RADIANT LOGISTICS INC
For the period ended Jun 30, 2024. Filed Sep 12, 2024.
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FY2024 · Filed Sep 12, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) List of Documents Filed as part of this Report
(1) All Financial Statements and Supplemental Information
The Company’s consolidated financial statements filed in this Annual Report on Form 10-K are included in Part II, Item 8.
(2) Financial Statement Schedules
Not applicable.
(3) Exhibits
The exhibits required by Item 601 of Regulation S-K are included under Item 15(b) below.
(b) Exhibits
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description | Filed/FurnishedHerewith | Form | PeriodEnding | Exhibit Number | FilingDate |
| 3.1 & 4.1 | Certificate of Incorporation | SB-2 | 3.1 | 9/20/02 | ||
| 3.2 & 4.2 | Amendment to Registrant’s Certificate of Incorporation (Certificate of Ownership and Merger Merging Radiant Logistics, Inc. into Golf Two, Inc. dated October 18, 2005) | 8-K | 3.1 | 10/18/05 | ||
| 3.3 & 4.3 | Amended and Restated Bylaw of Radiant Logistics, Inc. (October 1, 2019) | 8-K | 3.1 | 10/2/19 | ||
| 3.4 & 4.4 | Certificate of Amendment of Certificate of Incorporation | 10-Q | 12/31/12 | 3.1 | 2/12/13 | |
| 4.5 | Description of Company’s Common Stock | X | ||||
| 10.1 | Executive Employment Agreement dated January 13, 2006 by and between Radiant Logistics, Inc. and Bohn H. Crain+ | 8-K | 10.7 | 1/18/06 | ||
| 10.2 | Letter Agreement dated June 10, 2011; amending the Employment Agreement between Radiant Logistics, Inc. and Bohn H. Crain+ | 8-K | 10.1 | 6/10/11 | ||
| 10.3 | Employment Agreement dated May 14, 2012 by and between Radiant Logistics, Inc. and Todd Macomber+ | 8-K | 10.2 | 5/14/12 | ||
| 10.4 | Employment Agreement dated February 2, 2015 by and between Radiant Logistics, Inc. and Arnold Goldstein+ | 10-K | 6/30/16 | 10.6 | 9/13/16 | |
| 10.5 | Employment Agreement dated April 27, 2018 by and between Radiant Logistics, Inc. and John W. Sobba+ | 8-K | 10.1 | 5/11/18 | ||
| 10.6 | Separation Agreement and General Release between the Company and John Sobba dated December 22, 2023+ | 8-K | 10.1 | 12/22/23 | ||
| 10.7 | Employment Agreement between the Company and Jaime Becker dated November 13, 2023+ | 8-K | 10.2 | 12/22/23 | ||
| 10.8 | Operating Agreement of Radiant Logistics Partners, LLC dated June 28, 2006 | 8-K | 10.4 | 5/14/12 | ||
| 10.9 | Radiant Logistics, Inc. Management Incentive Compensation Plan (As Amended and Restated Effective as of July 1, 2021)+ | 8-K | 10.1 | 10/4/21 | ||
| 10.10 | Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ | 8-K | 10.1 | 11/23/21 | ||
| 10.11 | Form of Employee Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ | 8-K | 10.2 | 11/23/21 | |
| 10.12 | Form of Employee Restricted Stock Unit Award Agreement (Canada) for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ | 8-K | 10.3 | 11/23/21 | |
| 10.13 | Form of Non-Employee Director Restricted Stock Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ | 8-K | 10.4 | 11/23/21 | |
| 10.14 | Form of Employee Performance Unit Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ | 8-K | 10.5 | 11/23/21 | |
| 10.15 | Form of Employee Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ | 8-K | 10.6 | 11/23/21 | |
| 10.16 | Form of Non-Employee Director Non-Statutory Option Award Agreement for use with the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan+ | 8-K | 10.7 | 11/23/21 | |
| 10.17 | Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | DEF 14A | Annex A | 10/9/12 | |
| 10.18 | Form of Incentive Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 12/31/12 | 10.5 | 2/12/13 |
| 10.19 | Form of Restricted Stock Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 12/31/12 | 10.7 | 2/12/13 |
| 10.20 | Form of SAR Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 12/31/12 | 10.8 | 2/12/13 |
| 10.21 | Form of Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 9/30/16 | 10.1 | 11/9/16 |
| 10.22 | Form of Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 9/30/16 | 10.2 | 11/9/16 |
| 10.23 | Form of Non-qualified Stock Option Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 9/30/16 | 10.3 | 11/9/16 |
| 10.24 | Form of Restricted Stock Unit Award Agreement (Director) under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 9/30/16 | 10.4 | 11/9/16 |
| 10.25 | Form of Canadian Restricted Stock Unit Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 12/31/16 | 10.1 | 2/8/17 |
| 10.26 | Form of Canadian Non-qualified Stock Option Award Agreement under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan+ | 10-Q | 12/31/16 | 10.2 | 2/8/17 |
| 10.27 | Credit Agreement, dated August 5, 2022, by and among Radiant Logistics, Inc. and Radiant Global Logistics, Inc., as the Borrowers, the subsidiaries of the Borrowers, and Bank of America, N.A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A., the Lenders, Bank of America, N.A. and BMO Capital Markets Corp. | 8-K | 10.1 | 8/11/22 |
| 10.28 | $29,000,000 Credit Facilities Amended and Restated Loan Agreement dated August 5, 2022 by and among Radiant Global Logistics (Canada) Inc., 2062698 Ontario Inc., Radiant Logistics, Inc., Radiant Global Logistics, Inc., Adcom Express, Inc., Radiant Road & Rail, Inc., DBA Distribution Services, Inc., Radiant Trade Services, Inc., Radiant Transportation Services, Inc., Radiant Off-Shore Holdings LLC, Service by Air, Inc., International Freight Systems (of Oregon), Inc., Green Acquisition Company, Inc., Highways & Skyways, Inc., Radiant Global Logistics (CA), Inc., On Time Express, Inc., Radiant Customs Services, Inc., Radiant Logistics Global Services, Inc., Navegate, Inc., Radiant World Trade Services, Inc., Centrade, Inc., Navegate Logistics, Ltd., Radiant Logistics Domestic Services, Inc., Navegate Domestic, LLC, and Radiant Logistics Partners, LLC, and Fiera Private Debt Fund IV LP. | 8-K | 10.2 | 8/11/22 |
| 10.29 | $10,000,000 Credit Facilities Amended and Restated Loan Agreement dated August 5, 2022 by and among Radiant Global Logistics (Canada) Inc., 2062698 Ontario Inc., Radiant Logistics, Inc., Radiant Global Logistics, Inc., Adcom Express, Inc., Radiant Road & Rail, Inc., DBA Distribution Services, Inc., Radiant Trade Services, Inc., Radiant Transportation Services, Inc., Radiant Off-Shore Holdings LLC, Service by Air, Inc., International Freight Systems (of Oregon), Inc., Green Acquisition Company, Inc., Highways & Skyways, Inc., Radiant Global Logistics (CA), Inc., On Time Express, Inc., Radiant Customs Services, Inc., Radiant Logistics Global Services, Inc., Navegate, Inc., Radiant World Trade Services, Inc., Centrade, Inc., Navegate Logistics, Ltd., Radiant Logistics Domestic Services, Inc., Navegate Domestic, LLC, and Radiant Logistics Partners, LLC, and Fiera Private Debt Fund V LP | 8-K | 10.3 | 8/11/22 |
| 10.30 | First Lien Pari Passu Intercreditor Agreement, dated as of August 5, 2022, by and among Bank of America, M.A., Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP, and acknowledged and agreed to by Radiant Logistics, Inc. | 8-K | 10.4 | 8/11/22 |
| 10.31 | $29,000,000 Credit Facilities Amended and Restated Loan Agreement, dated March 13, 2020, by and among Radiant Global Logistics (Canada) Inc., 2062698 Ontario Inc., Clipper Exxpress Company, Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners LLC, Adcom Express, Inc., DBA Distribution Services, Inc., International Freight Systems (of Oregon), Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Radiant Global Logistics (CA), Inc., Radiant Trade Services, Inc., Service By Air, Inc., Radiant Customs Services, Inc., and Fiera Private Debt Fund IV LP | 8-K | 10.2 | 3/19/20 | |
| 10.32 | $10,000,000 Credit Facility Amended and Restated Loan Agreement, dated March 13, 2020, by and among Radiant Global Logistics (Canada) Inc. and 2062698 Ontario Inc., Clipper Exxpress Company, Radiant Logistics, Inc., Radiant Global Logistics, Inc., Radiant Transportation Services, Inc., Radiant Logistics Partners LLC, Adcom Express, Inc., DBA Distribution Services, Inc., International Freight Systems (of Oregon), Inc., Radiant Off-Shore Holdings LLC, Green Acquisition Company, Inc., On Time Express, Inc., Radiant Global Logistics (CA), Inc., Radiant Trade Services, Inc., Service By Air, Inc., Radiant Customs Services, Inc., Highways & Skyways, Inc., and Fiera Private Debt Fund V LP | 8-K | 10.3 | 3/19/20 | |
| 10.33 | First Lien Pari Passu Intercreditor Agreement, dated as of March 13, 2020, by and among Bank of America, M.A., Fiera Private Debt Fund IV LP and Fiera Private Debt Fund V LP, and acknowledged and agreed to by Radiant Logistics, Inc. | 8-K | 10.4 | 3/19/20 | |
| 10.34 | First Amendment to Credit Agreement and Consent, dated September 27, 2023, by and among Radiant Logistics, Inc., Radiant Global Logistics, Inc. and Radiant Global Logistics (Canada) Inc., as the Borrowers, the subsidiaries of the Borrowers, and Bank of America, N.A., Bank of Montreal, Keybank National Association, U.S. Bank National Association (successor to MUFG Union Bank, N.A.), the Lenders, Bank of America, N.A. and BMO Capital Markets Corp. | 8-K | 10.1 | 9/27/23 | |
| 14.1 | Code of Business Conduct and Ethics | 10-KSB | 14.1 | 3/17/06 | |
| 21.1 | Subsidiaries of the Registrant | X | |||
| 23.1 | Consent of Moss Adams, LLP | X | |||
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97.1 | Radiant Logistics, Inc. Clawback Policy | X |
| 101.INS | Inline XBRL Instance | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document) | X |
+Compensatory plans or arrangements
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