RADIANT LOGISTICS, INC - Quarter Report: 2014 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2014

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35392

RADIANT LOGISTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

04-3625550

(State or Other Jurisdiction of
Incorporation or Organization)

(IRS Employer
Identification No.)


	405 114^th Ave S.E., Bellevue, WA 98004
	(Address of Principal Executive Offices)

	(425) 943-4599
	(Issuer’s Telephone Number, including Area Code)

	N/A
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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:

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[x]
(Do not check if a smaller reporting company)

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

There were 34,136,332 issued and outstanding shares of the registrant’s common stock, par value $.001 per share, as of May 12, 2014.

RADIANT LOGISTICS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements - Unaudited
	Condensed Consolidated Balance Sheets as of March 31, 2014 and June 30, 2013	3
	Condensed Consolidated Statements of Operations for the three months and nine months ended March 31, 2014 and 2013	4
	Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended March 31, 2014	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2014 and 2013	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	23
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 6.	Exhibits	38

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

(unaudited)

	March 31,			June 30,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	3,968,161		$	1,024,192
Accounts receivable, net of allowance of $916,417 and $1,445,646, respectively		53,280,722			52,131,462
Current portion of employee and other receivables		264,725			328,123
Income tax deposit		162,136			—
Prepaid expenses and other current assets		2,123,517			2,477,904
Deferred tax asset		856,926			908,564
Total current assets		60,656,187			56,870,245

Furniture and equipment, net		1,327,858			1,289,818

Acquired intangibles, net		16,147,139			9,231,163
Goodwill		28,623,045			15,952,544
Employee and other receivables, net of current portion		26,892			72,433
Deposits and other assets		609,349			336,613
Total long-term assets		45,406,425			25,592,753
Total assets	$	107,390,470		$	83,752,816

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued transportation costs	$	37,833,939		$	35,767,785
Commissions payable		5,447,156			6,086,324
Other accrued costs		2,488,639			2,176,567
Income taxes payable		—			361,571
Current portion of notes payable		767,091			767,091
Current portion of contingent consideration		1,610,000			305,000
Current portion of lease termination liability		324,377			305,496
Total current liabilities		48,471,202			45,769,834

Notes payable and other long-term debt, net of current portion and debt discount		5,193,580			17,213,424
Contingent consideration, net of current portion		10,640,000			3,720,000
Lease termination liability, net of current portion		294,226			505,353
Deferred rent liability		566,676			583,401
Deferred tax liability		2,874,718			73,433
Other long-term liabilities		2,610			2,610
Total long-term liabilities		19,571,810			22,098,221
Total liabilities		68,043,012			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; 34,116,244 and 33,348,166 shares and outstanding, respectively		15,571			14,803
Additional paid-in capital		34,337,719			13,873,157
Deferred compensation		(10,469	)		(14,252	)
Retained earnings		4,946,954			1,943,530
Total Radiant Logistics, Inc. stockholders’ equity		39,290,614			15,817,238
Non-controlling interest		56,844			67,523
Total stockholders’ equity		39,347,458			15,884,761
Total liabilities and stockholders’ equity	$	107,390,470		$	83,752,816

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

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Operations

(unaudited)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	MARCH 31,						MARCH 31,
		2014			2013			2014			2013
Revenues	$	86,032,714		$	72,790,313		$	246,878,094		$	230,116,528
Cost of transportation		62,043,074			51,183,245			175,302,070			164,745,770
Net revenues		23,989,640			21,607,068			71,576,024			65,370,758

Agent commissions		12,867,599			12,478,403			39,408,451			38,957,449
Personnel costs		5,396,347			4,511,174			15,284,150			12,813,670
Selling, general and administrative expenses		2,815,653			1,819,987			7,766,698			6,547,208
Depreciation and amortization		1,232,603			931,974			3,304,357			3,067,145
Transition and lease termination costs		—			—			—			1,544,454
Change in contingent consideration		(1,145,000	)		(675,000	)		(1,357,567	)		(950,000	)
Total operating expenses		21,167,202			19,066,538			64,406,089			61,979,926

Income from operations		2,822,438			2,540,530			7,169,935			3,390,832

Other income (expense):
Interest income		1,965			3,547			6,593			12,679
Interest expense		(88,887	)		(492,414	)		(1,105,343	)		(1,500,435	)
Loss on write-off of debt discount		—			—			(1,238,409	)		—
Gain on litigation settlement, net		—			—			—			368,162
Other		16,482			26,292			109,228			238,030
Total other expense		(70,440	)		(462,575	)		(2,227,931	)		(881,564	)

Income before income tax expense		2,751,998			2,077,955			4,942,004			2,509,268

Income tax expense		(1,087,343	)		(1,166,927	)		(1,889,259	)		(1,109,275	)

Net income		1,664,655			911,028			3,052,745			1,399,993
Less: Net income attributable to non-controlling interest		(16,541	)		(29,218	)		(49,321	)		(94,250	)

Net income attributable to Radiant Logistics, Inc.		1,648,114			881,810			3,003,424			1,305,743
Less: Preferred stock dividends		(511,388	)		—			(579,887	)		—

Net income attributable to common stockholders	$	1,136,726		$	881,810		$	2,423,537		$	1,305,743

Net income per common share - basic and diluted	$	0.03		$	0.03		$	0.07		$	0.04

Weighted average shares outstanding:
Basic shares		33,713,462			33,091,774			33,549,740			33,048,832
Diluted shares		35,335,320			35,098,612			35,497,675			35,121,335

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

RADIANT LOGISTICS, INC.

Condensed Consolidated Statement of Stockholders’ Equity

(unaudited)

	RADIANT LOGISTICS, INC. STOCKHOLDERS' EQUITY
	PREFERRED STOCK				COMMON STOCK				ADDITIONAL								NON-			TOTAL
	SHARES		AMOUNT		SHARES		AMOUNT		PAID-IN CAPITAL			DEFERRED COMPENSATION			RETAINED EARNINGS		CONTROLLING INTEREST			STOCKHOLDERS’ EQUITY
Balance as of June 30, 2013		—	$	—		33,348,166	$	14,803	$	13,873,157		$	(14,252	)	$	1,943,530	$	67,523		$	15,884,761
Issuance of 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock at $25.00 per share, net of underwriting and offering costs of $1,659,341		839,200		839		—		—		19,319,820			—			—		—			19,320,659
Issuance of common stock to former On Time shareholders at $2.11 per share		—		—		237,320		237		499,763			—			—		—			500,000
Issuance of common stock to former ISLA shareholders at $2.21 per share		—		—		26,188		26		57,812			—			—		—			57,838
Issuance of common stock to former Phoenix Cartage shareholders at $2.93 per share		—		—		17,083		17		49,983			—			—		—			50,000
Share-based compensation		—		—		—		—		473,145			—			—		—			473,145
Amortization of deferred compensation		—		—		—		—		—			3,783			—		—			3,783
Cashless exercise of stock options		—		—		487,487		488		(626,831	)		—			—		—			(626,343	)
Tax benefit from exercise of stock options		—		—		—		—		690,870			—			—		—			690,870
Distribution to non- controlling interest		—		—		—		—		—			—			—		(60,000	)		(60,000	)
Net income for the nine months ended March 31, 2014		—		—		—		—		—			—			3,003,424		49,321			3,052,745
Balance as of March 31, 2014		839,200	$	839		34,116,244	$	15,571	$	34,337,719		$	(10,469	)	$	4,946,954	$	56,844		$	39,347,458

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

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	NINE MONTHS ENDED
	MARCH 31,
		2014			2013
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income	$	3,052,745		$	1,399,993
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
share-based compensation expense		476,928			305,758
amortization of intangibles		2,908,024			2,587,512
depreciation and leasehold amortization		396,333			479,633
deferred income tax benefit		(271,477	)		(650,412	)
amortization of loan fees and original issue discount		187,707			206,289
loss on write-off of debt discount		1,238,409			—
change in contingent consideration		(1,357,567	)		(950,000	)
gain on litigation settlement		—			(698,623	)
lease termination costs		—			1,439,018
change in (recovery of) provision for doubtful accounts		(546,249	)		171,969
CHANGE IN OPERATING ASSETS AND LIABILITIES:
accounts receivable		2,541,114			4,750,122
employee and other receivables		133,939			(70,119	)
income tax deposit and income taxes payable		(472,775	)		126,779
prepaid expenses, deposits and other assets		505,768			656,123
accounts payable and accrued transportation costs		470,850			(6,825,396	)
commissions payable		(639,168	)		1,005,452
other accrued costs		64,759			119,414
other liabilities		(857	)		(29,135	)
deferred rent liability		(16,725	)		2,020
lease termination liability		(192,246	)		(469,218	)
Net cash provided by operating activities		8,479,512			3,557,179

CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of On Time Express, Inc., net of acquired cash		(6,952,056	)		—
Other acquisitions, net of acquired cash		(500,000	)		(596,722	)
Purchase of furniture and equipment		(153,899	)		(290,648	)
Payments to former shareholders of acquired operations		(1,311,775	)		(1,583,489	)
Net cash used for investing activities		(8,917,730	)		(2,470,859	)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from (repayments to) credit facility, net of credit fees		(3,683,403	)		216,642
Proceeds from preferred stock, net of offering costs		19,320,659			—
Repayment of notes payable		(12,000,000	)		—
Payments of contingent consideration		(259,596	)		—
Distributions to non-controlling interest		(60,000	)		(114,000	)
Proceeds from exercise of stock options		—			4,800
Payment of employee tax withholdings related to cashless stock option exercises		(626,343	)		—
Tax benefit from exercise of stock options		690,870			48,977
Net cash provided by financing activities		3,382,187			156,419

NET INCREASE IN CASH AND CASH EQUIVALENTS		2,943,969			1,242,739
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		1,024,192			66,888

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,968,161		$	1,309,627

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid	$	1,982,676		$	1,635,645
Interest paid	$	1,176,983		$	1,294,353

(continued)

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Cash Flows (continued)

(unaudited)

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 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 to common stock of $252 and an increase to 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 condensed consolidated financial statements.

RADIANT LOGISTICS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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 customers domestic and international freight forwarding services through a network of company-owned and independent agent offices operating under the Radiant, Airgroup, Adcom, DBA and On Time network brands. The Company also offers an expanding array of value-added supply chain management services, including customs and property 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 independent agent offices, 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 independent agents 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 acquisition initiatives. For organic growth, the Company will focus on strengthening and retaining existing, and expanding new customer and agency 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 with in certain trade lanes which creates opportunities to more efficiently source and manage transportation capacity for existing freight volumes.

Interim Disclosure

The condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The Company’s management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2013.

The interim period information included in this Quarterly Report on Form 10-Q reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results of the respective interim periods. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

Basis of Presentation

The condensed 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 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 condensed 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.

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 fair values of the Company’s receivables, accounts payable and accrued transportation costs, commissions payable, other accrued costs and amounts due to former shareholders of acquired operations approximate the carrying values due to the relatively short maturities of these instruments. The fair value of the Company’s credit facility and other long-term liabilities would not differ significantly from 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 $4,548,674 and $4,775,189 as of March 31, 2014 and June 30, 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 agent offices operating under the various Company brands. Each individual agent office 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 office 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 office’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 office’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 agency agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual office in satisfaction of any deficit balance. Currently, a number of the Company’s agency offices have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these offices. However, to the extent any of these offices 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.

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.

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 March 31, 2014, management believes there are no indications of impairment.

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 March 31, 2014.

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 operations.

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 operations.

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 termination liability) under these non-cancelable operating leases for the next five fiscal years ending June 30 and thereafter are as follows:

2014 (remaining portion)	$	492,920
2015		1,556,389
2016		936,968
2017		568,323
2018		565,239
Thereafter		1,037,017

Total minimum lease payments	$	5,156,856

Rent expense amounted to $489,526 and $1,335,486 for the three and nine months ended March 31, 2014, respectively. Rent expense amounted to $365,738 and $1,521,983 for the three and nine months ended March 31, 2013, respectively.

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 three and nine months ended March 31, 2014, the Company paid $50,127 and $192,246 of the liability, respectively. During the three and nine months ended March 31, 2013, the Company paid $469,218 of the liability.

m)	401(k) Savings Plan

The Company has employee savings plans under which the Company provides safe harbor matching contributions. The Company’s contributions under the plans were $96,729 and $250,136 for the three and nine months ended March 31, 2014, respectively, and were $72,130 and $190,287 for the three and nine months ended March 31, 2013, respectively.

n)	Income Taxes

Deferred income taxes are reported using the 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 customs brokerage, 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 $199,741 and $476,928 for the three and nine months ended March 31, 2014, respectively. The Company recorded share-based compensation expense of $101,014 and $305,758 for the three and nine months ended March 31, 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 options, had been issued and if the additional common shares were dilutive. Net income attributable to common stockholders is calculated after earned but undeclared preferred stock dividends.

For the three months ended March 31, 2014, the weighted average outstanding number of potentially dilutive common shares totaled 35,335,320, including options to purchase 5,965,710 shares of common stock as of March 31, 2014, of which 124,659 were excluded as their effect would have been anti-dilutive. For the three months ended March 31, 2013, the weighted average outstanding number of potentially dilutive common shares totaled 35,098,612, including options to purchase 5,074,547 shares of common stock as of March 31, 2013, of which 1,189,807 were excluded as their effect would have been anti-dilutive.

For the nine months ended March 31, 2014, the weighted average outstanding number of potentially dilutive common shares totaled 35,497,675, including options to purchase 5,495,369 shares of common stock as of March 31, 2014, of which 960,560 were excluded as their effect would have been anti-dilutive. For the nine months ended March 31, 2013, the weighted average outstanding number of potentially dilutive common shares totaled 35,121,335, including options to purchase 5,074,547 shares as of March 31, 2013, of which 1,245,041 were excluded as their effect would have been anti-dilutive.

The following table reconciles the numerator and denominator of the basic and diluted per share computations for earnings per share as follows:

	Three months ended March 31,				Nine months ended March 31,
	2014		2013		2014		2013
Weighted average basic shares outstanding		33,713,462		33,091,774		33,549,740		33,048,832
Dilutive effect of share-based awards		1,621,858		2,006,838		1,947,935		2,072,503

Weighted average dilutive shares outstanding		35,335,320		35,098,612		35,497,675		35,121,335

r)	Other Comprehensive Income

The Company has no components of Other Comprehensive Income and, accordingly, no Statement of Comprehensive Income has been included in the accompanying condensed consolidated financial statements.

s)	Reclassifications

Certain amounts for prior periods have been reclassified in the accompanying condensed consolidated financial statements to conform to the classification used in fiscal year 2014.

NOTE 3 – BUSINESS ACQUISITIONS

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	$	6,952,056
Notes payable		2,000,000
Stock payable		500,000
Working capital holdback		1,311,776
Contingent Consideration		7,000,000

	$	17,763,832

The fair value of the financial assets acquired included receivables with a fair value of $3,067,057. The gross amount due under the receivables was $3,084,077, of which $17,020 is expected to be uncollectible. 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 $13.7 million and income from operations of approximately $0.3 million, including amortization of intangibles resulting from the acquisition of approximately $1.0 million.

If the acquisition had taken place effective July 1, 2012, the result would have produced combined revenue of $253.6 million and $249.9 million and combined net income of $3.2 million and $1.4 million for the nine months ended March 31, 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.

The preliminary purchase price allocation for the On Time acquisition is as follows:

Current assets	$	3,320,231
Furniture and equipment		280,474
Deferred tax asset		146,000
Other assets		86,500
Intangibles		8,176,000
Goodwill		10,868,501

Total assets acquired		22,877,706

Current liabilities		1,843,474
Long-term deferred tax liability		3,270,400

Total liabilities assumed		5,113,874

Net assets acquired	$	17,763,832

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 results of operations for the businesses acquired are included in our financial statements as of the date of purchase. The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations and our estimates and assumptions are subject to change as we obtain additional information for our estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of the preliminary estimates not yet finalized relates to certain tangible assets and liabilities acquired, identifiable intangible assets, and income and non-income based taxes.

NOTE 4 – FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

	March 31, 2014			June 30, 2013
Vehicles	$	53,325		$	30,288
Communication equipment		45,499			36,341
Office and warehouse equipment		319,721			313,721
Furniture and fixtures		214,628			197,710
Computer equipment		775,173			621,511
Computer software		1,858,543			1,816,332
Leasehold improvements		936,110			752,723

		4,202,999			3,768,626
Less: Accumulated depreciation and amortization		(2,875,141	)		(2,478,808	)

	$	1,327,858		$	1,289,818

Depreciation and amortization expense related to furniture and equipment was $132,396 and $396,333 for the three and nine months ended March 31, 2014, respectively, and $147,352 and $479,633 for the three and nine months ended March 31, 2013, respectively.

NOTE 5 – ACQUIRED INTANGIBLE ASSETS

The table below reflects acquired intangible assets related to all previous acquisitions including the fiscal year 2014 acquisitions of On Time and PCA:

	March 31, 2014				June 30, 2013
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer related	$	29,119,640	$	13,351,834	$	19,505,640	$	10,511,810
Covenant not to compete		660,000		280,667		450,000		212,667

	$	29,779,640	$	13,632,501	$	19,955,640	$	10,724,477

Amortization expense amounted to $1,100,207 and $2,908,024 for the three and nine months ended March 31, 2014, respectively, and $784,622 and $2,587,512 for the three and nine months ended March 31, 2013, respectively.

Future amortization expense as of March 31, 2014 for the fiscal years ending June 30 are as follows:

2014 (remaining portion)	$	1,105,151
2015		3,887,111
2016		4,492,003
2017		3,131,974
2018		2,544,900
Thereafter		986,000

	$	16,147,139

NOTE 6 – NOTES PAYABLE AND OTHER LONG-TERM DEBT

Notes payable and other long-term debt consist of the following:

	March 31, 2014			June 30, 2013
Notes Payable – Caltius	$	—		$	10,000,000
Less: Original Issue Discount, net		—			(899,700	)
Less: Debt Issuance Costs, net		—			(488,065	)

Total Caltius Senior Subordinated Notes, net		—			8,612,235
Notes payable to former shareholders		767,091			767,091
Long-term Credit Facility		5,193,580			8,601,189

Total notes payable and other long-term debt		5,960,671			17,980,515
Less: Current portion		(767,091	)		(767,091	)

Total notes payable and other long-term debt	$	5,193,580		$	17,213,424

Future maturities of notes payable and other long-term debt as of March 31, 2014 for the fiscal years ending June 30 are as follows:

2014 (remaining portion)	$	767,091
2015		—
2016		—
2017		—
2018		—
Thereafter		5,193,580

	$	5,960,671

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.

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 March 31, 2014, the Company was in compliance with all of its covenants.

As of March 31, 2014, based on available collateral and $286,800 in outstanding letter of credit commitments, there was approximately $24,519,000 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 accrue interest at the rate of 13.5% per annum (the “Accrual Rate”), and must be paid currently in cash on a quarterly basis at a rate of 11.75% per annum (the “Pay Rate”). The Company repaid $10.0 million of principal during the nine months ended March 31, 2014, respectively. 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 Company’s 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 is payable annually on April 6 with the final installment of $767,091 repaid in April 2014.

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 Company repaid the $2.0 million of principal during the three and nine months ended March 31, 2014.

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 March 31, 2014, the Company was in compliance with this ratio.

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.”

Common Stock Repurchase Program

The Company’s Board of Directors in November 2012 approved the repurchase of a maximum of 3,000,000 shares of Company common stock through December 31, 2013 to be retired as purchased. This Common Stock Repurchase program has expired and no shares were repurchased under the program.

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 enterprise, 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 condensed consolidated financial statements.

For the three and nine months ended March 31, 2014, RLP recorded $27,568 and $82,202 in profits, of which RCP’s distributable share was $16,541 and $49,321, respectively. For the three and nine months ended March 31, 2013, RLP recorded $48,696 and $157,083 in profits, of which RCP’s distributable share was $29,218 and $94,250, respectively. The non-controlling interest recorded as a reduction of income on the statements of operations represents RCP’s distributive share.

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 March 31, 2014
	Level 3		Total
Contingent consideration	$	12,250,000	$	12,250,000

	Fair Value Measurements as of June 30, 2013
	Level 3		Total
Contingent consideration	$	4,025,000	$	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 operations. The Company recorded a decrease to contingent consideration of $1,145,000 and $1,357,567 for the three and nine months ended March 31, 2014, respectively, primarily for the ISLA and ALBS acquisitions. The Company recorded a decrease to contingent consideration of $675,000 and $950,000 for the three and nine months ended March 31, 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.

	Contingent Consideration
Balance, June 30, 2013	$	4,025,000

Increase related to accounting for acquisitions		9,900,000
Contingent consideration earned		(317,433	)
Change in fair value		(1,357,567	)

Balance, March 31, 2014	$	12,250,000

NOTE 10 – PROVISION FOR INCOME TAXES

	Three months ended March 31,					Nine months ended March 31,
	2014			2013		2014			2013
Current income tax expense	$	1,154,586		$	583,051	$	2,160,736		$	1,759,687
Deferred income tax expense (benefit)		(67,243	)		583,876		(271,477	)		(650,412	)

Income tax expense	$	1,087,343		$	1,166,927	$	1,889,259		$	1,109,275

Tax years that remain subject to examination by federal and state authorities are the years ended June 30, 2010 through June 30, 2013.

NOTE 11 – SHARE-BASED COMPENSATION

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 three and nine months ended March 31, 2014, the Company recognized share-based compensation expense of $1,261 and $3,783, respectively, related to stock awards. During the three months and nine months ended March 31, 2013, the Company recognized share-based compensation expense of $1,261 and $9,703, respectively, related to stock awards. The following table summarizes stock award activity under the plan for the nine months ended March 31, 2014.

	Number of Shares			Weighted Average Grant-date Fair Value
Unvested as of June 30, 2013		10,804		$	1.65
Vested		(3,113	)		1.65

Unvested as of March 31, 2014		7,691		$	1.65

Stock Options

During the three months ended March 31, 2014, the Company issued options to certain employees and directors to purchase 274,659 shares of common stock at a weighted average exercise price of $2.89 per share. The options generally vest ratably over a five-year period.

During the three and nine months ended March 31, 2014, the weighted average fair value per share of employee options granted was $1.77 and $1.43, respectively. The fair value of options granted were estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions for each issuance of options:

	Nine months ended March 31, 2014		Year ended June 30, 2013
Risk-Free Interest Rate	1.95% - 2.20%		1.01% - 1.35%
Expected Term	6.5 years		6.5 years
Expected Volatility	63.75% - 64.99%		65.45% - 68.49%
Expected Dividend Yield		0.00%		0.00%
Forfeiture Rate		0.00%		0.00%

During the three and nine months ended March 31, 2014, the Company recognized share-based compensation expense related to stock options of $198,480 and $473,145, respectively. During the three and nine months ended March 31, 2013, the Company recognized share-based compensation expense related to stock options of $99,753 and $296,055, respectively. The following table summarizes activity under the plan for the nine months ended March 31, 2014:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding as of June 30, 2013		5,255,781		$	1.05		5.08	$	5,110,000
Granted		1,081,588			2.33		10.00		—
Exercised		(840,000	)		0.56		—		—
Forfeited		(2,000	)		2.40		—		—

Outstanding as of March 31, 2014		5,495,369		$	1.37		5.66	$	9,436,256

Exercisable as of March 31, 2014		3,021,954		$	0.76		3.14	$	7,056,194

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 it remains subject to a motion for judgment notwithstanding the verdict made by the Defendants. Any procedural motions that are decided in a manner inconsistent with the jury verdict will likely be appealed by the Company. The ultimate resolution of this dispute is not expected to occur in the near term given that the non-prevailing party will likely make further appeal. Accordingly, the Company will not record the benefit of any such award into its financial statement until such time as the dispute has been fully adjudicated and collected.

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 the Company, as well as a series of unrelated third party employee staffing businesses (collectively, the “Staffing Defendants”). In the lawsuit, Ms. Barahona seeks penalties under California law, alleging, on an unsubstantiated basis, that she and putative, yet unnamed class members, 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. The case remains in the early stage subject to certain preliminary procedural motions. The Company intends to vigorously defend against these allegations as, based upon the preliminary evaluation of applicable payroll records and legal standards: (i) the Company believes that the Plaintiff’s request for class certification is overly broad and cannot meet California’s class action certification requirements; and (ii) the Company does not believe that the named Plaintiff has raised a cause of action for which relief is available or appropriate. However, since this case remains in the very early stages of litigation, the Company can offer no assurances as to the final disposition of the matter.

Service By Air, Inc. v. Radiant Global Logistics, Inc.

On March 11, 2014 a lawsuit was filed by Service By Air, Inc. ("SBA") against the Company, PCA, and Philippe Gabay ("Gabay"),. The case was filed by SBA principally in response to the Company’s March 1, 2014: (i) appointment of Gabay as VP of Business Development; and (ii) acquisition of certain PCA assets in connection with the expansion of the Company’s operations in the Mid-Atlantic Region of the United States. SBA is claiming unspecified damages against all of the defendants alleging, among others, that the actions of the defendants, including the Company, violated an SBA agreement 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. Although the Company believes that the case has been asserted by SBA principally in response to, and to disrupt, the Company’s competitive position in the market, and that the case is otherwise without merit, since the case remains in the early stages of litigation, there can be no assurances as to the ultimate outcome of the matter. The Company and our co-defendants intend to vigorously defend the matter.

In addition to the foregoing, the Company is involved in various other claims and legal actions arising in the ordinary course of business. 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.

Contingent Consideration and Earn-out Payments

The Company’s agreements with respect to the previous acquisitions, including On Time and PCA (See Note 3), contain future consideration provisions that provide for the selling shareholder 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 operations. 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:

	2015		2016		2017		2018		Total
Earn-out payments (in thousands):
Cash	$	1,418	$	3,852	$	2,609	$	2,766	$	10,645
Equity		249		963		712		1,164		3,088

Total estimated earn-out payments⁽¹⁾	$	1,667	$	4,815	$	3,321	$	3,930	$	13,733

(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 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):

	United States				Other Countries				Total
Three months ended March 31:	2014		2013		2014		2013		2014		2013
Revenue	$	54,528	$	39,024	$	31,505	$	33,766	$	86,033	$	72,790
Cost of transportation		37,830		25,655		24,213		25,528		62,043		51,183

Net revenue	$	16,698	$	13,369	$	7,292	$	8,238	$	23,990	$	21,607

	United States				Other Countries				Total
Nine months ended March 31:	2014		2013		2014		2013		2014		2013
Revenue	$	150,580	$	123,210	$	96,298	$	106,907	$	246,878	$	230,117
Cost of transportation		101,321		81,369		73,981		83,377		175,302		164,746

Net revenue	$	49,259	$	41,841	$	22,317	$	23,530	$	71,576	$	65,371

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT REGARDING 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,” “seek,” “see,” “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 independent agents; 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 agency locations; 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 our Form 10-K for the year ended June 30, 2013 and our Form 10-Q for the quarter ended December 31, 2013. 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.

The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the 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 through a network of company-owned and independent agent offices operating under the Radiant, Airgroup, Adcom, DBA and On Time network brands. We also offer an expanding array of value-added supply chain management services, including customs and property 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 logistics solutions are provided through our multi-brand network of company-owned and independent agent offices, using a network of independent air, ground and ocean carriers and international operating partners strategically positioned around the world. We create value for our customers and independent agents 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, Inc. 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.

On October 1, 2013 we acquired the stock of Phoenix, Arizona based On Time Express, Inc. (“On Time”). On Time is a solutions based logistics company with a 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. We expect that On Time will continue to operate as a stand-alone business unit, and in addition to supporting its own end customers, will also provide transportation capacity to our operating locations across North America with LTL and expedited ground service. We believe that 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 agent offices to our network.

On March 1, 2014 we acquired select customer relationships of Phoenix Cartage and Air Freight, LLC (“PCA”), a privately-held company based in Philadelphia, Pennsylvania. In conjunction with the purchase of those customer relationships, we opened a new Company-owned location in Philadelphia, Pennsylvania to service the mid-Atlantic region.

Our growth strategy will continue to focus on both organic growth and growth through acquisition. For organic growth, we will focus on enhancing our back-office infrastructure, transportation and accounting systems, strengthening and retaining existing agency relationships, and expanding new customer agency relationships domestically and internationally. In addition to the focus on organic growth, we also will 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.

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 and changes in contingent consideration. 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 condensed 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.

Results of Operations

Three months ended March 31, 2014 and 2013 (actual and unaudited)

The following table summarizes transportation revenue, cost of transportation and net transportation revenue (in thousands) for the three months ended March 31, 2014 and 2013 (actual and unaudited):

	Three months ended March 31,						Change
		2014			2013		Amount		Percent
Transportation revenue	$	86,033		$	72,790		$	13,243		18.2	%
Cost of transportation		62,043			51,183			10,860		21.2	%

Net transportation revenue	$	23,990		$	21,607		$	2,383		11.0	%
Net transportation margins		27.9	%		29.7	%

We generated transportation revenue of $86.0 million and net transportation revenue of $24.0 million for the three months ended March 31, 2014, as compared to transportation revenue of $72.8 million and net transportation revenue of $21.6 million for the three months ended March 31, 2013. Domestic and international transportation revenue was $54.5 million and $31.5 million, respectively, for the three months ended March 31, 2014, compared to $39.0 million and $33.8 million, respectively, for the three months ended March 31, 2013. The increase in domestic revenue is due principally to our acquisition of On Time, as well as increased domestic volume among several agency and company owned locations. The decrease in international revenue is principally due to lower charter services and a non-recurring significant piece of project work that occurred in the prior year.

Cost of transportation increased 21.2% to $62.0 million for the three months ended March 31, 2014, compared to $51.2 million for the three months ended March 31, 2013. Net transportation margins decreased to 27.9% of transportation revenue for the three months ended March 31, 2014, as compared to 29.7% of transportation revenue for the three months ended March 31, 2013. The decrease in margins is attributable to numerous factors including differing product mixes of shipments throughout the quarter, and the addition of On Time which has historically operated at lower margin characteristics than our legacy domestic freight forwarding operations.

The following table compares certain condensed consolidated statements of operations data as a percentage of our net transportation revenue (in thousands) for the three months ended March 31, 2014 and 2013 (actual and unaudited):

	Three months ended March 31,
	2014						2013						Change
	Amount			Percent			Amount			Percent			Amount			Percent
Net transportation revenue	$	23,990			100.0	%	$	21,607			100.0	%	$	2,383			11.0	%

Agent commissions		12,868			53.6	%		12,478			57.7	%		390			3.1	%
Personnel costs		5,396			22.5	%		4,511			20.9	%		885			19.6	%
Selling, general and administrative expenses		2,816			11.7	%		1,820			8.4	%		996			54.7	%
Depreciation and amortization		1,233			5.1	%		932			4.3	%		301			32.3	%
Change in contingent consideration		(1,145	)		(4.8	%)		(675	)		(3.1	%)		(470	)		69.6	%

Total operating expenses		21,168			88.1	%		19,066			88.2	%		2,102			11.0	%

Income from operations		2,822			11.8	%		2,541			11.8	%		281			11.1	%
Other expense		(70	)		(0.3	)%		(463	)		(2.2	%)		393			(84.9	%)

Income before income tax expense		2,752			11.5	%		2,078			9.6	%		674			32.4	%
Income tax expense		(1,087	)		(4.6	%)		(1,167	)		(5.4	%)		80			(6.9	%)

Net income		1,665			6.9	%		911			4.2	%		754			82.8	%
Less: Net income attributable to non-controlling interest		(17	)		(0.1	%)		(29	)		(0.1	%)		12			(41.4	%)

Net income attributable to Radiant Logistics, Inc.		1,648			6.8	%		882			4.1	%		766			86.8	%
Less: Preferred stock dividends		(511	)		(2.1	%)		—			—			(511	)	NM

Net income attributable to common stockholders	$	1,137			4.7	%	$	882			4.1	%	$	255			28.9	%

Agent commissions were $12.9 million for the three months ended March 31, 2014, an increase of 3.1% from $12.5 million for the three months ended March 31, 2013. Agent commissions as a percentage of net transportation revenue decreased to 53.6% for the three months ended March 31, 2014, from 57.7% for the comparable prior year period as a result of our acquisition of On Time and the opening of a company-owned location in Philadelphia, which added company-owned operations in Phoenix, Dallas, Atlanta and Philadelphia. Company-owned locations are not paid commissions.

Personnel costs were $5.4 million for the three months ended March 31, 2014, an increase of 19.6% from $4.5 million for the three months ended March 31, 2013. Personnel costs as a percentage of net transportation revenue increased to 22.5% for the three months ended March 31, 2014, from 20.9% for the comparable prior year period. The increase is primarily attributable to our acquisition of On Time, which added personnel costs associated with the new company-owned operations in Phoenix, Dallas, 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 expenses were $2.8 million for the three months ended March 31, 2014, an increase of 54.7% from $1.8 million for the three months ended March 31, 2013. Selling, general and administrative expenses as a percentage of net transportation revenue increased to 11.7% for the three months ended March 31, 2014, from 8.4% for the comparable prior year period. The increase was driven principally by additional costs associated with the acquisition of On Time, higher legal fees, and non-recurring transaction costs of less than $0.2 million.

Depreciation and amortization costs were $1.2 million for the three months ended March 31, 2014, an increase of 32.3% from $0.9 million for the three months ended March 31, 2013. Depreciation and amortization as a percentage of net transportation revenue increased to 5.1% for the three months ended March 31, 2014, from 4.3% for the comparable prior year period. The increase is primarily due to amortization of intangibles acquired from On Time and PCA, partially offset by scheduled changes in the amortization costs associated with the ISLA and ALBS acquisitions.

Change in contingent consideration totaled $1.1 for the three months ended March 31, 2014, an increase of 69.6% from $0.7 million for the three months ended March 31, 2013. As a percentage of net transportation revenue, the change in contingent consideration increased to 4.8% for the three months ended March 31, 2014, from 3.1% for the three months ended March 31, 2013. Change in contingent consideration represents the change in the fair value of contingent consideration due to former shareholders of acquired operations. The income was attributable primarily to ISLA and ALBS not achieving their specified operating objectives.

Income from operations was $2.8 million for the three months ended March 31, 2014, an increase of 11.1% from $2.5 million for the three months ended March 31, 2013. The increase is attributable to several factors, favorable and unfavorable to the Company. Net revenues increased $2.4 million primarily due to additional revenues associated with the On Time acquisition. Agent Commissions expense increased $0.4 million due to increased sales where commissions are earned by the agency based network. Personnel costs increased $0.9 million due to the additional employees acquired with the acquisition of On Time and the opening of a company-owned location in Philadelphia. Selling, general and administrative expenses increased $1.0 million principally due to our acquisition of On Time, increased legal expenses, and nonrecurring transaction expenses. Depreciation and amortization costs increased $0.2 million due to increased amortization of intangibles for the On Time and PCA acquisitions, partially offset by scheduled changes in the amortization costs associated with the ISLA and ALBS acquisitions. Change in contingent consideration increased $0.5 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 was $0.1 million for the three months ended March 31, 2014, a decrease of 84.9% from $0.5 million for the three months ended March 31, 2013. As a percentage of net transportation revenue, other expense increased to 0.3% for the three months ended March 31, 2014, from 2.2% for the three months ended March 31, 2013, as a result of decreased borrowing costs resulting from the payoff of the senior subordinate notes.

Net income was $1.1 million for the three months ended March 31, 2014, an increase of 28.9% from $0.9 million for the three months ended March 31, 2013, driven by increased operating income, a significant decrease in other expense, offset by the preferred stock dividends.

The following table provides a reconciliation for the three months ended March 31, 2014 and 2013 of adjusted EBITDA to net income, the most directly comparable GAAP measure in accordance with SEC Regulation G (in thousands):

	Three months ended March 31,						Change
		2014			2013		Amount			Percent
Net transportation revenue	$	23,990		$	21,607		$	2,383			11.0	%

Net income attributable to common stockholders	$	1,137		$	882			255			28.9	%
Preferred stock dividends		511			—			511		NM

Net income attributable to Radiant Logistics, Inc.		1,648			882			766			86.8	%
Income tax expense		1,087			1,167			(80	)		(6.9	)%
Depreciation and amortization		1,233			932			301			32.3	%
Net interest expense		87			489			(402	)		(82.2	)%

EBITDA	$	4,055		$	3,470		$	585			16.9	%

Share-based compensation		200			101			99			98.0	%
Change in contingent consideration		(1,145	)		(675	)		(470	)		69.6	%
Acquisition related costs		167			13			154			1,184.6	%
Non-recurring legal costs		226			79			147			186.1	%
Adjusted EBITDA	$	3,503		$	2,988			515			17.2	%
As a % of Net Revenues		14.6	%		13.8	%

We had adjusted EBITDA of $3.5 million and $3.0 million for the three months ended March 31, 2014 and 2013, respectively.

Adjusted EBITDA as a percentage of net transportation revenue increased to 14.6% for the three months ended March 31, 2014 from 13.8% for the three months ended March 31, 2013 as a result of the leverage of our operating platform.

Nine months ended March 31, 2014 and 2013 (actual and unaudited)

The following table summarizes transportation revenue, cost of transportation and net transportation revenue (in thousands) for the nine months ended March 31, 2014 and 2013 (actual and unaudited):

	Nine months ended March 31,						Change
		2014			2013		Amount		Percent
Transportation revenue	$	246,878		$	230,117		$	16,761		7.3	%
Cost of transportation		175,302			164,746			10,556		6.4	%

Net transportation revenue	$	71,576		$	65,371		$	6,205		9.5	%
Net transportation margins		29.0	%		28.4	%

We generated transportation revenue of $246.9 million and net transportation revenue of $71.6 million for the nine months ended March 31, 2014, as compared to transportation revenue of $230.1 million and net transportation revenue of $65.4 million for the nine months ended March 31, 2013. Domestic and international transportation revenue was $150.6 million and $96.3 million, respectively, for the nine months ended March 31, 2014, compared to $123.2 million and $106.9 million, respectively, for the nine months ended March 31, 2013. The changes in domestic revenue were due principally to incremental increase in revenues associated with our acquisition of On Time, higher domestic revenues among company-owned locations, and slightly higher domestic revenues from independent agent offices. The changes in international revenue are principally due to incremental decreased revenues associated with slower cross-border shipping into and out of Mexico, lower charter services and less project work.

Cost of transportation increased 6.4% to $175.3 million for the nine months ended March 31, 2014, compared to $164.7 million for the nine months ended March 31, 2013. Net transportation margins increased to 29.0% of transportation revenue for the nine months ended March 31, 2014, as compared to 28.4% of transportation revenue for the nine months ended March 31, 2013. The increase in margins is attributable to numerous factors including differing product mixes of shipments throughout the quarter and the addition of On Time for the current fiscal year, and a lower percentage of charter revenues and project work, which typically has a lower yield.

The following table compares certain condensed consolidated statements of operations data as a percentage of our net transportation revenue (in thousands) for the nine months ended March 31, 2014 and 2013 (actual and unaudited):

	Nine months ended March 31,
	2014						2013						Change
	Amount			Percent			Amount			Percent			Amount			Percent
Net transportation revenue	$	71,576			100.0	%	$	65,371			100.0	%	$	6,205			9.5	%

Agent commissions		39,409			55.1	%		38,958			59.6	%		451			1.2	%
Personnel costs		15,284			21.4	%		12,814			19.6	%		2,470			19.3	%
Selling, general and administrative expenses		7,768			10.9	%		6,547			10.0	%		1,221			18.6	%
Depreciation and amortization		3,304			4.6	%		3,067			4.7	%		237			7.7	%
Transition and lease termination costs		—			—			1,544			2.4	%		(1,544	)		(100.0	%)
Change in contingent consideration		(1,358	)		(1.9	%)		(950	)		(1.5	%)		(408	)		42.9	%

Total operating expenses		64,407			90.1	%		61,980			94.8	%		2,427			3.9	%

Income from operations		7,169			10.0	%		3,391			5.2	%		3,778			111.4	%
Other expense		(2,228	)		(3.1	)%		(882	)		(1.4	%)		(1,346	)		152.6	%

Income before income tax expense		4,941			6.9	%		2,509			3.8	%		2,432			96.9	%
Income tax expense		(1,889	)		(2.6	%)		(1,109	)		(1.7	%)		(780	)		70.3	%

Net income		3,052			4.3	%		1,400			2.1	%		1,652			118.0	%
Less: Net income attributable to non-controlling interest		(49	)		(0.1	%)		(94	)		(0.1	%)		45			(47.9	%)

Net income attributable to Radiant Logistics, Inc.		3,003			4.2	%		1,306			2.0	%		1,697			129.9	%
Less: Preferred stock dividends		(579	)		(0.8	%)		—			—			(579	)	NM

Net income attributable to common stockholders	$	2,424			3.4	%	$	1,306			2.0	%	$	1,118			85.6	%

Agent commissions were $39.4 million for the nine months ended March 31, 2014, an increase of 1.2% from $39.0 million for the nine months ended March 31, 2013. Agent commissions as a percentage of net transportation revenue decreased to 55.1% for the nine months ended March 31, 2014, from 59.6% for the comparable prior year period as a result of our acquisitions of Marvir, IFS, On Time and the opening of a company-owned location in Philadelphia, which added company-owned operations in Los Angeles, Portland, Phoenix, Dallas, Atlanta and Philadelphia. Company-owned locations are not paid commissions.

Personnel costs were $15.3 million for the nine months ended March 31, 2014, an increase of 19.3% from $12.8 million for the nine months ended March 31, 2013. Personnel costs as a percentage of net transportation revenue increased to 21.4% for the nine months ended March 31, 2014, from 19.6% for the comparable prior year period. The increase is primarily attributable to our acquisitions of Marvir, IFS, and On Time, which added the personnel costs associated with the new company-owned operations 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 expenses were $7.8 million for the nine months ended March 31, 2014, an increase of 18.6% from $6.5 million for the nine months ended March 31, 2013. As a percentage of net transportation revenue, selling, general and administrative expenses increased to 10.9% for the nine months ended March 31, 2014, from 10.0% for the comparable prior year period. The increase was driven principally by our acquisition of On Time, partially offset by savings associated with combining our two company-owned locations in Los Angeles and increased collections of older receivables, including non-recurring transaction costs of less than $0.2 million.

Depreciation and amortization costs were $3.3 million for the nine months ended March 31, 2014, an increase of 7.7% from $3.1 million for the nine months ended March 31, 2013. Depreciation and amortization as a percentage of net transportation revenue decreased to 4.6% for the nine months ended March 31, 2014, from 4.7% for the comparable prior year period. The increase is primarily due to amortization of intangibles acquired from On Time and PCA acquisitions, partially offset by scheduled changes in the amortization costs associated with the ISLA and ALBS acquisitions.

There were no transition and lease termination costs for the nine months ended March 31, 2014. Transition and lease termination costs for the nine months ended March 31, 2013 totaled $1.5 million. Transition and lease termination costs for the nine months ended March 31, 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 of equipment. Non-recurring transition and lease termination costs were 2.4% of net transportation revenue for the nine months ended March 31, 2013.

Change in contingent consideration totaled $1.4 million for the nine months ended March 31, 2014, an increase of 42.9% from $1.0 million for the nine months ended March 31, 2013. As a percentage of net transportation revenue, the change in contingent consideration increased to 1.9% for the nine months ended March 31, 2014, compared to 1.5% for the nine months ended March 31, 2013. Change in contingent consideration represents the change in the fair value of contingent consideration due to former shareholders of acquired operations. The income was attributable to ISLA and ALBS not achieving their specified operating objectives.

Income from operations was $7.2 million for the nine months ended March 31, 2014, an increase of 111.4% from $3.4 million for the nine months ended March 31, 2013. The increase is attributable to several factors, favorable and unfavorable to the Company. Net revenues increased $6.2 million primarily due to additional revenues associated with the On Time acquisition. Personnel costs increased $2.5 million due to the additional employees acquired with the Marvir, IFS and On Time acquisitions, and the opening of a company-owned location in Philadelphia. Selling, general and administrative expenses increased $1.2 million due principally to our acquisition of On Time, partially offset by savings associated with combining our two Los Angeles company-owned locations, and favorable results surrounding the collection of older receivables. Depreciation and amortization costs increased $0.2 million due to increased amortization of intangibles acquired from On Time and PCA, partially offset by scheduled changes in the amortization costs associated with the 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 increased $0.4 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 was $2.2 million for the nine months ended March 31, 2014, an increase of 152.6% from $0.9 million for the nine months ended March 31, 2013. As a percentage of net transportation revenue, other expense increased to 3.1% for the nine months ended March 31, 2014, up from 1.4% for the nine months ended March 31, 2013. The increase is due to the write-off of the debt discount in the current period and the gain on litigation settlement in the prior period.

Net income was $2.4 million for the nine months ended March 31, 2014, an increase of 85.6% from $1.3 million for the nine months ended March 31, 2013. The increase is primarily attributable to increased operating income, partially offset by increases to other expense, income tax expense, and the preferred stock dividends.

The following table provides a reconciliation for the nine months ended March 31, 2014 and 2013 of adjusted EBITDA to net income, the most directly comparable GAAP measure in accordance with SEC Regulation G (in thousands):

	Nine months ended March 31,						Change
		2014			2013		Amount			Percent
Net transportation revenue	$	71,576		$	65,371		$	6,205			9.5	%

Net income attributable to common stockholders	$	2,424		$	1,306			1,118			85.6	%
Preferred stock dividends		579			—			579		NM

Net income attributable to Radiant Logistics, Inc.		3,003			1,306			1,697			129.9	%
Income tax expense		1,889			1,109			780			70.3	%
Depreciation and amortization		3,304			3,067			237			7.7	%
Net interest expense		1,100			1,488			(388	)		(26.1	)%

EBITDA	$	9,296		$	6,970		$	2,326			33.4	%

Share-based compensation		477			306			171			55.9	%
Change in contingent consideration		(1,358	)		(950	)		(408	)		42.9	%
Acquisition related costs		308			52			256			492.3	%
Non-recurring legal costs		293			202			91			45.0	%
Lease termination costs		—			1,439			(1,439	)		(100.0	%)
Loss on write-off of debt discount		1,238			—			1,238		NM
Gain on litigation settlement, net		—			(368	)		368			(100.0	%)
Adjusted EBITDA	$	10,254		$	7,651			2,603			34.0	%
As a % of Net Revenues		14.3	%		11.7	%

We had adjusted EBITDA of $10.3 million and $7.7 million for the nine months ended March 31, 2014 and 2013, respectively.

Adjusted EBITDA as a percentage of net transportation revenue increased to 14.3% for the nine months ended March 31, 2014 from 11.7% for the nine months ended March 31, 2013 as a result of the leverage of our operating platform.

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 condensed 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, On Time and the Company as adjusted to reflect the amortization of acquired intangibles and are also provided in the consolidated financial statements included within this report.

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 nine months ended March 31, 2014 and 2013 (pro forma and unaudited):

	Nine months ended March 31,						Change
		2014			2013		Amount		Percent
Transportation revenue	$	253,602		$	249,876		$	3,726		1.5	%
Cost of transportation		180,466			179,600			866		0.5	%

Net transportation revenue	$	73,136		$	70,276		$	2,860		4.1	%
Net transportation margins		28.8	%		28.1	%

Pro forma transportation revenue was $253.6 million for the nine months ended March 31, 2014, an increase of 1.5% from $249.9 million for the nine months ended March 31, 2013.

Pro forma cost of transportation was $180.5 million for the nine months ended March 31, 2014, an increase of 0.5% from $179.6 million for the nine months ended March 31, 2013.

Pro forma net transportation margins were 28.8% and 28.1% for the nine months ended March 31, 2014 and 2013, respectively.

	Nine months ended March 31,
	2014						2013						Change
	Amount			Percent			Amount			Percent			Amount			Percent
Net transportation revenue	$	73,136			100.0	%	$	70,276			100.0	%	$	2,860			4.1	%

Agent commissions		39,409			53.9	%		38,347			54.6	%		1,062			2.8	%
Personnel costs		15,562			21.3	%		14,639			20.8	%		923			6.3	%
Selling, general and administrative expenses		8,161			11.2	%		8,255			11.7	%		(94	)		(1.1	%)
Depreciation and amortization		3,837			5.2	%		4,806			6.8	%		(969	)		(20.2	%)
Transition and lease termination costs		—			—			1,544			2.2	%		(1,544	)		(100.0	%)
Change in contingent consideration		(1,358	)		(1.9	%)		(950	)		(1.4	%)		(408	)		42.9	%

Total operating expenses		65,611			89.7	%		66,641			94.7	%		(1,030	)		(1.5	%)

Income from operations		7,525			10.3	%		3,635			5.2	%		3,890			107.0	%
Other expense		(2,323	)		(3.2	)%		(1,083	)		(1.5	%)		(1,240	)		114.5	%

Income before income tax expense		5,202			7.1	%		2,552			3.7	%		2,650			103.8	%
Income tax expense		(1,994	)		(2.7	%)		(1,128	)		(1.7	%)		(866	)		76.8	%

Net income		3,208			4.4	%		1,424			2.0	%		1,784			125.3	%
Less: Net income attributable to non-controlling interest		(49	)		(0.1	)%		(94	)		(0.1	)%		45			(47.9	%)

Net income attributable to Radiant Logistics, Inc.		3,159			4.3	%		1,330			1.9	%		1,829			137.5	%
Less: Preferred stock dividends		(580	)		(0.8	%)		—			—			(580	)	NM

Net income attributable to common stockholders	$	2,579			3.5	%	$	1,330			1.9	%	$	1,249			93.9	%

Pro forma agent commissions were $39.4 million for the nine months ended March 31, 2014, an increase of 2.8% from $38.3 million for the nine months ended March 31, 2013. Pro forma agent commissions as a percentage of net transportation revenue decreased to 53.9% of net transportation revenue for the nine months ended March 31, 2014, compared to 54.6% for the nine months ended March 31, 2013.

Pro forma personnel costs were $15.6 million for the nine months ended March 31, 2014, an increase of 6.3% from $14.6 million for the nine months ended March 31, 2013. Pro forma personnel costs as a percentage of net transportation revenue increased to 21.3% of net transportation revenue for the nine months ended March 31, 2014, compared to 20.8% for the nine months ended March 31, 2013.

Pro forma selling, general and administrative costs were $8.2 million for the nine months ended March 31, 2014, a decrease of 1.1% from $8.3 million for the nine months ended March 31, 2013. As a percentage of net transportation revenue, pro forma selling, general and administrative costs decreased to 11.2% for the nine months ended March 31, 2014, from 11.7% for the nine months ended March 31, 2013.

Pro forma depreciation and amortization costs were $3.8 million for the nine months ended March 31, 2014, a decrease of 20.2% from $4.8 million for the nine months ended March 31, 2013. As a percentage of net transportation revenue, pro forma depreciation and amortization costs decreased to 5.2% for the nine months ended March 31, 2014, from 6.8% for the nine months ended March 31, 2013.

Pro forma transition and lease termination costs were $1.5 million for the nine months ended March 31, 2013. As a percentage of net transportation revenue, non-recurring transition and lease termination costs was 2.2% for the nine months ended March 31, 2013. There were no such costs for the nine months ended March 31, 2014.

Pro forma change in contingent consideration totaled income of $1.4 million for the nine months ended March 31, 2014, an increase of 42.9% from $1.0 for the nine months ended March 31, 2013. As a percentage of net transportation revenue, pro forma change in contingent consideration increased to 1.9% for the nine months ended March 31, 2014, from 1.4% for the nine months ended March 31, 2013.

Pro forma income from operations was $7.5 million for the nine months ended March 31, 2014, compared to $3.6 million for the nine months ended March 31, 2013.

Pro forma other expense was $2.3 million for the nine months ended March 31, 2014, compared to $1.1 million for the nine months ended March 31, 2013.

Pro forma net income was $2.6 million for the nine months ended March 31, 2014, compared to $1.3 million for the nine months ended March 31, 2013.

The following table provides a reconciliation for the nine months ended March 31, 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):

	Nine months ended March 31,						Change
		2014			2013		Amount			Percent
Net transportation revenue	$	73,136		$	70,276		$	2,860			4.1	%

Net income attributable to common stockholders	$	2,579		$	1,330		$	1,249			93.9	%
Preferred stock dividends		580			—			580		NM

Net income attributable to Radiant Logistics, Inc.		3,159			1,330			1,829			137.5	%
Income tax expense		1,994			1,128			866			76.8	%
Depreciation and amortization		3,837			4,806			(969	)		(20.2	)%
Net interest expense		1,185			1,726			(541	)		(31.3	)%

EBITDA	$	10,175		$	8,990		$	1,185			13.2	%

Share-based compensation		488			330			158			47.9	%
Change in contingent consideration		(1,358	)		(950	)		(408	)		42.9	%
Acquisition related costs		308			52			256			492.3	%
Non-recurring legal costs		293			202			91			45.0	%
Lease termination costs		—			1,439			(1,439	)		(100.0	%)
Loss on write-off of debt discount		1,238			—			1,238		NM
Gain on litigation settlement, net		—			(368	)		368			(100.0	%)
Adjusted EBITDA		11,144			9,695			1,449			14.9	%
As a % of Net Revenues		15.2	%		13.8	%

Liquidity and Capital Resources

Net cash provided by operating activities was $8.5 million for the nine months ended March 31, 2014, compared to net cash provided of $3.6 million for the nine months ended March 31, 2013. The change was principally driven by increases in our accounts receivable and accounts payable, changes to our income tax deposits and payables, changes in our provision for doubtful accounts, changes in commissions payable, and changes in non-cash operating expenses.

Net cash used in investing activities was $8.9 million for the nine months ended March 31, 2014, compared to net cash used of $2.5 million for the nine months ended March 31, 2013. Use of cash for the nine months ended March 31, 2014 consisted of $7.5 million related to acquisitions, the purchase of $0.2 million in technology related equipment, and payments made to former shareholders of acquired operations totaling $1.3 million. Use of cash for the nine months ended March 31, 2013 consisted of $0.6 million related to acquisitions, the purchase of $0.3 million in furniture and equipment, and payments made to the former shareholders of acquired operations totaling $1.6 million.

Net cash provided by financing activities was $3.4 million for the nine months ended March 31, 2014, compared to net cash provided of $0.2 million for the nine months ended March 31, 2013. The cash provided by financing activities for the nine months ended March 31, 2014 consisted primarily of repayments to the credit facility of $3.7 million, distributions to the non-controlling interest of less than $0.1 million, repayments of senior subordinated promissory notes of $10.0 million, repayments of notes payable of $2.0 million, payment of employee tax withholdings related to net share settlements of stock option exercises of $0.6 million and contingent consideration payments made to former shareholders of acquired operations of $0.3 million, offset by proceeds from the preferred stock offering of $19.3 million and proceeds and a tax benefit from the exercise of stock options of $0.7 million. Cash provided by financing activities for the nine months ended March 31, 2013 consisted primarily of proceeds from the credit facility of $0.2 million, offset by distributions to the non-controlling interest of $0.1 million.

We believe that our existing balances of cash and cash equivalents will be sufficient to satisfy our working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our existing operations over the next 12 months.

Credit Facility

We have a $30.0 million senior credit facility (the “Credit Facility”) with Bank of America, N.A. (the “Lender”) that includes a $2.0 million sublimit to support letters of credit and matures on August 9, 2018. The Credit Facility is collateralized by accounts receivable and other assets of the Company and its subsidiaries. Advances under the Credit Facility are available to fund future acquisitions, capital expenditures, repurchase of our stock or for other corporate purposes. Borrowings under the Credit Facility accrue interest, at the Company’s option, at the Lender’s base prime rate minus 0.50% or LIBOR plus 2.25%. The rates can be subsequently adjusted based on our 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.

DBA Notes Payable

In connection with the DBA acquisition, we issued promissory notes in the amount of $4.8 million payable to the former shareholders of DBA. The notes accrue interest at a rate of 6.5%, payable on a quarterly basis, and are payable annually on April 6 in three equal payments. In May 2011, we elected to satisfy $2.4 million of the notes through the issuance of our common stock. The balance of the notes payable was repaid in April 2014.

On Time Notes Payable

In connection with the On Time acquisition, we issued promissory notes 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 balance of the notes payable was repaid in January 2014.

Acquisitions

Our agreements with respect to the acquisitions of ISLA, ALBS, Marvir, IFS, On Time and PCA contain future consideration provisions that provide for the selling shareholder to receive additional consideration if specified operating objectives and financial results are achieved in future periods. For additional information regarding the acquisitions and potential earn-out payments, see Note 3 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended June 30, 2013 and Note 3 of this Form 10-Q for recent acquisitions.

Off Balance Sheet Arrangements

As of March 31, 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 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.

Item 4.

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 March 31, 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 March 31, 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.

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) during the fiscal quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

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 it remains subject to a motion for judgment notwithstanding the verdict made by the Defendants. Any procedural motions that are decided in a manner inconsistent with the jury verdict will likely be appealed by us. The ultimate resolution of this dispute is not expected to occur in the near term given that the non-prevailing party will likely make further appeal. Accordingly, we will not record the benefit of any such award into our financial statements until such time as the dispute has been fully adjudicated and collected.

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 RGL and DBA, as well as a series of unrelated third party employee staffing businesses (collectively, the “Staffing Defendants”). In the lawsuit, Ms. Barahona seeks penalties under California law, alleging, on an unsubstantiated basis, that she and putative, yet unnamed class members, 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. The case remains in the early stage subject to certain preliminary procedural motions. We intend to vigorously defend against these allegations as, based upon our preliminary evaluation of applicable payroll records and legal standards: (i) we believe that the Plaintiff’s request for class certification is overly broad and cannot meet California’s class action certification requirements; and (ii) we do not believe that the named Plaintiff has raised a cause of action for which relief is available or appropriate. However, since this case remains in the very early stages of litigation, we can offer no assurances as to the final disposition 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") against us, PCA, and Philippe Gabay ("Gabay"),. The case was filed by SBA principally in response to our March 1, 2014: (i) appointment of Gabay as VP of Business Development; and (ii) acquisition of certain PCA assets in connection with the expansion of our operations in the Mid-Atlantic Region of the United States. SBA is claiming unspecified damages against all of the defendants alleging, among others, that the actions of the defendants, including us, violated an SBA agreement 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. Although we believe that the case has been asserted by SBA principally in response to, and to disrupt, our competitive position in the market, and that the case is otherwise without merit, since the case remains in the early stages of litigation, there can be no assurances as to the ultimate outcome of the matter. We and our co-defendants intend to vigorously defend the matter.

In addition to the foregoing, we are involved in various other claims and legal actions arising in the ordinary course of business. 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2014, we issued (i) 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, and (ii) 17,083 shares of common stock to the former owners of PCA in satisfaction of $50,000 of the purchase price. We issued the foregoing securities in reliance on the safe harbor and exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, without engaging in any general solicitation, and without payment of underwriter discounts or commissions to any person.

Item 6. Exhibits

Exhibit No.	Exhibit	Method of Filing

31.1	Certification by Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification by Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

101.INS	XBRL Instance	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema	Filed herewith

101.CAL	XBRL Taxonomy Extension Calculation	Filed herewith

101.DEF	XBRL Taxonomy Extension Definition	Filed herewith

101.LAB	XBRL Taxonomy Extension Label	Filed herewith

101.PRE	XBRL Taxonomy Extension Presentation	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		RADIANT LOGISTICS, INC.
Date: May 14, 2014		/s/ Bohn H. Crain Bohn H. Crain Chief Executive Officer (Principal Executive Officer)

Date: May 14, 2014

/s/ Todd E. Macomber
Todd E. Macomber
Senior Vice President and Chief Financial Officer

(Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Exhibit

31.1		Certification by Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification by Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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