Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 - RADIANT LOGISTICS, INC | rlgt-ex312_10.htm |
| EX-31.1 - EX-31.1 - RADIANT LOGISTICS, INC | rlgt-ex311_6.htm |
| EX-23.1 - EX-23.1 - RADIANT LOGISTICS, INC | rlgt-ex231_7.htm |
| EX-32.1 - EX-32.1 - RADIANT LOGISTICS, INC | rlgt-ex321_8.htm |
| EX-21.1 - EX-21.1 - RADIANT LOGISTICS, INC | rlgt-ex211_9.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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x |
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended June 30, 2015
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¨ |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 001-35392
RADIANT LOGISTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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04-3625550 |
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(State or other jurisdiction |
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(IRS Employer |
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:
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Title of Each Class |
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Name of Exchange on which Registered |
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Common Stock, $.001 Par Value |
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NYSE MKT |
Securities registered under Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ¨
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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¨ |
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Smaller reporting company |
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the closing share price of the registrant’s common stock on December 31, 2014 as reported on the NYSE MKT was $70,145,337. Shares of common stock held by each current executive officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not a conclusive determination for other purposes.
As of September 24, 2015, 48,728,827 shares of the registrant’s common stock were outstanding.
Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the 2015 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended June 30, 2015.
The sole purpose of this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended June 30, 2015, which was filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2015 (the “Form 10-K”), is to include the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. The Registrant had completed all necessary files but was unable to file them due to a technical error with the SEC’s EDGAR system.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
1
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a) |
List of Documents Filed as part of this Report |
(1) Index to Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of June 30, 2015 and 2014
Consolidated Statements of Operations and Comprehensive Income for the years ended June 30, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended June 30, 2015 and 2014
Notes to Consolidated Financial Statements
(2) Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.
(3) Index to Exhibits
See exhibits listed under the Exhibit Index below.
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(b) |
Exhibits |
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed |
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Period |
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Exhibit |
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Filing |
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2.1 |
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Stock Purchase Agreement by and between Radiant Logistics, Inc., Radiant Transportation Services, Inc. and On Time Express, Inc. |
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8-K |
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2.1 |
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10/4/13 |
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2.2 |
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Arrangement Agreement among Radiant Logistics, Inc., Radiant Global Logistics ULC and Wheels Group Inc. |
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8-K |
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2.1 |
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1/23/15 |
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2.3 |
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Stock Purchase Agreement by and between Radiant Logistics, Inc. and Service by Air, Inc. |
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8-K |
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2.1 |
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6/8/15 |
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3.1 |
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Certificate of Incorporation |
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SB-2 |
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3.1 |
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9/20/02 |
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3.2 |
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Amendment to Registrant’s Certificate of Incorporation (Certificate of Ownership and Merger Merging Radiant Logistics, Inc. into Golf Two, Inc. dated October 18, 2005) |
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8-K |
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3.1 |
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10/18/05 |
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3.3 |
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Amended and Restated Bylaws |
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8-K |
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3.2 |
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7/19/11 |
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3.4 |
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Certificate of Merger dated April 6, 2011 between DBA Distribution Services, Inc. and DBA Acquisition Corp. |
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8-K |
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2.3 |
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4/12/11 |
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3.5 |
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Certificate of Amendment of Certificate of Incorporation |
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10-Q |
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12/31/12 |
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3.1 |
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2/12/13 |
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3.6 |
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Certificate of Designations, Preferences and Rights of 9.75% cumulative Redeemable Perpetual Preferred Stock |
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10-K/A |
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6/30/14 |
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3.6 |
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7/15/15 |
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10.1 |
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Executive Employment Agreement dated January 13, 2006 by and between Radiant Logistics, Inc. and Bohn H. Crain |
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8-K |
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10.7 |
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1/18/06 |
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10.2 |
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Letter Agreement dated June 10, 2011; Amendment to the Employment Agreement between Radiant Logistics, Inc. and Bohn H. Crain |
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8-K |
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10.1 |
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6/10/12 |
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10.3 |
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Employment Agreement dated effective November 15, 2011, by and between Radiant Global Logistics, Inc. and Jonathan Fuller |
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8-K |
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10.1 |
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12/7/11 |
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10.4 |
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Employment Agreement dated May 14, 2012 by and between Radiant Logistics, Inc. and Dan Stegemoller |
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8-K |
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10.1 |
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5/14/12 |
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2
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed |
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Form |
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Period |
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Exhibit |
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Filing |
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10.5 |
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Employment Agreement dated May 14, 2012 by and between Radiant Logistics, Inc. and Todd Macomber |
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8-K |
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10.2 |
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5/14/12 |
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10.6 |
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Employment Agreement dated April 26, 2013 by and between Radiant Logistics, Inc. and Robert L. Hines Jr. |
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8-K |
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10.1 |
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4/30/13 |
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10.7 |
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Employment Agreement dated October 1, 2013 by and between On Time Express, Inc. and Bart Wilson. |
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8-K |
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10.1 |
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10/4/13 |
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10.8 |
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Employment Agreement dated February 1, 2012 by and between Wheels Group Inc. and Tim Boyce. |
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8-K |
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10.4 |
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4/8/15 |
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10.9 |
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Employment Agreement dated April 6, 2015 by and between Wheels Group Inc. and Peter Jamieson. |
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8-K |
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10.5 |
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4/8/15 |
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10.10 |
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Employment Agreement dated October 1, 2013 by and between On Time Express, Inc. and Eric Kunz. |
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8-K |
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10.2 |
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10/4/13 |
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10.11 |
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Operating Agreement of Radiant Logistics Partners, LLC dated June 28, 2006 |
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8-K |
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10.4 |
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5/14/12 |
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10.12 |
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Discretionary Management Incentive Compensation Plan effective July 1, 2012 |
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8-K |
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10.5 |
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5/14/12 |
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10.13 |
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Amendment and Restated Loan and Security Agreement dated April 2, 2015 by and among Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners, LLC, Adcom Express, Inc., Radiant Customs Services, Inc., DBA Distribution Services, Inc., International Freight Systems Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Clipper Exxpress Company, Bluenose Finance LLC, Wheels MSM US, Inc., Radiant Trade Services, Inc. Radiant Global Logistics LTD., Wheels Group Inc., 1371482 Ontario Inc., Wheels MSM Canada Inc., 2062698 Ontario Inc., Associate Carriers Canada Inc., Wheels Associate Carriers Inc. and Bank of America, N.A. |
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8-K |
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10.1 |
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4/8/15 |
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10.14 |
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$29,000,000 Credit Facilities Loan Agreement dated April 2, 2015 by and among Wheels Group Inc. and Integrated Private Debt Fund IV LP. |
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8-K |
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10.2 |
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4/8/15 |
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10.15 |
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Loan and Security Agreement dated April 2, 2015 by and among Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners, LLC, Adcom Express, Inc., Radiant Customs Services, Inc., DBA Distribution Services, Inc., International Freight Systems Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Clipper Exxpress Company, Bluenose Finance LLC, Wheels MSM US, Inc., Radiant Trade Services, Inc. and Triangle Capital Corporation as Agent. |
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8-K |
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10.3 |
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4/8/15 |
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10.16 |
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Sublease Agreement between Space Exploration Technologies Corp., and Radiant Logistics, Inc. dated December 20, 2012 |
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10-Q |
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12/31/12 |
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10.1 |
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2/12/13 |
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10.17 |
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Lease Agreement between Jonda Hawthorne, LLC and DBA Distribution Services, Inc. dated February 25, 2008, as amended |
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10-Q |
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12/31/12 |
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10.2 |
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2/12/13 |
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10.18 |
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Lease Agreement between Jonda Hawthorne, LLC and DBA Distribution Services, Inc. dated March 15, 2004, as amended |
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10-Q |
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12/31/12 |
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10.3 |
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2/12/13 |
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3
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed |
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Form |
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Period |
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Exhibit |
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Filing |
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10.19 |
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Form of Incentive Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan |
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10-Q |
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12/31/12 |
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10.5 |
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2/12/13 |
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10.20 |
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Form of Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan |
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10-Q |
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12/31/12 |
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10.6 |
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2/12/13 |
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10.21 |
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Form of Restricted Stock Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan |
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10-Q |
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12/31/12 |
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10.7 |
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2/12/13 |
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10.22 |
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Form of SAR Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan |
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10-Q |
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12/31/12 |
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10.8 |
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2/12/13 |
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10.23 |
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Form of Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan |
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10-Q |
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12/31/12 |
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10.9 |
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2/12/13 |
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10.24 |
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Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan |
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DEF 14A |
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Annex A |
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10/9/12 |
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14.1 |
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Code of Business Conduct and Ethics |
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10-KSB |
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14.1 |
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3/17/06 |
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21.1 |
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Subsidiaries of the Registrant |
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X |
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23.1 |
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Consent of Peterson Sullivan LLP |
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X |
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31.1 |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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X |
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31.2 |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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X |
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32.1 |
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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X |
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101.INS |
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XBRL Instance |
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X |
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101.SCH |
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XBRL Taxonomy Extension Schema |
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X |
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101.CAL |
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XBRL Taxonomy Extension Calculation |
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X |
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101.DEF |
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XBRL Taxonomy Extension Definition |
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X |
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101.LAB |
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XBRL Taxonomy Extension Label |
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X |
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101.PRE |
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XBRL Taxonomy Extension Presentation |
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X |
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4
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.
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RADIANT LOGISTICS, INC. |
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Date: September 29, 2015 |
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By: |
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/s/ Bohn H. Crain |
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Bohn H. Crain |
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Chief Executive Officer |
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(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.
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Signature |
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Title |
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Date |
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/s/ Stephen P. Harrington |
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Director |
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September 29, 2015 |
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Stephen P. Harrington |
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/s/ Jack Edwards |
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Director |
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September 29, 2015 |
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Jack Edwards |
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/s/ Richard P. Palmieri |
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Director |
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September 29, 2015 |
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Richard P. Palmieri |
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/s/ Bohn H. Crain |
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Chairman and |
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September 29, 2015 |
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Bohn H. Crain |
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Chief Executive Officer |
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/s/ Todd E. Macomber |
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Senior Vice President and Chief |
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September 29, 2015 |
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Todd E. Macomber |
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Financial Officer |
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5
EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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21.1 |
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Subsidiaries of the Registrant |
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23.1 |
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Consent of Peterson Sullivan LLP |
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31.1 |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
|
XBRL Instance |
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101.SCH |
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XBRL Taxonomy Extension Schema |
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101.CAL |
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XBRL Taxonomy Extension Calculation |
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101.DEF |
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XBRL Taxonomy Extension Definition |
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101.LAB |
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XBRL Taxonomy Extension Label |
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101.PRE |
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XBRL Taxonomy Extension Presentation |