7,734       12.4 %     5,882       12.9 %     1,852       31.5 %
Selling, general and administrative
    5,335       8.5 %     4,295       9.4 %     1,040       24.2 %
Transition costs associated with DBA acquisition
    583       0.9 %     -       0.0 %     583       N/A  
Depreciation and amortization
    1,325       2.1 %     1,598       3.5 %     (273 )     (17.1 )%
                                                 
Total operating costs
    57,330       91.7 %     43,152       94.6 %     14,178       32.9 %
                                                 
Income from operations
    5,175       8.3 %     2,478       5.4 %     2,697       108.8 %
Other (expense) income
    (139 )     (0.2 )%     693       1.5 %     (832 )     (120.1 )%
                                                 
Income before income taxes and non-controlling interest
    5,036       8.1 %     3,171       6.9 %     1,865       58.8 %
Income tax expense
    (2,025 )     (3.3 )%     (1,093 )     (2.4 )%     (932 )     85.3 %
                                                 
Income before non-controlling interest
    3,011       4.8 %     2,078       4.6 %     933       44.9 %
Non-controlling interest
    (159 )     (0.2 )%     (119 )     (0.3 )%     (40 )     33.6 %
                                                 
Net income
  $ 2,852       4.6 %   $ 1,959       4.3 %   $ 893       45.6 %

 
22

 
 
Agent commissions were $42.4 million for the year ended June 30, 2011, an increase of 35.0% from $31.4 million for the year ended June 30, 2010, as a result of increased revenues associated with newly-added agent-based locations, as well as the acquisition of DBA. As a percentage of net revenues, agent commissions decreased to 67.8% for the year ended June 30, 2011, from 68.8% for the year ended June 30, 2010. The decrease is attributed to additional company-owned locations where commissions are not payable, principally associated with the acquisition of DBA which includes two large company-owned locations.
 
Personnel costs consist of payroll, payroll taxes, benefits and stock compensation expense. Personnel costs were $7.7 million for the year ended June 30, 2011, an increase of 31.5% from $5.9 million for the year ended June 30, 2010. The increase was primarily attributed to the increased personnel costs associated with acquiring DBA. As a percentage of net revenues, personnel costs decreased to 12.4% for the year ended June 30, 2011, from 12.9% for the year ended June 30, 2010.
 
Selling, general and administrative ("SG&A") costs consist primarily of marketing, rent, professional services, insurance and travel expenses. SG&A costs were $5.3 million for the year ended June 30, 2011, an increase of 24.2% from $4.3 million for the year ended June 30, 2010. The increase was primarily attributed to increased costs associated with the acquisition of DBA. As a percentage of net revenues, SG&A costs decreased to 8.6% for the year ended June 30, 2011, from 9.4% for the year ended June 30, 2010.
 
Transition costs associated with DBA acquisition were $0.6 million for the year ended June 30, 2011. There were no such costs during the comparable prior period. As a percentage of net transportation revenue, non-recurring transition costs were 0.9% for the year ended June 30, 2011.
 
Depreciation and amortization costs were $1.3 million for the year ended June 30, 2011, a decrease of 17.1% from $1.6 million for the year ended June 30, 2010. The decrease related primarily to lower amortization expenses of intangibles associated with the RGL and Adcom acquisitions which were slightly offset by amortization costs associated with the intangibles of DBA. As a percentage of net revenues, depreciation and amortization decreased to 2.1% for the year ended June 30, 2011 from 3.5% for the year ended June 30, 2010.
 
Income from operations was $5.2 million for the year ended June 30, 2011, compared to income from operations of $2.5 million for the year ended June 30, 2010.
 
Other expense was $0.1 million for the year ended June 30, 2011, as compared to other income of $0.7 million during year ended June 30, 2010. The change was primarily due to gains associated with a litigation settlement, extinguishments of debt and foreign currency exchange during 2010 which were not replicated in 2011. As a percentage of net revenues, other expense was 0.2% for the year ended June 30, 2011 and other income was 1.5% for the year ended June 30, 2010.
 
Net income for the year ended June 30, 2011 was $2.9 million as compared to net income of $2.0 million for the year ended June 30, 2010.
 
Supplemental Pro forma Information
 
The following table provides a reconciliation for the fiscal years ended June 30, 2011 and 2010 (pro forma and unaudited) of adjusted EBITDA to net income, the most directly comparable GAAP measure in accordance with SEC Regulation G (in thousands):
 
   
Years ended June 30,
   
Change
 
   
2011
   
2010
   
Amount
   
Percent
 
                         
Net income
  $ 3,063     $ 1,822     $ 1,241       68.1 %
Income tax expense
    1,820       1,040       780       75.0 %
Net interest expense
    261       205       56       27.3 %
Depreciation and amortization
    1,466       2,276       (810 )     (35.6 )%
                                 
EBITDA (Earnings before interest, taxes, depreciation and amortization)
  $ 6,610     $ 5,343     $ 1,267       23.7 %
                                 
Share based compensation and other non-cash costs
    125       315       (190 )     (60.3 )%
Loss (gain) on extinguishment of debt
    150       (135 )     285       (211.1 )%
Expenses specifically attributable to acquisition of DBA
    139       -       139       N/A  
Business & Occupancy tax refund
    -       (364 )     364       (100.0 )%
Gain on litigation settlement
    -       (355 )     355       (100.0 )%
Adjusted EBITDA
  $ 7,024     $ 4,804     $ 2,220       46.2 %

 
23

 

The following table summarizes transportation revenue, cost of transportation and net transportation revenue (in thousands) for the fiscal years ended June 30, 2011 and 2010 (pro forma and unaudited):
 
   
Years ended June 30,
   
Change
 
   
2011
   
2010
   
Amount
   
Percent
 
                         
Transportation revenue
  $ 278,536     $ 234,061     $ 44,475       19.0 %
Cost of transportation
    191,604       159,495       32,109       20.1 %
                                 
Net transportation revenue
  $ 86,932     $ 74,566     $ 12,366       16.6 %
Net transportation margins
    31.2 %     31.9 %                

Transportation revenue was $278.5 million for the year ended June 30, 2011, an increase of 19.0% from $234.1 million for the year ended June 30, 2010.
 
Cost of transportation was $191.6 million for the year ended June 30, 2011, an increase of 20.1% from $159.5 million for the year ended June 30, 2010.
 
Net transportation margins decreased to 31.2% for the year ended June 30, 2011, compared to 31.9% for the year ended June 30, 2010.
 
The following table compares certain condensed consolidated statement of income data as a percentage of our net transportation revenue (in thousands) for the fiscal years ended June 30, 2011 and 2010 (pro forma and unaudited):
 
   
Years ended June 30,
       
   
2011
   
2010
   
Change
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
                                     
Net transportation revenue
  $ 86,932       100.0 %   $ 74,566       100.0 %   $ 12,366       16.6 %
                                                 
Agent commissions
    58,015       66.7 %     49,076       65.8 %     8,939       18.2 %
Personnel costs
    13,173       15.2 %     12,880       17.3 %     293       2.3 %
Selling, general and administrative
    8,390       9.6 %     8,087       10.8 %     303       3.7 %
Transition costs associated with DBA acquisition
    583       0.7 %     -       0.0 %     583       N/A  
Depreciation and amortization
    1,466       1.7 %     2,276       3.1 %     (810 )     (35.6 )%
                                                 
Total operating costs
    81,627       93.9 %     72,319       97.0 %     9,308       12.9 %
                                                 
Income from operations
    5,305       6.1 %     2,247       3.0 %     3,058       136.1 %
Other (expense) income
    (263 )     (0.3 )%     734       1.0 %     (997 )     (135.8 )%
                                                 
Income before income taxes and non-controlling interest
    5,042       5.8 %     2,981       4.0 %     2,061       69.1 %
Income tax expense
    (1,820 )     (2.1 )%     (1,040 )     (1.4 )%     (780 )     75.0 %
                                                 
Income before non-controlling interest
    3,222       3.7 %     1,941       2.6 %     1,281       66.0 %
Non-controlling interest
    (159 )     (0.2 )%     (119 )     (0.2 )%     (40 )     33.6 %
                                                 
Net income
  $ 3,063       3.5 %   $ 1,822       2.4 %   $ 1,241       68.1 %

 
24

 

Agent commissions were $58.0 million for the year ended June 30, 2011, an increase of 18.2% from $49.1 million for the year ended June 30, 2010. Agent commissions as a percentage of net transportation revenue increased to 66.7% of net transportation revenue the year ended June 30, 2011, compared to 65.8% for the comparable prior year period.
 
Personnel costs were $13.2 million for the year ended June 30, 2011, an increase of 2.3% from $12.9 million for the year ended June 30, 2010. Personnel costs as a percentage of net transportation revenue were 15.2% for the year ended June 30, 2011, a decrease from 17.3% for the comparable prior year period.
 
SG&A costs were $8.4 million for the year ended June 30, 2011, an increase of 3.7% from $8.1 million for the year ended June 30, 2010. As a percentage of net transportation revenue, SG&A costs decreased to 9.6% for the year ended June 30, 2011, from 10.8% for the comparable prior year period.
 
Transition costs associated with DBA acquisition were $0.6 million for the year ended June 30, 2011. There were no such costs during the comparable prior period. As a percentage of net transportation revenue, non-recurring transition costs were 0.7% for the year ended June 30, 2011.
 
Depreciation and amortization costs were $1.5 million for the year ended June 30, 2011, a decrease of 35.6% from $2.3 million for the year ended June 30, 2010. Depreciation and amortization as a percentage of net transportation revenue decreased to 1.7% for the year ended June 30, 2011, from 3.1% for the comparable prior year period.
 
Income from operations was $5.3 million for the year ended June 30, 2011, compared to income from operations of $2.2 million for the year ended June 30, 2010.
 
Other expense was $0.3 million for the year ended June 30, 2011, compared to other income of $0.7 million for the year ended June 30, 2010.
 
Net income was $3.1 million for the year ended June 30, 2011, compared to net income of $1.8 million for the year ended June 30, 2010.
 
Liquidity and Capital Resources
 
Net cash provided by operating activities for the year ended June 30, 2011 was $2.9 million, compared to net cash provided by operating activities for the year ended June 30, 2010 of $2.8 million. The change was principally driven by timing differences between the collection of receivables driven by overall growth and an increase in the our net income, offset by cash flows associated with an increase to the provision for doubtful accounts related to the acquired DBA receivables which historically have taken longer to collect, and the difference between the non-cash loss on litigation in fiscal 2011 as compared to the non-cash gain on litigation settlement in fiscal 2010.
 
Net cash used for investing was $5.4 million for the year ended June 30, 2011, compared to net cash used for investing activities of $1.9 million for the year ended June 30, 2010. Use of cash in 2011 consisted of $5.4 million for the acquisition of DBA (less cash acquired of $2.0 million), an additional $0.4 million for furniture and equipment, and $1.6 million paid to the former shareholders of subsidiaries. Use of cash in 2010 consisted of $1.4 million paid to former shareholders of subsidiaries and $0.5 million for furniture and equipment purchases.

 
25

 

Net cash provided by financing activities for the year ended June 30, 2011 was $2.2 million compared to net cash used for financing activities of $1.1 million for year ended June 30, 2010. Cash from financing activities in 2011 consisted of proceeds from our credit facility of $2.6 million and proceeds from sales of Company stock to DBA stations of $0.2 million, which amounts were offset by $0.5 million used to purchase shares of our common stock and $0.1 million in non-controlling interest distributions. Use of cash for 2010 consisted of $0.8 million used to purchase shares of our common stock, $0.2 million in payments to reduce our credit facility, and $0.1 million in non-controlling interest distributions.
 
Recent Acquisitions
 
Below are descriptions of recent material acquisitions including a breakdown of consideration paid at closing and future potential earn-out payments. We define "material acquisitions" as those with aggregate potential consideration of $1.0 million or more.
 
Effective September 1, 2008, we acquired all of the outstanding stock of Adcom Express, Inc. The transaction was valued at up to $11.05 million, consisting of: (i) $4.75 million in cash paid at the closing; (ii) $0.25 million in cash payable shortly after the closing, subject to adjustment, based upon the working capital of Adcom as of August 31, 2008; (iii) up to $2.8 million in four "Tier-1 Earn-Out Payments" of up to $0.7 million each, covering the four year earn-out period through 2012, based upon Adcom achieving certain levels of "Gross Profit Contribution" (as defined in the agreement), payable 50% in cash and 50% in shares of our common stock (valued at delivery date); (iv) a "Tier-2 Earn-Out Payment" of up to a maximum of $2.0 million, equal to 20% of the amount by which the Adcom cumulative Gross Profit Contribution exceeds $16.56 million during the four year earn-out period; and (v) an "Integration Payment" of $1.25 million payable on the earlier of the date certain integration targets are achieved or 18 months after the closing, payable 50% in cash and 50% in our shares of our common stock (valued at delivery date).
 
Through June 30, 2011, the former Adcom shareholders earned a total of $1,454,141 in base earn-out payments. Of this amount, $578,536 was paid in cash and $258,510 was settled in stock through the year ended June 30, 2011. The remaining amount of $617,095 is included in the amount Due to former shareholders of subsidiaries as of June 30, 2011.
 
Assuming minimum targeted earnings levels are achieved, the following table summarizes our contingent base earn-out payments related to the acquisition of Adcom, for the fiscal years indicated based on results of the prior year (in thousands):
 
Estimated payment anticipated for fiscal year(1):
 
2013
 
Earn-out period:
 
7/1/2011 –
6/30/2012
 
Earn-out payments:
     
Cash
  $ 350  
Equity
    350  
Total potential earn-out payments
  $ 700  
         
Total gross margin targets
  $ 4,320  
 
(1) Earn-out payments are paid October 1 following each fiscal year end in a combination of cash and Company common stock.
 
On April 6, 2011, we closed on an Agreement and Plan of Merger (the "Agreement") pursuant to which we acquired all of the outstanding stock of DBA Distribution Services, Inc. ("DBA"), a privately-held New Jersey corporation. For financial accounting purposes, the transaction was deemed to be effective as of April 1, 2011. DBA operates under the trade name "Distribution by Air" and provides a full range of domestic and international transportation and logistics services across North America. The shares of DBA were acquired by us via a merger transaction pursuant to which DBA was merged into a newly-formed subsidiary of the Company. The $12.0 million transaction consisted of cash of $5.4 million paid at closing, the delivery of $4.8 million in seller notes payable over the next three years, and $1.8 million in connection with the achievement of certain integration milestones to be paid within 180 days after the milestones have been achieved; however, no later than the 18th month anniversary of the closing. In May 2011, we elected to satisfy $2.4 million of the seller notes through the issuance of shares of the Company's common stock. The seller notes may be subject to acceleration upon occurrence of a “Corporate Transaction” (as defined in the Form of Note), which includes a future sale of DBA or Radiant, or certain changes in corporate control. The cash component of the transaction was financed through a combination of our existing funds and funds available under an existing revolving credit facility provided by Bank of America, N.A.

 
26

 

Founded in 1981, DBA services a diversified account base including manufacturers, distributors and retailers through a combination of company-owned logistics centers located in Somerset, New Jersey and Los Angeles, California and twenty-three agency offices across North America.
 
Credit Facility
 
In April 2011, in connection with the acquisition of DBA, the Company’s $20.0 million revolving credit facility, including a $0.5 million sublimit to support letters of credit (collectively, the "Facility"), was extended to a maturity date of March 31, 2013. The Facility is collateralized by accounts receivable and other assets of the Company and its subsidiaries. Advances under the Facility are available to fund future acquisitions, capital expenditures or for other corporate purposes Borrowings under the facility accrue interest, at the Company’s option, at the bank’s prime rate minus 0.75% to plus 0.50% or LIBOR plus 1.75% to 3.00%, and can be adjusted up or down during the term of the Facility based on the Company’s performance relative to certain financial covenants. The Facility is collateralized by accounts receivable and other assets of the Company and its subsidiaries and provides for advances of up to 80% of eligible domestic accounts receivable and for advances of up to 60% of eligible foreign accounts receivable.
 
The terms of the Facility are subject to certain financial and operational covenants which may limit the amount otherwise available under the Facility. The first covenant limits funded debt to a multiple of 4.00 times our consolidated EBITDA (as adjusted) measured on a rolling four quarter basis. The second financial covenant requires that we maintain a basic fixed charge coverage ratio of at least 1.1 to 1.0. The third financial covenant is a minimum profitability standard that requires us not to incur a net loss before taxes, amortization of acquired intangibles and extraordinary items in any two consecutive quarterly accounting periods.
 
Under the terms of the Facility, we are permitted to make additional acquisitions without the lender's consent only if certain conditions are satisfied. The conditions imposed by the Facility include the following: (i) the absence of an event of default under the Facility; (ii) the company to be acquired must be in the transportation and logistics industry; (iii) the purchase price to be paid must be consistent with the Company’s historical business and acquisition model; (iv) after giving effect for the funding of the acquisition, the Company must have undrawn availability of at least $1.0 million under the Facility; (v) the lender must be reasonably satisfied with projected financial statements the Company provides covering a 12 month period following the acquisition; (vi) the acquisition documents must be provided to the lender and must be consistent with the description of the transaction provided to the lender; and (vii) the number of permitted acquisitions is limited to three per calendar year and shall not exceed $10.0 million in aggregate purchase price financed by funded debt. In the event we are not able to satisfy the conditions of the Facility in connection with a proposed acquisition, we must either forego the acquisition, obtain the lender's consent, or retire the Facility. This may limit or slow our ability to achieve the critical mass it may need to achieve its strategic objectives.
 
The co-borrowers of the Facility include Radiant Logistics, Inc., RGL (f/k/a Airgroup Corporation), Adcom Express, Inc. (d/b/a Adcom Worldwide), DBA (d/b/a Distribution by Air), Radiant Transportation Services ("RTS", f/k/a Radiant Logistics Global Services, Inc.), and RLP. RLP is owned 40% by RGL and 60% by RCP, an affiliate of the Company’s Chief Executive Officer. RLP has been certified as a minority business enterprise, and focuses on corporate and government accounts with diversity initiatives. As a co-borrower under the Facility, the accounts receivable of RLP are eligible for inclusion within the overall borrowing base of the Company and all borrowers will be responsible for repayment of the debt associated with advances under the Facility, including those advanced to RLP. At June 30, 2011, we were in compliance with all of its covenants.

 
27

 

Given our continued focus on the build-out of our network of exclusive agency locations, we believe that our current working capital and anticipated cash flow from operations are adequate to fund existing operations. However, continued growth through strategic acquisitions, will require additional sources of financing as our existing working capital is not sufficient to finance our operations and an acquisition program. Thus, our ability to finance future acquisitions will be limited by the availability of additional capital. We may, however, finance acquisitions using our common stock as all or some portion of the consideration. In the event that our common stock does not attain or maintain a sufficient market value or potential acquisition candidates are otherwise unwilling to accept our securities as part of the purchase price for the sale of their businesses, we may be required to utilize more of our cash resources, if available, in order to continue our acquisition program. If we do not have sufficient cash resources through either operations or from debt facilities, our growth could be limited unless we are able to obtain such additional capital.
 
As of August 31, 2011, we have approximately $14.5 million in remaining availability under the Facility to support future acquisitions and our on-going working capital requirements. We expect to structure acquisitions with certain amounts paid at closing, and the balance paid over a number of years in the form of earn-out installments which are payable based upon the future earnings of the acquired businesses payable in cash, stock or some combination thereof. As we continue to execute our acquisition strategy, we will be required to make significant payments in the future if the earn-out installments under our various acquisitions become due. While we believe that a portion of any required cash payments will be generated by the acquired businesses, we may have to secure additional sources of capital to fund the remainder of any cash-based earn-out payments as they become due. This presents us with certain business risks relative to the availability of capacity under our Facility, the availability and pricing of future fund raising, as well as the potential dilution to our stockholders to the extent the earn-outs are satisfied directly, or indirectly, from the sale of equity.
 
Financial Outlook
 
For our fiscal year ending June 30, 2012, we are forecasting $9.3 million of adjusted EBITDA on total revenue of $285.0 million and expect net earnings of $3.4 million, compared to $6.8 million of adjusted EBITDA on total revenue of $203.8 million and net earnings of $2.9 million for our fiscal year ended June 30, 2011. Our guidance for fiscal year ending June 30, 2012, includes approximately $0.1 million in severance costs associated with the DBA transaction. The projected adjusted EBITDA for fiscal year ended June 30, 2012 is burdened by an estimated $0.7 in non-recurring transition costs associated with our acquisition of DBA which are anticipated through December 31, 2011.  Excluding these costs, adjusted EBITDA for the fiscal year ended June 30, 2012 is projected to be $10.0 million.
 
For our fiscal year ended June 30, 2012, we are forecasting $9.0 million of adjusted EBITDA on total revenue of $285.0 million and expect net earnings of $3.4 million, compared to $6.8 million of adjusted EBITDA on total revenue of $203.8 million and net earnings of $2.9 million for our fiscal year ended June 30, 2011. Our guidance for fiscal year ended June 30, 2012, includes approximately $0.5 million in non-recurring transition costs in connection with the wind-down of DBA's back office operations. This guidance does not include the benefit of any further acquisitions we may complete over the course of fiscal 2012.
 
Our estimate of future revenues and profits is based on the assumption that the cumulative historical financial results of operations of the Company for the most recent 12 months ended June 30, 2011 are indicative of the future financial performance and excludes the impact of further acquisitions, new agent stations or further improvement in the economic climate. A reconciliation of estimated annual adjusted EBITDA for the fiscal year ended June 30, 2011 amounts to net income, the most directly comparable GAAP measure, is as follows:
 
(Amounts in 000’s)
 
   
Outlook
Fiscal Year
Ended June 30,
2012
   
Actual
Fiscal Year
Ended June 30,
2011
 
Net income
  $ 3,798     $ 2,852  
 
               
Interest expense - net
    802       207  
Income tax expense
    2,327       2,025  
Depreciation and amortization
    2,048       1,325  
 
               
EBITDA
    8,975       6,409  
                 
Stock-based compensation and other non-cash charges
    150       125  
Expenses specifically attributable to acquisition of DBA
    -       139  
Severance costs
    125       -  
Loss on litigation settlement
    -       150  
Adjusted EBITDA
  $ 9,250     $ 6,823  
 
 
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Off Balance Sheet Arrangements
 
As of June 30, 2011, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.
 
Recent Accounting Pronouncements
 
In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-06, Improving Disclosures about Fair Value Measurements. The guidance in ASU 2010-06 provides amendments to literature on fair value measurements and disclosures currently within the ASC by clarifying certain existing disclosures and requiring new disclosures for the various classes of fair value measurements. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
 
In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. The guidance in ASU 2010-29 provides amendments to clarify the acquisition date which should be used for reporting the pro forma financial information disclosures in Topic 805 when comparative financial statements are presented. The amendments also improve the usefulness of the pro forma revenue and earnings disclosures by requiring a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination(s). The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
 
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

 
29

 

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, this ASU requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
 
In September 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
The consolidated financial statements of Radiant Logistics, Inc. including the notes thereto and the report of our independent accountants are included in this report, commencing at page F-1.
 
ITEM 9A. CONTROLS AND PROCEDURES                                                                                     
 
Disclosure Controls and Procedures
 
An evaluation of the effectiveness of our "disclosure controls and procedures" (as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act as of June 30, 2011, was carried out by our management under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). Based upon that evaluation, our CEO and CFO concluded that, as of June 30, 2011, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding disclosure.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on management’s assessment based on the criteria of the COSO, we concluded that, as of June 30, 2011, our internal control over financial reporting is effective at the reasonable assurance level.

 
30

 

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the U.S. Our internal control over financial reporting includes those policies and procedures which:
 
 
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
 
 
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S., and that receipts and expenditures of the Company are being made only in accordance with authorization of our management and directors; and
 
 
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.
 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.
 
Changes in Internal Control Over Financial Reporting
 
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The following table sets forth information concerning our executive officers and directors. Each of the executive officers will serve until his or her successor is appointed by our Board of Directors or such executive officer’s earlier resignation or removal. Each of the directors will serve until the next annual meeting of stockholders or such director’s earlier resignation or removal.
 
Name
 
Age
 
Position
         
Bohn H. Crain
 
47
 
Chief Executive Officer and Chairman of the Board of Directors
         
Stephen P. Harrington
 
53
 
Director
         
Daniel Stegemoller
 
56
 
Vice President and Chief Operating Officer of Radiant Global Logistics f/k/a Airgroup
         
Todd E. Macomber
 
47
 
Senior Vice President & Chief Financial Officer

 
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Board of Directors
 
We believe that our Board should be composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe that experience, qualifications, or skills in the following areas are most important: accounting and finance; strategic planning; logistics and operations, human resources and development practices; and board practices of other corporations. These areas are in addition to the personal qualifications described in this section. We believe that all of our current Board members possess the professional and personal qualifications necessary for board service, and have highlighted particularly noteworthy attributes for each Board member in the individual biographies below. The principal occupation and business experience, for at least the past five years, of each current director is as follows:
 
Bohn H. Crain. Mr. Crain has served as our Chief Executive Officer and Chairman of our Board of Directors since October 2005. Mr. Crain brings nearly 20 years of industry and capital markets experience in transportation and logistics. Since January 2005, Mr. Crain has served as the Managing Member of Radiant Capital Partners, LLC, an entity he formed to execute a consolidation strategy in the transportation/logistics sector. Prior to founding Radiant, Mr. Crain served as the executive vice president and the chief financial officer of Stonepath Group, Inc. from January 2002 until December 2004. In 2001, Mr. Crain served as the executive vice president and Chief Financial Officer of Schneider Logistics, Inc., a third-party logistics company, and from 2000 to 2001 he served as the Vice President and Treasurer of Florida East Coast Industries, Inc., a public company engaged in railroad and real estate businesses listed on the New York Stock Exchange. Between 1989 and 2000, Mr. Crain held various vice president and treasury positions for CSX Corp., and several of its subsidiaries, a Fortune 500 transportation company listed on the New York Stock Exchange. Mr. Crain earned a Bachelor of Science in Accounting from the University of Texas. As a result of these and other professional experiences, Mr. Crain possesses particular knowledge and experience in logistics management, industry trends, business operations and accounting that strengthen the Board’s collective qualifications, skills, and experience.
 
Stephen P. Harrington.  Mr. Harrington was appointed as a director in October 2007. Mr. Harrington served as the Chairman, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Zone Mining Limited, a publicly-traded Nevada corporation, from August 2006 until January 2007 Previously, from March 2004 to August 2005, he served as Chairman, Chief Executive Officer, Treasurer and Secretary of Touchstone Resources USA, Inc., a publicly-traded Delaware corporation from March 2004 to August 2005. From October 2001 to February 2004, Mr. Harrington served as the Chairman and Chief Executive Officer of Endeavour International Corporation (f/k/a Continental Southern Resources, Inc.), a publicly-traded oil and gas exploration company that merged with NSNV Inc., a Texas corporation. Mr. Harrington has served as the President of SPH Investments, Inc. and SPH Equities, Inc., each a private investment company, since 1992. Mr. Harrington has served as an officer and director of several publicly-held corporations, including BPK Resources, Inc., an oil and gas exploration company, and Astralis Ltd. (f/k/a Hercules Development Group). Mr. Harrington graduated with a B.S. from Yale University in 1980. As a result of these and other professional experiences, Mr. Harrington possesses particular knowledge and experience in corporate governance and financial management that strengthen the Board’s collective qualifications, skills, and experience.
 
Executive Officers
 
Dan Stegemoller. Mr. Stegemoller has served as our Chief Operating Officer since August 2007, and previously held the position of Vice President since November 2004.  He has over 35 years of experience in the transportation industry.  Prior to joining the Company, from 1993 until 2004, Mr. Stegemoller served as Senior Vice President Sales and Marketing at Forward Air, a high-service-level contractor to the air cargo industry.  From 1983 to 1992, Mr. Stegemoller served as Vice President of Customer Service managing Centralized Call Center for Puralator/Emery Air/CF Airfreight.  From 1973 through 1983, he served in numerous positions at Federal Express where his last position was Director of Operations in Minneapolis, Minnesota. Mr. Stegemoller has an Associate Degree in Business from IUPUI in Indianapolis.
 
Todd E. Macomber. Mr. Macomber has served as our Senior Vice President and Chief Financial Officer since March 2011, as our Senior Vice President and Chief Accounting Officer since August 2009, and as our Vice President and Corporate Controller since December 2007. Prior to joining Radiant Global Logistics, Inc., from September 2003 to November 2007, Mr. Macomber served as Senior Vice President and Chief Financial Officer of Biotrace International, Inc., a subsidiary of Biotrace International PLC, an industrial microbiology company listed on the London Stock Exchange. From January 1993 to September 2003, Mr. Macomber held a variety of positions and most recently served as Senior Vice President and Chief Financial Officer for International BioProducts, Inc. Mr. Macomber earned a Bachelor of Science in Accounting from Seattle University.

 
32

 

Audit Committee
 
Our board of directors has not created a separately-designated standing audit committee or a committee performing similar functions. Accordingly, our full board of directors acts as our audit committee.
 
Although Bohn H. Crain, our CEO, has the requisite background and professional experience to qualify as an audit committee financial expert, he has not been designated as such by our Board of Directors since he does not satisfy the "independence" standards adopted by the American Stock Exchange.
 
We currently have a small number of employees and centralized operations. In light of the foregoing, our board of directors concluded that the benefits of retaining an individual who qualifies as an "audit committee financial expert," as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act, would be outweighed by the costs of retaining such a person. As a result, no member of our board of directors is an "audit committee financial expert."
 
Code of Ethics
 
We have adopted a Code of Ethics that applies to all employees including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (v) accountability for adherence to the code. Our Code of Ethics has been filed as an exhibit hereto or may be obtained without charge upon written request directed to Attn: Human Resources, Radiant Logistics, Inc., 405 114th Avenue S.E., Bellevue, Washington 98004.
 
Section 16 Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Exchange Act, as amended, requires our officers and directors and persons who own more than ten percent (10%) of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such officers, directors and ten percent (10%) stockholders are also required by applicable SEC rules to furnish copies of all forms filed with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely on our review of copies of forms filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 as amended and written representations from certain reporting persons, we believe that during fiscal 2011, all reporting persons timely complied with all filing requirements applicable to them, except that Messrs. Crain, Macomber and Stegemoller failed to timely file Form 4s and Douglas Tabor failed to timely file a Form 3.
 
ITEM 11. EXECUTIVE COMPENSATION
 
Summary Compensation Table
 
The following summary compensation table reflects total compensation for our chief executive officer, chief financial officer, and our most highly compensated executive officer (a "named executive officer") whose compensation exceeded $100,000 during the fiscal year ended June 30, 2011 and June 30, 2010.

 
33

 
 
Name and Principal Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Option
Awards
($)(1)
   
All other
compensation
($)
   
Total
($)
 
Bohn H. Crain, Chief Executive Officer
 
2011
    253,125 (2)     40,929       6,286 (3)     155,290 (4)     455,630  
   
2010
    250,000       250       -       75,921 (5)     326,171  
Dan Stegemoller, Vice President
 
2011
    195,833       22,224       2,914 (6)     14,282 (7)     235,253  
and Chief Operating Officer of Radiant Global Logistics
 
2010
    190,000       250       -       67,156 (8)     257,406  
Todd Macomber, Senior Vice
 
2011
    158,833 (9)     19,457       76,259 (10)     15,076 (11)     269,625  
President and Chief Financial Officer of Radiant Logistics, Inc.
 
2010
    150,000       250       15,000 (12)     12,436 (13)     177,686  

(1)
Represents the grant date fair value of the award, calculated in accordance with FASB Accounting Standard Codification 718, “Compensation — Stock Compensation,” or ASC 718. A summary of the assumptions made in the valuation of these awards is provided under Note 13 of our consolidated financial statements.
(2)
Mr. Crain received a pay increase as part of his modification of employment agreement, effective June 16, 2011 to an annual salary of $325,000.
(3)
Mr. Crain was granted options to purchase 7,389 shares on November 22, 2010 at an exercise price $.60 per share. The grant date fair market value of these options was $0.287 per share. Mr. Crain was granted options to purchase 2,815 shares on March 1, 2011 at an exercise price $1.30 per share. The grant date fair market value of these options was $0.737 per share. Mr. Crain was granted options to purchase 1,640 shares on June 7, 2011 at an exercise price $2.30 per share. The grant date fair market value of these options was $1.275 per share. All options vest in equal annual installments over a five year period commencing on the date of the grant.
(4)
Consists of $12,000 for automobile allowance, $730 for Company-provided life & disability insurance premiums, and $10,560 for Company 401k match.  Also includes $132,000 representing the distributable share of earnings attributed to Radiant Capital Partners.  For more information, see ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
(5)
Consists of $12,000 for automobile allowance, $730 for Company-provided life & disability insurance premiums, and $9,191 for Company 401k match. Also includes $54,000 representing the distributable share of earnings attributed to Radiant Capital Partners.  For more information, see ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
(6)
Mr. Stegemoller was granted options to purchase 3,369 shares on November 22, 2010 at an exercise price $.60 per share. The grant date fair market value of these options was $0.287 per share. Mr. Stegemoller was granted options to purchase 1,368 shares on March 1, 2011 at an exercise price $1.30 per share. The grant date fair market value of these options was $0.737 per share. Mr. Stegemoller was granted options to purchase 736 shares on June 7, 2011 at an exercise price $2.30 per share. The grant date fair market value of these options was $1.275 per share. All options vest in equal annual installments over a five year period commencing on the date of the grant.
(7)
Consists of $9,000 for automobile allowance, $730 for Company-provided life & disability insurance premiums, $4,552 for Company 401k match.
(8)
Consists of $6,750 for automobile allowance, $730 for Company-provided life & disability insurance premiums, $5,047 for Company 401k match, and $54,629 relating to amortization of moving expenses, per his December 2005 relocation agreement. Mr. Stegemoller was issued a note receivable for $200,000 in December 2005 to pay for his relocation expenses and to provide an incentive to accept the Company’s offer of employment. The agreement provided for the note to be forgiven in equal installments over five years, along with accrued interest, and for a gross up to pay for the taxes relating to the note forgiveness.
(9)
Mr. Macomber received an increase in base pay to $175,000 per annum as part of his promotion to the Company’s Chief Financial Officer – effective March 1, 2011.
(10)
Mr. Macomber was granted options to purchase 2,660 shares on November 22, 2010 at an exercise price $.60 per share. The grant date fair market value of these options was $0.287 per share. Mr. Macomber was granted options to purchase 101,155 shares on March 1, 2011 at an exercise price $1.30 per share. The grant date fair market value of these options was $0.737 per share. Mr. Macomber was granted options to purchase 741 shares on June 7, 2011 at an exercise price $2.30 per share. The grant date fair market value of these options was $1.275 per share. All options vest in equal annual installments over a five year period commencing on the date of the grant.

 
34

 

(11)
Consists of $9,000 for automobile allowance, $678 for Company-provided life & disability insurance premiums and $5,398 for Company 401k match.
(12)
Mr. Macomber was granted options to purchase 100,000 shares on August 7, 2009 at an exercise price $.28 per share. The grant date fair market value of these options was $0.15 per share. The options vest in equal annual installments over a five year period commencing on the date of the grant.
(13)
Consists of $6,750 for automobile allowance, $652 for Company-provided life & disability insurance premiums, and $5,034 for Company 401k match.

Outstanding Equity Awards at Fiscal Year-End
 
The following table sets forth officer information regarding outstanding unexercised options for each named executive officer outstanding as of June 30, 2011.

   
Option Awards
Name
 
Number of
securities
underlying
unexercised
options
exercisable(#)
   
Number of
securities
underlying
unexercised
options
Unexercisable (#)
   
Option exercise
price
($)
 
Option
expiration date
Bohn H. Crain
    1,000,000       0       0.50  
10/19/2015(1)
      1,000,000       0       0.75  
10/19/2015(1)
      0       7,389       0.60  
11/21/2020(2)
      0       2,815       1.30  
2/28/2021(3)
      0       1,640       2.30  
6/6/2021(4)
                           
Dan Stegemoller
    300,000       0       0.44  
1/10/2016(5)
      60,000       40,000       0.18  
6/23/2018(6)
      0       3,369       0.60  
11/21/2020(2)
      0       1,368       1.30  
2/28/2021(3)
      0       736       2.30  
6/6/2021(4)
                           
Todd Macomber
    60,000       40,000       0.48  
12/10/2017(7)
      60,000       40,000       0.18  
6/23/2018(6)
      20,000       80,000       0.28  
8/6/2019(6)
      0       2,660       0.60  
11/21/2020(2)
      0       101,155       1.30  
2/28/2021(3)
      0       741       2.30  
6/6/2021(4)

(1)
The stock options were granted on October 20, 2005 and vest in equal annual installments over a five year period commencing on the date of grant.
(2)
The stock options were granted on November 22, 2010 and vest in equal annual installments over a five year period commencing on the date of the grant.
(3)
The stock options were granted on March 1, 2011 and vest in equal annual installments over a five year period commencing on the date of the grant.
(4)
The stock options were granted on June 7, 2011 and vest in equal annual installments over a five year period commencing on the date of the grant.
(5)
The stock options were granted on January 11, 2006 and vest in equal annual installments over a five year period commencing on the date of grant.
(6)
The stock options were granted on June 24, 2008 and vest in equal annual installments over a five year period commencing on the date of grant.
(7)
The stock options were granted on December 11, 2007 and vest in equal annual installments over a five year period commencing on the date of grant.
 
Director Compensation
 
The following table sets forth compensation paid to our directors during the fiscal years ended June 30, 2011 & 2010.

 
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Name(1) 
 
Year
 
Fees earned or
paid in cash
($)
   
Total
($)
 
Stephen P. Harrington
 
2011
    36,000 (2)     36,000  
Stephen P. Harrington
 
2010
    36,000 (2)     36,000  
 
(1) Bohn Crain is not listed in the above table because he does not receive any additional compensation for serving on our board of directors.
 
(2) Consists of a payment of $3,000 per month.
 
Narrative Disclosure of Executive Compensation
 
Employment Agreement
 
On January 13, 2006, we entered into an employment agreement (the "Employment Agreement") with Bohn H. Crain to serve as our Chief Executive Officer. On June 11, 2011, we and Bohn Crain, entered into a Letter Agreement (the "Letter Agreement") for the purpose of amending the Employment Agreement to (1) extend Mr. Crain’s Employment Agreement through December 31, 2016, (2) increase the renewal periods of the Employment Agreement from one to three years, and (3) increased Mr. Crain’s base salary.
 
The Employment Agreement (as amended) provides for an annual base salary of $325,000, a performance bonus of up to 50% of the base salary based upon the achievement of certain target objectives, and discretionary merit bonus that can be awarded at the discretion of our board of directors. We may terminate the Employment Agreement at any time for cause. If we terminate the Employment Agreement due to Mr. Crain’s disability, Mr. Crain’s unvested options shall immediately vest and we must continue to pay Mr. Crain for an additional one year period his base salary and bonuses as well as fringe benefits, including participation in pension, profit sharing and bonus plans as applicable, and life insurance, hospitalization, major medical, paid vacation and expense reimbursement. If Mr. Crain terminates the Employment Agreement for good reason or we terminate for any reason other than for cause, Mr. Crain’s unvested options shall immediately vest and we must continue to pay Mr. Crain for the remaining term of the Employment Agreement his base salary and bonuses as well as fringe benefits. The Employment Agreement contains standard and customary non-solicitation, non-competition, work made for hire, and confidentiality provisions.
 
Option Agreements
 
On October 20, 2005, we issued to Mr. Crain options to purchase 2,000,000 shares of common stock, 1,000,000 of which are exercisable at $0.50 per share and the balance of which are exercisable at $0.75 per share. The options vest in equal annual installments over the five year period commencing on the date of grant and terminate ten years from the date of grant.
 
On January 11, 2006, we issued to Mr. Stegemoller options to purchase 300,000 shares of our common stock at an exercise price of $0.44 per share, the last sales price on the date of grant. The options vest in equal annual installments over a five year period commencing on the date of grant and terminate ten years from the date of grant.
 
On December 11, 2007, we issued to Mr. Macomber options to purchase 100,000 shares of our common stock at an exercise price of $0.48 per share, the last sales price on the date of grant. The options vest in equal annual installments over a five year period commencing on the date of grant and terminate ten years from the date of grant.

On June 24, 2008, we granted to each of Messrs. Stegemoller and Macomber options to purchase 100,000 shares of our common stock. Each option has an exercise price of $0.18, the last sales price on the date of grant. The options vest in equal annual installments over a five year period commencing on the date of grant and terminate ten years from the date of grant.

 
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On August 7, 2009, we issued to Mr. Macomber options to purchase 100,000 shares of our common stock at an exercise price of $0.28 per share, the last sales price on the date of grant. The options vest in equal annual installments over a five year period commencing on the date of grant and terminate ten years from the date of grant.
 
On November 22, 2010, we issued to Mr. Crain options to purchase 7,389 shares of our common stock, Mr. Stegemoller options to purchase 3,369 shares of our common stock and Mr. Macomber options to purchase 2,660 shares of common stock. Each of the foregoing options has an exercise price of $0.60 per share, the last sales price on the date of grant. The options vest in equal annual installments over a five year period commencing on the date of grant and terminate ten years from the date of grant.
 
On March 1, 2011, we issued to Mr. Crain options to purchase 2,815 shares of our common stock, Mr. Stegemoller options to purchase 1,368 shares of our common stock and Mr. Macomber options to purchase 101,155 shares of common stock. Each of the foregoing options has an exercise price of $1.30 per share, the last sales price on the date of grant. The options vest in equal annual installments over a five year period commencing on the date of grant and terminate ten years from the date of grant.
 
On June 7, 2011, we issued to Mr. Crain options to purchase 1,640 shares of our common stock, Mr. Stegemoller options to purchase 736 shares of our common stock and Mr. Macomber options to purchase 741 shares of common stock. Each of the foregoing options has an exercise price of $2.30 per share, the last sales price on the date of grant. The options vest in equal annual installments over a five year period commencing on the date of grant and terminate ten years from the date of grant.
 
Change in Control Arrangements
 
The options granted to Mr. Crain contain a change in control provision which is triggered in the event that we are acquired by merger, share exchange or otherwise, sell all or substantially all of our assets, or all of the stock of the Company is acquired by a third party (each, a "Fundamental Transaction"). In the event of a Fundamental Transaction, all of the options will vest and Mr. Crain shall have the full term of such options in which to exercise any or all of them, notwithstanding any accelerated exercise period contained in any such option.
 
The Employment Agreement with Mr. Crain also contains a change in control provision. If his employment is terminated following a change in control (other than for cause), then we must pay him a termination payment equal to 2.99 times his base salary in effect on the date of termination of his employment, any bonus to which he would have been entitled for a period of three years following the date of termination, any unpaid expenses and benefits, and for a period of three years provide him with all fringe benefits he was receiving on the date of termination of his employment or the economic equivalent. In addition, all of his unvested stock options shall immediately vest as of the termination date of his employment due to a change in control. A change in control is generally defined as the occurrence of any one of the following:
 
 
·
any "Person" (as the term "Person" is used in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934), except for our chief executive officer, becoming the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power of our then outstanding securities;
 
·
a contested proxy solicitation of our stockholders that results in the contesting party obtaining the ability to vote securities representing 50% or more of the combined voting power of our then-outstanding securities;
 
·
a sale, exchange, transfer or other disposition of 50% or more in value of our assets to another Person or entity, except to an entity controlled directly or indirectly by us;

 
37

 

 
·
a merger, consolidation or other reorganization involving us in which we are not the surviving entity and in which our stockholders prior to the transaction continue to own less than 50% of the outstanding securities of the acquirer immediately following the transaction, or a plan involving our liquidation or dissolution other than pursuant to bankruptcy or insolvency laws is adopted; or
 
·
during any period of twelve consecutive months, individuals who at the beginning of such period constituted the board cease for any reason to constitute at least the majority thereof unless the election, or the nomination for election by our stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period.
 
Notwithstanding the foregoing, a "change in control" is not deemed to have occurred (i) in the event of a sale, exchange, transfer or other disposition of substantially all of our assets to, or a merger, consolidation or other reorganization involving, us and any entity in which our chief executive officer has, directly or indirectly, at least a 25% equity or ownership interest; or (ii) in a transaction otherwise commonly referred to as a "management leveraged buy-out."
 
Directors’ Compensation
 
In January 2009, we began compensating Mr. Harrington $3,000 per month for his services. Mr. Crain does not receive any additional compensation for serving our board of directors. Other than our arrangement with Mr. Harrington, we do not have any standard arrangements regarding payment of any cash or other compensation to our current directors for their services as directors, other than to reimburse them for their cost of travel and other out-of-pocket costs incurred to attend board meetings or to perform any special assignment on behalf of the Company.
 
Stock Incentive Plan
 
On October 20, 2005, we adopted the Radiant Logistics, Inc. 2005 Stock Incentive Plan (the "Plan"). Awards may be made under the Plan for up to 5,000,000 shares of our common stock in the form of stock options or restricted stock awards. Awards may be made to our employees, officers or directors as well as our consultants or advisors. The Plan is administered by our Board of Directors which has full and final authority to interpret the Plan, select the persons to whom awards may be granted, and determine the amount, vesting and all other terms of any awards. To the extent permitted by applicable law, our Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and is not a "qualified plan" under Section 401(a) of the Internal Revenue Code ("IRC) of 1986, as amended. The Plan has not been approved by our shareholders. As a result, "incentive stock options" as defined under Section 422 of the IRC may not be granted under the Plan until our shareholders approve the Plan.
 
All stock options granted under the Plan are exercisable for a period of up to ten years from the date of grant, are subject to vesting as determined by the Board upon grant, and have an exercise price equal to not less than the fair market value of our common stock on the date of grant. Unless otherwise determined by the Board, awards may not be transferred except by will or the laws of descent and distribution. The Board has discretion to determine the effect on any award granted under the Plan of the death, disability, retirement, resignation, termination or other change in employment or other status of any participant in the Plan. The maximum number of shares of common stock for which awards may be granted to a participant under the Plan in any calendar year is 2,500,000.
 
The Plan states that a "Change of Control" occurs when (i) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) acquires "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the voting power of the then outstanding securities of the Company except where the acquisition is approved by the Board; or (ii) if the Company is to be consolidated with or acquired by another entity in a merger or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity or in the event of a sale of all or substantially all of the Company's assets or otherwise.

 
38

 

Unless otherwise provided in option or employment agreements, if the Plan is terminated as a result of or following a "Change of Control", all vested awards may be exercised for 30 days from the date of notice of the termination. All participants will be credited with an additional six months of service for the purpose of unvested awards. If the Plan is assumed or not terminated upon the occurrence of a "Change of Control", all participants will be credited with an additional six months of service if, during the remaining term of such participant’s awards, any participant is terminated without cause.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table indicates how many shares of our common stock were beneficially owned as of September 27, 2011, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of common stock, (2) our directors, (3) our executive officers, and (4) all of our directors and executive officers as a group. Unless otherwise indicated, each person named below has sole voting and investment power with respect to all common stock beneficially owned by that person or entity, subject to the matters set forth in the footnotes to the table below. Unless otherwise provided, the address of each of the persons listed below is c/o Radiant Logistics, Inc., 405 114th Avenue S.E., Bellevue, Washington 98004.
 
Name of Beneficial Owner
 
Amount(1)
   
Percent of
Class
 
             
Bohn H. Crain
    11,877,278 (2)     37.3 %
Dan Stegemoller
    461,551 (3)     1.4 %
Todd E. Macomber
    160,532 (4)     *  
Stephen P. Harrington
    1,568,182 (5)     5.0 %
Stephen M. Cohen
    2,500,000 (6)     7.9 %
Douglas Tabor
    3,235,952 (7)     10.2 %
All officers and directors as a group (4 persons)
    14,067,543       41.1 %
 

 
(*)
Less than one percent
 
(1)
The securities "beneficially owned" by a person are determined in accordance with the definition of "beneficial ownership" set forth in the rules and regulations promulgated under the Securities Exchange Act of 1934, and accordingly, may include securities owned by and for, among others, the spouse and/or minor children of an individual and any other relative who has the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which such person has the right to acquire within 60 days of September 24, 2011 pursuant to the exercise of options, or otherwise. Beneficial ownership may be disclaimed as to certain of the securities. This table has been prepared based on 31,676,438 shares of common stock outstanding as of September 27, 2011.
 
(2)
Consists of 9,085,000 shares held by Radiant Capital Partners, LLC over which Mr. Crain has sole voting and dispositive power, 790,801 shares directly held by Mr. Crain, and 2,001,477 shares issuable upon exercise of options. Does not include 10,367 shares issuable upon exercise of options which are subject to vesting.
 
(3)
Includes 363,369 shares issuable upon exercise of options. Does not include 42,104 shares issuable upon exercise of options which are subject to vesting.
 
(4)
Includes 160,532 shares issuable upon exercise of options. Does not include 244,024 shares issuable upon exercise of options which are subject to vesting.
 
(5)
Consists of shares held by SPH Investments, Inc. over which Mr. Harrington has sole voting and dispositive power.
 
(6)
Consists of shares held of record by Mr. Cohen’s wife over which he shares voting and dispositive power.

 
39

 

 
(7)
This information is based on a Form 3 filed with the SEC on October 7, 2010 reporting that Douglas Tabor has sole voting power with respect to 3,235,952 shares of common stock.
 
Equity Compensation Plan Information
 
The following table sets forth certain information regarding compensation plans under which our equity securities are authorized for issuance as of June 30, 2011.
 
Plan Category
 
Number of securities to
be issued upon exercise
of outstanding warrants
and rights  
(a)
   
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
   
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
 
Equity Compensation Plans approved by security holders
    0             0  
Equity compensation plans not approved by security holders
    3,865,242     $ 0.576       1,134,758  
Total
    3,865,242     $ 0.576       1,134,758  

A description of the material terms of The Radiant Logistics, Inc. 2005 Stock Incentive Plan is set forth in Item 11. EXECUTIVE COMPENSATION - Stock Incentive Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
Review, Approval or Ratification of Transactions with Related Persons
 
Our board is responsible for reviewing and approving all related party transactions. Before approving such a transaction, the board takes into account all relevant factors that it deems appropriate, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third party. Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of such persons' immediate family members or affiliates must first be presented to our board for review, consideration and approval.  All of our directors, executive officers and employees are required to report to our board any such related party transaction.  In approving or rejecting the proposed agreement, our board considers the facts and circumstances available and deemed relevant to the board, including, but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a director's independence.  Our board approves only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our board determines in its good faith discretion.  Although the policies and procedures described above are not written, the board applies the foregoing criteria in evaluating and approving all such transactions. Each of the transactions described below were approved by our board of directors in accordance with the foregoing.
 
Minority Business Enterprise jointly-owned and operated with CEO
 
On June 28, 2006, we joined Radiant Capital Partners, LLC ("RCP"), an affiliate of Mr. Crain, our Chief Executive Officer, to form Radiant Logistics Partners, LLC ("RLP"). RLP commenced operations in 2007 as a minority business enterprise for the purpose of enabling us to expand the scope of our service offerings to include participation in certain supplier diversity programs which would have otherwise not been available to us. RLP is owned 60% by Mr. Crain and 40% by the Company.

 
40

 

In the course of evaluating and approving the ownership structure, operations and economics emanating from RLP, a committee consisting of the independent Board member of the Company, considered, among other factors, the significant benefits provided to the Company through association with a minority business enterprises, particularly as many of the Company’s largest current and potential customers have a need for diversity offerings. In addition, the Committee concluded the economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third parties.
 
For the fiscal year ended June 30, 2011, RLP recorded $331,808 in revenues including $296,699 in commission revenues earned from members of the affiliated group, and paid management service fees totaling $4,070 to members of the affiliated group and reported a profit of $265,350. For the fiscal year ended June 30, 2010, RLP recorded $246,533 in revenues including $160,071 in commission revenues earned from members of the affiliated group, and paid management service fees totaling $5,671 to members of the affiliated group and reported a profit of $197,734. The profits and losses of RLP are split 40% to the Company and 60% to RCP.
 
Director Independence
 
Mr. Harrington satisfies the definition of "independent" established by the NYSE-AMEX as set forth in Section 803 of the NYSE-AMEX Company Guide. Mr. Crain does not satisfy the definition of "independent" established by the NYSE-AMEX as set forth in Section 803 of the NYSE-AMEX Company Guide. As of the date of the report, we do not maintain a separately designated audit, compensation or nominating committee.
 
ITEM 14. PRINCIPAL ACCOUNTANTS FEE AND SERVICES
 
The following table presents fees for professional audit services performed for the audit of our annual financial statements for the years ended June 30, 2011 and 2010 and fees billed and unbilled for other services rendered by it during those periods.
 
   
2011
   
2010
 
Audit Fees:
  $ 115,000     $ 121,500  
Audit Related Fees:
    3,000       2,500  
Tax Fees:
    60,000       55,800  
All Other Fees:
    4,000       1,000  
Total:
  $ 182,000     $ 180,800  

Audit Fees

Audit Fees consist of fees billed and unbilled for professional services rendered for the audit of our consolidated financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements.
 
Audit Related Fees
 
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees."

 
41

 

Tax Fees
 
Tax Fees consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, tax audit defense, customs and duties, and mergers and acquisitions.
 
All Other Fees
 
All Other Fees consist of fees billed for products and services provided not described above.
 
Audit Committee Pre-Approval Policies and Procedures
 
Our Board of Directors serves as our audit committee. Our Board of Directors approves the engagement of our independent auditors, and meets with our independent auditors to approve the annual scope of accounting services to be performed and the related fee estimates. It also meets with our independent auditors, on a quarterly basis, following completion of their quarterly reviews and annual audit and prior to our earnings announcements, if any, to review the results of their work. During the course of the year, our chairman has the authority to pre-approve requests for services that were not approved in the annual pre-approval process. The chairman reports any interim pre-approvals at the following quarterly meeting. At each of the meetings, management and our independent auditors update the Board of Directors with material changes to any service engagement and related fee estimates as compared to amounts previously approved. During the fiscal years ended June 30, 2011 and June 30, 2010, all audit and non-audit services performed by our independent registered public accountants were pre-approved by the Board of Directors in accordance with the foregoing procedures.
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
Exhibit No.
 
Description
     
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 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on March 31, 2011)
     
3.1
 
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 filed on September 20, 2002)
     
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) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated October 18, 2005)
     
3.3
 
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on July 19, 2011)
     
10.1
 
Executive Employment Agreement dated January 13, 2006 by and between Radiant Logistics, Inc. and Bohn H. Crain (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on January 18, 2006)
     
10.2
 
Option Agreement dated October 20, 2005 by and between Radiant Logistics, Inc. and Bohn H. Crain (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on January 18, 2006)
     
10.3
 
Loan Agreement by and among Radiant Logistics, Inc., Airgroup Corporation, Radiant Logistics Global Services, Inc., Radiant Logistics Partners, LLC and Bank of America, N.A. dated as of February 13, 2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on February 14, 2007)
     
10.4
 
Lease Agreement for Bellevue, WA office space dated April 11, 2007 by and between Radiant Logistics, Inc. and Pine Forest Properties, Inc. (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed on October 1, 2007)

 
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10.5
 
Amendment No. 1 to Loan Agreement dated as of February 12, 2008 by and among Radiant Logistics, Inc., Airgroup Corporation, Radiant Logistics Global Services, Inc., Radiant Logistics Partners, LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on February 14, 2008)
     
10.6
 
Amendment No. 2 to Loan Agreement dated as of June 28, 2008 by and among Radiant Logistics, Inc., Airgroup Corporation, Radiant Logistics Global Services, Inc., Radiant Logistics Partners, LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed on September 29, 2008)
     
10.7
 
Third Amendment to Loan Documents dated as of September 2, 2008 by and among Radiant Logistics, Inc., Airgroup Corporation, Radiant Logistics Global Services, Inc., Radiant Logistics Partners, LLC, Adcom Express, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 11, 2008)
     
10.8
 
Fifth Loan Modification Agreement, dated as of March 25, 2010, by and among Radiant Logistics, Inc., Airgroup Corporation, Radiant Logistics Global Services, Inc., Radiant Logistics Partners, LLC, Adcom Express, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 29, 2010)
     
10.9
 
Letter Agreement dated December 31, 2008; Amendment to the Employment Agreement between Radiant Logistics, Inc. and Bohn H. Crain (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 9, 2009)
     
10.10
 
Sixth Amendment to Loan Documents dated as of April 21, 2011, by and among Bank of America, N.A. and Radiant Logistics, Inc., Radiant Global Logistics, Inc. (f/k/a Airgroup Corporation), Radiant Logistics Global Services, Inc., and Radiant Logistics Partners, LLC, Adcom Express, Inc. and DBA Distribution Services, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2011)
     
10.11
 
Letter Agreement dated June 10, 2011; Amendment to the Employment Agreement between Radiant Logistics, Inc. and Bohn H. Crain (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 10, 2011)
     
10.12
 
Promissory Note (delivered to the Shareholders' Agent on behalf of the DBA Shareholders) (incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K filed on April 12, 2011)
14.1
 
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-KSB filed on March 17, 2006)
21.1
 
Subsidiaries of the Registrant (filed herewith)
31.1
  
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1
 
Certification of Chief Executive Officer and Chief Financial officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 
43

 

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: October 7, 2011
By:
/s/ Bohn H. Crain
   
Bohn H. Crain
   
Chief 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
 
October 7, 2011
Stephen P. Harrington
       
         
/s/ Bohn H. Crain
 
Chairman and
 
October 7, 2011
Bohn H. Crain
 
Chief Executive Officer
   
         
/s/ Todd E. Macomber
 
Senior Vice President and Chief
 
October 7, 2011
Todd E. Macomber
 
Financial Officer
   
 
44

 

FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

RADIANT LOGISTICS, INC.

Report of Independent Registered Public Accounting Firm
F-2
   
Consolidated Balance Sheets as of June 30, 2011 and 2010
F-3
   
Consolidated Statements of Income (Operations) for the years ended June 30, 2011 and 2010
F-4
   
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended June 30, 2011 and 2010
F-5
   
Consolidated Statements of Cash Flows for the years ended June 30, 2011 and 2010
F-6 – F-7
   
Notes to Consolidated Financial Statements
F-8 – F-23

 
F-1

 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Audit Committee of the Board of Directors
Radiant Logistics, Inc.
Bellevue, Washington


We have audited the accompanying consolidated balance sheets of Radiant Logistics, Inc. ("the Company") as of June 30, 2011 and 2010, and the related consolidated statements of income (operations), stockholders' equity (deficit), and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Radiant Logistics, Inc. as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.


/S/ PETERSON SULLIVAN LLP

October 7, 2011

 
F-2

 
 
RADIANT LOGISTICS, INC.
Consolidated Balance Sheets

   
June 30,
   
June 30,
 
   
2011
   
2010
 
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 434,185     $ 682,108  
Accounts receivable, net of allowance June 30, 2011 - $1,592,235; June 30, 2010 - $626,401
    41,577,053       21,442,023  
Current portion of employee loan receivable
    21,401       13,100  
Current portion of station and other receivables
    141,372       195,289  
Prepaid expenses and other current assets
    1,761,273       1,104,211  
Deferred tax asset
    1,142,077       402,428  
Total current assets
    45,077,361       23,839,159  
                 
Furniture and equipment, net
    1,428,063       881,416  
                 
Acquired intangibles, net
    2,879,846       2,019,757  
Goodwill
    6,650,008       982,788  
Employee loan receivable, net of current portion
    64,494       38,000  
Station and other receivables, net of current portion
    116,965       151,160  
Investment in real estate
    40,000       40,000  
Deposits and other assets
    363,815       153,116  
Deferred tax asset – long term
    -       106,023  
Total long term assets
    10,115,128       3,490,844  
Total assets
  $ 56,620,552     $ 28,211,419  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Accounts payable and accrued transportation costs
  $ 27,872,185     $ 16,004,814  
Commissions payable
    3,570,858       2,119,503  
Other accrued costs
    1,992,694       538,854  
Income taxes payable
    333,999       76,309  
Due to former shareholders of subsidiaries
    2,657,781       603,205  
Current portion of notes payable to former shareholders of DBA
    800,000       -  
Other current liabilities
    135,927       -  
Total current liabilities
    37,363,444       19,342,685  
                 
Other long term debt
    10,269,268       7,641,021  
Notes payable to former shareholders of DBA, net of current portion
    1,600,000       -  
Deferred rent liability
    631,630       439,905  
Deferred tax liability
    485,907       -  
Other long-term liabilities
    120,571       -  
Total long term liabilities
    13,107,376       8,080,926  
Total liabilities
    50,470,820       27,423,611  
                 
Stockholders' equity
               
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued or outstanding
    -       -  
Common stock, $0.001 par value, 50,000,000 shares authorized. Issued and outstanding:  June 30, 2011 – 31,676,438;  June 30, 2010 – 31,273,461
    18,051       16,157  
Additional paid-in capital
    11,060,701       8,108,239  
Treasury stock, at cost, 4,919,239  and 3,428,499 shares, respectively
    (1,407,455 )     (936,190 )
Retained deficit
    (3,615,322 )     (6,466,946 )
Total Radiant Logistics, Inc. stockholders’ equity
    6,055,975       721,260  
Non-controlling interest
    93,757       66,548  
Total stockholders’ equity
    6,149,732       787,808  
Total liabilities and stockholders’ equity
  $ 56,620,552     $ 28,211,419  

accompanying notes form an integral part of these consolidated financial statements.

 
F-3

 

RADIANT LOGISTICS, INC.
Consolidated Statements of Income (Operations)

   
YEAR ENDED
JUNE 30, 2011
   
YEAR ENDED
JUNE 30, 2010
 
             
Revenues
  $ 203,820,175     $ 146,715,556  
Cost of transportation
    141,315,637       101,085,752  
Net revenues
    62,504,538       45,629,804  
                 
Agent commissions
    42,352,576       31,376,580  
Personnel costs
    7,733,701       5,882,251  
Selling, general and administrative expenses
    5,335,354       4,295,188  
Transition costs associated with DBA acquisition
    582,762       -  
Depreciation and amortization
    1,325,289       1,598,195