10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2016

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

For the transition period from to

Commission File Number 001-35392

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	04-3625550
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

	405 114th Ave S.E., Bellevue, WA 98004
	(Address of principal executive offices)
	(425) 943-4599
	(Registrant’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  ☒    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  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐

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

There were 48,789,088 shares issued and outstanding of the registrant’s common stock, par value $.001 per share, as of November 4, 2016.

RADIANT LOGISTICS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements - Unaudited
	Condensed Consolidated Balance Sheets as of September 30, 2016 and June 30, 2016	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Income for the three months ended September 30, 2016 and 2015	4
	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended September 30, 2016	5
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2016 and 2015	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 6.	Exhibits	31

2

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

(unaudited)

(In thousands, except share and per share data)	September 30,			June 30,
	2016			2016
ASSETS
Current assets:
Cash and cash equivalents	$	7,804		$	4,768
Accounts receivable, net of allowance of $1,852 and $1,806, respectively		114,051			101,035
Employee and other receivables		396			635
Income tax deposit		157			1,525
Prepaid expenses and other current assets		7,440			5,410
Total current assets		129,848			113,373
Technology and equipment, net		12,114			12,453
Acquired intangibles, net		69,917			71,941
Goodwill		62,888			62,888
Deposits and other assets		2,866			2,814
Total long-term assets		135,671			137,643
Total assets	$	277,633		$	263,469
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued transportation costs	$	84,541		$	75,071
Commissions payable		10,085			8,280
Other accrued costs		5,772			5,331
Due to former shareholders of acquired operations		—			50
Current portion of notes payable		2,419			2,416
Current portion of contingent consideration		3,834			3,387
Current portion of transition and lease termination liability		1,809			1,838
Other current liabilities		122			138
Total current liabilities		108,582			96,511
Notes payable, net of current portion		29,760			28,903
Contingent consideration, net of current portion		3,901			4,098
Transition and lease termination liability, net of current portion		463			658
Deferred rent liability		934			851
Deferred tax liability		12,151			12,525
Other long-term liabilities		1,071			742
Total long-term liabilities		48,280			47,777
Total liabilities		156,862			144,288
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 839,200 shares issued and    outstanding, liquidation preference of $20,980		1			1
Common stock, $0.001 par value, 100,000,000 shares authorized; 48,880,391 and 48,857,506    shares issued, and 48,788,593 and 48,857,506 shares outstanding, respectively		30			30
Additional paid-in capital		114,692			114,392
Treasury stock, at cost, 91,798 and 0 shares, respectively		(253	)		—
Deferred compensation		—			(1	)
Retained earnings		5,932			4,581
Accumulated other comprehensive income		319			98
Total Radiant Logistics, Inc. stockholders’ equity		120,721			119,101
Non-controlling interest		50			80
Total stockholders’ equity		120,771			119,181
Total liabilities and stockholders’ equity	$	277,633		$	263,469

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

3

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(unaudited)

(In thousands, except share and per share data)	Three Months Ended September 30,
		2016			2015
Revenues	$	195,133		$	215,495
Cost of transportation		146,124			164,782
Net revenues		49,009			50,713
Operating partner commissions		23,351			22,298
Personnel costs		12,778			14,443
Selling, general and administrative expenses		5,782			6,463
Depreciation and amortization		3,006			3,105
Transition and lease termination costs		476			3,163
Change in contingent consideration		250			(412	)
Total operating expenses		45,643			49,060
Income from operations		3,366			1,653
Other income (expense):
Interest income		4			7
Interest expense		(639	)		(1,418	)
Foreign exchange gain		201			250
Other		194			95
Total other expense:		(240	)		(1,066	)
Income before income tax expense		3,126			587
Income tax expense		(1,252	)		(233	)
Net income		1,874			354
Less: Net income attributable to non-controlling interest		(12	)		(15	)
Net income attributable to Radiant Logistics, Inc.		1,862			339
Less: Preferred stock dividends		(511	)		(511	)
Net income (loss) attributable to common stockholders	$	1,351		$	(172	)
Other comprehensive income
Foreign currency translation gain		221			855
Comprehensive income	$	1,572		$	683
Net income (loss) per common share - basic and diluted	$	0.03		$	—
Weighted average shares outstanding:
Basic shares		48,861,511			47,375,437
Diluted shares		49,534,395			47,375,437

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

4

RADIANT LOGISTICS, INC.

Condensed Consolidated Statement of Stockholders’ Equity

(unaudited)

	RADIANT LOGISTICS, INC. STOCKHOLDERS' EQUITY
(In thousands, except share and per share data)	Preferred Stock				Common Stock					Additional Paid-in			Treasury			Deferred			Retained			Accumulated Other Comprehensive		Non- Controlling			Total Stockholders’
	Shares		Amount		Shares			Amount		Capital			Stock			Compensation			Earnings			Income		Interest			Equity
Balance as of June 30, 2016		839,200	$	1		48,857,506		$	30	$	114,392		$	—		$	(1	)	$	4,581		$	98	$	80		$	119,181
Repurchase of common    stock		—		—		(91,798	)				—			(253	)		—			—			—		—			(253	)
Share-based compensation		—		—		—			—		330			—			—			—			—		—			330
Amortization of deferred    compensation		—		—		—			—		—			—			1			—			—		—			1
Cashless exercise of stock    options		—		—		22,885			—		(30	)		—			—			—			—		—			(30	)
Preferred dividends paid		—		—		—			—		—			—			—			(511	)		—		—			(511	)
Distribution to non-    controlling interest		—		—		—			—		—			—			—			—			—		(42	)		(42	)
Net income		—		—		—			—		—			—			—			1,862			—		12			1,874
Comprehensive income		—		—		—			—		—			—			—			—			221		—			221
Balance as of September 30, 2016		839,200	$	1		48,788,593		$	30	$	114,692		$	(253	)	$	—		$	5,932		$	319	$	50		$	120,771

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

5

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)	Three Months Ended September 30,
		2016			2015
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net income	$	1,874		$	354
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
share-based compensation expense		331			390
amortization of intangibles		2,074			2,195
depreciation and leasehold amortization		932			910
Deferred income tax benefit		(422	)		(435	)
amortization of loan fees		80			101
change in contingent consideration		250			(412	)
transition and lease termination costs		21			2,522
loss on disposal of technology and equipment		9			54
change in (recovery of) provision for doubtful accounts		46			(178	)
CHANGE IN OPERATING ASSETS AND LIABILITIES:
accounts receivable		(13,294	)		1,121
employee and other receivables		239			(98	)
income tax deposit		1,380			(1,585	)
prepaid expenses, deposits and other assets		(2,129	)		1,793
accounts payable and accrued transportation costs		9,642			(1,185	)
commissions payable		1,805			(445	)
other accrued costs		451			(377	)
other liabilities		327			268
deferred rent liability		85			(232	)
transition and lease termination liability		(221	)		(121	)
Net cash provided by operating activities		3,480			4,640
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition during the fiscal year		(50	)		—
Purchases of technology and equipment		(662	)		(995	)
Proceeds from sale of technology and equipment		37			66
Payments to former shareholders of acquired operations		(50	)		(684	)
Net cash used for investing activities		(725	)		(1,613	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from (repayments to) credit facility, net of credit fees		1,712			(37,708	)
Repayments of notes payable		(585	)		(42	)
Proceeds from stock offering, net of offering costs		—			38,430
Purchases of treasury stock		(253	)		—
Payment of preferred stock dividends		(511	)		(511	)
Distribution to non-controlling interest		(42	)		—
Payments of employee tax withholdings related to cashless stock option exercises		(30	)		(86	)
Tax benefit from exercise of stock options		—			58
Net cash provided by financing activities		291			141
Effect of exchange rate changes on cash and cash equivalents		(10	)		(205	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		3,036			2,963
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		4,768			7,268
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	7,804		$	10,231
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid	$	333		$	401
Interest paid	$	570		$	1,406

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

6

RADIANT LOGISTICS, INC.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

(All amounts in these footnotes other than share amounts and per share amounts are in thousands)

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

The Company

Radiant Logistics, Inc. (the “Company”) operates as a third party logistics company, providing multi-modal transportation and logistics services primarily in the United States and Canada. The Company services a large and diversified account base consisting of consumer goods, food and beverage, manufacturing and retail customers which it supports from an extensive network of over 100 operating locations across North America, as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network including 18 Company-owned offices. As a third party logistics company, the Company has approximately 10,000 asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines, in its carrier network. The Company believes shippers value its services because it is able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service since it is not influenced by the ownership of transportation assets. In addition, the Company’s minimal investment in physical assets affords it the opportunity for higher return on invested capital and net cash flows than the Company’s asset-based competitors.

Through its operating locations across North America, the Company offers domestic and international air and ocean freight forwarding services and freight brokerage services including truckload services, less than truckload services and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. The Company’s primary business operations involve arranging the shipment, on behalf of its 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, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services, including customs brokerage, order fulfillment, inventory management and warehousing services to complement its core transportation service offering.

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s new truck brokerage and intermodal service offerings, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company is creating density in its trade lanes which creates opportunities for the Company to more efficiently source and manage its transportation capacity.

In addition to its focus on organic growth, it will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

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, 2016.

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 Radiant Global Logistics, Inc. (“RGL”), and 60% owned by Radiant Capital Partners, LLC (“RCP”, see Note 8), an affiliate of Bohn H. Crain, the Company’s Chief Executive Officer, whose accounts are included in the condensed consolidated financial statements. All significant intercompany balances and transactions have been eliminated. All amounts in the condensed consolidated financial statements are stated in thousands, except share and per share amounts.

7

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 carrying values of the Company’s receivables, accounts payable and accrued transportation costs, commissions payable, other accrued costs, and the income tax deposit approximate the fair values due to the relatively short maturities of these instruments. The carrying value of the Company’s credit facility and other long-term liabilities would not differ significantly from fair value (based on Level 2 inputs) 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. Cash balances may at times exceed federally insured limits. 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 condensed 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 $5,678 and $4,434 as of September 30, 2016 and June 30, 2016, 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 in order 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.

8

The Company derives a substantial portion of its revenue through independently-owned strategic operating partner locations operating under various Company brands. Each individual strategic operating partner is responsible for some or all of the bad debt expense related to the underlying customers being serviced by such operating partner. To facilitate this arrangement, certain strategic operating partners are 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 strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days. 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, as well as other deficit balances owed to us by our strategic operating partners, are recognized as a receivable in the Company’s financial statements. Other strategic operating partners are not responsible to establish a bad debt reserve, however, they are still responsible for deficits and their strategic operating partner agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual strategic operating partner in satisfaction of any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these strategic operating partners. However, to the extent any of these operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amount.

g) Technology and Equipment

Technology (computer software, hardware, and communications), vehicles, furniture and equipment are stated at cost, less accumulated depreciation over the estimated useful lives of the respective assets. Depreciation is computed using three to fifteen year lives for vehicles, communication, office, furniture, and computer equipment using the straight line method of depreciation. Computer software is depreciated over a three to five year life using the straight line method of depreciation. For leasehold improvements, the cost is amortized 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 or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized.

h) Goodwill

Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. 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 September 30, 2016, management believes there are no indications of impairment.

i) Long-Lived Assets

Acquired intangibles consist of customer related intangibles, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangibles are amortized using the straight-line method over a period of up to 10 years, trademarks and trade names are amortized using the straight line method over 15 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 September 30, 2016.

9

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 condensed 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 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 condensed 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 March 2022. Rent expense is recognized straight line over the term of the lease. Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	3,470
2018		3,960
2019		3,289
2020		3,030
2021		2,301
Thereafter		973
Total minimum lease payments	$	17,023

Rent expense amounted to $1,217 and $1,228 for the three months ended September 30, 2016 and 2015, respectively.

l) Lease Termination and Transition Costs

Lease termination costs consist of expenses related to future rent payments for which the Company no longer intends 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. Transition costs consist of non-recurring personnel costs that will be eliminated in connection with the winding-down of the historical back-office of Service by Air, Inc. (“SBA”) and other operating locations.

The transition and lease termination liability consists of the following:

(In thousands)	LeaseTermination Costs			Retention and Severance Costs		Non-recurring Personnel Costs			Total
Balance as of June 30, 2016	$	1,815		$	681	$	—		$	2,496
Lease termination and transitions costs		3			18		455			476
Payments and other		(245	)		—		(455	)		(700	)
Balance as of September 30, 2016	$	1,573		$	699	$	—		$	2,272

10

m) 401(k) Savings Plans

The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plans were $182 and $147 for the three months ended September 30, 2016 and 2015, respectively.

n) Income Taxes

Deferred income taxes are reported using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, 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 generally does not own transportation assets. The Company generates the major portion of its freight forwarding revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to its customers. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a House Airway Bill or a House Ocean Bill of Lading are recognized at the time the freight is tendered to the direct carrier at origin net of duties and taxes. Costs related to the shipments are also recognized at this same time based upon anticipated margins, contractual arrangements with direct carriers, and other known factors. The estimates are routinely monitored and compared to actual invoiced costs. The estimates are adjusted as deemed necessary by the Company to reflect differences between the original accruals and actual costs of purchased transportation.

This method generally results in recognition of revenues and purchased transportation costs earlier than the preferred methods under GAAP which does not recognize revenue until a proof of delivery is received or which recognizes revenue as progress on the transit is made. The Company’s method of revenue and cost recognition does not result in a material difference from amounts that would be reported under such other methods.

All other revenue, including revenue from other value-added services including brokerage services, warehousing and fulfillment services, is recognized upon completion of the service.

p) Share-Based Compensation

The Company has issued restricted stock awards and stock options to certain directors, officers and employees. The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans.

The Company recorded share-based compensation expense of $331 and $390 for the three months ended September 30, 2016 and 2015, respectively.

q) Basic and Diluted Income Per Share

Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as stock awards and stock options, had been issued and if the additional common shares were dilutive. Net income attributable to common stockholders is calculated after earned preferred stock dividends, whether or not declared.

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For the three months ended September 30, 2016, the weighted average outstanding number of dilutive common shares totaled 49,534,395 shares of common stock, including unvested restricted stock awards and options to purchase 3,880,012 shares of common stock as of September 30, 2016, of which 2,231,119 were excluded as their effect would have been antidilutive. For the three months ended September 30, 2015, the weighted average outstanding number of dilutive common shares totaled 47,375,437 shares of common stock. Unvested restricted stock awards and options to purchase 4,481,608 shares of common stock were excluded from the diluted income per share for the three months ended September 30, 2015, as there was a net loss and their effect would have been antidilutive.

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

	Three Months Ended September 30,
	2016		2015
Weighted average basic shares outstanding		48,861,511		47,375,437
Dilutive effect of share-based awards		672,884		—
Weighted average dilutive shares outstanding		49,534,395		47,375,437

r) Foreign Currency Translation

For the Company’s significant foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at period-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive (loss) income. Gains and losses on transactions of monetary items are recognized in the condensed consolidated statements of operations.

s) Reclassifications

Certain amounts for prior periods have been reclassified in the Company’s condensed consolidated financial statements to conform to the classification used in fiscal year 2017.

t) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases, to replace existing guidance. The guidance requires the recognition of right-of-use assets and lease liabilities for operating leases with terms more than 12 months on the balance sheet. Guidance is also provided for the presentation of leases within the statement of operations and cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes, allowing the recognition of income tax consequences on intra-entity asset transfers. Current GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements.

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u) Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-09, Stock Compensation, to improve the accounting for share-based compensation. The guidance changes how companies account for certain aspects of share-based compensation and the related financial statement presentation. The ASU includes a requirement that the tax effect related to settled share-based awards be recorded as a component of income tax expense or benefit rather than as a component of changes to additional paid-in capital. Cash flows related to excess tax benefits are now reflected as an operating activity. In addition, this ASU simplifies accounting of forfeitures and allows a company to make an accounting policy to estimate the number of share-based awards that are expected to vest and develop a forfeiture rate or to recognize forfeitures as they occur. The Company has elected to account for forfeitures as they occur. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a prospective basis. As such, there were no changes to prior periods presented. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to the periods presented on the Company’s Condensed Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, to address eight specific cash flow issues to reduce existing divergence in practice. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a retrospective basis. The primary impact to the Company from this ASU is: 1) cash payments for debt prepayment or debt extinguishment are classified as cash outflows for financing activities; 2) cash payments made soon after an acquisition are classified as cash outflows for investing activities. Cash payments made after a business combination up to the amount of contingent consideration initially recorded are classified as cash outflows for financing activities. Any payments in excess of the amount initially recorded are classified as cash outflows from operating activities.. There is no change to the current presentation within the Condensed Consolidated Statements of Cash Flows.

In the prior fiscal year, the Company adopted ASU 2015-03, Imputation of Interest, and ASU 2015-17, Balance Sheet Classification of Deferred Taxes.

NOTE 3 – BUSINESS ACQUISITIONS

Fiscal Year 2016 Acquisition

Copper Logistics, Incorporated

On November 2, 2015, the Company acquired the operations and assets of Copper Logistics, Incorporated (“Copper”), a Minneapolis, Minnesota based company that provides a full range of domestic and international transportation and logistics services across North America. The Company has structured the transaction similar to previous acquisitions, with a portion of the expected purchase price payable in subsequent periods based on future performance of the acquired operation.

The results of operations for the business acquired are included in the financial statements as of the date of purchase.

NOTE 4 – TECHNOLOGY AND EQUIPMENT

(In thousands)	September 30,			June 30,
	2016			2016
Vehicles	$	4,832		$	4,890
Communication equipment		187			186
Office and warehouse equipment		646			608
Furniture and fixtures		592			581
Computer equipment		1,472			1,416
Computer software		9,107			8,596
Leasehold improvements		1,641			1,648
		18,477			17,925
Less: Accumulated depreciation and amortization		(6,363	)		(5,472	)
	$	12,114		$	12,453

Depreciation and amortization expense related to technology and equipment was $932 and $910 for the three months ended September 30, 2016 and 2015, respectively.

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NOTE 5 – ACQUIRED INTANGIBLE ASSETS

The table below reflects acquired intangible assets related to all acquisitions:

(In thousands)	September 30,			June 30,			Weighted-Average
	2016			2016			Life
Customer related	$	85,874		$	85,824		7.9 years
Trade names and trademarks		14,069			14,069		13.5 years
Covenants not to compete		740			740		1.3 years
		100,683			100,633
Less: Accumulated amortization		(30,766	)		(28,692	)
	$	69,917		$	71,941

Amortization expense amounted to $2,074 and $2,195 for the three months ended September 30, 2016 and 2015, respectively. Future amortization expense for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	6,230
2018		8,245
2019		8,201
2020		8,089
2021		8,026
Thereafter		31,126
	$	69,917

NOTE 6 – NOTES PAYABLE AND OTHER LONG-TERM DEBT

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

(In thousands)	September 30,			June 30,
	2016			2016
Long-term Credit Facility	$	11,460		$	9,766
Senior Secured Loan		21,209			22,081
Other notes payable		291			338
Less: Loan issuance costs		(781	)		(866	)
Total notes payable and other long-term debt		32,179			31,319
Less: Current portion		(2,419	)		(2,416	)
Total notes payable, net of current portion	$	29,760		$	28,903

Future maturities of notes payable and other long-term debt for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	1,801
2018		2,484
2019		13,959
2020		2,670
2021		2,854
Thereafter		9,192
	$	32,960

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Bank of America Credit Facility

The Company has a $65.0 million senior credit facility (the “Credit Facility”) with Bank of America, N.A. (the “Lender”) on its own behalf and as agent to the other lenders named therein, currently consisting of the Bank of Montreal (as the initial member of the syndicate under such loan), pursuant to an Amended and Restated Loan and Security Agreement. The Credit Facility includes a $2.0 million sublimit to support letters of credit and matures August 9, 2018.

Borrowings accrue interest based on the Company’s fixed charge coverage ratio at the Lender’s base rate plus 0.0% to 0.50% or LIBOR plus 1.50% to 2.25%. The Credit Facility provides for advances of up to 85% of the eligible Canadian and domestic accounts receivable, 75% of eligible accrued but unbilled domestic receivables and eligible foreign accounts receivable, all of which are subject to certain sub-limits, reserves and reductions. The Credit Facility is collateralized by a first-priority security interest in all of the assets of the U.S. co-borrowers, a first-priority security interest in all of the accounts receivable and associated assets of the Canadian co-borrowers (the “Canadian A/R Assets”) and a second-priority security interest on the other assets of the Canadian borrowers.

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 September 30, 2016, the Company was in compliance with all of its covenants.

As of September 30, 2016, based on available collateral and $0.4 million in outstanding letter of credit commitments, there was $43.2 million available for borrowing under the Credit Facility, excluding any availability attributable to accounts receivable of SBA.

Senior Secured Loan

In connection with the Company’s acquisition of Wheels, Wheels obtained a CAD$29.0 million senior secured Canadian term loan from Integrated Private Debt Fund IV LP (“IPD”) pursuant to a CAD$29,000,000 Credit Facilities Loan Agreement (the “IPD Loan Agreement”). The Company and its U.S. and Canadian subsidiaries are guarantors of the Wheels obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65% per annum. The Company is required to maintain 5 months interest in a debt service reserve account to be controlled by IPD. This amount is recorded as deposits and other assets in the accompanying condensed consolidated financial statements. The loan repayment consists of interest-only payments for the first 12 months followed by blended principal and interest payments for the next eight years. The loan may be prepaid in whole at any time upon providing at least 30 days prior written notice and paying the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to April 1, 2024, and (ii) the face value of the principal amount being prepaid. As of September 30, 2016, the Company was in compliance with all of its covenants.

The loan is collateralized by a (i) first-priority security interest in all of the assets of Wheels except the Canadian A/R Assets, (ii) a second-priority security interest in the Canadian A/R Assets, and (iii) a second-priority security interest on all of the Company’s assets.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $0.001 per share and 100,000,000 shares of common stock, $0.001 per share.

Series A Preferred Stock

The Company has 839,200 shares of 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Shares”) liquidation preference $25.00 per share. Dividends on the Series A Preferred Shares are cumulative from the date of original issue and are payable on January 31, April 30, July 31 and October 31, 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 September 30, 2016, the Company was in compliance with this ratio.

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Commencing on December 20, 2018, the Company may redeem, at its option, the Series A Preferred Shares, in whole or in part, at a cash redemption price of $25.00 per share plus accrued and unpaid dividends (whether or not declared). Among other things, the Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or other mandatory redemption, and are not convertible into or exchangeable for any of the Company’s other securities. Holders of Series A Preferred Shares generally have no voting rights, except if the Company fails to pay dividends on the Series A Preferred Shares for six or more quarterly periods (whether consecutive or not). Under such circumstances, holders of Series A Preferred Shares will be entitled to vote to elect two additional directors to the Company’s Board of Directors, until all unpaid dividends have been paid or declared and set aside for payment. In addition, certain changes to the terms of the Series A Preferred Shares cannot be made without the affirmative vote of the holders of two-thirds of the outstanding Series A Preferred Shares, voting as a separate class. The Series A Preferred Shares are senior to the Company’s common stock with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding up. The Series A Preferred Shares are listed on the NYSE MKT under the symbol “RLGT-PA.”

For the three months ended September 30, 2016, the Company’s board of directors declared and paid cash dividends to holders of Series A Preferred Shares in the amount of $0.609375 per share, totaling $511.

Common Stock

In January 2016, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2016. Under the stock repurchase program, the Company is authorized to repurchase, from time-to-time, shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice. Under this repurchase program, the Company purchased 91,798 shares of its common stock at an average cost of $2.75 per share for an aggregate cost of $253 for the three months ended September 30, 2016. Prior to this fiscal quarter, there were no purchases of common stock executed under the repurchase 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 months ended September 30, 2016, RLP recorded $20 in profits, of which RCP’s distributable share was $12. For the three months ended September 30, 2015, RLP recorded $25 in profits, of which RCP’s distributable share was $15. The non-controlling interest recorded as a reduction of income on the condensed consolidated 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:

(In thousands)	Fair Value Measurements as of September 30, 2016
	Level 3		Total
Contingent consideration	$	7,735	$	7,735
	Fair Value Measurements as of June 30, 2016
	Level 3		Total
Contingent consideration	$	7,485	$	7,485

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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 condensed consolidated statements of operations. The Company recorded an increase to contingent consideration of $250 and a decrease of $412 for the three months ended September 30, 2016 and 2015, respectively. The change in the current period is principally attributable to a net increase in management’s estimates of future earn-out payments through the remainder of its earn-out periods.

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 $16,009, through earn-out periods measured through November 2019, although there are no maximums on certain earn-out payments. Contingent consideration is net of advances on earn-out payments of $689, and also includes approximately $3.8 million that was earned during fiscal year 2016 and is payable November 2016.

The following table provides a reconciliation of the beginning and ending liabilities for the liabilities measured at fair value using significant unobservable inputs (Level 3):

(In thousands)	Contingent Consideration
Balance as of June 30, 2016	$	7,485
Change in fair value		250
Balance as of September 30, 2016	$	7,735

NOTE 10 – PROVISION FOR INCOME TAXES

(In thousands)	Three Months Ended September 30,
	2016			2015
Current income tax expense	$	1,674		$	668
Deferred income tax benefit		(422	)		(435	)
Income tax expense	$	1,252		$	233

The Company’s effective tax rate for the three months ended September 30, 2016 and 2015 is higher than the U.S. federal statutory rate primarily due to state income taxes and losses in a foreign jurisdiction that is being benefited at a lower foreign rate.

The Company and its wholly owned U.S. subsidiaries file a consolidated Federal income tax return. The Company also files unitary or separate returns in various state, local, and non-U.S. jurisdictions based on state, local and non-U.S. filing requirements. Tax years which remain subject to examination by U.S. authorities are the years ended June 30, 2013 through June 30, 2016. Tax years which remain subject to examination by state authorities are the years ended June 30, 2012 through June 30, 2016. Tax years which remain subject to examination by non-U.S. authorities are the periods ended December 31, 2012 through June 30, 2016. Occasionally acquired entities have tax years that differ from the Company and are still open under the relevant statute of limitations and therefore are subject to potential adjustment.

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. The Company recognized share-based compensation expense related to stock awards of $1 for each of the three months ended September 30, 2016 and 2015. During the three months ended September 30, 2016, there was no change to the 1,078 unvested shares.

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Stock Options

For the three months ended September 30, 2016 and 2015, the Company recognized share-based compensation expense related to stock options of $330 and $389, respectively. The aggregate intrinsic value of options exercised was $99 and $280 for the three months ended September 30, 2016 and 2015, respectively.

During the three months ended September 30, 2016, the weighted average fair value per share of employee stock options granted was $1.52. The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three Months Ended September 30, 2016
Risk-free interest rate		1.15%
Expected term	6.5 years
Expected volatility		48.02%
Expected dividend yield		0.00%

The following table summarizes the activity under the plan:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of June 30, 2016		3,855,290		$	2.95		6.95	$	2,530
Granted		150,000			3.16		10.00		—
Exercised		(77,800	)		1.69		—		—
Forfeited		(48,556	)		4.21		—		—
Outstanding as of September 30, 2016		3,878,934		$	2.95		6.98	$	2,119
Exercisable as of September 30, 2016		1,658,505		$	2.05		5.42	$	1,751

NOTE 12 – CONTINGENCIES

Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business, some of which are in the very early stages of litigation and therefore difficult to judge their potential materiality. For those claims for which we can judge the materiality, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. Legal expenses are expensed as incurred. A summary of potential material litigation is as follows.

Ingrid Barahona v. Accountabilities, Inc. d/b/a/ Accountabilities Staffing, Inc., Radiant Global Logistics, Inc. and DBA Distribution Services, Inc. (Ingrid Barahona California Class Action)

On October 25, 2013, plaintiff Ingrid Barahona filed a purported class action lawsuit against RGL, DBA Distribution Services, Inc. (“DBA”), and two third-party staffing companies (collectively, the “Staffing Defendants”) with whom Radiant and DBA contracted for temporary employees. In the lawsuit, Ms. Barahona, on behalf of herself and the putative class, seeks damages and penalties under California law, plus interest, attorneys’ fees, and costs, along with equitable remedies, alleging that she and the putative class were the subject of unfair and unlawful business practices, including certain wage and hour violations relating to, among others, failure to provide meal and rest periods, failure to pay minimum wages and overtime, and failure to reimburse employees for work-related expenses. Ms. Barahona alleges that she was jointly employed by the staffing companies and Radiant and DBA. Radiant and DBA deny Ms. Barahona’s allegations in their entirety, deny that they are liable to Ms. Barahona or the putative class members in any way, and are vigorously defending against these allegations based upon a preliminary evaluation of applicable records and legal standards.

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If Ms. Barahona’s allegations were to prevail on all claims the Company, as well as its co-defendants, could be liable for uninsured damages in an amount that, while not significant when evaluated against either the Company’s assets or current and expected level of annual earnings, could be material when judged against the Company’s earnings in the particular quarter in which any such damages arose, if at all. However, based upon the Company’s preliminary evaluation of the matter, it does not believe it is likely to incur material damages, if at all, since, among others: (i) the amount of any potential damages remains highly speculative at this stage of the proceedings; (ii) the Company does not believe as a matter of law it should be characterized as Ms. Barahona’s employer and codefendant Accountabilities admitted to being the employer of record, (iii) any settlement will be properly apportioned between all named defendants and Radiant and DBA will not exclusively fund the settlement; (iv) wage and hour class actions of this nature typically settle for amounts significantly less than plaintiffs’ demands because of the uncertainly with litigation and the difficulty in taking these types of cases to trial; and (v) Plaintiff has indicated her desire to resolve this matter through a mediated settlement. Plaintiff admitted in a report to the court that she is unable to prosecute the case because the payroll and personnel records she needs are in the possession of Tri-State and/or Accountabilities, and the case has been stayed as to them pending resolution of their chapter 11 bankruptcy proceedings. In January 2016, the court held a status conference, which has since been continued until December 28, 2016 so the parties can attempt to obtain the necessary documents. DBA and Radiant are currently attempting to obtain the necessary records through the Tri-State and Accountabilities’ Trustee. At this time, the Company is unable to express an opinion as to the likely outcome of the matter.

High Protection Company, a Utah Company, Plaintiff v. Professional Air Transportation, LLC, a Utah Limited Liability Company, d/b/a ADCOM, SLC; Radiant Logistics, Inc., a Foreign Corporation; ADCOM World-Wide,, an Operating Division of Radiant Logistics, Inc.; Radiant Global Logistics, Inc., a Foreign Corporation, d/b/a Container Lines; Felipe Lake, an individual, Rubens Correa, an individual; and Does 1-100, Defendants, United States District Court of Utah (Central), Civil Docket No. 2:14-cv-00466-TC-BCW (formerly Salt Lake County, Utah, Case # 140902965)

On or about May 27, 2014, the Company, together with its co-defendants, including certain of its subsidiaries, were sued in the Third Judicial District Court, Salt Lake County, State of Utah. The matter was subsequently removed to the Federal Courts in the United States District Court, for the District of Utah. The lawsuit alleges liability and damages arising from the ocean shipment of five (5) armored vehicles from Jordan to the Kandahar Air Base, Afghanistan, commencing in August, 2011.

On April 10, 2011, the Plaintiff, High Protection Company, was awarded a contract from the United States Army in the amount of $0.7 million for the manufacture and delivery of five armored vehicles. The vehicles were to be delivered to the Kandahar Airfield in Kandahar, Afghanistan, by May 16, 2011. The delivery of the vehicles was delayed into 2013 due to various delays that occurred during the shipping process, including the closing of the border between Pakistan and Afghanistan from November 2011 to July 2012. In June 2013, the United States Army terminated its contract with the Plaintiff. Plaintiff asserted damages against the Company and its co-defendants in excess of $1.0 million, including loss of a $0.7 million contract with the United States Army, demurrage and storage charges now alleged to exceed $0.2 million, and loss of the vehicles.

Based upon the Company’s preliminary understanding of the claims, it does not believe it is likely to be exposed to damages, or damages that are material, since, among others: (i) the Company is insured for claims of this nature subject to a $1.0 million aggregate limit for all claims made and reported during the policy period (subject to a typical reservation of rights letter received from the Underwriter); (ii) the Company believes the Plaintiff’s losses, if any, were due, to a material extent, to its own contributory negligence; and (iii) the Plaintiff’s claim should be limited as a result of the limitations upon liability contained within the air bill of lading and other shipping documents used in the transaction.

A mediation took place in early 2016 and the parties were unable to come to a resolution. Subsequent to the mediation, the Company filed a Motion for Summary Judgment with the Court on the basis that the claim is time barred. Additionally, the Court, of its own accord, has asked the parties for briefing on the subject of “Jurisdiction”. The Court will permit additional briefing and additional discovery on both the Motion for Summary Judgment and the subject of Jurisdiction until January 2017. At that time, although no date has yet been set, the Court may request additional oral argument or additional briefing for the purposes of rendering determinations on the Motion for Summary Judgment and the legal issue with respect to Jurisdiction.

Contingent Consideration and Earn-out Payments

The Company’s agreements with respect to previous acquisitions contain future consideration provisions which provide for the selling equity owners 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 condensed 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.

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The following table represents the estimated undiscounted earn-out payments to be paid in each of the following fiscal years:

(In thousands)	2017 (remaining)		2018		2019		2020		Total
Earn-out payments:
Cash	$	3,836	$	2,179	$	869	$	123	$	7,007
Equity		—		726		96		41		863
Total estimated earn-out payments (1)	$	3,836	$	2,905	$	965	$	164	$	7,870

(1) The Company generally has the right but not the obligation to satisfy a portion of the earn-out payments in stock.

NOTE 13 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions regarding allocation of resources and assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has two geographic operating segments: United States and Canada. Immaterial operations outside of the United States and Canada are reported in the United States segment.

The Company evaluates the performance of the segments primarily based on their respective revenues, net revenues and income from operations. Accordingly, capital expenditures and total assets are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes the costs of the Company’s executives, board of directors, professional services such as legal and consulting, amortization of acquired intangible assets and certain other corporate costs associated with operating as a public company. Intercompany transactions have been eliminated in the condensed consolidated balance sheets and statements of operations.

Three months ended September 30, 2016 (in thousands):	United States		Canada			Corporate/ Eliminations			Total
Revenues	$	171,680	$	24,801		$	(1,348	)	$	195,133
Net revenues		44,196		4,813			—			49,009
Income (loss) from operations		6,594		939			(4,167	)		3,366
Other income (expense)		346		48			(634	)		(240	)
Income (loss) before income tax expense		6,940		987			(4,801	)		3,126
Depreciation and amortization		585		164			2,257			3,006
Technology and equipment, net		9,541		1,479			1,094			12,114
Goodwill		42,984		19,904			—			62,888
Three months ended September 30, 2015 (in thousands):
Revenues	$	189,314	$	27,643		$	(1,462	)	$	215,495
Net revenues		45,885		4,828			—			50,713
Income (loss) from operations		7,953		(1,689	)		(4,611	)		1,653
Other income (expense)		106		239			(1,411	)		(1,066	)
Income (loss) before income tax expense		8,059		(1,450	)		(6,022	)		587
Depreciation and amortization		374		172			2,559			3,105
Technology and equipment, net		9,402		1,791			1,823			13,016
Goodwill		43,185		19,904			—			63,089

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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):

Three months ended September 30, 2016 (in thousands):	United States		Other Countries		Total
Revenue	$	120,612	$	74,521	$	195,133
Cost of transportation		87,488		58,636		146,124
Net revenue	$	33,124	$	15,885	$	49,009
Three months ended September 30, 2015 (in thousands):	United States		Other Countries		Total
Revenue	$	126,191	$	89,304	$	215,495
Cost of transportation		100,810		63,972		164,782
Net revenue	$	25,381	$	25,332	$	50,713

NOTE 14 – SUBSEQUENT EVENT

On October 14, 2016, the Company’s board of directors declared a cash dividend to holders of the Series A Preferred Shares in the amount of $0.609375 per share. The total declared dividend totaled $511 and was paid on October 31, 2016.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: the continued retention of our relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; the occurrence of no adverse developments affecting domestic and international economic, political or competitive conditions within our industry; transportation costs remaining in-line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain of our larger strategic operating partners; the absence of any adverse laws or 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 under the caption “Risk Factors” in our Form 10-K for the year ended June 30, 2016. 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. We disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the condensed consolidated financial statements and the related notes and other information included elsewhere in this report.

Overview

We operate as a third party logistics company, providing multi-modal transportation and logistics services primarily in the United States and Canada. We service a large and diversified account base consisting of consumer goods, food and beverage, manufacturing and retail customers which we support from an extensive network of approximately 140 operating locations across North America, as well as an integrated international service partner network located in other key markets around the globe. We provide these services through a multi-brand network including 18 Company-owned offices. As a third party logistics company, we have approximately 10,000 asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in our carrier network. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and net cash flows than our asset-based competitors.

Through our operating locations across North America, we offer domestic and international air and ocean freight forwarding services and freight brokerage services including truckload services, LTL services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. 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, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services, including customs brokerage and materials management and distribution solutions to complement our core transportation service offering.

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We expect to grow our business organically and by completing acquisitions of other companies with complementary geographic and logistics service offerings. Our organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of our new truck brokerage and intermodal service offerings, while continuing our efforts on the organic build-out of our network of strategic operating partner locations. In addition to our focus on organic growth, we continue to search for acquisition candidates that bring critical mass from a geographic standpoint and/or purchasing power along with complementary service offerings to the current platform. As we continue to grow and scale our business, we believe that we are creating density in our trade lanes which creates opportunities for us to more efficiently source and manage our transportation capacity. In addition, we remain focused on leveraging our back-office infrastructure to drive productivity improvement across the organization.

Performance Metrics

Our principal source of income is derived from freight forwarding and freight brokerage services we provide to our customers. As a third party logistics provider, 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. 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. 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 technology 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, foreign exchange gains and losses, extraordinary items, share-based compensation expense, non-recurring litigation expenses, and other non-cash charges. Adjusted EBITDA is then normalized by excluding non-recurring transition costs. While management considers EBITDA, adjusted EBITDA, and normalized 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.

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Results of Operations

Three months ended September 30, 2016 and 2015 (actual and unaudited)

The following table summarizes transportation revenue, cost of transportation and net transportation revenue by geographic operating segments for the three months ended September 30, 2016 and 2015 (in thousands):

	Three months ended September 30, 2016												Three months ended September 30, 2015
	United States			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Transportation revenue
Forwarding	$	138,720		$	1,015		$	(64	)	$	139,671		$	150,043		$	1,209		$	(60	)	$	151,192
Brokerage		31,858			23,031			(1,284	)		53,605			37,957			25,715			(1,402	)		62,270
		170,578			24,046			(1,348	)		193,276			188,000			26,924			(1,462	)		213,462
Cost of transportation
Forwarding		98,212			848			(64	)		98,996			108,800			1,009			(60	)		109,749
Brokerage		29,272			19,140			(1,284	)		47,128			34,629			21,806			(1,402	)		55,033
		127,484			19,988			(1,348	)		146,124			143,429			22,815			(1,462	)		164,782
Net transportation revenue
Forwarding		40,508			167			—			40,675			41,243			200			—			41,443
Brokerage		2,586			3,891			—			6,477			3,328			3,909			—			7,237
		43,094			4,058			—			47,152			44,571			4,109			—			48,680
Net transportation margins		25.3	%		16.9	%					24.4	%		23.7	%		15.3	%					22.8	%
Other value-added services		1,102			755			—			1,857			1,314			719			—			2,033
Net revenues	$	44,196		$	4,813		$	—		$	49,009		$	45,885		$	4,828		$	—		$	50,713

Forwarding revenue was $139.7 million and $151.2 million for the three months ended September 30, 2016 and 2015, respectively. The decrease of $11.5 million is primarily attributable to a decrease in the price of fuel along with the loss of a significant customer of On Time Express, Inc. (“OTE”) included in the comparable prior period. Forwarding net transportation revenue was $40.7 million for the three months ended September 30, 2016 compared to $41.4 million for the comparable prior year period. Although overall revenues decreased primarily due to a decrease in the price of fuel, which is generally a pass-through item, net revenues were relatively flat while net transportation margins increased from 27.4% to 29.1% over the comparable prior period.

Brokerage revenue was $53.6 million and $62.3 for the three months ended September 30, 2016 and 2015, respectively. The decrease of $8.7 million is primarily attributable to a decrease in the price of fuel along with softness in the market. Brokerage net transportation revenue was $6.5 million and $7.2 million for the three months ended September 30, 2016 and 2015, respectively. Net transportation margins increased from 11.6% to 12.1%, primarily as a result of the decrease in the price of fuel.

Other value added services were $1.9 million for the three months ended September 30, 2016, compared to $2.0 million for the comparable prior year period.

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The following table compares condensed consolidated statements of operations data by geographic operating segment for the three months ended September 30, 2016 and 2015 (in thousands):

	Three months ended September 30, 2016											Three months ended September 30, 2015
	United States			Canada		Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Net revenues	$	44,196		$	4,813	$	—		$	49,009		$	45,885		$	4,828		$	—		$	50,713
Operating partner commissions		23,351			—		—			23,351			22,298			—			—			22,298
Personnel costs		9,432			2,627		719			12,778			10,640			2,934			869			14,443
Selling, general and administrative expenses		3,758			1,083		941			5,782			3,453			1,415			1,595			6,463
Depreciation and amortization		585			164		2,257			3,006			374			172			2,559			3,105
Transition and lease termination costs		476			—		—			476			1,167			1,996			—			3,163
Change in contingent consideration		—			—		250			250			—			—			(412	)		(412	)
Total operating expenses		37,602			3,874		4,167			45,643			37,932			6,517			4,611			49,060
Income (loss) from operations		6,594			939		(4,167	)		3,366			7,953			(1,689	)		(4,611	)		1,653
Other income (expense)		346			48		(634	)		(240	)		106			239			(1,411	)		(1,066	)
Income (loss) before income tax expense		6,940			987		(4,801	)		3,126			8,059			(1,450	)		(6,022	)		587
Income tax expense		—			—		(1,252	)		(1,252	)		—			—			(233	)		(233	)
Net income (loss)		6,940			987		(6,053	)		1,874			8,059			(1,450	)		(6,255	)		354
Less: Net income attributable to non-controlling interest		(12	)		—		—			(12	)		(15	)		—			—			(15	)
Net income (loss) attributable to Radiant Logistics, Inc.		6,928			987		(6,053	)		1,862			8,044			(1,450	)		(6,255	)		339
Less: Preferred stock dividends		—			—		(511	)		(511	)		—			—			(511	)		(511	)
Net income (loss) attributable to common stockholders	$	6,928		$	987	$	(6,564	)	$	1,351		$	8,044		$	(1,450	)	$	(6,766	)	$	(172	)

Operating partner commissions increased $1.1 million, or 4.7%, to $23.4 million for the three months ended September 30, 2016 primarily due to increased commissions resulting from increases in net revenues from strategic operating partners.

Personnel costs decreased $1.6 million, or 11.5%, to $12.8 million for the three months ended September 30, 2016. The decrease is attributable to workforce reduction at OTE made in connection with the loss of a significant customer in the prior fiscal year, and a reduction in headcount due to a consolidation of operating locations.

Selling, general and administrative (“SG&A”) costs decreased $0.7 million, or 10.6%, to $5.8 million for the three months ended September 30, 2016. The decrease is primarily due to decreases in professional services costs associated with litigation and our recent acquisitions.

Depreciation and amortization costs decreased $0.1 million, or 3.2%, to $3.0 million for the three months ended September 30, 2016.

Transition and lease termination costs decreased $2.7 million, or 84.9%, to $0.5 million for the three months ended September 30, 2016. The decrease is primarily attributable to lease termination costs incurred in the prior period due to the consolidation effort at the Wheels Toronto location and the consolidation of the Service by Air, Inc. (“SBA”) New York-JFK office with our existing Radiant office. The current period amounts are non-recurring personnel costs for Service by Air, Inc. (“SBA”) that are expected to be eliminated in connection with the winding down of SBA’s historical back-office operations.

Change in contingent consideration represents the change in the fair value of contingent consideration due to former shareholders of acquired operations. Change in contingent consideration increased $0.7 million, or 160.7%, to $0.3 million for the three months ended September 30, 2016. The change in the current period is principally attributable to a net increase in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.

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Other expenses decreased $0.9 million, or 77.5%, to $0.2 million for the three months ended September 30, 2016. The decrease is primarily due to lower interest expense following the retirement of debt used to acquire Wheels.

Our increase in net income was driven principally by decreased, personnel costs, SG&A costs and interest expenses compared to the comparable prior year period, partially offset by an increase in income taxes.

Our future net income may be impacted by increased amortization of intangibles resulting from acquisitions as well as changes in contingent consideration, all of which may result in gains or losses that are difficult to predict.

The following table provides a reconciliation for the three months ended September 30, 2016 and 2015 of normalized adjusted EBITDA to net income (loss), the most directly comparable GAAP measure in accordance with SEC Regulation G (in thousands):

	Three months ended September 30, 2016												Three months ended September 30, 2015
	UnitedStates			Canada			Corporate/ Eliminations			Total			United States			Canada			Corporate/ Eliminations			Total
Net revenues	$	44,196		$	4,813		$	—		$	49,009		$	45,885		$	4,828		$	—		$	50,713
Net income (loss) attributable to common stockholders	$	6,928		$	987		$	(6,564	)	$	1,351		$	8,044		$	(1,450	)	$	(6,766	)	$	(172	)
Less: Preferred stock dividends		—			—			511			511			—			—			511			511
Net income (loss) attributable to Radiant Logistics, Inc.		6,928			987			(6,053	)		1,862			8,044			(1,450	)		(6,255	)		339
Income tax expense		—			—			1,252			1,252			—			—			233			233
Depreciation and amortization		585			164			2,257			3,006			374			172			2,559			3,105
Net interest expense		—			—			635			635			—			—			1,411			1,411
EBITDA		7,513			1,151			(1,909	)		6,755			8,418			(1,278	)		(2,052	)		5,088
Share-based compensation		220			—			111			331			199			63			128			390
Change in contingent consideration		—			—			250			250			—			—			(412	)		(412	)
Acquisition related costs		—			—			145			145			—			279			691			970
Legal costs		—			—			36			36			—			—			291			291
Non-recurring costs		—			—			6			6			—			—			49			49
Lease termination costs		3			—			—			3			176			1,882			—			2,058
Foreign exchange gain		(159	)		(42	)		—			(201	)		(14	)		(236	)		—			(250	)
Adjusted EBITDA		7,577			1,109			(1,361	)		7,325			8,779			710			(1,305	)		8,184
Transition costs		455			—			—			455			640			—			—			640
Normalized EBITDA	$	8,032		$	1,109		$	(1,361	)	$	7,780		$	9,419		$	710		$	(1,305	)	$	8,824
As a % of Net Revenues		18.2	%		23.0	%					15.9	%		20.5	%		14.7	%					17.4	%

Liquidity and Capital Resources

Net cash provided by operating activities was $3.5 million for the three months ended September 30, 2016, compared to $4.6 million for the three months ended September 30, 2015. The change was principally driven by our net income adjusted for contingent consideration, transition and lease termination costs, and changes in accounts receivable, accounts payable and commissions payable.

Net cash used for investing activities was $0.7 million for the three months ended September 30, 2016, compared to $1.6 million for the three months ended September 30, 2015. Use of cash for the three months ended September 30, 2016 consisted primarily of $0.7 million of purchases of technology and equipment. Use of cash for the three months ended September 30, 2015 consisted of purchases of $1.0 million in technology and equipment and $0.7 million of payments to former shareholders of acquired operations, offset by $0.1 million of proceeds from the sale of equipment.

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Net cash provided by financing activities was $0.3 million for the three months ended September 30, 2016, compared to $0.1 million for the three months ended September 30, 2015. Cash provided for the three months ended September 30, 2016 consisted of proceeds from our credit facility of $1.7 million, offset by payment of preferred stock dividends of $0.5 million, repayments of notes payable of $0.6 million, and purchases of treasury stock of $0.3 million. Cash provided for the three months ended September 30, 2015 consisted of $38.4 million of proceeds from our common stock offering, offset by repayments to our credit facility of $37.7 million, payment of preferred stock dividends of $0.5 million and payments of employee tax withholdings related to net share settlements of stock option exercises of $0.1 million.

Acquisitions

Our agreements with respect to our prior acquisitions contain future consideration provisions that provide for the prior owners of the acquired entities to receive additional consideration if specified operating objectives and financial results are achieved in future periods. For additional information regarding our acquisitions and potential earn-out payments, see Note 3 and Note 9 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2016, and Note 3 and Note 9 to our unaudited condensed consolidated financial statements contained elsewhere in this report.

Technology

A primary component of our business strategy is the continued development and implementation of advanced information systems to provide accurate and timely information to our management, strategic operating partners and customers. This includes a recent upgrade to our accounting system as well as investments in our overall network infrastructure. We intend to spend in excess of $3.0 million during the fiscal year ended June 30, 2017 in order to continue improving our technology systems, which we expect will include the implementation of a key transportation management system that will, among other things, more fully integrate our systems with our strategic operating partners and any new operations that we may acquire in the future.

Senior Credit Facility

We have a USD$65.0 million revolving credit facility (the “Senior Credit Facility”) with Bank of America, N.A. (“BofA”) on its own behalf and as agent to the other lenders named therein, currently consisting of the Bank of Montreal (as the initial member of the syndicate under such loan). The Senior Credit Facility matures on August 9, 2018 and is collateralized by a first-priority security interest in all of the assets of the U.S. co-borrowers, a first-priority security interest in all of the accounts receivable and associated assets of the Canadian co-borrowers (the “Canadian A/R Assets”) and a second-priority security interest on the other assets of the Canadian borrowers. Advances under the Senior Credit Facility were used to fund the Wheels acquisition and are available for future acquisitions, certain debt repayment and for other corporate purposes. Borrowings under the Senior Credit Facility accrue interest at a variable rate of interest based upon LIBOR and/or one or more other interest rate indices plus an applicable margin. The Senior Credit Facility provides for advances of up to 85% of our eligible Canadian and domestic accounts receivable, 75% of eligible accrued but unbilled domestic receivables and eligible foreign accounts receivable, all of which are subject to certain sub-limits, reserves and reductions.

The co-borrowers of the Senior Credit Facility include the following: (i) with respect to U.S. obligations under the Senior Credit Facility, Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners LLC, Adcom Express, Inc., Radiant Customs Services, Inc., DBA Distribution Services, Inc., International Freight Systems (of Oregon), Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Clipper Exxpress Company, Bluenose Finance LLC, Wheels MSM US, Inc., Service By Air, Inc., Highways and Skyways, Inc., and Radiant Trade Services, Inc.; and (ii) with respect to Canadian obligations under the Senior Credit Facility, Radiant Global Logistics, Ltd., Wheels Group Inc., 1371482 Ontario Inc., Wheels MSM Canada Inc., 2062698 Ontario Inc., Associate Carriers Canada Inc. and Wheels Associate Carriers Inc. As co-borrowers under the Senior Credit Facility, the accounts receivable of the foregoing entities are eligible for inclusion within the overall borrowing base of the Company and all borrowers ae responsible for repayment of the debt associated with applicable advances (U.S. or Canadian) under the Senior Credit Facility. In addition, we and our U.S. subsidiaries guarantee both the U.S. and Canadian obligations under the Senior Credit Facility, while our Canadian subsidiaries guarantee only the Canadian obligations under the Senior Credit Facility.

The terms of the Senior Credit Facility are subject to a financial covenant which may limit the amount otherwise available under such facility. The covenant requires us to maintain a basic fixed charge coverage ratio of at least 1.1 to 1.0 during any period (the “Trigger Period”) in which we are in default under the Senior Credit Facility, if total availability falls below $10.0 million or if U.S. availability is less than $6.0 million.

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Under the terms of the Senior Credit Facility, we are permitted to make additional acquisitions without the consent of the senior lenders only if certain conditions are satisfied. The conditions imposed by the Senior Credit Facility include the following: (i) the absence of an event of default under the Senior Credit Facility, (ii) the acquisition must be consensual; (iii) the company to be acquired must be in the transportation and logistics industry, located in the United States or certain other approved jurisdictions, and have a positive EBITDA for the 12 month period most recently ended prior to such acquisition, (iv) no debt or liens may be incurred, assumed or result from the acquisition, subject to limited exceptions, and (v) after giving effect for the funding of the acquisition, we must have availability under the Senior Credit Facility of at least the greater of 20% of the U.S.-based borrowing base and Canadian-based borrowing base or $12.5 million, and U.S. availability of at least $7.5 million. In the event that we are not able to satisfy the conditions of the Senior Credit Facility in connection with a proposed acquisition, we must either forego the acquisition, obtain the consent of the senior lenders, or retire the Senior Credit Facility. This may limit or slow our ability to achieve the critical mass we may need to achieve our strategic objectives.

As of September 30, 2016, we have gross availability of $55.1 million, net of letter of credit reserves of approximately $0.4 million for approximately $43.2 million in availability under the Senior Credit Facility to support future acquisitions and our ongoing working capital requirements, excluding any availability attributable to accounts receivable of SBA. We expect to structure acquisitions with certain amounts paid at closing, and the balance paid over a number of years in the form of earn-out installments which are payable based upon the future earnings of the acquired businesses payable in cash, stock or some combination thereof. As we continue to execute our acquisition strategy, we will be required to make significant payments in the future if the earn-out installments under our various acquisitions become due. While we believe that a portion of any required cash payments will be generated by the acquired businesses, we may have to secure additional sources of capital to fund the remainder of any cash-based earn-out payments as they become due. This presents us with certain business risks relative to the availability of capacity under our Senior Credit Facility, the availability and pricing of future fund raising, as well as the potential dilution to our stockholders to the extent the earn-outs are satisfied directly, or indirectly, from the sale of equity.

Senior Secured Integrated Private Debt Fund IV LP Term Loan

On April 2, 2015, Wheels obtained a CAD$29.0 million senior secured Canadian term loan from Integrated Private Debt Fund IV LP (“IPD”) pursuant to a $29,000,000 Credit Facilities Loan Agreement (the “IPD Loan Agreement”). The Company and its U.S. and Canadian subsidiaries are guarantors of the Wheels obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65% per annum. The loan repayment consists of interest-only payments for the first 12 months followed by blended principal and interest payments for the next eight years. The loan may be prepaid in whole at any time upon providing at least 30 days prior written notice and paying the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to April 1, 2024, and (ii) the face value of the principal amount being prepaid. In connection with the loan, we paid an amount equal to five months of interest payments into a debt service reserve account controlled by IPD.

The loan is collateralized by a (i) first-priority security interest in all of the assets of Wheels except the Canadian A/R Assets, (ii) a second-priority security interest in the Canadian A/R Assets, and (iii) a second-priority security interest on all of our assets.

The terms of the loan are subject to certain financial covenants, which require us to maintain (i) a debt service coverage ratio of at least 1.2 to 1.0 and (ii) a senior debt to EBITDA ratio of at least 3.0 to 1.0. In addition, during any Trigger Period, the Company and its U.S. and Canadian subsidiaries must maintain a fixed charge coverage ratio of at least 1.1 to 1.0.

Under the terms of the IPD Loan Agreement, we are permitted to make additional acquisitions without IPD’s consent only if certain conditions are satisfied, including, among others: (i) the equity interests or property acquired in such acquisition constitute a business reasonably related to our business or the business of Wheels; (ii) no default or event of default shall exist prior to or will be caused as a result of such acquisition; (iii) we or Wheels shall have provided IPD with at least 10 business days prior written notice of such acquisition that must include certain descriptive information and pro forma information regarding the acquisition; (iv) such person whose equity interests or property are being acquired shall have, as of the last day of the most recent fiscal quarter of such person, actual (or pro forma to the extent approved in writing by IPD) positive EBITDA and net income, in each case for the 12 month period ending on such date; (v) the aggregate cash consideration payable at the closing of the acquisition shall not exceed $10.0 million for any single transaction and $25.0 million in the aggregate, in any fiscal year or such greater amount approved in writing by IPD; provided, however, that the foregoing limitation shall exclude cash consideration derived from the proceeds of sales of newly issued equity interests of Radiant during the twelve-month period prior to the closing of such acquisition (as described below); (vi) no debt or liens may be incurred, assumed or result from the acquisition, subject to limited exceptions; (vii) the assets subject to the acquisition are free from all liens except those permitted under the IPD Loan Agreement; and (viii) the post-closing U.S. availability under the Senior Credit Facility is at least $7.5 million on a pro forma basis.

For additional information regarding our indebtedness, see Note 6 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2016, and Note 6 to our unaudited condensed consolidated financial statements contained elsewhere in this report.

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Given our continued focus on the build-out of our network of operating partner locations, we believe that our current working capital and anticipated cash flow from operations are adequate to fund existing operations for the next 12 months. However, continued growth through strategic acquisitions will require additional sources of financing as our existing working capital is not sufficient to finance our operations and an acquisition program. Thus, our ability to finance future acquisitions will be limited by the availability of additional capital. We may, however, finance acquisitions using our common stock as all or some portion of the consideration. In the event that our common stock does not attain or maintain a sufficient market value or potential acquisition candidates are otherwise unwilling to accept our securities as part of the purchase price for the sale of their businesses, we may be required to utilize more of our cash resources, if available, in order to continue our acquisition program. If we do not have sufficient cash resources through either operations or from debt facilities, our growth could be limited unless we are able to obtain such additional capital.

Off Balance Sheet Arrangements

As of September 30, 2016, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Recent Accounting Pronouncements

The recent accounting pronouncements are discussed in Note 2 of the “Notes to the Condensed Consolidated Financial Statements” contained elsewhere in this report.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

There have been no material changes from the information previously reported under Part II, Item 7A of our Annual Report on Form 10-K for the year ended June 30, 2016.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act as of September 30, 2016, 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 September 30, 2016, 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 September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 actions set forth in Item 3 of our Annual Report on Form 10-K for the year ended June 30, 2016. Below are some updates to legal proceedings that have been previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2016 and supplemented in subsequent filings with the SEC.

Ingrid Barahona v. Accountabilities, Inc. d/b/a/ Accountabilities Staffing, Inc., Radiant Global Logistics, Inc. and DBA Distribution Services, Inc. (Ingrid Barahona California Class Action)

The parties were previously scheduled to hold a status conference regarding the case on October 31, 2016. The status conference has since been continued to December 28, 2016.

Item 1A. Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In January 2016, our board of directors authorized the repurchase of up to 5,000,000 shares of our common stock through December 31, 2016. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The program does not obligate us to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice. The following table sets forth information regarding our repurchases or acquisitions of common stock during the three months ended September 30, 2016:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Number of Shares that May Yet Be Purchased Under the Program
July 1, 2016 through July 31, 2016		—	$	—		—		—
August 1, 2016 through August 31, 2016		—		—		—		—
September 1, 2016 through September 30, 2016		91,798		2.75		91,798		4,908,202
Total		91,798	$	2.75		91,798		4,908,202

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ITEM 6. EXHIBITS

Exhibit No.	Exhibit	Method of Filing
10.1	Form of Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+	Filed herewith
10.2	Form of Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+	Filed herewith
10.3	Form of Non-qualified Stock Option Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+	Filed herewith
10.4	Form of Restricted Stock Unit Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+	Filed herewith
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

+ Compensatory plans or arrangements

31

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: November 9, 2016	/s/ Bohn H. Crain
	Bohn H. Crain
	Chief Executive Officer
	(Principal Executive Officer)
Date: November 9, 2016	/s/ Todd E. Macomber
	Todd E. Macomber
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Exhibit
10.1	Form of Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+
10.2	Form of Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+
10.3	Form of Non-qualified Stock Option Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+
10.4	Form of Restricted Stock Unit Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+
31.1	Certification by the 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 the 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	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
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

+ Compensatory plans or arrangements

33

EX-10.1

Exhibit 10.1

2012 Plan, Option No. [[GRANT NUMBER]]

Radiant Logistics, Inc.

2012 Stock Option and Performance Award Plan

NON-QUALIFIED STOCK OPTION AWARD

Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), pursuant to the terms of its 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”) and the Non-Qualified Stock Option Award Agreement attached to this Non-Qualified Stock Option Award (this “NQO Award”), hereby grants to the individual named below (the “Optionee”) the option to purchase the number of shares of the Corporation’s Common Stock, as is set forth below. The terms of this NQO Award are subject to all of the provisions of the Plan and the attached Non-Qualified Stock Option Award Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this NQO Award and the Non-Qualified Stock Option Award Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan.  A copy of the Plan and the prospectus for the Plan have been delivered to Optionee together with this NQO Award and the Non-Qualified Stock Option Award Agreement.

1.	Date of Grant:
2.	Name of Optionee:
3.	Number of Underlying Shares of Common Stock:
	(subject to adjustment as provided in the Plan)
4.	Exercise Price:	per share (subject to adjustment as provided in the Plan)
5.	Vesting of Options (on a cumulative basis and subject to adjustment as provided in the Plan):

Vesting Date No. of Underlying shares to be Vested*

	*Vesting to occur pursuant to Section 3 of the attached Non-Qualified Stock Option Award Agreement and conditioned upon continued employment or service as described therein.
6.	Expiration Date:

The Optionee acknowledges receipt of, and understands and agrees to be bound by all of the terms of this NQO Award, inclusive of the attached Non-Qualified Stock Option Award Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Optionee and the Corporation regarding the subject matter contained herein.

Radiant Logistics, Inc.	Optionee:
By:
Title:	Date:
Date:

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AGREEMENT made as of the grant date set forth in Section 1 of the NQO Award to which this Agreement relates and is attached (the “Date of Grant”) between Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), and the individual identified in Section 2 of the NQO Award to which this Agreement relates and is attached (the “Optionee”).

W I T N E S S E T H:

WHEREAS, the Corporation adopted the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”), providing for the grant of Non-Qualified Options or the right to purchase shares of Common Stock of the Corporation (the “Common Stock”) by Employees and/or Consultants of the Corporation; and

WHEREAS, the Audit and Executive Oversight Committee (the “Committee”) has authorized the grant of a Non-Qualified Option to the Optionee on the date of this Agreement as evidenced by the Non-Qualified Stock Option Award to which this Agreement is attached (the “NQO Award”), thereby allowing the Optionee to acquire a proprietary interest in the Corporation in order that the Optionee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Corporation; and

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference; and

WHEREAS, the Optionee has accepted the Non-Qualified Option evidenced by the NQO Award and has agreed to the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Optionee hereby agree as follows:

1.Confirmation of Grant of Option. Pursuant to a determination by the Committee, the Corporation, subject to the terms of the Plan and this Agreement, hereby grants to the Optionee as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation or fees for services, the right to purchase (the “Option”) an aggregate number of shares of Common Stock as is set forth in Section 3 of the NQO Award, subject to adjustment as provided in the Plan (such shares, as adjusted, the “Shares”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Exercise Price. The exercise price of shares of Common Stock covered by the Option will be the per share amount set forth in Section 4 of the NQO Award, at all times being not less than 100% of the Fair Market Value of one share of Common Stock on the Date of Grant, subject to adjustment as provided in the Plan.

3.Vesting and Exercisability of Option. The Option shall vest and become exercisable on the terms and conditions hereinafter set forth:

(a)The Option shall vest and become exercisable (on a cumulative basis) in such installments (after giving effect to any adjustment pursuant to the Plan) and on such vesting dates, as set forth in Section 5 of the NQO Award, provided that the Optionee remains an Employee or Consultant of the Corporation or any Affiliate as of each such applicable vesting date as indicated in Section 5 of the NQO Award. In addition, this Option shall vest and become exercisable to the extent and as provided in Sections 7(b) and (d) and 8 hereof.

(b)The Option may be exercised pursuant to the provisions of this Section 3 and Sections 7(b) and (d) and 8 hereof, by notice and payment to the Corporation as provided in Sections 10 and 15 hereof.

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4.Term of Option. The term of the Option shall be the period of years from the Date of Grant as is set forth in Section 1 of the NQO Award and shall expire on the date set forth in Section 6 of the NQO Award, subject to earlier termination or cancellation as provided in this Agreement.

5.Non-transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of the Plan, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Corporation or any Affiliate may have under this Agreement or otherwise.

6.Exercise Upon Cessation of Employment or Termination of Consulting Relationship.

(a)If the Optionee at any time ceases to be an Employee or Consultant of the Corporation or of any Affiliate (i) by reason of his or her discharge for Cause or (ii) due to his or her voluntary termination of employment or Termination of Consulting Relationship without the written consent of the Committee, the Option shall, at the time of such termination of employment or Termination of Consulting Relationship, terminate and the Optionee shall forfeit all rights hereunder. If, however, the Optionee for any other reason (other than Disability or death) ceases to be an Employee or Consultant, the Option may, subject to the provisions of Section 5 hereof, be exercised by the Optionee to the same extent the Optionee would have been entitled under Section 3 hereof to exercise the Option immediately prior to such cessation of employment or Termination of Consulting Relationship, at any time within three (3) months after such cessation of employment or Termination of Consulting Relationship, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder, even if the Optionee subsequently returns to the employ of the Corporation or any Affiliate or begins another Consulting Relationship with the Corporation or any Affiliate. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(b)The Option shall not be affected by any change of duties or position of the Optionee so long as Optionee continues to be a full-time Employee of the Corporation or of any Affiliate thereof. If the Optionee is granted a temporary leave of absence of 90 days or less, such leave of absence shall be deemed a continuation of his or her employment by the Corporation or of any Affiliate thereof for the purposes of this Agreement, but only if and so long as the employing corporation consents thereto.

(c)The change in an Optionee’s status from that of an Employee to that of a Consultant will, for purposes of this Agreement, be deemed to result in a termination of such Optionee’s employment with the Corporation and its Affiliates, unless the Committee otherwise determines in its sole discretion. The change in an Optionee's status from that of a Consultant to that of an Employee will not, for purposes of this Agreement, be deemed to result in a termination of such Optionee’s service as a Consultant, and such Optionee will thereafter be deemed to be an Employee for purposes of this Agreement. Unless the Committee otherwise determines in its sole discretion, an Optionee’s employment or other service will, for purposes of this Agreement, be deemed to have terminated on the date recorded on the personnel or other records of the Corporation or the Affiliate for which the Optionee provides employment or other service, as determined by the Committee in its sole discretion based upon such records.

7.Exercise Upon Death or Disability.

(a)If the Optionee dies while he or she is employed by or in a Consulting Relationship with the Corporation or any Affiliate within one (1) year after the Date of Grant of the Option, the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death), by the estate of the Optionee (or by the person or persons

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who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder.

(b)If the Optionee dies while he or she is employed by or in a Consulting Relationship with the Corporation or any Affiliate one (1) year or more after the Date of Grant, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the NQO Award on the next annual anniversary of the Date of Grant, irrespective of Optionee’s death (such date, the “Section 7(b) Deemed Vesting Date”), and the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death and becomes vested pursuant to this Section 7(b)), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder; provided, however, that if Section 5 of the NQO Award provides for cliff vesting on a date certain after the Section 7(b) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(b), it shall be assumed that such NQO Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the NQO Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the NQO Award that would have vested and become exercisable during the period of time between the Date of Grant and the Section 7(b) Deemed Vesting Date. Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the NQO Award was scheduled to cliff vest on the three-year anniversary of the Date of Grant and the Optionee dies while he or she is employed by or in a Consulting Relationship with the Corporation or any Affiliate on the 18^th month anniversary of the Date of Grant, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the NQO Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(b) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third portion of the Option will terminate, and the vested portion of the Option will remain exercisable for one (1) year after the death of the Optionee or if earlier upon expiration of the term provided in Section 4 hereof.

(c)In the event that the employment of the Optionee or the Optionee’s Consulting Relationship with the Corporation or any Affiliate is terminated by reason of the Disability of the Optionee within one (1) year after the Date of Grant, the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to the termination of the Optionee’s employment or Consulting Relationship due to Disability), by the Optionee at any time within one (1) year after the date of such termination of employment or Termination of Consulting Relationship, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder even if the Optionee subsequently returns to the employ of the Corporation or any Affiliate or begins another Consulting Relationship with the Corporation or any Affiliate.

(d)In the event that the employment of the Optionee or the Optionee’s Consulting Relationship with the Corporation or any Affiliate is terminated by reason of the Disability of the Optionee one (1) year or more after the Date of Grant, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the NQO Award on the next annual anniversary of the Date of Grant, irrespective of Optionee’s Disability (such date, the “Section 7(d) Deemed Vesting Date”), and the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s employment or Consulting Relationship termination due to Disability and becomes vested pursuant to this Section 7(d)) by the Optionee within the period ending one (1) year after the date of such termination of employment or Termination of Consulting Relationship, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder even if the Optionee

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subsequently returns to the employ of the Corporation or any Affiliate or begins another Consulting Relationship with the Corporation or any Affiliate; provided, however, that if Section 5 of the NQO Award provides for cliff vesting on a date certain that occurs after the Section 7(d) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(d), it shall be assumed that such NQO Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the NQO Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the NQO Award that would have vested and become exercisable during the period of time between the Date of Grant and the Section 7(d) Deemed Vesting Date. Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the NQO Award was scheduled to cliff vest on the three-year anniversary of the Date of Grant and the employment of the Optionee or the Optionee’s Consulting Relationship with the Corporation or any Affiliate is terminated by reason of the Disability of the Optionee on the 18^th month anniversary of the Date of Grant, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the NQO Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(d) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third portion of the Option will terminate, and the vested portion of the Option will remain exercisable for one (1) year after such termination or if earlier upon expiration of the term provided in Section 4 hereof.

8.Change in Control of the Corporation. If there is a Change in Control, the Option will be subject to the provisions of Article IX of the Plan; provided, however, that if the Option is continued, assumed or substituted pursuant to Article IX of the Plan and within one (1) year following such event, the Optionee’s employment or Consulting Relationship is terminated by the Corporation or any Affiliate without Cause, the Option will vest automatically and become immediately exercisable as of such date of termination of Optionee’s employment or Termination of Consulting Relationship and will remain exercisable until the earlier of the expiration of the term provided in Section 4 hereof or the first anniversary of the date of such termination of Optionee’s employment or Termination of Consulting Relationship.

9.Registration. The Corporation shall register or qualify the shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to the exercise in whole or in part of the Option.

10.Method of Exercise of Option.

(a)Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Corporation in accordance with the procedure prescribed herein. Each such Notice shall:

(i) state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

(ii) be signed by the Optionee or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel to the Corporation, of the right of such other person or persons to exercise the Option;

(iii) include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such exercise of the Option; and

(iv) be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Corporation’s executive office in Bellevue,

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Washington then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

(b)Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Corporation on the date the Notice is received by the Corporation (i) by delivering to the Corporation cash or a certified or bank cashier’s check payable to the order of the Corporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii), (iii) or (vi) of this Section 10(b) must be approved in advance by the Committee. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Corporation).

(c)The Option shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 10 and the provisions of Section 11 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 10 shall be void and of no effect if all of the preceding provisions of this Section 10 and the provisions of Section 11 shall not have been complied with.

(d)The certificate or certificates or book-entry notations for shares of Common Stock as to which the Option shall be exercised will be registered in the name of the Optionee (or in the name of the Optionee’s estate or other beneficiary if the Option is exercised after the Optionee’s death), or if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, will be registered in the name of the Optionee and another person jointly, with right of survivorship and will be delivered as soon as practical after the date the Notice is received by the Corporation (accompanied by full payment of the exercise price), but only upon compliance with all of the provisions of this Agreement.

(e)If the Optionee fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, Optionee’s right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

(f)The Corporation shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

11.Approval of Counsel. The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant to the Plan shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the

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requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

12.Resale of Common Stock, Etc. The Common Stock issued upon exercise of the Option shall bear the following (or similar) legend if required by counsel for the Corporation:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

13.Reservation of Shares. The Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

14.Limitation of Action. The Optionee and the Corporation each acknowledges that every right of action accruing to Optionee or the Corporation, as the case may be, and arising out of or in connection with this Agreement against the Corporation or an Affiliate, on the one hand, or against the Optionee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15.Notices. Each notice relating to the NQO Award and this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Corporation or the Committee shall be addressed to them at 405 114th Avenue, SE, Third Floor, Bellevue, WA 98004 Attn: General Counsel. All notices to the Optionee shall be addressed to the Optionee or such other person or persons at the Optionee’s address set forth in the Corporation’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16.Benefits of Agreement. This Agreement shall inure to the benefit of the Corporation, the Optionee and their respective heirs, executors, administrators, personal representatives, successors and permitted assignees.

17.Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

18.Governing Law. This Agreement will be construed and governed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach of this Agreement, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth below:

(a)THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by this Agreement.

(b)The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The Corporation shall pay the arbitrator’s fees and arbitration

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costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

19.No Right to Continue Employment or Consulting Relationship. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Optionee and the Corporation or any Affiliate, (b) a right of the Optionee to be continued in the employ of or in a Consulting Relationship with the Corporation or of any Affiliate, or (c) a limitation of the right of the Corporation or of any Affiliate to discharge the Optionee at any time, with or without cause (subject to any applicable employment agreement) or terminate the Optionee’s Consulting Relationship at any time or for any reason.

20.Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

21.Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

22.No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall apply against any party.

BY WAY OF THEIR EXECUTION OF THE NQO AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Corporation and the Optionee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

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EXHIBIT A

NON-QUALIFIED OPTION EXERCISE FORM

[DATE]

Radiant Logistics, Inc.

405 114th Avenue, SE

Third Floor

Bellevue, WA 98004

Attention: General Counsel

1.Option Exercise. I hereby elect to exercise my option(s) to purchase the following shares of Common Stock of Radiant Logistics, Inc. under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan (the “Plan”) and the Option Agreement(s) identified below:

Grant #:
Grant Date:
Number of Shares:
Exercise Price Per Share:		$
Total Purchase Price:	$

2.Payment. I am paying the purchase price of the options as follows (check the applicable form of payment):

____ I am attaching cash or a check in the amount of $____________, as the total purchase price for the shares.

____ I have delivered ________ shares of previously acquired shares of Common Stock of Radiant Logistics, Inc. (the “Corporation”) that I have previously acquired.  I own these shares free and clear of any liens, claims, encumbrances or security interests.  I have enclosed the certificates representing these previously acquired shares endorsed or accompanied by an executed assignment separate from certificate.  [Please note that this form of payment is only available upon prior approval of the Committee.]

____ I have delivered irrevocable instructions to a broker to sell a sufficient number of shares of Common Stock of the Corporation to pay the total purchase price, plus any applicable withholding for federal and state income tax, and to pay such amounts to the Corporation.  [Please note that this form of payment is only available upon prior approval of the Committee.]

The name, address and telephone number of the broker is as follows:

Name of Firm:

Contact:

Address:

Phone:

Fax:

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[Please also see Section 4 of this Option Exercise Notice, which may prevent you from using this type of “cashless” exercise feature if you possess material non-public information about the Corporation or its securities at the time of exercise.]

____ I hereby elect to convert the attached option into shares of Common Stock of the Corporation on a “net cashless exercise” basis pursuant to Section V(a)(ii) of the Plan.  [Please note that this form of payment is only available upon prior approval of the Committee.]

____ I have elected to pay any required withholding with the exercise transaction.  Accordingly, I have included $_______, which I would like applied to federal and state taxes as follows:_________________________________________________________.

3.Certificate Delivery.  I elect to have my shares of Common Stock delivered as follows:

____ Please have the shares delivered electronically via DWAC to my brokerage account.  Please use the information below to execute the transaction.

Broker DTC number:

My Account Number

____ Please register the certificate or book-entry notation representing the shares in the name set forth below and send the certificate or evidence of book-entry notation to the following address:

Registered Name:

Address:

4.Compliance with Insider Trading Policy.  I acknowledge that I have read and understand the Corporation’s current insider trading policy, including the portions that may, among other things, restrict my ability to exercise my options through a broker sale on the open market or otherwise sell the shares of Common Stock issuable upon exercise of my options.  I understand that the information in this letter does not limit in any manner my own, personal responsibilities and obligations under the policy and the securities laws, including, but not limited to, the prohibitions on trading (including by means of a broker assisted option exercise) while I possess material, non-public information or during a blackout period that may be imposed under the policy.  I agree to provide a copy of this notice to my broker, and to require his or her compliance with the policy.  I understand that the Corporation may reject any broker exercise completed during a blackout period or that is otherwise prohibited by the policy.

5.Representations.  I acknowledge that I have received, read and understand the Plan and my Non-Qualified Stock Option Award Agreements, which together govern the terms of my option(s) and their exercise.  I have also read the current Plan prospectus, the Corporation’s latest annual report to stockholders and the other public reports and information incorporated by reference into the prospectus in making my decision to exercise my options.

6.Effectiveness and Execution of Transaction.  I understand and agree that this exercise election will be subject to acknowledgement by the Corporation.  In the case of a cash exercise, my option exercise will be processed as soon as practicable.  In the case of a cashless exercise, I understand it may take longer to process my option exercise.

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Submitted by:	Acknowledged by:
Optionee	Broker
By:	Firm Name:
Its:	By:
Date:	Its:
	Date:
	Acknowledged by:
	Radiant Logistics, Inc.
	By:
	Its:
	Date:

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EX-10.2

Exhibit 10.2

Radiant Logistics, Inc.

2012 Stock Option and Performance Award Plan

RESTRICTED STOCK UNIT AWARD

Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), pursuant to the terms of its 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”) and the Restricted Stock Unit Award Agreement attached to this Restricted Stock Unit Award (this “RSU Award”), hereby grants to the individual named below (the “Grantee”) the right to receive the number of shares of the Corporation’s Common Stock as is set forth below, subject to vesting as set forth below and the terms and conditions of this RSU Award and the Restricted Stock Unit Award Agreement attached to this RSU Award. The terms of this RSU Award are subject to all of the provisions of the Plan and the attached Restricted Stock Unit Award Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this RSU Award and the Restricted Stock Unit Award Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan.  A copy of the Plan and the prospectus for the Plan have been delivered to Grantee together with this RSU Award and the Restricted Stock Unit Award Agreement.

1.	Date of Grant:
2.	Name of Grantee:
3.	Number of Units:	(each Unit representing one share of Common Stock, subject to adjustment as provided in the Plan)
4.	Vesting of Restricted Stock Units (subject to adjustment as provided in the Plan):

Vesting Date No. of Units to be Vested*

*Vesting to occur pursuant to Section 1 of the attached Restricted Stock Unit Award Agreement and conditioned upon continued employment or service as described in Sections 1 and 5 therein.

The Grantee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this RSU Award, inclusive of the attached Restricted Stock Unit Award Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Corporation regarding the subject matter contained herein.

Radiant Logistics, Inc.	Grantee:
By:	Date:
Title:
Date:

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT made as of the grant date set forth in Section 1 of the RSU Award to which this Agreement relates and is attached (the “Date of Grant”) between Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), and the individual identified in Section 2 of the Restricted Stock Unit Award to which this Agreement relates and is attached (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Corporation adopted the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”), providing for the grant of Restricted Stock Units or the right to receive shares of Common Stock of the Corporation (the “Common Stock”) by Employees and/or Consultants of the Corporation; and

WHEREAS, the Audit and Executive Oversight Committee (the “Committee”) has authorized the grant of Restricted Stock Units to the Grantee on the date of this Agreement as evidenced by the Restricted Stock Unit Award to which this Agreement is attached (the “RSU Award”), thereby allowing the Grantee to acquire a proprietary interest in the Corporation in order that the Grantee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Corporation; and

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference; and

WHEREAS, the Grantee has accepted the grant of Restricted Stock Units evidenced by the RSU Award and has agreed to the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant and Vesting of RSU Award.  The Corporation hereby grants to the Grantee as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation or fees for his or her services, an award of that number of Restricted Stock Units (as set forth in Section 3 of the RSU Award) on the date hereof, subject to all of the terms and conditions in this Agreement and the Plan. The RSU Award grants to the Grantee the right to receive that number of shares of Common Stock of the Corporation (at the rate of one share of Common Stock for each Restricted Stock Unit) as provided in the vesting schedule set forth in Section 4 of the RSU Award, provided that the Grantee remains an Employee or Consultant of the Corporation or any Affiliate as of each such vesting date or dates as indicated in Section 4 of the RSU Award and as provided in Section 5 hereof. In addition, the RSU Award may vest and shares of Common Stock subject to the RSU Award may become vested and issuable pursuant to and as provided in Sections 3, 4(c) and 10 of this Agreement.

2. Issuance of Shares of Common Stock.  As soon as practicable, but not more than 30 days, after each date as of which shares of Common Stock subject to the RSU Award become vested and issuable pursuant to Section 1, 3, 4(c) or 10 of this Agreement, the Corporation shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

3. Committee Discretion to Accelerate Vesting.  The Committee may decide, in its absolute discretion, to accelerate the vesting on the balance, or some lesser portion of the balance, of the Restricted Stock Units evidenced by the RSU Award at any time.  If so accelerated, the Restricted Stock Units will be considered to have vested as of the date specified by the Committee.

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4. Termination or Forfeiture of Unvested RSU Awards Upon Termination of Employment and Termination of Consulting Relationship.

(a)As of the date of termination of the Grantee’s employment with the Corporation and its Affiliates or Termination of Consulting Relationship for any reason other than death or Disability of the Grantee, then the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3 or 10 of this Agreement and been issued as of the date Grantee’s employment with the Corporation or any Affiliate terminates or as of the date of Termination of Consulting Relationship.

(b)If the Grantee dies or his or her employment or Consulting Relationship with the Corporation or any Affiliate is terminated by reason of his or her Disability while he or she is employed by or in a Consulting Relationship with the Corporation or any Affiliate, in each case within one (1) year after the Date of Grant, then the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3 or 10 of this Agreement as of the date Grantee’s employment the Corporation or any Affiliate terminates or date of Termination of Consulting Relationship.

(c)If the Grantee dies or his or her employment or Consulting Relationship with the Corporation or any Affiliate is terminated by reason of his or her Disability while he or she is employed by or in a Consulting Relationship with the Corporation or any Affiliate, in each case one (1) year or more after the Date of Grant, the Restricted Stock Units evidenced by the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award that would have vested and become issuable pursuant to Section 4 of the RSU Award and Section 1 of this Agreement on the next annual anniversary of the Date of Grant, irrespective of the Grantee’s death or Disability (such date, the “Section 4(c) Deemed Vesting Date”), and such shares of Common Stock underlying such Restricted Stock Units shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement; provided, however, that if Section 4 of the RSU Award provides for cliff vesting on a date certain that occurs after the Section 4(c) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 4(c), the vesting period of the RSU Award shall be re-determined as if such RSU Award vested in equal annual installments over its originally scheduled vesting time period instead of in one installment on the cliff vesting date as indicated in Section 4 of the RSU Award and the Restricted Stock Units evidenced by the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award that would have vested and become issuable on this re-determined basis during the period of time between the Date of Grant and the Section 4(c) Deemed Vesting Date, and such shares of Common Stock underlying such Restricted Stock Units shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement. As soon as practicable, but not more than 30 days, after such date, the Corporation shall direct its transfer agent to issue such number of shares of Common Stock that have vested pursuant to this Section 4(c) of this Agreement in the name of Grantee or a nominee in book entry. By way of example and for clarification and the avoidance of doubt, if the RSU Award was scheduled to cliff vest on the three-year anniversary of the Date of Grant and the Grantee dies or his or her employment or Consulting Relationship with the Corporation or any Affiliate is terminated by reason of his or her Disability while he or she is employed by or in a Consulting Relationship with the Corporation or any Affiliate on the 18^th month anniversary of the Date of Grant,  the Restricted Stock Units evidenced by the RSU Award will become immediately vested with respect to two-thirds of the underlying shares of Common Stock subject to the RSU Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 4(c) Deemed Vesting Date assuming the RSU Award vested in three equal annual installments), and such shares of Common Stock shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive the remaining one-third shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement.

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(d)The change in a Grantee’s status from that of an Employee to that of a Consultant will, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s employment with the Corporation and its Affiliates, unless the Committee otherwise determines in its sole discretion. The change in a Grantee’s status from that of a Consultant to that of an Employee will not, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s service as a Consultant, and such Grantee will thereafter be deemed to be an Employee for purposes of this Agreement. Unless the Committee otherwise determines in its sole discretion, a Grantee’s employment or other service will, for purposes of this Agreement, be deemed to have terminated on the date recorded on the personnel or other records of the Corporation or the Affiliate for which the Grantee provides employment or other service, as determined by the Committee in its sole discretion based upon such records. Notwithstanding the foregoing, if payment of the RSU Award is subject to Section 409A of the Code and payment is triggered by a termination of the Grantee's employment or Consulting Relationship, such termination must also constitute a "separation from service" within the meaning of Section 409A of the Code, and any change in employment status that constitutes a "separation from service" under Section 409A of the Code will be treated as a termination of employment or Termination of Consulting Relationship, as the case may be.

5.Continuous Employment or Consulting Relationship Required.  The Restricted Stock Units evidenced by the RSU Award shall not vest as described in Section 1 of this Agreement unless the Grantee shall have been continuously employed by the Corporation or any Affiliate or in a continuous Consulting Relationship with the Corporation or any Affiliate from the Date of Grant until the applicable vesting date.

6. Withholding of Taxes.  Notwithstanding anything in this Agreement to the contrary, no certificate or book-entry notation representing shares of Common Stock may be delivered to the Grantee upon vesting of the Restricted Stock Units evidenced by the RSU Award unless and until the Grantee shall have delivered to the Corporation the minimum statutorily required amount of any federal, state or local income or other taxes which the Corporation may be required by law to withhold with respect to such vesting of the RSU Award and the issuance and delivery of shares of Common Stock in connection therewith.  The Grantee may elect to satisfy any such income tax withholding requirement by payment in cash to the Corporation on or prior to the vesting date, or in the Committee’s  sole discretion and pursuant to such procedures as may be established by the Committee in its sole discretion, (i) by having the Corporation withhold shares of Common Stock otherwise deliverable to the Grantee upon vesting of the RSU Award or by delivering to the Corporation previously acquired shares of Common Stock; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (ii) by effecting “sell-to-cover” transactions through a broker in which the Grantee sells that number of shares of Common Stock in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be collected by the broker and making arrangements to remit the cash proceeds of such sales to the Corporation; or (iii) by a combination of such methods.

7. After the Death of the Grantee.  Any delivery of Common Stock to be made to the Grantee under this Agreement shall, if the Grantee is then deceased, be made to the Grantee’s designated beneficiary, or if no such beneficiary survives the Grantee, his or her estate.  Any transferee must furnish the Corporation with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Corporation to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8. Reservation of Shares of Common Stock. The Corporation shall at all times during the term of this Agreement reserve and keep available such number of shares of the Common Stock as will be sufficient to satisfy the requirements of this Agreement. The shares of Common Stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Corporation.

9. No Rights of Stockholder.  Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a stockholder of the Corporation in respect of any shares of Common Stock deliverable hereunder unless and until such shares of Common Stock have been issued pursuant to Section 2 of this Agreement. Notwithstanding the generality of the foregoing, Grantee shall not be entitled to vote any of the shares of Common Stock subject to the RSU Award, or otherwise exercise any incidents of ownership

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with respect to such shares of Common Stock until such shares have been issued pursuant to Section 2 of this Agreement, but shall be entitled to dividend equivalents with respect to dividends declared on Common Stock and such dividend equivalents shall vest and be delivered in the same manner as the shares of Common Stock subject to the RSU Award.  

10.Change in Control of the Corporation. If there is a Change in Control, the Restricted Stock Units evidenced by the RSU Award will be subject to the provisions of Article IX of the Plan; provided, however, that if the Restricted Stock Units evidenced by the RSU Award are continued, assumed or substituted pursuant to Article IX of the Plan and within one (1) year following such event, the Grantee’s employment or Consulting Relationship is terminated by the Corporation or any Affiliate without Cause, the Restricted Stock Units evidenced by the RSU Award shall vest automatically and the shares of Common Stock underlying such Restricted Stock Units shall be issued immediately thereafter to the Grantee; provided, however, that if such RSU Award is subject to Section 409A of the Code, the Grantee’s termination must also constitute a "separation from service" within the meaning of Section 409A of the Code, and any change in employment status that constitutes a "separation from service" under Section 409A of the Code will be treated as a termination of employment or Termination of Consulting Relationship, as the case may be. As soon as practicable, but not more than 30 days, after such date, the Corporation shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

11.Registration.  The Corporation shall, at any time, register or qualify the shares of Common Stock pursuant to the Securities Act of 1933, as amended.

12.Approval of Counsel.  The issuance and delivery of shares of Common Stock pursuant to the Plan shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

13.Resale of Common Stock, Etc.  The Common Stock issued hereunder shall bear the following (or similar) legend if required by counsel for the Corporation:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

14.Limitation of Action.  The Grantee and the Corporation each acknowledges that every right of action accruing to the Grantee or it, as the case may be, and arising out of or in connection with this Agreement against the Corporation, on the one hand, or against the Grantee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15.Notices.  Each notice relating to the RSU Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address.  All notices to the Corporation or the Committee shall be addressed to them at 405 114^th Avenue, SE, Third Floor, Bellevue, WA 98004 Attn:  General Counsel.  All notices to the Grantee shall be addressed to the Grantee or such other person or persons at the Grantee’s address set forth in the Corporation’s records.  Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16.Benefits of Agreement.  This Agreement shall inure to the benefit of the Corporation, the Grantee and their respective heirs, executors, administrators, personal representatives, successors and assigns.

17.Severability.  In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the

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remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

18.Governing Law.  This Agreement will be construed and governed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach of this Agreement, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth below:

(i)THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL.  Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by this Agreement.

(ii)The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph.  Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body.  The Corporation shall pay the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law).  Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based.  The award of the arbitrator shall be final and binding.  Judgment upon any award may be entered in any court having jurisdiction thereof.  

19.No Right to Continue Employment or Consulting Relationship.  Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Grantee and the Corporation, (b) as a right of the Grantee to be continued in the employ of the Corporation or any Affiliate or continue its Consulting Relationship with the Corporation or any Affiliate, or (c) as a limitation of the right of the Corporation to discharge the Grantee at any time, with or without cause (subject to any applicable employment agreement) or terminate the Grantee’s Consulting Relationship with the Corporation or any Affiliate at any time or for any reason.

20.Definitions.  Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

21.Incorporation of Terms of Plan.  This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

BY WAY OF THEIR EXECUTION OF THE RSU AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Corporation and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

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EX-10.3

Exhibit 10.3

2012 Plan, Option No. [[GRANT NUMBER]]

Radiant Logistics, Inc.

2012 Stock Option and Performance Award Plan

NON-QUALIFIED STOCK OPTION AWARD

(Director)

Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), pursuant to the terms of its 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”) and the Non-Qualified Stock Option Award Agreement attached to this Non-Qualified Stock Option Award (this “NQO Award”), hereby grants to the individual named below (the “Optionee”) the option to purchase the number of shares of the Corporation’s Common Stock, as is set forth below. The terms of this NQO Award are subject to all of the provisions of the Plan and the attached Non-Qualified Stock Option Award Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this NQO Award and the Non-Qualified Stock Option Award Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan.  A copy of the Plan and the prospectus for the Plan have been delivered to Optionee together with this NQO Award and the Non-Qualified Stock Option Award Agreement.

1.	Date of Grant:
2.	Name of Optionee:
3.	Number of Underlying Shares of Common Stock:
	(subject to adjustment as provided in the Plan)
4.	Exercise Price:	per share (subject to adjustment as provided in the Plan)
5.	Vesting of Options (on a cumulative basis and subject to adjustment as provided in the Plan):

Vesting Date No. of Underlying shares to be Vested*

*Vesting to occur pursuant to Section 3 of the attached Non-Qualified Stock Option Award Agreement and conditioned upon continued service as a director of the Corporation as described therein.

6. Expiration Date:

The Optionee acknowledges receipt of, and understands and agrees to be bound by all of the terms of this NQO Award, inclusive of the attached Non-Qualified Stock Option Award Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Optionee and the Corporation regarding the subject matter contained herein.

Radiant Logistics, Inc.	Optionee:
By:
Title:	Date:
Date:

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AGREEMENT made as of the grant date set forth in Section 1 of the NQO Award to which this Agreement relates and is attached (the “Date of Grant”) between Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), and the individual identified in Section 2 of the NQO Award to which this Agreement relates and is attached (the “Optionee”).

W I T N E S S E T H:

WHEREAS, the Corporation adopted the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”), providing for the grant of Non-Qualified Options or the right to purchase shares of Common Stock of the Corporation (the “Common Stock”) by certain specified individuals, including directors of the Corporation; and

WHEREAS, the Audit and Executive Oversight Committee (the “Committee”) has authorized the grant of a Non-Qualified Option to the Optionee on the date of this Agreement as evidenced by the Non-Qualified Stock Option Award to which this Agreement is attached (the “NQO Award”), thereby allowing the Optionee to acquire a proprietary interest in the Corporation in order that the Optionee will have a further incentive for remaining as a director of the Corporation; and

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference; and

WHEREAS, the Optionee has accepted the Non-Qualified Option evidenced by the NQO Award and has agreed to the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Optionee hereby agree as follows:

1.Confirmation of Grant of Option. Pursuant to a determination by the Committee, the Corporation, subject to the terms of the Plan and this Agreement, hereby grants to the Optionee as a matter of separate inducement and agreement, and in addition to and not in lieu of fees for services, the right to purchase (the “Option”) an aggregate number of shares of Common Stock as is set forth in Section 3 of the NQO Award, subject to adjustment as provided in the Plan (such shares, as adjusted, the “Shares”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Exercise Price. The exercise price of shares of Common Stock covered by the Option will be the per share amount set forth in Section 4 of the NQO Award, at all times being not less than 100% of the Fair Market Value of one share of Common Stock on the Date of Grant, subject to adjustment as provided in the Plan.

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3.Vesting and Exercisability of Option. The Option shall vest and become exercisable on the terms and conditions hereinafter set forth:

(a)The Option shall vest and become exercisable (on a cumulative basis) in such installments (after giving effect to any adjustment pursuant to the Plan) and on such vesting dates, as set forth in Section 5 of the NQO Award, provided that the Optionee remains a director of the Corporation as of each such applicable vesting date as indicated in Section 5 of the NQO Award. In addition, this Option shall vest and become exercisable to the extent and as provided in Sections 7(b) and (d) and 8 hereof.

(b)The Option may be exercised pursuant to the provisions of this Section 3 and Sections 7(b) and (d) and 8 hereof, by notice and payment to the Corporation as provided in Sections 10 and 15 hereof.

4.Term of Option. The term of the Option shall be the period of years from the Date of Grant as is set forth in Section 1 of the NQO Award and shall expire on the date set forth in Section 6 of the NQO Award, subject to earlier termination or cancellation as provided in this Agreement.

5.Non-transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of the Plan, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Corporation may have under this Agreement or otherwise.

6.Exercise Upon Termination of Service as a Director of the Corporation.

(a)If the Optionee at any time ceases to be a director of the Corporation for any reason, other than the death or Disability of the Optionee, the Option may, subject to the provisions of Section 5 hereof, be exercised by the Optionee to the same extent the Optionee would have been entitled under Section 3 hereof to exercise the Option immediately prior to such termination of service as a director of the Corporation, at any time within three (3) months after such termination of service as a director of the Corporation, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(b)The Committee may determine in its sole discretion that a change in the Optionee's status from that of a director of the Corporation to that of an Employee or a Consultant of the Corporation or any Affiliate may not, for purposes of this Agreement, be deemed to result in a termination of such Optionee's status as a director of the Corporation, and in such case, all references in this Agreement to the termination of the Optionee’s service as a director of the Corporation shall instead mean the termination of the Optionee’s employment with the Corporation or any Affiliate or Termination of Consulting Arrangement and all references to vesting being conditioned upon continuous service as a director of the Corporation shall instead mean continuous service as an Employee or Consultant of the Corporation or any Affiliate.

7.Exercise Upon Death or Disability.

(a)If the Optionee dies while he or she is a director of the Corporation within one (1) year after the Date of Grant of the Option, the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder.

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(b)If the Optionee dies while he or she is a director of the Corporation one (1) year or more after the Date of Grant, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the NQO Award on the next annual anniversary of the Date of Grant, irrespective of Optionee’s death (such date, the “Section 7(b) Deemed Vesting Date”), and the Option may, subject to the provisions of Section 5 hereof, be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to Optionee’s death and becomes vested pursuant to this Section 7(b)), by the estate of the Optionee (or by the person or persons who acquire the right to exercise the Option by written designation of the Optionee) at any time within one (1) year after the death of the Optionee, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder; provided, however, that if Section 5 of the NQO Award provides for cliff vesting on a date certain after the Section 7(b) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(b), it shall be assumed that such NQO Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the NQO Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the NQO Award that would have vested and become exercisable during the period of time between the Date of Grant and the Section 7(b) Deemed Vesting Date. Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the NQO Award was scheduled to cliff vest on the three-year anniversary of the Date of Grant and the Optionee dies while he or she is a director of the Corporation on the 18^th month anniversary of the Date of Grant, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the NQO Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(b) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third portion of the Option will terminate, and the vested portion of the Option will remain exercisable for one (1) year after the death of the Optionee or if earlier upon expiration of the term provided in Section 4 hereof.

(c)In the event the Optionee’s service as a director of the Corporation terminates by reason of his or her Disability while he or she is a director of the Corporation within one (1) year after the Date of Grant, the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to the termination of the Optionee’s service as a director of the Corporation), by the Optionee at any time within one (1) year after the date of such termination of the Optionee’s service as a director of the Corporation, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder.

(d)In the event the Optionee’s service as a director of the Corporation terminates by reason of his or her Disability while he or she is a director of the Corporation one (1) year or more after the Date of Grant, the Option will become immediately vested and exercisable with respect to the number of underlying shares of Common Stock scheduled to vest as set forth in Section 5 of the NQO Award on the next annual anniversary of the Date of Grant, irrespective of Optionee’s Disability (such date, the “Section 7(d) Deemed Vesting Date”), and the Option may be exercised (to the extent the Option is vested pursuant to Section 3 immediately prior to the termination of the Optionee’s service as a director of the Corporation and becomes vested pursuant to this Section 7(d)) by the Optionee within the period ending one (1) year after the date of such termination of service as a director of the Corporation, at the end of which period the Option, to the extent not then exercised, shall terminate and the Optionee shall forfeit all rights hereunder; provided, however, that if Section 5 of the NQO Award provides for cliff vesting on a date certain that occurs after the Section 7(d) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 7(d), it shall be assumed that such NQO Award vested in equal annual installments over such vesting time period instead of in one installment on the cliff vesting date as indicated in Section 5 of the NQO Award and the Option will become immediately vested and exercisable with respect to that number of underlying shares of Common Stock subject to the NQO Award that would have vested and become exercisable during the period of time between the Date of Grant and the Section 7(d) Deemed Vesting Date. Notwithstanding any of the foregoing, in no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof. By way of example and for clarification and the avoidance of doubt, if the NQO Award was scheduled to cliff vest on the three-year anniversary of the Date of Grant and the Optionee’s service as a director of the Corporation terminates by

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reason of his or her  Disability on the 18^th month anniversary of the Date of Grant, the Option will become immediately vested and exercisable with respect to two-thirds of the underlying shares of Common Stock subject to the NQO Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 7(d) Deemed Vesting Date assuming the Option vested in three equal annual installments), and the remaining one-third portion of the Option will terminate, and the vested portion of the Option will remain exercisable for one (1) year after such termination or if earlier upon expiration of the term provided in Section 4 hereof.

8.Change in Control of the Corporation. If there is a Change in Control, the Option will be subject to the provisions of Article IX of the Plan; provided, however, that if the Option is continued, assumed or substituted pursuant to Article IX of the Plan and either in connection with the Change in Control or within one (1) year following the Change in Control, the Optionee’s service as a director of the Corporation or any Affiliate terminates other than as a result of the Optionee’s death, Disability or his or her voluntary resignation, the Option will vest automatically and become immediately exercisable as of such date of termination of Optionee’s termination of service as a director of the Corporation or any Affiliate and will remain exercisable until the earlier of the expiration of the term provided in Section 4 hereof or the first anniversary of the date of Optionee’s termination of service as a director of the Corporation or any Affiliate.

9.Registration. The Corporation shall register or qualify the shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to the exercise in whole or in part of the Option.

10.Method of Exercise of Option.

(a)Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Corporation in accordance with the procedure prescribed herein. Each such Notice shall:

(i) state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

(ii) be signed by the Optionee or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel to the Corporation, of the right of such other person or persons to exercise the Option;

(iii) include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such exercise of the Option; and

(iv) be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Corporation’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

(b)Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Corporation on the date the Notice is received by the Corporation (i) by delivering to the Corporation cash or a certified or bank cashier’s check payable to the order of the Corporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii), (iii) or (vi) of this Section 10(b) must be approved in advance by the Committee. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be

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consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Corporation).

(c)The Option shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 10 and the provisions of Section 11 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 10 shall be void and of no effect if all of the preceding provisions of this Section 10 and the provisions of Section 11 shall not have been complied with.

(d)The certificate or certificates or book-entry notations for shares of Common Stock as to which the Option shall be exercised will be registered in the name of the Optionee (or in the name of the Optionee’s estate or other beneficiary if the Option is exercised after the Optionee’s death), or if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, will be registered in the name of the Optionee and another person jointly, with right of survivorship and will be delivered as soon as practical after the date the Notice is received by the Corporation (accompanied by full payment of the exercise price), but only upon compliance with all of the provisions of this Agreement.

(e)If the Optionee fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, Optionee’s right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

(f)The Corporation shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

11.Approval of Counsel. The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant to the Plan shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

12.Resale of Common Stock, Etc. The Common Stock issued upon exercise of the Option shall bear the following (or similar) legend if required by counsel for the Corporation:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

13.Reservation of Shares. The Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

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14.Limitation of Action. The Optionee and the Corporation each acknowledges that every right of action accruing to Optionee or the Corporation, as the case may be, and arising out of or in connection with this Agreement against the Corporation, on the one hand, or against the Optionee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15.Notices. Each notice relating to the NQO Award and this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Corporation or the Committee shall be addressed to them at 405 114th Avenue, SE, Third Floor, Bellevue, WA 98004 Attn: General Counsel. All notices to the Optionee shall be addressed to the Optionee or such other person or persons at the Optionee’s address set forth in the Corporation’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16.Benefits of Agreement. This Agreement shall inure to the benefit of the Corporation, the Optionee and their respective heirs, executors, administrators, personal representatives, successors and permitted assignees.

17.Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

18.Governing Law. This Agreement will be construed and governed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach of this Agreement, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth below:

(a)THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by this Agreement.

(b)The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The Corporation shall pay the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

19.No Right to Continue Director Service. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Optionee and the Corporation, (b) a right of the Optionee to be continue as a director of the Corporation, or (c) a limitation of the right of the Corporation in accordance with applicable law and the Corporation’s charter and bylaws to remove the Grantee as a director of the Corporation at any time, with or without cause or not to re-elect the Grantee as a director of the Corporation.

20.Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

21.Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

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22.No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall apply against any party.

BY WAY OF THEIR EXECUTION OF THE NQO AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Corporation and the Optionee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

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EXHIBIT A

NON-QUALIFIED OPTION EXERCISE FORM

[DATE]

Radiant Logistics, Inc.
405 114th Avenue, SE
Third Floor
Bellevue, WA 98004
Attention: General Counsel

1.Option Exercise.  I hereby elect to exercise my option(s) to purchase the following shares of Common Stock of Radiant Logistics, Inc. under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan (the “Plan”) and the Option Agreement(s) identified below:

Grant #:
Grant Date:
Number of Shares:
Exercise Price Per Share:		$
Total Purchase Price:	$

2.Payment.  I am paying the purchase price of the options as follows (check the applicable form of payment):

____ I am attaching cash or a check in the amount of $____________, as the total purchase price for the shares.

____ I have delivered ________ shares of previously acquired shares of Common Stock of Radiant Logistics, Inc. (the “Corporation”) that I have previously acquired.  I own these shares free and clear of any liens, claims, encumbrances or security interests.  I have enclosed the certificates representing these previously acquired shares endorsed or accompanied by an executed assignment separate from certificate.  [Please note that this form of payment is only available upon prior approval of the Committee.]

____ I have delivered irrevocable instructions to a broker to sell a sufficient number of shares of Common Stock of the Corporation to pay the total purchase price, plus any applicable withholding for federal and state income tax, and to pay such amounts to the Corporation.  [Please note that this form of payment is only available upon prior approval of the Committee.]

The name, address and telephone number of the broker is as follows:

Name of Firm:

Contact:

Address:

Phone:

Fax:

[Please also see Section 4 of this Option Exercise Notice, which may prevent you from using this type of “cashless” exercise feature if you possess material non-public information about the Corporation or its securities at the time of exercise.]

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____ I hereby elect to convert the attached option into shares of Common Stock of the Corporation on a “net cashless exercise” basis pursuant to Section V(a)(ii) of the Plan.  [Please note that this form of payment is only available upon prior approval of the Committee.]

____ I have elected to pay any required withholding with the exercise transaction.  Accordingly, I have included $_______, which I would like applied to federal and state taxes as follows:_________________________________________________________.

3.Certificate Delivery.  I elect to have my shares of Common Stock delivered as follows:

____ Please have the shares delivered electronically via DWAC to my brokerage account.  Please use the information below to execute the transaction.

Broker DTC number:

My Account Number

____ Please register the certificate or book-entry notation representing the shares in the name set forth below and send the certificate or evidence of book-entry notation to the following address:

Registered Name:

Address:

4.Compliance with Insider Trading Policy.  I acknowledge that I have read and understand the Corporation’s current insider trading policy, including the portions that may, among other things, restrict my ability to exercise my options through a broker sale on the open market or otherwise sell the shares of Common Stock issuable upon exercise of my options.  I understand that the information in this letter does not limit in any manner my own, personal responsibilities and obligations under the policy and the securities laws, including, but not limited to, the prohibitions on trading (including by means of a broker assisted option exercise) while I possess material, non-public information or during a blackout period that may be imposed under the policy.  I agree to provide a copy of this notice to my broker, and to require his or her compliance with the policy.  I understand that the Corporation may reject any broker exercise completed during a blackout period or that is otherwise prohibited by the policy.

5.Representations.  I acknowledge that I have received, read and understand the Plan and my Non-Qualified Stock Option Award Agreements, which together govern the terms of my option(s) and their exercise.  I have also read the current Plan prospectus, the Corporation’s latest annual report to stockholders and the other public reports and information incorporated by reference into the prospectus in making my decision to exercise my options.

6.Effectiveness and Execution of Transaction.  I understand and agree that this exercise election will be subject to acknowledgement by the Corporation.  In the case of a cash exercise, my option exercise will be processed as soon as practicable.  In the case of a cashless exercise, I understand it may take longer to process my option exercise.

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Submitted by:	Acknowledged by:
Optionee	Broker
By:	Firm Name:
Its:	By:
Date:	Its:
	Date:
	Acknowledged by:
	Radiant Logistics, Inc.
	By:
	Its:
	Date:

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EX-10.4

Exhibit 10.4

Radiant Logistics, Inc.

2012 Stock Option and Performance Award Plan

RESTRICTED STOCK UNIT AWARD

(Director)

Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), pursuant to the terms of its 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”) and the Restricted Stock Unit Award Agreement attached to this Restricted Stock Unit Award (this “RSU Award”), hereby grants to the individual named below (the “Grantee”) the right to receive the number of shares of the Corporation’s Common Stock as is set forth below, subject to vesting as set forth below and the terms and conditions of this RSU Award and the Restricted Stock Unit Award Agreement attached to this RSU Award. The terms of this RSU Award are subject to all of the provisions of the Plan and the attached Restricted Stock Unit Award Agreement, with such provisions being incorporated herein by reference. All of the capitalized terms used in this RSU Award and the Restricted Stock Unit Award Agreement not otherwise defined herein or therein shall have the same meaning as defined in the Plan.  A copy of the Plan and the prospectus for the Plan have been delivered to Grantee together with this RSU Award and the Restricted Stock Unit Award Agreement.

1.	Date of Grant:
2.	Name of Grantee:
3.	Number of Units:	(each Unit representing one share of Common Stock, subject to adjustment as provided in the Plan)
4.	Vesting of Restricted Stock Units (subject to adjustment as provided in the Plan):

Vesting Date No. of Units to be Vested*

*Vesting to occur pursuant to Section 1 of the attached Restricted Stock Unit Award Agreement and conditioned upon continued service as a director of the Corporation as described in Sections 1 and 5 therein.

The Grantee acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this RSU Award, inclusive of the attached Restricted Stock Unit Award Agreement, and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Corporation regarding the subject matter contained herein.

Radiant Logistics, Inc.	Grantee:
By:
Title:	Date:
Date:

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT made as of the grant date set forth in Section 1 of the RSU Award to which this Agreement relates and is attached (the “Date of Grant”) between Radiant Logistics, Inc., a Delaware corporation (the “Corporation”), and the individual identified in Section 2 of the Restricted Stock Unit Award to which this Agreement relates and is attached (the “Grantee”).

W I T N E S S E T H:

WHEREAS, the Corporation adopted the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan effective as of November 13, 2012 (the “Plan”), providing for the grant of Restricted Stock Units or the right to receive shares of Common Stock of the Corporation (the “Common Stock”) by certain specified individuals, including directors of the Corporation; and

WHEREAS, the Audit and Executive Oversight Committee (the “Committee”) has authorized the grant of Restricted Stock Units to the Grantee on the date of this Agreement as evidenced by the Restricted Stock Unit Award to which this Agreement is attached (the “RSU Award”), thereby allowing the Grantee to acquire a proprietary interest in the Corporation in order that the Grantee will have a further incentive for remaining as a director of the Corporation; and

WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference; and

WHEREAS, the Grantee has accepted the grant of Restricted Stock Units evidenced by the RSU Award and has agreed to the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant and Vesting of RSU Award.  The Corporation hereby grants to the Grantee as a separate incentive in connection with his or her service as a director of the Corporation and not in lieu of any fees for his or her services, an award of that number of Restricted Stock Units (as set forth in Section 3 of the RSU Award) on the date hereof, subject to all of the terms and conditions in this Agreement and the Plan. The RSU Award grants to the Grantee the right to receive that number of shares of Common Stock of the Corporation (at the rate of one share of Common Stock for each Restricted Stock Unit) as provided in the vesting schedule set forth in Section 4 of the RSU Award, provided that the Grantee remains a director of the Corporation as of each such vesting date or dates as indicated in Section 4 of the RSU Award and as provided in Section 5 hereof. In addition, the RSU Award may vest and shares of Common Stock subject to the RSU Award may become vested and issuable pursuant to and as provided in Sections 3, 4(c) and 10 of this Agreement.

2. Issuance of Shares of Common Stock.  As soon as practicable, but not more than 30 days, after each date as of which shares of Common Stock subject to the RSU Award become vested and issuable pursuant to Section 1, 3, 4(c) or 10 of this Agreement, the Corporation shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

3. Committee Discretion to Accelerate Vesting.  The Committee may decide, in its absolute discretion, to accelerate the vesting on the balance, or some lesser portion of the balance, of the Restricted Stock Units evidenced by the RSU Award at any time.  If so accelerated, the Restricted Stock Units will be considered to have vested as of the date specified by the Committee.

4. Termination or Forfeiture of Unvested RSU Awards Upon Termination of Service as a Director of the Corporation.

- 2 -

(a)As of the date of termination of the Grantee’s service as a director of the Corporation for any reason other than death or Disability of the Grantee, then the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3 or 10 of this Agreement and been issued as of the date Grantee’s service as a director of the Corporation terminates.

(b)If the Grantee dies or his or her service as a director of the Corporation is terminated by reason of his or her Disability while he or she is a director of the Corporation, in each case within one (1) year after the Date of Grant, then the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3 or 10 of this Agreement as of the date Grantee’s service as a director of the Corporation terminates.

(c)If the Grantee dies or his or her service as a director of the Corporation terminates by reason of his or her Disability while he or she is a director of the Corporation, in each case one (1) year or more after the Date of Grant, the Restricted Stock Units evidenced by the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award that would have vested and become issuable pursuant to Section 4 of the RSU Award and Section 1 of this Agreement on the next annual anniversary of the Date of Grant, irrespective of the Grantee’s death or Disability (such date, the “Section 4(c) Deemed Vesting Date”), and such shares of Common Stock underlying such Restricted Stock Units shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement; provided, however, that if Section 4 of the RSU Award provides for cliff vesting on a date certain that occurs after the Section 4(c) Deemed Vesting Date, then for purposes of determining any immediate vesting under this Section 4(c), the vesting period of the RSU Award shall be re-determined as if such RSU Award vested in equal annual installments over its originally scheduled vesting time period instead of in one installment on the cliff vesting date as indicated in Section 4 of the RSU Award and the Restricted Stock Units evidenced by the RSU Award will become immediately vested with respect to that number of underlying shares of Common Stock subject to the RSU Award that would have vested and become issuable on this re-determined basis during the period of time between the Date of Grant and the Section 4(c) Deemed Vesting Date, and such shares of Common Stock underlying such Restricted Stock Units shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive all of the remaining shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement. As soon as practicable, but not more than 30 days, after such date, the Corporation shall direct its transfer agent to issue such number of shares of Common Stock that have vested pursuant to this Section 4(c) of this Agreement in the name of Grantee or a nominee in book entry. By way of example and for clarification and the avoidance of doubt, if the RSU Award was scheduled to cliff vest on the three-year anniversary of the Date of Grant and the Grantee dies or his or her service as a director of the terminates by reason of his or her Disability while he or she is a director of the Corporation on the 18^th month anniversary of the Date of Grant,  the Restricted Stock Units evidenced by the RSU Award will become immediately vested with respect to two-thirds of the underlying shares of Common Stock subject to the RSU Award (which represents that number of underlying shares of Common Stock that would have been vested as of the Section 4(c) Deemed Vesting Date assuming the RSU Award vested in three equal annual installments), and such shares of Common Stock shall be issued immediately thereafter to the Grantee and the Grantee shall forfeit his or her rights to receive the remaining one-third shares of Common Stock subject to the RSU Award that have not vested pursuant to Section 1, 3, 4(c) or 10 of this Agreement.

(d)Notwithstanding the foregoing, the Committee may determine in its sole discretion that a change in the Grantee’s status from that of a director of the Corporation to that of an Employee or a Consultant of the Corporation or any Affiliate may not, for purposes of this Agreement, be deemed to result in a termination of such Grantee’s status as a director of the Corporation, and in such case, all references in this Agreement to the termination of the Grantee’s service as a director of the Corporation shall instead mean the termination of the Grantee’s employment with the Corporation or any Affiliate or Termination of Consulting Arrangement and all references to vesting being conditioned upon continuous service as a director of the Corporation shall instead mean continuous service as an Employee or Consultant of the Corporation or any Affiliate.

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5.Continuous Director Service Required.  The Restricted Stock Units evidenced by the RSU Award shall not vest as described in Section 1 of this Agreement unless the Grantee shall have been continuously a director of the Corporation from the Date of Grant until the applicable vesting date.

6. Withholding of Taxes.  Notwithstanding anything in this Agreement to the contrary, no certificate or book-entry notation representing shares of Common Stock may be delivered to the Grantee upon vesting of the Restricted Stock Units evidenced by the RSU Award unless and until the Grantee shall have delivered to the Corporation the minimum statutorily required amount of any federal, state or local income or other taxes which the Corporation may be required by law to withhold with respect to such vesting of the RSU Award and the issuance and delivery of shares of Common Stock in connection therewith.  The Grantee may elect to satisfy any such income tax withholding requirement by payment in cash to the Corporation on or prior to the vesting date, or in the Committee’s  sole discretion and pursuant to such procedures as may be established by the Committee in its sole discretion, (i) by having the Corporation withhold shares of Common Stock otherwise deliverable to the Grantee upon vesting of the RSU Award or by delivering to the Corporation previously acquired shares of Common Stock; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (ii) by effecting “sell-to-cover” transactions through a broker in which the Grantee sells that number of shares of Common Stock in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be collected by the broker and making arrangements to remit the cash proceeds of such sales to the Corporation; or (iii) by a combination of such methods.

7. After the Death of the Grantee.  Any delivery of Common Stock to be made to the Grantee under this Agreement shall, if the Grantee is then deceased, be made to the Grantee’s designated beneficiary, or if no such beneficiary survives the Grantee, his or her estate.  Any transferee must furnish the Corporation with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Corporation to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8. Reservation of Shares of Common Stock. The Corporation shall at all times during the term of this Agreement reserve and keep available such number of shares of the Common Stock as will be sufficient to satisfy the requirements of this Agreement. The shares of Common Stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Corporation.

9. No Rights of Stockholder.  Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a stockholder of the Corporation in respect of any shares of Common Stock deliverable hereunder unless and until such shares of Common Stock have been issued pursuant to Section 2 of this Agreement. Notwithstanding the generality of the foregoing, Grantee shall not be entitled to vote any of the shares of Common Stock subject to the RSU Award, or otherwise exercise any incidents of ownership with respect to such shares of Common Stock until such shares have been issued pursuant to Section 2 of this Agreement, but shall be entitled to dividend equivalents with respect to dividends declared on Common Stock and such dividend equivalents shall vest and be delivered in the same manner as the shares of Common Stock subject to the RSU Award.  

10.Change in Control of the Corporation. If there is a Change in Control, the Restricted Stock Units evidenced by the RSU Award will be subject to the provisions of Article IX of the Plan; provided, however, that if the Restricted Stock Units evidenced by the RSU Award are continued, assumed or substituted pursuant to Article IX of the Plan and either in connection with the Change in Control or within one (1) year following the Change in Control, the Grantee’s service as a director of the Corporation or any Affiliate terminates other than as a result of the Grantee’s death, Disability or his or her voluntary resignation, the Restricted Stock Units evidenced by the RSU Award will vest automatically and the shares of Common Stock underlying such Restricted Stock Units will be issued immediately thereafter to the Grantee; provided, however, that if such RSU Award is subject to Section 409A of the Code, the Grantee’s termination of service as a director must also constitute a "separation from service" within the meaning of Section 409A of the Code, and any change in status that constitutes a "separation from service" under Section 409A of the Code will be treated as a termination of the Grantee’s service as a director of the Corporation or any Affiliate. As soon as practicable, but not more than 30 days, after such date, the Corporation

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shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry.

11.Registration.  The Corporation shall, at any time, register or qualify the shares of Common Stock pursuant to the Securities Act of 1933, as amended.

12.Approval of Counsel.  The issuance and delivery of shares of Common Stock pursuant to the Plan shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

13.Resale of Common Stock, Etc.  The Common Stock issued hereunder shall bear the following (or similar) legend if required by counsel for the Corporation:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

14.Limitation of Action.  The Grantee and the Corporation each acknowledges that every right of action accruing to the Grantee or it, as the case may be, and arising out of or in connection with this Agreement against the Corporation, on the one hand, or against the Grantee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three (3) years from the date of the act or omission in respect of which such right of action arises.

15.Notices.  Each notice relating to the RSU Award and this Agreement shall be in writing and delivered in person, by recognized overnight carrier or by certified mail to the proper address.  All notices to the Corporation or the Committee shall be addressed to them at 405 114^th Avenue, SE, Third Floor, Bellevue, WA 98004 Attn:  General Counsel.  All notices to the Grantee shall be addressed to the Grantee or such other person or persons at the Grantee’s address set forth in the Corporation’s records.  Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

16.Benefits of Agreement.  This Agreement shall inure to the benefit of the Corporation, the Grantee and their respective heirs, executors, administrators, personal representatives, successors and assigns.

17.Severability.  In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

18.Governing Law.  This Agreement will be construed and governed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach of this Agreement, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth below:

(i)THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL.  Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by this Agreement.

(ii)The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph.  Venue for any arbitration pursuant to this Agreement will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing

- 5 -

body.  The Corporation shall pay the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law).  Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based.  The award of the arbitrator shall be final and binding.  Judgment upon any award may be entered in any court having jurisdiction thereof.  

19.No Right to Continue Director Service.  Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Grantee and the Corporation, (b) as a right of the Grantee to continue as a director of the Corporation, or (c) as a limitation of the right of the Corporation in accordance with applicable law and the Corporation’s charter and bylaws to remove the Grantee as a director of the Corporation at any time, with or without cause or not to re-elect the Grantee as a director of the Corporation.

20.Definitions.  Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

21.Incorporation of Terms of Plan.  This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

BY WAY OF THEIR EXECUTION OF THE RSU AWARD TO WHICH THIS AGREEMENT RELATES AND IS ATTACHED, the Corporation and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

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EX-31.1

Exhibit 31.1

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Bohn H. Crain, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Radiant Logistics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As a certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2016

By:	/s/ Bohn H. Crain
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Todd E. Macomber, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Radiant Logistics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As a certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2016

By:	/s/ Todd E. Macomber
	Chief Financial Officer
	(Principal Accounting Officer)

EX-32.1

Exhibit 32.1

Certifications Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of Radiant Logistics, Inc. (the “Company”) hereby certifies that, to his knowledge, the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2016

By:	/s/ Bohn H. Crain
	Bohn H. Crain
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Todd E. Macomber
	Todd E. Macomber
	Chief Financial Officer
	(Principal Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2016	Nov. 04, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Trading Symbol	RLGT
Entity Registrant Name	RADIANT LOGISTICS, INC
Entity Central Index Key	0001171155
Current Fiscal Year End Date	--06-30
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		48,789,088

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Current assets:
Cash and cash equivalents	$ 7,804	$ 4,768
Accounts receivable, net of allowance of $1,852 and $1,806, respectively	114,051	101,035
Employee and other receivables	396	635
Income tax deposit	157	1,525
Prepaid expenses and other current assets	7,440	5,410
Total current assets	129,848	113,373
Technology and equipment, net	12,114	12,453
Acquired intangibles, net	69,917	71,941
Goodwill	62,888	62,888
Deposits and other assets	2,866	2,814
Total long-term assets	135,671	137,643
Total assets	277,633	263,469
Current liabilities:
Accounts payable and accrued transportation costs	84,541	75,071
Commissions payable	10,085	8,280
Other accrued costs	5,772	5,331
Due to former shareholders of acquired operations	0	50
Current portion of notes payable	2,419	2,416
Current portion of contingent consideration	3,834	3,387
Current portion of transition and lease termination liability	1,809	1,838
Other current liabilities	122	138
Total current liabilities	108,582	96,511
Notes payable, net of current portion	29,760	28,903
Contingent consideration, net of current portion	3,901	4,098
Transition and lease termination liability, net of current portion	463	658
Deferred rent liability	934	851
Deferred tax liability	12,151	12,525
Other long-term liabilities	1,071	742
Total long-term liabilities	48,280	47,777
Total liabilities	156,862	144,288
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 839,200 shares issued and outstanding, liquidation preference of $20,980	1	1
Common stock, $0.001 par value, 100,000,000 shares authorized; 48,857,506 and 48,857,506 shares issued and outstanding, respectively	30	30
Additional paid-in capital	114,692	114,392
Treasury stock, at cost, 91,798 and 0 shares, respectively	(253)	0
Deferred compensation	0	(1)
Retained earnings	5,932	4,581
Accumulated other comprehensive income	319	98
Total Radiant Logistics, Inc. stockholders’ equity	120,721	119,101
Non-controlling interest	50	80
Total stockholders’ equity	120,771	119,181
Total liabilities and stockholders’ equity	$ 277,633	$ 263,469

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Statement Of Financial Position [Abstract]
Allowance for accounts receivable	$ 1,852	$ 1,806
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	839,200	839,200
Preferred stock, shares outstanding	839,200	839,200
Preferred stock, shares liquidation preference	$ 20,980	$ 20,980
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	48,880,391	48,857,506
Common stock, shares outstanding	48,788,593	48,857,506
Treasury stock, shares	91,798	0

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Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues	$ 195,133	$ 215,495
Cost of transportation	146,124	164,782
Net revenues	49,009	50,713
Operating partner commissions	23,351	22,298
Personnel costs	12,778	14,443
Selling, general and administrative expenses	5,782	6,463
Depreciation and amortization	3,006	3,105
Transition and lease termination costs	476	3,163
Change in contingent consideration	250	(412)
Total operating expenses	45,643	49,060
Income from operations	3,366	1,653
Other income (expense):
Interest income	4	7
Interest expense	(639)	(1,418)
Foreign exchange gain	201	250
Other	194	95
Total other expense:	(240)	(1,066)
Income before income tax expense	3,126	587
Income tax expense	(1,252)	(233)
Net income	1,874	354
Less: Net income attributable to non-controlling interest	(12)	(15)
Net income attributable to Radiant Logistics, Inc.	1,862	339
Less: Preferred stock dividends	(511)	(511)
Net income (loss) attributable to common stockholders	1,351	(172)
Other comprehensive income
Foreign currency translation gain	221	855
Comprehensive income	$ 1,572	$ 683
Net income (loss) per common share - basic and diluted	$ 0.03	$ 0.00
Weighted average shares outstanding:
Basic shares	48,861,511	47,375,437
Diluted shares	49,534,395	47,375,437

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Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Sep. 30, 2016 - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Treasury Stock	Deferred Compensation	Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interest
Balance at Jun. 30, 2016	$ 119,181	$ 1	$ 30	$ 114,392		$ (1)	$ 4,581	$ 98	$ 80
Balance, shares at Jun. 30, 2016		839,200	48,857,506
Repurchase of common stock	(253)		$ (253)		$ (253)
Repurchase of common stock, shares			(91,798)
Share-based compensation	330			330
Amortization of deferred compensation	1					$ 1
Cashless exercise of stock options	$ (30)			(30)
Cashless exercise of stock options, shares	77,800		22,885
Preferred dividends paid	$ (511)						(511)
Distribution to non- controlling interest	(42)								(42)
Net income	1,874						1,862		12
Comprehensive income	221							221
Balance at Sep. 30, 2016	$ 120,771	$ 1	$ 30	$ 114,692	$ (253)		$ 5,932	$ 319	$ 50
Balance, shares at Sep. 30, 2016		839,200	48,788,593

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net income	$ 1,874	$ 354
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
share-based compensation expense	331	390
amortization of intangibles	2,074	2,195
depreciation and leasehold amortization	932	910
Deferred income tax benefit	(422)	(435)
amortization of loan fees	80	101
change in contingent consideration	250	(412)
transition and lease termination costs	21	2,522
loss on disposal of technology and equipment	9	54
change in (recovery of) provision for doubtful accounts	46	(178)
CHANGE IN OPERATING ASSETS AND LIABILITIES:
accounts receivable	(13,294)	1,121
employee and other receivables	239	(98)
income tax deposit	1,380	(1,585)
prepaid expenses, deposits and other assets	(2,129)	1,793
accounts payable and accrued transportation costs	9,642	(1,185)
commissions payable	1,805	(445)
other accrued costs	451	(377)
other liabilities	327	268
deferred rent liability	85	(232)
transition and lease termination liability	(221)	(121)
Net cash provided by operating activities	3,480	4,640
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition during the fiscal year	(50)	0
Purchases of technology and equipment	(662)	(995)
Proceeds from sale of technology and equipment	37	66
Payments to former shareholders of acquired operations	(50)	(684)
Net cash used for investing activities	(725)	(1,613)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from (repayments to) credit facility, net of credit fees	1,712	(37,708)
Repayments of notes payable	(585)	(42)
Proceeds from stock offering, net of offering costs	0	38,430
Purchases of treasury stock	(253)	0
Payment of preferred stock dividends	(511)	(511)
Distribution to non-controlling interest	(42)	0
Payments of employee tax withholdings related to cashless stock option exercises	(30)	(86)
Tax benefit from exercise of stock options	0	58
Net cash provided by financing activities	291	141
Effect of exchange rate changes on cash and cash equivalents	(10)	(205)
NET INCREASE IN CASH AND CASH EQUIVALENTS	3,036	2,963
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	4,768	7,268
CASH AND CASH EQUIVALENTS, END OF PERIOD	7,804	10,231
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid	333	401
Interest paid	$ 570	$ 1,406

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The Company and Basis of Presentation

3 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

The Company and Basis of Presentation

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

The Company

Radiant Logistics, Inc. (the “Company”) operates as a third party logistics company, providing multi-modal transportation and logistics services primarily in the United States and Canada. The Company services a large and diversified account base consisting of consumer goods, food and beverage, manufacturing and retail customers which it supports from an extensive network of over 100 operating locations across North America, as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network including 18 Company-owned offices. As a third party logistics company, the Company has approximately 10,000 asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines, in its carrier network. The Company believes shippers value its services because it is able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service since it is not influenced by the ownership of transportation assets. In addition, the Company’s minimal investment in physical assets affords it the opportunity for higher return on invested capital and net cash flows than the Company’s asset-based competitors.

Through its operating locations across North America, the Company offers domestic and international air and ocean freight forwarding services and freight brokerage services including truckload services, less than truckload services and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. The Company’s primary business operations involve arranging the shipment, on behalf of its 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, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services, including customs brokerage, order fulfillment, inventory management and warehousing services to complement its core transportation service offering.

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s new truck brokerage and intermodal service offerings, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company is creating density in its trade lanes which creates opportunities for the Company to more efficiently source and manage its transportation capacity.

In addition to its focus on organic growth, it will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

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, 2016.

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 Radiant Global Logistics, Inc. (“RGL”), and 60% owned by Radiant Capital Partners, LLC (“RCP”, see Note 8), an affiliate of Bohn H. Crain, the Company’s Chief Executive Officer, whose accounts are included in the condensed consolidated financial statements. All significant intercompany balances and transactions have been eliminated. All amounts in the condensed consolidated financial statements are stated in thousands, except share and per share amounts.

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Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 carrying values of the Company’s receivables, accounts payable and accrued transportation costs, commissions payable, other accrued costs, and the income tax deposit approximate the fair values due to the relatively short maturities of these instruments. The carrying value of the Company’s credit facility and other long-term liabilities would not differ significantly from fair value (based on Level 2 inputs) 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. Cash balances may at times exceed federally insured limits. 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 condensed 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 $5,678 and $4,434 as of September 30, 2016 and June 30, 2016, 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 in order 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 strategic operating partner locations operating under various Company brands. Each individual strategic operating partner is responsible for some or all of the bad debt expense related to the underlying customers being serviced by such operating partner. To facilitate this arrangement, certain strategic operating partners are 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 strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days. 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, as well as other deficit balances owed to us by our strategic operating partners, are recognized as a receivable in the Company’s financial statements. Other strategic operating partners are not responsible to establish a bad debt reserve, however, they are still responsible for deficits and their strategic operating partner agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual strategic operating partner in satisfaction of any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these strategic operating partners. However, to the extent any of these operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amount.

g) Technology and Equipment

Technology (computer software, hardware, and communications), vehicles, furniture and equipment are stated at cost, less accumulated depreciation over the estimated useful lives of the respective assets. Depreciation is computed using three to fifteen year lives for vehicles, communication, office, furniture, and computer equipment using the straight line method of depreciation. Computer software is depreciated over a three to five year life using the straight line method of depreciation. For leasehold improvements, the cost is amortized 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 or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized.

h) Goodwill

Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. 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 September 30, 2016, management believes there are no indications of impairment.

i) Long-Lived Assets

Acquired intangibles consist of customer related intangibles, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangibles are amortized using the straight-line method over a period of up to 10 years, trademarks and trade names are amortized using the straight line method over 15 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 September 30, 2016.

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 condensed 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 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 condensed 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 March 2022. Rent expense is recognized straight line over the term of the lease. Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	3,470
2018		3,960
2019		3,289
2020		3,030
2021		2,301
Thereafter		973
Total minimum lease payments	$	17,023

Rent expense amounted to $1,217 and $1,228 for the three months ended September 30, 2016 and 2015, respectively.

l) Lease Termination and Transition Costs

Lease termination costs consist of expenses related to future rent payments for which the Company no longer intends 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. Transition costs consist of non-recurring personnel costs that will be eliminated in connection with the winding-down of the historical back-office of Service by Air, Inc. (“SBA”) and other operating locations.

The transition and lease termination liability consists of the following:

(In thousands)	LeaseTermination Costs			Retention and Severance Costs		Non-recurring Personnel Costs			Total
Balance as of June 30, 2016	$	1,815		$	681	$	—		$	2,496
Lease termination and transitions costs		3			18		455			476
Payments and other		(245	)		—		(455	)		(700	)
Balance as of September 30, 2016	$	1,573		$	699	$	—		$	2,272

m) 401(k) Savings Plans

The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plans were $182 and $147 for the three months ended September 30, 2016 and 2015, respectively.

n) Income Taxes

Deferred income taxes are reported using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, 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 generally does not own transportation assets. The Company generates the major portion of its freight forwarding revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to its customers. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a House Airway Bill or a House Ocean Bill of Lading are recognized at the time the freight is tendered to the direct carrier at origin net of duties and taxes. Costs related to the shipments are also recognized at this same time based upon anticipated margins, contractual arrangements with direct carriers, and other known factors. The estimates are routinely monitored and compared to actual invoiced costs. The estimates are adjusted as deemed necessary by the Company to reflect differences between the original accruals and actual costs of purchased transportation.

This method generally results in recognition of revenues and purchased transportation costs earlier than the preferred methods under GAAP which does not recognize revenue until a proof of delivery is received or which recognizes revenue as progress on the transit is made. The Company’s method of revenue and cost recognition does not result in a material difference from amounts that would be reported under such other methods.

All other revenue, including revenue from other value-added services including brokerage services, warehousing and fulfillment services, is recognized upon completion of the service.

p) Share-Based Compensation

The Company has issued restricted stock awards and stock options to certain directors, officers and employees. The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans.

The Company recorded share-based compensation expense of $331 and $390 for the three months ended September 30, 2016 and 2015, respectively.

q) Basic and Diluted Income Per Share

Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as stock awards and stock options, had been issued and if the additional common shares were dilutive. Net income attributable to common stockholders is calculated after earned preferred stock dividends, whether or not declared.

For the three months ended September 30, 2016, the weighted average outstanding number of dilutive common shares totaled 49,534,395 shares of common stock, including unvested restricted stock awards and options to purchase 3,880,012 shares of common stock as of September 30, 2016, of which 2,231,119 were excluded as their effect would have been antidilutive. For the three months ended September 30, 2015, the weighted average outstanding number of dilutive common shares totaled 47,375,437 shares of common stock. Unvested restricted stock awards and options to purchase 4,481,608 shares of common stock were excluded from the diluted income per share for the three months ended September 30, 2015, as there was a net loss and their effect would have been antidilutive.

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

	Three Months Ended September 30,
	2016		2015
Weighted average basic shares outstanding		48,861,511		47,375,437
Dilutive effect of share-based awards		672,884		—
Weighted average dilutive shares outstanding		49,534,395		47,375,437

r) Foreign Currency Translation

For the Company’s significant foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at period-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive (loss) income. Gains and losses on transactions of monetary items are recognized in the condensed consolidated statements of operations.

s) Reclassifications

Certain amounts for prior periods have been reclassified in the Company’s condensed consolidated financial statements to conform to the classification used in fiscal year 2017.

t) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases, to replace existing guidance. The guidance requires the recognition of right-of-use assets and lease liabilities for operating leases with terms more than 12 months on the balance sheet. Guidance is also provided for the presentation of leases within the statement of operations and cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes, allowing the recognition of income tax consequences on intra-entity asset transfers. Current GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements.

u) Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-09, Stock Compensation, to improve the accounting for share-based compensation. The guidance changes how companies account for certain aspects of share-based compensation and the related financial statement presentation. The ASU includes a requirement that the tax effect related to settled share-based awards be recorded as a component of income tax expense or benefit rather than as a component of changes to additional paid-in capital. Cash flows related to excess tax benefits are now reflected as an operating activity. In addition, this ASU simplifies accounting of forfeitures and allows a company to make an accounting policy to estimate the number of share-based awards that are expected to vest and develop a forfeiture rate or to recognize forfeitures as they occur. The Company has elected to account for forfeitures as they occur. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a prospective basis. As such, there were no changes to prior periods presented. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to the periods presented on the Company’s Condensed Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, to address eight specific cash flow issues to reduce existing divergence in practice. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a retrospective basis. The primary impact to the Company from this ASU is: 1) cash payments for debt prepayment or debt extinguishment are classified as cash outflows for financing activities; 2) cash payments made soon after an acquisition are classified as cash outflows for investing activities. Cash payments made after a business combination up to the amount of contingent consideration initially recorded are classified as cash outflows for financing activities. Any payments in excess of the amount initially recorded are classified as cash outflows from operating activities.. There is no change to the current presentation within the Condensed Consolidated Statements of Cash Flows.

In the prior fiscal year, the Company adopted ASU 2015-03, Imputation of Interest, and ASU 2015-17, Balance Sheet Classification of Deferred Taxes.

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Business Acquisitions

3 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Business Acquisitions

NOTE 3 – BUSINESS ACQUISITIONS

Fiscal Year 2016 Acquisition

Copper Logistics, Incorporated

On November 2, 2015, the Company acquired the operations and assets of Copper Logistics, Incorporated (“Copper”), a Minneapolis, Minnesota based company that provides a full range of domestic and international transportation and logistics services across North America. The Company has structured the transaction similar to previous acquisitions, with a portion of the expected purchase price payable in subsequent periods based on future performance of the acquired operation.

The results of operations for the business acquired are included in the financial statements as of the date of purchase.

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Technology and Equipment

3 Months Ended

Sep. 30, 2016

Property Plant And Equipment [Abstract]

Technology and Equipment

NOTE 4 – TECHNOLOGY AND EQUIPMENT

(In thousands)	September 30,			June 30,
	2016			2016
Vehicles	$	4,832		$	4,890
Communication equipment		187			186
Office and warehouse equipment		646			608
Furniture and fixtures		592			581
Computer equipment		1,472			1,416
Computer software		9,107			8,596
Leasehold improvements		1,641			1,648
		18,477			17,925
Less: Accumulated depreciation and amortization		(6,363	)		(5,472	)
	$	12,114		$	12,453

Depreciation and amortization expense related to technology and equipment was $932 and $910 for the three months ended September 30, 2016 and 2015, respectively.

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Acquired Intangible Assets

3 Months Ended

Sep. 30, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Acquired Intangible Assets

NOTE 5 – ACQUIRED INTANGIBLE ASSETS

The table below reflects acquired intangible assets related to all acquisitions:

(In thousands)	September 30,			June 30,			Weighted-Average
	2016			2016			Life
Customer related	$	85,874		$	85,824		7.9 years
Trade names and trademarks		14,069			14,069		13.5 years
Covenants not to compete		740			740		1.3 years
		100,683			100,633
Less: Accumulated amortization		(30,766	)		(28,692	)
	$	69,917		$	71,941

Amortization expense amounted to $2,074 and $2,195 for the three months ended September 30, 2016 and 2015, respectively. Future amortization expense for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	6,230
2018		8,245
2019		8,201
2020		8,089
2021		8,026
Thereafter		31,126
	$	69,917

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Notes Payable and Other Long Term Debt

3 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Notes Payable and Other Long Term Debt

NOTE 6 – NOTES PAYABLE AND OTHER LONG-TERM DEBT

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

(In thousands)	September 30,			June 30,
	2016			2016
Long-term Credit Facility	$	11,460		$	9,766
Senior Secured Loan		21,209			22,081
Other notes payable		291			338
Less: Loan issuance costs		(781	)		(866	)
Total notes payable and other long-term debt		32,179			31,319
Less: Current portion		(2,419	)		(2,416	)
Total notes payable, net of current portion	$	29,760		$	28,903

Future maturities of notes payable and other long-term debt for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	1,801
2018		2,484
2019		13,959
2020		2,670
2021		2,854
Thereafter		9,192
	$	32,960

Bank of America Credit Facility

The Company has a $65.0 million senior credit facility (the “Credit Facility”) with Bank of America, N.A. (the “Lender”) on its own behalf and as agent to the other lenders named therein, currently consisting of the Bank of Montreal (as the initial member of the syndicate under such loan), pursuant to an Amended and Restated Loan and Security Agreement. The Credit Facility includes a $2.0 million sublimit to support letters of credit and matures August 9, 2018.

Borrowings accrue interest based on the Company’s fixed charge coverage ratio at the Lender’s base rate plus 0.0% to 0.50% or LIBOR plus 1.50% to 2.25%. The Credit Facility provides for advances of up to 85% of the eligible Canadian and domestic accounts receivable, 75% of eligible accrued but unbilled domestic receivables and eligible foreign accounts receivable, all of which are subject to certain sub-limits, reserves and reductions. The Credit Facility is collateralized by a first-priority security interest in all of the assets of the U.S. co-borrowers, a first-priority security interest in all of the accounts receivable and associated assets of the Canadian co-borrowers (the “Canadian A/R Assets”) and a second-priority security interest on the other assets of the Canadian borrowers.

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 September 30, 2016, the Company was in compliance with all of its covenants.

As of September 30, 2016, based on available collateral and $0.4 million in outstanding letter of credit commitments, there was $43.2 million available for borrowing under the Credit Facility, excluding any availability attributable to accounts receivable of SBA.

Senior Secured Loan

In connection with the Company’s acquisition of Wheels, Wheels obtained a CAD$29.0 million senior secured Canadian term loan from Integrated Private Debt Fund IV LP (“IPD”) pursuant to a CAD$29,000,000 Credit Facilities Loan Agreement (the “IPD Loan Agreement”). The Company and its U.S. and Canadian subsidiaries are guarantors of the Wheels obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65% per annum. The Company is required to maintain 5 months interest in a debt service reserve account to be controlled by IPD. This amount is recorded as deposits and other assets in the accompanying condensed consolidated financial statements. The loan repayment consists of interest-only payments for the first 12 months followed by blended principal and interest payments for the next eight years. The loan may be prepaid in whole at any time upon providing at least 30 days prior written notice and paying the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to April 1, 2024, and (ii) the face value of the principal amount being prepaid. As of September 30, 2016, the Company was in compliance with all of its covenants.

The loan is collateralized by a (i) first-priority security interest in all of the assets of Wheels except the Canadian A/R Assets, (ii) a second-priority security interest in the Canadian A/R Assets, and (iii) a second-priority security interest on all of the Company’s assets.

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Stockholders' Equity

3 Months Ended

Sep. 30, 2016

Equity [Abstract]

Stockholders' Equity

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $0.001 per share and 100,000,000 shares of common stock, $0.001 per share.

Series A Preferred Stock

The Company has 839,200 shares of 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Shares”) liquidation preference $25.00 per share. Dividends on the Series A Preferred Shares are cumulative from the date of original issue and are payable on January 31, April 30, July 31 and October 31, 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 September 30, 2016, 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.”

For the three months ended September 30, 2016, the Company’s board of directors declared and paid cash dividends to holders of Series A Preferred Shares in the amount of $0.609375 per share, totaling $511.

Common Stock

In January 2016, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2016. Under the stock repurchase program, the Company is authorized to repurchase, from time-to-time, shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice. Under this repurchase program, the Company purchased 91,798 shares of its common stock at an average cost of $2.75 per share for an aggregate cost of $253 for the three months ended September 30, 2016. Prior to this fiscal quarter, there were no purchases of common stock executed under the repurchase program.

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Variable Interest Entity and Related Party Transactions

3 Months Ended

Sep. 30, 2016

Equity Method Investments And Joint Ventures [Abstract]

Variable Interest Entity and Related Party Transactions

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 months ended September 30, 2016, RLP recorded $20 in profits, of which RCP’s distributable share was $12. For the three months ended September 30, 2015, RLP recorded $25 in profits, of which RCP’s distributable share was $15. The non-controlling interest recorded as a reduction of income on the condensed consolidated statements of operations represents RCP’s distributive share.

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Fair Value Measurements

3 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9 – FAIR VALUE MEASUREMENTS

The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis:

(In thousands)	Fair Value Measurements as of September 30, 2016
	Level 3		Total
Contingent consideration	$	7,735	$	7,735
	Fair Value Measurements as of June 30, 2016
	Level 3		Total
Contingent consideration	$	7,485	$	7,485

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 condensed consolidated statements of operations. The Company recorded an increase to contingent consideration of $250 and a decrease of $412 for the three months ended September 30, 2016 and 2015, respectively. The change in the current period is principally attributable to a net increase in management’s estimates of future earn-out payments through the remainder of its earn-out periods.

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 $16,009, through earn-out periods measured through November 2019, although there are no maximums on certain earn-out payments. Contingent consideration is net of advances on earn-out payments of $689, and also includes approximately $3.8 million that was earned during fiscal year 2016 and is payable November 2016.

The following table provides a reconciliation of the beginning and ending liabilities for the liabilities measured at fair value using significant unobservable inputs (Level 3):

(In thousands)	Contingent Consideration
Balance as of June 30, 2016	$	7,485
Change in fair value		250
Balance as of September 30, 2016	$	7,735

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Provision for Income Taxes

3 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Provision for Income Taxes

NOTE 10 – PROVISION FOR INCOME TAXES

(In thousands)	Three Months Ended September 30,
	2016			2015
Current income tax expense	$	1,674		$	668
Deferred income tax benefit		(422	)		(435	)
Income tax expense	$	1,252		$	233

The Company’s effective tax rate for the three months ended September 30, 2016 and 2015 is higher than the U.S. federal statutory rate primarily due to state income taxes and losses in a foreign jurisdiction that is being benefited at a lower foreign rate.

The Company and its wholly owned U.S. subsidiaries file a consolidated Federal income tax return. The Company also files unitary or separate returns in various state, local, and non-U.S. jurisdictions based on state, local and non-U.S. filing requirements. Tax years which remain subject to examination by U.S. authorities are the years ended June 30, 2013 through June 30, 2016. Tax years which remain subject to examination by state authorities are the years ended June 30, 2012 through June 30, 2016. Tax years which remain subject to examination by non-U.S. authorities are the periods ended December 31, 2012 through June 30, 2016. Occasionally acquired entities have tax years that differ from the Company and are still open under the relevant statute of limitations and therefore are subject to potential adjustment.

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Share-Based Compensation

3 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Compensation

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. The Company recognized share-based compensation expense related to stock awards of $1 for each of the three months ended September 30, 2016 and 2015. During the three months ended September 30, 2016, there was no change to the 1,078 unvested shares.

Stock Options

For the three months ended September 30, 2016 and 2015, the Company recognized share-based compensation expense related to stock options of $330 and $389, respectively. The aggregate intrinsic value of options exercised was $99 and $280 for the three months ended September 30, 2016 and 2015, respectively.

During the three months ended September 30, 2016, the weighted average fair value per share of employee stock options granted was $1.52. The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three Months Ended September 30, 2016
Risk-free interest rate		1.15%
Expected term	6.5 years
Expected volatility		48.02%
Expected dividend yield		0.00%

The following table summarizes the activity under the plan:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of June 30, 2016		3,855,290		$	2.95		6.95	$	2,530
Granted		150,000			3.16		10.00		—
Exercised		(77,800	)		1.69		—		—
Forfeited		(48,556	)		4.21		—		—
Outstanding as of September 30, 2016		3,878,934		$	2.95		6.98	$	2,119
Exercisable as of September 30, 2016		1,658,505		$	2.05		5.42	$	1,751

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Contingencies

3 Months Ended

Sep. 30, 2016

Commitments And Contingencies Disclosure [Abstract]

Contingencies

NOTE 12 – CONTINGENCIES

Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business, some of which are in the very early stages of litigation and therefore difficult to judge their potential materiality. For those claims for which we can judge the materiality, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. Legal expenses are expensed as incurred. A summary of potential material litigation is as follows.

Ingrid Barahona v. Accountabilities, Inc. d/b/a/ Accountabilities Staffing, Inc., Radiant Global Logistics, Inc. and DBA Distribution Services, Inc. (Ingrid Barahona California Class Action)

On October 25, 2013, plaintiff Ingrid Barahona filed a purported class action lawsuit against RGL, DBA Distribution Services, Inc. (“DBA”), and two third-party staffing companies (collectively, the “Staffing Defendants”) with whom Radiant and DBA contracted for temporary employees. In the lawsuit, Ms. Barahona, on behalf of herself and the putative class, seeks damages and penalties under California law, plus interest, attorneys’ fees, and costs, along with equitable remedies, alleging that she and the putative class were the subject of unfair and unlawful business practices, including certain wage and hour violations relating to, among others, failure to provide meal and rest periods, failure to pay minimum wages and overtime, and failure to reimburse employees for work-related expenses. Ms. Barahona alleges that she was jointly employed by the staffing companies and Radiant and DBA. Radiant and DBA deny Ms. Barahona’s allegations in their entirety, deny that they are liable to Ms. Barahona or the putative class members in any way, and are vigorously defending against these allegations based upon a preliminary evaluation of applicable records and legal standards.

If Ms. Barahona’s allegations were to prevail on all claims the Company, as well as its co-defendants, could be liable for uninsured damages in an amount that, while not significant when evaluated against either the Company’s assets or current and expected level of annual earnings, could be material when judged against the Company’s earnings in the particular quarter in which any such damages arose, if at all. However, based upon the Company’s preliminary evaluation of the matter, it does not believe it is likely to incur material damages, if at all, since, among others: (i) the amount of any potential damages remains highly speculative at this stage of the proceedings; (ii) the Company does not believe as a matter of law it should be characterized as Ms. Barahona’s employer and codefendant Accountabilities admitted to being the employer of record, (iii) any settlement will be properly apportioned between all named defendants and Radiant and DBA will not exclusively fund the settlement; (iv) wage and hour class actions of this nature typically settle for amounts significantly less than plaintiffs’ demands because of the uncertainly with litigation and the difficulty in taking these types of cases to trial; and (v) Plaintiff has indicated her desire to resolve this matter through a mediated settlement. Plaintiff admitted in a report to the court that she is unable to prosecute the case because the payroll and personnel records she needs are in the possession of Tri-State and/or Accountabilities, and the case has been stayed as to them pending resolution of their chapter 11 bankruptcy proceedings. In January 2016, the court held a status conference, which has since been continued until December 28, 2016 so the parties can attempt to obtain the necessary documents. DBA and Radiant are currently attempting to obtain the necessary records through the Tri-State and Accountabilities’ Trustee. At this time, the Company is unable to express an opinion as to the likely outcome of the matter.

High Protection Company, a Utah Company, Plaintiff v. Professional Air Transportation, LLC, a Utah Limited Liability Company, d/b/a ADCOM, SLC; Radiant Logistics, Inc., a Foreign Corporation; ADCOM World-Wide,, an Operating Division of Radiant Logistics, Inc.; Radiant Global Logistics, Inc., a Foreign Corporation, d/b/a Container Lines; Felipe Lake, an individual, Rubens Correa, an individual; and Does 1-100, Defendants, United States District Court of Utah (Central), Civil Docket No. 2:14-cv-00466-TC-BCW (formerly Salt Lake County, Utah, Case # 140902965)

On or about May 27, 2014, the Company, together with its co-defendants, including certain of its subsidiaries, were sued in the Third Judicial District Court, Salt Lake County, State of Utah. The matter was subsequently removed to the Federal Courts in the United States District Court, for the District of Utah. The lawsuit alleges liability and damages arising from the ocean shipment of five (5) armored vehicles from Jordan to the Kandahar Air Base, Afghanistan, commencing in August, 2011.

On April 10, 2011, the Plaintiff, High Protection Company, was awarded a contract from the United States Army in the amount of $0.7 million for the manufacture and delivery of five armored vehicles. The vehicles were to be delivered to the Kandahar Airfield in Kandahar, Afghanistan, by May 16, 2011. The delivery of the vehicles was delayed into 2013 due to various delays that occurred during the shipping process, including the closing of the border between Pakistan and Afghanistan from November 2011 to July 2012. In June 2013, the United States Army terminated its contract with the Plaintiff. Plaintiff asserted damages against the Company and its co-defendants in excess of $1.0 million, including loss of a $0.7 million contract with the United States Army, demurrage and storage charges now alleged to exceed $0.2 million, and loss of the vehicles.

Based upon the Company’s preliminary understanding of the claims, it does not believe it is likely to be exposed to damages, or damages that are material, since, among others: (i) the Company is insured for claims of this nature subject to a $1.0 million aggregate limit for all claims made and reported during the policy period (subject to a typical reservation of rights letter received from the Underwriter); (ii) the Company believes the Plaintiff’s losses, if any, were due, to a material extent, to its own contributory negligence; and (iii) the Plaintiff’s claim should be limited as a result of the limitations upon liability contained within the air bill of lading and other shipping documents used in the transaction.

A mediation took place in early 2016 and the parties were unable to come to a resolution. Subsequent to the mediation, the Company filed a Motion for Summary Judgment with the Court on the basis that the claim is time barred. Additionally, the Court, of its own accord, has asked the parties for briefing on the subject of “Jurisdiction”. The Court will permit additional briefing and additional discovery on both the Motion for Summary Judgment and the subject of Jurisdiction until January 2017. At that time, although no date has yet been set, the Court may request additional oral argument or additional briefing for the purposes of rendering determinations on the Motion for Summary Judgment and the legal issue with respect to Jurisdiction.

Contingent Consideration and Earn-out Payments

The Company’s agreements with respect to previous acquisitions contain future consideration provisions which provide for the selling equity owners 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 condensed 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:

(In thousands)	2017 (remaining)		2018		2019		2020		Total
Earn-out payments:
Cash	$	3,836	$	2,179	$	869	$	123	$	7,007
Equity		—		726		96		41		863
Total estimated earn-out payments (1)	$	3,836	$	2,905	$	965	$	164	$	7,870

(1) The Company generally has the right but not the obligation to satisfy a portion of the earn-out payments in stock.

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Operating and Geographic Segment Information

3 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Operating and Geographic Segment Information

NOTE 13 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions regarding allocation of resources and assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has two geographic operating segments: United States and Canada. Immaterial operations outside of the United States and Canada are reported in the United States segment.

The Company evaluates the performance of the segments primarily based on their respective revenues, net revenues and income from operations. Accordingly, capital expenditures and total assets are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes the costs of the Company’s executives, board of directors, professional services such as legal and consulting, amortization of acquired intangible assets and certain other corporate costs associated with operating as a public company. Intercompany transactions have been eliminated in the condensed consolidated balance sheets and statements of operations.

Three months ended September 30, 2016 (in thousands):	United States		Canada			Corporate/ Eliminations			Total
Revenues	$	171,680	$	24,801		$	(1,348	)	$	195,133
Net revenues		44,196		4,813			—			49,009
Income (loss) from operations		6,594		939			(4,167	)		3,366
Other income (expense)		346		48			(634	)		(240	)
Income (loss) before income tax expense		6,940		987			(4,801	)		3,126
Depreciation and amortization		585		164			2,257			3,006
Technology and equipment, net		9,541		1,479			1,094			12,114
Goodwill		42,984		19,904			—			62,888
Three months ended September 30, 2015 (in thousands):
Revenues	$	189,314	$	27,643		$	(1,462	)	$	215,495
Net revenues		45,885		4,828			—			50,713
Income (loss) from operations		7,953		(1,689	)		(4,611	)		1,653
Other income (expense)		106		239			(1,411	)		(1,066	)
Income (loss) before income tax expense		8,059		(1,450	)		(6,022	)		587
Depreciation and amortization		374		172			2,559			3,105
Technology and equipment, net		9,402		1,791			1,823			13,016
Goodwill		43,185		19,904			—			63,089

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):

Three months ended September 30, 2016 (in thousands):	United States		Other Countries		Total
Revenue	$	120,612	$	74,521	$	195,133
Cost of transportation		87,488		58,636		146,124
Net revenue	$	33,124	$	15,885	$	49,009
Three months ended September 30, 2015 (in thousands):	United States		Other Countries		Total
Revenue	$	126,191	$	89,304	$	215,495
Cost of transportation		100,810		63,972		164,782
Net revenue	$	25,381	$	25,332	$	50,713

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Subsequent Event

3 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Event

NOTE 14 – SUBSEQUENT EVENT

On October 14, 2016, the Company’s board of directors declared a cash dividend to holders of the Series A Preferred Shares in the amount of $0.609375 per share. The total declared dividend totaled $511 and was paid on October 31, 2016.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Use of Estimates

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.

Fair Value Measurements

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.

Fair Value of Financial Instruments

c) Fair Value of Financial Instruments

The carrying values of the Company’s receivables, accounts payable and accrued transportation costs, commissions payable, other accrued costs, and the income tax deposit approximate the fair values due to the relatively short maturities of these instruments. The carrying value of the Company’s credit facility and other long-term liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. Contingent consideration attributable to the Company’s acquisitions are reported at fair value using Level 3 inputs.

Cash and Cash Equivalents

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. Cash balances may at times exceed federally insured limits. 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 condensed 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 $5,678 and $4,434 as of September 30, 2016 and June 30, 2016, respectively.

Concentrations

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.

Accounts Receivable

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 in order 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 strategic operating partner locations operating under various Company brands. Each individual strategic operating partner is responsible for some or all of the bad debt expense related to the underlying customers being serviced by such operating partner. To facilitate this arrangement, certain strategic operating partners are 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 strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days. 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, as well as other deficit balances owed to us by our strategic operating partners, are recognized as a receivable in the Company’s financial statements. Other strategic operating partners are not responsible to establish a bad debt reserve, however, they are still responsible for deficits and their strategic operating partner agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual strategic operating partner in satisfaction of any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these strategic operating partners. However, to the extent any of these operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amount.

Technology and Equipment

g) Technology and Equipment

Technology (computer software, hardware, and communications), vehicles, furniture and equipment are stated at cost, less accumulated depreciation over the estimated useful lives of the respective assets. Depreciation is computed using three to fifteen year lives for vehicles, communication, office, furniture, and computer equipment using the straight line method of depreciation. Computer software is depreciated over a three to five year life using the straight line method of depreciation. For leasehold improvements, the cost is amortized 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 or amortization 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

h) Goodwill

Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. 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 September 30, 2016, management believes there are no indications of impairment.

Long-Lived Assets

i) Long-Lived Assets

Acquired intangibles consist of customer related intangibles, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangibles are amortized using the straight-line method over a period of up to 10 years, trademarks and trade names are amortized using the straight line method over 15 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 September 30, 2016.

Business Combinations

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 condensed 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 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 condensed consolidated statements of operations.

Commitments

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 March 2022. Rent expense is recognized straight line over the term of the lease. Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	3,470
2018		3,960
2019		3,289
2020		3,030
2021		2,301
Thereafter		973
Total minimum lease payments	$	17,023

Rent expense amounted to $1,217 and $1,228 for the three months ended September 30, 2016 and 2015, respectively.

Lease Termination and Transition Costs

l) Lease Termination and Transition Costs

Lease termination costs consist of expenses related to future rent payments for which the Company no longer intends 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. Transition costs consist of non-recurring personnel costs that will be eliminated in connection with the winding-down of the historical back-office of Service by Air, Inc. (“SBA”) and other operating locations.

The transition and lease termination liability consists of the following:

(In thousands)	LeaseTermination Costs			Retention and Severance Costs		Non-recurring Personnel Costs			Total
Balance as of June 30, 2016	$	1,815		$	681	$	—		$	2,496
Lease termination and transitions costs		3			18		455			476
Payments and other		(245	)		—		(455	)		(700	)
Balance as of September 30, 2016	$	1,573		$	699	$	—		$	2,272

401(k) Savings Plans

m) 401(k) Savings Plans

The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plans were $182 and $147 for the three months ended September 30, 2016 and 2015, respectively.

Income Taxes

n) Income Taxes

Deferred income taxes are reported using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively.

Revenue Recognition and Purchased Transportation Costs

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 generally does not own transportation assets. The Company generates the major portion of its freight forwarding revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to its customers. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a House Airway Bill or a House Ocean Bill of Lading are recognized at the time the freight is tendered to the direct carrier at origin net of duties and taxes. Costs related to the shipments are also recognized at this same time based upon anticipated margins, contractual arrangements with direct carriers, and other known factors. The estimates are routinely monitored and compared to actual invoiced costs. The estimates are adjusted as deemed necessary by the Company to reflect differences between the original accruals and actual costs of purchased transportation.

This method generally results in recognition of revenues and purchased transportation costs earlier than the preferred methods under GAAP which does not recognize revenue until a proof of delivery is received or which recognizes revenue as progress on the transit is made. The Company’s method of revenue and cost recognition does not result in a material difference from amounts that would be reported under such other methods.

All other revenue, including revenue from other value-added services including brokerage services, warehousing and fulfillment services, is recognized upon completion of the service.

Share-Based Compensation

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 about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans.

The Company recorded share-based compensation expense of $331 and $390 for the three months ended September 30, 2016 and 2015, respectively.

Basic and Diluted Income Per Share

q) Basic and Diluted Income Per Share

Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as stock awards and stock options, had been issued and if the additional common shares were dilutive. Net income attributable to common stockholders is calculated after earned preferred stock dividends, whether or not declared.

For the three months ended September 30, 2016, the weighted average outstanding number of dilutive common shares totaled 49,534,395 shares of common stock, including unvested restricted stock awards and options to purchase 3,880,012 shares of common stock as of September 30, 2016, of which 2,231,119 were excluded as their effect would have been antidilutive. For the three months ended September 30, 2015, the weighted average outstanding number of dilutive common shares totaled 47,375,437 shares of common stock. Unvested restricted stock awards and options to purchase 4,481,608 shares of common stock were excluded from the diluted income per share for the three months ended September 30, 2015, as there was a net loss and their effect would have been antidilutive.

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

	Three Months Ended September 30,
	2016		2015
Weighted average basic shares outstanding		48,861,511		47,375,437
Dilutive effect of share-based awards		672,884		—
Weighted average dilutive shares outstanding		49,534,395		47,375,437

Foreign Currency Translation

r) Foreign Currency Translation

For the Company’s significant foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at period-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive (loss) income. Gains and losses on transactions of monetary items are recognized in the condensed consolidated statements of operations.

Reclassifications

s) Reclassifications

Certain amounts for prior periods have been reclassified in the Company’s condensed consolidated financial statements to conform to the classification used in fiscal year 2017.

Recent Accounting Pronouncements

t) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases, to replace existing guidance. The guidance requires the recognition of right-of-use assets and lease liabilities for operating leases with terms more than 12 months on the balance sheet. Guidance is also provided for the presentation of leases within the statement of operations and cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes, allowing the recognition of income tax consequences on intra-entity asset transfers. Current GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements.

Recently Adopted Accounting Pronouncements

u) Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-09, Stock Compensation, to improve the accounting for share-based compensation. The guidance changes how companies account for certain aspects of share-based compensation and the related financial statement presentation. The ASU includes a requirement that the tax effect related to settled share-based awards be recorded as a component of income tax expense or benefit rather than as a component of changes to additional paid-in capital. Cash flows related to excess tax benefits are now reflected as an operating activity. In addition, this ASU simplifies accounting of forfeitures and allows a company to make an accounting policy to estimate the number of share-based awards that are expected to vest and develop a forfeiture rate or to recognize forfeitures as they occur. The Company has elected to account for forfeitures as they occur. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a prospective basis. As such, there were no changes to prior periods presented. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to the periods presented on the Company’s Condensed Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, to address eight specific cash flow issues to reduce existing divergence in practice. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a retrospective basis. The primary impact to the Company from this ASU is: 1) cash payments for debt prepayment or debt extinguishment are classified as cash outflows for financing activities; 2) cash payments made soon after an acquisition are classified as cash outflows for investing activities. Cash payments made after a business combination up to the amount of contingent consideration initially recorded are classified as cash outflows for financing activities. Any payments in excess of the amount initially recorded are classified as cash outflows from operating activities.. There is no change to the current presentation within the Condensed Consolidated Statements of Cash Flows.

In the prior fiscal year, the Company adopted ASU 2015-03, Imputation of Interest, and ASU 2015-17, Balance Sheet Classification of Deferred Taxes.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Schedule of Minimum Future Lease Payments (Excluding Lease Termination Liability) under Non-Cancelable Operating Leases

Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	3,470
2018		3,960
2019		3,289
2020		3,030
2021		2,301
Thereafter		973
Total minimum lease payments	$	17,023

Schedule of Transition and Lease Termination Liability

The transition and lease termination liability consists of the following:

(In thousands)	LeaseTermination Costs			Retention and Severance Costs		Non-recurring Personnel Costs			Total
Balance as of June 30, 2016	$	1,815		$	681	$	—		$	2,496
Lease termination and transitions costs		3			18		455			476
Payments and other		(245	)		—		(455	)		(700	)
Balance as of September 30, 2016	$	1,573		$	699	$	—		$	2,272

Reconciliation of Numerator and Denominator of Basic and Diluted Per Share Computations for Earnings Per Share

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 September 30,
	2016		2015
Weighted average basic shares outstanding		48,861,511		47,375,437
Dilutive effect of share-based awards		672,884		—
Weighted average dilutive shares outstanding		49,534,395		47,375,437

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Technology and Equipment (Tables)

3 Months Ended

Sep. 30, 2016

Property Plant And Equipment [Abstract]

Schedule of Technology and Equipment

(In thousands)	September 30,			June 30,
	2016			2016
Vehicles	$	4,832		$	4,890
Communication equipment		187			186
Office and warehouse equipment		646			608
Furniture and fixtures		592			581
Computer equipment		1,472			1,416
Computer software		9,107			8,596
Leasehold improvements		1,641			1,648
		18,477			17,925
Less: Accumulated depreciation and amortization		(6,363	)		(5,472	)
	$	12,114		$	12,453

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Acquired Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Acquired Intangible Assets

The table below reflects acquired intangible assets related to all acquisitions:

(In thousands)	September 30,			June 30,			Weighted-Average
	2016			2016			Life
Customer related	$	85,874		$	85,824		7.9 years
Trade names and trademarks		14,069			14,069		13.5 years
Covenants not to compete		740			740		1.3 years
		100,683			100,633
Less: Accumulated amortization		(30,766	)		(28,692	)
	$	69,917		$	71,941

Schedule of Future Amortization Expense

Future amortization expense for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	6,230
2018		8,245
2019		8,201
2020		8,089
2021		8,026
Thereafter		31,126
	$	69,917

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Notes Payable and Other Long Term Debt (Tables)

3 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule of Notes Payable and Other Long-Term Debt

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

(In thousands)	September 30,			June 30,
	2016			2016
Long-term Credit Facility	$	11,460		$	9,766
Senior Secured Loan		21,209			22,081
Other notes payable		291			338
Less: Loan issuance costs		(781	)		(866	)
Total notes payable and other long-term debt		32,179			31,319
Less: Current portion		(2,419	)		(2,416	)
Total notes payable, net of current portion	$	29,760		$	28,903

Schedule of Maturities of Notes Payable and Other Long-Term Debt

Future maturities of notes payable and other long-term debt for each of the next five fiscal years ending June 30 and thereafter are as follows:

(In thousands)
2017 (remaining portion)	$	1,801
2018		2,484
2019		13,959
2020		2,670
2021		2,854
Thereafter		9,192
	$	32,960

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Fair Value Measurements (Tables)

3 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis:

(In thousands)	Fair Value Measurements as of September 30, 2016
	Level 3		Total
Contingent consideration	$	7,735	$	7,735
	Fair Value Measurements as of June 30, 2016
	Level 3		Total
Contingent consideration	$	7,485	$	7,485

Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation

The following table provides a reconciliation of the beginning and ending liabilities for the liabilities measured at fair value using significant unobservable inputs (Level 3):

(In thousands)	Contingent Consideration
Balance as of June 30, 2016	$	7,485
Change in fair value		250
Balance as of September 30, 2016	$	7,735

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Provision for Income Taxes (Tables)

3 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense Benefit

(In thousands)	Three Months Ended September 30,
	2016			2015
Current income tax expense	$	1,674		$	668
Deferred income tax benefit		(422	)		(435	)
Income tax expense	$	1,252		$	233

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Share-Based Compensation (Tables)

3 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Share-Based Payment Award Stock Options Valuation Assumptions

During the three months ended September 30, 2016, the weighted average fair value per share of employee stock options granted was $1.52. The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three Months Ended September 30, 2016
Risk-free interest rate		1.15%
Expected term	6.5 years
Expected volatility		48.02%
Expected dividend yield		0.00%

Schedule of Share-Based Compensation Stock Options Activity

The following table summarizes the activity under the plan:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of June 30, 2016		3,855,290		$	2.95		6.95	$	2,530
Granted		150,000			3.16		10.00		—
Exercised		(77,800	)		1.69		—		—
Forfeited		(48,556	)		4.21		—		—
Outstanding as of September 30, 2016		3,878,934		$	2.95		6.98	$	2,119
Exercisable as of September 30, 2016		1,658,505		$	2.05		5.42	$	1,751

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Contingencies (Tables)

3 Months Ended

Sep. 30, 2016

Commitments And Contingencies Disclosure [Abstract]

Schedule of Potential Earn-Out Payments

The following table represents the estimated undiscounted earn-out payments to be paid in each of the following fiscal years:

(In thousands)	2017 (remaining)		2018		2019		2020		Total
Earn-out payments:
Cash	$	3,836	$	2,179	$	869	$	123	$	7,007
Equity		—		726		96		41		863
Total estimated earn-out payments (1)	$	3,836	$	2,905	$	965	$	164	$	7,870

(1) The Company generally has the right but not the obligation to satisfy a portion of the earn-out payments in stock.

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Operating and Geographic Segment Information (Tables)

3 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Reporting

The Company evaluates the performance of the segments primarily based on their respective revenues, net revenues and income from operations. Accordingly, capital expenditures and total assets are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes the costs of the Company’s executives, board of directors, professional services such as legal and consulting, amortization of acquired intangible assets and certain other corporate costs associated with operating as a public company. Intercompany transactions have been eliminated in the condensed consolidated balance sheets and statements of operations.

Three months ended September 30, 2016 (in thousands):	United States		Canada			Corporate/ Eliminations			Total
Revenues	$	171,680	$	24,801		$	(1,348	)	$	195,133
Net revenues		44,196		4,813			—			49,009
Income (loss) from operations		6,594		939			(4,167	)		3,366
Other income (expense)		346		48			(634	)		(240	)
Income (loss) before income tax expense		6,940		987			(4,801	)		3,126
Depreciation and amortization		585		164			2,257			3,006
Technology and equipment, net		9,541		1,479			1,094			12,114
Goodwill		42,984		19,904			—			62,888
Three months ended September 30, 2015 (in thousands):
Revenues	$	189,314	$	27,643		$	(1,462	)	$	215,495
Net revenues		45,885		4,828			—			50,713
Income (loss) from operations		7,953		(1,689	)		(4,611	)		1,653
Other income (expense)		106		239			(1,411	)		(1,066	)
Income (loss) before income tax expense		8,059		(1,450	)		(6,022	)		587
Depreciation and amortization		374		172			2,559			3,105
Technology and equipment, net		9,402		1,791			1,823			13,016
Goodwill		43,185		19,904			—			63,089

Schedule of Segment Reporting Information, by Segment

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):

Three months ended September 30, 2016 (in thousands):	United States		Other Countries		Total
Revenue	$	120,612	$	74,521	$	195,133
Cost of transportation		87,488		58,636		146,124
Net revenue	$	33,124	$	15,885	$	49,009
Three months ended September 30, 2015 (in thousands):	United States		Other Countries		Total
Revenue	$	126,191	$	89,304	$	215,495
Cost of transportation		100,810		63,972		164,782
Net revenue	$	25,381	$	25,332	$	50,713

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The Company and Basis of Presentation - Additional Information (Detail)	3 Months Ended
	Sep. 30, 2016 Location Office Company
Organization and Basis of Presentation [Line Items]
Number of operating locations | Location	100
Number of owned offices | Office	18
Number of asset based transportation companies | Company	10,000
Radiant Global Logistics, Inc.
Organization and Basis of Presentation [Line Items]
Equity method investment, ownership percentage	40.00%
Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary
Organization and Basis of Presentation [Line Items]
Equity method investment, ownership percentage	60.00%

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016
Summary Of Significant Accounting Policies [Line Items]
Bank overdrafts	$ 5,678		$ 4,434
Rent expense	1,217	$ 1,228
Defined contribution plan, contributions by employer	182	147
Share-based compensation expense	$ 331	$ 390
Dilutive common shares	49,534,395	47,375,437
Anti-dilutive securities excluded from computation of earnings per share, amount	2,231,119	4,481,608
Unvested Restricted Stock
Summary Of Significant Accounting Policies [Line Items]
Dilutive common shares	3,880,012
Trademarks and Trade Names
Summary Of Significant Accounting Policies [Line Items]
Finite-lived intangible asset, useful life	15 years
Maximum | Customer-Related Intangible Assets
Summary Of Significant Accounting Policies [Line Items]
Finite-lived intangible asset, useful life	10 years
Technology and Equipment | Minimum
Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Technology and Equipment | Maximum
Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	15 years
Computer Software | Minimum
Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Computer Software | Maximum
Summary Of Significant Accounting Policies [Line Items]
Property and equipment, useful life	5 years

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Summary of Significant Accounting Policies - Schedule of Minimum Future Lease Payments (Excluding Lease Termination Liability) under Non-Cancelable Operating Leases (Detail) $ in Thousands	Sep. 30, 2016 USD ($)
Leases Operating [Abstract]
2017 (remaining portion)	$ 3,470
2018	3,960
2019	3,289
2020	3,030
2021	2,301
Thereafter	973
Total minimum lease payments	$ 17,023

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Summary of Significant Accounting Policies - Schedule of Transition and Lease Termination Liability (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Restructuring Cost And Reserve [Line Items]
Beginning Balance	$ 2,496
Lease termination and transitions costs	476	$ 3,163
Payments and other	(700)
Ending Balance	2,272
Lease Termination Costs
Restructuring Cost And Reserve [Line Items]
Beginning Balance	1,815
Lease termination and transitions costs	3
Payments and other	(245)
Ending Balance	1,573
Retention and Severance Costs
Restructuring Cost And Reserve [Line Items]
Beginning Balance	681
Lease termination and transitions costs	18
Payments and other	0
Ending Balance	699
Non-recurring Personnel Costs
Restructuring Cost And Reserve [Line Items]
Beginning Balance	0
Lease termination and transitions costs	455
Payments and other	(455)
Ending Balance	$ 0

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Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator of Basic and Diluted Per Share Computations for Earnings Per Share (Detail) - shares	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Weighted average basic shares outstanding	48,861,511	47,375,437
Dilutive effect of share-based awards	672,884	0
Weighted average dilutive shares outstanding	49,534,395	47,375,437

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Technology and Equipment - Schedule of Technology and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2015
Property Plant And Equipment [Line Items]
Technology and equipment, gross	$ 18,477	$ 17,925
Less: Accumulated depreciation and amortization	(6,363)	(5,472)
Technology and equipment, net	12,114	12,453	$ 13,016
Vehicles
Property Plant And Equipment [Line Items]
Technology and equipment, gross	4,832	4,890
Communication equipment
Property Plant And Equipment [Line Items]
Technology and equipment, gross	187	186
Office and warehouse equipment
Property Plant And Equipment [Line Items]
Technology and equipment, gross	646	608
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Technology and equipment, gross	592	581
Computer equipment
Property Plant And Equipment [Line Items]
Technology and equipment, gross	1,472	1,416
Computer Software
Property Plant And Equipment [Line Items]
Technology and equipment, gross	9,107	8,596
Leasehold improvements
Property Plant And Equipment [Line Items]
Technology and equipment, gross	$ 1,641	$ 1,648

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Technology and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Property Plant And Equipment [Abstract]
depreciation and leasehold amortization	$ 932	$ 910

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Acquired Intangible Assets - Schedule of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Jun. 30, 2016
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets	$ 100,683	$ 100,633
Acquired intangible assets, accumulated amortization	(30,766)	(28,692)
Total	69,917	71,941
Customer related
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets	$ 85,874	85,824
Acquired intangible assets, weighted-average life	7 years 10 months 24 days
Trademarks and Trade Names
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets	$ 14,069	14,069
Acquired intangible assets, weighted-average life	13 years 6 months
Covenants not to compete
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets	$ 740	$ 740
Acquired intangible assets, weighted-average life	1 year 3 months 18 days

XML

Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization of intangibles	$ 2,074	$ 2,195

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Acquired Intangible Assets - Schedule of Future Amortization Expense (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Goodwill And Intangible Assets Disclosure [Abstract]
2017 (remaining portion)	$ 6,230
2018	8,245
2019	8,201
2020	8,089
2021	8,026
Thereafter	31,126
Total	$ 69,917	$ 71,941

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Notes Payable and Other Long Term Debt - Schedule of Notes Payable and Other Long-Term Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Debt Disclosure [Abstract]
Long-term Credit Facility	$ 11,460	$ 9,766
Senior Secured Loan	21,209	22,081
Other notes payable	291	338
Less: Loan issuance costs	(781)	(866)
Total notes payable and other long-term debt	32,179	31,319
Less: Current portion	(2,419)	(2,416)
Total notes payable, net of current portion	$ 29,760	$ 28,903

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Notes Payable and Other Long Term Debt - Schedule of Maturities of Notes Payable and Other Long-Term Debt (Detail) $ in Thousands	Sep. 30, 2016 USD ($)
Debt Disclosure [Abstract]
2017 (remaining portion)	$ 1,801
2018	2,484
2019	13,959
2020	2,670
2021	2,854
Thereafter	9,192
Total maturities of notes payable and other long-term debt	$ 32,960

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Notes Payable and Other Long Term Debt - Additional Information (Detail) CAD in Millions		3 Months Ended
	Apr. 02, 2015 CAD	Sep. 30, 2016 USD ($)
Bank of America Credit Facility
Debt Instrument [Line Items]
Line of Credit Facility maximum borrowing capacity		$ 65,000,000
Line of Credit Facility interest rate description		Borrowings accrue interest 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%.
Borrowing percentage based on eligible domestic accounts receivable		85.00%
Borrowing percentage based on eligible accrued but unbilled receivables and foreign accounts receivable		75.00%
Line of Credit Facility covenant terms		Borrowings are available to fund future acquisitions, capital expenditures, repurchase of Company stock or for other corporate purposes.
Letter of credit outstanding amount		$ 400,000
Line of Credit Facility remaining borrowing capacity		$ 43,200,000
Bank of America Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Marginal interest		0.00%
Bank of America Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Marginal interest		0.50%
Bank of America Credit Facility | LIBOR Plus Rate | Minimum
Debt Instrument [Line Items]
Marginal interest		1.50%
Bank of America Credit Facility | LIBOR Plus Rate | Maximum
Debt Instrument [Line Items]
Marginal interest		2.25%
Integrated Private Debt Fund IV LP
Debt Instrument [Line Items]
Debt instrument, maturity date	Apr. 01, 2024
Senior secured term loan | CAD	CAD 29.0
Debt instrument interest rate	6.65%
Debt instrument payment description		The loan repayment consists of interest-only payments for the first 12 months followed by blended principal and interest payments for the next eight years. The loan may be prepaid in whole at any time upon providing at least 30 days prior written notice and paying the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to April 1, 2024, and (ii) the face value of the principal amount being prepaid.
Interest only repayment period	12 months
Loan repayment period	8 years
Integrated Private Debt Fund IV LP | Minimum
Debt Instrument [Line Items]
Loan prepayment prior written notice period	30 days
Letter of Credit | Bank of America Credit Facility
Debt Instrument [Line Items]
Line of Credit Facility maximum borrowing capacity		$ 2,000,000
Debt instrument, maturity date		Aug. 09, 2018

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Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Jan. 31, 2016	Sep. 30, 2016	Jun. 30, 2016
Class Of Stock [Line Items]
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, par value, per share		$ 0.001	$ 0.001
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value, per share		$ 0.001	$ 0.001
Preferred stock, shares issued		839,200	839,200
Cash dividend paid to holders		$ 511
Repurchase program, common stock purchased value at cost		$ 253
Common Stock
Class Of Stock [Line Items]
Stock repurchase program commencement date	Jan. 07, 2016
Shares authorized to repurchase under the stock repurchase program	5,000,000
Stock repurchase program expiration date	Dec. 31, 2016
Repurchase program, common stock purchased shares		91,798
Repurchase program, common stock purchased value at cost		$ 253	$ 0
Repurchase program, common stock purchased value at cost, average cost per share		$ 2.75
Series A Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued		839,200
Preferred stock, dividend rate percentage		9.75%
Redeemable preferred stock value per share		$ 25.00
Preferred stock, redemption terms		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.
Preferred stock, cash redemption price per share		$ 25.00
Cash dividend per share to holders		$ 0.609375
Cash dividend paid to holders		$ 511
Series A Preferred Stock | Payment of dividend
Class Of Stock [Line Items]
Preferred stock, dividend payment terms		Dividends on the Series A Preferred Shares are cumulative from the date of original issue and are payable on January 31, April 30, July 31 and October 31, 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.
Series A Preferred Stock | Payment of dividend | Minimum
Class Of Stock [Line Items]
Preferred stock, dividend rate percentage		2.00%
Series A Preferred Stock | Payment of dividend | Maximum
Class Of Stock [Line Items]
Preferred stock, dividend rate percentage		19.00%
Series A Preferred Stock | NYSE MKT listing
Class Of Stock [Line Items]
Preferred stock, dividend rate percentage		2.00%
Preferred stock, dividend payment terms		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.
Series A Preferred Stock | Fixed Charge Coverage Ratio
Class Of Stock [Line Items]
Preferred stock, dividend payment terms		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.
Series A Preferred Stock | Fixed Charge Coverage Ratio | Minimum
Class Of Stock [Line Items]
Preferred stock, fixed charge coverage ratio		200.00%

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Variable Interest Entity and Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Variable Interest Entity [Line Items]
Change in non-controlling interest	$ 12	$ 15
Radiant Logistics Partners, LLC
Variable Interest Entity [Line Items]
Variable interest entity, measure of activity, operating income or loss	$ 20	25
Radiant Global Logistics, Inc.
Variable Interest Entity [Line Items]
Equity method investment, ownership percentage	40.00%
Radiant Capital Partners, LLC
Variable Interest Entity [Line Items]
Change in non-controlling interest	$ 12	$ 15
Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Equity method investment, ownership percentage	60.00%

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Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration	$ 7,735	$ 7,485
Level 3 | Contingent consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration	$ 7,735	$ 7,485

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Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Change in contingent consideration	$ 250	$ (412)
Maximum earn-out payments	16,009
Contingent consideration threshold based on net advances earn-out payments	$ 689
Contingent consideration earned			$ 3,800

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Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Detail) - Level 3 - Contingent consideration $ in Thousands	3 Months Ended
	Sep. 30, 2016 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance, Beginning	$ 7,485
Change in fair value	250
Balance, Ending	$ 7,735

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Provision for Income Taxes - Schedule of Components of Income Tax Expense Benefit (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Current income tax expense	$ 1,674	$ 668
Deferred income tax benefit	(422)	(435)
Income tax expense	$ 1,252	$ 233

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Provision for Income Taxes - Additional Information (Detail)	3 Months Ended
	Sep. 30, 2016
June 30 2013 | U.S. Authorities
Components Of Income Tax Expense Benefit [Line Items]
Tax years which remain subject to examination	2013
June 30 2016 | U.S. Authorities
Components Of Income Tax Expense Benefit [Line Items]
Tax years which remain subject to examination	2016
June 30 2016 | State Authorities
Components Of Income Tax Expense Benefit [Line Items]
Tax years which remain subject to examination	2016
June 30 2016 | Foreign Authorities
Components Of Income Tax Expense Benefit [Line Items]
Tax years which remain subject to examination	2016
June 30 2012 | State Authorities
Components Of Income Tax Expense Benefit [Line Items]
Tax years which remain subject to examination	2012
December 31 2012 | Foreign Authorities
Components Of Income Tax Expense Benefit [Line Items]
Tax years which remain subject to examination	2012

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Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	$ 331	$ 390
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting period	5 years
Shares transferability term	5 years
Share-based compensation expense	$ 1	1
Number of shares unvested	1,078
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	$ 330	389
Aggregate intrinsic value of options exercised	$ 99	$ 280
Weighted average fair value per share	$ 1.52

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Share-Based Compensation - Schedule of Share-Based Payment Award Stock Options Valuation Assumptions (Detail)	3 Months Ended
	Sep. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Risk-free interest rate	1.15%
Expected term	6 years 6 months
Expected volatility	48.02%
Expected dividend yield	0.00%

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Share-Based Compensation - Schedule of Share-Based Compensation Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward
Number of Shares, Outstanding, Beginning Balance	3,855,290
Number of Shares, Granted	150,000
Number of Shares, Exercised	(77,800)
Number of Shares, Forfeited	(48,556)
Number of Shares, Outstanding, Ending Balance	3,878,934	3,855,290
Number of Shares, Exercisable, Ending Balance	1,658,505
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 2.95
Weighted Average Exercise Price, Granted	3.16
Weighted Average Exercise Price, Exercised	1.69
Weighted Average Exercise Price, Forfeited	4.21
Weighted Average Exercise Price, Outstanding, Ending Balance	2.95	$ 2.95
Weighted Average Exercise Price, Exercisable, Ending Balance	$ 2.05
Weighted Average Remaining Contractual Life - Years	6 years 11 months 23 days	6 years 11 months 12 days
Granted	10 years
Weighted Average Remaining Contractual Life - Years, Exercisable Ending Balance	5 years 5 months 1 day
Aggregate Intrinsic Value, Outstanding Beginning Balance	$ 2,530
Aggregate Intrinsic Value, Outstanding Ending Balance	2,119	$ 2,530
Aggregate Intrinsic Value, Exercisable Ending Balance	$ 1,751

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Contingencies - Additional Information (Detail) $ in Millions	1 Months Ended		3 Months Ended
	Jun. 30, 2013 USD ($)	Aug. 31, 2011 ArmoredVehicle	Sep. 30, 2016	Apr. 10, 2011 USD ($)
Loss Contingencies [Line Items]
Insurance claims on loss contingency				$ 1.0
Earn-out payments terms			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.
Number of days earn-out payments due following the quarter of the final earn-out period			90 days
High Protection Company
Loss Contingencies [Line Items]
Number of armored vehicles | ArmoredVehicle		5
High Protection Company | Armored Vehicles
Loss Contingencies [Line Items]
Amount sought by Radiant Logistics in counterclaim	$ 1.0
Contract amount for manufacturing and delivery of vehicles				$ 0.7
Transition and lease termination costs	0.7
Demurrage and storage charges	$ 0.2

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Contingencies - Schedule of Potential Earn-Out Payments (Detail) $ in Thousands	Sep. 30, 2016 USD ($)
Earn Out Payments Payable [Line Items]
2017 (remaining)	$ 3,836
2018	2,905
2019	965
2020	164
Total	7,870
Cash
Earn Out Payments Payable [Line Items]
2017 (remaining)	3,836
2018	2,179
2019	869
2020	123
Total	7,007
Equity
Earn Out Payments Payable [Line Items]
2017 (remaining)	0
2018	726
2019	96
2020	41
Total	$ 863

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Operating and Geographic Segment Information - Additional Information (Detail)	3 Months Ended
	Sep. 30, 2016 Segment
Segment Reporting [Abstract]
Number of geographic operating segments	2

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Operating and Geographic Segment Information - Segment Reporting (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016
Segment Reporting Information [Line Items]
Revenues	$ 195,133	$ 215,495
Net revenues	49,009	50,713
Income (loss) from operations	3,366	1,653
Other income (expense)	(240)	(1,066)
Income (loss) before income tax expense	3,126	587
Depreciation and amortization	3,006	3,105
Technology and equipment, net	12,114	13,016	$ 12,453
Goodwill	62,888	63,089	$ 62,888
Operating Segments | United States
Segment Reporting Information [Line Items]
Revenues	171,680	189,314
Net revenues	44,196	45,885
Income (loss) from operations	6,594	7,953
Other income (expense)	346	106
Income (loss) before income tax expense	6,940	8,059
Depreciation and amortization	585	374
Technology and equipment, net	9,541	9,402
Goodwill	42,984	43,185
Operating Segments | Canada
Segment Reporting Information [Line Items]
Revenues	24,801	27,643
Net revenues	4,813	4,828
Income (loss) from operations	939	(1,689)
Other income (expense)	48	239
Income (loss) before income tax expense	987	(1,450)
Depreciation and amortization	164	172
Technology and equipment, net	1,479	1,791
Goodwill	19,904	19,904
Corporate/Eliminations
Segment Reporting Information [Line Items]
Revenues	(1,348)	(1,462)
Net revenues	0	0
Income (loss) from operations	(4,167)	(4,611)
Other income (expense)	(634)	(1,411)
Income (loss) before income tax expense	(4,801)	(6,022)
Depreciation and amortization	2,257	2,559
Technology and equipment, net	1,094	1,823
Goodwill	$ 0	$ 0

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Operating and Geographic Segment Information - Schedule of Segment Reporting Information, by Segment (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Revenue	$ 195,133	$ 215,495
Cost of transportation	146,124	164,782
Net revenues	49,009	50,713
United States
Segment Reporting Information [Line Items]
Revenue	120,612	126,191
Cost of transportation	87,488	100,810
Net revenues	33,124	25,381
Other Countries
Segment Reporting Information [Line Items]
Revenue	74,521	89,304
Cost of transportation	58,636	63,972
Net revenues	$ 15,885	$ 25,332

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Subsequent Event - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Oct. 14, 2016	Sep. 30, 2016
Subsequent Event [Line Items]
Cash dividend paid to holders		$ 511
Series A Preferred Stock
Subsequent Event [Line Items]
Cash dividend per share to holders		$ 0.609375
Cash dividend paid to holders		$ 511
Subsequent Event | Series A Preferred Stock
Subsequent Event [Line Items]
Dividends declared date	Oct. 14, 2016
Cash dividend per share to holders	$ 0.609375
Cash dividend paid to holders	$ 511
Dividend payment date	Oct. 31, 2016