FOR MORE INFORMATION, PLEASE VISIT: http://investor.radiantdelivers.com2014 It’s the Network that Delivers! ANNUAL REPORT OUR BRANDSIt’s the Network that Delivers! (1) Reflects a non-GAAP measure of income management considers useful in analyzing our results. A reconciliation of our non-GAAP financial measures presented to our GAAP-based net income, as well as a description of our non-GAAP measures, is included on the last page of this Annual Report. Our non-GAAP measures are not intended to replace any presentation included in our consolidated financial statements.(2) Excludes $583,000 in non-recurring transition costs for acquisitions.(3) Excludes $1,536,000 in non-recurring transition costs for acquisitions and other legal costs.(4) Excludes $411,000 in non-recurring transition costs for acquisitions and other legal costs.(5) Excludes $615,000 in non-recurring transition costs for acquisitions and other legal costs. Gross Revenue(millions)146.7203.8297.02010201120124002001000.02014349.1310.82013300Adjusted EBITDA(1)(millions)4.27.4(2)9.1(3)20102011201215.010.05.00.0201414.7(5)11.1(4)2013Net Revenue(millions)45.662.584.72010201120121007550250.099.2201488.42013PARTNERS IN PROFITABLE GROWTHTo Our Shareholders:We take great pride in our progress at Radiant over the past year and the collective efforts of our operating partners, carriers and hardworking employees that have come together to create the top-notch organization we enjoy today. In the right place, at the right time, with the right value proposition, our scalable non-asset based business model continues to deliver superior results.For our fiscal year ended June 30, 2014 we posted revenues of $349.1 million; net revenues of $99.2 million and adjusted EBITDA of $14.8 million, an increase of $3.8 million and 34.1% over the comparable prior year period. We also continue to demonstrate the leverage in our operating platform with our Adjusted EBITDA Margins improving 250 basis points, up from 12.4% to 14.9% for the comparable prior year period.At the heart of our growth strategy is our continued focus on bringing value to the agent based forwarding community: (1) leveraging our status as a public company to provide our operating partners with an opportunity to share in the value that they help create, (2) providing a robust platform from which to support the end customers that we serve and (3) offering a unique opportunity in terms of succession planning and liquidity for our station owners.In addition to our financial success in the past year, we have expanded our geographic footprint, grown and diversified our customer base, broadened our service offering to include our own proprietary dedicated line-haul network and completed a significant non-dilutive financing transaction to position us for further growth.We are all looking forward to continuing to build on this great platform as we scale the business through a combination of organic and acquisition initiatives. Organically, we continue to focus on improving the tools available to our existing network to win new business as well as expanding the network itself by on-boarding new operating partners that recognize the benefit of our platform and expanding capabilities. On the acquisition front, we also continue to seek out accretive acquisition opportunities to further accelerate our growth. This would include the acquisition of our existing operating partners (i.e. conversions), the acquisition of agent stations participating in competing networks and, given the opportunity, the acquisition of other competing networks. In addition, we also have an interest in pursuing other non-asset based acquisition opportunities that bring critical mass from a geographic standpoint, purchasing power and/or complementary service offerings to the current platform. We are patiently persistent in the execution of this multi-pronged strategy which we believe will continue to deliver value for shareholders, our operating partners and the end customers that we serve.Thanks for your continued support and the opportunity to represent you at Radiant Logistics. - It’s the Network that Delivers! ®Sincerely,Founder, Chairman and CEOIt’s the Network that Delivers! ®Domestic and International Freight Forwarding, Pride of Ownership, Industry-Leading Technology, Organic Growth, Proven Track Record, Proprietary Dedicated Line-Haul Network, Personalized Transportation Solutions, Financial Stability, Global Project Services, Strategic Acquisitions, Customs Brokerage, Award-Winning Service, Supply Chain Management, Purchasing Power, Global Reach, Truck Brokerage, Succession Planning, Operating Flexibility, Simple On-Boarding Process, Margin Expansion, Domestic and International Freight Forwarding, Pride of Ownership, Industry-Leading Technology, Organic Growth, Proven Track Record, Proprietary Dedicated Line-Haul Network, Personalized Transportation Solutions, Financial Stability, Global Project Services, Strategic Acquisitions, Customs Brokerage, Award-Winning Service, Supply Chain Management, Purchasing Power, Global Reach, Truck Brokerage, Succession Planning, Operating U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(cid:2) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(cid:3) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 2014
For the transition period from to
Commission File Number 001-35392
RADIANT LOGISTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
04-3625550
(IRS Employer
Identification Number)
405 114th Avenue S.E., Third Floor
Bellevue, WA 98004
(Address of Principal Executive Offices)
(425) 943-4599
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $.001 Par Value
Name of Exchange on which Registered
NYSE MKT
Securities registered under Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes (cid:3) No (cid:2)
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. (cid:3)
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 (cid:2) No (cid:3)
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. (cid:3)
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 (cid:2) No (cid:3)
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
Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:3) No (cid:2)
(cid:3) Accelerated filer
(cid:3) Smaller reporting company
(cid:3)
(cid:2)
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the closing share price of the
registrant’s common stock on December 31, 2013 as reported on the NYSE MKT was $43,210,763. Shares of common stock held by each current executive
officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this
computation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not a conclusive determination for
other purposes.
As of September 19, 2014, 34,391,805 shares of the registrant’s common stock were outstanding.
Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the 2014 Annual Meeting of Stockholders are incorporated herein by
reference in Part III of this Annual Report on Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days
of the registrant’s fiscal year ended June 30, 2014.
TABLE OF CONTENTS
PART I
ITEM 1
ITEM 1A
ITEM 1B
ITEM 2
ITEM 3
ITEM 4
BUSINESS ................................................................................................................................................................
RISK FACTORS .......................................................................................................................................................
UNRESOLVED STAFF COMMENTS ....................................................................................................................
PROPERTIES ...........................................................................................................................................................
LEGAL PROCEEDINGS .........................................................................................................................................
MINE SAFETY DISCLOSURES .............................................................................................................................
PART II
ITEM 5
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ITEM 6
ITEM 7
ITEM 7A
ITEM 8
ITEM 9
ITEM 9A
ITEM 9B
ISSUER PURCHASES OF EQUITY SECURITIES ...........................................................................................
SELECTED FINANCIAL DATA .............................................................................................................................
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .....................................................................................................................................................
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK ............................................
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ..........................................................................
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES ...................................................................................................................................................
CONTROLS AND PROCEDURES .........................................................................................................................
OTHER INFORMATION .........................................................................................................................................
PART III
ITEM 10
ITEM 11
ITEM 12
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ..................................................
EXECUTIVE COMPENSATION ............................................................................................................................
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, AND MANAGEMENT AND RELATED
ITEM 13
ITEM 14
STOCKHOLDER MATTERS .............................................................................................................................
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE........
PRINCIPAL ACCOUNTANT FEES AND SERVICES ..........................................................................................
2
7
20
20
21
21
22
23
23
32
32
33
33
33
34
35
35
35
35
36
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ................................................................................
ITEM 15
39
Signatures .......................................................................................................................................................................................
Financial Statements ....................................................................................................................................................................... F-1
PART IV
i
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Cautionary Statement for Forward-Looking Statements
This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that
is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business,
financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,”
“future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar
terminology or expressions. 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. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in
our forward-looking statements include: continued relationships with our operating partners; challenges in locating suitable acquisition
opportunities and securing the financing necessary to complete such acquisitions; general industry conditions and competition;
domestic and international economic and political factors; transportation costs; our ability to mitigate, to the best extent possible, our
dependence on current management and certain of our larger operating partners; laws and governmental regulations affecting the
transportation industry in general and our operations in particular; and such other factors that 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
Our Company
Radiant Logistics, Inc. (the “Company,” “we” or “us”) is a non-asset based transportation and logistics services company providing
domestic and international freight forwarding services and truck brokerage services through a network of Company-owned and
strategic operating partner locations operating under the Radiant, Airgroup, Adcom, DBA and On Time network brands located
throughout North America and an integrated service partner network serving other markets around the globe. We also offer an
expanding array of value-added supply chain management services, including customs brokerage, order fulfillment, inventory
management and warehousing.
Through our operating locations across North America, we offer domestic and international air, ocean and ground freight forwarding
to a large and diversified account base consisting of manufacturers, distributors and retailers. Our primary business operations involve
arranging the shipment, on behalf of our customers, of materials, products, equipment and other goods that are generally larger than
shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS. We provide a wide range of value-
added logistics solutions to meet customers’ specific requirements for transportation and related services, including arranging and
monitoring all aspects of material flow activity utilizing advanced information technology systems.
Our value-added transportation and logistics solutions are provided using a network of independent air, ground and ocean carriers and
integrated service partners strategically positioned around the world. We create value for our customers and operating partners
through, among other things, our customized logistics solutions, global reach, brand awareness, purchasing power, and infrastructure
benefits, such as centralized back-office operations, and advanced transportation and accounting systems.
As we continue to grow and scale the business, we are developing density in our trade lanes which creates opportunities for us to more
efficiently source and manage our transportation capacity. In pursuing this opportunity, we recently launched an organic initiative to
offer truck brokerage capabilities through our wholly owned subsidiary, Radiant Transportation Services in an effort to internalize a
portion of purchased transportation expenditures with our unaffiliated third party truck brokers and expand the margin characteristics
of our existing business. Our recent acquisition of On Time was an extension of this strategy, which internalized an airport to airport
line haul network that gives us greater flexibility to maximize the margin characteristics of the freight under our control.
Competitive Strengths
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 as follows:
Non-asset based business model
As a non-asset based provider we do not own the transportation equipment used to transport the freight, and thus with relatively no
dedicated or fixed operating costs, we are able to leverage our network of locations to 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 low capital intensity model
allows us to provide low-cost solutions to our customers, operate our business with strong cash flow characteristics, and retain
significant flexibility in responding to changing industries and economic conditions.
Lower-risk operation of network of strategic operating partners
We derive a substantial portion of our revenue pursuant to agreements with our operating partners operating under our various brands.
These arrangements afford us with a relatively low risk growth model as each operating partner is responsible for its own sales and
costs of operations. Under shared economic arrangements with our operating partners, we are responsible to provide centralized back-
office infrastructure, transportation and accounting systems, billing and collection services.
2
Offer significant advantages to our strategic operating partners
Our current network is predominantly represented by our strategic operating partners that rely on us for operating authority,
technology, sales and marketing support, access to working capital, our carrier and international partner networks, and collective
purchasing power. Through this strategic alliance, our operating partners have 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, thus, providing our operating
partners with the regional, national and global brand recognition that they would not otherwise be able to achieve by solely serving
their local market.
Diverse customer base
We have a well-diversified customer base that includes manufacturers, distributors and retailers. As of the date of this report, no single
customer represented more than 5% of our business and no operating partner represented more than 10% of our business, reducing
risks associated with any particular industry, geographic or customer concentration.
Information technology resources
A primary component of our business strategy is the continued development of advanced information systems to provide accurate and
timely information to our management, operating partners and customers. We believe that the ability to provide accurate real-time
information on the status of shipments has and will become increasingly more important in our industry. 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. Our centralized transportation management system (rating, routing, tender and financial settlement process) drives
significant productivity improvement across our network.
Global network of transportation providers
We provide worldwide supply chain services, which today include international air and ocean services that complement our domestic
service offerings. These offerings include heavyweight and small package air services, providing same day (next flight out) air
charters, next day a.m./p.m., second day a.m./p.m. as well as time definite surface transport moves. Our non-asset based business
model allows us to use commercial passenger and cargo flights. Thus, we have thousands of daily flight options to choose from, and
our pickup and delivery network provides us with zip code to zip code coverage throughout North America.
Ability to leverage On Time’s dedicated time definite line-haul network
As we continue to grow and scale the business, we are developing density in our trade lanes which creates opportunities for us to more
efficiently source and manage our transportation capacity. We believe the recent addition of On Time’s dedicated line haul network
will provide transportation capacity to our other operating locations across North America and serve as a catalyst for margin
expansion in our existing business and a competitive differentiator in the marketplace to help us secure new customers and attract
additional operating partners to our network.
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 primarily 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 (“FedEx”), DHL Worldwide Express, Inc. (“DHL”) 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.
3
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:
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
Outsourcing of non-core activities.
Globalization of trade
Increased need for time-definite delivery
Consolidation of global logistics providers
Increasing influence of e-business and the Internet
Our Growth Strategy
Our objective is to provide customers with comprehensive value-added logistics solutions through domestic and international freight
forwarding services offered by us through our Radiant, Airgroup, Adcom, DBA and On Time network brands. Since inception of our
business in 2006, we have executed a strategy to expand operations through a combination of organic growth and the strategic
acquisition of non-asset based transportation and logistics providers meeting our acquisition criteria. We have successfully completed
ten acquisitions since our initial acquisition of Airgroup in January of 2006, including:
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
Automotive Services Group, expanding our services into the automotive industry, in 2007;
Adcom Express, Inc., adding domestic operating partner locations, in 2008;
DBA Distribution Services, Inc., adding two Company-owned locations and operating partner locations, in 2011;
ISLA International Ltd., adding a Company-owned location in Laredo, Texas, providing us with bilingual expertise in
both north and south bound cross-border transportation and logistics services, in 2011;
Brunswicks Logistics, Inc., adding a strategic Company-owned location in New York-JFK, in 2012;
(cid:2) Marvir Logistics, Inc., adding a Company location in Los Angeles from the conversion of a former operating partner since
2006, in 2012;
(cid:2)
(cid:2)
(cid:2)
(cid:2)
International Freight Systems of Oregon, Inc., adding a Company location in Portland, Oregon, from the conversion of a
former operating partner since 2007, in 2012;
On Time Express, Inc., adding three Company-owned locations in Phoenix, Arizona, Dallas, Texas and Atlanta, Georgia,
to providing additional line haul and time critical logistics capabilities, in 2013;
Phoenix Cartage and Air Freight, LLC, (“PCA”) opening a Company-owned location in Philadelphia, Pennsylvania; and
Trans-NET, Inc. (“TNI”) expanding Company-owned operations in Seattle, Washington and providing a gateway of
services to the Russian Far East.
We expect to grow our business organically and by completing acquisitions of other companies with complementary geographical and
logistics service offerings. We will continue to make enhancements to our back-office infrastructure, transportation management, and
accounting systems to support this growth. Our organic growth strategy will continue to focus on strengthening existing and
expanding new customer relationships, while continuing our efforts on the organic build-out of our network of operating partner
locations. In addition, we will also be working to drive further productivity improvements enabled through the introduction of our
value-added truck brokerage and customs house brokerage service capabilities and the optimization of our own transportation capacity
management opportunities available through On Time’s dedicated line haul network.
4
Our acquisition 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 candidates. Our target acquisition
candidates are generally smaller than those identified as acquisition targets of larger public companies and have limited ability to
conduct their own public offerings or obtain financing that will provide them with capital for liquidity or rapid growth. We believe
that many of these “smaller” companies are receptive to our acquisition program as a vehicle for liquidation or growth. We intend to
be opportunistic in executing our acquisition strategy with a goal of expanding both our domestic and international capabilities.
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 operating partners regularly meet with both existing and prospective customers 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 FedEx, DHL
and UPS. 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 asset 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 may charter
cargo aircraft and/or ocean vessel’s from time to time depending upon seasonality, freight volumes and other factors. We generate our
gross margin on the difference between what we charge to our customers for the services provided to them, and what we pay to the
transportation providers to transport the freight.
As we continue to grow and scale the business, we are developing density in our trade lanes which creates opportunities for us to more
efficiently source and manage our transportation capacity. In pursuing this opportunity, we recently launched an organic initiative to
offer truck brokerage capabilities through our wholly-owned subsidiary, Radiant Transportation Services, in an effort to internalize a
portion of our purchased transportation expenditures with unaffiliated truck brokers and expand the margin characteristics of our
existing business. Our recent acquisition of On Time was an extension of this strategy, which internalizes an airport to airport line-
haul network that gives us even greater flexibility to maximize the margin characteristic of the freight under our control. We believe
that access to On Time’s dedicated line-haul network will provide transportation capacity to our other operating locations across North
America and serve not only as a catalyst for margin expansion in our existing business but also as a competitive differentiator in the
marketplace to help us secure new customers and attract additional operating partners to our network.
5
Information Services
The regular enhancement of our information systems and ultimate migration of acquired companies and additional operating partner
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 has 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 use a web-enabled third-party freight forwarding software (Cargowise) that 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 and invest in technologies to maintain a “best-of-breed” technology solution set using a combination
of owned and licensed technologies.
Sales and Marketing
We principally market our services through our network of Company-owned and strategic operating partner locations 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 strategic operating
partners that rely on us for operating authority, technology, sales and marketing support, access to working capital, our carrier
network, and collective purchasing power. Through this strategic alliance, our operating partners have the ability to focus on the
operational and sales support aspects of the business without diverting costs or expertise to the structural aspect of their operations,
providing our partners with the regional, national and global brand recognition that they would not otherwise be able to achieve by
solely serving their local market. We have no customers or operating partners that separately account for more than 10% of our
consolidated revenues, although we do have a number of significant customers and operating partner locations with volume and
stature, the loss of one or more of which could negatively impact our ability to retain and service our customers.
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 transportation and logistics services industry is intensively competitive and is expected to remain so for the foreseeable
future. We will compete against other domestic and international freight forwarders, as well as integrated logistics companies,
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. Certain of our competitors have substantially greater financial resources
than we do. However, we believe our access to On Time’s dedicated line-haul network will serve as a catalyst for margin expansion in
our existing business and a competitive differentiator in the marketplace to help us secure new customers and attract additional
operating partners to our network.
Regulation
Interstate and international transportation of freight is highly regulated. Failure to comply with applicable state and federal regulations,
or to maintain required permits or licenses, can result in substantial fines or revocation of operating permits or authorities imposed on
both transportation intermediaries and their shipper customers. 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 operations are subject to regulation, as an indirect air cargo carrier, under the Federal Aviation Act as enforced
by the Federal Aviation Administration of the U.S. Department of Transportation, and the Transportation Security Administration of
the Department of Homeland Security. While air freight forwarders are exempted from most of the Federal Aviation Act’s
requirements by the Economic Aviation Regulations, the industry is subject to ongoing regulatory and legislative developments that
can impact the economics of the industry by requiring changes to operating practices or influencing the demand for, and the costs of,
providing services to customers.
6
Surface freight forwarding operations are subject to various state and federal statutes, and are regulated by the Federal Motor Carrier
Safety Administration of the U.S. Department of Transportation and, to a very limited extent, the Surface Transportation Board. These
federal agencies have 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 Federal Motor Carrier Safety Administration also has 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 that 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. 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 Bureau of Customs and Border Protection
of the Department of Homeland Security. As we broaden our capabilities to include customs brokerage operations, we will be subject
to regulation by the Bureau of Customs and Border Protection. Likewise, any customs brokerage operations must also be licensed in
and subject to the regulations of countries into which freight is imported.
Personnel
As of the date of this report, we have approximately 300 employees, of which 291 are full time. None of these employees are 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
You should carefully consider the risk factors set forth below as well as the other information contained in or incorporated by
reference into this Form 10-K before investing in our common stock. Any of the following risks could materially and adversely affect
our business, financial condition or results of operations. In such a case, you may lose all or part of your investment. The risks
described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently
view to be immaterial may also materially adversely affect our business, financial condition or results of operations. The future
trading price of shares of our common stock will be affected by the performance of our business relative to, among other things,
competition, market conditions and general economic and industry conditions.
7
Risks Related to our Business
We need to maintain and expand our existing operating partner network to increase revenues.
We sell our services through Company-owned locations and through a network of strategic operating partner locations throughout
North America operating under our brands. Approximately 66% and 75% of our consolidated revenues for the years ended June 30,
2014 and 2013, respectively, were derived through our operating partners. We believe our strategic operating partners will remain
critical to our success for the foreseeable future. We have long-term contractual relationships with many of our operating partners.
Although the terms of our operating partner agreements vary widely, they generally cover the manner and amount of payments, the
services to be performed, the length of the contract, and provide us with certain protections such as partner-funded reserves and
indemnification obligations, and often include a personal guaranty of the independent owner. Certain of our operating partner
agreements are for defined terms, while others are subject to “evergreen” terms or contain automatic renewal provisions. In most
situations, however, the agreements can be terminated by operating partner with prior notice, regardless of the stated term. While at
times operating agreements technically expire, we endeavor to work with the partner to renew the agreement while continuing to
operate pursuant to the most recent contract terms, based on historic and on-going course of dealings with the partner. As certain
agreements expire, there can be no assurance that we will be able to enter into new agreements that provide for the same terms as
those previously agreed upon, if at all. Thus, we are subject to the risk of operating partner terminations and the failure or refusal of
certain of our operating partners to renew their existing agreements. While we have no customers or operating partner locations that
separately account for more than 10% of our consolidated revenues, we do have a number of customers and operating partner
locations with significant volume and stature, the loss of one or more of which could materially and 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 operating partner relationships or enter into new operating partner relationships, or that new or renewed operating partner
relationships will be available on commercially reasonable terms. If we are unable to maintain and expand our existing operating
partner relationships, renew existing operating partner relationships, or enter into new operating partner relationships, we may lose
customers, customer introductions and co-marketing benefits, and our operating results may suffer significantly.
We are a non-asset based transportation and logistics services company. As a result, we depend on a variety of asset-based third-
party carriers, whose actions we do not directly control.
The quality and profitability of our services depend upon effective selection, management and discipline of third-party carriers.
Changes in the financial stability, operating capabilities and capacity of our third-party carriers could affect us in unpredictable ways,
including volatility in pricing and challenge our ability to remain profitable. Any determination that our third-party carriers have
violated laws and regulations could seriously damage our reputation and brands, resulting in diminished revenue and profit and
increased operating costs.
If our operating partners fail to maintain adequate reserves against unpaid customer invoices, or if we are unable to offset against
amounts payable by us to our operating partners for unpaid customer invoices, our results of operations and financial condition
may be adversely affected.
We derive a substantial portion of our revenue pursuant to agreements with independently-owned operating partners operating under
our various brands. Under these agreements, each individual operating partner office is responsible for some or all of the bad debt
expense related to the underlying customers being serviced by the office. To support this arrangement, each operating partner is
required to maintain a security deposit with us that is recognized as a liability in our financial statements and used as a bad debt
reserve for each operating partner. We charge each operating partner’s bad debt reserve account for any accounts receivable aged
beyond 90 days. The bad debt reserve account is continually replenished with a portion (typically 5%-10%) of such operating
partner’s weekly commission check being directed to fund this account. However, the bad debt reserve account may carry a deficit
balance when amounts charged to this reserve exceed amounts otherwise available in the bad debt reserve account. In these
circumstances, deficit bad debt reserve accounts are recognized as a receivable in our financial statements. Further, under the
agreement with the operating partner, the operating partner is responsible for such deficits and the operating partner agreements
provide that we may withhold all or a portion of future commission checks payable to the operating partner in satisfaction of any
deficit balance. Currently, a number of our operating partners have a deficit balance in their bad debt reserve account totaling
approximately $879,000 with one operating partner representing approximately $221,000 of that amount. We expect to replenish these
funds through the future business operations of these operating partners. However, to the extent any of these operating partners were
to cease operations or otherwise be unable to replenish these deficit accounts, we would be at risk of loss for any such amount. While
there can be no assurance as to the amount that may be recovered in the future, based upon, among others: (i) our historic collection
experience; (ii) the portion of the bad debt recoverable from the individual operating partners responsible for the account; and (iii) the
anticipated recovery likely from these customers; we do not believe its exposure to these customers will be material.
8
Failure to comply with obligations as an “indirect air carrier” could result in penalties and fines and limit our ability to ship
freight.
We are regulated, among other things, as “indirect air carriers” by the Transportation Security Administration of the Department of
Homeland Security. These agencies provide requirements, guidance and, in some cases, administer licensing requirements and
processes applicable to the freight forwarding industry. We actively monitor our compliance and the compliance of our subsidiaries
with such agency requirements to ensure that we, our subsidiaries, and our operating partners satisfactorily complete applicable
security requirements and satisfy applicable qualifications and implement the required policies and procedures. We rely on our
operating partners offices to comply with such requirements, however, we do not actively monitor compliance by our operating
partners until we are made aware that there is an inspection by such agencies or we are notified of a potential violation. These agencies
generally require companies to fulfill these qualifications prior to and while operating as a freight forwarder. Failure to comply with
such requirements, policies and procedures could result in penalties and fines. To date, a limited number of our operating partners
have been out of compliance with the “indirect air carrier” regulations, resulting in small fines to us, which are then charged to the
operating partners. While we are working with our operating partners to eliminate any additional violations, there is no assurance that
additional violations will not take place, which could result in penalties or fines or, in the extreme case, limits on our ability to ship
freight.
If we fail to enhance 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 operating partners 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 customers from placing orders, or cause us to lose inventory items, orders or customers. 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 and operating efficiency will decline. In addition, we expect our operating partners 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 are unable to enhance, 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 operating partners and customers
and protect against disruptions of our operations, our business may be adversely affected.
Our information technology systems are subject to risks 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 that 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.
We are dependent on third-party carriers to transport our customers’ cargo.
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 customers’ cargo. Consequently, our ability to
provide services for our customers 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 increase our revenue through the expansion of our network of independent operating partners, we must maintain an
appropriate cost structure to maintain and increase our profitability. While we intend to increase our revenue by increasing the number
and quality of our operating partner relationships, by strategic acquisitions, and by maintaining and expanding our gross profit margins
by reducing transportation costs, our profitability will be driven by our ability to manage our operating partner 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
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. As a result, our quarterly operating results are
likely to continue to fluctuate. 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 customers 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 large 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.
Comparisons of our operating results from period to period are not necessarily meaningful and should not be relied upon as an
indicator of future performance.
Our operating results have fluctuated in the past and likely will continue to fluctuate in the future because of a variety of factors, many
of which are beyond our control. A substantial portion of our revenue is derived from customers in industries whose shipping patterns
are tied closely to economic trends and consumer demand that can be difficult to predict, or are based on just-in-time production
schedules. Because our quarterly revenues and operating results vary significantly, comparisons of our results from period to period
are not necessarily meaningful and should not be relied upon as an indicator of future performance. Additionally, 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.
Economic recessions and other factors that reduce freight volumes could have a material adverse impact on our business.
The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns
in business cycles of our customers, interest rate fluctuations and other economic factors beyond our control. Deterioration in the
economic environment subjects our business to various risks that may have a material impact on our operating results and cause us to
not reach our long-term growth goals, and which may include the following:
(cid:2)
(cid:2)
(cid:2)
A reduction in overall freight volumes in the marketplace reduces our opportunities for growth. In addition, if a downturn
in our customers’ business cycles causes a reduction in the volume of freight shipped by those customers, our operating
results could be adversely affected;
Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business.
In addition, some customers may not pay us as quickly as they have in the past, causing our working capital needs to
increase;
A significant number of our transportation providers may go out of business and we may be unable to secure sufficient
equipment or other transportation services to meet our commitments to our customers; and
(cid:2) We may not be able to appropriately adjust our expenses to changing market demands. In order to maintain high
variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid
change, it is more difficult to match our staffing level to our business needs. In addition, we have other primarily variable
expenses that are fixed for a period of time, and we may not be able to adequately adjust them in a period of rapid change
in market demand.
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. Customers increasingly are turning to competitive bidding situations soliciting bids from a number
of competitors, including competitors that are larger than us. Increased competition may lead to revenue reductions, reduced profit
margins, or a loss of market share, any one of which could harm our business. There are many factors that could impair our
profitability, including the following:
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
competition with other transportation services companies, some of which have a broader coverage network, a wider range
of services, more fully developed information technology systems and greater capital resources than we do;
reduction by our competitors of their rates to gain business, especially during times of declining growth rates in the
economy, which reductions may limit our ability to maintain or increase rates, maintain our operating margins or maintain
significant growth in our business;
shift in the business of shippers to asset-based trucking companies that also offer brokerage services in order to secure
access to those companies’ trucking capacity, particularly in times of tight industry-wide capacity;
solicitation by shippers of bids from multiple transportation providers for their shipping needs and the resulting depression
of freight rates or loss of business to competitors; and
establishment by our competitors of cooperative relationships to increase their ability to address shipper needs.
10
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 companies in our industry.
There currently is a 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.
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 customers 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 customers 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,
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 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 customers. 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 customer’s cargo to
its ultimate destination, unless due to our own errors and omissions.
We have, from time to time, made payments to our customers 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 such
claims could adversely impact our financial condition and results of operations. In addition, significant increases in insurance costs
could reduce our profitability.
We may be subject to various claims and lawsuits that could result in significant expenditures.
The nature of our business exposes us to the potential for various claims and litigation related to labor and employment (including
wage-and-hour litigation relating to independent contractor drivers, sales representatives, brokerage agents and other individuals),
personal injury, property damage, business practices, environmental liability and other matters. Any material litigation could have a
material adverse effect on our business, results of operations, financial condition or cash flows.
Our failure to comply with, or the costs of complying with, government regulation could negatively affect our results of operation.
Our business is subject to heavy, evolving, complex and increasing regulation by national and international sources. Regulatory
changes could affect the economics of our industry by requiring changes in operating practices or influencing the demand for, and the
costs of providing, services to customers. Future regulation and our failure to comply with any applicable regulations could have a
material adverse effect on our business.
If we are unable to maintain our brand images and corporate reputation, our business may suffer.
Our success depends in part on our ability to maintain the image of the Radiant, Airgroup, Adcom, DBA and On Time brands and our
reputation for providing excellent service to our customers. Service quality issues, actual or perceived, even when false or unfounded,
could tarnish the image of our brand and may cause customers to use other freight-forwarding companies. Damage to our reputation
and loss of brand equity could reduce demand for our services and thus have an adverse effect on our business, financial position and
results of operations, and could require additional resources to rebuild our reputation and restore the value of our brands.
We operate with a significant amount of indebtedness, which is secured by our accounts receivable and other assets, subject to
variable interest rates and contain restrictive covenants.
Our substantial indebtedness could have adverse consequences, such as:
(cid:2)
(cid:2)
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness with our
Lender, which could reduce the availability of our cash flow to fund future operating capital, capital expenditures,
acquisitions and other general corporate purposes;
expose us to the risk of increased interest rates, as our borrowings on our secured senior credit facilities are at variable
rates of interest;
11
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
require us to sell assets to reduce indebtedness or influence our decisions about whether to do so;
increase our vulnerability to general adverse economic and industry conditions;
limit our flexibility in planning for, or reacting to, changes in our business and our industry;
restrict us from making strategic acquisitions, buying assets or pursuing business opportunities;
limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to
borrow additional funds; and
violating covenants in these agreements could have a material adverse effect on our business, financial condition and
results of operations; including substantially increasing our cost of borrowing and restricting our future operations, if not
cured or waived. In addition, the lender may be able to terminate any commitments they had made to supply us with
further funds. Accordingly, we may not be able to fully repay our debt obligations, if some or all of our debt obligations
are accelerated upon an event of default.
Our Bank of America credit facility contains financial covenants that may limit current availability and impose ongoing
operational limitations and risk of compliance.
We currently maintain a $30.0 million revolving credit facility with Bank of America, N.A. (the “Lender”), which includes a $2.0
million sublimit to support letters of credit. Under the terms of the credit facility, we are required to maintain a fixed charge coverage
ratio of at least 1.1 to 1.0 in the event that availability is less than $5.0 million or an event of default was to occur.
Our compliance with the financial covenants of our credit facility is particularly important given the materiality of this facility to our
day-to-day operations and overall acquisition strategy. Our debt capacity, subject to the requisite collateral at an advance rate of up to
85% of eligible domestic accounts receivable and, subject to certain sub-limits, 75% of eligible accrued but unbilled receivables and
eligible foreign accounts receivables, is limited to a multiple of our consolidated EBITDA (as adjusted) as measured on a trailing
twelve month basis. If we fail to comply with these covenants and are unable to secure a waiver or other relief, our financial condition
would be materially 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.
Under our credit facility, we are prohibited from declaring and paying dividends unless: (i) there are no existing events of default
under the credit facility or an event of default would not be caused by the declaration or payment of such dividend, and (ii) the amount
available under the credit facility after the pro forma effect of such dividend is equal to the greater of 20% of the borrowing base under
the credit facility or $5.0 million.
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 and executives of our acquired businesses because of their collective industry knowledge,
marketing skills and relationships with vendors, customers and operating partners. We have secured employment arrangements with
each of these individuals, which contain non-competition covenants that survive their actual term of employment. Nevertheless,
should any of these individuals leave us, we could have difficulty replacing them with qualified individuals and it could have a
material adverse effect on our future results of operations.
Our results of operations could vary as a result of the methods, estimates, and judgments that we use in applying our accounting
policies.
The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on our results of
operations (see “Critical Accounting Estimates” in Part II, Item 7 of this Form 10-K). Such methods, estimates, and judgments are, by
their nature, subject to substantial risks, uncertainties, and assumptions, and factors may arise over time that lead us to change our
methods, estimates, and judgments. Changes in those methods, estimates, and judgments could significantly affect our results of
operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
12
Terrorist attacks and other acts of violence or war may affect our operations and our profitability.
As a result of the potential for terrorist attacks, federal, state and municipal authorities have implemented and continue to follow
various security measures, including checkpoints and travel restrictions on large trucks. Such measures may reduce the productivity of
our independent contractors and transportation providers or increase the costs associated with their operations, which we could be
forced to bear. For example, security measures imposed at bridges, tunnels, border crossings and other points on key trucking routes
may cause delays and increase the non-driving time of our independent contractors and transportation providers, which could have an
adverse effect on our results of operations. Congress has mandated security screening of air cargo traveling on passenger airlines
effective July 31, 2010, and for ocean freight, effective July 2012, which may increase costs associated with our air and freight
forwarding operations. War, risk of war, or a terrorist attack also may have an adverse effect on the economy. A decline in economic
activity could adversely affect our revenues or restrict our future growth. Instability in the financial markets as a result of terrorism or
war also could impact our ability to raise capital. In addition, the insurance premiums charged for some or all of the coverage currently
maintained by us could increase dramatically or such coverage could be unavailable in the future.
We intend to continue growing our international operations and will become increasingly subject to variations in the international
trade market.
We provide services to customers engaged in international commerce, and intend to grow our international business in the coming
years. For the years ended June 30, 2014 and 2013, international transportation revenue accounted for 39% and 46% of our revenue,
respectively. All factors that affect international trade have the potential to expand or contract our international business and impact
our operating results. For example, international trade is influenced by, among other things:
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
currency exchange rates and currency control regulations;
interest rate fluctuations;
changes in governmental policies, such as taxation, quota restrictions, tariffs, other forms of trade barriers and/or
restrictions and trade accords;
changes in and application of international and domestic customs, trade and security regulations;
wars, strikes, civil unrest, acts of terrorism, and other conflicts, such as the recent conflict in the Ukraine that has led to
the imposition of economic sanctions by the United States and the European Union against Russia;
natural disasters and pandemics;
changes in consumer attitudes regarding goods made in countries other than their own;
changes in availability of credit;
changes in the price and readily available quantities of oil and other petroleum-related products; and
increased global concerns regarding environmental sustainability.
If any of the foregoing factors have a negative effect on the international trade market, we will likely suffer a decrease in our
international business, which could have a material adverse effect on our results of operations and financial condition.
In connection with our international business, we are subject to certain foreign regulatory requirements, and any failure to comply
with these requirements could be detrimental to our business.
We provide services in parts of the world where common business practices could constitute violations of the anti-corruption laws,
rules, regulations and decrees of the United States, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and of all
other countries in which we conduct business; as well as trade control laws, or laws, regulations and Executive Orders imposing
embargoes and sanctions; and anti-boycott laws and regulations. Compliance with these laws, rules, regulations and decrees is
dependent on our employees, subcontractors, consultants, agents, third-party brokers and customers, whose individual actions could
violate these laws, rules, regulations and decrees. Failure to comply could result in substantial penalties, damages to our reputation and
restrictions on our ability to conduct business. In addition, any investigation or litigation related to such violations may require
significant management time and could cause us to incur extensive legal and related costs, all of which may have a material adverse
effect on our results of operations and operating cash flows.
13
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 that 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 that 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:
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
(cid:2)
failure to agree on the terms necessary for a transaction, such as the purchase price;
incompatibility between our operational strategies or management philosophies with those of the potential acquiree;
competition from other acquirers of operating companies;
lack of sufficient capital to acquire a profitable logistics company;
unwillingness of a potential acquiree to agree to subordinate any future payment of earn-outs or promissory notes to the
payments due to our Lender; and
unwillingness of a potential acquiree to work with our management.
Risks related to acquisition financing.
We have a limited amount of financial resources and our ability to make additional acquisitions without securing additional financing
from outside sources is limited. In order to continue to pursue our acquisition strategy, 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 our common stock as part of the purchase price for
the sale of their businesses, we may be required to use 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. The terms of our credit facility requires that we
obtain Lender’s consent prior to securing additional debt financing. There could be circumstances in which our ability to obtain
additional debt financing could be constrained if we are unable to secure such consent.
Our Bank of America credit facility places certain limits on the acquisitions we may make.
Under the terms of our credit facility, we may be required to obtain the Lender’s consent prior to making any additional acquisitions.
We are permitted to make additional acquisitions without the consent of the Lender only if certain conditions are satisfied. These
conditions include the following: (i) the absence of an event of default under the credit facility; (ii) the acquisition is consensual;
(iii) the company to be acquired must be in the transportation and logistics industry, located in the United States or certain other
approved jurisdictions, and have a positive EBITDA for the twelve month period most recently ended prior to such acquisitions;
(iv) no debt or liens may be incurred, assumed or result from the acquisition, subject to limited exceptions; and (v) after giving effect
for the funding of the acquisition, we must have undrawn availability under the credit facility of at least the greater of 20% of the
borrowing base or $5,000,000.
In the event we are not able to satisfy the conditions of the credit facility in connection with a proposed acquisition, we must either
forego the acquisition, obtain the Lender’s consent, or retire the credit facility. This may prevent us from completing acquisitions that
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.
14
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, in part, on growth through acquisitions, our future earnings will be
subject to greater non-cash amortization charges than a company whose earnings are derived solely from organic growth. 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 that 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, other than as required under the credit facility, 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 businesses that 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.
Subject to the restrictions contained in the credit facility, 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 businesses 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 business 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 businesses to repay the indebtedness incurred
to make these acquisitions.
We may experience difficulties in integrating the operations, personnel and assets of acquired businesses that 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. 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:
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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 existing or acquired operating partners following an acquisition;
the potential loss of key employees following an acquisition and the associated risk of competitive efforts from such
departed personnel;
possible legal disputes with the acquired company following an acquisition; and
the inability to generate sufficient revenue to offset acquisition or investment costs.
15
As a result, if we fail to properly evaluate and execute any acquisitions or investments, our business and prospects may be seriously
harmed.
We attempt to mitigate these risks, in part, by providing that a portion of the ultimate purchase price for each acquired operation is
structured as contingent consideration (i.e. an earn-out) based on the future financial performance of the business. To the extent that an
acquired operation underperforms relative to anticipated earnings levels, this will result in the recognition of a non-cash gain on the
change in contingent consideration as reported in the most recent fiscal year ended June 30, 2014 in connection with the performance
of the Company’s ISLA, ALBS, Marvir, IFS, On Time and PCA operations. In the alternative, to the extent an acquired operation over
performs anticipated earnings levels, we will recognize a non-cash loss on change in contingent consideration.
We recently acquired On Time Express, Inc. and are currently integrating its business into our operations.
On October 1, 2013, we purchased 100% of the capital stock of On Time, our largest acquisition to date, which will operate as our
wholly-owned subsidiary. Payment of the full purchase price is contingent upon On Time achieving certain profitability targets, which
it may not be able to achieve. There can be no assurance of On Time’s ability following the acquisition to maintain and grow its
revenues and operating margins in a manner consistent with its most recent operating results, our ability to integrate On Time’s
operations with our historic operations, or our ability to realize cost synergies through On Time’s line-haul network, as well as the
effect that the acquisition may have on On Time’s existing customers and employees.
Historically, On Time’s business has been dependent on a small number of customers.
A significant portion of On Time’s revenues are derived from a relatively small number of customers. On Time does not have long-
term contracts with such customers and the relationships could be terminated at any time. A significant loss of business from, or
adverse performance by, any of On Time’s large volume customers could have a material adverse effect on On Time’s financial
condition and results of operations. The failure to retain the business of these major customers may also have an adverse effect on On
Time’s financial results if we are unable to replace these customers or if new customers are not as profitable. On Time is also subject
to credit risk associated with customer concentration. If one or more of its largest customers were to become bankrupt, insolvent or
otherwise unable to pay for the services provided, On Time may incur significant write-offs of accounts receivable that may have a
material adverse effect on its financial condition, results of operations or cash flows.
We are currently involved in a legal dispute emanating from recent acquisition of DBA.
In December 2012, we recovered an award in arbitration against the former shareholders of DBA. The award arose out of a prior
arbitration action against the former shareholders of DBA in which we asserted, among others, certain claims for indemnification
under the Agreement and Plan of Merger (the “DBA Agreement”) dated March 29, 2011, based upon breaches that we believe
occurred under the DBA Agreement. These breaches included, among others, the breach of certain non-competition and non-
solicitation covenants by Paul Pollara, one of the DBA selling shareholders, and Bretta Santini Pollara, a former DBA employee and
wife of Mr. Pollara.
In a related matter, in December 2011, Ms. Pollara filed a claim for declaratory relief against us seeking an order stipulating that she is
not bound by the non-compete covenant contained within the DBA Agreement signed by her husband, Mr. Pollara. On January 23,
2012, we filed a counterclaim against Ms. Pollara, her company Santini Productions, Daniel Reffner (a former employee of the
Company now working for Ms. Pollara), and Oceanair, Inc. (a company doing business with Santini Productions). Our counterclaim
alleges claims for, among others, statutory and common law misappropriation of trade secrets, and sought damages in excess of
$1,000,000.
On April 25, 2014, a jury returned a verdict in our favor in the amount of $1,500,000, but the judge entered a judgment
notwithstanding the verdict and dismissed the case. We have filed an appeal of the judge’s ruling and expect the appeal to be heard by
the summer of 2015.
16
Risks Related to our Common Stock
Provisions of our certificate of incorporation, bylaws and Delaware law may make a contested takeover 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 such 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.
Although our common stock is traded on the NYSE MKT, it may remain relatively illiquid, or “thinly traded.” 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 the financial markets, 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.
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 have completed several acquisitions which often include the issuance of additional shares pursuant to the purchase agreements.
Since June 30, 2013 we have issued approximately 280,591 unregistered shares of our common stock as part of the purchase price, or
associated with the financing of a transaction. In addition, we may issue additional shares in connection with such acquisitions upon
the achievement of certain earn-out thresholds. The availability of those shares for sale to the public under Rule 144 of the Securities
Act of 1933, as amended (the “Securities Act”) 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 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 may result in additional dilution to our existing stockholders.
We currently have in place a universal shelf registration statement which allows us to publicly issue up to $75 million of additional
securities, including debt, common stock, preferred stock, and warrants. The shelf registration is intended to provide greater flexibility
to us in financing growth or changing our capital structure.
At any time we may make private offerings of our securities. 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 businesses 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,
which could result in diluting the interests of our existing stockholders.
The exercise or conversion of our outstanding options, warrants or other convertible securities or any derivative securities we issue in
the future will result in the dilution of the ownership interests of our existing stockholders and may create downward pressure on the
trading price of our common stock. We are currently authorized to issue 100 million shares of common stock. As of September 19,
2014, we had 34,391,805 outstanding shares of common stock. We may in the future issue up to 5,275,044 additional shares of our
common stock upon exercise of existing options.
We may issue shares of preferred stock with greater rights than our common 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 stockholders. Any such preferred stock we may issue in the future could rank
ahead of our common stock in many ways, including in terms of dividends, liquidation rights, and voting rights.
17
As we do not anticipate paying dividends on our common stock, investors in our shares of common stock 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 on our
common stock 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, our financial requirements and other
similarly unpredictable factors. Our ability to pay dividends is further limited by the terms of our credit facility. Accordingly, investors
seeking dividend income should not purchase our stock.
From time to time, we publish certain forward-looking information regarding our future anticipated performance, which
information may be materially different than our actual future results.
From time to time, we publish certain forward-looking information regarding our future anticipated performance, including guidance
with respect to our estimated future revenues and profits. This forward-looking information is not a guaranty and is 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 information. 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 information, such factors include
the inherent risks associated with our recent and future acquisitions, our operations, management and other outside competitive and
economic influences on our business. Important factors with regard to our recent acquisitions that could cause our actual results to
differ from our expectations, include but are not limited to: our ability to maintain the future operations of our recently acquired
businesses in a manner consistent with their past practices; our recently acquired businesses will be able to maintain and grow their
revenues and operating margins in a manner consistent with their most recent results of operations; our ability to integrate the
operations of such businesses with our existing operations, as well as our ability to realize expected financial and operational cost and
revenue synergies through such integration; our reliance on the acquired management teams and the continued customer relationships
provided by the acquired businesses; the effect that these acquisitions will have on their existing customers and employees; the effect
that the acquisitions will have on our historic and existing network of locations; and any material adverse change in the composition of
their customers. Important additional factors that could cause our actual results to differ from our expectations include, but are not
limited to, our ability to: use our Bellevue, Washington operations as a “platform” upon which we can build a profitable global
transportation and supply chain management company; retain and build upon the relationships we have with our operating partners;
continue the development of our back-office infrastructure and transportation and accounting systems in a manner sufficient to service
our expanding revenues and network of operating locations; maintain and enhance the future operations of our company owned
operating locations; continue growing our business and maintain historical or increased gross profit margins; locate suitable
acquisition opportunities; secure the financing necessary to complete any acquisition opportunities we locate; assess and respond to
competitive practices in the industries in which we compete; mitigate, to the best extent possible, our dependence on current
management and certain of our larger operating partners; 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 assess and respond to
such other factors that may be identified from time to time in our SEC filings and other public announcements.
Ineffective internal controls could impact our business and operating results.
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the
possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only
reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy
of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their
implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.
Risks Related to our 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Shares”).
We cannot assure you that quarterly dividends on, or any other payments in respect of, the Series A Preferred Shares will be made
timely or at all.
We cannot assure you that we will be able to pay quarterly dividends on the Series A Preferred Shares or to redeem the Series A
Preferred Shares, if we wanted to do so. Quarterly dividends on our Series A Preferred Shares will be paid from funds legally
available for such purpose when, as and if declared by our board of directors. You should be aware that certain factors may influence
our decision, or adversely affect our ability, to pay dividends on, or make other payments in respect of, our Series A Preferred Shares,
including, among other things:
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the amount of our available cash or other liquid assets, including the impact of any liquidity shortfalls caused by the
below-described restrictions on the ability of our subsidiaries to generate and transfer cash to us;
any of the events described our filings with the SEC or the documents incorporated by reference herein or therein that
impact our future financial position or performance;
18
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our ability to service and refinance our current and future indebtedness;
changes in our cash requirements to fund capital expenditures, acquisitions or other operational or strategic initiatives;
our ability to borrow or raise additional capital to satisfy our capital needs;
restrictions imposed by our existing, or any future, credit facilities, debt securities or leases, including restricted payment
and leverage covenants that could limit our ability to make payments to holders of the Series A Preferred Shares; and
limitations on cash payments to shareholders under Delaware law, including limitations that require dividend payments be
made out of surplus or, subject to certain limitations, out of net profits for the then-current or preceding year in the event
there is no surplus.
Based on its evaluation of these and other relevant factors, our board of directors may, in its sole discretion, decide not to declare a
dividend on the Series A Preferred Shares for any quarterly period for any reason, regardless of whether we have funds legally
available for such purpose. In such event, the sole recourse will be the rights as a holder of Series A Preferred Shares specified in the
certificate of designation for such shares, including the right to cumulative dividends and the further right under certain specified
circumstances to additional interest and limited conditional voting rights.
In addition, under our credit facility, we are prohibited from declaring and paying dividends unless: (i) there are no existing events of
default under the credit facility or an event of default would not be caused by the declaration or payment of such dividend, and (ii) the
amount available under the credit facility after the pro forma effect of such dividend is equal to the greater of 20% of the borrowing
base under the credit facility or $5.0 million.
The Series A Preferred Shares represent perpetual equity interests.
The Series A Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, will not entitle the holders
thereof to receive payment of a principal amount at a particular date. As a result, holders of the Series A Preferred Shares may be
required to bear the financial risks of an investment in the Series A Preferred Shares for an indefinite period of time. In addition, the
Series A Preferred Shares will rank junior to all our indebtedness and other liabilities, and to any other senior securities we may issue
in the future with respect to assets available to satisfy claims against us.
Increases in market interest rates may adversely affect the trading price of our Series A Preferred Shares.
One of the factors that will influence the trading price of our Series A Preferred Shares will be the dividend yield on the Series A
Preferred Shares relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to
historical rates, may reduce demand for our Series A Preferred Shares and would likely increase our borrowing costs and potentially
decrease funds available for distribution. Accordingly, higher market interest rates could cause the market price of our Series A
Preferred Shares to decrease.
The Series A Preferred Shares have not been rated, and the lack of a rating may adversely affect the trading price of the Series A
Preferred Shares.
We have not sought to obtain a rating for the Series A Preferred Shares, and the shares may never be rated. It is possible, however,
that one or more rating agencies might independently determine to assign a rating to the Series A Preferred Shares or that we may
elect to obtain a rating of our Series A Preferred Shares in the future. In addition, we may elect to issue other securities for which we
may seek to obtain a rating. The market value of the Series A Preferred Shares could be adversely affected if:
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any ratings assigned to the Series A Preferred Shares in the future or to other securities we issue in the future are lower
than market expectations or are subsequently lowered or withdrawn, or
ratings for such other securities would imply a lower relative value for the Series A Preferred Shares.
Our Series A Preferred Shares are junior to our debt liabilities and lease obligations, the debt and other liabilities of our
subsidiaries and third-party holders’ of equity interests in our subsidiaries and the interests could be diluted by our issuance of
additional shares of preferred stock, including additional Series A Preferred Shares, and by other transactions.
Our Series A Preferred Shares are subordinated to all of our existing and future indebtedness and lease obligations. As of June 30,
2014, we and our subsidiaries had outstanding indebtedness and liabilities of approximately $79.0 million, all of which is senior in
right of payment to the Series A Preferred Shares. Our existing indebtedness restricts, and our future indebtedness may include
restrictions on our ability to pay dividends to preferred shareholders.
19
Our certificate of incorporation currently authorizes the issuance of up to five million shares of preferred stock in one or more classes
or series, and we will be permitted, without notice to or consent of the holders of Series A Preferred Shares, to issue additional Series
A Preferred Shares or other securities that have rights junior to such shares, up to the maximum aggregate number of authorized shares
of our preferred stock. The issuance of additional preferred stock on a parity with or senior to our Series A Preferred Shares would
dilute the interests of the holders of our Series A Preferred Shares, and any issuance of preferred stock senior to or on a parity with our
Series A Preferred Shares or of additional indebtedness could adversely affect our ability to pay dividends on, redeem or pay the
liquidation preference on our Series A Preferred Shares.
Except in limited circumstances, no provisions relating to our Series A Preferred Shares protect the holders of our Series A Preferred
Shares in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or
substantially all our assets or business, any of which might adversely affect the holders of our Series A Preferred Shares.
Holders of Series A Preferred Shares have extremely limited voting rights.
The voting rights of Series A Preferred Shares is extremely limited. However, in the event that six quarterly dividends, whether
consecutive or not, payable on Series A Preferred Shares are in arrears or a listing failure has occurred and is continuing, the holders
of Series A Preferred Shares will have the right, voting together as a class with all other classes or series of parity securities upon
which like voting rights have conferred and are exercisable, to elect two additional directors to serve on our board of directors.
Investors should not expect us to redeem the Series A Preferred Shares on the date the Series A Preferred Shares becomes
redeemable by the Company or on any particular date afterwards.
The shares of Series A Preferred Shares have no maturity or mandatory redemption date and are not redeemable at the option of
investors under any circumstances. By their terms, the Series A Preferred Shares may be redeemed by us at our option either in whole
or in part at any time on or after December 20, 2018 or, under certain circumstances, may be redeemed by us at our option, in whole,
sooner than that date. Any decision we may make at any time regarding whether to redeem the Series A Preferred Shares will depend
upon a wide variety of factors, including our evaluation of our capital position, our capital requirements and general market conditions
at that time. You should not assume that we will redeem the Series A Preferred Shares at any particular time, or at all.
The Series A Preferred Shares are not convertible and purchasers may not realize a corresponding benefit if the trading price of
our common stock rises.
The Series A Preferred Shares will not be convertible into common shares or other of our securities and will not have exchange rights
or be entitled or subject to any preemptive or similar rights. In addition, the Series A Preferred Shares will earn dividends at a fixed
rate (subject to adjustment). Accordingly, as noted in greater detail above, the market value of the Series A Preferred Shares may
depend on, among other things, dividend and interest rates for other securities and other investment alternatives and our actual and
perceived ability to make dividend or other payments in respect of our Series A Preferred Shares. Moreover, our right to redeem the
Series A Preferred Shares on or after December 20, 2018 or in the event of a change in control could impose a ceiling on their value.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Our principal executive offices are located at 405 114th Avenue S.E., Third Floor, 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. We also
sublease 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 on
May 31, 2020. In addition, we lease 92,503 feet of space for our Company-owned office in Somerset, New Jersey for an average of
$43,816 per month over the life of the lease expiring November 30, 2014. We lease 22,653 feet of space for our Company-owned
office in Carson, California for an average of $18,250 per month over the life of the lease expiring January 31, 2016. For our former
Company-owned office in Hawthorne, California, we lease 140,200 of space in two neighboring buildings for an average of $88,403
per month over the life of lease expiring February 29, 2016. The entire facility is subleased for an average of $77,671 per month and
expires at the same time. We lease 25,090 and 16,922 feet of space for our On Time facilities in Phoenix, Arizona and Dallas Texas,
respectively, for $40,000 per month over the life of the lease expiring September 2018. We also have several other locations where we
lease an aggregate of 57,765 square feet for an average of $59,574 per month. We believe our current offices are adequately covered
by insurance and are sufficient to support our operations for the foreseeable future.
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ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company and our operating subsidiaries are involved in claims, proceedings and litigation, including the
following:
DBA Distribution Services, Inc. – Bretta Santini Pollara v. Radiant Logistics, Inc., United States District Court, Central District of
California, Case No. 12-344 GAF
In December 2012, we recovered an award in arbitration against the former shareholders of DBA. The award arose out of a prior
arbitration action against the former shareholders of DBA in which we asserted, among others, certain claims for indemnification
under the Agreement and Plan of Merger (the “DBA Agreement”) dated March 29, 2011, based upon breaches that we believe
occurred under the DBA Agreement. These breaches included, among others, the breach of certain non-competition and non-
solicitation covenants by Paul Pollara, one of the DBA selling shareholders, and Bretta Santini Pollara, a former DBA employee and
wife of Mr. Pollara.
In a related matter, in December 2011, Ms. Pollara filed a claim for declaratory relief against us seeking an order stipulating that she is
not bound by the non-compete covenant contained within the DBA Agreement signed by her husband, Mr. Pollara. On January 23,
2012, we filed a counterclaim against Ms. Pollara, her company Santini Productions, Daniel Reffner (a former employee of the
Company now working for Ms. Pollara), and Oceanair, Inc. (a company doing business with Santini Productions). Our counterclaim
alleges claims for, among others, statutory and common law misappropriation of trade secrets, and sought damages in excess of
$1,000,000.
On April 25, 2014, a jury returned a verdict in our favor in the amount of $1,500,000, but the judge entered a judgment
notwithstanding the verdict and dismissed the case. We have filed an appeal of the judge’s ruling and expect the appeal to be heard by
the summer of 2015.
Radiant Global Logistics, Inc. and DBA Distribution Services, Inc. (Ingrid Barahona California Class Action), Los Angeles County
Superior Court, Case No. BC525802
On October 25, 2013, plaintiff Ingrid Barahona filed a purported class action lawsuit against Radiant Global Logistics, Inc.
(“Radiant”), DBA Distribution Services, Inc. (“DBA”), and two third-party staffing companies (collectively, the “Staffing
Defendants”) with whom Radiant and DBA contracted for temporary employees. In the lawsuit, Ms. Barahona seeks damages and
penalties under California law alleging that she and the putative class were the subject of unfair and unlawful business practices,
including certain wage and hour violations relating to, among others, failure to provide certain rest and meal periods, as well as failure
to pay minimum wages and overtime. Ms. Barahona alleges that she was jointly employed by the staffing companies and Radiant and
DBA. Radiant and DBA deny Ms. Barahona’s allegations in their entirety, deny that they are liable to Ms. Barahona or the putative
class members in any way, and are vigorously defending against these allegations based upon our preliminary evaluation of applicable
records and legal standards. In addition, we believe that the plaintiff’s class definition is overly broad and cannot meet California’s
class action certification requirements. On August 28, 2014, we filed an Answer to Ms. Barahona’s First Amended Complaint, and the
case remains in the early stages of litigation. We are unable to express an opinion as to the final outcome of the matter.
Service By Air, Inc. v. Radiant Global Logistics, Inc., Federal Court for the Northern District of Illinois, Eastern Division, Case No.
14-cv-01754
On March 11, 2014 a lawsuit was filed by Service By Air, Inc. (“SBA”), which is a competitor to Radiant, against Radiant, PCA, and
Philippe Gabay (“Gabay”). The case is currently pending. We entered into various agreements with PCA and Gabay on March 1, 2014
in connection with the purchase of certain assets regarding expansion of our operations in the Mid-Atlantic Region of the United
States. SBA is claiming unspecified damages against all of the defendants on the grounds that the execution of those agreements, and
certain actions after that date violated an agreement to which SBA was a party to with PCA and Gabay that otherwise expired on
February 28, 2014. SBA is also claiming that we tortiously interfered with SBA's rights in connection with the expired agreement. We
believe that the case is without merit and have filed a motion to dismiss the complaint, which is pending before the court.
We are involved in various other claims and legal actions arising in the ordinary course of business, some of which are in the very
early stages of litigation and therefore difficult to judge their potential materiality. For those claims for which we can judge the
materiality, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our
consolidated financial position, results of operations or liquidity.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
21
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock trades on the NYSE MKT under the symbol “RLGT.” The following table states the range of the high and low
sales price per share, as applicable, of our common stock for each calendar quarter during our past two fiscal years as reported by the
NYSE MKT. 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 NYSE MKT on September 18, 2014, was $3.22 per share.
Year ended June 30, 2014:
Quarter ended June 30, 2014 ...................................................... $
Quarter ended March 31, 2014 ...................................................
Quarter ended December 31, 2013 .............................................
Quarter ended September 30, 2013 ............................................
Year ended June 30, 2013:
Quarter ended June 30, 2013 ...................................................... $
Quarter ended March 31, 2013 ...................................................
Quarter ended December 31, 2012 .............................................
Quarter ended September 30, 2012 ............................................
High
Low
3.45 $
3.50
2.70
2.42
2.17 $
2.74
1.75
1.98
2.72
2.41
2.12
1.79
1.81
1.45
0.92
1.52
Holders
As of September 18, 2014, the number of stockholders of record of our common stock was 96. However, based upon broker inquiry
conducted during September 2014, in conjunction with our proposed 2014 Annual Meeting of Stockholders, we believe there are a
substantial number of 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 on our
common stock 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 credit facility. Under our credit facility, we are
prohibited from declaring and paying dividends unless: (i) there are no existing events of default under the credit facility or an event of
default would not be caused by the declaration or payment of such dividend, and (ii) the amount available under the credit facility
after the pro forma effect of such dividend is equal to the greater of 20% of the borrowing base under the credit facility or $5.0
million.
Transfer Agent
Broadridge Financial Solutions, Inc., 1981 Marcus Avenue, Lake Success, NY 11042, serves as our transfer agent.
Recent Issuance of Unregistered Securities
From July 1, 2013 through the date of this report we issued the following unregistered securities:
(cid:2)
(cid:2)
(cid:2)
(cid:2)
In October 2013, we issued 237,320 shares of common stock to the former shareholders of On Time in satisfaction of
$500,000 of the purchase price.
In March 2014, we issued 17,083 shares of common stock to the former owners of PCA in satisfaction of $50,000 of the
purchase price.
In March 2014, we issued 26,188 shares of common stock to the former shareholders of ISLA in satisfaction of a $57,838
earn-out payment for the year ended June 30, 2013.
In September 2014, we issued 16,218 shares of common stock to the former shareholders of TNI in satisfaction of
$50,000 of the purchase price.
22
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(a)(2) of the Securities Act of 1933, as amended.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
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.
Overview
We are a non-asset based transportation and logistics services company providing customers domestic and international freight
forwarding services and other value-added supply chain management services, including customs brokerage, 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 non-
asset based transportation and logistics providers meeting our acquisition criteria. Our first acquisition of Airgroup Corporation
(“Airgroup”) was completed on January 1, 2006. Airgroup, headquartered in Bellevue, Washington, is a non-asset based logistics
company providing domestic and international freight forwarding services through a network of operating partner locations across
North America.
We continue to seek additional companies as suitable acquisition candidates and have completed ten acquisitions since our acquisition
of Airgroup. Today, RGL, through the Radiant, Airgroup, Adcom, DBA and On Time network brands, has a diversified account base
including manufacturers, distributors and retailers that it services using a network of independent carriers through a network of
Company-owned and strategic operating partner locations throughout North America and an integrated service partner network
serving other key markets around the globe.
Our growth strategy continues to focus on both organic growth and growth through acquisitions. For organic growth, we will focus on
strengthening and retaining existing, and expanding new customer operating partner relationships. Since our acquisition of Airgroup in
January 2006, we have focused our efforts on the build-out of our network of operating partner locations, as well as enhancing our
back-office infrastructure, transportation and accounting systems. We also continue to search for targets that fit within our acquisition
criteria.
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 (motor carrier, air, ocean or rail). In turn, we assume the responsibility for arranging and paying for the underlying means of
transportation.
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.
23
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 attributable to 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 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.
EBITDA is a non-GAAP measure of income and does not include the effects of preferred stock dividends, interest and taxes, and
excludes the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which
elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to
furniture and equipment, all amortization charges, including amortization of leasehold improvements and other intangible assets. We
then further adjust EBITDA to exclude changes in contingent consideration, expenses specifically attributable to acquisitions,
severance and lease termination costs, extraordinary items, share-based compensation expense, non-recurring litigation expenses, and
other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not
intended to replace any presentation included in our consolidated financial statements.
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.
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 revenue recognition, accruals for the cost of purchased
transportation, the fair value of acquired assets and liabilities, changes in contingent consideration, accounting for the issuance of
shares and share-based compensation, the assessment of the recoverability of long-lived assets and goodwill, and the establishment of
an allowance for doubtful accounts.
We perform an annual impairment test for goodwill. We assess qualitative factors to determine whether it is more likely than not that
the fair value of the reporting unit is less than the carrying amount. After assessing qualitative factors, if further testing is necessary we
would go into a 2-step impairment test. 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.
24
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 our 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 or a House Ocean Bill of Lading
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.
Results of Operations
Fiscal year ended June 30, 2014, compared to fiscal year ended June 30, 2013
The following table summarizes transportation revenue, cost of transportation and net transportation revenue (in thousands) for
the fiscal years ended June 30, 2014 and 2013:
Transportation revenue ......................................................... $
Cost of transportation ...........................................................
2014
349,133 $
249,898
2013
310,835 $
222,402
Net transportation revenue ................................................... $
Net transportation margins .............................................
99,235 $
28.4%
88,433 $
28.5%
Amount
Percent
38,298
27,496
10,802
12.3%
12.4%
12.2%
Year ended June 30,
Change
Domestic and international transportation revenue was $211.9 million and $137.2 million, respectively, for the year ended June 30,
2014, compared with $167.4 million and $143.4 million, respectively, for the year ended June 30, 2013. The increase in domestic
transportation revenue is due principally to incremental revenues attributed to our acquisitions of On Time and the opening of a
Company-owned location in Philadelphia, and higher domestic revenues from both Company-owned and operating partner locations.
The decrease in international revenue is principally due to incremental decreased revenues associated with slower cross-border
shipping into and out of Mexico and less project work.
25
The following table compares condensed consolidated statements of income data as a percentage of our net transportation revenue
(in thousands) for the fiscal years ended June 30, 2014 and 2013:
Net transportation revenue ........................................... $ 99,235
100.0% $ 88,433
100.0 %
Year ended June 30,
2014
Amount
Percent
Amount
2013
Percent
Change
Percent
Amount
$ 10,802
12.2%
2.3%
25.2%
27.1%
14.9%
(100.0%)
(27.8%)
9.5%
41.8%
75.9%
34.7%
30.0%
37.6%
Operating partner commissions ....................................
Personnel costs .............................................................
Selling, general and administrative expenses ...............
Depreciation and amortization .....................................
Transition and lease termination costs .........................
Change in contingent consideration .............................
53,655
21,837
10,728
4,532
—
(2,041)
54.1%
22.0%
10.8%
4.6%
—
(2.1)%
52,466
17,441
8,441
3,944
1,544
(2,825)
59.3 %
19.7 %
9.6 %
4.5 %
1.7 %
(3.2 )%
1,189
4,396
2,287
588
(1,544)
784
Total operating expenses ..............................................
88,711
89.4%
81,011
91.6 %
7,700
Income from operations ...............................................
Other expense ...............................................................
10,524
(2,260)
10.6%
(2.3)%
7,422
(1,285)
8.4 %
(1.5 )%
3,102
(975)
Income before income tax expense ..............................
Income tax expense ......................................................
8,264
(3,082)
8.3%
(3.0)%
6,137
(2,371)
6.9 %
(2.6 )%
2,127
(711)
Net income ...................................................................
Less: Net income attributable to non-controlling
5,182
5.3%
3,766
4.3 %
1,416
interest ......................................................................
(64)
(0.1)%
(108)
(0.2 )%
44
(40.7%)
Net income attributable to Radiant Logistics, Inc. .......
Less: Preferred stock dividends ...................................
5,118
(1,091)
5.2%
(1.1%)
3,658
—
4.1 %
—
1,460
(1,091)
Net income attributable to common stockholders ........ $
4,027
4.1% $
3,658
4.1 %
$
369
39.9%
NM
10.1%
Operating partner commissions increased primarily due to a change in sales mix with a higher percentage of domestic revenues, which
tend to create higher commissions, compared to international revenues. Operating partner commissions as a percentage of net
revenues decreased as a result of our recent acquisitions of Marvir, IFS, On Time and the opening of a Company-owned location in
Philadelphia, which added Company-owned locations in Los Angeles, Portland, Phoenix, Dallas, Atlanta and Philadelphia. Company-
owned locations are not paid commissions.
Personnel cost increases are primarily attributable to a full year of personnel costs related to our acquisitions of Marvir and IFS, and a
partial year of personnel costs associated with our On Time acquisition, which added the personnel costs associated with new
Company-owned locations in Los Angeles, Portland, Phoenix, Dallas, and Atlanta, the opening of a Company-owned location in
Philadelphia, as well as a higher head-count at the corporate office and some Company-owned locations.
Selling, general and administrative (“SG&A”) costs increased due to our acquisition of On Time and the opening of a Company-
owned location in Philadelphia, increased legal expenses incurred in connection with acquisitions and litigation, higher travel
expenses associated with our regional vice presidents and other corporate travel, partially offset by savings associated with combining
our two Company-owned locations in Los Angeles.
Depreciation and amortization costs increased primarily due to a full year of amortization of intangibles for Marvir and IFS, and a
partial year of amortization for current year acquisitions On Time and PCA, partially offset by scheduled changes in the amortization
costs associated with the Adcom, ISLA and ALBS acquisition.
Transition and lease termination costs for the year ended June 30, 2013 represent non-recurring operating costs incurred in connection
with the relocation of the former DBA facility in Los Angeles to a new location, certain personnel costs that were eliminated in
connection with the combination of the historical DBA and Marvir locations, and a loss on disposal of furniture and equipment. There
were no such costs for the year ended June 30, 2014.
Change in contingent consideration represents the change in the fair value of contingent consideration due to former shareholders of
acquired operations. The change in both years was primarily attributable to ISLA and ALBS not achieving their specified operating
objectives.
26
The increase in income from operations is attributable to several factors, favorable and unfavorable to the Company. Net revenues
increased $10.8 million primarily due to the incremental revenues attributed to our acquisition of On Time and the opening of a
Company-owned location in Philadelphia, offset by decreased revenues associated with slower cross-border shipping into and out of
Mexico and less project work. Operating partner commission expense increased $1.2 primarily due to a change in sales mix with a
higher percentage of domestic revenues, which tend to create higher commissions, compared to international revenues. Personnel
costs increased $4.4 million primarily due to increased personnel costs associated with recently acquired Company-owned locations as
well as increased head-count at the corporate office. SG&A expenses increased $2.3 million primarily due to our acquisition of On
Time and the opening of a Company-owned location in Philadelphia, increased legal expenses incurred in connection with
acquisitions and litigation, higher travel expenses associated with our regional vice presidents and other corporate travel, partially
offset by savings associated with combining our two Company-owned locations in Los Angeles. Depreciation and amortization
increased $0.6 million due to a full year of amortization of intangibles for Marvir and IFS, and a partial year of amortization for
current year acquisitions On Time and PCA, partially offset by scheduled changes in the amortization costs associated with the
Adcom, ISLA and ALBS acquisitions. Transition and lease termination costs decreased $1.5 million over the prior year due to the
relocation of the former DBA Los Angeles facility into the Marvir Los Angeles facility. Change in contingent consideration decreased
$0.8 million due to changes in the projected future operating results of acquired businesses relative to the specified operating
objectives and financial targets associated with earn-outs in their respective agreements.
Other expense increased due to the write-off of the debt discount in the current year and the gain on litigation settlement in the prior
period.
Our increase in net income was driven principally by the increased efficiency of leveraging our scalable back-office infrastructure,
favorable write-down of contingent consideration, offset by higher depreciation and amortization costs as well as a lack of lease
termination costs in the current year.
Our future net income may be impacted by increased amortization of intangibles resulting from acquisitions as well as changes in
contingent consideration may result in gains or losses and are difficult to predict.
The following table provides a reconciliation for the fiscal years ended June 30, 2014 and 2013 of adjusted EBITDA to net income,
the most directly comparable GAAP measure in accordance with SEC Regulation G (in thousands):
Net transportation revenue ................................................... $
Year ended June 30,
Change
2014
99,235 $
2013
88,433 $
Amount
Percent
10,802
12.2%
Net income attributable to common stockholders ................ $
Preferred stock dividends ................................................
Net income attributable to Radiant Logistics, Inc. ...............
Income tax expense .........................................................
Depreciation and amortization ........................................
Net interest expense ........................................................
4,027 $
1,091
5,118
3,082
4,532
1,187
3,658
—
3,658
2,371
3,944
2,000
369
1,091
1,460
711
588
(813 )
10.1%
NM
39.9%
30.0%
14.9%
(40.7)%
EBITDA ............................................................................... $
13,919 $
11,973 $
1,946
16.3%
Share-based compensation ..............................................
Change in contingent consideration ................................
Acquisition related costs .................................................
Non-recurring legal costs ................................................
Lease termination costs ...................................................
Loss on write-off of debt discount ..................................
Gain on litigation settlement, net ....................................
666
(2,041)
353
615
—
1,238
—
369
(2,825)
105
305
1,439
—
(368)
297
784
248
310
(1,439 )
1,238
368
80.5%
(27.8%)
236.2%
101.6%
(100.0%)
NM
(100.0%)
Adjusted EBITDA ................................................................ $
As a % of Net Revenues .................................................
14,750 $
14.9%
10,998
3,752
34.1%
12.4%
27
Supplemental Pro forma Information
Basis of Presentation
The results of operations discussion that appears below has been presented utilizing a combination of historical and, where relevant,
pro forma unaudited information to include the effects on our consolidated financial statements of our acquisitions of Marvir, IFS and
On Time. The pro forma results are developed to reflect a consolidation of the historical results of operations of the Company and
adjusted to include the historical results of Marvir, IFS and On Time, as if we had acquired all of them as of July 1, 2012. The pro
forma results are also adjusted to reflect a consolidation of the historical results of operations of Marvir, IFS and On Time, and the
Company as adjusted to reflect the amortization of acquired intangibles.
The pro forma financial data is not necessarily indicative of results of operations that would have occurred had these acquisitions been
consummated at the beginning of the periods presented or which might be attained in the future.
The following table summarizes transportation revenue, cost of transportation and net transportation revenue (in thousands) for
the fiscal years ended June 30, 2014 and 2013 (pro forma and unaudited):
Transportation revenue ......................................................... $
Cost of transportation ...........................................................
2014
355,857 $
255,061
2013
337,360 $
242,324
Net transportation revenue ................................................... $
Net transportation margins ..............................................
100,796 $
28.3%
95,036 $
28.2%
Amount
Percent
18,497
12,737
5,760
5.5%
5.3%
6.1%
Year ended June 30,
Change
Transportation revenue was $355.9 million for the year ended June 30, 2014, an increase of 5.5% from $337.4 million for the year
ended June 30, 2013.
Cost of transportation was $255.1 million for the year ended June 30, 2014, an increase of 5.3% from $242.3 million for the year
ended June 30, 2013.
Net transportation margins increased slightly to 28.3% from 28.2% for the years ended June 30, 2014 and 2013.
28
The following table compares certain condensed consolidated statements of income data as a percentage of our net transportation
revenue (in thousands) for the fiscal years ended June 30, 2014 and 2013 (pro forma and unaudited):
Net transportation revenue ........................................... $ 100,796
100.0% $ 95,036
100.0 %
Year ended June 30,
2014
Amount
Percent
Amount
2013
Percent
Change
Percent
Amount
$
5,760
6.1%
3.5%
13.0%
4.7%
(18.7)%
(100.0)%
(27.8)%
3.3%
35.4%
51.6%
31.6%
26.9%
34.5%
Operating partner commissions ....................................
Personnel costs .............................................................
Selling, general and administrative expenses ...............
Depreciation and amortization .....................................
Transition and lease termination costs .........................
Change in contingent consideration .............................
53,655
22,115
11,123
5,065
—
(2,041)
53.2%
22.0%
11.0%
5.0%
—
(2.0)%
51,854
19,572
10,628
6,231
1,544
(2,825)
54.6 %
20.6 %
11.1 %
6.6 %
1.6 %
(3.0 )%
1,801
2,543
495
(1,166)
(1,544)
784
Total operating expenses ..............................................
89,917
89.2%
87,004
91.5 %
2,913
Income from operations ...............................................
Other expense ...............................................................
10,879
(2,355)
10.8%
(2.3)%
8,032
(1,553)
8.5 %
(1.7 )%
2,847
(802)
Income before income tax expense ..............................
Income tax expense ......................................................
8,524
(3,186)
8.5%
(3.2)%
6,479
(2,510)
6.8 %
(2.6 )%
2,045
(676)
Net income ...................................................................
Less: Net income attributable to non-controlling
5,338
5.3%
3,969
4.2 %
1,369
interest ......................................................................
(64)
(0.1)%
(108)
(0.1 )%
44
(40.7)%
Net income attributable to Radiant Logistics, Inc. .......
Less: Preferred stock dividends ...................................
5,274
(1,091)
5.2%
(1.1)%
3,861
—
4.1 %
—
1,413
(1,091)
Net income attributable to common stockholders ........ $
4,183
4.1% $
3,861
4.1 %
$
322
36.6%
NM
8.3%
Operating partner commissions were $53.7 million for the year ended June 30, 2014, an increase of 3.5% from $51.9 million for the
year ended June 30, 2013. Operating partner commissions as a percentage of net transportation revenue decreased to 53.2% of net
transportation revenue the year ended June 30, 2014, compared to 54.6% for the comparable prior year period.
Personnel costs were $22.1 million for the year ended June 30, 2014, an increase of 13.0% from $19.6 million for the year ended
June 30, 2013. Personnel costs as a percentage of net transportation revenue remained increased to 22.0% compared to 20.6% for the
comparable prior year period.
SG&A costs were $11.1 million for the year ended June 30, 2014, an increase of 4.7% from $10.6 million for the year ended June 30,
2013. As a percentage of net transportation revenue, SG&A costs decreased to 11.0% for the year ended June 30, 2014, from 11.1%
for the comparable prior year period.
Depreciation and amortization costs were $5.1 million for the year ended June 30, 2014, a decrease of 18.7% from $6.2 million for the
year ended June 30, 2013. Depreciation and amortization as a percentage of net transportation revenue decreased to 5.0% for the year
ended June 30, 2014, from 6.6% for the comparable prior year period.
Transition and lease termination costs were $1.5 million for the year ended June 30, 2013. There were no such costs for the year ended
June 30, 2014.
Change in contingent consideration was income of $2.0 million for the year ended June 30, 2014, a decrease of 27.8% from $2.8
million for the year ended June 30, 2013. As a percentage of net transportation revenue, change in contingent consideration decreased
to 2.0% for the year ended June 30, 2014, from 3.0% for the year ended June 30, 2013.
Income from operations was $10.9 million for the year ended June 30, 2014, compared to income from operations of $8.0 million for
the year ended June 30, 2013.
Other expense was $2.4 million for the year ended June 30, 2014, compared to other expense of $1.6 million for the year ended
June 30, 2013.
29
Net income attributable to Radiant was $5.3 million for the year ended June 30, 2014, compared to net income of $3.9 million for the
year ended June 30, 2013.
Preferred Stock dividend was $1.0 million for the year ended June 30, 2014. There were no such dividends for the year ended June 30,
2013.
Net income attributable to common shareholders was $4.2 million for the year ended June 30, 2014, compared to net income
attributable to common shareholders of $3.9 million for the year ended June 30, 2013.
The following table provides a reconciliation for the fiscal years ended June 30, 2014 and 2013 (pro forma and unaudited) of
adjusted EBITDA to net income, the most directly comparable GAAP measure in accordance with SEC Regulation G (in
thousands):
Year ended June 30,
Change
Net transportation revenue ................................................... $
2014
100,796 $
2013
Amount
Percent
95,036
$
5,760
Net income attributable to common stockholders ................ $
Preferred stock dividends ................................................
4,183 $
1,091
$
3,861
—
Net income attributable to Radiant Logistics, Inc. ...............
Income tax expense .........................................................
Depreciation and amortization ........................................
Net interest expense ........................................................
5,274
3,186
5,065
1,272
3,861
2,510
6,231
2,313
322
1,091
1,413
676
(1,166 )
(1,041 )
6.1%
8.3%
NM
36.6%
26.9%
(18.7)%
(45.0)%
EBITDA ............................................................................... $
14,797 $
14,915
$
(118 )
(0.8)%
Share-based compensation ..............................................
Change in contingent consideration ................................
Acquisition related costs .................................................
Non-recurring legal costs ................................................
Lease termination costs ...................................................
Loss on write-off of debt discount ..................................
Gain on litigation settlement, net ....................................
677
(2,041)
353
615
—
1,238
—
414
(2,825)
105
305
1,439
—
(368)
263
784
248
310
(1,439 )
1,238
368
63.5%
(27.8)%
236.2%
101.6%
(100.0)%
NM
(100.0)%
Adjusted EBITDA ................................................................
As a % of Net Revenues .................................................
15,639
13,985
1,654
11.8%
15.5%
14.7%
Liquidity and Capital Resources
Net cash provided by operating activities was $6.9 million for the year ended June 30, 2014, compared to $2.9 million for the year
ended June 30, 2013. The change was principally driven by an increase in our net income adjusted for amortization, contingent
consideration, loss on the write-off of debt discount, lease termination costs, and changes in operating assets and liabilities, primarily
the changes in accounts receivable and accounts payable.
Net cash used for investing activities was $9.0 million for the year ended June 30, 2014, compared to $2.5 million for the year ended
June 30, 2013. Use of cash in 2014 consisted of $8.8 million related to acquisitions and the purchase of $0.2 million of technology
related equipment. Use of cash in 2013 consisted of $0.7 million related to the acquisitions of Marvir and IFS, the purchase of $0.3
million of fixed assets, and $0.4 million paid in earn-outs to the former shareholders of acquired operations, and the $1.1 million
integration payment to the former shareholders of DBA.
Net cash provided by financing activities was $3.9 million for the year ended June 30, 2014, compared to $0.6 million for the year
ended June 30, 2013. The cash provided by financing activities in 2014 consisted of repayments to our credit facility of $1.6 million,
repayments of senior subordinated promissory notes of $10.0 million, repayments of notes payable to former shareholders of $2.8
million, payment of employee tax withholdings related to net share settlements of stock option exercises of $0.9 million, payment of
contingent consideration payments made to former shareholders of acquired operations of $0.3 million, preferred dividend payments
of $0.7 million, and $0.1 million in non-controlling interest distributions, offset by proceeds from the preferred stock offering of $19.3
million and a tax benefit from the exercise of stock options of $1.0 million. Cash from financing activities in 2013 consisted of
proceeds from our credit facility of $1.4 million, repayments of notes payable to former shareholders of $0.8 million, $0.1 million in
non-controlling interest distributions, and proceeds of $0.1 million related to the exercise of stock options.
30
Acquisitions
Below are descriptions of recent material acquisitions in the last three fiscal years 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
$5.0 million or more.
On December 1, 2011, we acquired substantially all of the assets of Laredo, Texas based ISLA International, Ltd. (“ISLA”), a
privately-held company founded in 1996. At the time of the acquisition, ISLA provided bilingual expertise in both north and south
bound cross-border transportation and logistics services to a diversified account base including manufacturers in the automotive,
appliance, electronics and consumer packaged goods industries from its strategically-aligned location in Laredo, Texas and will serve
as our gateway to the Mexico markets. The transaction was structured as an asset purchase and valued at up to approximately $15.0
million, consisting of: (i) cash of $7.657 million paid at closing; (ii) $1.325 million paid through the issuance of 552,333 shares of our
restricted stock on the three-month anniversary of the closing (valued based upon a 30-day volume weighted average price calculated
preceding the delivery of the shares); (iii) up to $3.975 million in aggregate “Tier-1 Earn-Out Payments” covering the four-year earn-
out period immediately following closing, based upon the acquired ISLA business unit generating a “Modified Gross Profit
Contribution” (as defined within the Asset Purchase Agreement) of $6.928 million for each twelve month earn-out period following
closing; and (iv) a “Tier-2 Earn-Out Payment” after the fourth anniversary of the closing, equal to 20% of the amount by which the
aggregate “Modified Gross Profit Contribution” of the acquired ISLA business unit during the four-year earn-out period exceeds
$27.711 million, with such payment not to exceed $2.0 million. The various Tier-1 Earn-Out Payments and the Tier-2 Earn-Out
Payment shall be made in a combination of cash and our common stock, as we may, at our sole discretion, elect to satisfy up to 25%
of each of the earn-out payments through the issuance of our common stock valued based upon a 30-day volume weighted average
price to be calculated preceding the delivery of the shares.
On February 27, 2012, through a wholly-owned subsidiary, RGL, the Company acquired substantially all of the assets of New York
based Brunswicks Logistics, Inc. d/b/a ALBS Logistics Company (“ALBS”), a privately-held company founded in 1997. At the time
of the acquisition, ALBS provided a full range of domestic and international transportation and logistics services across North
America to a diversified account base including manufacturers, distributors and retailers from its strategic international gateway
location at New York-JFK airport. The transaction was structured as an asset purchase and valued at up to approximately $7.275
million, consisting of: (i) cash of $2.655 million paid at closing; (ii) $295,000 paid through the issuance of 142,489 shares of our
restricted stock on the three-month anniversary of the closing (valued based upon a 30-day volume weighted average price calculated
preceding the delivery of the shares); (iii) up to $3.325 million in aggregate “Tier-1 Earn-Out Payments” covering the four-year earn-
out period immediately following closing; and (iv) a “Tier-2 Earn-Out Payment” after the fourth anniversary of the closing, with such
payment not to exceed $1.0 million.
On October 1, 2013, through a wholly-owned subsidiary, Radiant Transportation Services, Inc., the Company acquired the stock of On
Time Express, Inc. (“On Time”), a privately-held Arizona corporation founded in 1982. On Time has an extensive, dedicated line-haul
network that it leverages in delivering customized time critical domestic and international logistics solutions to an account base that
includes customers in the aviation, aerospace, plastic injection molding, medical device, furniture and automotive industries. The base
purchase price is valued at up to approximately $20.0 million, consisting of: $7.0 million paid in cash at closing, $0.5 million paid
through the issuance of the Company’s common stock, $0.5 million payable as a working capital holdback plus a dollar-for-dollar
payment of any working capital in excess of $750,000, $2.0 million in notes payable, and up to $10.0 million in aggregate Tier-1 earn-
out payments following the four-year earn-out period immediately following closing. In addition, the transaction also provides for a
Tier-2 earn-out payment calculated as 50% of the excess over a base target amount of $16,000,000 in cumulative earnings during the
four-year Tier-1 earn-out period. The earn-out payments shall be made in a combination of cash and common stock, as the Company
may elect to satisfy up to 25% of each Tier-1 earn-out payments and 50% of the Tier-2 earn-out payment through the issuance of its
common stock valued based upon a 25-day volume weighted average price to be calculated preceding the delivery of the shares.
Credit Facility
We have a $30.0 million credit facility that includes a $2.0 million sublimit to support letters of credit and matures on August 1, 2018.
The credit 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, repurchase of Company stock or for other corporate purposes.
Borrowings under the credit facility accrue interest, at our option, at the bank’s base prime rate minus 0.50% or LIBOR plus 2.25%.
The rates can be subsequently adjusted based on the Company’s fixed charge coverage ratio at the Lender’s base rate plus 0.0% to
0.50% or LIBOR plus 1.50% to 2.25%. The credit facility provides for advances of up to 85% of eligible domestic accounts receivable
and, subject to certain sub-limits, 75% of eligible accrued but unbilled receivables and eligible foreign accounts receivable.
Under the terms of the credit facility, we are required to maintain a fixed charge coverage ratio of at least 1.1 to 1.0 in the event that
availability is less than $5.0 million or an Event of Default was to occur.
31
The co-borrowers of the credit facility include Radiant Logistics, Inc., RGL (f/k/a Airgroup Corporation), Radiant Transportation
Services (“RTS”, f/k/a Radiant Logistics Global Services, Inc.), Adcom Express, Inc. (d/b/a Adcom Worldwide), Radiant Customs
Services, Inc., DBA (d/b/a Distribution by Air), International Freight Systems (of Oregon), Inc., Radiant Off-Shore Holdings LLC,
Green Acquisition Company, Inc., On Time, and RLP. RLP is owned 40% by RGL and 60% by Radiant Capital Partners, LLC
(“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 credit 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 credit facility, including those advanced to RLP.
As of August 31, 2014, we have gross availability of $30.0 million, net of advances and letter of credit reserves of approximately $4.3
million for approximately $25.7 million in remaining availability under the credit 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 credit 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.
For additional information regarding the credit facility, see Note 6 to our consolidated financial statements contained elsewhere in this
report.
Given our continued focus on the build-out of our network of operating partner locations, we believe that our current working capital
and anticipated cash flow from operations are adequate to fund existing operations for the next 12 months. 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.
Off Balance Sheet Arrangements
As of June 30, 2014, 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 May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts
with Customers, to clarify the principles used to recognize revenue for all entities. The guidance is effective for annual and interim
periods beginning after December 15, 2016, and early adoption is not permitted. We are currently evaluating the impact, if any, that
the adoption of this guidance will have on our consolidated financial statements and related disclosures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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.
32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
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, 2014, 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, 2014, 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 (1992). Based on management’s assessment based on the criteria of the
COSO, we concluded that, as of June 30, 2014, our internal control over financial reporting is effective at the reasonable assurance
level.
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.
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, 2014 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
33
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
Bohn H. Crain ........................................
Stephen P. Harrington ............................
Jack Edwards .........................................
Richard P. Palmieri ................................
Daniel Stegemoller .................................
Todd E. Macomber ................................
Robert L. Hines Jr. .................................
Age
50
57
69
61
60
50
55
Position
Chief Executive Officer and Chairman of the Board of Directors
Director
Director
Director
Senior Vice President & Chief Operating Officer
Senior Vice President & Chief Financial Officer
Senior Vice President, General Counsel & Secretary
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. He also serves on the Board of Trustees for Eastside Preparatory School in Bellevue, Washington. Mr. Crain earned a
Bachelor of Arts in Business Administration with and emphasis 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 is currently self-employed as a
business consultant and strategic advisor. He 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. 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.
Jack Edwards. Mr. Edwards was appointed as a director in December 2011. Mr. Edwards is an independent business executive who
since 2002 has been providing strategic, investment and operational advisory services to a broad range of corporate and private equity
clients and boards. From 2001 through 2002, he was the President and Chief Executive Officer of American Medical Response, Inc., a
provider of private ambulatory services. Prior to this, Mr. Edwards served as the President and Chief Executive Officer at a variety of
logistics and freight-forwarding companies, including Danzas Corporation and ITEL Transportation Group. Previously he held senior
executive positions at Circle International, American President Lines and The Southern Pacific Transportation Company. Mr. Edwards
has served as a director of several publicly-held corporations, including Laidlaw Inc. (NYSE), ITEL Corp. (NYSE) and Sun Gro
Horticulture Canada Ltd. (TSX) where he served as Chairman of the Board. Mr. Edwards currently serves as a director for Adelante
Media Group and Zonar Systems. Mr. Edwards received a Bachelor of Science in Food Science and Technology from the University
of California, Davis, and a Masters of Business Administration in Marketing from the University of Oregon. As a result of these and
other professional experiences, Mr. Edwards possesses particular knowledge and experience in the transportation and logistics
industry, along with business combinations and financial management, that strengthen the Board’s collective qualifications, skills, and
experience.
34
Richard P. Palmieri. Mr. Palmieri was appointed as a director in March 2014. Mr. Palmieri has been the Managing Director of ANR
Partners, LLC, a Philadelphia-based management and financial consulting firm, since 2012. Prior to this, from 2007 to 2012,
Mr. Palmieri served as the President and CEO of Canon Financial Services, Inc., the captive finance subsidiary of Canon USA. From
2003 to 2006, he was the President and CEO of Schneider Financial Services, a financial services subsidiary of a large, privately held
transportation and logistics company. From 1998 to 2003, he served as a Managing Director and co-head of the Transportation and
Logistics investment banking group at Credit Suisse Group. From 1993 to 1998, he served as a Managing Director and co-head of the
Transportation and Logistics investment banking group at Deutsche Securities. Before this, he served in various finance and
management positions at several large companies, including Whirlpool Financial Corporation , PacificCorp Credit, Commercial Credit
Company and GE Capital. Mr. Palmieri received a Bachelor of Science in Accounting from Wagner College. As a result of these and
other professional experiences, Mr. Palmieri possesses particular knowledge and experience in logistics and financial management
that strengthen the Board’s collective qualifications, skills, and experience.
Executive Officers
Dan Stegemoller. Mr. Stegemoller has served as our Senior Vice President and Chief Operating Officer of our subsidiary, Radiant
Global Logistics, Inc. since August 2007, and previously held the position of Vice President, beginning November 2004, prior to the
Company’s acquisition of Airgroup. He has over 35 years of experience in the transportation industry. Prior to joining Airgroup, from
1973 through 1983, he served in numerous supervisory and management positions at FedEx. From 1983 through 2004,
Mr. Stegemoller served in a variety of roles including Vice President of Customer Service managing a call center for Purolator/Emery
Air/CF Airfreight, Director of Customer Service for First Data/American Express, Regional Director for Towne Air Freight, Senior
Vice President of National Account Sales for Forward Air, a high-service level contractor to the air cargo industry.
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 2010, and as our Vice President and Corporate Controller since
December 2007. Prior to joining us, 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. Mr. Macomber earned a Bachelor of Arts, emphasis in Accounting from Seattle University.
Robert L. Hines, Jr. Mr. Hines became our Senior Vice President, General Counsel and Secretary in May 2013. Prior to joining us,
Mr. Hines, from 2004 to 2013, served as Managing/Principal Attorney for T-Mobile USA, Inc., the nation’s fourth largest
telecommunications carrier, where he supported machine-to-machine (IoT) sales, federal government sales, and multinational sales
initiatives. Prior to that, he served in a variety of legal roles, including serving as the General Counsel and Secretary of Multiple Zones
International (NASDAQ). He earned a Bachelor of Arts degree from the University of North Carolina at Chapel Hill and a Juris
Doctor and Masters of Business Administration from Vanderbilt University.
The information in the Proxy Statement set forth under the captions “Corporate Governance” and “Section 16(a) Beneficial
Ownership Reporting Compliance” is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information in the Proxy Statement set forth under the captions “Executive Compensation” is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information in the Proxy Statement set forth under the captions “Principal Stockholders” and “Executive Compensation —
Securities authorized for Issuance under Equity Compensation Plans” is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information in the Proxy Statement set forth under the captions “Corporate Governance” is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information in the Proxy Statement set forth under the captions “Principal Accounting Fees and Services” is incorporated herein
by reference.
35
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number
2.1
Description
Filed
Herewith
Agreement and Plan of Merger by and
among Radiant Logistics, Inc., and DBA
Acquisition Corp.
the Principal
Shareholders of DBA Distribution Services,
Inc., and EBCP I, LLC, as Shareholders’
Agent
and
2.2
Asset Purchase Agreement by and among
Radiant Global Logistics, Inc., and ISLA
International, Ltd.
Stock Purchase Agreement by and between
Radiant
Radiant
Transportation Services, Inc. and On Time
Express, Inc.
Logistics,
Inc.,
3.1
3.2
3.3
3.4
3.5
4.1
10.1
10.2
10.3
10.4
10.5
10.6
Certificate of Incorporation
Amendment to Registrant’s Certificate of
Incorporation (Certificate of Ownership and
Merger Merging Radiant Logistics, Inc. into
Golf Two, Inc. dated October 18, 2005)
Amended and Restated Bylaws
Certificate of Merger dated April 6, 2011
between DBA Distribution Services, Inc. and
DBA Acquisition Corp.
Certificate of Amendment of Certificate of
Incorporation
Investor Rights Agreement dated December
1, 2011 by and between Radiant Logistics,
Inc. and Caltius Partners IV, LP
Executive Employment Agreement dated
January 13, 2006 by and between Radiant
Logistics, Inc. and Bohn H. Crain
Option Agreement dated October 20, 2005
by and between Radiant Logistics, Inc. and
Bohn H. Crain
Letter Agreement dated June 10, 2011;
Amendment to the Employment Agreement
between Radiant Logistics, Inc. and Bohn H.
Crain
Employment Agreement dated effective
November 15, 2011, by and between Radiant
Global Logistics, Inc. and Jonathan Fuller
Employment Agreement dated May 14, 2012
by and between Radiant Logistics, Inc. and
Dan Stegemoller
Employment Agreement dated May 14, 2012
by and between Radiant Logistics, Inc. and
Todd Macomber
Incorporated by Reference
Period
Ending
Exhibit
Filing
Date
2.1
3/31/11
Form
8-K
8-K
8-K
SB-2
8-K
8-K
8-K
2.1
11/15/11
2.1
10/4/13
3.1
3.1
9/20/02
10/18/05
3.2
2.3
7/19/11
4/12/11
10-Q
12/31/12
3.1
2/12/13
8-K
8-K
8-K
8-K
8-K
8-K
8-K
36
4.1
12/7/11
10.7
1/18/06
10.8
1/18/06
10.1
6/10/12
10.1
12/7/11
10.1
5/14/12
10.2
5/14/12
Description
Filed
Herewith
Exhibit
Number
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
Employment Agreement dated April 26,
2013 by and between Radiant Logistics, Inc.
and Robert L. Hines Jr.
Employment Agreement dated October 1,
2013 by and between On Time Express, Inc.
and Bart Wilson.
Employment Agreement dated October 1,
2013 by and between On Time Express, Inc.
and Eric Kunz.
Operating Agreement of Radiant Logistics
Partners, LLC dated June 28, 2006
Discretionary Management
Compensation Plan effective July 1, 2012
Incentive
Loan and Security Agreement dated August
9, 2013 by and among Radiant Logistics,
Inc., Radiant Global Logistics, Inc., Radiant
Transportation Services,
Inc., Radiant
Logistics Partners, LLC, Adcom Express,
Inc., Radiant Customs Services, Inc., DBA
Distribution Services,
International
Freight Systems (of Oregon), Inc., Radiant
Off-Shore Holdings LLC, Green Acquisition
Company, Inc. and Bank of America, N.A.
Inc.,
First Amendment to Loan and Security
Agreement dated December 9, 2013 by and
among Radiant Logistics, Inc., Radiant
Global Logistics, Inc., Radiant Logistics
Partners, LLC, Radiant Transportation
Services, Inc., Adcom Express, Inc., DBA
Distribution Services,
International
Freight Systems Inc., Radiant Off-Shore
Holdings LLC, Green Acquisition Company,
Inc. Radiant Customs Services, Inc., On
Time Express, Inc. and Bank of America,
N.A.
Inc.,
Sublease Agreement
Space
Exploration Technologies Corp., and Radiant
Logistics, Inc. dated December 20, 2012
between
Lease Agreement between Jonda Hawthorne,
LLC and DBA Distribution Services, Inc.
dated February 25, 2008, as amended
Lease Agreement between Jonda Hawthorne,
LLC and DBA Distribution Services, Inc.
dated March 15, 2004, as amended
Form of Incentive Stock Option Award
Agreement under the Radiant Logistics, Inc.
2012 Stock Option and Performance Award
Plan
Incorporated by Reference
Period
Ending
Exhibit
Filing
Date
10.1
4/30/13
Form
8-K
8-K
8-K
8-K
8-K
8-K
10.1
10/4/13
10.2
10/4/13
10.4
5/14/12
10.5
5/14/12
10.1
8/14/13
8-K
10.1
12/10/13
10-Q
12/31/12
10.1
2/12/13
10-Q
12/31/12
10.2
2/12/13
10-Q
12/31/12
10.3
2/12/13
10-Q
12/31/12
10.5
2/12/13
37
Exhibit
Number
10.18
10.19
10.20
10.21
Description
Form of Non-qualified Stock Option Award
Agreement under the Radiant Logistics, Inc.
2012 Stock Option and Performance Award
Plan
Form of Restricted Stock Award Agreement
under the Radiant Logistics, Inc. 2012 Stock
Option and Performance Award Plan
Form of SAR Award Agreement under the
Radiant Logistics, Inc. 2012 Stock Option
and Performance Award Plan
Form of Restricted Stock Unit Award
Agreement under the Radiant Logistics, Inc.
2012 Stock Option and Performance Award
Plan
Filed
Herewith
Form
Incorporated by Reference
Period
Ending
Exhibit
Filing
Date
10-Q
12/31/12
10.6
2/12/13
10-Q
12/31/12
10.7
2/12/13
10-Q
12/31/12
10.8
2/12/13
10-Q
12/31/12
10.9
2/12/13
10.22
Radiant Logistics, Inc. 2012 Stock Option
and Performance Award Plan
DEF 14A
Annex A
10/9/12
14.1
Code of Business Conduct and Ethics
10-KSB
14.1
3/17/06
21.1
Subsidiaries of the Registrant
23.1
Consent of Peterson Sullivan LLP
31.1
31.2
32.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Certification of Chief Executive Officer and
Chief Financial officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation
101.DEF XBRL Taxonomy Extension Definition
101.LAB XBRL Taxonomy Extension Label
101.PRE XBRL Taxonomy Extension Presentation
X
X
X
X
X
X
X
X
X
X
X
38
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.
SIGNATURES
Date: September 24, 2014
RADIANT LOGISTICS, INC.
By: /s/ Bohn H. Crain
Bohn H. Crain
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Stephen P. Harrington
Stephen P. Harrington
/s/ Jack Edwards
Jack Edwards
/s/ Richard P. Palmieri
Richard P. Palmieri
/s/ Bohn H. Crain
Bohn H. Crain
/s/ Todd E. Macomber
Todd E. Macomber
Title
Director
Director
Director
Chairman and
Chief Executive Officer
(Principal Executive Officer)
Senior Vice President and Chief
Financial Officer
(Principal Accounting Officer)
Date
September 24, 2014
September 24, 2014
September 24, 2014
September 24, 2014
September 24, 2014
39
FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
RADIANT LOGISTICS, INC.
Report of Independent Registered Public Accounting Firm ...................................................................................................
Consolidated Balance Sheets as of June 30, 2014 and 2013 ...................................................................................................
Consolidated Statements of Income (Operations) for the years ended June 30, 2014 and 2013 .............................................
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2014 and 2013 ............................................
F-2
F-3
F-4
F-5
Consolidated Statements of Cash Flows for the years ended June 30, 2014 and 2013 ........................................................... F-6 – F-7
Notes to Consolidated Financial Statements ........................................................................................................................... F-8 – F-24
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, 2014 and
2013, and the related consolidated statements of income (operations), stockholders’ equity, 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, 2014 and 2013, 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
September 24, 2014
F-2
RADIANT LOGISTICS, INC.
Consolidated Balance Sheets
June 30,
2014
2013
ASSETS
Current assets:
Cash and cash equivalents .............................................................................................................................................. $
Accounts receivable, net of allowance of $1,034,934 and $1,445,646, respectively ....................................................
Current portion of employee and other receivables .......................................................................................................
Prepaid expenses and other current assets ......................................................................................................................
Deferred tax asset ...........................................................................................................................................................
Total current assets ..................................................................................................................................................
2,880,205 $
67,856,337
232,791
2,926,431
925,208
74,820,972
1,024,192
52,131,462
328,123
2,477,904
908,564
56,870,245
Furniture and equipment, net .................................................................................................................................................
1,265,107
1,289,818
Acquired intangibles, net .......................................................................................................................................................
Goodwill ................................................................................................................................................................................
Employee and other receivables, net of current portion .......................................................................................................
Deposits and other assets .......................................................................................................................................................
Total long-term assets ..............................................................................................................................................
Total assets ............................................................................................................................................................... $
15,041,988
28,247,003
22,070
617,093
43,928,154
120,014,233 $
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued transportation costs ....................................................................................................... $
Commissions payable .....................................................................................................................................................
Other accrued costs .........................................................................................................................................................
Income taxes payable ......................................................................................................................................................
Current portion of notes payable ....................................................................................................................................
Current portion of contingent consideration ..................................................................................................................
Current portion of lease termination liability .................................................................................................................
Total current liabilities .............................................................................................................................................
Notes payable and other long-term debt, net of current portion and debt discount..............................................................
Contingent consideration, net of current portion ..................................................................................................................
Lease termination liability, net of current portion ................................................................................................................
Deferred rent liability ............................................................................................................................................................
Deferred tax liability ..............................................................................................................................................................
Other long-term liabilities .....................................................................................................................................................
Total long-term liabilities ........................................................................................................................................
Total liabilities .........................................................................................................................................................
48,299,922 $
5,569,671
2,517,415
436,328
—
1,541,000
319,826
58,684,162
7,243,371
9,626,000
198,502
560,248
2,774,506
2,610
20,405,237
79,089,399
9,231,163
15,952,544
72,433
336,613
25,592,753
83,752,816
35,767,785
6,086,324
2,176,567
361,571
767,091
305,000
305,496
45,769,834
17,213,424
3,720,000
505,353
583,401
73,433
2,610
22,098,221
67,868,055
Stockholders’ equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 839,200 and 0 shares issued and outstanding,
respectively, liquidation preference of $20,980,000 ................................................................................................
839
—
Common stock, $0.001 par value, 100,000,000 shares authorized; 34,326,308 and 33,348,166 shares issued and
outstanding, respectively............................................................................................................................................
Additional paid-in capital ...............................................................................................................................................
Deferred compensation ...................................................................................................................................................
Retained earnings ............................................................................................................................................................
Total Radiant Logistics, Inc. stockholders’ equity ..................................................................................................
Non-controlling interest ..................................................................................................................................................
Total stockholders’ equity .......................................................................................................................................
Total liabilities and stockholders’ equity ................................................................................................................ $
15,781
34,558,785
(9,209 )
6,317,473
40,883,669
41,165
40,924,834
120,014,233 $
14,803
13,873,157
(14,252)
1,943,530
15,817,238
67,523
15,884,761
83,752,816
The accompanying notes form an integral part of these consolidated financial statements.
F-3
RADIANT LOGISTICS, INC.
Consolidated Statements of Income (Operations)
(cid:2)(cid:2)
Year Ended June 30,
Revenues ...................................................................................................................................... $
Cost of transportation ...................................................................................................................
Net revenues ......................................................................................................................
349,133,058 $
249,897,847
99,235,211
2014
Operating partner commissions ....................................................................................................
Personnel costs .............................................................................................................................
Selling, general and administrative expenses ...............................................................................
Depreciation and amortization .....................................................................................................
Transition and lease termination costs .........................................................................................
Change in contingent consideration .............................................................................................
Total operating expenses ...................................................................................................
53,654,531
21,836,922
10,728,131
4,532,135
—
(2,040,567)
88,711,152
2013
310,835,104
222,402,301
88,432,803
52,465,832
17,441,054
8,440,603
3,943,795
1,544,454
(2,825,000)
81,010,738
Income from operations ...............................................................................................................
10,524,059
7,422,065
Other income (expense):
Interest income .......................................................................................................................
Interest expense ......................................................................................................................
Loss on write-off of debt discount ..........................................................................................
Gain on litigation settlement, net ............................................................................................
Other .......................................................................................................................................
Total other expense ...........................................................................................................
8,091
(1,194,303)
(1,238,409)
—
164,382
(2,260,239)
15,688
(2,015,944)
—
368,162
346,617
(1,285,477)
Income before income tax expense ..............................................................................................
8,263,820
6,136,588
Income tax expense ......................................................................................................................
(3,081,865)
(2,371,158)
Net income ...................................................................................................................................
Less: Net income attributable to non-controlling interest ............................................................
5,181,955
(63,642)
Net income attributable to Radiant Logistics, Inc. .......................................................................
Less: Preferred stock dividends ...................................................................................................
5,118,313
(1,091,275)
3,765,430
(107,972)
3,657,458
—
Net income attributable to common stockholders ........................................................................ $
4,027,038 $
3,657,458
Net income per common share:
Basic ....................................................................................................................................... $
Diluted .................................................................................................................................... $
0.12 $
0.11 $
0.11
0.10
Weighted average shares outstanding:
Basic shares ............................................................................................................................
Diluted shares .........................................................................................................................
33,716,367
35,458,401
33,120,767
34,910,911
The accompanying notes form an integral part of these consolidated financial statements.
F-4
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B
Year Ended June 30,
2014
2013
5,181,955 $
3,765,430
RADIANT LOGISTICS, INC.
Consolidated Statements of Cash Flows
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income .............................................................................................................................................. $
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:
share-based compensation expense ...................................................................................................
amortization of intangibles ...............................................................................................................
depreciation and leasehold amortization ...........................................................................................
deferred income tax benefit ..............................................................................................................
amortization of loan fees and original issue discount .......................................................................
loss on write-off of debt discount .....................................................................................................
change in contingent consideration ...................................................................................................
gain on litigation settlement ..............................................................................................................
lease termination costs ......................................................................................................................
loss on disposal of fixed assets .........................................................................................................
change in (recovery of) provision for doubtful accounts ..................................................................
CHANGE IN OPERATING ASSETS AND LIABILITIES:
accounts receivable .....................................................................................................................
employee and other receivables ..................................................................................................
income tax deposit and income taxes payable ............................................................................
prepaid expenses, deposits and other assets ................................................................................
accounts payable and accrued transportation costs .....................................................................
commissions payable ..................................................................................................................
other accrued costs ......................................................................................................................
other liabilities ............................................................................................................................
deferred rent liability ..................................................................................................................
lease termination liability ............................................................................................................
Net cash provided by operating activities .............................................................................
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of On Time Express, Inc., net of acquired cash ...................................................................
Other acquisitions, net of acquired cash .................................................................................................
Purchase of furniture and equipment ......................................................................................................
Payments to former shareholders of acquired operations ........................................................................
Net cash used for investing activities ....................................................................................
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from (repayments to) credit facility, net of credit fees .............................................................
Proceeds from preferred stock, net of offering costs ...............................................................................
Repayment of notes payable ...................................................................................................................
Payments of contingent consideration ....................................................................................................
Payment of preferred stock dividends .....................................................................................................
Distributions to non-controlling interest .................................................................................................
Proceeds from exercise of stock options .................................................................................................
Payment of employee tax withholdings related to cashless stock option exercises .................................
Tax benefit from exercise of stock options .............................................................................................
Net cash provided by financing activities .............................................................................
666,098
4,013,175
518,960
(439,971)
203,003
1,238,409
(2,040,567)
—
—
—
(410,712)
(12,170,038)
170,695
125,689
(320,186)
10,936,833
(516,653)
93,535
(857)
(23,153)
(292,521)
6,933,694
(6,952,056)
(500,000)
(237,733)
(1,311,775)
(9,001,564)
(1,633,612)
19,320,659
(12,767,091)
(259,596)
(744,370)
(90,000)
—
(884,815)
982,708
3,923,883
NET INCREASE IN CASH AND CASH EQUIVALENTS ........................................................................
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .............................................................
1,856,013
1,024,192
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................................................................... (cid:2) $
(cid:2)(cid:2)
(cid:2) (cid:2) (cid:2)(cid:2)
Income taxes paid ................................................................................................................................... (cid:2) $
Interest paid ............................................................................................................................................ (cid:2) $
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
2,880,205 (cid:2) $
(cid:2)(cid:2)
(cid:2) (cid:2) (cid:2) (cid:2)(cid:2)
2,493,092 $
1,260,219 $
F-6
369,351
3,314,616
629,179
(300,269)
280,790
—
(2,825,000)
(698,623)
1,439,018
13,061
133,976
(484,383)
(37,017)
372,819
183,253
(4,044,136)
1,390,029
134,971
(62,843)
(1,237)
(674,349)
2,898,636
—
(625,128)
(323,430)
(1,583,489)
(2,532,047)
1,442,030
—
(767,092)
—
—
(138,000)
4,800
—
48,977
590,715
957,304
66,888
1,024,192
(cid:2)
2,332,258
1,735,500
RADIANT LOGISTICS, INC.
Consolidated Statements of Cash Flows (continued)
(continued)
Supplemental disclosure of non-cash investing and financing activities:
In November 2012, the Company transferred accounts receivable of $400,260 to the shareholders of Marvir Logistics, Inc. as part of
the purchase price consideration.
In December 2012, an arbitrator awarded damages, net of interest, of $698,623 from the former shareholders of DBA. The award has
been off-set against amounts due to former shareholders of acquired operations.
In March 2013, the Company issued 252,362 shares of common stock at a fair value of $1.71 per share in satisfaction of the $432,112
Adcom earn-out payment for the year ended June 30, 2012, resulting in a decrease to the amount due to former shareholders of
acquired operations, an increase in common stock of $252 and an increase in additional paid-in capital of $431,860.
In October 2013, the Company issued 237,320 shares of common stock at a fair value of $2.11 per share in satisfaction of $500,000 of
the On Time Express, Inc. purchase price, resulting in a decrease to the amount due to former shareholders of acquired operations, an
increase to common stock of $237 and an increase to additional paid-in capital of $499,763.
In March 2014, the Company issued 26,188 shares of common stock at a fair value of $2.21 per share in satisfaction of $57,838 of the
ISLA International, Ltd. earn-out payment for the year ended June 30, 2013, resulting in a decrease to the amount due to former
shareholders of acquired operations, an increase to common stock of $26 and an increase to additional paid-in capital of $57,812.
In March 2014, the Company issued 17,083 shares of common stock at a fair value of $2.93 per share in satisfaction of $50,000 of the
Phoenix Cartage and Air Freight, LLC purchase price, resulting in a decrease to the amount due to former shareholders of acquired
operations, an increase to common stock of $17 and an increase to additional paid-in capital of $49,983.
The accompanying notes form an integral part of these consolidated financial statements.
F-7
RADIANT LOGISTICS, INC.
Notes to the Consolidated Financial Statements
NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION
The Company
Radiant Logistics, Inc. (the “Company”) is a non-asset based transportation and logistics services company providing domestic and
international freight forwarding services and truck brokerage services through a network of Company-owned and strategic operating
partner locations operating under the Radiant, Airgroup, Adcom, DBA and On Time network brands located throughout North
America and an integrated service partner network serving other markets around the globe. The Company also offers an expanding
array of value-added supply chain management services, including customs brokerage, order fulfillment, inventory management and
warehousing.
Through the Company’s operating locations across North America, the Company offers domestic and international air, ocean and
ground freight forwarding to a large and diversified account base consisting of manufacturers, distributors and retailers. The
Company’s primary business operations involve arranging the shipment, on behalf of their customers, of materials, products,
equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as
FedEx, DHL and UPS. The Company provides a wide range of value-added logistics solutions to meet customers’ specific
requirements for transportation and related services, including arranging and monitoring all aspects of material flow activity utilizing
advanced information technology systems.
The Company’s value-added logistics solutions are provided through their multi-brand network of Company-owned and strategic
operating partner locations, using a network of independent air, ground and ocean carriers and international operating partners
strategically positioned around the world. The Company creates value for their customers and operating partners through, among other
things, customized logistics solutions, global reach, brand awareness, purchasing power, and infrastructure benefits, such as
centralized back-office operations, and advanced transportation and accounting systems.
The Company’s growth strategy will continue to focus on a combination of both organic and acquisitions initiatives. For organic
growth, the Company will focus on strengthening and retaining existing, and expanding new customer and operating partner
relationships. In addition to its focus on organic growth, the Company will continue to search for acquisition candidates that bring
critical mass from a geographic standpoint, purchasing power and/or complementary service offerings to the current platform. As the
Company continues to grow and scale the business, the Company remains focused on leveraging its back-office infrastructure to drive
productivity improvement across the organization. In addition, the Company is also developing density within certain trade lanes
which creates opportunities to more efficiently source and manage transportation capacity for existing freight volumes.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as well as a single
variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 40% owned by Radiant Global Logistics, Inc (“RGL”), and
60% owned by Radiant Capital Partners, LLC (“RCP”, see Note 8), an affiliate of Bohn H. Crain, the Company’s Chief Executive
Officer, whose accounts are included in the consolidated financial statements. All significant intercompany balances and transactions
have been eliminated.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Use of Estimates
The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the
United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Such estimates include revenue recognition, accruals for the cost of purchased
transportation, the fair value of acquired assets and liabilities, changes in contingent consideration, accounting for the issuance of
shares and share-based compensation, the assessment of the recoverability of long-lived assets and goodwill, and the establishment of
an allowance for doubtful accounts. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in
the period that they are determined to be necessary. Actual results could differ from those estimates.
F-8
b)
Fair Value Measurements
In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or
liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are
unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or
liability.
c)
Fair Value of Financial Instruments
The carrying values of the Company’s receivables, accounts payable and accrued transportation costs, commissions payable, other
accrued costs, and income taxes payable approximate the fair values due to the relatively short maturities of these instruments. The
carrying value of the Company’s credit facility and other long-term liabilities would not differ significantly from fair value (based on
Level 2 inputs) the recorded amount if recalculated based on current interest rates. Contingent consideration attributable to the
Company’s acquisitions are reported at fair value using Level 3 inputs.
d) Cash and Cash Equivalents
For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three
months or less that are not securing any corporate obligations. Checks issued by the Company that have not yet been presented to the
bank for payment are reported as accounts payable and commissions payable in the accompanying consolidated balance sheets.
Accounts payable and commissions payable includes outstanding payments which had not yet been presented to the bank for payment
in the amounts of $3,837,619 and $4,775,189 as of June 30, 2014 and 2013, respectively.
e) Concentrations
The Company maintains its cash in bank deposit accounts that, at times, may exceed federally-insured limits. The Company has not
experienced any losses in such accounts.
f)
Accounts Receivable
The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The
carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable
value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records a
reserve for bad debts against amounts due to reduce the net recognized receivable to an amount the Company believes will be
reasonably collected. The reserve is a discretionary amount determined from the analysis of the aging of the accounts receivables,
historical experience and knowledge of specific customers.
The Company derives a substantial portion of its revenue through independently-owned operating partner locations operating under
the various Company brands. Each individual operating partner is responsible for some or all of the bad debt expense related to the
underlying customers being serviced by the office. To facilitate this arrangement, each operating partner is required to maintain a
security deposit with the Company that is recognized as a liability in the Company’s financial statements. The Company charges each
individual operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days. The bad debt reserve
account is continually replenished with a portion (typically 5% – 10%) of the operating partner’s weekly commission check being
directed to fund this account. However, the bad debt reserve account may carry a deficit balance when amounts charged to this reserve
exceed amounts otherwise available in the bad debt reserve account. In these circumstances, deficit bad debt reserve accounts are
recognized as a receivable in the Company’s financial statements. Further, the operating agreements provide that the Company may
withhold all or a portion of future commission checks payable to the individual operating partner in satisfaction of any deficit balance.
Currently, a number of the Company’s operating partners have a deficit balance in their bad debt reserve account. The Company
expects to replenish these funds through the future business operations of these operating partners. However, to the extent any of these
operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk
of loss for any such amount.
F-9
g)
Furniture and Equipment
Technology (computer software, hardware, and communications), furniture, and equipment are stated at cost, less accumulated
depreciation over the estimated useful lives of the respective assets. Depreciation is computed using five to seven year lives for
vehicles, communication, office, furniture, and computer equipment using the straight line method of depreciation. Computer software
is depreciated over a three year life using the straight line method of depreciation. For leasehold improvements, the cost is depreciated
over the shorter of the lease term or useful life on a straight line basis. Upon retirement or other disposition of these assets, the cost
and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in other income
or expense. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals
and improvements are capitalized.
h) Goodwill
Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a
business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless
events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to
determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing
qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company
would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each
reporting unit, and compare the fair value to the reporting unit’s carrying amount. The Company has 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 the Company 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. As of June 30, 2014,
management believes there are no indications of impairment.
The table below reflects changes in goodwill for the years ending June 30:
June 30,
2014
2013
Goodwill, beginning of year .............................................................. $ 15,952,544 $ 14,951,217
—
—
1,001,327
OTE acquisition ...........................................................................
PCA acquisition ...........................................................................
2013 acquisitions .........................................................................
10,892,459
1,402,000
—
Goodwill, end of year ........................................................................ $ 28,247,003 $ 15,952,544
i)
Long-Lived Assets
Acquired intangibles consist of customer related intangibles and non-compete agreements arising from the Company’s 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.
The Company reviews 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, the
Company estimates 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.
Management has performed a review of all long-lived assets and has determined no impairment of the respective carrying value has
occurred as of June 30, 2014.
F-10
j)
Business Combinations
The Company accounts for business combinations using the purchase method of accounting and allocates the purchase price to the
tangible and intangible assets acquired and the liabilities assumed based upon their estimated fair values at the acquisition date. The
difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill. While the Company uses its
best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are
inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the
acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to
goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed,
whichever comes first, any subsequent adjustments are recorded in the consolidated statements of income.
The fair values of intangible assets acquired are estimated using a discounted cash flow approach with Level 3 inputs. Under this
method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings)
attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company uses risk-adjusted cash
flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the
level and timing of cash flows appropriately reflects market participant assumptions.
The Company determines the acquisition date fair value of the contingent consideration payable based on the likelihood of paying the
contingent consideration as part of the consideration transferred. The fair value is estimated using projected future operating results
and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and
financial results by our acquired companies using Level 3 inputs and the amounts are then discounted to present value. These
liabilities are measured quarterly at fair value, and any change in the contingent liability is included in the consolidated statements of
income.
k) Commitments
The Company has operating lease commitments for equipment rentals, office space, and warehouse space under non-cancelable
operating leases expiring at various dates through May 2021. Rent expense is recognized straight line over the term of the lease.
Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable
operating leases for the next five fiscal years ending June 30 and thereafter are as follows:
2015 .............................................................................................................. $
2016 ..............................................................................................................
2017 ..............................................................................................................
2018 ..............................................................................................................
2019 ..............................................................................................................
Thereafter......................................................................................................
1,791,342
1,194,766
818,849
732,236
553,897
661,152
Total minimum lease payments ............................................................... $
5,752,242
Rent expense amounted to $1,868,797 and $1,895,590 for the years ended June 30, 2014 and 2013.
l)
Lease Termination Costs
Lease termination costs consist of expenses related to future rent payments for which we no longer intend to receive any economic
benefit. A liability is recorded when we cease to use leased space. Lease termination costs are calculated as the present value of lease
payments, net of expected sublease income, and the loss on disposition of assets. During the year ended June 30, 2013, the Company
recorded a lease termination liability of $1,334,490 related to the lease termination. During the years ended June 30, 2014 and 2013,
the Company paid $292,521 and $674,349 of the liability, respectively.
m)
401(k) Savings Plan
The Company has an employee savings plan under which the Company provides safe harbor matching contributions. During the years
ended June 30, 2014 and 2013, the Company’s contributions under the plans were $343,209 and $266,788, respectively.
F-11
n)
Income Taxes
Deferred income taxes are reported using the asset and liability method. Deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be
taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense,
respectively.
o) Revenue Recognition and Purchased Transportation Costs
The Company is the primary obligor responsible for providing the service desired by the customer and is responsible for fulfillment,
including the acceptability of the service(s) ordered or purchased by the customer. At the Company’s sole discretion, it sets the prices
charged to its customers, and is not required to obtain approval or consent from any other party in establishing its prices. The
Company has multiple suppliers for the services it sells to its customers, and has the absolute and complete discretion and right to
select the supplier that will provide the product(s) or service(s) ordered by a customer, including changing the supplier on a shipment-
by-shipment basis. In most cases, the Company determines the nature, type, characteristics, and specifications of the service(s) ordered
by the customer. The Company also assumes credit risk for the amount billed to the customer.
As a non-asset based carrier, the Company does not own transportation assets. The Company generates the major portion of its freight
forwarding revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to its
customers. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a House Airway
Bill or a House Ocean Bill of Lading are recognized at the time the freight is tendered to the direct carrier at origin net of duties and
taxes. 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 the Company 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 does not recognize revenue until a proof of delivery is received or which recognizes revenue as progress on the transit is
made. The Company’s method of revenue and cost recognition does not result in a material difference from amounts that would be
reported under such other methods.
All other revenue, including revenue from other value-added services including brokerage services, warehousing and fulfillment
services, is recognized upon completion of the service.
p)
Share-Based Compensation
The Company has issued restricted stock awards and stock options to certain directors, officers and employees. The Company
accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the
grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based
awards at the grant date requires judgment, including estimating the percentage of awards that will be forfeited, stock volatility, the
expected life of the award, and other inputs. If actual forfeitures differ significantly from the estimates, share-based compensation
expense and the Company’s results of operations could be materially impacted. The Company issues new shares of common stock to
satisfy exercises and vesting of awards granted under our stock plan.
The Company recorded share-based compensation expense of $666,098 and $369,351 for the years ended June 30, 2014 and 2013,
respectively.
q) Basic and Diluted Income Per Share
Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of
common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is
increased to include the number of additional common shares that would have been outstanding if the potential common shares, such
as stock awards and stock options, had been issued and if the additional common shares were dilutive.
F-12
For the year ended June 30, 2014, the weighted average outstanding number of potentially dilutive common shares totaled 35,458,401
shares of common stock, including unvested restricted stock awards and options to purchase 5,125,044 shares of common stock as of
June 30, 2014, of which 1,465,317 were excluded as their effect would have been antidilutive. For the year ended year ended June 30,
2013, the weighted average outstanding number of potentially dilutive common shares totaled 34,910,911 shares of common stock,
including unvested restricted stock awards and options to purchase 5,255,781 shares of common stock as of June 30, 2013, of which
1,437,027 were excluded as their effect would have been antidilutive.
The following table reconciles the numerator and denominator of the basic and diluted per share computations for earnings per share
as follows:
Weighted average basic shares outstanding ......................................
Dilutive effect of share-based awards ...............................................
33,716,367 33,120,767
1,790,144
1,742,034
Weighted average dilutive shares outstanding ..................................
35,458,401 34,910,911
Year ended June 30,
2014
2013
r) Comprehensive Income
The Company has no components of Other Comprehensive Income and, accordingly, no Statement of Comprehensive Income has
been included in the accompanying consolidated financial statements.
s)
Reclassifications
Certain amounts for prior periods have been reclassified in the consolidated financial statements to conform to the classification used
in fiscal year 2014.
t)
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with
Customers, to clarify the principles used to recognize revenue for all entities. The guidance is effective for annual and interim periods
beginning after December 15, 2016, and early adoption is not permitted. The Company is currently evaluating the impact, if any, that
the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.
NOTE 3 – BUSINESS ACQUISITIONS
Fiscal Year 2013 Acquisitions
During fiscal year 2013, the Company made two business acquisitions. Effective November 1, 2012, we acquired the assets and
operations of our Los Angeles, California operating partner Marvir Logistics, Inc. (“Marvir”). Effective December 31, 2012, we
acquired the stock of our Portland, Oregon operating partner International Freight Systems of Oregon, Inc. (“IFS”). The results of
operations for the businesses acquired are included in our financial statements as of the date of purchase. The contingent consideration
arrangements may require the Company to pay a total of an additional $1,500,000 in cash if each of the fiscal year 2013 acquisitions
meets the specified operating objectives and financial results in their respective purchase agreements. In December 2012, the
Company combined our two Company-owned locations in Los Angeles. The Company recorded non-recurring transition and lease
termination costs of $1,544,454 for the year ended June 30, 2013. The costs consist of future rent expenses emanating from the
relocation of the former DBA facility in Los Angeles to a new location of $1,334,490, certain personnel costs that are being eliminated
in connection with the combination of the historical DBA and Marvir locations in Los Angeles of $105,436, and a loss on disposal of
furniture and equipment of $104,528. The lease termination costs and the related liabilities are recorded separately in the
accompanying consolidated financial statements.
F-13
Acquisition of On Time Express, Inc.
On October 1, 2013, through a wholly-owned subsidiary, Radiant Transportation Services, Inc., the Company acquired the stock of On
Time Express, Inc. (“On Time”), a privately-held Arizona corporation founded in 1982. On Time has an extensive, dedicated line-haul
network that it leverages in delivering customized time critical domestic and international logistics solutions to an account base that
includes customers in the aviation, aerospace, plastic injection molding, medical device, furniture and automotive industries. The base
purchase price is valued at up to approximately $20.0 million, consisting of: $7.0 million paid in cash at closing, $0.5 million paid
through the issuance of the Company’s common stock, $0.5 million payable as a working capital holdback plus a dollar-for-dollar
payment of any working capital in excess of $750,000, $2.0 million in notes payable, and up to $10.0 million in aggregate Tier-1 earn-
out payments following the four-year earn-out period immediately following closing. In addition, the transaction also provides for a
Tier-2 earn-out payment calculated as 50% of the excess over a base target amount of $16,000,000 in cumulative earnings during the
four-year Tier-1 earn-out period. The earn-out payments shall be made in a combination of cash and common stock, as the Company
may elect to satisfy up to 25% of each Tier-1 earn-out payments and 50% of the Tier-2 earn-out payment through the issuance of its
common stock valued based upon a 25-day volume weighted average price to be calculated preceding the delivery of the shares.
The transaction was financed with proceeds from the senior credit facility. The acquisition date fair value of the consideration
transferred consisted of the following:
Fair value of consideration transferred:
Cash, net of cash acquired ....................................................................... $
Notes payable ..........................................................................................
Stock payable ..........................................................................................
Working capital holdback .......................................................................
Contingent consideration .........................................................................
6,952,056
2,000,000
500,000
1,251,728
7,000,000
$ 17,703,784
The fair value of the financial assets acquired included receivables with a fair value of $3,084,077, all of which is expected to be
collectible. The fair values of the intangible assets were estimated using a discounted cash flow approach with Level 3 inputs. Under
this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings)
attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used risk-adjusted cash
flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the
level and timing of cash flows appropriately reflect market participant assumptions.
The fair value of the contingent consideration was estimated using future projected gross margins of On Time and the corresponding
future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The
Company believes the discount rate used to discount the earn-out payments reflect market participant assumptions.
The goodwill recognized is attributable primarily to its dedicated line-haul network and is not deductible for tax purposes.
Since acquisition, On Time produced revenue of approximately $20.8 million and income from operations of approximately $0.5
million, including amortization of intangibles resulting from the acquisition of approximately $1.5 million.
If the acquisition had taken place effective July 1, 2012, the result would have produced combined revenue of $355.9 million and
$337.4 million and combined net income of $4.2 million and $3.9 million for the years ended June 30, 2014 and 2013, respectively.
The unaudited pro forma financial information presented is for informational purposes only and is not indicative of the results of
operations that would have been achieved if the acquisitions and any borrowings undertaken to finance the acquisition had taken place
at the beginning of fiscal 2013.
F-14
The purchase price allocation for the On Time acquisition is as follows:
Current assets ................................................................................................ $
Furniture and equipment ...............................................................................
Deferred tax asset .........................................................................................
Other assets ...................................................................................................
Intangibles ....................................................................................................
Goodwill .......................................................................................................
3,260,183
256,516
146,000
86,500
8,176,000
10,892,459
Total assets acquired ...............................................................................
22,817,658
Current liabilities ..........................................................................................
Long-term deferred tax liability ....................................................................
1,843,474
3,270,400
Total liabilities assumed ..........................................................................
5,113,874
Net assets acquired .................................................................................. $ 17,703,784
Acquisition of Phoenix Cartage and Air Freight, LLC
On March 1, 2014, through a wholly-owned subsidiary, the Company acquired select customer relationships of Phoenix Cartage and
Air Freight, LLC (“PCA”), a privately-held company based in Philadelphia, Pennsylvania. The transaction was financed with proceeds
from the senior credit facility. The transaction was structured as an asset purchase using cash, stock, and earn-out payments. The
goodwill recorded is expected to be deductible for income tax purposes over a period of 15 years. The consideration paid, purchase
price, and pro forma results of operations have not been presented because the effect of this acquisition was not material to the
consolidated financial statements.
The results of operations for the businesses acquired are included in our financial statements as of the date of purchase.
NOTE 4 – FURNITURE AND EQUIPMENT
Vehicles .............................................................................................. $
Communication equipment ................................................................
Office and warehouse equipment .......................................................
Furniture and fixtures .........................................................................
Computer equipment ..........................................................................
Computer software .............................................................................
Leasehold improvements ....................................................................
Less: Accumulated depreciation and amortization .............................
Year ended June 30,
2014
45,893 $
45,499
321,223
250,596
767,381
1,801,998
930,946
2013
30,288
36,341
313,721
197,710
621,511
1,816,332
752,723
4,163,536
(2,898,429 )
3,768,626
(2,478,808)
$
1,265,107 $
1,289,818
Depreciation and amortization expense related to furniture and equipment was $518,960 and $629,179 for the years ended June 30,
2014 and 2013, respectively.
F-15
NOTE 5 – ACQUIRED INTANGIBLE ASSETS
The table below reflects acquired intangible assets related to all acquisitions:
June 30, 2014
June 30, 2013
Accumulated
Amortization
Customer related ................................................................... $ 29,119,640 $ 14,429,985
307,667
Covenant not to compete ......................................................
660,000
Gross
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
$ 19,505,640 $ 10,511,810
212,667
450,000
Amortization expense amounted to $4,013,175 and $3,314,616 for the years ended June 30, 2014 and 2013. Future amortization
expense for the fiscal years ending June 30 are as follows:
$ 29,779,640 $ 14,737,652
$ 19,955,640 $ 10,724,477
2015 .............................................................................................................. $
2016 ..............................................................................................................
2017 ..............................................................................................................
2018 ..............................................................................................................
2019 ..............................................................................................................
3,887,111
4,492,003
3,131,974
2,544,900
986,000
NOTE 6 – NOTES PAYABLE AND OTHER LONG-TERM DEBT
Notes payable and other long-term debt consist of the following:
$ 15,041,988
June 30,
2014
2013
Notes Payable – Caltius ...................................................................... $
Less: Original Issue Discount, net ......................................................
Less: Debt Issuance Costs, net ...........................................................
— $ 10,000,000
(899,700)
—
(488,065)
—
Total Caltius Senior Subordinated Notes, net ....................................
Notes payable to former shareholders ................................................
Long-term Credit Facility ...................................................................
—
—
7,243,371
8,612,235
767,091
8,601,189
Total notes payable and other long-term debt ....................................
Less: Current portion ..........................................................................
7,243,371 17,980,515
(767,091)
—
Total notes payable and other long-term debt .................................... $
7,243,371 $ 17,213,424
The long-term credit facility is due in fiscal year 2019.
Bank of America Credit Facility
The Company has a $30.0 million senior credit facility (the “Credit Facility”) with Bank of America, N.A. (the “Lender”). The Credit
Facility includes a $2.0 million sublimit to support letters of credit and matures August 9, 2018.
Through the first anniversary of the Credit Facility, borrowings accrue interest, at the Company’s option, at the Lender’s prime rate
minus 0.50% or LIBOR plus 2.25%. The rates can be subsequently adjusted based on the Company’s fixed charge coverage ratio at
the Lender’s base rate plus 0.0% to 0.50% or LIBOR plus 1.50% to 2.25%. The Credit Facility is collateralized by the Company’s
accounts receivable and other assets of its subsidiaries.
F-16
The available borrowing amount is limited to up to 85% of eligible domestic accounts receivable and, subject to certain sub-limits,
75% of eligible accrued but unbilled receivables and foreign accounts receivable. Borrowings are available to fund future acquisitions,
capital expenditures, repurchase of Company stock or for other corporate purposes. The terms of the Credit Facility are subject to
customary financial and operational covenants, including covenants that may limit or restrict the ability to, among other things,
borrow under the Credit facility, incur indebtedness from other lenders, and make acquisitions. As of June 30, 2014, the Company was
in compliance with all of its covenants.
As of June 30, 2014, based on available collateral and $286,800 in outstanding letter of credit commitments, there was $22,470,000
available for borrowing under the Credit Facility based on advances outstanding.
Caltius Senior Subordinated Notes
In connection with the Company’s acquisition of ISLA, the Company entered into an Investment Agreement with Caltius Partners IV,
LP and Caltius Partners Executive IV, LP (collectively, “Caltius”). Under the Investment Agreement, Caltius provided the Company
with a $10.0 million aggregate principal amount evidenced by the issuance of senior subordinated notes (the “Senior Subordinated
Notes”), the net proceeds of which were primarily used to finance the cash payments due at closing of the ISLA transaction. The
Senior Subordinated Notes accrued interest at the rate of 13.5% per annum. The Company repaid $10.0 million of principal during the
year ended June 30, 2014. The early payment resulted in a write-off of the loan fees and original issue discount of $1,238,409.
The terms of the Investment Agreement are subject to customary financial and operational covenants, including covenants that may
limit or restrict the ability to, among other things, incur indebtedness from other lenders, and make acquisitions. On December 20,
2013 the Company fully repaid all amounts due under the Investment Agreement and upon such payment, was in compliance with all
of its covenants thereunder. Although the Company repaid the entire outstanding balance, the Company is still subject to customary
contract obligations that survive repayment of all amounts due under the Investment Agreement.
DBA – Notes Payable
In connection with the DBA acquisition, the Company issued notes payable in the amount of $4.8 million payable to the former
shareholders of DBA. The notes accrue interest at a rate of 6.5%, and such interest is payable quarterly. The Company elected to
satisfy $2.4 million of the notes through the issuance of the Company’s common stock. The principal amount of the notes has been
repaid in full.
On Time Notes Payable
In connection with the On Time acquisition, the Company issued notes payable in the amount of $2.0 million payable to the former
shareholders of On Time. The notes accrue interest at a rate of 6.0%, and such principal and interest is payable quarterly. The principal
amount of the notes has been repaid in full.
NOTE 7 – STOCKHOLDERS’ EQUITY
The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $.001 per share and 100,000,000 shares of
common stock, $.001 per share.
Series A Preferred Stock
On December 20, 2013, the Company closed a registered underwritten public offering of 839,200 shares of 9.75% Series A
Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Shares”) liquidation preference $25.00 per share; including
the partial exercise of the underwriters’ overallotment option. Proceeds from the offering totaled $19,320,659 after deducting the
underwriting discount of $1,258,800 and offering costs of $400,541. The proceeds were used to retire the Senior Subordinated Notes
and reduce borrowings under the Credit Facility.
Dividends on the Series A Preferred Shares are cumulative from the date of original issue and will be payable on January 31, April 30,
July 31 and October 31 commencing on April 30, 2014 when, as and if declared by the Company’s Board of Directors. If the
Company does not pay dividends in full on any two payment dates (whether consecutive or not), the per annum dividend rate will
increase an additional 2.0% per annum per $25.00 stated liquidation preference, up to a maximum of 19.0% per annum. If the
Company fails to maintain the listing of the Series A Preferred Shares on the NYSE MKT or other exchange for 30 days or more, the
per annum dividend rate will increase by an additional 2.0% per annum so long as the listing failure continues. The Series A Preferred
Shares require the Company to maintain a Fixed Charge Coverage Ratio of at least 2.0. If the Company is not in compliance with this
ratio, then it cannot pay any dividend on its common stock. As of June 30, 2014, the Company was in compliance with this ratio.
F-17
Commencing on December 20, 2018, the Company may redeem, at its option, the Series A Preferred Shares, in whole or in part, at a
cash redemption price of $25.00 per share plus accrued and unpaid dividends (whether or not declared). Among other things, the
Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or other mandatory redemption, and are not
convertible into or exchangeable for any of the Company’s other securities. Holders of Series A Preferred Shares generally have no
voting rights, except if the Company fails to pay dividends on the Series A Preferred Shares for six or more quarterly periods (whether
consecutive or not). Under such circumstances, holders of Series A Preferred Shares will be entitled to vote to elect two additional
directors to the Company’s Board of Directors, until all unpaid dividends have been paid or declared and set aside for payment. In
addition, certain changes to the terms of the Series A Preferred Shares cannot be made without the affirmative vote of the holders of
two-thirds of the outstanding Series A Preferred Shares, voting as a separate class. The Series A Preferred Shares are senior to the
Company’s common stock with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding
up. The Series A Preferred Shares are listed on the NYSE MKT under the symbol “RLGT-PA.”
For the year ended June 30, 2014, the Company’s board of directors declared and paid a cash dividend to holders of Series A Preferred
Shares in the amount of $0.887 per share, totaling $744,370.
Common Stock Repurchase Program
During 2013, the Company’s Board of Directors approved the repurchase of a maximum of 3,000,000 shares of Company common
stock through December 31, 2013 to be retired as purchased. No shares have been repurchased during the years ended June 30, 2014
and 2013.
NOTE 8 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS
RLP is owned 40% by RGL and 60% by RCP, a company for which the Chief Executive Officer of the Company is the sole member.
RLP is a certified minority business enterprise that was formed for the purpose of providing the Company with a national accounts
strategy to pursue corporate and government accounts with diversity initiatives. RCP’s ownership interest entitles it to a majority of
the profits and distributable cash, if any, generated by RLP. The operations of RLP are intended to provide certain benefits to the
Company, including expanding the scope of services offered by the Company and participating in supplier diversity programs not
otherwise available to the Company. 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 that the
economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third
parties.
Certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have the sufficient
equity at risk for the entity to finance its activities without additional subordinated financial support from other parties are considered
“variable interest entities”. RLP qualifies as a variable interest entity and is included in the Company’s consolidated financial
statements.
For the year ended June 30, 2014, RLP recorded $106,070 in profits, of which RCP’s distributable share was $63,642. For the year
ended June 30, 2013, RLP recorded $179,954 in profits, of which Mr. Crain’s distributable share was $107,972. The non-controlling
interest recorded as a reduction of income on the consolidated statements of income represents RCP’s distributive share.
The following table summarizes the balance sheets of RLP:
ASSETS
Accounts receivable - Radiant Global Logistics, Inc. ................. $
Prepaid expenses and other current assets ..................................
73,989 $
1,581
118,791
875
June 30,
2014
2013
$
75,570 $
119,666
LIABILITIES AND PARTNERS’ CAPITAL
Other accrued costs ..................................................................... $
Partners’ capital ..........................................................................
6,962 $
68,608
7,128
112,538
$
75,570 $
119,666
F-18
NOTE 9 – FAIR VALUE MEASUREMENTS
The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis:
Fair Value Measurements as of June
30, 2014
Level 3
Total
Contingent consideration .................................................................. $ 11,167,000 $ 11,167,000
Contingent consideration .................................................................. $
Fair Value Measurements as of
June 30, 2013(cid:2)
(cid:2)
Level 3
4,025,000 $
Total
4,025,000
The Company has contingent obligations to transfer cash payments and equity shares to former shareholders of acquired operations in
conjunction with certain acquisitions if specified operating results and financial objectives are met over the next four fiscal years.
Contingent consideration is measured quarterly at fair value, and any change in the contingent liability is included in the consolidated
statements of income. The Company recorded a decrease to contingent consideration of $2,040,567 and $2,825,000 for the years
ended June 30, 2014 and 2013, respectively, primarily for the ISLA and ALBS acquisitions. The reductions in contingent
consideration were a result of the acquisitions not meeting their anticipated financial targets and additionally management’s judgment
surrounding the projected future operating results of the acquired businesses relative to the specified operating objectives and financial
targets associated with earn-outs in their respective agreements.
The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out
payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has
classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The
Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in
assumptions and operating results could have a significant impact on the earn-out amount, up to a maximum of $21,483,000 through
earn-out periods measured through September 2017, although there are no maximums on certain earn-out payments. Contingent
consideration is net of advances on earn-out payments of $550,000.
The following table provides a reconciliation of the beginning and ending liabilities for the liabilities measured at fair value using
significant unobservable inputs (Level 3):
Balance as of June 30, 2012........................................................................ $
Increase related to accounting for acquisitions ......................................
Change in fair value ..............................................................................
Contingent
Consideration
6,200,000
650,000
(2,825,000 )
Balance as of June 30, 2013........................................................................ $
4,025,000
Increase related to accounting for acquisitions ......................................
Contingent consideration earned ...........................................................
Change in fair value ..............................................................................
9,500,000
(317,433 )
(2,040,567 )
Balance as of June 30, 2014........................................................................ $ 11,167,000
F-19
NOTE 10 – PROVISION FOR INCOME TAXES
June 30,
2014
2013
Current deferred tax assets:
Allowance for doubtful accounts ................................................. $
Accruals .......................................................................................
Deferred rent ................................................................................
Other ............................................................................................
413,974 $
333,342
127,931
49,961
549,345
243,130
116,089
—
$
925,208 $
908,564
Long-term deferred tax assets (liabilities):
Share-based compensation ...........................................................
Fixed asset basis differences ........................................................
Goodwill deductible for tax purposes ..........................................
Intangibles ....................................................................................
Deferred rent ................................................................................
Other, net .....................................................................................
715,297 $
(303,976 )
319,094
(3,835,802 )
303,500
27,381
580,202
(387,526)
384,349
(958,812)
413,726
(105,372)
Income tax expense attributable to operations is as follows:
$
(2,774,506 ) $
(73,433)
Year ended June 30,
2014
2013
Current:
Federal .......................................................................................... $
State ..............................................................................................
3,120,663 $
547,173
2,186,852
484,575
Deferred:
Federal ..........................................................................................
State ..............................................................................................
(458,386 )
(127,585 )
(268,663)
(31,606)
$
3,081,865 $
2,371,158
The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense:
Tax expense at statutory rate ............................................................. $
Permanent differences .......................................................................
State income taxes .............................................................................
Other ..................................................................................................
Year ended June 30,
2014
2,788,086 $
46,525
276,928
(29,674 )
2013
2,048,307
34,825
298,960
(10,934)
$
3,081,865 $
2,371,158
Tax years which remain subject to examination by federal and state authorities are the years ended June 30, 2011 through June 30,
2014.
NOTE 11 – SHARE-BASED COMPENSATION
The Company has two stock-based plans: the 2005 Stock Incentive Plan and the 2012 Stock Option and Performance Award Plan.
Each plan authorizes the granting of up to 5,000,000 shares of the Company’s common stock. The plans provide for the grant of stock
options, stock appreciation rights, shares of restricted stock, RSUs, performance shares and performance units. Options are granted at
exercise prices equal to the fair value of the common stock at the date of the grant and have a term of 10 years. Generally, grants under
each plan vest 20% annually over a five year period from the date of grant.
F-20
Stock Awards
The Company granted restricted stock awards to certain employees in August 2012. The shares are restricted in transferability for a
term of up to five years and are forfeited in the event the employee terminates employment prior to the lapse of the restriction. The
awards generally vest ratably over a five year period. During the years ended June 30, 2014 and 2013, the Company recognized share-
based compensation expense of $5,043 and $10,963, respectively, related to stock awards. The following table summarizes stock
award activity under the plan for years ended June 30, 2014 and 2013:
Balance as of June 30, 2012 ...............................................................
Granted .........................................................................................
Vested ...........................................................................................
— $
15,565
(4,761 )
Number of
Shares
Weighted
Average Grant-
date Fair Value
—
1.62
1.62
Balance as of June 30, 2013 ...............................................................
Vested ...........................................................................................
10,804
(3,113 )
Balance as of June 30, 2014 ...............................................................
7,691 $
1.62
1.62
1.62
Stock Options
During the years ended June 30, 2014 and 2013, the Company recognized share-based compensation expense related to stock options
of $661,055 and $358,388, respectively. The following table summarizes the activity under the plan:
Year ended June 30, 2014
Year ended June 30, 2013
Outstanding, beginning of year ............................................
Granted ............................................................................
Exercised .........................................................................
Forfeited ..........................................................................
Number of
Shares
5,255,781 $
1,229,658
(1,253,395)
(107,000)
Weighted
Average
Exercise
Price
1.05
2.41
0.67
1.61
Number of
Shares
4,873,174 $
746,688
(70,000 )
(294,081 )
Outstanding, end of year .......................................................
5,125,044 $
1.46
5,255,781 $
Exercisable, end of year .......................................................
2,779,902 $
0.81
3,613,287 $
Non-vested, end of year ........................................................
2,345,142 $
2.23
1,642,494 $
Weighted
Average
Exercise
Price
0.95
1.80
(0.18)
(1.68)
1.05
0.65
1.88
The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions:
Year ended June 30,
Risk-Free Interest Rate .....................................................
Expected Term .................................................................
Expected Volatility ........................................................... 63.49% - 64.99% 65.45% - 68.49%
Expected Dividend Yield .................................................
0.00%
0.00%
2014
1.95% - 2.21%
6.5 years
2013
1.01% - 1.35%
6.5 years
As of June 30, 2014, the Company had approximately $2,783,872 of total unrecognized share-based compensation costs relating to
unvested stock options which is expected to be recognized over a weighted average period of 3.84 years. The aggregate intrinsic value
of options exercised during the years ended June 30, 2014 and 2013 was $3,041,577 and $136,600, respectively.
F-21
The following table summarizes outstanding and exercisable options by price range as of June 30, 2014:
Exercise Prices
Number of
Shares
$0.00 - $0.24 ........................................ 355,000
$0.25 - $0.49 ........................................ 405,000
$0.50 - $0.74 ........................................ 1,140,915
$0.75 - $0.99 ........................................ 340,000
$1.00 - $1.24 ........................................
10,000
$1.25 - $1.49 ........................................ 159,729
33,991
$1.50 - $1.74 ........................................
$1.75 - $1.99 ........................................ 765,586
$2.00 - $2.24 ........................................ 528,206
$2.25 - $2.49 ........................................ 963,888
$2.75 - $2.99 ........................................ 200,000
$3.00 - $3.24 ........................................ 222,729
Outstanding Options
Weighted
Average
Remaining
Contractual
Life
(Years)
Weighted
Average
Exercise
Price
Exercisable Options
Weighted
Average
Remaining
Contractual
Life
(Years)
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Aggregate
Intrinsic
Value
Number of
Shares
4.10 $
4.05
1.59
1.31
2.23
7.21
8.38
8.63
8.50
7.86
9.72
9.76
0.18 $1,033,450 355,000
0.37 1,100,050 360,000
0.51 2,938,578 1,130,545
795,600 340,000
0.75
10,000
20,800
1.01
279,415
1.34
75,832
6,790
53,026
1.53
895,310 119,095
1.92
493,820 108,503
2.16
707,178 274,137
2.36
—
57,500
2.80
—
6,681
3.08
4.10 $
3.92
1.55
1.31
2.23
6.90
8.38
7.23
7.78
7.31
—
—
0.18 $1,033,450
0.39
973,600
0.51 2,912,757
795,600
0.75
20,800
1.01
134,439
1.32
10,592
1.53
138,974
1.92
106,268
2.11
201,162
2.36
—
—
—
—
5,125,044
5.78 $
1.46 $8,381,408 2,779,902
3.37 $
0.81 $6,327,642
NOTE 12 – CONTINGENCIES
Legal Proceedings
DBA Distribution Services, Inc.
In December 2012, an arbitrator awarded the Company net damages of $698,623 from the former shareholders of DBA, finding that
the former shareholders breached certain representations and warranties contained in the DBA Agreement. In addition, the arbitrator
found that Paul Pollara breached his noncompetition obligation to the Company and enjoined Mr. Pollara from engaging in any
activity in contravention of his obligations of noncompetition and non-solicitation, including activities that relate to Santini
Productions and his spouse, Bretta Santini Pollara until March 2016. The award also provided that the former DBA Shareholders and
Mr. Pollara must pay to the Company the administrative fees, compensation and expenses of the arbitrator associated with the
arbitration. The award has been off-set against amounts due to former shareholders of acquired operations. The gain on litigation
settlement was recorded net of judgment interest and associated legal costs.
In a related matter, in December 2011, Ms. Pollara filed a claim for declaratory relief against the Company seeking an order
stipulating that she is not bound by the non-compete covenant contained within the DBA Agreement signed by her husband,
Mr. Pollara. On January 23, 2012, the Company filed a counterclaim against Ms. Pollara, her company Santini Productions, Daniel
Reffner (a former employee of the Company now working for Ms. Pollara), and Oceanair, Inc. (“Oceanair”, a company doing business
with Santini Productions). The Company’s counterclaim alleges claims for statutory and common law misappropriation of trade
secrets, breach of duty of loyalty, and unfair competition, and sought damages in excess of $1,000,000.
On April 25, 2014, a jury returned a verdict in the Company’s favor in the amount of $1,500,000, but the judge entered a judgment
notwithstanding the verdict and dismissed the case. The Company has filed an appeal of the judge’s ruling and expect the appeal to be
heard by the summer of 2015.
Radiant Global Logistics, Inc. and DBA Distribution Services, Inc. (Ingrid Barahona California Class Action)
On October 25, 2013, plaintiff Ingrid Barahona filed a purported class action lawsuit against RGL, DBA Distribution Services, Inc.
(“DBA”), and two third-party staffing companies (collectively, the “Staffing Defendants”) with whom Radiant and DBA contracted
for temporary employees. In the lawsuit, Ms. Barahona seeks damages and penalties under California law alleging that she and the
putative class were the subject of unfair and unlawful business practices, including certain wage and hour violations relating to, among
others, failure to provide certain rest and meal periods, as well as failure to pay minimum wages and overtime. Ms. Barahona alleges
that she was jointly employed by the staffing companies and Radiant and DBA. Radiant and DBA deny Ms. Barahona’s allegations in
their entirety, deny that they are liable to Ms. Barahona or the putative class members in any way, and are vigorously defending
against these allegations based upon a preliminary evaluation of applicable records and legal standards. In addition, the Company
believes that the plaintiff’s class definition is overly broad and cannot meet California’s class action certification requirements. On
August 28, 2014, the Company filed an Answer to Ms. Barahona’s First Amended Complaint, and the case remains in the early stages
of litigation. The Company is unable to express an opinion as to the final outcome of the matter.
F-22
Service By Air, Inc. v. Radiant Global Logistics, Inc.
On March 11, 2014 a lawsuit was filed by Service By Air, Inc. (“SBA”), which is a competitor to Radiant, against Radiant, PCA, and
Philippe Gabay (“Gabay”). The case is currently pending. The Company entered into various agreements with PCA and Gabay on
March 1, 2014 in connection with the purchase of certain assets regarding expansion of our operations in the Mid-Atlantic Region of
the United States. SBA is claiming unspecified damages against all of the defendants on the grounds that the execution of those
agreements, and certain actions after that date violated an agreement to which SBA was a party to with PCA and Gabay that otherwise
expired on February 28, 2014. SBA is also claiming that the Company tortiously interfered with SBA’s rights in connection with the
expired agreement. The Company believes that the case is without merit and have filed a motion to dismiss the complaint, which is
pending before the court.
The Company is involved in various other claims and legal actions arising in the ordinary course of business, some of which are in the
very early stages of litigation and therefore difficult to judge their potential materiality. For those claims for which we can judge the
materiality, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the
Company’s consolidated financial position, results of operations or liquidity. Legal expenses are expensed as incurred.
Contingent Consideration and Earn-out Payments
The Company’s agreements with respect to the acquisitions, including On Time and PCA (see Note 3) contain future consideration
provisions which provide for the selling shareholder(s) to receive additional consideration if specified operating objectives and
financial results are achieved in future periods, as defined in their respective agreements. Any changes to the fair value of the
contingent consideration are recorded in the consolidated statements of income. Earn-out payments are generally due annually on
November 1, and 90 days following the quarter of the final earn-out period for each respective acquisition.
The following table represents the estimated undiscounted earn-out payments to be paid in each of the following fiscal years:
Earn-out payments (in thousands):
Cash ................................................................................... $
Equity ................................................................................
1,380 $
201
2,923 $
683
2,829 $
573
2,369 $
790
9,501
2,247
Total estimated earn-out payments (1) ........................... $
1,581 $
3,606 $
3,402 $
3,159 $
11,748
2015
2016
2017
2018
Total
(1) The Company generally has the right but not the obligation to satisfy a portion of the earn-out payments in stock.
NOTE 13 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for
evaluation by the chief operating decision-maker, or decision-making group, in making decisions regarding allocation of resources and
assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company continues to
operate in a single operating segment.
The Company’s revenue generated within the United States consists of any shipment whose origin and destination is within the United
States. The following data presents the Company’s revenue generated from shipments to and from the United States and all other
countries, which is determined based upon the geographic location of a shipment’s initiation and destination points (in thousands):
Year ended June 30:
United States
Other Countries
Total
2014
2013
2014
2013
2014
2013
Revenue .................................................................. $ 211,925 $ 167,386 $ 137,208 $ 143,449 $ 349,133 $ 310,835
222,402
Cost of transportation ............................................. 142,651
112,406 249,898
107,247
109,996
Net revenue ....................................................... $
69,274 $
57,390 $
29,961 $ 31,043 $ 99,235 $
88,433
F-23
NOTE 14 – SUBSEQUENT EVENT
On July 17, 2014, the Company’s board of directors declared a cash dividend to holders of the Series A Preferred Shares in the amount of
$0.609375 per share. The total declared dividend totaled $511,408 and was paid on July 31, 2014.
On September 1, 2014, through a wholly-owned subsidiary, RGL, the Company acquired the operations and assets of Trans-NET, Inc.,
an Issaquah, Washington based company with extensive experience providing integrated project logistics solutions in key Russian oil,
gas, mining and infrastructure development markets. The Company has structured the transaction similar to previous acquisitions,
with a portion of the expected purchase price payable in subsequent periods based on future performance of the acquired operation.
The consideration paid, purchase price, and pro forma results of operations have not been presented because the effect of this
acquisition was not material to the consolidated financial statements.
F-24
EXHIBIT INDEX
Exhibit
Subsidiaries of the Registrant
Consent of Peterson Sullivan LLP
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Exhibit No.
21.1
23.1
31.1
31.2
32.1
Act of 2002
101.INS
XBRL Instance
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation
101.DEF
XBRL Taxonomy Extension Definition
101.LAB
XBRL Taxonomy Extension Label
101.PRE
XBRL Taxonomy Extension Presentation
Subsidiaries of
Radiant Logistics, Inc.
Name of Subsidiary
Radiant Global Logistics, Inc. (formerly Airgroup Corporation)
Radiant Logistics Partners LLC
(40% owned by Radiant Global Logistics, Inc.)
Radiant Customs Services, Inc.
Radiant Transportation Services, Inc. (formerly Radiant Logistics Global Services, Inc.)
On Time Express, Inc.
Adcom Express, Inc.
DBA Distribution Services, Inc.
Green Acquisition Company
Transmart, Inc.
Radiant Logistics Global Services, Inc. (formerly Radiant Transportation Services, Inc.)
International Freight Systems (of Oregon), Inc.
Radiant Off-Shore Holdings LLC
RGL Mexico LLC
Radiant Global Logistics (HK) Limited
Radiant Global Logistics (MX) S. de R.L. de C.V.)
Exhibit 21.1
State of Incorporation or Organization
Washington
Delaware
Washington
Delaware
Arizona
Minnesota
New Jersey
Washington
Washington
Washington
Oregon
Washington
Washington
Hong Kong
Mexico
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference into the Registration Statements on Form S-8 (File Nos. 333-190683 and 333-179869)
and into the Registration Statement on Form S-3 (File No. 333-179868), of our report dated September 24, 2014, relating to our audits
of the consolidated financial statements of Radiant Logistics, Inc. appearing in this Annual Report on Form 10-K of Radiant Logistics,
Inc. for the years ended June 30, 2014 and 2013.
/S/ PETERSON SULLIVAN LLP
Seattle, Washington
September 24, 2014
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.1
I, Bohn H. Crain, certify that:
1. I have reviewed this annual report on Form 10-K of Radiant Logistics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4. As a certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under my supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation;
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: September 24, 2014
By: /s/ Bohn H. Crain
Chief Executive Officer
(Principal Executive Officer)
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
I, Todd E. Macomber, certify that:
1. I have reviewed this annual report on Form 10-K of Radiant Logistics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4. As a certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under my supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation;
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: September 24, 2014
By: /s/ Todd E. Macomber
Chief Financial Officer
(Principal Accounting Officer)
Certifications Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)
Exhibit 32.1
Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Radiant Logistics, Inc. (the “Company”) hereby certifies that,
to his knowledge, the Company’s Annual Report on Form 10-K for the period ended June 30, 2014 (the “Report”) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 24, 2014
By: /s/ Bohn H. Crain
Bohn H. Crain
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Todd E. Macomber
Todd E. Macomber
Chief Financial Officer
(Principal Accounting Officer)
Reconciliation of Non-GAAP Financial Measures
The table below is provided to reconcile certain financial disclosures in the letter to Shareholders, page 1.
(Dollars in Thousands)
Year Ended June 30:
Net Income attributable to Radiant Logistics, Inc.
Taxes
Depreciation and Amortization
Net Interest Expense
EBITDA
Share-based compensation
Gain on Litigation Settlement
Business & Occupation Tax Refund
Gain on Extinguishment of Debt
Change in Contingent Consideration
Expenses Specifically Attributable to Acquisitions
Litigation
Finder's Fees
Amortization of Bank Fees
Loss on Write-Off of Debt Discount
Loss (Gain) on Litigation Settlement
Adjusted EBITDA
Transition Costs
Normalized EBITDA
2014
$
5,118
2013
$
3,658
2012
$
1,901
2011
$
2,852
2010
$
1,959
3,082
4,532
1,187
13,919
666
(2,041)
353
615
1,238
14,750
–
–
–
–
–
–
–
$
14,750
2,371
3,944
2,000
11,973
369
1,439
(2,825)
105
305
(368)
10,998
–
–
–
–
–
1,475
3,143
1,250
7,769
226
(900)
424
518
8,037
–
–
–
–
–
–
–
2,025
1,325
207
6,409
116
139
4
5
150
6,823
–
–
–
–
–
–
105
11,103
$
1,018
9,055
$
583
7,406
$
1,094
1,598
135
4,786
315
(355)
(364)
(135)
–
–
–
–
–
–
–
4,247
–
$
4,247
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 attributable to 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 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.
EBITDA is a non-GAAP measure of income and does not include the effects of preferred stock dividends, interest
and taxes, and excludes the “non-cash” effects of depreciation and amortization on long-term assets. Companies
have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA
calculation. We exclude all depreciation charges related to furniture and equipment, all amortization charges,
including amortization of leasehold improvements and other intangible assets. We then further adjust EBITDA to
exclude changes in contingent consideration, expenses specifically attributable to acquisitions, severance and lease
termination costs, extraordinary items, share-based compensation expense, non-recurring litigation expenses, and
other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our
results, it is not intended to replace any presentation included in our consolidated financial statements.
CORPORATE HEADQUARTERS
405 114th Avenue SE, Third Floor
Bellevue, WA 98004
Tel: (800) 843-4784
www.radiantdelivers.com
ANNUAL MEETING
November 11, 2014
Corporate Headquarters
CORPORATE GOVERNANCE
Copies of the Company’s 2013 Annual
Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current
Reports on Form 8-K to the Securities
and Exchange Commission, Proxy
Statement, and this Annual Report are
available online at
http://financials.radiantdelivers.com or
to shareholders without charge upon
written request to the Secretary at the
Company’s principal address or by
calling (800) 843-4784.
Shareholders can view the Company’s
Corporate Governance Principles, the
Audit and the Executive Oversight
Committee Charter and the Company’s
Code of Ethics. Copies of these
documents are available to
shareholders without charge upon
written request to the Secretary at the
Company’s principle address.
The Company is required to file as an
Exhibit to its Form 10-K for each
fiscal year certifications under Section
302 of the Sarbanes-Oxley Act signed
by the Chief Executive Officer and the
Chief Financial Officer. In addition,
the Company is required to submit a
certification signed by the Chief
Executive Officer to the New York
Stock Exchange within 30 days
following the Annual Meeting of
Shareholders. Copies of the
certifications will be posted promptly
upon filing.
COMMON STOCK
SHAREHOLDER RELATIONS
CONTACT
Rob Hines
Secretary
(425) 462-1094
INVESTOR RELATIONS
CONTACT
Ryan McBride
Director of Marketing &
Communications
investors@radiantdelivers.com
(425) 462-1094
STOCK TRANSFER AGENT
Questions regarding stock holdings,
certificate placement/transfer and
address changes should be directed to:
Broadridge Corporate Issuer
Solutions, Inc.
1155 Long Island Avenue
Edgewood, NY 11717
(855) 418-5054
In addition, on the Company’s
Corporate Governance website at
http://governance.radiantdelivers.com,
Listed on New York Stock Exchange
MKT
Symbol: RLGT
ONLINE ANNUAL REPORT
http://financials.radiantdelivers.com
OUR BRANDSIt’s the Network that Delivers! (1) Reflects a non-GAAP measure of income management considers useful in analyzing our results. A reconciliation of our non-GAAP financial measures presented to our GAAP-based net income, as well as a description of our non-GAAP measures, is included on the last page of this Annual Report. Our non-GAAP measures are not intended to replace any presentation included in our consolidated financial statements.(2) Excludes $583,000 in non-recurring transition costs for acquisitions.(3) Excludes $1,536,000 in non-recurring transition costs for acquisitions and other legal costs.(4) Excludes $411,000 in non-recurring transition costs for acquisitions and other legal costs.(5) Excludes $615,000 in non-recurring transition costs for acquisitions and other legal costs. Gross Revenue(millions)146.7203.8297.02010201120124002001000.02014349.1310.82013300Adjusted EBITDA(1)(millions)4.27.4(2)9.1(3)20102011201215.010.05.00.0201414.7(5)11.1(4)2013Net Revenue(millions)45.662.584.72010201120121007550250.099.2201488.42013PARTNERS IN PROFITABLE GROWTHTo Our Shareholders:We take great pride in our progress at Radiant over the past year and the collective efforts of our operating partners, carriers and hardworking employees that have come together to create the top-notch organization we enjoy today. In the right place, at the right time, with the right value proposition, our scalable non-asset based business model continues to deliver superior results.For our fiscal year ended June 30, 2014 we posted revenues of $349.1 million; net revenues of $99.2 million and adjusted EBITDA of $14.8 million, an increase of $3.8 million and 34.1% over the comparable prior year period. We also continue to demonstrate the leverage in our operating platform with our Adjusted EBITDA Margins improving 250 basis points, up from 12.4% to 14.9% for the comparable prior year period.At the heart of our growth strategy is our continued focus on bringing value to the agent based forwarding community: (1) leveraging our status as a public company to provide our operating partners with an opportunity to share in the value that they help create, (2) providing a robust platform from which to support the end customers that we serve and (3) offering a unique opportunity in terms of succession planning and liquidity for our station owners.In addition to our financial success in the past year, we have expanded our geographic footprint, grown and diversified our customer base, broadened our service offering to include our own proprietary dedicated line-haul network and completed a significant non-dilutive financing transaction to position us for further growth.We are all looking forward to continuing to build on this great platform as we scale the business through a combination of organic and acquisition initiatives. Organically, we continue to focus on improving the tools available to our existing network to win new business as well as expanding the network itself by on-boarding new operating partners that recognize the benefit of our platform and expanding capabilities. On the acquisition front, we also continue to seek out accretive acquisition opportunities to further accelerate our growth. This would include the acquisition of our existing operating partners (i.e. conversions), the acquisition of agent stations participating in competing networks and, given the opportunity, the acquisition of other competing networks. In addition, we also have an interest in pursuing other non-asset based acquisition opportunities that bring critical mass from a geographic standpoint, purchasing power and/or complementary service offerings to the current platform. We are patiently persistent in the execution of this multi-pronged strategy which we believe will continue to deliver value for shareholders, our operating partners and the end customers that we serve.Thanks for your continued support and the opportunity to represent you at Radiant Logistics. - It’s the Network that Delivers! ®Sincerely,Founder, Chairman and CEOIt’s the Network that Delivers! ®Domestic and International Freight Forwarding, Pride of Ownership, Industry-Leading Technology, Organic Growth, Proven Track Record, Proprietary Dedicated Line-Haul Network, Personalized Transportation Solutions, Financial Stability, Global Project Services, Strategic Acquisitions, Customs Brokerage, Award-Winning Service, Supply Chain Management, Purchasing Power, Global Reach, Truck Brokerage, Succession Planning, Operating Flexibility, Simple On-Boarding Process, Margin Expansion, Domestic and International Freight Forwarding, Pride of Ownership, Industry-Leading Technology, Organic Growth, Proven Track Record, Proprietary Dedicated Line-Haul Network, Personalized Transportation Solutions, Financial Stability, Global Project Services, Strategic Acquisitions, Customs Brokerage, Award-Winning Service, Supply Chain Management, Purchasing Power, Global Reach, Truck Brokerage, Succession Planning, Operating FOR MORE INFORMATION, PLEASE VISIT: http://investor.radiantdelivers.com2014 It’s the Network that Delivers! ANNUAL REPORT