Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RLGT | |
Entity Registrant Name | RADIANT LOGISTICS, INC. | |
Entity Central Index Key | 0001171155 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 50,119,474 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, $.001 Par Value | |
Security Exchange Name | NYSEAMER | |
Entity File Number | 001-35392 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3625550 | |
Entity Address, Address Line One | 405 114th Avenue S.E. | |
Entity Address, Address Line Two | Third Floor | |
Entity Address, City or Town | Bellevue | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98004 | |
City Area Code | 425 | |
Local Phone Number | 943-4599 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,215 | $ 34,841 |
Accounts receivable, net of allowance of $1,561 and $1,990, respectively | 110,991 | 71,838 |
Contract assets | 26,038 | 16,312 |
Income tax receivable | 0 | 780 |
Prepaid expenses and other current assets | 19,720 | 16,817 |
Total current assets | 160,964 | 140,588 |
Property, technology, and equipment, net | 21,918 | 18,712 |
Goodwill | 72,298 | 72,199 |
Intangible assets, net | 43,742 | 51,192 |
Operating lease right-of-use assets | 25,722 | 12,580 |
Deposits and other assets | 3,710 | 4,769 |
Total other long-term assets | 145,472 | 140,740 |
Total assets | 328,354 | 300,040 |
Current liabilities: | ||
Accounts payable | 84,597 | 65,003 |
Operating partner commissions payable | 12,294 | 9,131 |
Accrued expenses | 7,705 | 6,538 |
Income tax payable | 357 | 0 |
Current portion of notes payable | 4,316 | 3,800 |
Current portion of operating lease liability | 6,429 | 6,121 |
Current portion of finance lease liability | 739 | 688 |
Current portion of contingent consideration | 2,319 | 2,127 |
Other current liabilities | 424 | 308 |
Total current liabilities | 119,180 | 93,716 |
Notes payable, net of current portion | 24,766 | 48,091 |
Operating lease liability, net of current portion | 20,080 | 7,192 |
Finance lease liability, net of current portion | 1,988 | 2,476 |
Contingent consideration, net of current portion | 4,944 | 2,813 |
Deferred income taxes | 6,312 | 7,484 |
Other long-term liabilities | 61 | 93 |
Total long-term liabilities | 58,151 | 68,149 |
Total liabilities | 177,331 | 161,865 |
Stockholders' equity: | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 50,751,454 and 50,188,486 shares issued, and 50,118,607 and 49,555,639 shares outstanding, respectively | 32 | 32 |
Additional paid-in capital | 103,671 | 102,214 |
Treasury stock, at cost, 632,847 shares | (2,749) | (2,749) |
Retained earnings | 49,308 | 37,424 |
Accumulated other comprehensive income | 618 | 445 |
Total Radiant Logistics, Inc. stockholders’ equity | 150,880 | 137,366 |
Non-controlling interest | 143 | 809 |
Total equity | 151,023 | 138,175 |
Total liabilities and equity | $ 328,354 | $ 300,040 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 1,561 | $ 1,990 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,751,454 | 50,188,486 |
Common stock, shares outstanding | 50,118,607 | 49,555,639 |
Treasury stock, shares | 632,847 | 632,847 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 236,532 | $ 177,221 | $ 631,214 | $ 579,691 |
Operating expenses: | ||||
Cost of transportation and other services | 179,732 | 129,440 | 473,148 | 420,419 |
Operating partner commissions | 23,761 | 20,352 | 66,386 | 69,899 |
Personnel costs | 14,229 | 14,412 | 40,741 | 44,487 |
Selling, general and administrative expenses | 6,688 | 8,027 | 17,910 | 22,370 |
Depreciation and amortization | 4,174 | 4,282 | 12,418 | 12,413 |
Transition, lease termination, and other costs | 0 | 0 | 0 | 328 |
Change in fair value of contingent consideration | 2,500 | 3 | 4,350 | 52 |
Total operating expenses | 231,084 | 176,516 | 614,953 | 569,968 |
Income (loss) from operations | 5,448 | 705 | 16,261 | 9,723 |
Other income (expense): | ||||
Interest income | 3 | 17 | 14 | 50 |
Interest expense | (611) | (752) | (1,919) | (2,070) |
Foreign currency transaction gain (loss) | 14 | 169 | (158) | 120 |
Change in fair value of interest rate swap contracts | (512) | 0 | (642) | 0 |
Gain on forgiveness of debt | (1,414) | 0 | (1,414) | 0 |
Other | 281 | 89 | 663 | 164 |
Total other income (expense) | 589 | (477) | (628) | (1,736) |
Income before income taxes | 6,037 | 228 | 15,633 | 7,987 |
Income tax expense | (976) | (102) | (3,455) | (1,850) |
Net income | 5,061 | 126 | 12,178 | 6,137 |
Less: net income attributable to non-controlling interest | (77) | (73) | (294) | (262) |
Net income attributable to Radiant Logistics, Inc. | 4,984 | 53 | 11,884 | 5,875 |
Other comprehensive income: | ||||
Foreign currency translation gain | 567 | 711 | 173 | 677 |
Comprehensive income | $ 5,628 | $ 837 | $ 12,351 | $ 6,814 |
Income per share: | ||||
Basic | $ 0.10 | $ 0 | $ 0.24 | $ 0.12 |
Diluted | $ 0.10 | $ 0 | $ 0.23 | $ 0.11 |
Weighted average common shares outstanding: | ||||
Basic | 50,034,950 | 49,577,370 | 49,807,932 | 49,667,243 |
Diluted | 51,359,441 | 50,974,994 | 51,131,806 | 51,266,348 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Radiant Logistics, Inc. Stockholders' Equity | Non-Controlling Interest |
Balance at Jun. 30, 2019 | $ 127,280 | $ 31 | $ 100,186 | $ (253) | $ 26,883 | $ 187 | $ 127,034 | $ 246 |
Balance, shares at Jun. 30, 2019 | 49,586,464 | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | (314) | $ 0 | (314) | 0 | 0 | 0 | (314) | 0 |
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 138,147 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | (146) | $ 0 | 146 | 0 | 0 | 0 | (146) | 0 |
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 82,627 | |||||||
Distribution to non-controlling interest | (180) | $ 0 | 0 | 0 | 0 | 0 | 0 | (180) |
Share-based compensation | 430 | 0 | 430 | 0 | 0 | 0 | 430 | 0 |
Net income | 3,331 | 0 | 0 | 0 | 3,235 | 0 | 3,235 | 96 |
Other comprehensive income (loss) | 114 | 0 | 0 | 0 | 0 | 114 | 114 | 0 |
Balance at Sep. 30, 2019 | 130,515 | $ 31 | 100,156 | (253) | 30,118 | 301 | 130,353 | 162 |
Balance, shares at Sep. 30, 2019 | 49,807,238 | |||||||
Balance at Jun. 30, 2019 | 127,280 | $ 31 | 100,186 | (253) | 26,883 | 187 | 127,034 | 246 |
Balance, shares at Jun. 30, 2019 | 49,586,464 | |||||||
Net income | 6,137 | |||||||
Balance at Mar. 31, 2020 | 132,466 | $ 31 | 101,324 | (2,749) | 32,758 | 864 | 132,228 | 238 |
Balance, shares at Mar. 31, 2020 | 49,395,639 | |||||||
Balance at Sep. 30, 2019 | 130,515 | $ 31 | 100,156 | (253) | 30,118 | 301 | 130,353 | 162 |
Balance, shares at Sep. 30, 2019 | 49,807,238 | |||||||
Repurchase of common stock | (1,000) | $ 0 | 0 | (1,000) | 0 | 0 | (1,000) | 0 |
Repurchase of common stock, Shares | (189,558) | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 34,434 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | (39) | $ 0 | (39) | 0 | 0 | 0 | (39) | 0 |
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 10,000 | |||||||
Distribution to non-controlling interest | (90) | $ 0 | 0 | 0 | 0 | 0 | 0 | (90) |
Share-based compensation | 467 | 0 | 467 | 0 | 0 | 0 | 467 | 0 |
Net income | 2,680 | 0 | 0 | 0 | 2,587 | 0 | 2,587 | 93 |
Other comprehensive income (loss) | (148) | 0 | 0 | 0 | 0 | (148) | (148) | 0 |
Balance at Dec. 31, 2019 | 132,463 | $ 31 | 100,662 | (1,253) | 32,705 | 153 | 132,298 | 165 |
Balance, shares at Dec. 31, 2019 | 49,662,114 | |||||||
Issuance of common stock to shareholders of acquired business | 250 | $ 0 | 250 | 0 | 0 | 0 | 250 | 0 |
Issuance of common stock to shareholders of acquired business, Shares | 45,086 | |||||||
Repurchase of common stock | (1,496) | $ 0 | 0 | (1,496) | 0 | 0 | (1,496) | 0 |
Repurchase of common stock, Shares | (351,491) | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | 12 | $ 0 | (12) | 0 | 0 | 0 | 12 | 0 |
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 4,149 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | (15) | $ 0 | (15) | 0 | 0 | 0 | (15) | 0 |
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 35,781 | |||||||
Share-based compensation | 409 | $ 0 | 409 | 0 | 0 | 0 | 409 | 0 |
Net income | 126 | 0 | 0 | 0 | 53 | 0 | 53 | 73 |
Other comprehensive income (loss) | 711 | 0 | 0 | 0 | 0 | 711 | 711 | 0 |
Balance at Mar. 31, 2020 | 132,466 | $ 31 | 101,324 | (2,749) | 32,758 | 864 | 132,228 | 238 |
Balance, shares at Mar. 31, 2020 | 49,395,639 | |||||||
Balance at Jun. 30, 2020 | 138,175 | $ 32 | 102,214 | (2,749) | 37,424 | 445 | 137,366 | 809 |
Balance, shares at Jun. 30, 2020 | 49,555,639 | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | (301) | $ 0 | (301) | 0 | 0 | 0 | (301) | 0 |
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 112,864 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | (3) | $ 0 | (3) | 0 | 0 | 0 | (3) | 0 |
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 6,131 | |||||||
Distribution to non-controlling interest | (720) | $ 0 | 0 | 0 | 0 | 0 | 0 | (720) |
Share-based compensation | 144 | 0 | 144 | 0 | 0 | 0 | 144 | 0 |
Net income | 3,229 | 0 | 0 | 0 | 3,088 | 0 | 3,088 | 141 |
Other comprehensive income (loss) | (1,996) | 0 | 0 | 0 | 0 | (1,996) | (1,996) | 0 |
Balance at Sep. 30, 2020 | 138,534 | $ 32 | 102,060 | (2,749) | 40,512 | (1,551) | 138,304 | 230 |
Balance, shares at Sep. 30, 2020 | 49,674,634 | |||||||
Balance at Jun. 30, 2020 | $ 138,175 | $ 32 | 102,214 | (2,749) | 37,424 | 445 | 137,366 | 809 |
Balance, shares at Jun. 30, 2020 | 49,555,639 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 541,515 | |||||||
Net income | $ 12,178 | |||||||
Balance at Mar. 31, 2021 | 151,023 | $ 32 | 103,671 | (2,749) | 49,308 | 618 | 150,880 | 143 |
Balance, shares at Mar. 31, 2021 | 50,118,607 | |||||||
Balance at Sep. 30, 2020 | 138,534 | $ 32 | 102,060 | (2,749) | 40,512 | (1,551) | 138,304 | 230 |
Balance, shares at Sep. 30, 2020 | 49,674,634 | |||||||
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid | (33) | $ 0 | (33) | 0 | 0 | 0 | (33) | 0 |
Issuance of common stock upon vesting of restricted stock awards, net of taxes withheld and paid, shares | 42,182 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | (1,068) | $ 0 | (1,068) | 0 | 0 | 0 | (1,068) | 0 |
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 250,249 | |||||||
Distribution to non-controlling interest | (150) | $ 0 | 0 | 0 | 0 | 0 | 0 | (150) |
Share-based compensation | 327 | 0 | 327 | 0 | 0 | 0 | 327 | 0 |
Net income | 3,888 | 0 | 0 | 0 | 3,812 | 0 | 3,812 | 76 |
Other comprehensive income (loss) | 1,602 | 0 | 0 | 0 | 0 | 1,602 | 1,602 | 0 |
Balance at Dec. 31, 2020 | 145,236 | $ 32 | 103,422 | (2,749) | 44,324 | 51 | 145,080 | 156 |
Balance, shares at Dec. 31, 2020 | 49,967,065 | |||||||
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid | 54 | $ 0 | 54 | 0 | 0 | 0 | 54 | 0 |
Issuance of common stock upon exercise of stock options, net of taxes withheld and paid, shares | 151,542 | |||||||
Distribution to non-controlling interest | (90) | $ 0 | 0 | 0 | 0 | 0 | 0 | (90) |
Share-based compensation | 303 | 0 | 303 | 0 | 0 | 0 | 303 | 0 |
Net income | 5,061 | 0 | 0 | 0 | 4,984 | 0 | 4,984 | 77 |
Other comprehensive income (loss) | 567 | 0 | 0 | 0 | 0 | 567 | 567 | 0 |
Balance at Mar. 31, 2021 | $ 151,023 | $ 32 | $ 103,671 | $ (2,749) | $ 49,308 | $ 618 | $ 150,880 | $ 143 |
Balance, shares at Mar. 31, 2021 | 50,118,607 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES: | ||
Net income | $ 12,178 | $ 6,137 |
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES | ||
Share-based compensation | 774 | 1,306 |
Amortization of intangible assets | 7,598 | 7,718 |
Depreciation and amortization of property, technology, and equipment | 4,820 | 4,695 |
Deferred income tax benefit | (1,172) | (1,537) |
Amortization of debt issuance costs | 393 | 278 |
Change in fair value of contingent consideration | 4,350 | 52 |
Gain on forgiveness of debt | (1,414) | 0 |
Other | (635) | 124 |
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||
Accounts receivable | (37,495) | (657) |
Contract assets | (9,688) | 1,976 |
Income tax receivable/payable | 1,197 | (312) |
Prepaid expenses, deposits, and other assets | 3,322 | (3,734) |
Accounts payable | 20,530 | (8,250) |
Operating partner commissions payable | 3,162 | (2,500) |
Accrued and other liabilities | (4,221) | (6,335) |
Payment of contingent consideration | 280 | |
Net cash provided by (used for) operating activities | 3,699 | (1,319) |
INVESTING ACTIVITIES: | ||
Payments to acquire businesses | (9,150) | |
Purchases of property, technology, and equipment | (8,673) | (4,728) |
Proceeds from sale of property, technology, and equipment | 333 | 73 |
Net cash used for investing activities | (8,340) | (13,805) |
FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facility | 269 | 566,316 |
Repayment of revolving credit facility | (20,000) | (534,152) |
Payments of debt issuance costs | (1,636) | |
Repayments of notes payable and finance lease liability | (3,461) | (3,215) |
Repurchases of common stock | (2,496) | |
Payments of contingent consideration | (2,027) | (47) |
Distribution to non-controlling interest | (960) | (270) |
Proceeds from exercise of stock options | 1,159 | 39 |
Net cash provided by (used for) financing activities | (25,496) | 24,082 |
Effect of exchange rate changes on cash and cash equivalents | (489) | 2,319 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (30,626) | 11,277 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 34,841 | 5,420 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 4,215 | 16,697 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid | 3,509 | 3,801 |
Interest paid | 1,518 | 1,779 |
Restricted Stock Awards | ||
FINANCING ACTIVITIES: | ||
Payments of employee tax withholdings related to vesting and cashless exercise | (334) | (326) |
Stock Options | ||
FINANCING ACTIVITIES: | ||
Payments of employee tax withholdings related to vesting and cashless exercise | (142) | $ (131) |
Paycheck Protection Program [Member] | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Forgiven loan | 1,414 | |
Accrued interest, decrease | $ 11 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION The Company Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company”) operates as a third-party logistics company, providing multi-modal transportation and logistics services primarily to customers based in the United States and Canada. The Company services a large and diversified account base, which it supports from an extensive multi-brand network of over 100 operating locations (including 20 Company-owned offices) across North America as well as an integrated international service partner network located in other key markets around the globe. As a third-party logistics company, the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines, and ocean lines. Through its operating locations across North America, the Company offers domestic and international air and ocean freight forwarding services and freight brokerage services, including truckload services, less than truckload services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. The Company’s primary transportation services involve arranging shipments, on behalf of its customers, of materials, products, equipment, and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added supply chain services, including order fulfillment, inventory management, and warehouse and distribution services, and customs brokerage services to complement its core transportation service offering. The COVID-19 pandemic continues to have widespread implications and while we see improvements in the broader economy, it is difficult to predict how COVID-19 will impact the overall economy in the future. Many countries have begun the process of vaccinating their residents against COVID-19. However, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may impact the economy as well as our operations in the future. We saw revenue for the third quarter increase from the second quarter of fiscal 2021. While we are seeing positive results despite the current COVID-19 environment, there remains uncertainty regarding how COVID-19 will impact the Company's results in the future. Due to the unprecedented and evolving nature of the COVID-19 pandemic, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Basis of Presentation The condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The Company’s management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. 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. |
Recent Accounting Guidance
Recent Accounting Guidance | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Recent Accounting Guidance | NOTE 2 - RECENT ACCOUNTING GUIDANCE Recent Accounting Guidance Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) and subsequent amendments to the initial guidance: ASU 2021-01, which provides temporary optional expedients and exceptions to the current guidance on contract modifications to ease the financial reporting burdens related to the expected market transition from London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. As of March 31, 2021, the Company has not utilized any of the expedients discussed within this ASU, however, it continues to assess its agreements to determine if LIBOR is included and if the expedients would be utilized through the allowed period of December 31, 2022. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, 2019-04, 2019-05, and 2020-03 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 is effective for the Company in the first quarter of fiscal year 2024. The Company is currently evaluating the impact of the standard on its consolidated financial statements and disclosures. Recently Adopted Accounting Guidance In August 2018, the FASB issued ASU 2018-15 (Subtopic 350-40), Intangibles—Goodwill and Other—Internal-Use Software— Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This ASU aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software. The Company adopted this standard on July 1, 2020 . The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements. The Company adopted this standard on July 1, 2020 . The adoption of this standard did not have a material impact on the Company's consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Principles of Consolidation The condensed consolidated financial statements include the accounts of Radiant Logistics, Inc. and its wholly-owned subsidiaries as well as a single variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 40 % owned by Radiant Global Logistics, Inc. (“RGL”) and 60 % owned by Radiant Capital Partners, LLC (“RCP”, see Note 11), an entity owned by the Company’s Chief Executive Officer. All significant intercompany balances and transactions have been eliminated. Non-controlling interest in the condensed consolidated balance sheets represents RCP’s proportionate share of equity in RLP. Net income (loss) of non-wholly owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder(s) of the non-controlling interest in proportion to their percentage ownership. b) Use of Estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results reported in future periods may be based upon amounts that could differ from these estimates due to the inherent uncertainty involved in making estimates and risks and uncertainties, including uncertainty in the current economic environment due to COVID-19. c) Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Cash equivalents consist of highly liquid investments with original maturities of three months or less. d) Accounts Receivable The Company’s receivables are recorded when billed and represent amounts owed by third-party customers, as well as amounts owed by strategic operating partners. 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 an allowance for doubtful accounts to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The allowance for doubtful accounts is determined from the analysis of the aging of the accounts receivable, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently owned strategic operating partner locations operating under various Company brands. Each strategic operating partner is responsible for some or all of the collection of the accounts related to the underlying customers being serviced by such strategic operating partner. To facilitate this arrangement, based on contractual agreements, certain strategic operating partners are required to maintain a bad debt reserve in the form of a security deposit with the Company. The Company charges each strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. However, the bad debt reserve account may carry a deficit balance when amounts charged to this reserve account exceed amounts otherwise available. In these circumstances, a deficit bad debt reserve account is recognized as a receivable in the Company’s condensed consolidated financial statements. Some strategic operating partners are not required to establish a bad debt reserve; however, they are still responsible to make up for any deficits and the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve accounts. The Company expects to replenish these funds through the future business operations of these strategic operating partners or as their customers satisfy the amounts payable to the Company. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amounts and generally would reserve for them. e) Property, Technology, and Equipment Property, technology, and equipment is stated at cost, less accumulated depreciation, and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. f) Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. The Company performs its annual goodwill impairment test as of April 1 of each year or more frequently if facts or circumstances indicate that the carrying amount may not be recoverable. Based on the most recent annual impairment test, there was no impairment. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing a quantitative impairment test. The qualitative assessment evaluates various factors, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact the fair value of the reporting unit. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is required. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. g) Long-Lived Assets Long-lived assets, such as property, technology, and equipment and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist. No impairment losses of long-lived assets were recorded during the nine months ended March 31, 2021 and 2020. Intangible assets consist of customer related intangible assets, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangible assets are amortized using the straight-line method over a period of up to ten years , trademarks and trade names are amortized using the straight-line method over 15 years , and non-compete agreements are amortized using the straight-line method over the term of the underlying agreements. h) Business Combinations The Company accounts for business acquisitions using the acquisition method as required by FASB ASC Topic 805, Business Combinations. The assets acquired and liabilities assumed in business combinations, including identifiable intangible assets, are recorded based upon their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill. Acquisition expenses are expensed as incurred. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates are inherently uncertain and subject to refinement. The fair values of intangible assets are generally estimated using a discounted cash flow approach with Level 3 inputs. The estimate of fair value of an intangible asset is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company generally uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions. For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is generally estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by acquired companies using Level 3 inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the condensed consolidated statements of comprehensive income. Amounts are generally due annually on November 1 st and 90 days following the quarter of the final earn-out period of each respective acquisition. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed consolidated statements of comprehensive income. i) Revenue Recognition The Company’s revenues are primarily from transportation services, which includes providing for the arrangement of freight, both domestically and internationally, through modes of transportations, such as air freight, ocean freight, truckload, less than truckload and intermodal. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 45 days from the date of invoice. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s destination. The transportation services, including certain ancillary services, such as loading/unloading, freight insurance and customs clearance, that are provided to the customer represent a single performance obligation as these promises aren’t distinct in the context of the contract. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determination of the transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The Company also provides materials management and distribution (“MM&D”) services for its customers under contracts generally ranging from a few months to five years and include renewal provisions. These MM&D service contracts provide for inventory management, order fulfilment and warehousing of the Customer’s product and arrangement of transportation of the customer’s product. The Company’s performance obligations are satisfied over time as the customers simultaneously receive and consume the services provided by the Company as they are performed. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized over time based on the level of activity volume. Other services include primarily customs house brokerage (“CHB”) services sold on a standalone basis as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue. The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the condensed consolidated statements of comprehensive income. A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition for the three and nine months ended March 31, 2021 and 2020 are as follows: Three Months Ended March 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 201,854 $ 26,611 $ ( 125 ) $ 228,340 Value-added services (1) 2,182 6,010 — 8,192 Total $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Timing of Revenue Recognition: Services transferred over time $ 203,412 $ 32,621 $ ( 125 ) $ 235,908 Services transferred at a point in time 624 — — 624 Total $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Nine Months Ended March 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 543,078 $ 67,588 $ ( 369 ) $ 610,297 Value-added services (1) 6,224 14,693 — 20,917 Total $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Timing of Revenue Recognition: Services transferred over time $ 547,672 $ 82,281 $ ( 369 ) $ 629,584 Services transferred at a point in time 1,630 — — 1,630 Total $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Three Months Ended March 31, 2020 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 148,941 $ 21,217 $ ( 123 ) $ 170,035 Value-added services (1) 3,290 3,896 — 7,186 Total $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Timing of Revenue Recognition: Services transferred over time $ 151,587 $ 25,113 $ ( 123 ) $ 176,577 Services transferred at a point in time 644 — — 644 Total $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Nine Months Ended March 31, 2020 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 492,567 $ 63,402 $ ( 508 ) $ 555,461 Value-added services (1) 11,642 12,588 — 24,230 Total $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 Timing of Revenue Recognition: Services transferred over time $ 501,814 $ 75,990 $ ( 508 ) $ 577,296 Services transferred at a point in time 2,395 — — 2,395 Total $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 (1) Value-added services include MM&D, CHB, and other services. Practical Expedients The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its transportation customers have an expected duration of one year or less. For the performance obligation to transfer MM&D services in contracts with customers, revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date. The Company also applies the practical expedient that permits the recognition of employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. These costs are included in the condensed consolidated statements of comprehensive income. Contract Assets Contract assets represent amounts for which the Company has the right to consideration for the services provided while a shipment is still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable. Operating Partner Commissions The Company enters into contractual arrangements with independent agents that operate, on behalf of the Company, an office in a specific location that engages primarily in arranging, domestic and international, transportation services. In return, the independent agent is compensated through the payment of sales commissions, which are based on individual shipments. The Company accrues the independent agent’s commission obligation ratably as the goods are transferred to the customer. j) Defined Contribution Savings Plans The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $ 389 and $ 964 for the three and nine months ended March 31, 2021, respectively and $ 377 and $ 989 for the three and nine months ended March 31, 2020, respectively . k) Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company records a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. l) Share-Based Compensation The Company grants restricted stock awards, restricted stock units and stock options to certain directors, officers, and employees. The Company accounts for share-based compensation as equity awards such that compensation cost is measured at the grant date based on the fair value of the award and is expensed ratably over the vesting period. The fair value of restricted stock is the market price as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. Share-based compensation expense is reflected in the condensed consolidated statements of comprehensive income as part of personnel costs. m) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the potential common shares, such as restricted stock awards and stock options, had been issued and were considered dilutive. n) Foreign Currency Translation For the Company’s foreign subsidiaries that prepare financial statements in currencies other than US dollars, the local currency is the functional currency. All assets and liabilities are translated at period-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive (loss) income. Gains and losses on transactions of monetary items denominated in a foreign currency are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. o) Leases The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liability; and operating lease liability, net of current portion in our condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Annually, we perform an impairment analysis on ROU assets, and as of June 30, 2020, there was no material impairment to ROU assets. The Company’s agreements with lease and non-lease components, are all each accounted for as a single lease component. For leases with an initial term of twelve months or less, the Company elected the exemption from recording right of use assets and lease liabilities for all leases that qualify, and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the three and nine months ended March 31, 2021 and 2020 are immaterial. Certain leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. We exclude variable payments from lease ROU assets and lease liabilities, to the extent not considered fixed, and instead expense as incurred. Variable lease costs for the three and nine months ended March 31, 2021 and 2020 are immaterial. p) Derivatives Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in earnings with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings. As of March 31, 2021 , the Company does no t have any derivatives designated as hedges. For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 4 – EARNINGS PER SHARE The computations of the numerator and denominator of basic and diluted income per share are as follows: Three Months Ended March 31, Nine Months Ended March 31, (In thousands, except share data) 2021 2020 2021 2020 Numerator: Net income attributable to Radiant Logistics, Inc. $ 4,984 $ 53 $ 11,884 $ 5,875 Denominator: Weighted average common shares outstanding, basic 50,034,950 49,577,370 49,807,932 49,667,243 Dilutive effect of share-based awards 1,324,491 1,397,624 1,323,874 1,599,105 Weighted average common shares outstanding, diluted 51,359,441 50,974,994 51,131,806 51,266,348 Potentially dilutive common shares excluded 35,000 318,116 153,577 320,525 |
Leases
Leases | 9 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 5 – LEASES The Company has operating and finance leases for office space, warehouse space, trailers, and other equipment. Lease terms expire at various dates through April 2032 with options to renew for varying terms at the Company’s sole discretion. The Company has not included these options to extend or terminate in its calculation of right-or-use assets or lease liabilities as it is not reasonably certain to exercise these options. In February 2021, the Company commenced a new lease for warehouse space in Bolton, Ontario. The lease has a seven-year term ending in January 2028 replacing the Company's warehouse lease at Brampton, Ontario, which expired in March 2021 . In March 2021, the Company commenced a new lease for office space in Renton, Washington. The lease has an eleven-year term ending in April 2032 replacing office space currently leased at Bellevue, Washington, which will end in May 2021 . The components of lease expense were as follows: Three Months Ended Nine Months Ended March 31, March 31, (In thousands) 2021 2020 2021 2020 Operating: Operating lease cost $ 1,987 $ 1,775 $ 5,503 $ 5,465 Financing: Amortization of leased assets 155 153 459 466 Interest on lease liabilities 33 41 105 131 Total finance lease cost $ 188 $ 194 $ 564 $ 597 Supplemental cash flow information related to leases was as follows: (In thousands) Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows arising from operating leases $ 5,598 $ 5,484 Operating cash flows arising from finance leases 107 128 Financing cash flows arising from finance leases 531 497 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 17,920 $ 1,163 Finance leases 38 26 Supplemental balance sheet information related to leases was as follows: March 31, June 30, (In thousands) 2021 2020 Operating lease: Operating lease right-of-use assets $ 25,722 $ 12,580 Current portion of operating lease liability 6,429 6,121 Operating lease liability, net of current portion 20,080 7,192 Total operating lease liabilities $ 26,509 $ 13,313 Finance lease: Property, technology, and equipment, net $ 2,831 $ 3,254 Current portion of finance lease liability 739 688 Finance lease liability, net of current portion 1,988 2,476 Total finance lease liabilities $ 2,727 $ 3,164 Weighted average remaining lease term: Operating leases 5.9 years 2.9 years Finance leases 4.6 years 5.0 years Weighted average discount rate: Operating leases 3.83 % 3.22 % Finance leases 4.78 % 4.52 % As of March 31, 2021, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) Operating Finance 2021 (remaining) $ 1,794 $ 213 2022 7,098 841 2023 4,312 648 2024 3,635 573 2025 3,625 541 Thereafter 8,351 176 Total lease payments 28,815 2,992 Less imputed interest ( 2,306 ) ( 265 ) Total lease liability $ 26,509 $ 2,727 |
Property, Technology, and Equip
Property, Technology, and Equipment | 9 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Technology, and Equipment | NOTE 6 – PROPERTY, TECHNOLOGY, AND EQUIPMENT March 31, June 30, (In thousands) Useful Life 2021 2020 Computer software 3 - 5 years $ 23,797 $ 21,884 Trailers and related equipment 3 - 15 years 7,030 6,733 Office and warehouse equipment 3 - 15 years 7,663 3,980 Leasehold improvements (1) 4,252 3,799 Computer equipment 3 - 5 years 3,638 3,054 Furniture and fixtures 3 - 15 years 1,208 1,017 47,588 40,467 Less: accumulated depreciation and amortization ( 25,670 ) ( 21,755 ) $ 21,918 $ 18,712 (1) The cost is amortized over the shorter of the lease term or useful life. Depreciation and amortization expenses related to property, technology, and equipment were $ 1,651 and $ 4,820 for the three and nine months ended March 31, 2021, respectively and $ 1,792 and $ 4,695 for the three and nine months ended March 31, 2020, respectively. Computer software includes approximately $ 822 and $ 174 of software in development as of March 31, 2021 and June 30, 2020 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS Goodwill The table below reflects the changes in the carrying amount of goodwill for the nine months ended March 31, 2021: (In thousands) Total Balance as of June 30, 2020 $ 72,199 Foreign currency translation loss 99 Balance as of March 31, 2021 $ 72,298 We considered the uncertainties from COVID-19 as part of our determination as to whether any triggering events occurred during the quarter ended March 31, 2021 , which would indicate an impairment of goodwill is more likely than not. Based on our assessment, there were no triggering events identified that would have an adverse impact on our business; and therefore, no impairment was identified for our goodwill as of March 31, 2021. As additional facts and circumstances evolve, we continue to observe and assess our reporting units particularly as a direct consequence of the circumstances surrounding COVID-19. To the extent new information becomes available that impacts our results of operations and financial condition, we expect to revise our projections accordingly as our estimates of future net after-tax cash flows are highly dependent upon certain assumptions, including, but not limited to, the amount and timing of the economic recovery globally and nationally. Furthermore, the evaluation of impairment of goodwill requires the use of estimates about future operating results. Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations and financial condition. The estimates of expected future cash flows require significant judgment and are based on assumptions we determined to be reasonable; however, they are unpredictable and inherently uncertain, including, estimates of future growth rates, operating margins and assumptions about the overall economic climate as well as the competitive environment within which we operate. There can be no assurance that our estimates and assumptions made for purposes of our impairment assessments as of the time of evaluation will prove to be accurate predictions of the future, especially in light of the uncertainty surrounding the COVID-19 pandemic. If our assumptions regarding business plans, competitive environments, or anticipated growth rates are not correct, we may be required to record non-cash impairment charges in future periods, whether in connection with our normal review procedures periodically, or earlier, if an indicator of an impairment is present prior to such evaluation. Intangible Assets Intangible assets consisted of the following as of March 31, 2021 and June 30, 2020, respectively: March 31, 2021 (In thousands) Weighted Gross Accumulated Net Customer related 4.4 years $ 102,346 $ ( 68,026 ) $ 34,320 Trade names and trademarks 8.9 years 15,034 ( 6,056 ) 8,978 Covenants not to compete 3.6 years 1,433 ( 989 ) 444 $ 118,813 $ ( 75,071 ) $ 43,742 June 30, 2020 (In thousands) Weighted Gross Accumulated Net Customer related 5.1 years $ 102,153 $ ( 61,227 ) $ 40,926 Trade names and trademarks 9.6 years 14,977 ( 5,268 ) 9,709 Covenants not to compete 4.3 years 1,433 ( 876 ) 557 $ 118,563 $ ( 67,371 ) $ 51,192 Amortization expense amounted to $ 2,523 and $ 7,598 for the three and nine months ended March 31, 2021, respectively and $ 2,490 and $ 7,718 for the three and nine months ended March 31, 2020, respectively . Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2021 (remaining) $ 2,521 2022 9,555 2023 9,077 2024 8,701 2025 6,710 |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE Notes payable consist of the following: March 31, June 30, (In thousands) 2021 2020 Revolving Credit Facility $ 10,269 $ 30,000 Senior Secured Loans 14,564 16,302 Other debt 4,521 5,925 Unamortized debt issuance costs ( 272 ) ( 336 ) Total notes payable 29,082 51,891 Less: current portion ( 4,316 ) ( 3,800 ) Total notes payable, net of current portion $ 24,766 $ 48,091 Future maturities of notes payable for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2021 (remaining) $ 1,052 2022 8,910 2023 4,689 2024 4,434 2025 10,269 $ 29,354 Revolving Credit Facility The Company entered into a $ 150,000 syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated on March 13, 2020. The Revolving Credit Facility was entered into with Bank of America Securities, Inc. as sole book runner and sole lead arranger, Bank of Montreal Chicago Branch, as lender and syndication agent, MUFG Union Bank, N.A as lender and documentation agent and Bank of America, N. A., KeyBank National Association and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”). The Revolving Credit Facility has a term of five years , matures on March 13, 2025 , and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company. Borrowings under the Revolving Credit Facility accrue interest (at the Company’s option), at the Lenders’ base rate plus 1.00 % or LIBOR plus 2.00 % and can be subsequently adjusted based on the Company’s consolidated leverage ratio under the facility at the Lenders’ base rate plus 1.00 % to 1.75 % or LIBOR plus 2.00 % to 2.75 %. As of March 31, 2021, this interest rate used was 2.17 % . The Revolving Credit Facility includes a $ 50,000 accordion feature to support future acquisition opportunities. For general borrowings under the Revolving Credit Facility, the Company is subject to the maximum consolidated leverage ratio of 3.00 and minimum consolidated fixed charge coverage ratio of 1.25 . Additional minimum availability requirements and financial covenants apply in the event the Company seeks to use advances under the Revolving Credit Facility to pursue acquisitions or repurchase its common stock. As of March 31, 2021, the borrowings outstanding on the Revolving Credit Facility was $ 10,269 and the Company was in compliance with all of its covenants. Senior Secured Loans In connection with the Company’s acquisition of Radiant Canada (formerly, Wheels International Inc.), Radiant Canada obtained a CAD$ 29,000 senior secured Canadian term loan from Fiera Private Debt Fund IV LP (“FPD IV” formerly, Integrated Private Debt Fund IV LP) pursuant to a CAD$29,000 Credit Facilities Loan Agreement. The Company and its US and Canadian subsidiaries are guarantors of the Radiant Canada obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65 % per annum. The Company is required to maintain five months interest in a debt service reserve account to be controlled by FPD IV. The amount of approximately $ 600 is recorded as deposits and other assets in the accompanying condensed consolidated financial statements. The Company made interest-only payments for the first twelve months followed by monthly principal and interest payments of CAD$ 390 that will be paid through maturity. In connection with the Company’s acquisition of Lomas, Radiant Canada obtained a CAD$ 10,000 senior secured Canadian term loan from Fiera Private Debt Fund V LP (formerly, Integrated Private Debt Fund V LP) pursuant to a CAD$10,000 Credit Facilities Loan Agreement. The Company and its US and Canadian subsidiaries are guarantors of the Radiant Canada obligations thereunder. The loan matures on June 1, 2024 and accrues interest at a fixed rate of 6.65 % per annum. The loan repayment consists of monthly principal and interest payments of CAD$ 149 . The loans may be prepaid in whole at any time providing the Company gives at least 30 days prior written notice and pays the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to the maturity date, and (ii) the face value of the principal amount being prepaid. The covenants of the Revolving Credit Facility, described above, also apply to the FPD IV and FPD V term loans. As of March 31, 2021, the Company was in compliance with all of its covenants. Paycheck Protection Program Loans On May 4, 2020, the Company received loan proceeds of $ 5,925 pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. On April 28, 2020, the Secretary of the US Department of the Treasury stated that the Small Business Administration will perform a full review of any PPP loan over $ 2,000 before forgiving the loan. The certification made by the Company did not contain any objective criteria and is subject to interpretation. Despite the good-faith belief that given the Company’s circumstances all eligibility requirements for the PPP Loans were satisfied, if it is later determined that the Company had violated any applicable laws or regulations or it is otherwise determined the Company was ineligible to receive the PPP Loans, it may be required to repay the PPP Loans in its entirety and/or be subject to additional penalties. The term of the Company’s PPP Loans is two years . The annual interest rate on the PPP Loans is 1 % and no payments of principal or interest are due until the conclusion of the deferral period. The deferral period will end on the earlier of (i) the date that Small Business Administration remits the loan forgiveness amount to the lender, or (ii) if the loan is not forgiven, ten months after the end of the 24-week loan forgiveness covered period. Under the terms of the PPP loans, all or a portion of the principal may be forgiven if the Loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, benefits, rent, and utilities. No assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part. With respect to any portion of the PPP Loans that is not forgiven, the PPP Loan will be repayable on the terms set forth above. The PPP Loan is recognized on the Company’s condensed consolidated balance sheet as notes payable and will be derecognized if and when forgiven. As of March 31, 2021, certain PPP Loans totaling $ 1,414 were forgiven including, $ 11 of interest previously accrued. The Company is in the process of seeking forgiveness for the remaining $ 4,521 PPP Loan. |
Derivatives
Derivatives | 9 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | NOTE 9 – DERIVATIVES All derivatives are recognized on the Company’s condensed consolidated balance sheets at their fair values and consist of interest rate swap contracts. On March 20, 2020 , and effective April 17, 2020, Radiant entered into an interest rate swap contract with Bank of America to trade variable interest cash inflows at one-month LIBOR for a $ 20,000 notional amount, for fixed interest cash outflows at 0.635 %. On April 1, 2020 , and effective April 2, 2020, Radiant entered into an interest rate swap contract with Bank of America to trade the variable interest cash inflows at one-month LIBOR for a $ 10,000 notional amount, for fixed interest cash outflows at 0.5865 %. Both interest rate swap contracts mature and terminate on March 13, 2025 . The Company uses an interest rate swap for the management of interest rate risk exposure, as the interest rate swap effectively converts a portion of the Company’s Revolving Credit Facility from a floating to a fixed rate. The interest rate swap is an agreement between the Company and Bank of America to pay, in the future, a fixed-rate payment in exchange for Bank of America paying the Company a variable payment. The net payment obligation is based on the notional amount of the swap contract and the prevailing market interest rates. The Company may terminate the swap contract prior to its expiration date, at which point a realized gain or loss would be recognized. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. As of March 31, 2021 , the derivative instrument had a total notional amount of $ 30,000 and a fair value of $ 42 recorded in other current liabilities in the condensed consolidated balance sheets. As of June 30, 2020, the derivative instrument had a total notional amount of $ 30,000 and a fair value of $ 600 recorded in deposits and other assets on the condensed consolidated balance sheet. Both interest rate swap contracts are not designated as hedges; gains and losses from changes in fair value are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $ 0.001 per share and 100,000,000 shares of common stock, $ 0.001 per share. Common Stock In March 2018, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2019 . On February 4, 2020, the Company announced that its board of directors had approved the renewal of the repurchase program through December 31, 2021. Under the stock repurchase program, the Company is authorized to repurchase, from time-to-time, shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The program does not obligate the Company to repurchase any specific number of shares and could be suspended or terminated at any time without prior notice. Under this repurchase program, the Company purchased 541,049 shares of its common stock at an average cost of $ 4.61 per share for an aggregate cost of $ 2,496 during the fiscal year ended June 30, 2020. We have temporarily suspended our share repurchases under our stock repurchase program as we continue to assess the impacts of COVID-19. |
Variable Interest Entity and Re
Variable Interest Entity and Related Party Transactions | 9 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity and Related Party Transactions | NOTE 11 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS RLP is owned 40 % by RGL and 60 % by RCP, a company for which the Chief Executive Officer of the Company is the sole member. RLP is a certified minority business enterprise that was formed for the purpose of providing the Company with a national accounts strategy to pursue corporate and government accounts with diversity initiatives. RCP’s ownership interest entitles it to a majority of the profits and distributable cash, if any, generated by RLP. The operations of RLP are intended to provide certain benefits to the Company, including expanding the scope of services offered by the Company and participating in supplier diversity programs not otherwise available to the Company. In the course of evaluating and approving the ownership structure, operations and economics emanating from RLP, a committee consisting of the independent Board member of the Company, considered, among other factors, the significant benefits provided to the Company through association with a minority business enterprise, particularly as many of the Company’s largest current and potential customers have a need for diversity offerings. In addition, the committee concluded that the economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third parties. Certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have the sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties are considered variable interest entities. The Company has power over significant activities of RLP including the fulfillment of its contracts and financing its operations. Additionally, the Company also pays expenses and collects receivables on behalf of RLP. Thus, the Company is the primary beneficiary, RLP qualifies as a variable interest entity, and RLP is consolidated in these condensed consolidated financial statements. RLP recorded $ 128 and $ 490 in profits, of which RCP’s distributable share was $ 77 and $ 294 for the three and nine months ended March 31, 2021, respectively. RLP recorded $ 123 and $ 438 in profits, of which RCP’s distributable share was $ 73 and $ 262 for the three and nine months ended March 31, 2020, respectively . The non-controlling interest recorded as a reduction of net income available to common stockholders in the condensed consolidated statements of comprehensive income represents RCP’s distributive share. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 12 – FAIR VALUE MEASUREMENT The accounting guidance for fair value, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The fair value measurement level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost); and Income approach: Techniques to convert future amounts to a single present amount based upon market expectations, including present value techniques, option-pricing, and excess earning models. Items Measured at Fair Value on a Recurring Basis The following table sets forth the Company’s financial assets (liabilities) measured at fair value on a recurring basis: (In thousands) Fair Value Measurements as of March 31, 2021 Level 3 Total Contingent consideration $ ( 7,263 ) $ ( 7,263 ) Interest rate swap contracts (derivatives) ( 42 ) ( 42 ) Fair Value Measurements as of June 30, 2020 Level 3 Total Contingent consideration $ ( 4,940 ) $ ( 4,940 ) Interest rate swap contracts (derivatives) $ 600 $ 600 The following table provides a reconciliation of the financial assets (liabilities) measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Interest rate swap contracts Balance as of June 30, 2019 $ ( 375 ) $ — Increase related to accounting for acquisitions ( 3,140 ) — Contingent consideration paid 327 — Change in fair value ( 1,752 ) 600 Balance as of June 30, 2020 $ ( 4,940 ) $ 600 Contingent consideration paid 2,027 — Change in fair value ( 4,350 ) ( 642 ) Balance as of March 31, 2021 $ ( 7,263 ) $ ( 42 ) The Company has contingent obligations to transfer cash payments and equity shares to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over the next four fiscal years. Contingent consideration is measured quarterly at fair value, and any change in the fair value of the contingent liability is included in the condensed consolidated statements of comprehensive income. The change in the current period fair value is principally attributable to a net increase in management’s estimates of future earn-out payments through the remainder of the earn-out periods. The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in assumptions and operating results could have a significant impact on the earn-out amount, up to a maximum of $ 8,473 through earn-out periods measured through January 2023, although there are no maximums on certain earn-out payments. For contingent consideration the following table provides quantitative information about the significant unobservable inputs used in fair value measurement: (In thousands) Fair Value Valuation Methodology Unobservable Inputs Contingent consideration $ ( 7,263 ) Discounted cash flows Actual and projected EBITDA over three-year earnout period > $ 9,000 Risk adjusted discount rate 18 % Derivative instruments are carried at fair value on the condensed consolidated balance sheets. Interest rate swap contracts are included in other current liabilities on March 31, 2021 and in deposits and other assets on June 30, 2020. Fair Value of Financial Instruments The carrying values of the Company’s cash equivalents, receivables, contract assets, accounts payable, commissions payable, accrued expenses, and the income tax receivable and payable approximate the fair values due to the relatively short maturities of these instruments. The carrying value of the Company’s Revolving Credit Facility and notes payable would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES For the three and nine months ended March 31, 2021 and 2020, respectively, the Company’s income tax expense is composed of the following: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2021 2020 2021 2020 Current income tax expense $ 1,722 $ 923 $ 4,627 $ 3,387 Deferred income tax benefit ( 746 ) ( 821 ) ( 1,172 ) ( 1,537 ) Income tax expense $ 976 $ 102 $ 3,455 $ 1,850 The Company’s effective tax rates, prior to discrete items for the three and nine months ended March 31, 2021 and 2020, are higher than the U.S. federal statutory rates primarily due to earnings in foreign operations and state taxes. The effective tax rate post discrete items was 16.2 % and 22.1 % for the three and nine months ended March 31, 2021, respectively. The three months' effective tax rate was lower than the U.S. federal statutory rate, while the nine months' effective tax rate was higher than the U.S. federal statutory rate. For the three months ended March 31, 2021, recognition of non-taxable gain from PPP Loan forgiveness reduced the effective tax rate. For the nine months ended March 31, 2021, earnings in foreign operations and state taxes increased the effective tax rate. The Company does not have any uncertain tax positions. The Company and its wholly-owned U.S. subsidiaries file a consolidated Federal income tax return. The Company also files unitary or separate returns in various state, local, and non-U.S. jurisdictions based on state, local and non-U.S. filing requirements. The tax years which remain subject to examination by U.S. authorities are the years ended June 30, 2018 through June 30, 2020 . Tax years which remain subject to examination by state authorities are the years ended June 30, 2016 through June 30, 2020 . Tax years which remain subject to examination by non-U.S. authorities are the periods ended June 30, 2016 through June 30, 2020 . Occasionally acquired entities have tax years that differ from the Company and are still open under the relevant statute of limitations and therefore are subject to potential adjustment. The Company is no longer under examination by the US Internal Revenue Service for the fiscal year 2018. During the quarter ended December 31, 2020, the Company was formally notified that the audit had been closed with the Internal Revenue Service and that no adjustments were assessed. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | NOTE 14 – SHARE-BASED COMPENSATION The Company has two stock-based plans: the 2005 Stock Incentive Plan and the 2012 Stock Option and Performance Award Plan. Each plan authorizes the granting of up to 5,000,000 shares of the Company’s common stock. The plans provide for the grant of stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance shares and performance units. Restricted stock awards and units are equivalent to one share of common stock and generally vest after three years . The Company does not plan to make additional grants under the 2005 Stock Incentive Plan. Restricted Stock Awards Related to restricted stock awards, the Company recognized share-based compensation expense related to restricted stock awards of $ 292 and $ 759 for the three and nine months ended March 31, 2021, respectively and $ 298 and $ 868 for the three and nine months ended March 31, 2020, respectively. As of March 31, 2021, there was $ 1,908 of total unrecognized share-based compensation cost for restricted stock awards. Such costs are expected to be recognized over a weighted average period of approximately 1.95 years . The following table summarizes restricted stock award activity under the plans: Number of Weighted Average Unvested balance as of June 30, 2020 755,872 $ 5.07 Vested ( 213,326 ) 4.94 Granted 243,009 5.06 Forfeited ( 73,894 ) 5.09 Unvested balance as of March 31, 2021 711,661 $ 5.10 Stock Options Stock options are granted at exercise prices equal to the fair value of the common stock at the date of the grant and have a term of ten years . Generally, grants under each plan vest 20 % annually over a five-year period from the date of grant. The Company recognized share-based compensation expense related to stock options of $ 11 and $ 15 for the three and nine months ended March 31, 2021, respectively and $ 112 and $ 438 for the three and nine months ended March 31, 2020, respectively. The aggregate intrinsic value of options exercised was $ 1,124 and $ 1,539 for the three and nine months ended March 31, 2021, respectively and $ 132 and $ 719 for the three and nine months ended March 31, 2020, respectively. As of March 31, 2021, there was $ 25 of total unrecognized share-based compensation cost for stock options. Such costs are expected to be recognized over a weighted average period of approximately 0.83 years . The following table summarizes stock option activity under the plans: Number of Weighted Weighted Aggregate Outstanding as of June 30, 2020 1,995,368 $ 3.46 3.75 $ 1,653 Exercised ( 541,515 ) 3.45 — 1,539 Forfeited ( 50,000 ) 3.37 — — Outstanding as of March 31, 2021 1,403,853 $ 3.46 3.33 $ 4,894 Exercisable as of March 31, 2021 1,373,853 $ 3.45 3.28 $ 4,811 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved in various claims and legal actions arising in the ordinary course of business. The Company records accruals for estimated losses relating to claims and lawsuits when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. Legal expenses are expensed as incurred. There are no potentially material legal proceedings as of March 31, 2021. Contingent Consideration and Earn-out Payments The Company’s agreements with respect to previous acquisitions contain future consideration provisions, which provide for the selling equity owners to receive additional consideration if specified operating objectives and financial results are achieved in future periods. Earn-out payments are generally due annually on November 1st and 90 days following the quarter of the final earn-out period for each respective acquisition. The following table represents the estimated discounted earn-out payments to be paid in each of the following fiscal years: 2021 2022 2023 2024 Total Earn-out payments: Cash $ 100 $ 2,219 $ 1,856 $ 3,088 $ 7,263 Total estimated earn-out payments $ 100 $ 2,219 $ 1,856 $ 3,088 $ 7,263 |
Operating and Geographic Segmen
Operating and Geographic Segment Information | 9 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating and Geographic Segment Information | NOTE 16 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker or decision-making group in making decisions regarding allocation of resources and assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has two operating and reportable segments: United States and Canada. The Company evaluates the performance of the segments primarily based on their respective revenues and income from operations. In addition, the Company includes the costs of the Company’s executives, board of directors, professional services, such as legal and consulting, amortization of intangible assets, and certain other corporate costs associated with operating as a public company as Corporate. As of and for Three Months Ended March 31, 2021 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Income (loss) from operations 9,176 3,280 ( 7,008 ) 5,448 Other income 136 159 294 589 Income (loss) before income taxes 9,312 3,439 ( 6,714 ) 6,037 Depreciation and amortization 949 700 2,525 4,174 Property, technology, and equipment, net 11,380 10,538 — 21,918 Goodwill 50,801 21,497 — 72,298 As of and for Three Months Ended March 31, 2020 (In thousands) Revenues $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Income (loss) from operations 3,540 1,829 ( 4,664 ) 705 Other income (expense) 113 145 ( 735 ) ( 477 ) Income (loss) before income taxes 3,653 1,974 ( 5,399 ) 228 Depreciation and amortization 1,200 589 2,493 4,282 Property, technology, and equipment, net 13,979 5,705 — 19,684 Goodwill 50,680 21,398 — 72,078 As of and for Nine Months Ended March 31, 2021 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Income (loss) from operations 24,671 8,807 ( 17,217 ) 16,261 Other income (expense) 628 ( 123 ) ( 1,133 ) ( 628 ) Income (loss) before income taxes 25,299 8,684 ( 18,350 ) 15,633 Depreciation and amortization 3,026 1,787 7,605 12,418 Property, technology, and equipment, net 11,380 10,538 — 21,918 Goodwill 50,801 21,497 — 72,298 As of and for Nine Months Ended March 31, 2020 (In thousands) Revenues $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 Income (loss) from operations 17,300 6,410 ( 13,987 ) 9,723 Other income (expense) 183 101 ( 2,020 ) ( 1,736 ) Income (loss) before income taxes 17,483 6,511 ( 16,007 ) 7,987 Depreciation and amortization 3,208 1,478 7,727 12,413 Property, technology, and equipment, net 13,979 5,705 — 19,684 Goodwill 50,680 21,398 — 72,078 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Guidance Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) and subsequent amendments to the initial guidance: ASU 2021-01, which provides temporary optional expedients and exceptions to the current guidance on contract modifications to ease the financial reporting burdens related to the expected market transition from London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. As of March 31, 2021, the Company has not utilized any of the expedients discussed within this ASU, however, it continues to assess its agreements to determine if LIBOR is included and if the expedients would be utilized through the allowed period of December 31, 2022. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, 2019-04, 2019-05, and 2020-03 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 is effective for the Company in the first quarter of fiscal year 2024. The Company is currently evaluating the impact of the standard on its consolidated financial statements and disclosures. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Guidance In August 2018, the FASB issued ASU 2018-15 (Subtopic 350-40), Intangibles—Goodwill and Other—Internal-Use Software— Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This ASU aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software. The Company adopted this standard on July 1, 2020 . The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements. The Company adopted this standard on July 1, 2020 . The adoption of this standard did not have a material impact on the Company's consolidated financial statements. |
Principles of Consolidation | a) Principles of Consolidation The condensed consolidated financial statements include the accounts of Radiant Logistics, Inc. and its wholly-owned subsidiaries as well as a single variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 40 % owned by Radiant Global Logistics, Inc. (“RGL”) and 60 % owned by Radiant Capital Partners, LLC (“RCP”, see Note 11), an entity owned by the Company’s Chief Executive Officer. All significant intercompany balances and transactions have been eliminated. Non-controlling interest in the condensed consolidated balance sheets represents RCP’s proportionate share of equity in RLP. Net income (loss) of non-wholly owned consolidated subsidiaries or variable interest entities is allocated to the Company and the holder(s) of the non-controlling interest in proportion to their percentage ownership. |
Use of Estimates | b) Use of Estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results reported in future periods may be based upon amounts that could differ from these estimates due to the inherent uncertainty involved in making estimates and risks and uncertainties, including uncertainty in the current economic environment due to COVID-19. |
Cash and Cash Equivalents | c) Cash and Cash Equivalents The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Cash equivalents consist of highly liquid investments with original maturities of three months or less. |
Accounts Receivable | d) Accounts Receivable The Company’s receivables are recorded when billed and represent amounts owed by third-party customers, as well as amounts owed by strategic operating partners. 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 an allowance for doubtful accounts to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The allowance for doubtful accounts is determined from the analysis of the aging of the accounts receivable, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently owned strategic operating partner locations operating under various Company brands. Each strategic operating partner is responsible for some or all of the collection of the accounts related to the underlying customers being serviced by such strategic operating partner. To facilitate this arrangement, based on contractual agreements, certain strategic operating partners are required to maintain a bad debt reserve in the form of a security deposit with the Company. The Company charges each strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days along with any other amounts owed to the Company by strategic operating partners. However, the bad debt reserve account may carry a deficit balance when amounts charged to this reserve account exceed amounts otherwise available. In these circumstances, a deficit bad debt reserve account is recognized as a receivable in the Company’s condensed consolidated financial statements. Some strategic operating partners are not required to establish a bad debt reserve; however, they are still responsible to make up for any deficits and the Company may withhold all or a portion of future commissions payable to the strategic operating partner to satisfy any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve accounts. The Company expects to replenish these funds through the future business operations of these strategic operating partners or as their customers satisfy the amounts payable to the Company. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amounts and generally would reserve for them. |
Property, Technology, and Equipment | e) Property, Technology, and Equipment Property, technology, and equipment is stated at cost, less accumulated depreciation, and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are expensed as incurred. Major renewals and improvements are capitalized. |
Goodwill | f) Goodwill Goodwill represents the excess acquisition cost of an acquired entity over the estimated fair values assigned to the net tangible and identifiable intangible assets acquired. The Company performs its annual goodwill impairment test as of April 1 of each year or more frequently if facts or circumstances indicate that the carrying amount may not be recoverable. Based on the most recent annual impairment test, there was no impairment. An entity has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount prior to performing a quantitative impairment test. The qualitative assessment evaluates various factors, such as macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact the fair value of the reporting unit. If it is determined that the estimated fair value of the reporting unit is more-likely-than-not less than its carrying amount, including goodwill, a quantitative assessment is required. Otherwise, no further analysis is required. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. |
Long-Lived Assets | g) Long-Lived Assets Long-lived assets, such as property, technology, and equipment and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist. No impairment losses of long-lived assets were recorded during the nine months ended March 31, 2021 and 2020. Intangible assets consist of customer related intangible assets, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangible assets are amortized using the straight-line method over a period of up to ten years , trademarks and trade names are amortized using the straight-line method over 15 years , and non-compete agreements are amortized using the straight-line method over the term of the underlying agreements. |
Business Combinations | h) Business Combinations The Company accounts for business acquisitions using the acquisition method as required by FASB ASC Topic 805, Business Combinations. The assets acquired and liabilities assumed in business combinations, including identifiable intangible assets, are recorded based upon their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired is recorded as goodwill. Acquisition expenses are expensed as incurred. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, the estimates are inherently uncertain and subject to refinement. The fair values of intangible assets are generally estimated using a discounted cash flow approach with Level 3 inputs. The estimate of fair value of an intangible asset is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company generally uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions. For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is generally estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by acquired companies using Level 3 inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the condensed consolidated statements of comprehensive income. Amounts are generally due annually on November 1 st and 90 days following the quarter of the final earn-out period of each respective acquisition. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the condensed consolidated statements of comprehensive income. |
Revenue Recognition | i) Revenue Recognition The Company’s revenues are primarily from transportation services, which includes providing for the arrangement of freight, both domestically and internationally, through modes of transportations, such as air freight, ocean freight, truckload, less than truckload and intermodal. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 45 days from the date of invoice. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s destination. The transportation services, including certain ancillary services, such as loading/unloading, freight insurance and customs clearance, that are provided to the customer represent a single performance obligation as these promises aren’t distinct in the context of the contract. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determination of the transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The Company also provides materials management and distribution (“MM&D”) services for its customers under contracts generally ranging from a few months to five years and include renewal provisions. These MM&D service contracts provide for inventory management, order fulfilment and warehousing of the Customer’s product and arrangement of transportation of the customer’s product. The Company’s performance obligations are satisfied over time as the customers simultaneously receive and consume the services provided by the Company as they are performed. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized over time based on the level of activity volume. Other services include primarily customs house brokerage (“CHB”) services sold on a standalone basis as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue. The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the condensed consolidated statements of comprehensive income. A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition for the three and nine months ended March 31, 2021 and 2020 are as follows: Three Months Ended March 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 201,854 $ 26,611 $ ( 125 ) $ 228,340 Value-added services (1) 2,182 6,010 — 8,192 Total $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Timing of Revenue Recognition: Services transferred over time $ 203,412 $ 32,621 $ ( 125 ) $ 235,908 Services transferred at a point in time 624 — — 624 Total $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Nine Months Ended March 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 543,078 $ 67,588 $ ( 369 ) $ 610,297 Value-added services (1) 6,224 14,693 — 20,917 Total $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Timing of Revenue Recognition: Services transferred over time $ 547,672 $ 82,281 $ ( 369 ) $ 629,584 Services transferred at a point in time 1,630 — — 1,630 Total $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Three Months Ended March 31, 2020 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 148,941 $ 21,217 $ ( 123 ) $ 170,035 Value-added services (1) 3,290 3,896 — 7,186 Total $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Timing of Revenue Recognition: Services transferred over time $ 151,587 $ 25,113 $ ( 123 ) $ 176,577 Services transferred at a point in time 644 — — 644 Total $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Nine Months Ended March 31, 2020 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 492,567 $ 63,402 $ ( 508 ) $ 555,461 Value-added services (1) 11,642 12,588 — 24,230 Total $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 Timing of Revenue Recognition: Services transferred over time $ 501,814 $ 75,990 $ ( 508 ) $ 577,296 Services transferred at a point in time 2,395 — — 2,395 Total $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 (1) Value-added services include MM&D, CHB, and other services. Practical Expedients The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its transportation customers have an expected duration of one year or less. For the performance obligation to transfer MM&D services in contracts with customers, revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date. The Company also applies the practical expedient that permits the recognition of employee sales commissions related to transportation services as an expense when incurred since the amortization period of such costs is less than one year. These costs are included in the condensed consolidated statements of comprehensive income. Contract Assets Contract assets represent amounts for which the Company has the right to consideration for the services provided while a shipment is still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable. Operating Partner Commissions The Company enters into contractual arrangements with independent agents that operate, on behalf of the Company, an office in a specific location that engages primarily in arranging, domestic and international, transportation services. In return, the independent agent is compensated through the payment of sales commissions, which are based on individual shipments. The Company accrues the independent agent’s commission obligation ratably as the goods are transferred to the customer. |
Defined Contribution Savings Plans | j) Defined Contribution Savings Plans The Company has an employee savings plan under which the Company provides safe harbor matching contributions. The Company’s contributions under the plan were $ 389 and $ 964 for the three and nine months ended March 31, 2021, respectively and $ 377 and $ 989 for the three and nine months ended March 31, 2020, respectively . |
Income Taxes | k) Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company records a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. |
Share-Based Compensation | l) Share-Based Compensation The Company grants restricted stock awards, restricted stock units and stock options to certain directors, officers, and employees. The Company accounts for share-based compensation as equity awards such that compensation cost is measured at the grant date based on the fair value of the award and is expensed ratably over the vesting period. The fair value of restricted stock is the market price as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. Share-based compensation expense is reflected in the condensed consolidated statements of comprehensive income as part of personnel costs. |
Basic and Diluted Income per Share Allocable to Common Stockholders | m) Basic and Diluted Income per Share Allocable to Common Stockholders Basic income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding. Diluted income per common share is computed by dividing net income allocable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the potential common shares, such as restricted stock awards and stock options, had been issued and were considered dilutive. |
Foreign Currency Translation | n) Foreign Currency Translation For the Company’s foreign subsidiaries that prepare financial statements in currencies other than US dollars, the local currency is the functional currency. All assets and liabilities are translated at period-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive (loss) income. Gains and losses on transactions of monetary items denominated in a foreign currency are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. |
Leases | o) Leases The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liability; and operating lease liability, net of current portion in our condensed consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology, and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Annually, we perform an impairment analysis on ROU assets, and as of June 30, 2020, there was no material impairment to ROU assets. The Company’s agreements with lease and non-lease components, are all each accounted for as a single lease component. For leases with an initial term of twelve months or less, the Company elected the exemption from recording right of use assets and lease liabilities for all leases that qualify, and records rent expense on a straight-line basis over the lease term. Expenses for these short-term leases for the three and nine months ended March 31, 2021 and 2020 are immaterial. Certain leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. We exclude variable payments from lease ROU assets and lease liabilities, to the extent not considered fixed, and instead expense as incurred. Variable lease costs for the three and nine months ended March 31, 2021 and 2020 are immaterial. |
Derivatives | p) Derivatives Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash flow hedges, gains and losses are initially reported as a component of other comprehensive income and subsequently recognized in earnings with the corresponding hedged item. Gains and losses representing hedge components excluded from the assessment of effectiveness are recognized in earnings. As of March 31, 2021 , the Company does no t have any derivatives designated as hedges. For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are recognized in other income (expense) in the condensed consolidated statements of comprehensive income. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Gross Revenues by Major Service Lines and Geographic Markets and Timing of Revenue Recognition | A summary of the Company’s gross revenues disaggregated by major service lines and geographic markets (reportable segments), and timing of revenue recognition for the three and nine months ended March 31, 2021 and 2020 are as follows: Three Months Ended March 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 201,854 $ 26,611 $ ( 125 ) $ 228,340 Value-added services (1) 2,182 6,010 — 8,192 Total $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Timing of Revenue Recognition: Services transferred over time $ 203,412 $ 32,621 $ ( 125 ) $ 235,908 Services transferred at a point in time 624 — — 624 Total $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Nine Months Ended March 31, 2021 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 543,078 $ 67,588 $ ( 369 ) $ 610,297 Value-added services (1) 6,224 14,693 — 20,917 Total $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Timing of Revenue Recognition: Services transferred over time $ 547,672 $ 82,281 $ ( 369 ) $ 629,584 Services transferred at a point in time 1,630 — — 1,630 Total $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Three Months Ended March 31, 2020 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 148,941 $ 21,217 $ ( 123 ) $ 170,035 Value-added services (1) 3,290 3,896 — 7,186 Total $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Timing of Revenue Recognition: Services transferred over time $ 151,587 $ 25,113 $ ( 123 ) $ 176,577 Services transferred at a point in time 644 — — 644 Total $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Nine Months Ended March 31, 2020 (In thousands) United States Canada Corporate/ Eliminations Total Major Service Lines: Transportation services $ 492,567 $ 63,402 $ ( 508 ) $ 555,461 Value-added services (1) 11,642 12,588 — 24,230 Total $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 Timing of Revenue Recognition: Services transferred over time $ 501,814 $ 75,990 $ ( 508 ) $ 577,296 Services transferred at a point in time 2,395 — — 2,395 Total $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 (1) Value-added services include MM&D, CHB, and other services. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computations of the Numerator and Denominator of Basic and Diluted Income Per Share | The computations of the numerator and denominator of basic and diluted income per share are as follows: Three Months Ended March 31, Nine Months Ended March 31, (In thousands, except share data) 2021 2020 2021 2020 Numerator: Net income attributable to Radiant Logistics, Inc. $ 4,984 $ 53 $ 11,884 $ 5,875 Denominator: Weighted average common shares outstanding, basic 50,034,950 49,577,370 49,807,932 49,667,243 Dilutive effect of share-based awards 1,324,491 1,397,624 1,323,874 1,599,105 Weighted average common shares outstanding, diluted 51,359,441 50,974,994 51,131,806 51,266,348 Potentially dilutive common shares excluded 35,000 318,116 153,577 320,525 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: Three Months Ended Nine Months Ended March 31, March 31, (In thousands) 2021 2020 2021 2020 Operating: Operating lease cost $ 1,987 $ 1,775 $ 5,503 $ 5,465 Financing: Amortization of leased assets 155 153 459 466 Interest on lease liabilities 33 41 105 131 Total finance lease cost $ 188 $ 194 $ 564 $ 597 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: (In thousands) Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows arising from operating leases $ 5,598 $ 5,484 Operating cash flows arising from finance leases 107 128 Financing cash flows arising from finance leases 531 497 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 17,920 $ 1,163 Finance leases 38 26 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: March 31, June 30, (In thousands) 2021 2020 Operating lease: Operating lease right-of-use assets $ 25,722 $ 12,580 Current portion of operating lease liability 6,429 6,121 Operating lease liability, net of current portion 20,080 7,192 Total operating lease liabilities $ 26,509 $ 13,313 Finance lease: Property, technology, and equipment, net $ 2,831 $ 3,254 Current portion of finance lease liability 739 688 Finance lease liability, net of current portion 1,988 2,476 Total finance lease liabilities $ 2,727 $ 3,164 Weighted average remaining lease term: Operating leases 5.9 years 2.9 years Finance leases 4.6 years 5.0 years Weighted average discount rate: Operating leases 3.83 % 3.22 % Finance leases 4.78 % 4.52 % |
Maturities of Lease Liabilities | As of March 31, 2021, maturities of lease liabilities for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) Operating Finance 2021 (remaining) $ 1,794 $ 213 2022 7,098 841 2023 4,312 648 2024 3,635 573 2025 3,625 541 Thereafter 8,351 176 Total lease payments 28,815 2,992 Less imputed interest ( 2,306 ) ( 265 ) Total lease liability $ 26,509 $ 2,727 |
Property, Technology, and Equ_2
Property, Technology, and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Technology, and Equipment | March 31, June 30, (In thousands) Useful Life 2021 2020 Computer software 3 - 5 years $ 23,797 $ 21,884 Trailers and related equipment 3 - 15 years 7,030 6,733 Office and warehouse equipment 3 - 15 years 7,663 3,980 Leasehold improvements (1) 4,252 3,799 Computer equipment 3 - 5 years 3,638 3,054 Furniture and fixtures 3 - 15 years 1,208 1,017 47,588 40,467 Less: accumulated depreciation and amortization ( 25,670 ) ( 21,755 ) $ 21,918 $ 18,712 (1) The cost is amortized over the shorter of the lease term or useful life. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The table below reflects the changes in the carrying amount of goodwill for the nine months ended March 31, 2021: (In thousands) Total Balance as of June 30, 2020 $ 72,199 Foreign currency translation loss 99 Balance as of March 31, 2021 $ 72,298 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of March 31, 2021 and June 30, 2020, respectively: March 31, 2021 (In thousands) Weighted Gross Accumulated Net Customer related 4.4 years $ 102,346 $ ( 68,026 ) $ 34,320 Trade names and trademarks 8.9 years 15,034 ( 6,056 ) 8,978 Covenants not to compete 3.6 years 1,433 ( 989 ) 444 $ 118,813 $ ( 75,071 ) $ 43,742 June 30, 2020 (In thousands) Weighted Gross Accumulated Net Customer related 5.1 years $ 102,153 $ ( 61,227 ) $ 40,926 Trade names and trademarks 9.6 years 14,977 ( 5,268 ) 9,709 Covenants not to compete 4.3 years 1,433 ( 876 ) 557 $ 118,563 $ ( 67,371 ) $ 51,192 |
Schedule of Future Amortization Expense | Future amortization expense for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2021 (remaining) $ 2,521 2022 9,555 2023 9,077 2024 8,701 2025 6,710 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: March 31, June 30, (In thousands) 2021 2020 Revolving Credit Facility $ 10,269 $ 30,000 Senior Secured Loans 14,564 16,302 Other debt 4,521 5,925 Unamortized debt issuance costs ( 272 ) ( 336 ) Total notes payable 29,082 51,891 Less: current portion ( 4,316 ) ( 3,800 ) Total notes payable, net of current portion $ 24,766 $ 48,091 |
Schedule of Maturities of Notes Payable | Future maturities of notes payable for each of the next five fiscal years ending June 30 are as follows: (In thousands) 2021 (remaining) $ 1,052 2022 8,910 2023 4,689 2024 4,434 2025 10,269 $ 29,354 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets (Liabilities) Measured at Fair Value on Recurring Basis | Items Measured at Fair Value on a Recurring Basis The following table sets forth the Company’s financial assets (liabilities) measured at fair value on a recurring basis: (In thousands) Fair Value Measurements as of March 31, 2021 Level 3 Total Contingent consideration $ ( 7,263 ) $ ( 7,263 ) Interest rate swap contracts (derivatives) ( 42 ) ( 42 ) Fair Value Measurements as of June 30, 2020 Level 3 Total Contingent consideration $ ( 4,940 ) $ ( 4,940 ) Interest rate swap contracts (derivatives) $ 600 $ 600 |
Fair Value of Assets (Liabilities) Measured on Recurring Basis Unobservable Input Reconciliation | The following table provides a reconciliation of the financial assets (liabilities) measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Interest rate swap contracts Balance as of June 30, 2019 $ ( 375 ) $ — Increase related to accounting for acquisitions ( 3,140 ) — Contingent consideration paid 327 — Change in fair value ( 1,752 ) 600 Balance as of June 30, 2020 $ ( 4,940 ) $ 600 Contingent consideration paid 2,027 — Change in fair value ( 4,350 ) ( 642 ) Balance as of March 31, 2021 $ ( 7,263 ) $ ( 42 ) |
Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration | For contingent consideration the following table provides quantitative information about the significant unobservable inputs used in fair value measurement: (In thousands) Fair Value Valuation Methodology Unobservable Inputs Contingent consideration $ ( 7,263 ) Discounted cash flows Actual and projected EBITDA over three-year earnout period > $ 9,000 Risk adjusted discount rate 18 % |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | For the three and nine months ended March 31, 2021 and 2020, respectively, the Company’s income tax expense is composed of the following: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2021 2020 2021 2020 Current income tax expense $ 1,722 $ 923 $ 4,627 $ 3,387 Deferred income tax benefit ( 746 ) ( 821 ) ( 1,172 ) ( 1,537 ) Income tax expense $ 976 $ 102 $ 3,455 $ 1,850 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-Based Compensation Restricted Stock Activity | The following table summarizes restricted stock award activity under the plans: Number of Weighted Average Unvested balance as of June 30, 2020 755,872 $ 5.07 Vested ( 213,326 ) 4.94 Granted 243,009 5.06 Forfeited ( 73,894 ) 5.09 Unvested balance as of March 31, 2021 711,661 $ 5.10 |
Schedule of Share-Based Compensation Stock Options Activity | The following table summarizes stock option activity under the plans: Number of Weighted Weighted Aggregate Outstanding as of June 30, 2020 1,995,368 $ 3.46 3.75 $ 1,653 Exercised ( 541,515 ) 3.45 — 1,539 Forfeited ( 50,000 ) 3.37 — — Outstanding as of March 31, 2021 1,403,853 $ 3.46 3.33 $ 4,894 Exercisable as of March 31, 2021 1,373,853 $ 3.45 3.28 $ 4,811 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Potential Earn-Out Payments | The following table represents the estimated discounted earn-out payments to be paid in each of the following fiscal years: 2021 2022 2023 2024 Total Earn-out payments: Cash $ 100 $ 2,219 $ 1,856 $ 3,088 $ 7,263 Total estimated earn-out payments $ 100 $ 2,219 $ 1,856 $ 3,088 $ 7,263 |
Operating and Geographic Segm_2
Operating and Geographic Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | The Company evaluates the performance of the segments primarily based on their respective revenues and income from operations. In addition, the Company includes the costs of the Company’s executives, board of directors, professional services, such as legal and consulting, amortization of intangible assets, and certain other corporate costs associated with operating as a public company as Corporate. As of and for Three Months Ended March 31, 2021 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 204,036 $ 32,621 $ ( 125 ) $ 236,532 Income (loss) from operations 9,176 3,280 ( 7,008 ) 5,448 Other income 136 159 294 589 Income (loss) before income taxes 9,312 3,439 ( 6,714 ) 6,037 Depreciation and amortization 949 700 2,525 4,174 Property, technology, and equipment, net 11,380 10,538 — 21,918 Goodwill 50,801 21,497 — 72,298 As of and for Three Months Ended March 31, 2020 (In thousands) Revenues $ 152,231 $ 25,113 $ ( 123 ) $ 177,221 Income (loss) from operations 3,540 1,829 ( 4,664 ) 705 Other income (expense) 113 145 ( 735 ) ( 477 ) Income (loss) before income taxes 3,653 1,974 ( 5,399 ) 228 Depreciation and amortization 1,200 589 2,493 4,282 Property, technology, and equipment, net 13,979 5,705 — 19,684 Goodwill 50,680 21,398 — 72,078 As of and for Nine Months Ended March 31, 2021 Corporate/ (In thousands) United States Canada Eliminations Total Revenues $ 549,302 $ 82,281 $ ( 369 ) $ 631,214 Income (loss) from operations 24,671 8,807 ( 17,217 ) 16,261 Other income (expense) 628 ( 123 ) ( 1,133 ) ( 628 ) Income (loss) before income taxes 25,299 8,684 ( 18,350 ) 15,633 Depreciation and amortization 3,026 1,787 7,605 12,418 Property, technology, and equipment, net 11,380 10,538 — 21,918 Goodwill 50,801 21,497 — 72,298 As of and for Nine Months Ended March 31, 2020 (In thousands) Revenues $ 504,209 $ 75,990 $ ( 508 ) $ 579,691 Income (loss) from operations 17,300 6,410 ( 13,987 ) 9,723 Other income (expense) 183 101 ( 2,020 ) ( 1,736 ) Income (loss) before income taxes 17,483 6,511 ( 16,007 ) 7,987 Depreciation and amortization 3,208 1,478 7,727 12,413 Property, technology, and equipment, net 13,979 5,705 — 19,684 Goodwill 50,680 21,398 — 72,078 |
The Company and Basis of Pres_2
The Company and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Mar. 31, 2021OfficeLocation | |
Business Combinations [Abstract] | |
Number of operating locations | Location | 100 |
Number of owned offices | Office | 20 |
Recent Accounting Guidance - Ad
Recent Accounting Guidance - Additional Information (Detail) | Mar. 31, 2021 |
Accounting Standards Update 2018-15 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jul. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Accounting Standards Update 2018-13 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jul. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Goodwill impairment | $ 0 | $ 0 | ||
Long-lived asset impairment charges | $ 0 | $ 0 | ||
Revenue, practical expedient, nondisclosure of transaction price allocation to performance obligation description | true | |||
Practical expedient, employee sales commissions when incurred, amortization period less than one year | true | |||
Defined contribution plan, contributions by employer | 389,000 | $ 377,000 | $ 964,000 | $ 989,000 |
Derivative instruments designated as hedges | $ 0 | $ 0 | ||
Trademarks and Trade Names | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangibles assets, useful life | 15 years | |||
Maximum | Long-term Contract with Customer | Materials Management and Distribution Services | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Contract with customer, term | 5 years | |||
Maximum | Customer-Related Intangible Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangibles assets, useful life | 10 years | |||
Radiant Logistics Partners LLC | Radiant Global Logistics, Inc. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity method investment, ownership percentage | 40.00% | 40.00% | ||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity method investment, ownership percentage | 60.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Gross Revenues by Major Service Lines and Geographic Markets and Timing of Revenue Recognition (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 236,532 | $ 177,221 | $ 631,214 | $ 579,691 |
Transportation Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 228,340 | 170,035 | 610,297 | 555,461 |
Value Added Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 8,192 | 7,186 | 20,917 | 24,230 |
Services Transferred over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 235,908 | 176,577 | 629,584 | 577,296 |
Services Transferred at a Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 624 | 644 | 1,630 | 2,395 |
Operating Segments | United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 204,036 | 152,231 | 549,302 | 504,209 |
Operating Segments | United States | Transportation Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 201,854 | 148,941 | 543,078 | 492,567 |
Operating Segments | United States | Value Added Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 2,182 | 3,290 | 6,224 | 11,642 |
Operating Segments | United States | Services Transferred over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 203,412 | 151,587 | 547,672 | 501,814 |
Operating Segments | United States | Services Transferred at a Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 624 | 644 | 1,630 | 2,395 |
Operating Segments | Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 32,621 | 25,113 | 82,281 | 75,990 |
Operating Segments | Canada | Transportation Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 26,611 | 21,217 | 67,588 | 63,402 |
Operating Segments | Canada | Value Added Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 6,010 | 3,896 | 14,693 | 12,588 |
Operating Segments | Canada | Services Transferred over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 32,621 | 25,113 | 82,281 | 75,990 |
Corporate/Eliminations | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | (125) | (123) | (369) | (508) |
Corporate/Eliminations | Transportation Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | (125) | (123) | (369) | (508) |
Corporate/Eliminations | Services Transferred over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ (125) | $ (123) | $ (369) | $ (508) |
Earnings Per Share - Computatio
Earnings Per Share - Computations of the Numerator and Denominator of Basic and Diluted Income Per Share (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||||
Net income attributable to Radiant Logistics, Inc. | $ 4,984 | $ 53 | $ 11,884 | $ 5,875 |
Denominator: | ||||
Weighted average common shares outstanding, basic | 50,034,950 | 49,577,370 | 49,807,932 | 49,667,243 |
Dilutive effect of share-based awards | 1,324,491 | 1,397,624 | 1,323,874 | 1,599,105 |
Weighted average common shares outstanding, diluted | 51,359,441 | 50,974,994 | 51,131,806 | 51,266,348 |
Potentially dilutive common shares excluded | 35,000 | 318,116 | 153,577 | 320,525 |
Leases - Additional Information
Leases - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | |
Leases [Line Items] | |||
Lease term expiration month and year | 2032-04 | ||
Office Space | Renton, Washington | |||
Leases [Line Items] | |||
Lease term | 11 years | ||
Office Space | Bellevue, Washington | |||
Leases [Line Items] | |||
Lease term expiration month and year | 2021-05 | ||
warehouse space | Bolton, Ontario | |||
Leases [Line Items] | |||
Lease term expiration month and year | 2021-03 | ||
Lease term | 7 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Operating: | ||||
Operating lease cost | $ 1,987 | $ 1,775 | $ 5,503 | $ 5,465 |
Financing: | ||||
Amortization of leased assets | 155 | 153 | 459 | 466 |
Interest on lease liabilities | 33 | 41 | 105 | 131 |
Total finance lease cost | $ 188 | $ 194 | $ 564 | $ 597 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows arising from operating leases | $ 5,598 | $ 5,484 |
Operating cash flows arising from finance leases | 107 | 128 |
Financing cash flows arising from finance leases | 531 | 497 |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Operating leases | 17,920 | 1,163 |
Finance leases | $ 38 | $ 26 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Operating lease: | ||
Operating lease right-of-use assets | $ 25,722 | $ 12,580 |
Current portion of operating lease liability | 6,429 | 6,121 |
Operating lease liability, net of current portion | 20,080 | 7,192 |
Total operating lease liabilities | 26,509 | 13,313 |
Finance lease: | ||
Property, technology, and equipment, net | $ 2,831 | $ 3,254 |
Finance lease, right-of-use asset, statement of financial position [Extensible List] | Property, technology, and equipment, net | Property, technology, and equipment, net |
Current portion of finance lease liability | $ 739 | $ 688 |
Finance lease liability, net of current portion | 1,988 | 2,476 |
Total finance lease liabilities | $ 2,727 | $ 3,164 |
Weighted average remaining lease term: | ||
Operating leases | 5 years 10 months 24 days | 2 years 10 months 24 days |
Finance leases | 4 years 7 months 6 days | 5 years |
Weighted average discount rate: | ||
Operating leases | 3.83% | 3.22% |
Finance leases | 4.78% | 4.52% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Operating lease: | ||
2021 (remaining) | $ 1,794 | |
2022 | 7,098 | |
2023 | 4,312 | |
2024 | 3,635 | |
2025 | 3,625 | |
Thereafter | 8,351 | |
Total lease payments | 28,815 | |
Less imputed interest | (2,306) | |
Total operating lease liabilities | 26,509 | $ 13,313 |
Finance lease: | ||
2021 (remaining) | 213 | |
2022 | 841 | |
2023 | 648 | |
2024 | 573 | |
2025 | 541 | |
Thereafter | 176 | |
Total lease payments | 2,992 | |
Less imputed interest | (265) | |
Total lease liability | $ 2,727 | $ 3,164 |
Property, Technology, and Equ_3
Property, Technology, and Equipment - Schedule of Property, Technology, and Equipment (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | ||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, gross | $ 47,588 | $ 40,467 | ||
Less: accumulated depreciation and amortization | (25,670) | (21,755) | ||
Property, technology, and equipment, net | 21,918 | 18,712 | $ 19,684 | |
Computer software | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, gross | $ 23,797 | 21,884 | ||
Computer software | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Computer software | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 5 years | |||
Trailers and related equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, gross | $ 7,030 | 6,733 | ||
Trailers and related equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Trailers and related equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
Office and warehouse equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, gross | $ 7,663 | 3,980 | ||
Office and warehouse equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Office and warehouse equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
Leasehold improvements | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, gross | [1] | $ 4,252 | 3,799 | |
Computer equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, gross | $ 3,638 | 3,054 | ||
Computer equipment | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Computer equipment | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 5 years | |||
Furniture and fixtures | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, gross | $ 1,208 | $ 1,017 | ||
Furniture and fixtures | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 3 years | |||
Furniture and fixtures | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Property, technology, and equipment, useful life | 15 years | |||
[1] | The cost is amortized over the shorter of the lease term or useful life. |
Property, Technology, and Equ_4
Property, Technology, and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and leasehold amortization | $ 1,651 | $ 1,792 | $ 4,820 | $ 4,695 | |
Computer software in development | 47,588 | 47,588 | $ 40,467 | ||
Software In Development | |||||
Property Plant And Equipment [Line Items] | |||||
Computer software in development | $ 822 | $ 822 | $ 174 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of June 30, 2020 | $ 72,199 |
Foreign currency translation loss | (99) |
Balance as of March 31, 2021 | $ 72,298 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | $ 0 | ||
Amortization of intangibles | $ 2,523,000 | $ 2,490,000 | $ 7,598,000 | $ 7,718,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 118,813 | $ 118,563 |
Intangible assets, accumulated amortization | 75,071 | (67,371) |
Intangible assets, net carrying amount | 43,742 | 51,192 |
Customer related | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 102,346 | 102,153 |
Intangible assets, accumulated amortization | 68,026 | (61,227) |
Intangible assets, net carrying amount | $ 34,320 | $ 40,926 |
Intangible assets, weighted-average amortization period | 4 years 4 months 24 days | 5 years 1 month 6 days |
Trademarks and Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 15,034 | $ 14,977 |
Intangible assets, accumulated amortization | 6,056 | (5,268) |
Intangible assets, net carrying amount | $ 8,978 | $ 9,709 |
Intangible assets, weighted-average amortization period | 8 years 10 months 24 days | 9 years 7 months 6 days |
Covenants not to compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | $ 1,433 | $ 1,433 |
Intangible assets, accumulated amortization | 989 | (876) |
Intangible assets, net carrying amount | $ 444 | $ 557 |
Intangible assets, weighted-average amortization period | 3 years 7 months 6 days | 4 years 3 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 (remaining) | $ 2,521 |
2022 | 9,555 |
2023 | 9,077 |
2024 | 8,701 |
2025 | $ 6,710 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Senior Secured Loans | $ 14,564 | $ 16,302 |
Other debt | 4,521 | 5,925 |
Unamortized debt issuance costs | (272) | (336) |
Total notes payable | 29,082 | 51,891 |
Less: current portion | (4,316) | (3,800) |
Total notes payable, net of current portion | 24,766 | 48,091 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | $ 10,269 | $ 30,000 |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Notes Payable (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remaining) | $ 1,052 |
2022 | 8,910 |
2023 | 4,689 |
2024 | 4,434 |
2025 | 10,269 |
Total maturities of notes payable | $ 29,354 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) $ in Thousands | Apr. 02, 2015USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021CAD ($) | Jun. 30, 2020USD ($) | May 04, 2020USD ($) | Apr. 28, 2020USD ($) | Mar. 13, 2020USD ($) | Apr. 01, 2017CAD ($) | Apr. 02, 2015CAD ($) |
Paycheck Protection Program | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility term | 2 years | 2 years | |||||||
Debt instrument interest rate | 1.00% | ||||||||
Funds borrowed | $ 5,925,000 | ||||||||
Amount of loan performed full review over before forgiving | $ 2,000,000 | ||||||||
Debt instrument deferral period description | (i) the date that Small Business Administration remits the loan forgiveness amount to the lender, or (ii) if the loan is not forgiven, ten months after the end of the 24-week loan forgiveness covered period. | (i) the date that Small Business Administration remits the loan forgiveness amount to the lender, or (ii) if the loan is not forgiven, ten months after the end of the 24-week loan forgiveness covered period. | |||||||
Forgiven loan | $ 1,414,000 | ||||||||
Debt Instrument Decrease Accrued Interest | 11,000 | ||||||||
Loan payable | $ 4,521,000 | ||||||||
Minimum | Integrated Private Debt Fund Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan prepayment prior written notice period | 30 days | 30 days | |||||||
Integrated Private Debt Fund IV LP | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, maturity date | Apr. 1, 2024 | ||||||||
Debt instrument interest rate | 6.65% | 6.65% | |||||||
Senior secured term loan | $ 29,000 | ||||||||
Interest only repayment period | 12 months | ||||||||
Deferred Tax Assets recognized in deposits and other assets | $ 600,000 | ||||||||
Debt instrument, monthly principle and interest payment | $ 390 | ||||||||
Integrated Private Debt Fund V LP | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, maturity date | Jun. 1, 2024 | Jun. 1, 2024 | |||||||
Debt instrument interest rate | 6.65% | ||||||||
Senior secured term loan | $ 10,000 | ||||||||
Debt instrument, monthly principle and interest payment | $ 149 | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit outstanding amount | $ 10,269,000 | $ 30,000,000 | |||||||
Revolving Credit Facility | Bank of America Securities, Inc. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility maximum borrowing capacity | $ 150,000,000 | ||||||||
Line of credit facility term | 5 years | 5 years | |||||||
Debt instrument, maturity date | Mar. 13, 2025 | Mar. 13, 2025 | |||||||
Line of Credit Facility interest rate description | The Revolving Credit Facility has a term of five years, matures on March 13, 2025, and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company. Borrowings under the Revolving Credit Facility accrue interest (at the Company’s option), at the Lenders’ base rate plus 1.00% or LIBOR plus 2.00% and can be subsequently adjusted based on the Company’s consolidated leverage ratio under the facility at the Lenders’ base rate plus 1.00% to 1.75% or LIBOR plus 2.00% to 2.75%. | The Revolving Credit Facility has a term of five years, matures on March 13, 2025, and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company. Borrowings under the Revolving Credit Facility accrue interest (at the Company’s option), at the Lenders’ base rate plus 1.00% or LIBOR plus 2.00% and can be subsequently adjusted based on the Company’s consolidated leverage ratio under the facility at the Lenders’ base rate plus 1.00% to 1.75% or LIBOR plus 2.00% to 2.75%. | |||||||
Debt instrument interest rate | 2.17% | ||||||||
Line of credit facility accordion feature | $ 50,000,000 | ||||||||
Line of credit maximum consolidated leverage ratio | 3 | 3 | |||||||
Line of credit minimum consolidated fixed charge coverage ratio | 1.25 | 1.25 | |||||||
Line of credit outstanding amount | $ 10,269,000 | ||||||||
Revolving Credit Facility | Bank of America Securities, Inc. [Member] | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Marginal interest | 1.00% | 1.00% | |||||||
Revolving Credit Facility | Bank of America Securities, Inc. [Member] | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Marginal interest | 1.00% | 1.00% | |||||||
Revolving Credit Facility | Bank of America Securities, Inc. [Member] | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Marginal interest | 1.75% | 1.75% | |||||||
Revolving Credit Facility | Bank of America Securities, Inc. [Member] | LIBOR Plus Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Marginal interest | 2.00% | 2.00% | |||||||
Revolving Credit Facility | Bank of America Securities, Inc. [Member] | LIBOR Plus Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Marginal interest | 2.00% | 2.00% | |||||||
Revolving Credit Facility | Bank of America Securities, Inc. [Member] | LIBOR Plus Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Marginal interest | 2.75% | 2.75% |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - Interest Rate Swap - USD ($) $ in Thousands | Apr. 01, 2020 | Mar. 20, 2020 | Mar. 31, 2021 | Jun. 30, 2020 |
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative entering date | Apr. 1, 2020 | Mar. 20, 2020 | ||
Notional amount | $ 10,000 | $ 20,000 | $ 30,000 | |
Derivative fixed interest rate | 0.5865% | 0.635% | ||
Derivative maturity date | Mar. 13, 2025 | Mar. 13, 2025 | ||
Other Current Liabilities | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Fair value | $ 42 | |||
Deposit | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 30,000 | |||
Other Assets | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Fair value | $ 600 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2020 | Mar. 31, 2021 | |
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | ||
Preferred stock, par value, per share | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value, per share | $ 0.001 | $ 0.001 | |
Common Stock | |||
Class Of Stock [Line Items] | |||
Shares authorized to repurchase under the stock repurchase program | 5,000,000 | ||
Stock repurchase program expiration date | Dec. 31, 2019 | ||
Repurchase program, common stock purchased shares | 541,049 | ||
Repurchase program, common stock purchased value at cost, average cost per share | $ 4.61 | ||
Repurchase program, common stock purchased value at cost | $ 2,496 |
Variable Interest Entity and _2
Variable Interest Entity and Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Variable Interest Entity [Line Items] | ||||
Change in non-controlling interest | $ 77 | $ 73 | $ 294 | $ 262 |
Radiant Capital Partners, LLC | ||||
Variable Interest Entity [Line Items] | ||||
Change in non-controlling interest | 77 | 73 | 294 | 262 |
Radiant Logistics Partners LLC | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Variable interest entity, measure of activity, operating income or loss | $ 128 | $ 123 | $ 490 | $ 438 |
Radiant Logistics Partners LLC | Radiant Global Logistics, Inc. | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 40.00% | 40.00% | ||
Radiant Logistics Partners LLC | Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 60.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets (Liabilities) Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | $ (7,263) | $ (4,940) |
Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | (42) | |
Fair value of financial assets | 600 | |
Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | (7,263) | (4,940) |
Level 3 | Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | $ (42) | |
Fair value of financial assets | $ 600 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assets (Liabilities) Measured on Recurring Basis Unobservable Input Reconciliation (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2020 | |
Interest Rate Swap Contracts (Derivatives) | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance, Beginning | $ 600 | $ 0 |
Increase related to accounting for acquisitions | 0 | |
Contingent consideration paid | 0 | 0 |
Change in fair value | (642) | 600 |
Balance, Ending | 42 | 600 |
Level 3 | Contingent Consideration | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance, Beginning | 4,940 | 375 |
Increase related to accounting for acquisitions | (3,140) | |
Contingent consideration paid | 2,027 | 327 |
Change in fair value | (4,350) | (1,752) |
Balance, Ending | $ 7,263 | $ 4,940 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Maximum earn-out payments | $ 8,473 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Level 3 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, fair value | $ (7,263) |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Level 3 | Measurement Input, Actual and Projected EBITDA Over Three-year Earnout Period | Maximum | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, projected EBITDA | $ 9,000 |
Level 3 | Measurement Input, Risk Adjusted Discount Rate | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Contingent consideration, discount rate | 0.18 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information about Significant Unobservable Inputs Used in Fair Value Measurement of Contingent Consideration (Parenthetical) (Detail) | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, earnout period | 3 years |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Current income tax expense | $ 1,722 | $ 923 | $ 4,627 | $ 3,387 |
Deferred income tax benefit | 746 | (821) | (1,172) | (1,537) |
Income tax expense | $ 976 | $ 102 | $ 3,455 | $ 1,850 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Components Of Income Tax Expense Benefit [Line Items] | ||
Effective tax rate | 16.20% | 22.10% |
U.S. Authorities | June 30, 2018 | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Tax years which remain subject to examination | 2018 | |
U.S. Authorities | June 30, 2020 | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Tax years which remain subject to examination | 2020 | |
State Authorities | June 30, 2020 | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Tax years which remain subject to examination | 2020 | |
State Authorities | June 30, 2016 | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Tax years which remain subject to examination | 2016 | |
Foreign Authorities | June 30, 2020 | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Tax years which remain subject to examination | 2020 | |
Foreign Authorities | June 30, 2016 | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Tax years which remain subject to examination | 2016 | |
Paycheck Protection Program [Member] | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Forgiven loan | $ 1,414 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate intrinsic value of options exercised | $ 1,539 | |||
Stock Incentive 2005 and 2012 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | shares | 5,000,000 | 5,000,000 | ||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units to common stock ratio, shares entitled | 1 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense (reversals) | $ 292 | $ 298 | $ 759 | $ 868 |
Employee service share-based compensation cost not yet recognized, share-based awards other than options | 1,908 | $ 1,908 | ||
Employee service share-based Compensation cost, total compensation cost not yet recognized, period for recognition | 1 year 11 months 12 days | |||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||
Share-based compensation expense (reversals) | 11 | 112 | $ 15 | 438 |
Employee service share-based Compensation cost, total compensation cost not yet recognized, period for recognition | 11 months 26 days | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||
Share-based compensation arrangement by share-based payment award, vesting period percentage | 20.00% | |||
Aggregate intrinsic value of options exercised | 1,124 | $ 132 | $ 1,539 | $ 719 |
Employee service share-based compensation cost, total compensation cost not yet recognized stock options | $ 25 | $ 25 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share Based Compensation Restricted Stock Activity (Detail) - Restricted Stock | 9 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Units, Unvested, Beginning Balance | shares | 755,872 |
Number of Units, Vested | shares | (213,326) |
Number of Units, Granted | shares | 243,009 |
Number of Units, Forfeited | shares | (73,894) |
Number of Units, Unvested, Ending Balance | shares | 711,661 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 5.07 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.94 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.06 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 5.09 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 5.10 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-Based Compensation Stock Options Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Shares, Outstanding, Beginning Balance | shares | 1,995,368 | |
Number of Shares, Exercised | shares | (541,515) | |
Number of Shares, Forfeited | shares | (50,000) | |
Number of Shares, Outstanding, Ending Balance | shares | 1,403,853 | 1,995,368 |
Number of Shares, Exercisable, Ending Balance | shares | 1,373,853 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 3.46 | |
Weighted Average Exercise Price, Exercised | $ / shares | 3.45 | |
Weighted Average Exercise Price, Forfeited | $ / shares | 3.37 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | 3.46 | $ 3.46 |
Weighted Average Exercise Price, Exercisable, Ending Balance | $ / shares | $ 3.45 | |
Weighted Average Remaining Contractual Life - Years | 3 years 3 months 29 days | 3 years 9 months |
Weighted Average Remaining Contractual Life - Years, Exercisable Ending Balance | 3 years 3 months 10 days | |
Aggregate Intrinsic Value, Outstanding Balance | $ | $ 4,894 | $ 1,653 |
Aggregate Intrinsic Value, Exercised | $ | 1,539 | |
Aggregate Intrinsic Value, Exercisable Ending Balance | $ | $ 4,811 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Loss Contingency [Abstract] | |
Legal proceedings | $ 0 |
Earn-out payments terms | Earn-out payments are generally due annually on November 1st and 90 days following the quarter of the final earn-out period for each respective acquisition. |
Number of days earn-out payments due following the quarter of the final earn-out period | 90 days |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Potential Earn-Out Payments (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Earn Out Payments Payable [Line Items] | |
2021 (remaining) | $ 100 |
2022 | 2,219 |
2023 | 1,856 |
2024 | 3,088 |
Total | 7,263 |
Cash | |
Earn Out Payments Payable [Line Items] | |
2021 (remaining) | 100 |
2022 | 2,219 |
2023 | 1,856 |
2024 | 3,088 |
Total | $ 7,263 |
Operating and Geographic Segm_3
Operating and Geographic Segment Information - Additional Information (Detail) | 9 Months Ended |
Mar. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Operating and Geographic Segm_4
Operating and Geographic Segment Information - Segment Reporting (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 236,532 | $ 177,221 | $ 631,214 | $ 579,691 | |
Income (loss) from operations | 5,448 | 705 | 16,261 | 9,723 | |
Other income (expense) | 589 | (477) | (628) | (1,736) | |
Income (loss) before income taxes | 6,037 | 228 | 15,633 | 7,987 | |
Depreciation and amortization | 4,174 | 4,282 | 12,418 | 12,413 | |
Property, technology, and equipment, net | 21,918 | 19,684 | 21,918 | 19,684 | $ 18,712 |
Goodwill | 72,298 | 72,078 | 72,298 | 72,078 | $ 72,199 |
Operating Segments | United States | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 204,036 | 152,231 | 549,302 | 504,209 | |
Income (loss) from operations | 9,176 | 3,540 | 24,671 | 17,300 | |
Other income (expense) | 136 | 113 | 628 | 183 | |
Income (loss) before income taxes | 9,312 | 3,653 | 25,299 | 17,483 | |
Depreciation and amortization | 949 | 1,200 | 3,026 | 3,208 | |
Property, technology, and equipment, net | 11,380 | 13,979 | 11,380 | 13,979 | |
Goodwill | 50,801 | 50,680 | 50,801 | 50,680 | |
Operating Segments | Canada | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 32,621 | 25,113 | 82,281 | 75,990 | |
Income (loss) from operations | 3,280 | 1,829 | 8,807 | 6,410 | |
Other income (expense) | 159 | 145 | (123) | 101 | |
Income (loss) before income taxes | 3,439 | 1,974 | 8,684 | 6,511 | |
Depreciation and amortization | 700 | 589 | 1,787 | 1,478 | |
Property, technology, and equipment, net | 10,538 | 5,705 | 10,538 | 5,705 | |
Goodwill | 21,497 | 21,398 | 21,497 | 21,398 | |
Corporate/Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (125) | (123) | (369) | (508) | |
Income (loss) from operations | (7,008) | (4,664) | (17,217) | (13,987) | |
Other income (expense) | 294 | (735) | (1,133) | (2,020) | |
Income (loss) before income taxes | (6,714) | (5,399) | (18,350) | (16,007) | |
Depreciation and amortization | 2,525 | 2,493 | 7,605 | 7,727 | |
Property, technology, and equipment, net | 0 | 0 | 0 | 0 | |
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 |