SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON, D.C.
20549




FORM
10-Q




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




For the
quarterly period ended: March 31, 2009




 ̈ TRANSITION REPORT
UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




For the
transition period from ___________ to _____________




Commission
File Number: 000-50283





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.)





1227 120th Avenue
N.E., Bellevue, WA 98005





(Address
of Principal Executive Offices)





(425) 943-4599





(Issuer’s
Telephone Number, including Area Code)





N/A





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





Indicate
by check mark whether the registrant: (1) has  filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes x No  ̈





Indicate
by check mark 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 Regulations S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).     Yes x No  ̈





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





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





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





There
were 34,701,960 issued and outstanding shares of the registrant’s common stock,
par value $.001 per share, as of May 11, 2009.







RADIANT
LOGISTICS, INC.


TABLE
OF CONTENTS




PART
      I. FINANCIAL INFORMATIONItem
      1.
                
                Condensed
      Consolidated Financial Statements  - UnauditedCondensed
      Consolidated Balance Sheets at March 31, 2009 (Unaudited) and June 30,
      2008
                
                
                3Condensed
      Consolidated Statements of Operations for the three months and nine months
      ended March  31, 2009 and 2008 (Unaudited)
                
                
                4Condensed
      Consolidated Statement of Stockholders’ Equity (Deficit) for the nine
      months ended  March 31, 2009 (Unaudited)
                
                
                5Condensed
      Consolidated Statements of Cash Flows for the nine months ended March 31,
      2009 and 2008 (Unaudited)
                
                
                6Notes
      to Condensed Consolidated Financial Statements
                
                
                7Item
      2.
                
                Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations
                
                
                20Item
      4T.
                
                Controls
      and Procedures
                
                
                37PART
      II OTHER INFORMATIONItem
      1.
                
                Legal
      Proceedings
                
                
                37Item
      6.
                
                Exhibits
                
                
                38


2




RADIANT
LOGISTICS, INC.


Condensed
Consolidated Balance Sheets




(Unaudited)





March
      31, 2009
                  
                  
                  June
      30, 2008ASSETSCurrent
      assets -Cash
      and cash equivalents
                  
                  $
                  514,337
                  
                  
                  $
                  392,223Accounts
      receivable, net of allowance for doubtful accounts of $979,445 at March
      31, 2009 and $513,479 at June 30, 2008
                  
                  
                  16,365,501
                  
                  
                  
                  14,404,002Current
      portion of employee loan receivable and other receivables
                  
                  
                  608,697
                  
                  
                  
                  68,367Income
      tax deposit
                  
                  
                  875,282
                  
                  
                  
                  —Prepaid
      expenses and other current assets
                  
                  
                  395,542
                  
                  
                  
                  425,657Deferred
      tax asset
                  
                  
                  606,711
                  
                  
                  
                  292,088Total
      current assets
                  
                  
                  19,366,070
                  
                  
                  
                  15,582,337Furniture
      and equipment, net
                  
                  
                  872,281
                  
                  
                  
                  717,542Acquired
      intangibles, net
                  
                  
                  3,528,198
                  
                  
                  
                  1,242,413Goodwill
                  
                  
                  —
                  
                  
                  
                  7,824,654Employee
      loan receivable
                  
                  
                  40,000
                  
                  
                  
                  40,000Investment
      in real estate
                  
                  
                  40,000
                  
                  
                  
                  40,000Deposits
      and other assets
                  
                  
                  374,080
                  
                  
                  
                  156,280Total
      long term assets
                  
                  
                  3,982,278
                  
                  
                  
                  9,303,347Total
      assets
                  
                  $
                  24,220,629
                  
                  
                  $
                  25,603,226LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities -Notes
      payable – current portion of long term debt
                  
                  $
                  —
                  
                  
                  $
                  113,306Accounts
      payable and accrued transportation costs
                  
                  
                  11,945,163
                  
                  
                  
                  9,914,831Commissions
      payable
                  
                  
                  1,369,047
                  
                  
                  
                  1,136,859Other
      accrued costs
                  
                  
                  804,602
                  
                  
                  
                  221,808Income
      taxes payable
                  
                  
                  —
                  
                  
                  
                  498,142Due
      to former Adcom shareholder
                  
                  
                  2,243,730
                  
                  
                  
                  —Total
      current liabilities
                  
                  
                  16,362,542
                  
                  
                  
                  11,884,946Long
      term debt
                  
                  
                  7,685,931
                  
                  
                  
                  4,272,032Deferred
      tax liability
                  
                  
                  685,008
                  
                  
                  
                  422,419Total
      long term liabilities
                  
                  
                  8,370,939
                  
                  
                  
                  4,694,451Total
      liabilities
                  
                  
                  24,733,481
                  
                  
                  
                  16,579,397Stockholders'
      equity (deficit):Preferred
      stock, $0.001 par value, 5,000,000 shares authorized; no shares issued or
      outstanding
                  
                  
                  —
                  
                  
                  
                  —Common
      stock, $0.001 par value, 50,000,000 shares authorized; issued and
      outstanding: 34,701,960 at March 31, 2009 and 34,660,293 at June 30,
      2008
                  
                  
                  16,158
                  
                  
                  
                  16,116Additional
      paid-in capital
                  
                  
                  7,839,414
                  
                  
                  
                  7,703,658Retained
      earnings (deficit)
                  
                  
                  (8,368,424
                  )
                  
                  
                  1,304,055Total
      stockholders’ equity (deficit)
                  
                  
                  (512,852
                  )
                  
                  
                  9,023,829Total
      liabilities and stockholders’ equity (deficit)
                  
                  $
                  24,220,629
                  
                  
                  $
                  25,603,226





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


3


RADIANT
LOGISTICS, INC.


Condensed
Consolidated Statements of Operations


(unaudited)





THREE MONTHS ENDED
                        MARCH 31,
                      
                      
                      NINE MONTHS ENDED
                        MARCH 31,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Revenue
                      
                      $
                      29,718,852
                      
                      
                      $
                      25,765,377
                      
                      
                      $
                      104,626,813
                      
                      
                      $
                      74,431,411Cost
      of transportation
                      
                      
                      18,971,855
                      
                      
                      
                      16,264,393
                      
                      
                      
                      69,207,198
                      
                      
                      
                      48,093,022Net
      revenues
                      
                      
                      10,746,997
                      
                      
                      
                      9,500,984
                      
                      
                      
                      35,419,615
                      
                      
                      
                      26,338,389Agent
      commissions
                      
                      
                      6,981,916
                      
                      
                      
                      6,611,130
                      
                      
                      
                      23,535,316
                      
                      
                      
                      18,617,364Personnel
      costs
                      
                      
                      1,825,106
                      
                      
                      
                      1,199,467
                      
                      
                      
                      5,548,465
                      
                      
                      
                      3,836,707Selling,
      general and administrative expenses
                      
                      
                      1,188,977
                      
                      
                      
                      1,268,558
                      
                      
                      
                      3,309,679
                      
                      
                      
                      2,703,589Depreciation
      and amortization
                      
                      
                      479,061
                      
                      
                      
                      238,822
                      
                      
                      
                      1,267,124
                      
                      
                      
                      720,426Restructuring
      charges
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      220,000
                      
                      
                      
                      —Total
      operating expenses
                      
                      
                      10,475,060
                      
                      
                      
                      9,317,977
                      
                      
                      
                      33,880,584
                      
                      
                      
                      25,878,086Income
      from operations
                      
                      
                      271,937
                      
                      
                      
                      183,007
                      
                      
                      
                      1,539,031
                      
                      
                      
                      460,303Other
      income (expense):Interest
      income
                      
                      
                      2,482
                      
                      
                      
                      800
                      
                      
                      
                      8,900
                      
                      
                      
                      3,200Interest
      expense
                      
                      
                      (68,392
                      )
                      
                      
                      (27,173
                      )
                      
                      
                      (166,471
                      )
                      
                      
                      (101,045
                      )Other
      – non recurring
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      1,918,146Goodwill
      (impairment) recovery
                      
                      
                      190,000
                      
                      
                      
                      —
                      
                      
                      
                      (11,213,342
                      )
                      
                      
                      —Other
                      
                      
                      (18,089
                      )
                      
                      
                      (47,811
                      )
                      
                      
                      12,126
                      
                      
                      
                      (54,550
                      )Total
      other income (expense)
                      
                      
                      106,001
                      
                      
                      
                      (74,184
                      )
                      
                      
                      (11,358,787
                      )
                      
                      
                      1,765,751Income
      (loss) before income tax (expense) benefit
                      
                      
                      377,938
                      
                      
                      
                      108,823
                      
                      
                      
                      (9,819,756
                      )
                      
                      
                      2,226,054Income
      tax (expense) benefit
                      
                      
                      (63,150
                      )
                      
                      
                      (35,841
                      )
                      
                      
                      166,881
                      
                      
                      
                      (772,378
                      )Income
      (loss) before minority interest
                      
                      
                      314,788
                      
                      
                      
                      72,982
                      
                      
                      
                      (9,652,875
                      )
                      
                      
                      1,453,676Minority
      interest
                      
                      
                      (21,750
                      )
                      
                      
                      13,696
                      
                      
                      
                      (19,604
                      )
                      
                      
                      45,642Net
      income (loss)
                      
                      $
                      293,038
                      
                      
                      $
                      86,678
                      
                      
                      $
                      (9,672,479
                      )
                      
                      $
                      1,499,318Net
      income (loss)  per common share – basic
                      
                      $
                      .01
                      
                      
                      $
                      —
                      
                      
                      $
                      (.28
                      )
                      
                      $
                      .04Net
      income  (loss) per common share – diluted
                      
                      $
                      .01
                      
                      
                      $
                      —
                      
                      
                      $
                      (.28
                      )
                      
                      $
                      .04Weighted
      average shares outstanding:Basic
      shares
                      
                      
                      34,701,960
                      
                      
                      
                      34,115,010
                      
                      
                      
                      34,699,679
                      
                      
                      
                      34,012,391Diluted
      shares
                      
                      
                      34,701,960
                      
                      
                      
                      34,134,454
                      
                      
                      
                      34,699,679
                      
                      
                      
                      34,218,416





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


4




RADIANT
LOGISTICS, INC.


Condensed
Consolidated Statement of Stockholders’ Equity (Deficit)




(Unaudited)




ADDITIONAL
                    
                    
                    RETAINED
                    
                    
                    TOTALCOMMON STOCK
                    
                    
                    PAID-IN
                    
                    
                    EARNINGS
                    
                    
                    STOCKHOLDERS'SHARES
                    
                    
                    AMOUNT
                    
                    
                    CAPITAL
                    
                    
                    (DEFICIT)
                    
                    
                    EQUITY (DEFICIT)Balance
      at June 30, 2008
                    
                    
                    34,660,293
                    
                    
                    $
                    16,116
                    
                    
                    $
                    7,703,658
                    
                    
                    $
                    1,304,055
                    
                    
                    $
                    9,023,829Share
      based compensation
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    123,714
                    
                    
                    
                    —
                    
                    
                    
                    123,714Shares
      issued for investor relations services
                    
                    
                    41,667
                    
                    
                    
                    42
                    
                    
                    
                    12,042
                    
                    
                    
                    —
                    
                    
                    
                    12,084Net
      loss for the nine months endedMarch
      31, 2009
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (9,672,479
                    )
                    
                    
                    (9,672,479
                    )Balance
      at March 31, 2009
                    
                    
                    34,701,960
                    
                    
                    $
                    16,158
                    
                    
                    $
                    7,839,414
                    
                    
                    $
                    (8,368,424
                    )
                    
                    $
                    (512,852
                    )





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


5




RADIANT
LOGISTICS, INC.
 Condensed
Consolidated Statements of Cash Flows
 (unaudited)


For
      nine months ended March 31,2009
                                                        
                                                        
                                                        2008CASH
      FLOWS PROVIDED BY OPERATING ACTIVITIES:Net
      income (loss)
                                                        
                                                        $
                                                        (9,672,479
                                                        )
                                                        
                                                        $
                                                        1,499,318ADJUSTMENTS
      TO RECONCILE NET INCOME(LOSS)TO NET CASHPROVIDED
      BY (USED FOR) OPERATING ACTIVITIES:non-cash
      compensation expense (stock options)
                                                        
                                                        
                                                        123,714
                                                        
                                                        
                                                        
                                                        150,384stock
      issued for investor relations services
                                                        
                                                        
                                                        12,084
                                                        
                                                        
                                                        
                                                        37,500amortization
      of intangibles
                                                        
                                                        
                                                        914,215
                                                        
                                                        
                                                        
                                                        410,520change
      in deferred taxes
                                                        
                                                        
                                                        (1,268,034
                                                        )
                                                        
                                                        
                                                        (710,438
                                                        )depreciation
      and leasehold amortization
                                                        
                                                        
                                                        352,908
                                                        
                                                        
                                                        
                                                        293,655goodwill
      impairment
                                                        
                                                        
                                                        11,213,342
                                                        
                                                        
                                                        
                                                        —amortization
      of employee loan receivable
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        40,000minority
      interest in (loss) or income of subsidiaries
                                                        
                                                        
                                                        19,604
                                                        
                                                        
                                                        
                                                        (45,642
                                                        )provision
      for doubtful accounts
                                                        
                                                        
                                                        134,101
                                                        
                                                        
                                                        
                                                        381,533tax
      indemnity
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (486,694
                                                        )CHANGE
      IN ASSETS AND LIABILITIES -accounts
      receivable
                                                        
                                                        
                                                        8,354,248
                                                        
                                                        
                                                        
                                                        1,145,236employee
      receivable and other receivables
                                                        
                                                        
                                                        (109,293
                                                        )
                                                        
                                                        
                                                        (8,792
                                                        )prepaid
      expenses and other assets
                                                        
                                                        
                                                        183,941
                                                        
                                                        
                                                        
                                                        351,149accounts
      payable and accrued transportation costs
                                                        
                                                        
                                                        (6,914,471
                                                        )
                                                        
                                                        
                                                        (3,346,953
                                                        )commissions
      payable
                                                        
                                                        
                                                        232,188
                                                        
                                                        
                                                        
                                                        455,542other
      accrued costs
                                                        
                                                        
                                                        32,009
                                                        
                                                        
                                                        
                                                        (138,460
                                                        )income
      taxes payable
                                                        
                                                        
                                                        (498,142
                                                        )
                                                        
                                                        
                                                        860,221income
      tax deposits
                                                        
                                                        
                                                        (790,254
                                                        )
                                                        
                                                        
                                                        —Net
      cash provided by operating activities
                                                        
                                                        
                                                        2,319,681
                                                        
                                                        
                                                        
                                                        888,079CASH
      FLOWS USED FOR INVESTING ACTIVITIES:acquisition
      of automotive assets
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (1,925,000
                                                        )acquisition
      of Adcom Express, Inc net of acquired cashincluding
      and additional $62,246 cost incurred post closing
                                                        
                                                        
                                                        (4,839,042
                                                        )
                                                        
                                                        
                                                        —purchase
      of furniture and equipment
                                                        
                                                        
                                                        (215,785
                                                        )
                                                        
                                                        
                                                        (235,083
                                                        )payments
      to former shareholders of Airgroup
                                                        
                                                        
                                                        (556,639
                                                        )
                                                        
                                                        
                                                        (500,000
                                                        )Net
      cash used for investing activities
                                                        
                                                        
                                                        (5,611,466
                                                        )
                                                        
                                                        
                                                        (2,660,083
                                                        )CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES:issuance
      of notes receivable
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (125,000
                                                        )proceeds
      from note payable – acquisition of automotive
      assets
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        120,000net
      proceeds from credit facility
                                                        
                                                        
                                                        3,413,899
                                                        
                                                        
                                                        
                                                        1,337,055Net
      cash provided by financing activities
                                                        
                                                        
                                                        3,413,899
                                                        
                                                        
                                                        
                                                        1,332,055NET
      INCREASE (DECREASE) IN CASH
                                                        
                                                        
                                                        122,114
                                                        
                                                        
                                                        
                                                        (439,949
                                                        )CASH,
      BEGINNING OF THE PERIOD
                                                        
                                                        
                                                        392,223
                                                        
                                                        
                                                        
                                                        719,575CASH,
      END OF PERIOD
                                                        
                                                        $
                                                        514,337
                                                        
                                                        
                                                        $
                                                        279,626SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Income
      taxes paid
                                                        
                                                        $
                                                        2,430,840
                                                        
                                                        
                                                        $
                                                        622,595Interest
      paid
                                                        
                                                        $
                                                        166,471
                                                        
                                                        
                                                        $
                                                        101,045


6




RADIANT
LOGISTICS, INC.
 Condensed
Consolidated Statements of Cash Flows
 (unaudited)
 
 Supplemental
disclosure of non-cash investing and financing activities:
 
 In
November 2008, the Company recorded $633,333 as an accrued payable and an
increase to goodwill for the final annual earn out payment due to the former
Airgroup shareholders in connection with the Company’s acquisition of
Airgroup.  In March of 2009, the Company paid $443,333 to the former
Airgroup shareholders in satisfaction of final earn-out payment due in
connection with the Airgroup transaction. The earn-out obligation was originally
recorded in November of 2008 in the amount of $633,333 and payable in shares of
the Company common stock on October 1, 2009.  The payment was
discounted by $190,000 as the former Airgroup shareholders agreed to receive
cash rather than Company shares on an accelerated basis.  The effect
of this transaction was to recognize a reduction in the goodwill impairment
initially record in December of 2008.
 
 In
November 2008, the Company finalized its purchase price allocation for the
Automotive Services Group resulting in a decrease of net assets acquired by
$62,694 due to unutilized transaction costs.  The effect of this
transaction was a decrease to goodwill and a decrease to accrued
payables.
 
 In
December 2008, the Company completed its quarterly analysis of allowance for
doubtful accounts.  Included in the analysis of doubtful accounts was
$205,462 relating to receivables acquired in the Adcom
transaction.  Pursuant to the purchase agreement, the $205,462 was
offset against amounts otherwise due to the former sole shareholder of
Adcom.
 
 In
December 2008, the Company paid $333,277 to the former Airgroup shareholders for
the earnout payment recorded on the books for the year ending June 30,
2008.  The earnout payment was recorded at June 30, 2008 in the amount
of $416,596, and payable in shares of the Company common stock.  The
payment was discounted by $83,319 as the former Airgroup shareholders agreed to
receive cash rather than Company shares.    The effect of
this transaction was a decrease to goodwill and to the amount owed to the former
Airgroup shareholders.




7




RADIANT
LOGISTICS, INC.


Notes
to Condensed Consolidated Financial Statements


(unaudited)





NOTE
1 – THE COMPANY AND BASIS OF PRESENTATION





The
Company





Radiant
Logistics, Inc. (the “Company”) is a Bellevue, Washington based non-asset based
logistics company providing domestic and international freight forwarding
services through a combination of exclusive agent and company-owned stations
across North America. Operating under the Airgroup, Adcom and Radiant Logistic
brands, the Company services a diversified account base including manufacturers,
distributors and retailers using a network of independent carriers and
international agents positioned strategically around the world.





By
implementing a growth strategy, the Company intends to build a leading global
transportation and supply-chain management company offering a full range of
domestic and international freight forwarding and other value added supply chain
management services, including order fulfillment, inventory management and
warehousing.





As a
non-asset based provider of third-party logistics services, the Company seeks to
limit its investment in equipment, facilities and working capital through
contracts and preferred provider arrangements with various transportation
providers who generally provide the Company with favorable rates, minimum
service levels, capacity assurances and priority handling status.  The
Company’s non-asset based approach allows it to maintain a high level of
operating flexibility and leverage a cost structure that is highly variable in
nature while the volume of flow of freight enables the Company to negotiate
attractive pricing with its transportation providers.





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.  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, although the Company’s
management believes that the disclosures are adequate to make the information
presented not misleading.  The Company’s management suggests that
these condensed financial statements 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, 2008.





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
consolidated financial statements also include the accounts of Radiant
Logistics, Inc. and its wholly-owned subsidiaries as well as a single
variable interest entity, Radiant Logistics Partners LLC which is 40% owned by
Radiant Global Logistics, Inc., a wholly owned subsidiary of the Company, whose
accounts are included in the consolidated financial statements in accordance
with Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R)
consolidation of “Variable Interest Entities” (See Note 6). All significant
inter-company balances and transactions have been eliminated.


8


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 of America
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, accounting for
the issuance of shares and share based compensation, fair value of acquired
assets and liabilities, the assessment of the recoverability of long-lived
assets (specifically goodwill and acquired intangibles), the establishment of an
allowance for doubtful accounts and the valuation allowance for deferred tax
assets. 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)           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 which are
not securing any corporate obligations.





c)           Concentration





The
Company maintains its cash in bank deposit accounts, which, at times, may exceed
federally insured limits. The Company has not experienced any losses in such
accounts.





d)
Accounts
Receivable





The
Company’s receivables are recorded when billed and represent claims against
third parties that will be settled in cash. The carrying value of the Company’s
receivables, net of the allowance for doubtful accounts, represents their
estimated net realizable value.   The Company evaluates the
collectability of accounts receivable on a customer-by-customer basis. The
Company records a reserve for bad debts against amounts due to reduce the net
recognized receivable to an amount the Company believes will be reasonably
collected. The reserve is a discretionary amount determined from the analysis of
the aging of the accounts receivables, historical experience and knowledge of
specific customers.





e)  Property &
Equipment





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




Under the
provisions of Statement of Position 98-1, “Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use”, the Company
capitalizes costs associated with internally developed and/or purchased software
systems that have reached the application development stage and meet
recoverability tests. Capitalized costs include external direct costs of
materials and services utilized in developing or obtaining internal-use
software, payroll and payroll-related expenses for employees who are directly
associated with and devote time to the internal-use software project and
capitalized interest, if appropriate. Capitalization of such costs begins when
the preliminary project stage is complete and ceases no later than the point at
which the project is substantially complete and ready for its intended
purpose.




Costs for
general and administrative, overhead, maintenance and training, as well as the
cost of software that does not add functionality to existing systems, are
expensed as incurred.


9


f)           Goodwill





The
Company follows the provisions of Statement of Financial Accounting Standards
("SFAS") No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires an
annual impairment test for goodwill and intangible assets with indefinite lives.
Under the provisions of SFAS No. 142, the first step of the impairment test
requires that the Company determine the fair value of its reporting unit, and
compare the fair value to the reporting unit's carrying amount. The Company has
only one reporting unit.  To the extent the 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. The Company performs its annual
impairment test effective as of April 1 of each year, unless events or
circumstances indicate, an impairment may have occurred before that
time.





During
the second quarter of fiscal 2009, the Company concluded that indicators of
potential impairment were present due to the sustained decline in the Company’s
share price which resulted in the market capitalization of the Company being
less than its book value.  The Company conducted an impairment test
during the second quarter of fiscal 2009 based on the facts and circumstances at
that time and its business strategy in light of existing industry and economic
conditions, as well as taking into consideration future expectations. As the
Company has significantly grown the business since its initial acquisition of
Airgroup, it has also grown its customer relationship intangibles as the Company
added additional stations.  Through its impairment testing and review,
the Company concluded that its discounted cash flow analysis supports a
valuation of its identifiable intangible assets well in excess of their carrying
value.  Factoring this with management’s assessment of the fair value
of other assets and liabilities resulted in no residual implied fair value
remaining to be allocated to goodwill.  However, SFAS 142 does not
allow the Company to recognize the previously unrecognized intangible assets in
connection with these new stations.  As a result, for the quarter
ending December 31, 2008, the Company recorded a non-cash goodwill
impairment charge of $11.4 million. The Company does not expect this
non-cash charge to have any impact on the Company’s compliance with the
financial covenants in its credit agreement.





In
November 2008, the Company amended the Airgroup Stock Purchase Agreement and
agreed to unconditionally pay the former Airgroup shareholders an earn-out
payment of $633,333 for the earn-out period ending June 30, 2009 to be paid on
or about October 1, 2009 by delivery of shares of common stock of the
Company.  As a result of this amendment, goodwill recorded in
connection with the acquisition of Airgroup was increased by the $633,333
earn-out payment. This amount was subsequently written off in connection with
the goodwill impairment recorded for the quarter ending December 31, 2008. The
earn-out obligation, originally payable in Company shares was paid on an
accelerated basis in March of 2009 with the payment discounted by $190,000 as
the former Airgroup shareholders agreed to receive cash rather than Company
shares.





g)  Long-Lived
Assets




Acquired
intangibles consist of customer related intangibles and non-compete agreements
arising from the Company’s acquisitions. Customer related intangibles are
amortized using accelerated methods over approximately 5 years and non-compete
agreements are amortized using the straight line method consistent with the term
of the underlying agreement which generally extends for a period of 4 to 5
years.  See Notes 3, 4 and 5.





The
Company follows the provisions of SFAS No. 144, “Accounting for the Impairment
or Disposal of Long-Lived Assets,” which establishes accounting standards for
the impairment of long-lived assets such as property, plant and equipment and
intangible assets subject to amortization. The Company reviews long-lived assets
to be held-and-used for impairment whenever events or changes in circumstances
indicate that 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 that no
impairment of the respective carrying value has occurred as of March 31,
2009.


10





h)  Commitments





The
Company has operating lease and capital lease commitments, some of which are for
office and warehouse space and equipment rentals and are under non-cancelable
operating leases expiring at various dates through December 2012. Future annual
commitments for years ending June 30, 2009 through 2013 are $157,613, $468,219,
$156,742, $13,764, and $4,583, respectively.





i)  Income
Taxes




Taxes on
income are provided in accordance with SFAS No. 109, “Accounting for
Income Taxes.” Deferred income tax assets and liabilities are recognized for the
expected future tax consequences of events that have been reflected in the
consolidated financial statements. Deferred tax assets and liabilities are
determined based on the differences between the book values and the tax bases of
particular assets and liabilities. Deferred tax assets and liabilities are
measured using tax rates in effect for the years in which the differences are
expected to reverse. A valuation allowance is provided to offset the net
deferred tax assets if, based upon the available evidence, it is more likely
than not that some or all of the deferred tax assets will not be
realized.




The
Company accounts for uncertain income tax positions in accordance with FAS
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement 109” (“FIN 48”), which was adopted by the
Company on July 1, 2007. Accordingly, the Company reports a liability for
unrecognized tax benefits resulting from uncertain income tax positions taken or
expected to be taken in an income tax return. Estimated interest and penalties
are recorded as a component of interest expense or other expense,
respectively.





The
difference between the income tax benefit computed using statutory tax rates and
the income tax benefit recorded for the three and nine months ended March 31,
2009, was due to permanent differences related to the goodwill
impairment.





j)  Revenue
Recognition and Purchased Transportation Costs





The
Company recognizes revenue on a gross basis, in accordance with Emerging Issues
Task Force ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus Net as
an Agent," as a result of the following: The Company is the primary obligor
responsible for providing the service desired by the customer and is responsible
for fulfillment, including the acceptability of the service(s) ordered or
purchased by the customer. At the Company’s sole discretion, it sets the prices
charged to its customers, and is not required to obtain approval or consent from
any other party in establishing its prices. The Company has multiple suppliers
for the services it sells to its customers, and has the absolute and complete
discretion and right to select the supplier that will provide the product(s) or
service(s) ordered by a customer, including changing the supplier on a
shipment-by-shipment basis. In most cases, the Company determines the nature,
type, characteristics, and specifications of the service(s) ordered by the
customer. The Company also assumes credit risk for the amount billed to the
customer.




As a
non-asset based carrier, the Company does not own transportation assets. The
Company generates the major portion of its air and ocean freight revenues by
purchasing transportation services from direct (asset-based) carriers and
reselling those services to its customers. In accordance with EITF 99-19,
revenue from freight forwarding and export services is recognized at the time
the freight is tendered to the direct carrier at origin, and direct expenses
associated with the cost of transportation are accrued concurrently. At the time
when revenue is recognized on a transportation shipment, the Company records
costs related to that shipment based on the estimate of total purchased
transportation costs. The estimates are 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.


11





k)  Share based
Compensation





The
Company follows the provisions of SFAS No. 123R, "Share Based Payment,” a
revision of FASB Statement No. 123 ("SFAS 123R"). This statement requires that
the cost resulting from all share-based payment transactions be recognized in
the Company’s consolidated financial statements. In addition, the Company
follows the guidance of the Securities and Exchange Commission ("SEC") Staff
Accounting Bulletin No. 107, "Share-Based Payment" ("SAB 107"). SAB 107 provides
the SEC’s staff’s position regarding the application of SFAS 123R and certain
SEC rules and regulations, and also provides the staff’s views regarding the
valuation of share-based payment arrangements for public companies. SFAS 123R
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the statement of operations based on their
fair values.





For the
three months ended March 31, 2009, the Company recorded a share based
compensation expense of $43,022, which, net of income taxes, resulted in a
$26,674 net reduction of net income. For the three months ended March 31, 2008,
the Company recorded a share based compensation expense of $57,282, which, net
of income taxes, resulted in a $37,806 net reduction of net
income.  For the nine months ended March 31, 2009, the Company
recorded a share based compensation expense of $123,714, which, net of income
taxes, resulted in a $76,703 net reduction of net income. For the nine months
ended March 31, 2008, the Company recorded a share based compensation expense of
$150,384, which, net of income taxes, resulted in a $99,253 net reduction of net
income.





l)
              Basic
      and Diluted Income Per Share





The
Company uses SFAS No. 128, "Earnings Per Share" for calculating the basic and
diluted income per share. Basic income per share is computed by dividing net
income attributable to common stockholders by the weighted average number of
common shares outstanding. Diluted income per share is computed similar to basic
income per share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common shares, such as stock options, had been issued and if the additional
common shares were dilutive.





For the
three months ended March 31, 2009 and 2008, the weighted average outstanding
number of dilutive common shares totaled 34,701,960 and 34,134,454,
respectively.   Options to purchase 3,285,000 shares of common
stock were not included in the diluted EPS computation for the three months
ended March 31, 2009 as the exercise prices of those options were greater than
the market price of the common shares and are thus
anti-dilutive.  Options to purchase 2,580,000 shares of common stock
were not included in the diluted EPS computation for the three months ended
March 31, 2008 as the exercise prices of those options were greater than the
market price of the common shares and are thus anti-dilutive.





For the
nine months ended March 31, 2009 and 2008, the weighted average outstanding
number of dilutive common shares totaled 34,699,679 and 34,218,416,
respectively.  Options to purchase 3,285,000 shares of common stock
were not included in the diluted EPS computation for the nine months ended March
31, 2009 as there was a loss for the period and they are thus
anti-dilutive.  Options to purchase 2,580,000 shares of common stock
were not included in the diluted EPS computation for the nine months ended March
31, 2008 as the exercise prices of those options were greater than the market
price of the common shares and are thus anti-dilutive.





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





Three months
                    ended
                    March 31,
                    2009
                  
                  
                  Three months
                    ended
                    March 31,
                    2008
                  
                  
                  Nine months
                    ended
                    March 31,
                    2009
                  
                  
                  Nine months
                    ended
                    March 31,
                    2008Weighted
      average basic shares outstanding
                  
                  
                  34,701,960
                  
                  
                  
                  34,115,010
                  
                  
                  
                  34,699,679
                  
                  
                  
                  34,012,391Options
                  
                  
                  -
                  
                  
                  
                  19,444
                  
                  
                  
                  —
                  
                  
                  
                  206,025Weighted
      average dilutive shares outstanding
                  
                  
                  34,701,960
                  
                  
                  
                  34,134,454
                  
                  
                  
                  34,699,679
                  
                  
                  
                  34,218,416


12


m)           Reclassifications





Certain
amounts for prior periods have been reclassified in the consolidated financial
statements to conform to the classification used in fiscal 2008.





NOTE
3 – ACQUISITION OF AUTOMOTIVE SERVICES GROUP





In May,
2007, the Company launched a new logistics service offering focused on the
automotive industry through its wholly owned subsidiary, Radiant Logistics
Global Services, Inc. (“RLGS”).  The Company entered into an Asset
Purchase Agreement (the “APA”) with Mass Financial Corporation (“Mass”) to
acquire certain assets formerly used in the operations of the automotive
division of Stonepath Group, Inc. (the “Purchased Assets”).  The
transaction was deemed to be the purchase of a business structured as an asset
purchase and accounted for under purchase accounting.  Pursuant to the
initial APA, the agreement of the transaction was valued at up to $2.75
million.





Concurrent
with the execution of the APA, the Company also entered into a Management
Services Agreement (“MSA”) with Mass, whereby it agreed to operate the Purchased
Assets within its automotive services group during the interim period pending
the closing under the APA.  As part of the MSA, Mass agreed to
indemnify the Company from and against any and all expenses,
claims  and damages arising out of or relating to any use by any of
the Company’s subsidiaries or affiliates of the Purchased Assets and the
operation of the business utilizing the Purchased Assets.





Shortly
after commencing operation of the Purchased Assets pursuant to the MSA, a
judgment creditor of Stonepath (the “Stonepath Creditor”) issued garnishment
notices to the automotive customers being serviced by the Company disputing the
priority and superiority of the underlying security interests of Mass in the
Purchased Assets and asserting that the Company was in possession of certain
accounts receivable of other assets covered by a garnishment
notice.  This resulted in a significant disruption to the automotive
business and the Company exercised an indemnity claim against Mass resulting in
a restructured transaction with Mass.





In
November 2007,the
purchase price of the purchased assets was reduced to $1.56 million, consisting
of cash of $560,000 and a $1.0 million credit in satisfaction of indemnity
claims asserted by the Company arising from its interim operation of the
Purchased Assets since May 22, 2007. Of the cash component of the transaction,
$100,000 was paid in May of 2007, $265,000 was paid at closing and a final
payment of $195,000 was to be paid in November of 2008, subject to off-set of up
to $75,000 for certain qualifying expenses incurred by the
Company.  Net of qualifying expenses and a discount for accelerated
payment, the final payment was reduced to $95,000 and paid in June of
2008.





The
Company finalized its purchase price allocation in November 2008 resulting in a
decrease of net assets acquired by $63,000 due to unutilized transaction
costs.  The total net assets acquired were $1.84
million.  The purchase price of the acquired assets was comprised of
the $1.56 million purchase price less $25,000 for the early payment of the note,
and an additional $302,306 in acquisition expenses.  Given the nature
of the transaction and the disruption to the business caused by the garnishment
proceedings, there was no covenant not to compete arrangements, continuing
customer contracts or similar amortizable intangibles associated with this
transaction. The following table summarizes the allocation of the purchase price
based on the estimated fair value of the acquired assets at November 1,
2007.  No liabilities were assumed in connection with the
transaction:




Furniture and equipment
                  
                  $
                  24,165Goodwill
                  
                  
                  1,813,141Total
      acquired assets
                  
                  
                  1,837,306Total
      acquired liabilities
                  
                  
                  —Net assets acquired
                  
                  $
                  1,837,306


13


The
results of operations related to these assets are included in the Company’s
statement of income from the date of acquisition in November 2007.





NOTE
4 – ACQUISITION OF ADCOM





On
September 5, 2008, the Company entered into and closed a Stock Purchase
Agreement (the “Agreement”) pursuant to which it acquired 100% of the issued and
outstanding stock of Adcom Express, Inc., d/b/a Adcom Worldwide (“Adcom”), a
privately held Minnesota corporation. For financial accounting purposes, the
transaction was deemed to be effective as of September 1, 2008. The stock was
acquired from Robert F. Friedman, the sole shareholder of Adcom.  The
total value of the transaction was $11,050,000, consisting of: (i) $4,750,000 in
cash paid at the closing; (ii) $250,000 in cash payable shortly after the
closing, subject to adjustment, based upon the working capital of Adcom as of
August 31, 2008; (iii) up to $2,800,000 in four “Tier-1 Earn-Out Payments” of up
to $700,000 each, covering the four year earn-out period through June 30, 2012,
based upon Adcom achieving certain levels of “Gross Profit Contribution” (as
defined in the Agreement), payable 50% in cash and 50% in shares of Company
common stock (valued at delivery date); (iv) a “Tier-2 Earn-Out Payment” of up
to $2,000,000, equal to 20% of the amount by which the Adcom cumulative Gross
Profit Contribution exceeds $16,560,000 during the four year earn-out period;
and (v) an “Integration Payment” of $1,250,000 payable on the earlier of the
date certain integration targets are achieved or 18 months after the closing,
payable 50% in cash and 50% in shares of Company common stock (valued at
delivery date). The Integration Payment, the Tier-1 Earn-Out Payments and
certain amounts of the Tier-2 Payments may be subject to acceleration upon
occurrence of a “Corporate Transaction” (as defined in the Agreement), which
includes a sale of Adcom or the Company, or certain changes in corporate
control. The cash component of the transaction was financed through a
combination of existing funds and the proceeds from the Company’s revolving
credit facility.





Founded
in 1978, Adcom provides a full range of domestic and international freight
forwarding solutions to a diversified account base including manufacturers,
distributors and retailers through a combination of three company-owned and
twenty-seven independent agency locations across North America.





The
acquisition was accounted for as a purchase and accordingly, the results of
operations and cash flows of Adcom have been included in the Company’s condensed
consolidated financial statements prospectively from the date of
acquisition.  At September 30, 2008, the total purchase price
consisted of an initial payment of $4,750,000, an additional $136,796 in
acquisition expenses and net of an offset of $110,000 for certain liabilities
assumed in connection with the transaction.  As part of the
acquisition the Company recorded   $220,000 in
restructuring charges that are anticipated to be paid over the course of a
year.  As of March 31, 2009 the Company has incurred $109,183 in
restructuring costs and the Company has a residual restructuring liability of
$110,817. Also included in the acquisition is $1,250,000 in future integration
payments (included in current liabilities) and $394,408 in working capital and
other adjustments.  In the second fiscal quarter ended December 31,
2008, the Company incurred an additional $35,437 of integration
costs.  The total purchase price does not include any amount for the
Tier-1 or Tier -2 Earn-out payments as these amounts are contingent upon future
financial thresholds being achieved for Adcom. The following table summarizes
the preliminary allocation of the purchase price based on the estimated fair
value of the acquired assets at August 31, 2008.




Current
      Assets
                  
                  $
                  11,980,440Furniture
      & Equipment
                  
                  
                  291,862Notes
      Receivable
                  
                  
                  343,602Intangibles
                  
                  
                  3,200,000Goodwill
                  
                  
                  3,091,369Other
      Assets
                  
                  
                  325,295Total
      acquired assets
                  
                  
                  19,232,568Current
      Liabilities assumed
                  
                  
                  11,559,927Long
      Term Deferred Tax Liability
                  
                  
                  1,216,000Total
      acquired liabilities
                  
                  
                  12,775,927Net
      assets acquired
                  
                  $
                  6,456,641


14





The above
allocation is still preliminary and the Company expects to finalize it prior to
the September 2009 anniversary of the acquisition as required per SFAS
141.





The
Company is in a dispute with the former shareholder of Adcom regarding the
amount, if any, due to him based on the closing date working capital, as
adjusted, of Adcom.  The Company has asserted set off claims of
$630,000. The Company has fully reserved all amounts potentially due to the
former shareholder which are currently reported as “Due to former Adcom
Shareholder” on the Balance Sheet, without giving effect for these
set-offs. See Part II – Item 1. Legal Proceedings for further
details about the dispute.





The
following information is based on estimated results for the three and nine
months ended March 31, 2009 and 2008 as if the acquisition of the Adcom had
occurred as of July 1, 2007 (in thousands, except earnings per
share):





Three months ending March
    31,2009
                
                
                2008Total
      revenue
                
                $
                29,719
                
                
                $
                39,762Net
      income (loss)
                
                $
                293
                
                
                $
                47Earnings
      per share:Basic
                
                $
                .01
                
                
                $
                .00Diluted
                
                $
                .01
                
                
                $
                .00





Nine months ending March
31,2009
                
                
                2008Total
      revenue
                
                $
                116,770
                
                
                $
                118,526Net
      income (loss)
                
                $
                (9,791
                )
                
                $
                1,339Earnings
      (loss) per share:Basic
                
                $
                (.28
                )
                
                $
                .04Diluted
                
                $
                (.28
                )
                
                $
                .04





NOTE
5 – ACQUIRED INTANGIBLE ASSETS





The table
below reflects acquired intangible assets related to the acquisitions of
Airgroup, Automotive Services Group and Adcom.  The information is for
the nine months ended March 31, 2009 and year ended June 30,
2008.


15





Nine months ended
                  March 31, 2009
                
                
                Year ended
                  June 30, 2008Gross
                  carrying
                  amount
                
                
                Accumulated
                  Amortization
                
                
                Gross
                  carrying
                  amount
                
                
                Accumulated
                  AmortizationAmortizable
      intangible assets:Customer
      related
                
                $
                5,752,000
                
                
                $
                2,341,015
                
                
                $
                2,652,000
                
                
                $
                1,454,587Covenants
      not to compete
                
                
                190,000
                
                
                
                72,787
                
                
                
                90,000
                
                
                
                45,000Total
                
                $
                5,942,000
                
                
                $
                2,413,802
                
                
                $
                2,742,000
                
                
                $
                1,499,587Aggregate
      amortization expense:For
      nine months endedMarch
      31, 2009
                
                
                
                
                
                $
                914,215For
      nine months endedMarch
      31, 2008
                
                
                
                
                
                $
                410,520Aggregate
      amortization expense for the years ended June 30:2009
      – For the remainder of the year
                
                
                
                
                
                
                349,1552010
                
                
                
                
                
                
                1,159,2862011
                
                
                
                
                
                
                827,7622012
                
                
                
                
                
                
                769,7722013
                
                
                
                
                
                
                374,3442014
                
                
                
                
                
                
                47,879Total
                
                
                
                
                
                $
                3,528,198





For the
nine months ended March 31, 2009, the Company recorded an expense of $914,215
from amortization of intangibles and an income tax benefit of $347,403 from
amortization of the long term deferred tax liability; arising from the Airgroup
and Adcom acquisitions.  For the nine months ended March 31, 2008, the
Company recorded an expense of $410,520 from amortization of intangibles and an
income tax benefit of $139,578 from amortization of the long term deferred tax
liability; both arising from the acquisition of Airgroup.  The Company
expects the net reduction in income, from the combination of amortization of
intangibles and long term deferred tax liability will be $216,477 for the
remainder of 2009, $738,082 in 2010, $519,700 in 2011, $477,259 in 2012,
$232,093 in 2013 and $29,688 in 2014.





NOTE
6 – VARIABLE INTEREST ENTITY





FIN46(R)
clarifies the application of Accounting Research Bulletin No. 51 “Consolidated
Financial Statements,” to 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 (“variable interest
entities”). Radiant Logistics Partners LLC (“RLP”) is owned 40% by the Company
and qualifies as a variable interest entity as a result of the back-office
services RLP purchases from the Company and the fact that RLP is owned 60% by an
affiliate of the Company’s CEO. (See Note 7).
  As a
result, RLP is included in the Company’s consolidated financial statements. RLP
commenced operations in February 2007. Minority interest recorded on the income
statement for the three and nine months ended March 31, 2009 was an expense of
$21,750 and $19,604, respectively.  Minority interest recorded on the
income statements for the three and nine months ended March 31, 2008 was a
benefit of $13,696 and $45,642, respectively.
 16


NOTE
7 – RELATED PARTY





RLP is
owned 40% by Radiant Global Logistics, Inc. and 60% by an affiliate of the Chief
Executive Officer of the Company, Radiant Capital Partners (RCP). RLP is a
certified minority business enterprise which was formed for the purpose of
providing the Company with a national accounts strategy to pursue corporate and
government accounts with diversity initiatives. As currently structured, 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. As the RLP operations mature, the Company
will evaluate and approve all related service agreements between the Company and
RLP, including the scope of the services to be provided by the Company to RLP
and the fees payable to the Company by RLP, in accordance with the Company’s
corporate governance principles and applicable Delaware corporation law. This
process may include seeking the opinion of a qualified third party concerning
the fairness of any such agreement or the approval of the Company’s
shareholders. Under FIN46(R), RLP is consolidated in the financial statements of
the Company (see Note 6).





NOTE
8 – FURNITURE AND EQUIPMENT
 
 Furniture
and equipment consists of the following:
 
 March 31,
                          
                          
                          June
      30,2009
                          
                          
                          2008Vehicles
                          
                          $
                          33,788
                          
                          
                          $
                          3,500Communication
      equipment
                          
                          
                          1,353
                          
                          
                          
                          1,353Office
      equipment
                          
                          
                          312,316
                          
                          
                          
                          261,633Furniture
      and fixtures
                          
                          
                          50,391
                          
                          
                          
                          47,191Computer
      equipment
                          
                          
                          551,118
                          
                          
                          
                          290,135Computer
      software
                          
                          
                          881,373
                          
                          
                          
                          738,566Leasehold
      improvements
                          
                          
                          45,183
                          
                          
                          
                          30,5261,875,522
                          
                          
                          
                          1,372,904Less:  Accumulated
      depreciation and amortization
                          
                          
                          (1,003,241
                          )
                          
                          
                          (655,362
                          )Furniture
      and equipment – net
                          
                          $
                          872,281
                          
                          
                          $
                          717,542
 
 Depreciation
and leasehold amortization expense for the nine months ended March 31, 2009 was
$352,908 and for the nine months ended March 31, 2008 was
$293,655.


NOTE
9 – LONG TERM DEBT





In
September 2008, the Company’s $10 million revolving credit facility (Facility)
was increased from $10 million to $15 million.  The Facility is
collateralized by accounts receivable and other assets of the Company and its
subsidiaries. Advances under the Facility are available to fund future
acquisitions, capital expenditures or for other corporate purposes. Borrowings
under the facility bear interest, at the Company’s option, at the Bank’s prime
rate minus .15% to 1.00% or LIBOR plus 1.55% to 2.25%, and can be adjusted up or
down during the term of the Facility based on the Company’s performance relative
to certain financial covenants. The Facility provides for advances of up to 80%
of the Company’s eligible accounts receivable.





The terms
of the Facility are subject to certain financial and operational covenants which
may limit the amount otherwise available under the Facility. The first covenant
limits funded debt to a multiple of 3.00 times the Company’s consolidated EBITDA
(as adjusted) measured on a rolling four quarter basis (or a multiple of 3.25 at
a reduced advance rate of 75.0%). The second financial covenant requires the
Company to maintain a basic fixed charge coverage ratio of at least 1.1 to 1.0.
The third financial covenant is a minimum profitability standard that requires
the Company not to incur a net loss before taxes, amortization of acquired
intangibles and extraordinary items in any two consecutive quarterly accounting
periods.


17


Under the
terms of the Facility, the Company is permitted to make additional acquisitions
without the lender's consent only if certain conditions are satisfied. The
conditions imposed by the Facility include the following: (i) the absence of an
event of default under the Facility, (ii) the company to be acquired must be in
the transportation and logistics industry, (iii) the purchase price to be paid
must be consistent with the Company’s historical business and acquisition model,
(iv) after giving effect for the funding of the acquisition, the Company must
have undrawn availability of at least $1.0 million under the Facility, (v) the
lender must be reasonably satisfied with projected financial statements the
Company provides covering a 12 month period following the acquisition, (vi) the
acquisition documents must be provided to the lender and must be consistent with
the description of the transaction provided to the lender, and (vii) the number
of permitted acquisitions is limited to three per calendar year and shall not
exceed $7.5 million in aggregate purchase price financed by funded debt. In the
event that the Company is not able to satisfy the conditions of the Facility in
connection with a proposed acquisition, it must either forego the acquisition,
obtain the lender's consent, or retire the Facility. This may limit or slow the
Company’s ability to achieve the critical mass it may need to achieve its
strategic objectives.





The
co-borrowers of the Facility include Radiant Logistics, Inc., Radiant Global
Logistics, Inc., (f/k/a Airgroup Corporation), Radiant Logistics Global Services
Inc. (“RLGS”), Radiant Logistics Partners, LLC (“RLP”), and Adcom Express, Inc.
(d/b/a Adcom Worldwide). RLP is owned 40% by Radiant Global Logistics, Inc., and
60% by an affiliate of the Chief Executive Officer of the Company, Radiant
Capital Partners. RLP has been certified as a minority business enterprise, and
focuses on corporate and government accounts with diversity initiatives. As a
co-borrower under the Facility, the accounts receivable of RLP are eligible for
inclusion within the overall borrowing base of the Company and all borrowers
will be responsible for repayment of the debt associated with advances under the
Facility, including those advanced to RLP. At March 31, 2009, the Company was in
compliance with all of its covenants.





As of
March 31, 2009, the Company had $6,797,262 in advances under the Facility and
$888,669 in outstanding checks, which had not yet been presented to the bank for
payment. The outstanding checks have been reclassified from cash, as they will
be advanced from, or against, the Facility when presented for payment to the
bank.  These amounts total long term debt of $7,685,931.





At March
31, 2009, based on available collateral and $205,000 in outstanding letter of
credit commitments, there was $2,280,154 available for borrowing under the
Facility based on advances outstanding.





NOTE
10 – STOCKHOLDERS’ EQUITY





Preferred
Stock





The
Company is authorized to issue 5,000,000 shares of preferred stock, par value at
$.001 per share. As of March 31, 2009, none of the shares were issued or
outstanding.





Common
Stock





In May
2008, the Company issued 250,000 shares of common stock to a financial advisor
who provided investor relations and financial advisory services for the periods
February 2008 through July 2008. The services for the period through June 2008
were recorded in the prior fiscal year, and as such, only the value of 41,667
shares has been recorded during the nine months ended March 31,
2009.





NOTE
11 – SHARE BASED COMPENSATION




During
the nine months ended March 31, 2009, the Company issued employee options to
purchase 100,000 shares of common stock at $0.20 per share in October
2008.  The options vest 20% per year over a five year
term.




Share
based compensation costs recognized during the three and nine months ended March
31, 2009, includes compensation cost for all share-based payments granted to
date, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123R. No options have been exercised as of March 31,
2009.





During
the nine months ended March 31, 2009, the weighted average fair value per share
of employee options granted in October 2008 was $.11.  The fair value
of options granted were estimated on the date of grant using the Black-Scholes
option pricing model, with the following assumptions for each issuance of
options:


18





October2008Dividend
      yield
                  
                  NoneVolatility
                  
                  
                  64.7
                  %Risk
      free interest rate
                  
                  
                  2.67
                  %Expected
      lives
                  
                  5.0
      years





In
accordance with SFAS123R, the Company is required to estimate the number of
awards that are ultimately expected to vest.





During
the nine months ended March 31, 2009 and 2008, the Company recognized stock
option compensation costs of $123,714 and $150,384, respectively, in accordance
with SFAS 123R.  The following table summarizes activity under the
plan for the nine months ended March 31, 2009.





Number of
                            shares
                          
                          
                          Weighted
                            Average
                            exercise price
                            per share
                          
                          
                          Weighted
                            average
                            remaining
                            contractual
                            life
                          
                          
                          Aggregate
                            intrinsic
                            valueOutstanding
      at June 30, 2008
                          
                          
                          3,410,000
                          
                          
                          $
                          0.539
                          
                          
                          7.97
      years
                          
                          
                          $
                          —Options
      granted
                          
                          
                          100,000
                          
                          
                          
                          0.20
                          
                          
                          
                          —
                          
                          
                          
                          —Options
      exercised
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —Options
      forfeited
                          
                          
                          (225,000
                          )
                          
                          
                          0.519
                          
                          
                          
                          —
                          
                          
                          
                          —Options
      expired
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —Outstanding
      at March 31, 2009
                          
                          
                          3,285,000
                          
                          
                          $
                          0.530
                          
                          
                          7.23 years
                          
                          
                          $
                          —Exercisable
      at March 31, 2009
                          
                          
                          1,516,000
                          
                          
                          $
                          0.594
                          
                          
                          6.70 years
                          
                          
                          $
                          —





The
aggregate intrinsic value for all outstanding options as of March 31, 2009 was
$0 due to the strike price of all outstanding options exceeding the market price
of the Company’s stock.  The aggregate intrinsic value for all vested
options was $0 due to the strike price of all vested options exceeding the
market price of the Company’s stock.





NOTE
12 – RECENT ACCOUNTING PRONOUNCEMENTS





No new
accounting pronouncements are expected to have a material impact on the
Company.





19




ITEM
2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS





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


CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This
report includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding future operating performance,
events, trends and plans. All statements other than statements of historical
fact contained herein, including, without limitation, statements regarding the
our future financial position, business strategy, budgets, projected revenues
and costs, and plans and objectives of management for future operations, are
forward-looking statements. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as “may,” “will,”
“expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or
“believes” or the negative thereof or any variation thereon or similar
terminology or expressions. We have based these forward-looking statements on
our current expectations and projections about future events. 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. While it
is impossible to identify all of the factors that may cause our actual operating
performance, events, trends or plans to differ materially from those set forth
in such forward-looking statements, such factors include the inherent risks
associated with our ability to: (i) to use Airgroup as a “platform” upon which
we can build a profitable global transportation and supply chain management
company; (ii) retain and build upon the relationships we have with our exclusive
agency offices; (iii) continue the development of our back office infrastructure
and transportation and accounting systems in a manner sufficient to service our
expanding revenues and base of exclusive agency locations; (iv) maintain the
future operations of Adcom in a manner consistent with its past practices, (v)
integrate the operations of Adcom with our existing operations, (vi) continue
growing our business and maintain historical or increased gross profit margins;
(vii) locate suitable acquisition opportunities; (viii) secure the financing
necessary to complete any acquisition opportunities we locate; (ix) assess and
respond to competitive practices in the industries in which we compete, (x)
mitigate, to the best extent possible, our dependence on current management and
certain of our larger exclusive agency locations; (xi) assess and respond to the
impact of current and future laws and governmental regulations affecting the
transportation industry in general and our operations in particular; and (xii)
assess and respond to such other factors which may be identified from time to
time in our Securities and Exchange Commission (SEC) filings and other public
announcements including those set forth in Part 1 Item 1A of our Annual Report
on Form 10-K for the fiscal year ended June 30, 2008. All subsequent written and
oral forward-looking statements attributable to us, or persons acting on our
behalf, are expressly qualified in their entirety by the foregoing. 
Readers are cautioned not to place undue reliance on our forward-looking
statements, as they speak only as of the date made. Except as required by law,
we assume no duty to update or revise our forward-looking
statements.





Overview





We are a
Bellevue, Washington based non-asset based logistics company providing domestic
and international freight forwarding services through a network of exclusive
agent offices across North America. Operating under the Airgroup, Adcom and
Radiant Logistics brands, we service a diversified account base including
manufacturers, distributors and retailers using a network of independent
carriers and international agents positioned strategically around the
world.





By
implementing a growth strategy, we intend to build a leading global
transportation and supply-chain management company offering a full range of
domestic and international freight forwarding and other value added supply chain
management services, including order fulfillment, inventory management and
warehousing.





As a
non-asset based provider of third-party logistics services, we seek to limit our
investment in equipment, facilities and working capital through contracts and
preferred provider arrangements with various transportation providers who
generally provide us with favorable rates, minimum service levels, capacity
assurances and priority handling status.  Our non-asset based approach
allows us to maintain a high level of operating flexibility and leverage a cost
structure that is highly variable in nature while the volume of our flow of
freight enables us to negotiate attractive pricing with our transportation
providers.





Our
growth strategy continues to focus on both organic growth and acquisitions. From
an organic perspective, we are focused on strengthening existing and expanding
new customer relationships.  One of the drivers of our organic growth
will be retaining existing, and securing new exclusive agency locations as well
as enhancing our back-office infrastructure and transportation and accounting
systems.





As we
continue to build out our network of exclusive agent locations to achieve a
level of critical mass and scale, we are executing an acquisition strategy to
develop additional growth opportunities.  We continue to identify a
number of additional companies as suitable acquisition candidates and have
completed two material acquisitions over the past eighteen
months.   In November 2007, we purchased certain assets in
Detroit, Michigan to service the automotive industry.  In September
2008, we acquired Adcom Express, Inc. d/b/a Adcom Worldwide (“Adcom”). Adcom is
a Minneapolis, Minnesota based logistics company contributing an additional 30
locations across North America and augmenting our overall domestic and
international freight forwarding capabilities.


20





We will
continue to search for targets that fit within our acquisition
criteria.  Successful implementation of our growth strategy depends
upon a number of factors, including our ability to: (i) continue developing new
agency locations; (ii) locate acquisition opportunities; (iii) secure adequate
funding to finance identified acquisition opportunities; (iv) efficiently
integrate the businesses of the companies acquired; (v) generate the anticipated
economies of scale from the integration; and (vi) maintain the historic sales
growth of the acquired businesses in order to generate continued organic growth.
There are a variety of risks associated with our ability to achieve our
strategic objectives, including the ability to acquire and profitably manage
additional businesses and the intense competition in the industry for customers
and for acquisition candidates.





Performance
Metrics




Our
principal source of income is derived from freight forwarding services. As a
freight forwarder, we arrange for the shipment of our customers’ freight from
point of origin to point of destination. Generally, we quote our customers a
turn key 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 (truck, air, ocean or rail). In turn, we assume the responsibility for
arranging and paying for the underlying means of transportation.





Our
transportation revenue represents the total dollar value of services we sell to
our customers. Our cost of transportation includes direct costs of
transportation, including motor carrier, air, ocean and rail services. We act
principally as the service provider to add value in the execution and
procurement of these services to our customers. Our net transportation revenue
(gross transportation revenue less the direct cost of transportation) is the
primary indicator of our ability to source, add value and resell services
provided by third parties, and is considered by management to be a key
performance measure. In addition, management believes measuring its operating
costs as a function of net transportation revenue provides a useful metric, as
our ability to control costs as a function of net transportation revenue
directly impacts operating earnings.





Our
operating results will be affected as acquisitions occur. Since all acquisitions
are made using the purchase method of accounting for business combinations, our
financial statements will only include the results of operations and cash flows
of acquired companies for periods subsequent to the date of
acquisition.





Our GAAP
based net income will be affected by non-cash charges relating to the
amortization of customer related intangible assets and other intangible assets
arising from 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 actually 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.





Further,
the financial covenants of our credit facility adjust EBITDA to exclude costs
related to share based compensation expense and other non-cash charges.
Accordingly, we intend to employ EBITDA and adjusted EBITDA as management tools
to measure our historical financial performance and as a benchmark for future
financial flexibility.


21





Our
compliance with the financial covenants of our credit facility is particularly
important given the materiality of the credit facility to our day-to-day
operations and overall acquisition strategy.  Our debt capacity,
subject to the requisite collateral at an advance rate of 80%, is limited to a
multiple of 3.00 times our consolidated EBITDA (as adjusted) as measured on a
rolling four quarter basis (or a multiple of 3.25 times our consolidated EBITDA
(as adjusted) at a reduced advance rate of 75.0%).   If we fail
to comply with the covenants in our credit facility and are unable to secure a
waiver or other relief, our financial condition would be materiality weakened
and our ability to fund day-to-day operations would be materially and adversely
affected.





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
that historical seasonal patterns will continue in future periods.  In
addition, our historical trends may be even less relevant in light of the
current global economic downturn. We can offer no assurance that these
conditions either will improve in the near future or will not
worsen.





Results
of Operations





Basis
of Presentation





The
results of operations discussion that appears below has been presented utilizing
a combination of historical and, where relevant, pro forma information to
include the effects on our consolidated financial statements of our recently
completed acquisition of Adcom.  The pro forma information has been
presented for three and nine months ended March 31, 2009 and 2008 as if we had
acquired Adcom as of July 1, 2007.  The pro forma results are
developed to reflect a consolidation of the historical results of operations of
the Company and adjusted to include the historical results of Adcom as if we had
acquired Adcom as of July 1, 2007. The historical results of Adcom were derived
from Adcom’s historical audited financial statements and notes for the fiscal
years ended September 30, 2007 and 2006 (included as Item 9.01 (a) to
the Form 8-K filed with the Securities and Exchange Commission on behalf of
Adcom Express, Inc. on September 11, 2008





The pro
forma financial data are not necessarily indicative of results of operations
that would have occurred had this acquisition been consummated at the beginning
of the periods presented or that might be attained in the future.





For
the three months ended March 31, 2009 (actual and unaudited) and March 31, 2008
(actual and  unaudited)




We
generated transportation revenue of $29.7 million and $25.8 million and net
transportation revenue of $10.7 million and $9.5 million for the three months
ended March 31, 2009 and 2008, respectively.  Net income was $293,000
for the three months ended March 31, 2009 compared to net income of $87,000 for
the three months ended March 31, 2008.





We had
adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)
of $758,000 and $495,000 for the three months ended March 31, 2009 and 2008,
respectively. EBITDA, is a non-GAAP measure of income and does not include the
effects of interest and taxes, and excludes the “non-cash” effects of
depreciation and amortization on current 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 property, plant and
equipment, and all amortization charges, including amortization of leasehold
improvements and other intangible assets. We then further adjust EBITDA to
exclude extraordinary items and costs related to share based compensation
expense, goodwill impairment charges and other non-cash charges consistent with
the financial covenants of our credit facility. As explained above, we believe
that EBITDA is useful to us and to our investors in evaluating and measuring our
financial performance, liquidity, and compliance with the covenants in our
credit facility.  While management considers EBITDA and adjusted
EBITDA useful in analyzing our results, it is not intended to replace any
presentation included in our consolidated financial statements.  Set
forth below is a reconciliation of EBITDA and adjusted EBITDA to net income, the
most directly comparable GAAP measure for the three months ended March 31, 2009
and 2008.


22






Three months ended March 31,
                
                
                Change2009
                
                
                2008
                
                
                Amount
                
                
                PercentNet
      income
                
                $
                293
                
                
                $
                87
                
                
                $
                206
                
                
                
                236.8
                %Income
      tax expense
                
                
                63
                
                
                
                36
                
                
                
                27
                
                
                
                75.0
                %Interest
      expense – net
                
                
                66
                
                
                
                26
                
                
                
                40
                
                
                
                153.8
                %Depreciation
      and amortization
                
                
                479
                
                
                
                239
                
                
                
                240
                
                
                
                100.4
                %EBITDA
      (Earnings before interest, taxes, depreciation and
      amortization)
                
                $
                901
                
                
                $
                388
                
                
                $
                513
                
                
                
                132.2
                %Share
      based compensation and other non-cash costs
                
                
                47
                
                
                
                107
                
                
                
                (60
                )
                
                
                (
      56.0
                )%Goodwill
      impairment
                
                
                (190
                )
                
                
                —
                
                
                
                (190
                )
                
                NMAdjusted
      EBITDA
                
                $
                758
                
                
                $
                495
                
                
                $
                263
                
                
                
                53.1
                %





The
following table summarizes March 31, 2009 (actual and unaudited) and March 31,
2008 (actual and unaudited) transportation revenue, cost of transportation and
net transportation revenue (in thousands):




Three months ended
      March 31,
                      
                      
                      Change2009
                      
                      
                      2008
                      
                      
                      Amount
                      
                      
                      PercentTransportation
      revenue
                      
                      $
                      29,719
                      
                      
                      $
                      25,765
                      
                      
                      $
                      3,954
                      
                      
                      
                      15.3
                      %Cost
      of transportation
                      
                      
                      18,972
                      
                      
                      
                      16,264
                      
                      
                      
                      2,708
                      
                      
                      
                      16.7
                      %Net
      transportation revenue
                      
                      $
                      10,747
                      
                      
                      $
                      9,501
                      
                      
                      $
                      1,246
                      
                      
                      
                      13.1
                      %Net
      transportation margins
                      
                      
                      36.2
                      %
                      
                      
                      36.9
                      %





Transportation
revenue was $29.7 million for the three months ended March 31, 2009, an increase
of 15.3% over transportation revenue of $25.8 million for the three months ended
March 31, 2008.  Domestic transportation revenue increased by 13.1% to
$17 million for the three months ended March 31, 2009 from $15 million for the
three months ended March 31, 2008. The increase was due primarily to additional
domestic revenues associated with the Adcom acquisition. Excluding the Adcom
acquisition, domestic revenues for the three months ended March 31, 2009 would
have decreased from $17 million to $13.5 million or a 20.6% from the three
months ended March 31, 2009.  International transportation revenue
increased by 18.7% to $12.7 million for the three months ended March 31, 2009
from $10.7 million for the comparable prior year period, attributed mainly to
additional growth in our international revenues and the inclusion of
international revenues associated with the Adcom acquisition. Excluding the
Adcom acquisition, international revenue for the three months ended March 31,
2009 would have decreased by 22.7% to $9.8 million from $12.7 million for the
three months ended March 31, 2009.





Cost of
transportation increased to $19.0 million for the three months ended March 31,
2009 compared to $16.3 million for the three months ended March 31, 2008 as a
result of additional revenues associated with the Adcom
transaction.


23





Net
transportation margins decreased to 36.2% of transportation revenue for the
three months ended March 31, 2009 as compared to 36.9% of transportation revenue
for the three months ended March 31, 2008.  The decrease in net
transportation margins in the current quarter was due to the acquisition of
Adcom which has a higher percentage of international sales which generally have
lower margins.





The
following table compares certain March 31, 2009 (unaudited) and March 31, 2008
(unaudited) condensed consolidated statement of income data as a percentage of
our net transportation revenue (in thousands):





Three months ended March
31,2009
                                    
                                    
                                    2008
                                    
                                    
                                    ChangeAmount
                                    
                                    
                                    Percent
                                    
                                    
                                    Amount
                                    
                                    
                                    Percent
                                    
                                    
                                    Amount
                                    
                                    
                                    PercentNet
      transportation revenue
                                    
                                    $
                                    10,747
                                    
                                    
                                    
                                    100.0
                                    %
                                    
                                    $
                                    9,501
                                    
                                    
                                    
                                    100.0
                                    %
                                    
                                    $
                                    1,246
                                    
                                    
                                    
                                    13.1
                                    %Agent
      commissions
                                    
                                    
                                    6,982
                                    
                                    
                                    
                                    65.0
                                    %
                                    
                                    
                                    6,611
                                    
                                    
                                    
                                    69.6
                                    %
                                    
                                    
                                    371
                                    
                                    
                                    
                                    5.6
                                    %Personnel
      costs
                                    
                                    
                                    1,825
                                    
                                    
                                    
                                    17.0
                                    %
                                    
                                    
                                    1,199
                                    
                                    
                                    
                                    12.6
                                    %
                                    
                                    
                                    626
                                    
                                    
                                    
                                    52.2
                                    %Other
      selling, general and administrative
                                    
                                    
                                    1,189
                                    
                                    
                                    
                                    11.1
                                    %
                                    
                                    
                                    1,269
                                    
                                    
                                    
                                    13.4
                                    %
                                    
                                    
                                    (80
                                    )
                                    
                                    
                                    (6.3
                                    )%Depreciation
      and amortization
                                    
                                    
                                    479
                                    
                                    
                                    
                                    4.5
                                    %
                                    
                                    
                                    239
                                    
                                    
                                    
                                    2.5
                                    %
                                    
                                    
                                    240
                                    
                                    
                                    
                                    100.4
                                    %Total
      operating costs
                                    
                                    
                                    10,475
                                    
                                    
                                    
                                    97.5
                                    %
                                    
                                    
                                    9,318
                                    
                                    
                                    
                                    98.1
                                    %
                                    
                                    
                                    1,157
                                    
                                    
                                    
                                    12.4
                                    %Income
      from operations
                                    
                                    
                                    272
                                    
                                    
                                    
                                    2.5
                                    %
                                    
                                    
                                    183
                                    
                                    
                                    
                                    1.9
                                    %
                                    
                                    
                                    89
                                    
                                    
                                    
                                    48.6
                                    %Goodwill
      impairment
                                    
                                    
                                    190
                                    
                                    
                                    
                                    1.8
                                    %
                                    
                                    
                                    —
                                    
                                    
                                    
                                    0.0
                                    %
                                    
                                    
                                    190
                                    
                                    
                                    NMOther
      income (expense)
                                    
                                    
                                    (84
                                    )
                                    
                                    
                                    (0.8
                                    )%
                                    
                                    
                                    (74
                                    )
                                    
                                    
                                    (0.8
                                    )%
                                    
                                    
                                    (10
                                    )
                                    
                                    
                                    13.5
                                    %Income
      before income taxes and
                                      Minority
      interest
                                    
                                    
                                    378
                                    
                                    
                                    
                                    3.5
                                    %
                                    
                                    
                                    109
                                    
                                    
                                    
                                    1.1
                                    %
                                    
                                    
                                    269
                                    
                                    
                                    
                                    (246.8
                                    )%Income
      tax expense
                                    
                                    
                                    (63
                                    )
                                    
                                    
                                    (.6
                                    )%
                                    
                                    
                                    (36
                                    )
                                    
                                    
                                    (.4
                                    )%
                                    
                                    
                                    (27
                                    )
                                    
                                    
                                    (75.0
                                    )%Income
      before minority interest
                                    
                                    
                                    315
                                    
                                    
                                    
                                    2.9
                                    %
                                    
                                    
                                    73
                                    
                                    
                                    
                                    0.8
                                    %
                                    
                                    
                                    242
                                    
                                    
                                    
                                    (331.5
                                    )%Minority
      interest
                                    
                                    
                                    ( 22
                                    )
                                    
                                    
                                    (0.2
                                    )%
                                    
                                    
                                    14
                                    
                                    
                                    
                                    0.2
                                    %
                                    
                                    
                                    (36
                                    )
                                    
                                    
                                    (257.1
                                    )%Net
      income
                                    
                                    $
                                    293
                                    
                                    
                                    
                                    2.7
                                    %
                                    
                                    $
                                    87
                                    
                                    
                                    
                                    0.9
                                    %
                                    
                                    $
                                    206
                                    
                                    
                                    
                                    236.8
                                    %




Agent
commissions were $7.0 million for the three months ended March 31, 2009, an
increase of 5.6% from $6.6 million for the three months ended March 31,
2008.  Agent commissions as a percentage of net transportation revenue
decreased to 65.0% for three months ended March 31, 2009 from 69.6% for the
comparable prior year period as a result of the introduction of Company owned
operations in Detroit and Newark, NJ as well as three Company owned stores
within the Adcom network where operations were not subject to agent
commissions.





Personnel
costs were $1.8 million for the three months ended March 31, 2009, an increase
of 52.2% from $1.2 million for the three months ended March 31,
2008.  Personnel costs as a percentage of net transportation revenue
increased to 17.0% for three months ended March 31, 2009 from 12.6% for the
comparable prior year period primarily as a result of increased personnel costs
associated with new Company owned stores and the increased head count associated
with the Adcom transaction.





Other
selling, general and administrative costs were $1.2 million for the three months
ended March 31, 2009, a decrease of 6.3% from $1.3 million for the three months
ended March 31, 2008.  The decrease resulted primarily from the
increase in Company owned stations and the acquisition of Adcom. As a percentage
of net transportation revenue, other selling, general and administrative costs
decreased to 11.1% for three months ended March 31, 2009 from 13.4% for the
comparable prior year period.


24





Depreciation
and amortization costs were approximately $479,000 and $239,000 for the three
months ended March 31, 2009 and 2008, respectively.  Depreciation and
amortization as a percentage of net transportation revenue increased to 4.5% for
the three months ended March 31, 2009 from 2.5% for the comparable prior year
period, primarily due to increased amortization costs associated with the Adcom
transaction.





Income
from operations was $272,000 for the three months ended March 31, 2009 compared
to income from operations of $183,000 for the three months ended March 31,
2008.





During
the three months ended March 31, 2009 a reduction in prior goodwill impairment
charges was recorded due to the early repayment of a note due to the former
Airgroup shareholders





Other
expense was $84,000 for the three months ended March 31, 2009 compared to other
expense of $74,000 for the three months ended March 31, 2008.





Net
income was $293,000 for the three months ended March 31, 2009, compared to net
income of $87,000 for the three months ended March 31, 2008.




Supplemental
Pro forma Information





The
following table provides a reconciliation of March 31, 2009 (pro forma and
unaudited) and March 31, 2008 (pro forma and unaudited) adjusted EBITDA to
net income, the most directly comparable GAAP measure in accordance with SEC
Regulation G (in thousands):





Three months ended March 31,
                      
                      
                      Change2009
                      
                      
                      2008
                      
                      
                      Amount
                      
                      
                      PercentNet
      income
                      
                      $
                      293
                      
                      
                      $
                      50
                      
                      
                      $
                      243
                      
                      
                      
                      486.0
                      %Income
      tax expense
                      
                      
                      63
                      
                      
                      
                      37
                      
                      
                      
                      26
                      
                      
                      
                      70.3
                      %Interest
      expense – net
                      
                      
                      66
                      
                      
                      
                      59
                      
                      
                      
                      7
                      
                      
                      
                      11.9
                      %Depreciation
      and amortization
                      
                      
                      479
                      
                      
                      
                      273
                      
                      
                      
                      206
                      
                      
                      
                      75.5
                      %EBITDA
      (Earnings before interest, taxes, depreciation and
      amortization)
                      
                      $
                      901
                      
                      
                      $
                      419
                      
                      
                      $
                      482
                      
                      
                      
                      115.0
                      %Goodwill
      impairment
                      
                      
                      (190
                      )
                      
                      
                      —
                      
                      
                      
                      (190
                      )
                      
                      NMShare
      based compensation and other non-cash costs
                      
                      
                      47
                      
                      
                      
                      56
                      
                      
                      
                      (9
                      )
                      
                      
                      (16.1
                      )%Adjusted
      EBITDA
                      
                      $
                      758
                      
                      
                      $
                      475
                      
                      
                      $
                      283
                      
                      
                      
                      59.6
                      %





The
following table summarizes March 31, 2009 (pro forma and unaudited) and March
31, 2008 (pro forma and unaudited) transportation revenue, cost of
transportation and net transportation revenue (in thousands):




Three months ended March
31,
                    
                    
                    Change2009
                    
                    
                    2008
                    
                    
                    Amount
                    
                    
                    PercentTransportation
      revenue
                    
                    $
                    29,719
                    
                    
                    $
                    39,762
                    
                    
                    $
                    (10,043
                    )
                    
                    
                    (25.3
                    )%Cost
      of transportation
                    
                    
                    18,972
                    
                    
                    
                    25,389
                    
                    
                    
                    (6,417
                    )
                    
                    
                    (25.3
                    )%Net
      transportation revenue
                    
                    $
                    10,747
                    
                    
                    $
                    14,373
                    
                    
                    $
                    (3,626
                    )
                    
                    
                    (25.2
                    )%Net
      transportation margins
                    
                    
                    36.2
                    %
                    
                    
                    36.1
                    %


25





Pro forma
transportation revenue was $29.7 million for the three months ended March 31,
2009, a decrease of 25.3% from pro forma transportation revenue of $39.8 million
for the three months ended March 31, 2008.





Pro forma
cost of transportation decreased to $19.0 million for the three months ended
March 31, 2009 a decrease of 25.3% from pro forma costs of transportation of
$25.4 million for the three months ended March 31, 2008.





Pro forma
net transportation margins increased slightly to 36.2% for the three months
ended March 31, 2009 compared to pro forma transportation margins of 36.1% for
the three months ended March 31, 2008. The net transportation margins remained
relatively unchanged.





The
following table compares certain March 31, 2009 (pro forma and unaudited) and
March 31, 2008 (pro forma and unaudited) condensed consolidated statement of
income data as a percentage of our net transportation revenue (in
thousands):





Three months ended March
31,2009
                                  
                                  
                                  2008
                                  
                                  
                                  ChangeAmount
                                  
                                  
                                  Percent
                                  
                                  
                                  Amount
                                  
                                  
                                  Percent
                                  
                                  
                                  Amount
                                  
                                  
                                  PercentNet
      transportation revenue
                                  
                                  $
                                  10,747
                                  
                                  
                                  
                                  100
                                  %
                                  
                                  $
                                  14,373
                                  
                                  
                                  
                                  100.0
                                  %
                                  
                                  $
                                  (3,626
                                  )
                                  
                                  
                                  (25.3
                                  )%Agent
      commissions
                                  
                                  
                                  6,982
                                  
                                  
                                  
                                  65.0
                                  %
                                  
                                  
                                  10,397
                                  
                                  
                                  
                                  72.3
                                  %
                                  
                                  
                                  (3,415
                                  )
                                  
                                  
                                  (32.8
                                  )%Personnel
      costs
                                  
                                  
                                  1,825
                                  
                                  
                                  
                                  17.0
                                  %
                                  
                                  
                                  1,774
                                  
                                  
                                  
                                  12.3
                                  %
                                  
                                  
                                  51
                                  
                                  
                                  
                                  2.9
                                  %Other
      selling, general and administrative
                                  
                                  
                                  1,189
                                  
                                  
                                  
                                  11.1
                                  %
                                  
                                  
                                  1,622
                                  
                                  
                                  
                                  11.3
                                  %
                                  
                                  
                                  (433
                                  )
                                  
                                  
                                  (26.7
                                  )%Depreciation
      and amortization
                                  
                                  
                                  479
                                  
                                  
                                  
                                  4.5
                                  %
                                  
                                  
                                  273
                                  
                                  
                                  
                                  1.9
                                  %
                                  
                                  
                                  206
                                  
                                  
                                  
                                  75.5
                                  %Total
      operating costs
                                  
                                  
                                  10,475
                                  
                                  
                                  
                                  97.5
                                  %
                                  
                                  
                                  14,066
                                  
                                  
                                  
                                  97.9
                                  %
                                  
                                  
                                  (3,591
                                  )
                                  
                                  
                                  (25.5
                                  )%Income
      from operations
                                  
                                  
                                  272
                                  
                                  
                                  
                                  2.5
                                  %
                                  
                                  
                                  307
                                  
                                  
                                  
                                  2.1
                                  %
                                  
                                  
                                  (35
                                  )
                                  
                                  
                                  (11.4
                                  )%Goodwill
      impairment
                                  
                                  
                                  190
                                  
                                  
                                  
                                  1.8
                                  %
                                  
                                  
                                  —
                                  
                                  
                                  
                                  0.0
                                  %
                                  
                                  
                                  190
                                  
                                  
                                  NMOther
      income (expense)
                                  
                                  
                                  (84
                                  )
                                  
                                  
                                  (0.8
                                  )%
                                  
                                  
                                  (235
                                  )
                                  
                                  
                                  (1.5
                                  )%
                                  
                                  
                                  151
                                  
                                  
                                  
                                  (64.3
                                  )%Income  before
      income taxes and
                                    minority
      interest
                                  
                                  
                                  378
                                  
                                  
                                  
                                  3.5
                                  %
                                  
                                  
                                  72
                                  
                                  
                                  
                                  0.5
                                  %
                                  
                                  
                                  306
                                  
                                  
                                  
                                  425.0
                                  %Income
      tax expense
                                  
                                  
                                  (63
                                  )
                                  
                                  
                                  (0.6
                                  )%
                                  
                                  
                                  (36
                                  )
                                  
                                  
                                  (0.3
                                  )%
                                  
                                  
                                  (27
                                  )
                                  
                                  
                                  75.0
                                  %Income
      before minority interest
                                  
                                  
                                  315
                                  
                                  
                                  
                                  2.9
                                  %
                                  
                                  
                                  36
                                  
                                  
                                  
                                  0.3
                                  %
                                  
                                  
                                  279
                                  
                                  
                                  
                                  775.0
                                  %Minority
      interest
                                  
                                  
                                  (22
                                  )
                                  
                                  
                                  (.2
                                  )%
                                  
                                  
                                  14
                                  
                                  
                                  
                                  0.1
                                  %
                                  
                                  
                                  (36
                                  )
                                  
                                  
                                  (257.1
                                  )%Net  income
                                  
                                  $
                                  293
                                  
                                  
                                  
                                  2.7
                                  %
                                  
                                  
                                  50
                                  
                                  
                                  
                                  0.4
                                  %
                                  
                                  $
                                  243
                                  
                                  
                                  
                                  486.0
                                  %




Pro forma
agent commissions were $7.0 million for the three months ended March 31, 2009, a
decrease of 32.8% from $10.4 million for the three months ended March 31,
2008.  Pro forma agent commissions as a percentage of net
transportation revenue declined to 65.0% for three months ended March 31, 2009
compared to 72.3% for the comparable prior year period as a result of the
introduction of Company owned operations in Detroit and Newark NJ as well as
three Company owned stores within the Adcom network where operations were not
subject to agent commissions.


26





Pro forma
personnel costs were roughly unchanged at $1.8 million for the three months
ended March 31, 2009 and the three months ended March 31, 2008. Pro forma
personnel costs as a percentage of net transportation revenue increased to 17.0%
for three months ended March 31, 2009 from 12.3% for three months ended March
31, 2008 primarily as a result of increased personnel costs associated with new
Company owned stores.





Pro forma
other selling, general and administrative costs were $1.2 million for the three
months ended March 31, 2009, a decrease of 26.7% from $1.6 million for the three
months ended March 31, 2008.  As a percentage of net transportation
revenue, pro forma other selling, general and administrative costs decreased to
11.1% for three months ended March 31, 2009 from 11.3% for the comparable prior
year period.





Pro forma
depreciation and amortization costs were approximately $479,000 and $273,000 for
the three months ended March 31, 2009 and 2008, respectively.  Pro
forma depreciation and amortization as a percentage of net transportation
revenue increased to 4.5% for the three months ended March 31, 2009 from 1.9%
for the comparable prior year period.





Pro forma
income from operations was $272,000 for the three months ended March 31, 2009
compared to income from operations of $307,000 for the three months ended March
31, 2008.





During
the three months ended March 31, 2009, in connection with the final earn-out
payment due in connection with Airgroup transaction, the former Airgroup
shareholders agreed to receive cash on an accelerated basis in lieu of a
stock-based payment due in October of 2009. The effect of this transaction was
to recognize a reduction in the goodwill impairment initially record in December
of 2008.


Pro forma
other loss was $84,000 for the three months ended March 31, 2009 compared to
other loss of $235,000 for the three months ended March 31, 2008.





Pro forma
net income was $293,000 for the three months ended March 31, 2009, compared to
pro forma net income of $50,000 for the three months ended March 31,
2008.




For
the nine months ended March 31, 2009 (actual and unaudited) and March 31, 2008
(actual and  unaudited)




We
generated transportation revenue of $104.6 million and $74.4 million and net
transportation revenue of $35.4 million and $26.3 million for the nine months
ended March 31, 2009 and 2008, respectively.  Net loss was $9,672,000
for the nine months ended March 31, 2009 compared to net income of $1,499,000
for the nine months ended March 31, 2008.





We had
adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)
of $2,934,000 and $1,416,000 for the nine months ended March 31, 2009 and 2008,
respectively. EBITDA, is a non-GAAP measure of income and does not include the
effects of interest and taxes, and excludes the “non-cash” effects of
depreciation and amortization on current 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 property, plant and
equipment, and all amortization charges, including amortization of leasehold
improvements and other intangible assets. We then further adjust EBITDA to
exclude extraordinary items and costs related to share based compensation
expenses, goodwill impairment charges and other non-cash charges consistent with
the financial covenants of our credit facility. As explained above, we believe
that EBITDA is useful to us and to our investors in evaluating and measuring our
financial performance, liquidity and compliance with the covenants contained in
our credit facility.  While management considers EBITDA and adjusted
EBITDA useful in analyzing our results, it is not intended to replace any
presentation included in our consolidated financial statements.  Set
forth below is a reconciliation of EBITDA and adjusted EBITDA to net income, the
most directly comparable GAAP measure for the nine months ended March 31, 2009
and 2008.




27




Nine months ended March 31,
                  
                  
                  Change2009
                  
                  
                  2008
                  
                  
                  Amount
                  
                  
                  PercentNet
      income (loss)
                  
                  $
                  (9,672
                  )
                  
                  $
                  1,499
                  
                  
                  $
                  (11,171
                  )
                  
                  
                  (745.2
                  )%Income
      tax expense (benefit)
                  
                  
                  (167
                  )
                  
                  
                  772
                  
                  
                  
                  (939
                  )
                  
                  
                  (121.6
                  )%Interest
      expense – net
                  
                  
                  157
                  
                  
                  
                  98
                  
                  
                  
                  59
                  
                  
                  
                  60.2
                  %Depreciation
      and amortization
                  
                  
                  1,267
                  
                  
                  
                  721
                  
                  
                  
                  546
                  
                  
                  
                  75.7
                  %EBITDA
      (Earnings before interest, taxes, depreciation and
      amortization)
                  
                  $
                  (8,415
                  )
                  
                  $
                  3,090
                  
                  
                  $
                  (11,505
                  )
                  
                  
                  (372.3
                  )%Share
      based compensation and other non-cash costs
                  
                  
                  136
                  
                  
                  
                  244
                  
                  
                  
                  (108
                  )
                  
                  
                  (44.3
                  )%Change
      in estimate of liabilities assumed in Airgroup acquisition
                  
                  
                  —
                  
                  
                  
                  (1,431
                  )
                  
                  
                  1,431
                  
                  
                  
                  (100
                  )%Tax
      indemnity
                  
                  
                  —
                  
                  
                  
                  (487
                  )
                  
                  
                  487
                  
                  
                  
                  (100
                  )%Goodwill
      impairment
                  
                  
                  11,213
                  
                  
                  
                  —
                  
                  
                  
                  11,213
                  
                  
                  NMAdjusted
      EBITDA
                  
                  $
                  2,934
                  
                  
                  $
                  1,416
                  
                  
                  $
                  1,518
                  
                  
                  
                  107.2
                  %





The
following table summarizes March 31, 2009 (actual and unaudited) and March 31,
2008 (actual and unaudited) transportation revenue, cost of transportation and
net transportation revenue (in thousands):




Nine
      months ended March 31,
                                
                                
                                Change2009
                                
                                
                                2008
                                
                                
                                Amount
                                
                                
                                PercentTransportation
      revenue
                                
                                $
                                104,627
                                
                                
                                $
                                74,431
                                
                                
                                $
                                30,196
                                
                                
                                
                                40.6
                                %Cost
      of transportation
                                
                                
                                69,207
                                
                                
                                
                                48,093
                                
                                
                                
                                21,114
                                
                                
                                
                                43.9
                                %Net
      transportation revenue
                                
                                $
                                35,420
                                
                                
                                $
                                26,338
                                
                                
                                $
                                9,082
                                
                                
                                
                                34.5
                                %Net
      transportation margins
                                
                                
                                33.9
                                %
                                
                                
                                35.4
                                %





Transportation
revenue was $104.6 million for the nine months ended March 31, 2009, an increase
of 40.6% over transportation revenue of $74.4 million for the nine months ended
March 31, 2008.  Domestic transportation revenue increased by 21.0% to
$56.7 million for the nine months ended March 31, 2009 from $46.9 million for
the nine months ended March 31, 2008.  The increase was primarily due
to additional domestic revenues associated with the Adcom acquisition. Excluding
the Adcom acquisition, domestic revenues for the nine months ended March 31,
2009 would have decreased by 6.1% to $53.2 million from $56.7 million for the
nine months ended March 31, 2009.  International transportation
revenue increased by 74.0% to $47.9 million for the nine months ended March 31,
2009 from $27.5 million for the comparable prior year period, mainly attributed
to increased international revenues and the inclusion of international revenues
associated with the Adcom acquisition. Excluding the Adcom acquisition,
international revenue for the nine months ended March 31, 2009 would have
decreased by 6% to $45 million from $47.9 million for the nine months ended
March 31, 2009.





Cost of
transportation increased to $69.2 million for the nine months ended March 31,
2009 compared to $48.1 million for the nine months ended March 31, 2008 as a
result of additional revenues associated with the Adcom
transaction.





Net
transportation margins decreased to 33.9% of transportation revenue for the nine
months ended March 31, 2009 as compared to 35.4% of transportation revenue for
the nine months ended March 31, 2008.  The net transportation margins
decreased in the current period due to the acquisition of Adcom which has a
higher percentage of international sales which generally have lower
margins.


28


The
following table compares certain March 31, 2009 (unaudited) and March 31, 2008
(unaudited) condensed consolidated statement of income data as a percentage of
our net transportation revenue (in thousands):





Nine months ended March 31,2009
                                  
                                  
                                  2008
                                  
                                  
                                  ChangeAmount
                                  
                                  
                                  Percent
                                  
                                  
                                  Amount
                                  
                                  
                                  Percent
                                  
                                  
                                  Amount
                                  
                                  
                                  PercentNet
      transportation revenue
                                  
                                  $
                                  35,420
                                  
                                  
                                  
                                  100.0
                                  %
                                  
                                  $
                                  26,338
                                  
                                  
                                  
                                  100.0
                                  %
                                  
                                  $
                                  9,082
                                  
                                  
                                  
                                  34.5
                                  %Agent
      commissions
                                  
                                  
                                  23,535
                                  
                                  
                                  
                                  66.5
                                  %
                                  
                                  
                                  18,617
                                  
                                  
                                  
                                  70.7
                                  %
                                  
                                  
                                  4,918
                                  
                                  
                                  
                                  26.4
                                  %Personnel
      costs
                                  
                                  
                                  5,548
                                  
                                  
                                  
                                  15.7
                                  %
                                  
                                  
                                  3,837
                                  
                                  
                                  
                                  14.6
                                  %
                                  
                                  
                                  1,711
                                  
                                  
                                  
                                  44.6
                                  %Other
      selling, general and administrative
                                  
                                  
                                  3,310
                                  
                                  
                                  
                                  9.3
                                  %
                                  
                                  
                                  2,704
                                  
                                  
                                  
                                  10.3
                                  %
                                  
                                  
                                  606
                                  
                                  
                                  
                                  22.4
                                  %Depreciation
      and amortization
                                  
                                  
                                  1,267
                                  
                                  
                                  
                                  3.6
                                  %
                                  
                                  
                                  720
                                  
                                  
                                  
                                  2.7
                                  %
                                  
                                  
                                  547
                                  
                                  
                                  
                                  76.0
                                  %Restructuring
      charge
                                  
                                  
                                  220
                                  
                                  
                                  
                                  0.6
                                  %
                                  
                                  
                                  —
                                  
                                  
                                  
                                  0.0
                                  %
                                  
                                  
                                  220
                                  
                                  
                                  NMTotal
      operating costs
                                  
                                  
                                  33,880
                                  
                                  
                                  
                                  95.7
                                  %
                                  
                                  
                                  25,878
                                  
                                  
                                  
                                  98.3
                                  %
                                  
                                  
                                  8,002
                                  
                                  
                                  
                                  30.9
                                  %Income
      from operations
                                  
                                  
                                  1,540
                                  
                                  
                                  
                                  4.3
                                  %
                                  
                                  
                                  460
                                  
                                  
                                  
                                  1.8
                                  %
                                  
                                  
                                  1,080
                                  
                                  
                                  
                                  234.8
                                  %Goodwill
      impairment
                                  
                                  
                                  (11,213
                                  )
                                  
                                  
                                  (31.7
                                  )%
                                  
                                  
                                  —
                                  
                                  
                                  
                                  0.0
                                  %
                                  
                                  
                                  (11,213
                                  )
                                  
                                  NMChange
      in estimate of liabilities assumed in Airgroup acquisition
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  1,416
                                  
                                  
                                  
                                  5.4
                                  %
                                  
                                  
                                  (1,416
                                  )
                                  
                                  
                                  (100
                                  )%Tax
      Indemnity
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  487
                                  
                                  
                                  
                                  1.8
                                  %
                                  
                                  
                                  (487
                                  )
                                  
                                  
                                  (100
                                  )%Other
      Income (expense)
                                  
                                  
                                  (146
                                  )
                                  
                                  
                                  (4.1
                                  )%
                                  
                                  
                                  (137
                                  )
                                  
                                  
                                  (5.2
                                  )%
                                  
                                  
                                  (9
                                  )
                                  
                                  
                                  6.6
                                  %Income
      (loss) before income taxes andminority
      interest
                                  
                                  
                                  (9,819
                                  )
                                  
                                  
                                  (27.7
                                  )%
                                  
                                  
                                  2,226
                                  
                                  
                                  
                                  8.5
                                  %
                                  
                                  
                                  (12,045
                                  )
                                  
                                  
                                  (541.1
                                  )%Income
      tax (expense) benefit
                                  
                                  
                                  167
                                  
                                  
                                  
                                  .5
                                  %
                                  
                                  
                                  (772
                                  )
                                  
                                  
                                  (2.9
                                  )%
                                  
                                  
                                  (939
                                  )
                                  
                                  
                                  (121.6
                                  )%Income
      (loss) before minority interest
                                  
                                  
                                  (9,652
                                  )
                                  
                                  
                                  (27.3
                                  )%
                                  
                                  
                                  1,454
                                  
                                  
                                  
                                  5.5
                                  %
                                  
                                  
                                  (11,106
                                  )
                                  
                                  
                                  (763.8
                                  )%Minority
      interest
                                  
                                  
                                  (20
                                  )
                                  
                                  
                                  (0.1
                                  )%
                                  
                                  
                                  45
                                  
                                  
                                  
                                  0.2
                                  %
                                  
                                  
                                  65
                                  
                                  
                                  
                                  (144.4
                                  )%Net
      income (loss)
                                  
                                  
                                  (9,672
                                  )
                                  
                                  
                                  (27.3
                                  )%
                                  
                                  $
                                  1,499
                                  
                                  
                                  
                                  5.7
                                  %
                                  
                                  
                                  (11,171
                                  )
                                  
                                  
                                  (745.2
                                  )%




Agent
commissions were $23.5 million for the nine months ended March 31, 2009, an
increase of 26.4% from $18.6 million for the nine months ended March 31,
2008.  Agent commissions as a percentage of net transportation revenue
decreased to 66.4% for the nine months ended March 31, 2009 from 70.7% for the
comparable prior year period as a result of the introduction of Company owned
operations in Detroit and Newark, NJ as well as three Company owned stores
within the Adcom network where operations were not subject to agent
commissions.





Personnel
costs were $5.5 million for the nine months ended March 31, 2009, an increase of
44.6% from $3.8 million for the nine months ended March 31,
2008.  Personnel costs as a percentage of net transportation revenue
increased to 15.7% for the nine months ended March 31, 2009 from 14.6% for the
comparable prior year period primarily as a result of increased personnel costs
associated with new Company owned stores and the increased head count associated
with the Adcom transaction.





Other
selling, general and administrative costs were $3.3 million for the nine months
ended March 31, 2009, an increase of 22.4% from $2.7 million for the nine months
ended March 31, 2008, relating primarily to the increase in Company owned
stations and the acquisition of Adcom. As a percentage of net transportation
revenue, other selling, general and administrative costs decreased slightly to
9.3% for the nine months ended March 31, 2009 from 10.3% for the comparable
prior year period.





Depreciation
and amortization costs were approximately $1,267,000 and $720,000 for the nine
months ended March 31, 2009 and 2008, respectively.  Depreciation and
amortization as a percentage of net transportation revenue increased to 3.6% for
the nine months ended March 31, 2009 from 2.7% for the comparable prior year
period, primarily due to increased amortization costs associated with the Adcom
transaction.


29





Restructuring
costs incurred in the nine months ended March 31, 2009 were $220,000 as a result
of the Adcom acquisition and relate to the elimination of redundant
international personnel and facilities costs.  These restructuring
charges will be paid out over a one year period.  There were no
similar costs for the comparable prior year.





Income
from operations was $1,539,000 for the nine months ended March 31, 2009 compared
to income from operations of  $460,000 for the nine months ended March
31, 2008.





For the
nine months ending March 31, 2009 the Company recorded a net impairment charge
to goodwill in the amount of $11,213,000.  For the nine months ending
March 31, 2008, the Company recorded a $1.4 million change in estimate of the
liabilities assumed in the acquisition of Airgroup combined with an additional
$487,000 in income recognized as a result of the related tax
indemnity.





Other
expense was $146,000 for the nine months ended March 31, 2009 compared to other
expense of $137,000 for the nine months ended March 31, 2008.





Net loss
was $9,672,000 for the nine months ended March 31, 2009, compared to net income
of $1,499,000 for the nine months ended March 31, 2008.




Supplemental
Pro forma Information





The
following table provides a reconciliation of March 31, 2009 (pro forma and
unaudited) and March  31, 2008 (pro forma and unaudited) adjusted
EBITDA to net income, the most directly comparable GAAP measure in accordance
with SEC Regulation G (in thousands):





Nine months ended March 31,
                  
                  
                  Change2009
                  
                  
                  2008
                  
                  
                  Amount
                  
                  
                  PercentNet
      income (loss)
                  
                  $
                  (9,791
                  )
                  
                  $
                  1,338
                  
                  
                  $
                  (11,129
                  )
                  
                  
                  (831.8
                  )%Income
      tax expense (benefit)
                  
                  
                  (159
                  )
                  
                  
                  776
                  
                  
                  
                  (935
                  )
                  
                  
                  (120.5
                  )%Interest
      expense – net
                  
                  
                  230
                  
                  
                  
                  227
                  
                  
                  
                  3
                  
                  
                  
                  1.3
                  %Depreciation
      and amortization
                  
                  
                  1,300
                  
                  
                  
                  825
                  
                  
                  
                  475
                  
                  
                  
                  57.6
                  %EBITDA
      (Earnings before interest, taxes, depreciation and
      amortization)
                  
                  $
                  (8,420
                  )
                  
                  $
                  3,166
                  
                  
                  $
                  (11,586
                  )
                  
                  
                  (366.0
                  )%Share
      based compensation and other non-cash costs
                  
                  
                  136
                  
                  
                  
                  244
                  
                  
                  
                  (108
                  )
                  
                  
                  (44.3
                  )%Change
      in estimate of liabilities assumed in Airgroup acquisition
                  
                  
                  —
                  
                  
                  
                  (1,431
                  )
                  
                  
                  1,431
                  
                  
                  
                  (100
                  )%Tax
      Indemnity
                  
                  
                  —
                  
                  
                  
                  (487
                  )
                  
                  
                  487
                  
                  
                  
                  (100
                  )%Goodwill
      impairment
                  
                  
                  11,213
                  
                  
                  
                  —
                  
                  
                  
                  11,213
                  
                  
                  NMAdjusted
      EBITDA
                  
                  $
                  2,929
                  
                  
                  $
                  1,492
                  
                  
                  $
                  1,437
                  
                  
                  
                  96.3
                  %





30




The
following table summarizes March 31, 2009 (pro forma and unaudited) and March
31, 2008 (pro forma and unaudited) transportation revenue, cost of
transportation and net transportation revenue (in thousands):




Nine months ended March 31,
                
                
                Change2009
                
                
                2008
                
                
                Amount
                
                
                PercentTransportation
      revenue
                
                $
                116,771
                
                
                $
                118,525
                
                
                $
                (1,754
                )
                
                
                (1.5
                )%Cost
      of transportation
                
                
                77,547
                
                
                
                76,393
                
                
                
                1,154
                
                
                
                1.5
                %Net
      transportation revenue
                
                $
                39,244
                
                
                $
                42,132
                
                
                $
                2,908
                
                
                
                (6.9
                )%Net
      transportation margins
                
                
                33.6
                %
                
                
                35.5
                %





Pro forma
transportation revenue was $116.8 million for the nine months ended March 31,
2009, a decrease of 1.5% from pro forma transportation revenue of $118.5 million
for the nine months ended March 31, 2008.





Pro forma
cost of transportation increased to $77.6 million for the nine months ended
March 31, 2009, an increase of 1.5% over pro forma costs of transportation of
$76.4 million for the nine months ended March 31, 2008.





Pro forma
net transportation margins decreased to 33.6% for the nine months ended March
31, 2009 compared to pro forma transportation margins of 35.5% for the nine
months ended March 31, 2008.  The net transportation margins decreased
in the current nine-month period due to the acquisition of Adcom, which has a
higher percentage of international sales which generally have lower
margins.





The
following table compares certain March 31, 2009 (pro forma and unaudited) and
March 31, 2008 (pro forma and unaudited) condensed consolidated statement of
income data as a percentage of our net transportation revenue (in
thousands):





Nine months ended March 31,2009
                                      
                                      
                                      2008
                                      
                                      
                                      ChangeAmount
                                      
                                      
                                      Percent
                                      
                                      
                                      Amount
                                      
                                      
                                      Percent
                                      
                                      
                                      Amount
                                      
                                      
                                      PercentNet
      transportation revenue
                                      
                                      $
                                      39,224
                                      
                                      
                                      
                                      100
                                      %
                                      
                                      $
                                      42,132
                                      
                                      
                                      
                                      100.0
                                      %
                                      
                                      $
                                      (2,908
                                      )
                                      
                                      
                                      (6.9
                                      )%Agent
      commissions
                                      
                                      
                                      26,507
                                      
                                      
                                      
                                      67.6
                                      %
                                      
                                      
                                      30,687
                                      
                                      
                                      
                                      72.8
                                      %
                                      
                                      
                                      (4,180
                                      )
                                      
                                      
                                      (13.6
                                      )%Personnel
      costs
                                      
                                      
                                      5,995
                                      
                                      
                                      
                                      15.3
                                      %
                                      
                                      
                                      5,841
                                      
                                      
                                      
                                      13.9
                                      %
                                      
                                      
                                      154
                                      
                                      
                                      
                                      2.6
                                      %Other
      selling, general and administrative
                                      
                                      
                                      3,670
                                      
                                      
                                      
                                      9.4
                                      %
                                      
                                      
                                      3,868
                                      
                                      
                                      
                                      9.2
                                      %
                                      
                                      
                                      (198
                                      )
                                      
                                      
                                      (5.1
                                      )%Depreciation
      and amortization
                                      
                                      
                                      1,300
                                      
                                      
                                      
                                      3.3
                                      %
                                      
                                      
                                      825
                                      
                                      
                                      
                                      2.0
                                      %
                                      
                                      
                                      475
                                      
                                      
                                      
                                      57.6
                                      %Restructuring
      charge
                                      
                                      
                                      220
                                      
                                      
                                      
                                      0.6
                                      %
                                      
                                      
                                      —
                                      
                                      
                                      
                                      0.0
                                      %
                                      
                                      
                                      220
                                      
                                      
                                      NMTotal
      operating costs
                                      
                                      
                                      37,692
                                      
                                      
                                      
                                      95.5
                                      %
                                      
                                      
                                      41,221
                                      
                                      
                                      
                                      97.8
                                      %
                                      
                                      
                                      (3,529
                                      )
                                      
                                      
                                      (8.6
                                      )%Income
      from operations
                                      
                                      
                                      1,532
                                      
                                      
                                      
                                      3.9
                                      %
                                      
                                      
                                      911
                                      
                                      
                                      
                                      2.2
                                      %
                                      
                                      
                                      621
                                      
                                      
                                      
                                      68.2
                                      %Goodwill
      impairment
                                      
                                      
                                      (11,213
                                      )
                                      
                                      
                                      (28.6
                                      )%
                                      
                                      
                                      —
                                      
                                      
                                      
                                      0.00
                                      %
                                      
                                      
                                      (11,213
                                      )
                                      
                                      NMChange
      in estimate of liabilities assumed in Airgroup acquisition
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      1,416
                                      
                                      
                                      
                                      3.4
                                      %
                                      
                                      
                                      (1,416
                                      )
                                      
                                      NMTax
      Indemnity
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      417
                                      
                                      
                                      
                                      1.0
                                      %
                                      
                                      
                                      (417
                                      )
                                      
                                      NMOther
      income (expense)
                                      
                                      
                                      (249
                                      )
                                      
                                      
                                      6.3
                                      %
                                      
                                      
                                      (675
                                      )
                                      
                                      
                                      (1.6
                                      )%
                                      
                                      
                                      426
                                      
                                      
                                      
                                      (63.1
                                      )%Income
      (loss) before income taxes and  minority
interest
                                      
                                      
                                      (9,930
                                      )
                                      
                                      
                                      (25.3
                                      )%
                                      
                                      
                                      2,069
                                      
                                      
                                      
                                      4.9
                                      %
                                      
                                      
                                      (11,999
                                      )
                                      
                                      
                                      (579.9
                                      )%Income
      tax (expense) benefit
                                      
                                      
                                      159
                                      
                                      
                                      
                                      (0.4
                                      )%
                                      
                                      
                                      (776
                                      )
                                      
                                      
                                      (1.8
                                      )%
                                      
                                      
                                      935
                                      
                                      
                                      
                                      (120.5
                                      )%Income
      (loss) before minority interest
                                      
                                      
                                      (9,771
                                      )
                                      
                                      
                                      (24.9
                                      )%
                                      
                                      
                                      1,293
                                      
                                      
                                      
                                      3.1
                                      %
                                      
                                      
                                      (11,064
                                      )
                                      
                                      
                                      (855.7
                                      )%Minority
      interest
                                      
                                      
                                      20
                                      
                                      
                                      
                                      0.1
                                      %
                                      
                                      
                                      (45
                                      )
                                      
                                      
                                      (0.1
                                      )%
                                      
                                      
                                      65
                                      
                                      
                                      
                                      (144.4
                                      )%Net  income
      (loss)
                                      
                                      $
                                      (9,791
                                      )
                                      
                                      
                                      (25.0
                                      )%
                                      
                                      $
                                      1,338
                                      
                                      
                                      
                                      3.2
                                      %
                                      
                                      $
                                      (11,129
                                      )
                                      
                                      
                                      (831.8
                                      )%


31




Pro forma
agent commissions were $26.5 million for the nine months ended March 31, 2009, a
decrease of 13.6% from $30.7 million for the nine months ended March 31,
2008.  Pro forma agent commissions as a percentage of net
transportation revenue decreased to 67.6% of net transportation revenue the for
nine months ended March 31, 2009 compared to 72.8% for the comparable prior year
period as a result of the introduction of Company owned operations in Detroit
and Newark NJ as well as six Company owned stores within the Adcom network where
operations were not subject to agent commissions.





Pro forma
personnel costs were $6.0 million for the nine months ended March 31, 2009, an
increase of 2.6% from $5.8 million for the nine months ended March 31,
2008.  Pro forma personnel costs as a percentage of net transportation
revenue were 15.3%, an increase from 13.9% for the comparable prior year
period.





Pro forma
other selling, general and administrative costs were $3,670,000 for the nine
months ended March 31, 2009, a decrease of 5.1% from $3,868,000 for the nine
months ended March 31, 2008.  As a percentage of net transportation
revenue, pro forma other selling, general and administrative costs increased to
9.4% for the nine months ended March 31, 2009 from 9.2% for the comparable prior
year period.





Pro forma
depreciation and amortization costs were approximately $1,300,000 and $825,000
for the nine months ended March 31, 2009 and 2008, respectively.  Pro
forma depreciation and amortization as a percentage of net transportation
revenue increased to 3.3% for the nine months ended March 31, 2009 from 2.0% for
the comparable prior year period.





Pro forma
restructuring cost incurred in the nine months ended March 31, 2009 were
$220,000 as a result of the Adcom acquisition and relate to the elimination of
redundant international personnel and facilities costs.  These
restructuring charges will be paid out over a one year period.  There
were no similar costs for the comparable prior year.





Pro forma
income from operations was $1,532,000 for the nine months ended March 31, 2009
compared to income from operations of $911,000 for the nine months ended March
31, 2008.





For the
nine months ended March 31, 2009 the Company recorded a net impairment charge to
goodwill in the amount of $11,213,000.  For the nine months ending
March 31, 2008, the Company recorded a $1.4 million change in estimate of the
liabilities assumed in the acquisition of Airgroup combined with an additional
$487,000 in income recognized as a result of the related tax
indemnity.





Pro forma
other expense was $249,000 for the nine months ended March 31, 2009 compared to
other expense of  $675,000 for the nine months ended March 31,
2008.





Pro forma
net loss was $9,791,000 for the nine months ended March 31, 2009, compared to
net income $1,338,000 for the nine months ended March 31, 2008.


Liquidity
and Capital Resources
 
 Net cash
provided by operating activities for the nine months ended March 31, 2009 was
$2,320,000 compared to net cash provided by operating activities for the nine
months ended March 31, 2008 of $888,000.  The change was principally
driven by growth from the Adcom acquisition resulting in an increase in working
capital.
 
 Net cash
used for investing activities was $5,611,000 for the nine months ended
March 31, 2009 compared to net cash used of $2,660,000 for the nine months ended
March 31, 2008.  Use of cash for the nine months ended March 31, 2009
consisted primarily of approximately $4.8 million for the acquisition of Adcom,
$557,000 paid  to the former Airgroup shareholders for earn-outs and
$216,000 spent on technology and equipment.  Use of cash for the nine
months ended March 31, 2008 consisted primarily of $1.9 million for the
acquisition of automotive assets, $500,000 paid to the former Airgroup
shareholders for earn-outs and an additional $235,000 spent on technology and
equipment.
 
 Net cash
provided by financing activities for the nine months ended March 31, 2009 was
$3,414,000 compared to net cash provided by financing activities of $1,332,000
for the nine months ended March 31, 2008.  Net cash provided by
financing activities for the nine months ended March 31, 2009, consisted
primarily of borrowings from our credit facility for the acquisition of Adcom
and additional borrowings to support working capital requirements driven by the
growth of the business.  Net cash provided by financing activities for
the nine months ended March 31, 2008, consisted primarily of borrowings from our
credit facility.
 32
  Acquisitions





Below are
descriptions of material acquisitions made since 2006 including a breakdown of
consideration paid at closing and future potential earn-out
payments.  We define “material acquisitions” as those with aggregate
potential consideration of $1.0 million or more.





Effective
January 1, 2006, we acquired all of the outstanding stock of
Airgroup.  The transaction was valued at up to $14.0 million
consisting of: (i) $9.5 million payable in cash at closing; (ii) a subsequent
cash payment of $0.5 million in cash which was paid on December 31, 2007; (iii)
as amended, an additional base payment of $0.6 million payable in cash, $300,000
of which was paid on June 30, 2008 and $300,000 was paid on January 1, 2009;
(iv) a base earn-out payment of $1.9 million payable in Company common stock
over a six-year earn-out period based upon Airgroup achieving income from
continuing operations of not less than $2.5 million per year and (v) as
additional incentive to achieve future earnings growth, an opportunity to earn
up to an additional $1.5 million payable in Company common stock at the end of a
five-year earn-out period (the “Tier-2 Earn-Out”). Under Airgroup’s Tier-2
Earn-Out, the former shareholders of Airgroup are entitled to receive 50% of the
cumulative income from continuing operations in excess of $15,000,000 generated
during the five-year earn-out period up to a maximum of
$1,500,000.  With respect to the base earn-out payment of $1.9
million, in the event there is a shortfall in income from continuing operations,
the earn-out payment will be reduced on a dollar-for-dollar basis to the extent
of the shortfall.  Shortfalls may be carried over or carried back to
the extent that income from continuing operations in any other payout year
exceeds the $2.5 million level.  For the year ended June 30, 2007, the
former shareholders of Airgroup earned $214,000 in base earn-out
payments.  For the year ended June 30, 2008, the former shareholders
of Airgroup earned and additional $417,000 in base earn-out
payments.




During
the quarter ended December 31, 2007, we adjusted the estimate of accrued
transportation costs assumed in the acquisition of Airgroup which resulted in
the recognition of approximately $1.4 million in non-recurring
income.  Pursuant to the acquisition agreement, the former
shareholders of Airgroup have indemnified us for taxes of $487,000 associated
with the income recognized in connection with this change in estimate which has
been reflected as a reduction of the additional base payment otherwise payable
to the former shareholders of Airgroup.





In
November 2008, we amended the Airgroup Stock Purchase Agreement and agreed to
unconditionally pay the former Airgroup shareholders an earn-out payment of
$633,333 for the earn-out period ending June 30, 2009 to be paid on or about
October 1, 2009 by delivery of shares of common stock of the
Company.  In consideration for the certainty of the earn-out payment,
the former Airgroup shareholders  agreed (i) to waive and release us
from any and all further obligations to pay any earn-outs payments on account of
shortfall amounts, if any, that may have accumulated prior to June 30,
2009; (ii) to waive and release us from any and all further obligation to
account for and pay to the Tier-2 earn-out payment; and (iii) that the earn-out
payment to be paid for the earn-out period ending June 30, 2009 would constitute
a full and final payment to the former Airgroup shareholders of any and all
amounts due to the former Airgroup shareholders under the Airgroup Stock
Purchase Agreement. In March of 2009, Airgroup shareholders agreed to receive
$443,333 in cash on an accelerated basis rather than the $633,333 in Company
shares due in October of 2009.


In May
2007, we launched a new logistics service offering focused on the automotive
industry through our wholly owned subsidiary, Radiant Logistics Global Services,
Inc. (“RLGS”).  We entered into an Asset Purchase Agreement (the
“APA”) with Mass Financial Corporation (“Mass”) to acquire certain assets
formerly used in the operations of the automotive division of Stonepath Group,
Inc. (the “Purchased Assets”).  Pursuant to the initial APA, the
original agreement of the transaction was valued at up to $2.75 million, and was
later reduced due to indemnity claims asserted against Mass.





In
November 2007,the
purchase price was reduced to $1.56 million, consisting of cash of $560,000 and
a $1.0 million credit in satisfaction of indemnity claims asserted by us arising
from our interim operation of the Purchased Assets since May 22, 2007. Of the
cash component, $100,000 was paid in May of 2007, $265,000 was paid at closing,
and a final payment of $195,000 was to be paid in November of 2008, subject to
off-set of up to $75,000 for certain qualifying expenses incurred by
us.  Net of qualifying expenses and a discount for accelerated
payment, the final payment was reduced to $95,000 and paid in June of
2008.  For more information, see Note 3 to our consolidated financial
statement included elsewhere herein.


33





Effective
September 1, 2008, we acquired all of the outstanding stock of Adcom Express,
Inc.  The transaction was valued at up to $11,050,000, consisting of:
(i) $4,750,000.00 in cash paid at the closing; (ii) $250,000 in cash payable
shortly after the closing, subject to adjustment, based upon the working capital
of Adcom as of August 31, 2008; (iii) up to $2,800,000 in four “Tier-1 Earn-Out
Payments” of up to $700,000 each, covering the four year earn-out period through
June 30, 2012, based upon Adcom achieving certain levels of “Gross Profit
Contribution” (as defined in the agreement), payable 50% in cash and 50% in
shares of our common stock (valued at delivery date); (iv) a “Tier-2 Earn-Out
Payment” of up to a maximum of $2,000,000, equal to 20% of the amount by which
the Adcom cumulative Gross Profit Contribution exceeds $16,560,000 during the
four year earn-out period; and (v) an “Integration Payment” of $1,250,000
payable on the earlier of the date certain integration targets are achieved or
18 months after the closing, payable 50% in cash and 50% in our shares of our
common stock (valued at delivery date).





A dispute
has arisen between us and Robert Friedman, the former shareholder of Adcom
regarding, among other things, the final purchase price based upon the closing
date working capital, as adjusted, of Adcom. Mr. Friedman has filed an
arbitration claim against us.  See “Part II Item 1 – Legal
Proceedings” below for a more complete description.  We have fully
accrued for all amounts potentially due Mr. Friedman in connection with the
stock purchase agreement, but believe these amounts could be reduced by more
than $630,000 pending the resolution of the disputed amounts in our
favor.  Due to the initial stage of the proceedings, we are not
able to provide any definitive guidance on the likely outcome of
this matter.  Assuming minimum targeted earnings levels are
achieved, the following table summarizes our contingent base earn-out payments
related to the acquisition of Adcom, for the fiscal years indicated based on
results of the prior year (in thousands):





Estimated
      payment anticipated for fiscal year:
                2010
                
                2011
                
                2012
                
                2013Earn-out
      period:
                9/1/2008
      –
                  6/30/2009
                
                7/1/2009
      –
                  6/30/2010
                
                7/1/2010
      –
                  6/30/2011
                
                7/1/2011
      –
                  6/30/2012Earn-out
      payments:Cash
                
                $
                350
                
                
                $
                350
                
                
                $
                350
                
                
                $
                350Equity
                
                
                350
                
                
                
                350
                
                
                
                350
                
                
                
                350Total
      potential earn-out payments
                
                $
                700
                
                
                $
                700
                
                
                $
                700
                
                
                $
                700Total
      gross margin targets
                
                $
                3,600
                
                
                $
                4,320
                
                
                $
                4,320
                
                
                $
                4,320





(1)
            Earn-out
      payments are paid October 1 following each fiscal year
  end.





Credit
Facility





We
currently have a $15 million revolving credit facility (“Facility”) with Bank of
America, NA that expires in 2011. The Facility is collateralized by
accounts receivable and other assets of the Company and our
subsidiaries.  Advances under the Facility are available to fund
future acquisitions, capital expenditures or for other corporate purposes.
Borrowings under the facility bear interest, at our option, at the Bank’s prime
rate minus .15% to 1.00% or LIBOR plus 1.55% to 2.25%, and can be adjusted up or
down during the term of the Facility based on our performance relative to
certain financial covenants. The Facility provides for advances of up to 80% of
our eligible accounts receivable.





The terms
of the Facility are subject to certain financial and operational covenants which
may limit the amount otherwise available under the Facility.  The
first covenant limits funded debt to a multiple of 3.00 times our consolidated
EBITDA (as adjusted) measured on a rolling four quarter basis (or a multiple of
3.25 at a reduced advance rate of 75.0)%. The second financial covenant requires
that we maintain a basic fixed charge coverage ratio of at least 1.1 to 1.0. The
third financial covenant is a minimum profitability standard that requires that
we not incur a net loss before taxes, amortization of acquired intangibles and
extraordinary items in any two consecutive quarterly accounting
periods.


34




Under the
terms of the Facility, we are permitted to make additional acquisitions without
the lender's consent only if certain conditions are satisfied. The conditions
imposed by the Facility include the following: (i) the absence of an event of
default under the Facility, (ii) the company to be acquired must be in the
transportation and logistics industry, (iii) the purchase price to be paid must
be consistent with the our historical business and acquisition model, (iv) after
giving effect for the funding of the acquisition, we must have undrawn
availability of at least $1.0 million under the Facility, (v) the lender must be
reasonably satisfied with projected financial statements that we provide
covering a 12 month period following the acquisition, (vi) the acquisition
documents must be provided to the lender and must be consistent with the
description of the transaction provided to the lender, and (vii) the number of
permitted acquisitions is limited to six per calendar year and shall not exceed
$7.5 million in aggregate purchase price financed by funded debt. In the event
that we are not able to satisfy the conditions of the Facility in connection
with a proposed acquisition, we must either, forego the acquisition, obtain the
lender's consent, or retire the Facility. This may limit or slow our ability to
achieve the critical mass we may need to achieve our strategic
objectives.





Given our
continued focus on the build-out of our network of exclusive agency locations,
we believe that our current working capital and anticipated cash flow from
operations are adequate to fund existing operations. 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. In
this regard and in the course of executing our acquisition strategy, we expect
to pursue an additional equity offering within the next twelve
months.





We have
used a significant amount of our available capital to finance the acquisition of
Adcom.  We currently have approximately $2.3 million in remaining
availability under the Facility to support future acquisitions and our on-going
working capital requirements.  We expect to structure acquisitions
with certain amounts paid at closing, and the balance paid over a number of
years in the form of earn-out installments which are payable based upon the
future earnings of the acquired businesses payable in cash, stock or some
combination thereof.  As we continue to execute our acquisition
strategy, we will be required to make significant payments in the future if the
earn-out installments under our various acquisitions become due. While we
believe that a portion of any required cash payments will be generated by the
acquired businesses, we may have to secure additional sources of capital to fund
the remainder of any cash-based earn-out payments as they become due. This
presents us with certain business risks relative to the availability of capacity
under our 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.





Off
Balance Sheet Arrangements




As of
March 31, 2009, 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.





35




Critical
Accounting Policies


Accounting
policies, methods and estimates are an integral part of the consolidated
financial statements prepared by management and are based upon management's
current judgments. Those judgments are normally based on knowledge and
experience with regard to past and current events and assumptions about future
events. Certain accounting policies, methods and estimates are particularly
sensitive because of their significance to the financial statements and because
of the possibility that future events affecting them may differ from
management's current judgments. While there are a number of accounting policies,
methods and estimates that affect our financial statements, the areas that are
particularly significant include the assessment of the recoverability of
long-lived assets, specifically goodwill, acquired intangibles, and revenue
recognition.





We follow
the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142,
Goodwill and Other Intangible Assets. SFAS No. 142 requires an annual impairment
test for goodwill and intangible assets with indefinite lives. Under the
provisions of SFAS No. 142, the first step of the impairment test requires that
we determine the fair value of its reporting unit, and compare the fair value to
the reporting unit’s carrying amount. The Company has only one reporting
unit.  To the extent the reporting unit’s carrying amount exceeds its
fair value, an indication exists that the reporting unit’s goodwill may be
impaired and we must perform a second more detailed impairment assessment. The
second impairment assessment involves allocating the reporting unit’s fair value
to all of its recognized and unrecognized assets and liabilities in order to
determine the implied fair value of the reporting unit’s goodwill as of the
assessment date. The implied fair value of the reporting unit’s goodwill is then
compared to the carrying amount of goodwill to quantify an impairment charge as
of the assessment date. We perform our annual impairment test during our fiscal
fourth quarter unless events or circumstances indicate an impairment may have
occurred before that time.





During
the second quarter of fiscal 2009, the Company concluded that indicators of
potential impairment were present due to the sustained decline in the Company’s
share price which resulted in the market capitalization of the Company being
less than its book value.  The Company conducted an impairment test
during the second quarter of fiscal 2009 based on present facts and
circumstances at that time and its business strategy in light of existing
industry and economic conditions, as well as taking into consideration future
expectations. As the Company has significantly grown the business since its
initial acquisition of Airgroup, it has also grown its customer relationship
intangibles as the Company added additional stations.  Through its
impairment testing and review the Company concluded that its discounted cashflow
analysis supports a valuation of its identifiable intangible assets well in
excess of their carrying value.  Factoring this with management’s
assessment of the fair value of other assets and liabilities results in no
residual implied fair value remaining to be allocated to
goodwill.  However, SFAS 142 does not allow the Company to recognize
the previously unrecognized intangible assets in connection with these new
stations.  As a result, at December 31, 2008, the Company
recorded a non-cash goodwill impairment charge of $11.4 million. The
Company does not expect this non-cash charge to have any impact on the Company’s
compliance with the financial covenants in its credit agreement.





Acquired
intangibles consist of customer related intangibles and non-compete agreements
arising from our acquisition. Customer related intangibles will be amortized
using accelerated methods over approximately 5 years and non-compete agreements
will be amortized using the straight line method over a 5 year
period.





We follow
the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which establishes accounting standards for the impairment of
long-lived assets such as property, plant and equipment and intangible assets
subject to amortization. We review long-lived assets to be held-and-used for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable. If the sum of the
undiscounted expected future cash flows over the remaining useful life of a
long-lived asset is less than its carrying amount, the asset is considered to be
impaired. Impairment losses are measured as the amount by which the carrying
amount of the asset exceeds the fair value of the asset. When fair values are
not available, we estimated fair value using the expected future cash flows
discounted at a rate commensurate with the risks associated with the recovery of
the asset. Assets to be disposed of are reported at the lower of carrying amount
or fair value less costs to sell.





As a
non-asset based carrier, we do not own transportation assets. We generate the
major portion of our air and ocean freight revenues by purchasing transportation
services from direct (asset-based) carriers and reselling those services to our
customers. In accordance with Emerging Issues Task Force (“EITF”) 91-9 “Revenue
and Expense Recognition for Freight Services in Process”, revenue from freight
forwarding and export services is recognized at the time the freight is tendered
to the direct carrier at origin, and direct expenses associated with the cost of
transportation are accrued concurrently. These accrued purchased transportation
costs are estimates 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 to reflect differences between the original accruals and actual
costs of purchased transportation.


36





We
recognize revenue on a gross basis, in accordance with EITF 99-19, "Reporting
Revenue Gross versus Net", as a result of the following: We are the primary
obligor responsible for providing the service desired by the customer and are
responsible for fulfillment, including the acceptability of the service(s)
ordered or purchased by the customer. We, at our sole discretion, set the prices
charged to our customers, and are not required to obtain approval or consent
from any other party in establishing our prices.  We have multiple
suppliers for the services we sell to our customers, and have 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, we determine the nature, type,
characteristics, and specifications of the service(s) ordered by the customer.
We also assume credit risk for the amount billed to the customer.




Item
4T.            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 Securities Exchange
Act of 1934, as amended (the "Exchange Act") as of December 31, 2008 was carried
out by our management under the supervision and with the participation of our
Chief Executive Officer ("CEO") who also serves as our Chief Financial Officer
("CFO"). Based upon that evaluation, our CEO/CFO concluded that, as of March 31,
2009, our disclosure controls and procedures were not 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/CFO, as appropriate to allow timely decisions
regarding disclosure.
  In
connection with its review of our quarterly results for the period ended
December 31, 2008, our independent auditor identified a material adjustment that
was required to recognize an impairment to goodwill.  As a result, we
have concluded that there was a material weakness regarding our goodwill and
intangible assets impairment analysis process.  We continue to
evaluate how to effectively remediate this material weakness.  In this
regard, we continue to review our disclosure controls and procedures, including
our internal control over financial reporting, and intend to make changes aimed
at enhancing their effectiveness and to ensure that our systems evolve with our
business.
  There
were no changes to our internal control over financial reporting during the
fiscal quarter ended March 31, 2009 that materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.


PART
II. OTHER INFORMATION




Item
1.  Legal Proceedings.




From time
to time, our operating subsidiary, Radiant Global Logistics, Inc., is involved
in legal matters or named as a defendant in legal actions arising in its
ordinary course of business.  Management believes that these matters
will not have a material adverse effect on our financial
statements.





Friedman
Arbitration Claim





In
December of 2008, a dispute arose between the Company and Robert Freidman, the
former shareholder of Adcom regarding, among other things, the final purchase
price based upon the closing date working capital, as adjusted, of Adcom. In
addition to the working capital dispute the Company also asserted claims which
it believes constitute breaches of representations and warranties included in
the stock purchase agreement.  In response to the Company’s claims and
as provided in the stock purchase agreement, on or about February 19, 2009,
Robert Friedman, filed an arbitration claim against us with the American
Arbitration Association (“AAA”) in Minneapolis, MN alleging breach of the
securities purchase between the Company and Mr. Friedman.   Mr.
Friedman alleges that we have breached the agreement in connection with the
calculation and payment of the final purchase price and payment of certain other
post closing amounts.  Mr. Friedman is seeking payment of
approximately $1,000,000.  We have denied all claims and raised a
number of defenses, including set off rights based on breaches of certain
representations and warranties included in the stock purchase
agreement.  We have fully accrued for all amounts potentially due Mr.
Friedman in connection with the stock purchase agreement, but believe these
amounts could be reduced by more than $630,000 pending the resolution of the
disputed amounts in our favor.  Expedited discovery is proceeding and
we expect to vigorously defend all claims.


37





Item
6. Exhibits




Exhibit
                    No.
                  
                  Exhibit
                  
                  Method
      of
                    Filing31.1
                  
                  Certification
      by Principal Executive Officer and 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
      herewith32.1
                  
                  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
      herewith99.1
                  
                  Press
      Release dated May 15, 2009
                  
                  FiledHerewith


38


SIGNATURES





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




RADIANT
      LOGISTICS, INC.Date:
      May 15, 2009
              
              /s/ Bohn H. CrainBohn
      H. Crain
                Chief Executive Officer and Chief Financial Officer
                (Principle Accounting Officer)


39




EXHIBIT
INDEX




Exhibit
                  No.
                
                Exhibit31.1
                
                Certification
      by Principal Executive Officer and 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
      200232.1
                
                Certification
      by Principal Executive Officer/Principal Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200299.1
                
                Press
      Release dated May 15,
2009


40