Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Aug. 31, 2016 | Dec. 31, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RLGT | ||
Entity Registrant Name | RADIANT LOGISTICS, INC | ||
Entity Central Index Key | 1,171,155 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 48,874,068 | ||
Entity Public Float | $ 117,601,299 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 4,768 | $ 7,268 |
Accounts receivable, net of allowance of $1,806 and $1,551 respectively | 101,035 | 127,349 |
Employee and other receivables | 635 | 111 |
Income tax deposit | 1,525 | 2,309 |
Prepaid expenses and other current assets | 5,410 | 5,671 |
Total current assets | 113,373 | 142,708 |
Technology and equipment, net | 12,453 | 13,176 |
Acquired intangibles, net | 71,941 | 82,955 |
Goodwill | 62,888 | 63,089 |
Deposits and other assets | 2,814 | 3,110 |
Total long-term assets | 137,643 | 149,154 |
Total assets | 263,469 | 305,038 |
Current liabilities: | ||
Accounts payable and accrued transportation costs | 75,071 | 92,025 |
Commissions payable | 8,280 | 9,449 |
Other accrued costs | 5,331 | 7,732 |
Due to former shareholders of acquired operations | 50 | 684 |
Current portion of notes payable | 2,416 | 543 |
Current portion of contingent consideration | 3,387 | 1,872 |
Current portion of transition and lease termination liability | 1,838 | 283 |
Other current liabilities | 138 | 298 |
Total current liabilities | 96,511 | 112,886 |
Notes payable, net of current portion | 28,903 | 84,202 |
Contingent consideration, net of current portion | 4,098 | 5,741 |
Transition and lease termination liability, net of current portion | 658 | 1 |
Deferred rent liability | 851 | 1,144 |
Deferred tax liability | 12,525 | 15,567 |
Other long-term liabilities | 742 | 1,004 |
Total long-term liabilities | 47,777 | 107,659 |
Total liabilities | 144,288 | 220,545 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 839,200 shares issued and outstanding, liquidation preference of $20,980 | 1 | 1 |
Common stock, $0.001 par value, 100,000,000 shares authorized; 48,857,506 and 42,563,224 shares issued and outstanding, respectively | 30 | 24 |
Additional paid-in capital | 114,392 | 74,659 |
Deferred compensation | (1) | (4) |
Retained earnings | 4,581 | 10,146 |
Accumulated other comprehensive income (loss) | 98 | (395) |
Total Radiant Logistics, Inc. stockholders’ equity | 119,101 | 84,431 |
Non-controlling interest | 80 | 62 |
Total stockholders’ equity | 119,181 | 84,493 |
Total liabilities and stockholders’ equity | $ 263,469 | $ 305,038 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 1,806 | $ 1,551 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 839,200 | 839,200 |
Preferred stock, shares outstanding | 839,200 | 839,200 |
Preferred stock, shares liquidation preference | $ 20,980 | $ 20,980 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 48,857,506 | 42,563,224 |
Common stock, shares outstanding | 48,857,506 | 42,563,224 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 782,495,000 | $ 502,665,000 |
Cost of transportation | 595,834,000 | 378,942,000 |
Net revenues | 186,661,000 | 123,723,000 |
Operating partner commissions | 84,475,000 | 60,356,000 |
Personnel costs | 54,131,000 | 34,225,000 |
Selling, general and administrative expenses | 25,731,000 | 15,384,000 |
Depreciation and amortization | 12,033,000 | 6,359,000 |
Transition and lease termination costs | 5,945,000 | 770,000 |
Impairment of acquired intangible assets | 3,680,000 | 0 |
Change in contingent consideration | 1,003,000 | (3,921,000) |
Total operating expenses | 186,998,000 | 113,173,000 |
Income (loss) from operations | (337,000) | 10,550,000 |
Other income (expense): | ||
Interest income | 47,000 | 17,000 |
Interest expense | (4,919,000) | (1,873,000) |
Loss on write-off of loan fees | (1,180,000) | 0 |
Foreign exchange gain (loss) | 700,000 | (739,000) |
Other | 350,000 | 16,000 |
Total other expense: | (5,002,000) | (2,579,000) |
Income (loss) before income tax expense | (5,339,000) | 7,971,000 |
Income tax benefit (expense) | 1,886,000 | (2,016,000) |
Net income (loss) | (3,453,000) | 5,955,000 |
Less: Net income attributable to non-controlling interest | (66,000) | (80,000) |
Net income (loss) attributable to Radiant Logistics, Inc. | (3,519,000) | 5,875,000 |
Less: Preferred stock dividends | (2,046,000) | (2,046,000) |
Net income (loss) attributable to common stockholders | (5,565,000) | 3,829,000 |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | 493,000 | (395,000) |
Comprehensive income (loss) | $ (5,072,000) | $ 3,434,000 |
Net income (loss) per common share: | ||
Basic | $ (0.11) | $ 0.11 |
Diluted | $ (0.11) | $ 0.10 |
Weighted average shares outstanding: | ||
Basic shares | 48,413,361 | 36,446,778 |
Diluted shares | 48,413,361 | 38,021,511 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Deferred Compensation | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest |
Balance at Jun. 30, 2014 | $ 40,925 | $ 1 | $ 16 | $ 34,559 | $ (9) | $ 6,317 | $ 41 | |
Balance, shares at Jun. 30, 2014 | 839,200 | 34,326,308 | ||||||
Issuance of common stock to former shareholders of acquired operations | 39,416 | $ 7 | 39,409 | |||||
Issuance of common stock to former shareholders of acquired operations, shares | 7,039,690 | |||||||
Issuance of common stock to Operating Partner | 109 | 109 | ||||||
Issuance of common stock to Operating Partner, shares | 56,819 | |||||||
Share-based compensation | 1,110 | 1,110 | ||||||
Amortization of deferred compensation | 5 | 5 | ||||||
Cashless exercise of stock options | $ (3,783) | $ 1 | (3,784) | |||||
Cashless exercise of stock options, shares | 2,118,711 | 1,140,407 | ||||||
Tax benefit from exercise of stock options | $ 3,256 | 3,256 | ||||||
Preferred dividends paid | (2,046) | (2,046) | ||||||
Distribution to non-controlling interest | (59) | (59) | ||||||
Net income (loss) | 5,955 | 5,875 | 80 | |||||
Comprehensive income (loss) | (395) | $ (395) | ||||||
Balance at Jun. 30, 2015 | 84,493 | $ 1 | $ 24 | 74,659 | (4) | 10,146 | (395) | 62 |
Balance, shares at Jun. 30, 2015 | 839,200 | 42,563,224 | ||||||
Issuance of common stock at $6.75 per share, net of underwriting and offering costs of $2,970 | 38,430 | $ 6 | 38,424 | |||||
Issuance of common stock at $6.75 per share, net of underwriting and offering costs of $2,970, shares | 6,133,334 | |||||||
Issuance of common stock to former shareholders of acquired operations | 31 | 31 | ||||||
Issuance of common stock to former shareholders of acquired operations, shares | 7,385 | |||||||
Share-based compensation | 1,404 | 1,404 | ||||||
Amortization of deferred compensation | 3 | 3 | ||||||
Cashless exercise of stock options | $ (264) | (264) | ||||||
Cashless exercise of stock options, shares | 409,374 | 153,949 | ||||||
Cancellation of restricted stock awards | (386) | |||||||
Tax benefit from exercise of stock options | $ 138 | 138 | ||||||
Preferred dividends paid | (2,046) | (2,046) | ||||||
Distribution to non-controlling interest | (48) | (48) | ||||||
Net income (loss) | (3,453) | (3,519) | 66 | |||||
Comprehensive income (loss) | 493 | 493 | ||||||
Balance at Jun. 30, 2016 | $ 119,181 | $ 1 | $ 30 | $ 114,392 | $ (1) | $ 4,581 | $ 98 | $ 80 |
Balance, shares at Jun. 30, 2016 | 839,200 | 48,857,506 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - Common Stock $ in Thousands | 12 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Issuance price per share | $ / shares | $ 6.75 |
Common stock, offering costs | $ | $ 2,970 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||
Net income (loss) | $ (3,453,000) | $ 5,955,000 |
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES | ||
share-based compensation expense | 1,407,000 | 1,115,000 |
amortization of intangibles | 8,560,000 | 5,394,000 |
depreciation and leasehold amortization | 3,473,000 | 965,000 |
deferred income tax benefit | (3,134,000) | (1,756,000) |
amortization of loan fees | 388,000 | 145,000 |
change in contingent consideration | 1,003,000 | (3,921,000) |
loss on impairment of acquired intangible assets | 3,680,000 | 0 |
loss on write-off of loan fees | 1,180,000 | 0 |
transition and lease termination costs | 3,537,000 | 524,000 |
loss on disposal of fixed assets | 42,000 | 56,000 |
change in (recovery of) provision for doubtful accounts | 255,000 | (170,000) |
CHANGE IN OPERATING ASSETS AND LIABILITIES: | ||
accounts receivable | 25,684,000 | (3,289,000) |
employee and other receivables | (525,000) | 140,000 |
income tax deposit | 710,000 | (4,252,000) |
prepaid expenses, deposits and other assets | 431,000 | (691,000) |
accounts payable and accrued transportation costs | (16,369,000) | 780,000 |
commissions payable | (1,170,000) | 1,438,000 |
other accrued costs | (2,368,000) | 464,000 |
other liabilities | (374,000) | (349,000) |
deferred rent liability | (290,000) | 247,000 |
transition and lease termination liability | (1,246,000) | (743,000) |
Net cash provided by operating activities | 21,421,000 | 2,052,000 |
CASH FLOWS USED FOR INVESTING ACTIVITIES: | ||
Acquisitions during the fiscal year, net of cash acquired | (800,000) | (44,031,000) |
Purchase of technology and equipment | (3,697,000) | (4,092,000) |
Proceeds from sale of technology and equipment | 810,000 | 233,000 |
Payments to former shareholders of acquired operations | (684,000) | 0 |
Net cash used for investing activities | (4,371,000) | (47,890,000) |
CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES: | ||
Proceeds from (repayments to) credit facility, net of credit fees | (27,942,000) | 30,566,000 |
Proceeds from note payable | 0 | 25,548,000 |
Payment of loan fees | 0 | (1,353,000) |
Repayment of note payable | (26,285,000) | 0 |
Proceeds from stock offering, net of offering costs | 38,430,000 | 0 |
Proceeds from sale of common stock | 0 | 109,000 |
Payments of shelf registration costs | 0 | (158,000) |
Payments of contingent consideration | (1,556,000) | (1,457,000) |
Payment of preferred stock dividends | (2,046,000) | (2,046,000) |
Distributions to non-controlling interest | (48,000) | (60,000) |
Payment of employee tax withholdings related to cashless stock option exercises | (264,000) | (3,784,000) |
Tax benefit from exercise of stock options | 138,000 | 3,256,000 |
Net cash provided by (used for) financing activities | (19,573,000) | 50,621,000 |
Effect of exchange rate changes on cash and cash equivalents | 23,000 | (395,000) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,500,000) | 4,388,000 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 7,268,000 | 2,880,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 4,768,000 | 7,268,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid | 2,506,000 | 2,764,000 |
Interest paid | $ 4,522,000 | $ 1,596,000 |
Supplemental Disclosure of Non-
Supplemental Disclosure of Non-cash Investing and Financing Activities - USD ($) $ in Thousands | 1 Months Ended | |||||
Dec. 31, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Sep. 30, 2014 | |
Trans-Net, Inc. | ||||||
Issuance of common stock | $ 50 | |||||
Trans-Net, Inc. | Common Stock | ||||||
Issuance of common stock, shares | 16,218 | |||||
Issuance price per share | $ 3.08 | |||||
Issuance of common stock | $ 50 | |||||
Trans-Net, Inc. | Additional Paid-in Capital | ||||||
Issuance of common stock | $ 50 | |||||
On Time Express, Inc. | ||||||
Issuance of common stock | $ 201 | |||||
On Time Express, Inc. | Common Stock | ||||||
Issuance of common stock, shares | 52,452 | |||||
Issuance price per share | $ 3.84 | |||||
Issuance of common stock | $ 201 | |||||
On Time Express, Inc. | Additional Paid-in Capital | ||||||
Issuance of common stock | $ 201 | |||||
DCA | ||||||
Issuance of common stock | $ 168 | |||||
DCA | Common Stock | ||||||
Issuance of common stock, shares | 43,221 | |||||
Issuance price per share | $ 3.90 | |||||
Issuance of common stock | $ 169 | |||||
DCA | Additional Paid-in Capital | ||||||
Issuance of common stock | $ 169 | |||||
Wheels Group Inc. | Common Stock | ||||||
Issuance of common stock, shares | 6,900,000 | |||||
Issuance price per share | $ 5.63 | |||||
Issuance of common stock | $ 7 | |||||
Wheels Group Inc. | Additional Paid-in Capital | ||||||
Issuance of common stock | $ 38,840 | |||||
Highways and Skyways, Inc. | ||||||
Issuance of common stock | $ 150 | |||||
Highways and Skyways, Inc. | Common Stock | ||||||
Issuance of common stock, shares | 27,799 | |||||
Issuance price per share | $ 5.40 | |||||
Issuance of common stock | $ 150 | |||||
Highways and Skyways, Inc. | Additional Paid-in Capital | ||||||
Issuance of common stock | $ 150 | |||||
Copper Logistics Incorporated | ||||||
Issuance of common stock | $ 31 | |||||
Copper Logistics Incorporated | Common Stock | ||||||
Issuance of common stock, shares | 7,385 | |||||
Issuance price per share | $ 4.23 | |||||
Issuance of common stock | $ 31 | |||||
Copper Logistics Incorporated | Additional Paid-in Capital | ||||||
Issuance of common stock | $ 31 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION The Company Radiant Logistics, Inc. (the “Company”) operates as a third party logistics company, providing multi-modal transportation and logistics services primarily in the United States and Canada. The Company services a large and diversified account base consisting of consumer goods, food and beverage, manufacturing and retail customers which it supports from an extensive network of approximately 140 operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network including 18 Company-owned offices. As a third party logistics company, the Company has approximately 10,000 asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network. The Company believes shippers value its services because it is able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service since it is not influenced by the ownership of transportation assets. In addition, the Company’s minimal investment in physical assets affords it the opportunity for higher return on invested capital and net cash flows than the Company’s asset-based competitors. Through its operating locations across North America, the Company offers domestic and international air and ocean freight forwarding services and freight brokerage services including truckload services, less than truckload services; and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. The Company’s primary business operations involve arranging the shipment, on behalf of its customers, of materials, products, equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services, including customs brokerage, order fulfillment, inventory management and warehousing services to complement its core transportation service offering. The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s new truck brokerage and intermodal service offerings, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company is creating density in its trade lanes which creates opportunities for the Company to more efficiently source and manage its transportation capacity. In addition to its focus on organic growth, it will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale the business, it remains focused on leveraging its back-office infrastructure to drive productivity improvement across the organization. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as well as a single variable interest entity, Radiant Logistics Partners, LLC (“RLP”), which is 40% owned by Radiant Global Logistics, Inc (“RGL”), and 60% owned by Radiant Capital Partners, LLC (“RCP”, see Note 8), an affiliate of Bohn H. Crain, the Company’s Chief Executive Officer, whose accounts are included in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated. All amounts in the consolidated financial statements are stated in thousands, except share and per share data. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Use of Estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include revenue recognition, accruals for the cost of purchased transportation, the fair value of acquired assets and liabilities, changes in contingent consideration, accounting for the issuance of shares and share-based compensation, the assessment of the recoverability of long-lived assets and goodwill, and the establishment of an allowance for doubtful accounts. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. Actual results could differ from those estimates. b) Fair Value Measurements In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. c) Fair Value of Financial Instruments The carrying values of the Company’s receivables, accounts payable and accrued transportation costs, commissions payable, other accrued costs, and the income tax deposit approximate the fair values due to the relatively short maturities of these instruments. The carrying value of the Company’s credit facility and other long-term liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. Contingent consideration attributable to the Company’s acquisitions are reported at fair value using Level 3 inputs. d) Cash and Cash Equivalents For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less that are not securing any corporate obligations. Cash balances may at times exceed federally insured limits. Checks issued by the Company that have not yet been presented to the bank for payment are reported as accounts payable and commissions payable in the accompanying consolidated balance sheets. Accounts payable and commissions payable includes outstanding payments which had not yet been presented to the bank for payment in the amounts of $4,434 and $3,137 as of June 30, 2016 and 2015, respectively. e) Concentrations The Company maintains its cash in bank deposit accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts. f) Accounts Receivable The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records a reserve for bad debts against amounts due to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The reserve is a discretionary amount determined from the analysis of the aging of the accounts receivables, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently-owned strategic operating partner locations operating under the various Company brands. Each individual strategic operating partner is responsible for some or all of the bad debt expense related to the underlying customers being serviced by such operating partner. To facilitate this arrangement, certain strategic operating partners are required to maintain a security deposit with the Company that is recognized as a liability in the Company’s financial statements. The Company charges each individual strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days. However, the bad debt reserve account may carry a deficit balance when amounts charged to this reserve exceed amounts otherwise available in the bad debt reserve account. In these circumstances, deficit bad debt reserve accounts, as well as other deficit balances owed to us by our strategic operating partners, are recognized as a receivable in the Company’s financial statements. Other strategic operating partners are not responsible to establish a bad debt reserve, however, they are still responsible for deficits and their strategic operating partner agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual operating partner in satisfaction of any deficit balance. Currently, a number of the Company’s operating partners have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these operating partners. However, to the extent any of these operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amount. g) Technology and Equipment Technology (computer software, hardware, and communications), vehicles, furniture, and equipment are stated at cost, less accumulated depreciation over the estimated useful lives of the respective assets. Depreciation is computed using three to fifteen year lives for vehicles, communication, office, furniture, and computer equipment using the straight line method of depreciation. Computer software is depreciated over a three to five year life using the straight line method of depreciation. For leasehold improvements, the cost is amortized over the shorter of the lease term or useful life on a straight line basis. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized. h) Goodwill Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. As of June 30, 2016, management believes there are no indications of impairment. The table below reflects changes in goodwill for the years ending June 30: June 30, 2016 2015 Goodwill, beginning of year $ 63,089 $ 28,247 Wheels acquisition 85 28,525 SBA acquisition (316 ) 4,626 Other acquisitions 30 1,691 Goodwill, end of year $ 62,888 $ 63,089 i ) Long-Lived Assets Acquired intangibles consist of customer related intangibles, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangibles are amortized using the straight-line method over a period of up to 10 years, trademarks and trade names are amortized using the straight line method over 15 years, and non-compete agreements are amortized using the straight line method over the term of the underlying agreements. During the fourth quarter of 2015 the Company evaluated the amortizable life used for customer related intangibles and determined that to better reflect the expected future cash flows of those assets, the lives were extended from five years to a range of up to 10 years. This change in estimate, effective as of April 1, 2015, was accounted for prospectively. This change lowered amortization expense $600, increasing earnings per basic and diluted share approximately $.01, for the year ended June 30, 2015. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. During the fiscal year, the Company concluded it had a triggering event requiring assessment of customer related intangibles associated with the On-Time Express, Inc. (“On Time”) acquisition due to loss of customers. As a result, the Company reviewed the customer related intangibles and recorded an impairment loss of $3,680 during the second fiscal quarter. The impairment was measured using future discounted cash flows using Level 3 inputs in the fair market hierarchy. Management has performed a review of all long-lived assets and has determined no further impairment of the respective carrying value has occurred as of June 30, 2016. j) Business Combinations The Company accounts for business combinations using the purchase method of accounting and allocates the purchase price to the tangible and intangible assets acquired and the liabilities assumed based upon their estimated fair values at the acquisition date. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. The fair values of intangible assets acquired are estimated using a discounted cash flow approach with Level 3 inputs. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions. The Company determines the acquisition date fair value of the contingent consideration payable based on the likelihood of paying the contingent consideration as part of the consideration transferred. The fair value is estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by our acquired companies using Level 3 inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the contingent liability is included in the consolidated statements of operations. k) Commitments The Company has operating lease commitments for equipment rentals, office space, and warehouse space under non-cancelable operating leases expiring at various dates through March 2022. Rent expense is recognized straight line over the term of the lease. Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows: 2017 $ 4,616 2018 3,911 2019 3,262 2020 3,004 2021 2,295 Thereafter 988 Total minimum lease payments $ 18,076 Rent expense amounted to $4,932 and $2,750 for the years ended June 30, 2016 and 2015, respectively. l) Lease Termination and Transition Costs Lease termination costs consist of expenses related to future rent payments for which we no longer intend to receive any economic benefit. A liability is recorded when we cease to use leased space. Lease termination costs are calculated as the present value of lease payments, net of expected sublease income, and the loss on disposition of assets. Transition costs consist of non-recurring personnel costs that will be eliminated in connection with the winding-down of the historical back-office of SBA and other operating locations. The transition and lease termination liability consists of the following: Lease Costs Retention and Severance Costs Non-recurring Personnel Costs Total Balance as of June 30, 2014 $ 518 $ — $ — $ 518 Lease termination and transitions costs 583 29 158 770 Payments and other (846 ) — (158 ) (1,004 ) Balance as of June 30, 2015 $ 255 $ 29 $ — $ 284 Lease termination and transitions costs 2,545 992 2,408 5,945 Payments and other (985 ) (340 ) (2,408 ) (3,733 ) Balance as of June 30, 2016 $ 1,815 $ 681 $ — $ 2,496 m) 401(k) Savings Plans The Company has an employee savings plan under which the Company provides safe harbor matching contributions. For the years ended June 30, 2016 and 2015, the Company’s contributions under the plan were $700 and $495, respectively. n) Income Taxes Deferred income taxes are reported using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. o) Revenue Recognition and Purchased Transportation Costs The Company is the primary obligor responsible for providing the service desired by the customer and is responsible for fulfillment, including the acceptability of the service(s) ordered or purchased by the customer. At the Company’s sole discretion, it sets the prices charged to its customers, and is not required to obtain approval or consent from any other party in establishing its prices. The Company has multiple suppliers for the services it sells to its customers, and has the absolute and complete discretion and right to select the supplier that will provide the product(s) or service(s) ordered by a customer, including changing the supplier on a shipment-by-shipment basis. In most cases, the Company determines the nature, type, characteristics, and specifications of the service(s) ordered by the customer. The Company also assumes credit risk for the amount billed to the customer. As a non-asset based carrier, the Company generally does not own transportation assets. The Company generates the major portion of its freight forwarding revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to its customers. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a House Airway Bill or a House Ocean Bill of Lading are recognized at the time the freight is tendered to the direct carrier at origin net of duties and taxes. Costs related to the shipments are also recognized at this same time based upon anticipated margins, contractual arrangements with direct carriers, and other known factors. The estimates are routinely monitored and compared to actual invoiced costs. The estimates are adjusted as deemed necessary by the Company to reflect differences between the original accruals and actual costs of purchased transportation. This method generally results in recognition of revenues and purchased transportation costs earlier than the preferred methods under GAAP which does not recognize revenue until a proof of delivery is received or which recognizes revenue as progress on the transit is made. The Company’s method of revenue and cost recognition does not result in a material difference from amounts that would be reported under such other methods. All other revenue, including revenue from other value-added services including brokerage services, warehousing and fulfillment services, is recognized upon completion of the service. p) Share-Based Compensation The Company has issued restricted stock awards and stock options to certain directors, officers and employees. The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the percentage of awards that will be forfeited, stock volatility, the expected life of the award, and other inputs. If actual forfeitures differ significantly from the estimates, share-based compensation expense and the Company’s results of operations could be materially impacted. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under our stock plan. The Company recorded share-based compensation expense of $1,407 and $1,115 for the years ended June 30, 2016 and 2015, respectively. q) Basic and Diluted Income Per Share Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as stock awards and stock options, had been issued and if the additional common shares were dilutive. Net income attributable to common stockholders is calculated after earned preferred stock dividends, whether or not declared. For the year ended June 30, 2016, the weighted average outstanding number of dilutive common shares totaled 48,413,361 shares of common stock. Unvested restricted stock awards and options to purchase 3,856,368 shares of common stock were excluded from the diluted income per share for the year ended June 30, 2016, as there was a net loss and their effect would have been antidilutive. For the year ended June 30, 2015, the weighted average outstanding number of dilutive common shares totaled 38,021,511 shares of common stock, including unvested restricted stock awards and options to purchase 4,514,464 shares of common stock as of June 30, 2015, of which 918,290 were excluded as their effect would have been antidilutive. The following table reconciles the numerator and denominator of the basic and diluted per share computations for earnings per share as follows: Year ended June 30, 2016 2015 Weighted average basic shares outstanding 48,413,361 36,446,778 Dilutive effect of share-based awards — 1,574,733 Weighted average dilutive shares outstanding 48,413,361 38,021,511 r) Foreign Currency Translation For the Company’s significant foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at year-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive (loss) income. Gains and losses on transactions of monetary items are recognized in the consolidated statements of operations. s) Reclassifications Certain amounts for prior periods have been reclassified in the Company’s consolidated financial statements to conform to the classification used in fiscal year 2016. t) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU 2015-03, Imputation of Interest, requiring entities to present debt issuance costs related to a debt liability as a reduction of the carrying amount of that liability. In August 2015, the FASB issued ASU 2015-15 to provide additional guidance related to debt issuance costs related to line-of-credit arrangements. The Company elected early adoption of ASU 2015-03 and ASU 2015-15 as of June 30, 2016. The adoption was applied on a retrospective basis. As such, the Company reclassified the June 30, 2015 balance of $1,691 of loan issuance costs to notes payable, net of current portion from deposits and other assets on the consolidated balance sheets. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, to require deferred tax assets and liabilities to be classified as non-current on the balance sheet. Current GAAP requires the presentation of deferred tax assets and liabilities as either current or non-current on the balance sheet. In addition, valuation allowances are no longer required to be allocated between current and non-current deferred tax assets as they will also be classified as non-current. The ASU does not impact the requirement to offset deferred tax assets and deferred tax liabilities for each taxpaying component within a jurisdiction. The Company elected early adoption of ASU 2015-17 as of June 30, 2016. The adoption was applied on a retrospective basis. As such, the Company reclassified the June 30, 2015 balance of $1,977 to deferred tax liability from deferred tax assets on the consolidated balance sheets. In February 2016, the FASB issued ASU 2016-02, Leases, to replace existing guidance. The guidance requires the recognition of right-of-use assets and lease liabilities for operating leases with terms more than 12 months on the balance sheet. Guidance is also provided for the presentation of leases within the statement of operations and cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Stock Compensation, to improve the accounting for share-based compensation. The guidance changes how companies account for certain aspects of share-based compensation, including accounting for income taxes, forfeitures, tax withholdings, and classification of items in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company anticipates adopting this standard during the first quarter of fiscal 2017. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | NOTE 3 – BUSINESS ACQUISITIONS Fiscal Year 2016 Acquisition Copper Logistics, Inc. On November 2, 2015, the Company acquired the operations and assets of Copper Logistics, Inc. (“Copper”), a Minneapolis, Minnesota based company that provides a full range of domestic and international transportation and logistics services across North America. The Company has structured the transaction similar to previous acquisitions, with a portion of the expected purchase price payable in subsequent periods based on future performance of the acquired operation. The consideration paid, purchase price, and pro forma results of operations have not been presented because the effect of this acquisition was not material to the consolidated financial statements. Fiscal Year 2015 Acquisitions Wheels Group, Inc. On April 2, 2015, the Company acquired the outstanding stock of Wheels Group, Inc (“Wheels”). Under an Arrangement Agreement (the “Arrangement”), the Company purchased Wheels for approximately $26.9 million in cash and 6,900,000 shares of the Company’s common stock. The Company was also responsible for a portion of Wheels’ transaction costs, in addition to its own costs. Wheels, founded in 1988, provides truck brokerage and intermodal services throughout the United States and Canada along with value-added warehouse and distribution service offerings in support of U.S. shippers looking to access the Canadian markets. Wheels is one of the largest third party logistics providers in Canada. Wheels, now formally amalgamated into Wheels International, Inc., provides these services primarily to the food and beverage, consumer packaged goods, frozen foods and refrigerated product, and building products industries. The goodwill recognized is attributable to a larger geographic footprint and an increased service line expansion and is not deductible for tax purposes. The results of operations for Wheels are included in the Company’s financial statements as of the date of purchase. Service by Air, Inc. On June 8, 2015, the Company acquired the outstanding stock of Service by Air, Inc. (“SBA”), a privately-held New York corporation founded in 1976. SBA is a domestic and international freight forwarder serving manufacturers, distributors and retailers through a combination of three company-owned operating locations and forty independent strategic operating partners across North America. The base purchase price was approximately $12.25 million, consisting of $11.4 million paid in cash at closing, and $0.85 million payable net of working capital and other holdbacks. The goodwill recognized is attributable primarily to the expected cost synergies associated with eliminating redundancies and migrating back-office operations of SBA to the Company and is not deductible for tax purposes. The results of operations for SBA are included in the Company’s financial statements as of the date of purchase. Other Acquisitions On September 1, 2014, through a wholly-owned subsidiary, the Company acquired the assets and operations of Trans-Net, Inc. (“TNI”), a privately-held company based in Issaquah, Washington. TNI has extensive experience providing integrated project logistics solutions in key Russian oil, gas, mining and infrastructure development markets. On December 15, 2014, through a wholly-owned subsidiary, the Company acquired the assets and operations of Don Cameron & Associates, Inc. (“DCA”), a privately-held company based in Minneapolis, Minnesota. DCA has extensive experience providing a full range of domestic and international transportation and logistics services across North America to the med-tech, advertising/marketing, pharmaceutical, and trade show industries. Effective as of June 1, 2015, through a wholly-owned subsidiary, the company acquired the stock of Highways and Skyways, Inc. (“Highways”), a privately-held company based near Cincinnati, Ohio. Highways services a full range of domestic and international transportation and logistics services to manufacturing, apparel, paper products, medical devices, consumer products and technology industries. Each of the TNI, DCA and Highways acquisitions include earn-out payments that are payable upon achieving certain earnings up to a maximum contingent consideration of $6.5 million, although there are no maximums on certain of the earn-out payments. Each of the TNI, DCA, Highways, and Copper acquisitions were financed with proceeds from the Company’s Credit Facility (as defined in Note 6), and the transactions were structured using cash, stock, and earn-out payments. The goodwill recorded is expected to be deductible for income tax purposes over a period of 15 years. The consideration paid, purchase price, and pro forma results of operations have not been presented because the effect of these acquisitions was not material to the consolidated financial statements. The acquisition date fair value of the consideration transferred consisted of the following: Fair value of consideration transferred: Wheels SBA Other Cash, net of cash acquired $ 26,948 $ 10,903 $ 5,719 Common stock 38,847 — 369 Working capital and other holdbacks — 573 733 Contingent consideration — — 2,025 $ 65,795 $ 11,476 $ 8,846 The fair value of the contingent consideration was estimated using future projected earnings relative to the corresponding future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company believes the discount rate used to discount the earn-out payments reflect market participant assumptions. The purchase price allocation for the acquisitions is as follows: Wheels SBA Other Current assets $ 36,800 $ 23,556 $ 807 Technology and equipment 8,672 112 117 Deferred tax asset 7,880 96 — Other assets 1,020 1,130 — Intangibles 59,700 7,082 6,525 Goodwill 28,610 4,310 1,691 Total assets acquired 142,682 36,286 9,140 Other liabilities 34,356 22,083 294 Notes payable 23,078 — — Long-term deferred tax liability 19,453 2,727 — Total liabilities assumed 76,887 24,810 294 Net assets acquired $ 65,795 $ 11,476 $ 8,846 Fair value of acquired receivables: Wheels SBA Other Gross amount due $ 34,903 $ 18,959 $ 834 Estimated uncollectible amounts (268 ) (376 ) (27 ) $ 34,635 $ 18,583 $ 807 The fair values of the intangible assets were estimated using a discounted cash flow approach with Level 3 inputs. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflect market participant assumptions. The results of operations for the businesses acquired are included in our financial statements as of the date of purchase. The fair value estimates for the assets acquired and liabilities assumed recorded in fiscal year 2015 were based upon preliminary calculations and valuations. During fiscal year 2016, certain preliminary fair value estimates changed as we obtained additional information causing us to modify the amount of recognized goodwill for Wheels and SBA, as well as the estimated working capital holdback for SBA. |
Technology and Equipment
Technology and Equipment | 12 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Technology and Equipment | NOTE 4 – TECHNOLOGY AND EQUIPMENT June 30, 2016 2015 Vehicles $ 4,890 $ 5,384 Communication equipment 186 112 Office and warehouse equipment 608 472 Furniture and fixtures 581 586 Computer equipment 1,416 1,365 Computer software 8,596 7,210 Leasehold improvements 1,648 1,324 17,925 16,453 Less: Accumulated depreciation and amortization (5,472 ) (3,277 ) $ 12,453 $ 13,176 Depreciation and amortization expense related to technology and equipment was $3,473 and $965 for the years ended June 30, 2016 and 2015, respectively. |
Acquired Intangible Assets
Acquired Intangible Assets | 12 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | NOTE 5 – ACQUIRED INTANGIBLE ASSETS The table below reflects acquired intangible assets related to all acquisitions: June 30, Weighted-Average 2016 2015 Life Customer related $ 85,824 $ 88,288 8.1 years Trade names and trademarks 14,069 14,069 13.8 years Covenants not to compete 740 730 1.6 years 100,633 103,087 Less: Accumulated amortization (28,692 ) (20,132 ) $ 71,941 $ 82,955 Amortization expense amounted to $8,560 and $5,394 for the years ended June 30, 2016 and 2015, respectively. Future amortization expense for each of the next five fiscal years ending June 30 and thereafter are as follows: 2017 $ 8,267 2018 8,232 2019 8,201 2020 8,089 2021 8,026 Thereafter 31,126 $ 71,941 |
Notes Payable and Other Long-Te
Notes Payable and Other Long-Term Debt | 12 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable and Other Long-Term Debt | NOTE 6 – NOTES PAYABLE AND OTHER LONG-TERM DEBT Notes payable and other long-term debt consist of the following: June 30, 2016 2015 Long-term Credit Facility $ 9,766 $ 37,708 Senior Secured Loan 22,081 23,219 Subordinated Secured Loan — 25,000 Other notes payable 338 509 Less: Loan issuance costs (866 ) (1,691 ) Total notes payable and other long term debt 31,319 84,745 Less: Current portion (2,416 ) (543 ) Total notes payable, net of current portion $ 28,903 $ 84,202 Future maturities of notes payable and other long-term debt for each of the next five years ending June 30 and thereafter are as follows: 2017 $ 2,416 2018 2,520 2019 12,304 2020 2,712 2021 2,898 Thereafter 9,335 $ 32,185 Bank of America Credit Facility The Company has a $65.0 million senior credit facility (the “Credit Facility”) with Bank of America, N.A. (the “Lender”) on its own behalf and as agent to the other lenders named therein, currently consisting of the Bank of Montreal (as the initial member of the syndicate under such loan), pursuant to an Amended and Restated Loan and Security Agreement. The Credit Facility includes a $2.0 million sublimit to support letters of credit and matures August 9, 2018. Borrowings accrue interest based on the Company’s fixed charge coverage ratio at the Lender’s base rate plus 0.0% to 0.50% or LIBOR plus 1.50% to 2.25%. The Credit Facility provides for advances of up to 85% of the eligible Canadian and domestic accounts receivable, 75% of eligible accrued but unbilled domestic receivables and eligible foreign accounts receivable, all of which are subject to certain sub-limits, reserves and reductions. collateralized by a first-priority security interest in all of the assets of the U.S. co-borrowers, a first-priority security interest in all of the accounts receivable and associated assets of the Canadian co-borrowers (the “Canadian A/R Assets”) and a second-priority security interest on the other assets of the Canadian borrowers. Borrowings are available to fund future acquisitions, capital expenditures, repurchase of Company stock or for other corporate purposes. The terms of the Credit Facility are subject to customary financial and operational covenants, including covenants that may limit or restrict the ability to, among other things, borrow under the Credit Facility, incur indebtedness from other lenders, and make acquisitions. As of June 30, 2016, the Company was in compliance with all of its covenants. As of June 30, 2016, based on available collateral and $0.4 million in outstanding letter of credit commitments, there was $31.2 million available for borrowing under the Credit Facility, excluding any availability attributable to accounts receivable of SBA. Senior Secured Loan In connection with the Company’s acquisition of Wheels, Wheels obtained a CAD$29.0 million senior secured Canadian term loan from Integrated Private Debt Fund IV LP (“IPD”) pursuant to a CAD$29,000,000 Credit Facilities Loan Agreement (the “IPD Loan Agreement”). The Company and its U.S. and Canadian subsidiaries are guarantors of the Wheels obligations thereunder. The loan matures on April 1, 2024 and accrues interest at a rate of 6.65% per annum. The Company is required to maintain 5 months interest in a debt service reserve account to be controlled by IPD. This amount is recorded as deposits and other assets in the accompanying consolidated financial statements. The loan repayment consists of interest-only payments for the first 12 months followed by blended principal and interest payments for the next eight years. The loan may be prepaid in whole at any time upon providing at least 30 days prior written notice and paying the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to April 1, 2024, and (ii) the face value of the principal amount being prepaid. As of June 30, 2016, the Company was in compliance with all of its covenants. The loan is collateralized by a (i) first-priority security interest in all of the assets of Wheels except the Canadian A/R Assets, (ii) a second-priority security interest in the Canadian A/R Assets, and (iii) a second-priority security interest on all of the Company’s assets. Subordinated Secured Loan In connection with its acquisition of Wheels, the Company obtained a $25.0 million subordinated secured term loan from Alcentra Capital Corporation ($10.0 million) and Triangle Capital Corporation ($15.0 million) (collectively, the “Subordinated Lenders”) pursuant to a Loan and Security Agreement (the “Alcentra/Triangle Subordinated Loan Agreement”). The loan matured on April 2, 2021 and accrued interest at a rate of 12% per annum during the first six months of the loan, followed by a variable rate of LIBOR plus 9.5%-12% (all with a 1% LIBOR floor), depending on the Company’s total leverage ratio. In April 2016, the Company repaid in full all amounts outstanding, including accrued and unpaid interest, under the $25.0 million Alcentra/Triangle Subordinated Loan Agreement. The total repayment amount was approximately $25.9 million, consisting of outstanding principal of $25.0 million, accrued and unpaid interest of $0.16 million, a prepayment premium of $0.75 million and other related fees and expenses. As a result of the voluntary payment, the Company has satisfied all obligations under the subordinated secured loan. The Company also wrote off approximately $0.4 million of unamortized loan fees. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 5,000,000 shares of preferred stock, par value at $0.001 per share and 100,000,000 shares of common stock, $0.001 per share. Series A Preferred Stock The Company has 839,200 shares of 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Shares”) liquidation preference $25.00 per share. Dividends on the Series A Preferred Shares are cumulative from the date of original issue and are payable on January 31, April 30, July 31 and October 31, as and if declared by the Company’s Board of Directors. If the Company does not pay dividends in full on any two payment dates (whether consecutive or not), the per annum dividend rate will increase an additional 2.0% per annum per $25.00 stated liquidation preference, up to a maximum of 19.0% per annum. If the Company fails to maintain the listing of the Series A Preferred Shares on the NYSE MKT or other exchange for 30 days or more, the per annum dividend rate will increase by an additional 2.0% per annum so long as the listing failure continues. The Series A Preferred Shares require the Company to maintain a Fixed Charge Coverage Ratio of at least 2.0. If the Company is not in compliance with this ratio, then it cannot pay any dividend on its common stock. As of June 30, 2016, the Company was in compliance with this ratio. Commencing on December 20, 2018, the Company may redeem, at its option, the Series A Preferred Shares, in whole or in part, at a cash redemption price of $25.00 per share plus accrued and unpaid dividends (whether or not declared). Among other things, the Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or other mandatory redemption, and are not convertible into or exchangeable for any of the Company’s other securities. Holders of Series A Preferred Shares generally have no voting rights, except if the Company fails to pay dividends on the Series A Preferred Shares for six or more quarterly periods (whether consecutive or not). Under such circumstances, holders of Series A Preferred Shares will be entitled to vote to elect two additional directors to the Company’s Board of Directors, until all unpaid dividends have been paid or declared and set aside for payment. In addition, certain changes to the terms of the Series A Preferred Shares cannot be made without the affirmative vote of the holders of two-thirds of the outstanding Series A Preferred Shares, voting as a separate class. The Series A Preferred Shares are senior to the Company’s common stock with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding up. The Series A Preferred Shares a re listed on the NYSE MKT under the symbol “RLGT-PA.” For the year ended June 30, 2016, the Company’s board of directors declared and paid cash dividends to holders of Series A Preferred Shares in the amount of $2.4375 per share, totaling $2,046. Common Stock On July 16, 2015, the Company closed a registered underwritten public offering of 6,133,334 shares of common stock, including the full exercise of the underwriters’ overallotment option. Proceeds from the offering totaled $38,430 after deducting the underwriting discount of $2,484 and offering costs of $486. The proceeds were used to reduce the borrowings under the Credit Facility. In January 2016, the Company’s board of directors authorized the repurchase of up to 5,000,000 shares of the Company’s common stock through December 31, 2016. Under the stock repurchase program, the Company is authorized to repurchase, from time-to-time, shares of its outstanding common stock in the open market at prevailing market prices or through privately negotiated transactions as permitted by securities laws and other legal requirements. The program does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice. The Company has not purchased any shares under this program as of the date of this filing. |
Variable Interest Entity and Re
Variable Interest Entity and Related Party Transactions | 12 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity and Related Party Transactions | NOTE 8 – VARIABLE INTEREST ENTITY AND RELATED PARTY TRANSACTIONS RLP is owned 40% by RGL and 60% by RCP, a company for which the Chief Executive Officer of the Company is the sole member. RLP is a certified minority business enterprise that was formed for the purpose of providing the Company with a national accounts strategy to pursue corporate and government accounts with diversity initiatives. RCP’s ownership interest entitles it to a majority of the profits and distributable cash, if any, generated by RLP. The operations of RLP are intended to provide certain benefits to the Company, including expanding the scope of services offered by the Company and participating in supplier diversity programs not otherwise available to the Company. In the course of evaluating and approving the ownership structure, operations and economics emanating from RLP, a committee consisting of the independent Board member of the Company, considered, among other factors, the significant benefits provided to the Company through association with a minority business enterprise, particularly as many of the Company’s largest current and potential customers have a need for diversity offerings. In addition, the committee concluded that the economic relationship with RLP was on terms no less favorable to the Company than terms generally available from unaffiliated third parties. Certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have the sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties are considered “variable interest entities”. RLP qualifies as a variable interest entity and is included in the Company’s consolidated financial statements. For the year ended June 30, 2016, RLP recorded $110 in profits, of which RCP’s distributable share was $66. For the year ended June 30, 2015, RLP recorded $134 in profits, of which RCP’s distributable share was $80. The non-controlling interest recorded as a reduction of income on the consolidated statements of operations represents RCP’s distributive share. The following table summarizes the balance sheets of RLP: June 30, 2016 2015 ASSETS Accounts receivable - Radiant Global Logistics, Inc. $ 137 $ 106 Prepaid expenses and other current assets 1 3 $ 138 $ 109 LIABILITIES AND PARTNERS’ CAPITAL Other accrued costs $ 6 $ 6 Partners’ capital 132 103 $ 138 $ 109 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 – FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of June 30, 2016 Level 3 Total Contingent consideration $ 7,485 $ 7,485 Fair Value Measurements as of June 30, 2015 Level 3 Total Contingent consideration $ 7,613 $ 7,613 The Company has contingent obligations to transfer cash payments and equity shares to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over the next four fiscal years. Contingent consideration is measured quarterly at fair value, and any change in the contingent liability is included in the consolidated statements of operations. The Company recorded an increase to contingent consideration of $1,003 and a decrease of $3,921 for the years ended June 30, 2016 and 2015, respectively. The change in the current period is principally attributable to increases in management’s estimated future earn-out payments for DCA, PCA, and Highways, offset by a reduction in management’s estimates of future earn-out payments for On Time. The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in assumptions and operating results could have a significant impact on the earn-out amount, up to a maximum of $16,009 through earn-out periods measured through November 2019, although there are no maximums on certain earn-out payments. Contingent consideration is net of advances on earn-out payments of $800, and also includes approximately $3.4 million that was earned during fiscal year 2016 and is payable November 2016. The following table provides a reconciliation of the beginning and ending liabilities for the liabilities measured at fair value using significant unobservable inputs (Level 3): Contingent Consideration Balance as of June 30, 2014 $ 11,167 Increase related to accounting for acquisitions 2,025 Contingent consideration paid (1,658 ) Change in fair value (3,921 ) Balance as of June 30, 2015 $ 7,613 Increase related to accounting for acquisition 425 Contingent consideration paid (1,556 ) Change in fair value 1,003 Balance as of June 30, 2016 $ 7,485 |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 10 – PROVISION FOR INCOME TAXES June 30, 2016 2015 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 654 $ 543 Accruals 878 517 Share-based compensation 919 613 Technology and equipment basis differences (3,095 ) (2,073 ) Goodwill deductible for tax purposes (101 ) (1,198 ) Intangibles (15,307 ) (17,496 ) Deferred rent 346 253 Net operating loss carry-forward 2,860 2,688 Other, net 321 586 $ (12,525 ) $ (15,567 ) Income tax expense (benefit) attributable to operations is as follows: Year ended June 30, 2016 2015 Current: Federal $ 1,002 $ 3,445 State 176 321 Foreign 8 6 Deferred: Federal (3,060 ) (1,510 ) State 193 (242 ) Foreign (205 ) (4 ) $ (1,886 ) $ 2,016 The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense (benefit): Year ended June 30, 2016 2015 Tax expense at statutory rate $ (1,853 ) $ 2,684 Permanent differences 86 59 State income taxes 387 18 Foreign income taxes 371 150 Transaction costs 12 618 Contingent consideration (463 ) (1,486 ) Uncertain tax positions (165 ) — Other (261 ) (27 ) $ (1,886 ) $ 2,016 The following table reconciles the Company’s uncertain income tax positions: Year ended June 30, 2016 2015 Balance, beginning of the year $ 308 $ — Additions on tax positions related to the current year — 81 Additions on tax positions related to the prior year 24 227 Other reductions on tax positions taken in prior years (148 ) — Settlements (160 ) — Balance, end of the year $ 24 $ 308 The Company’s effective tax rate for the year ended June 30, 2016 is higher than the U.S. federal statutory rate primarily due to benefits for nontaxable contingent consideration and uncertain tax positions that increase the overall benefit from losses in the U.S. jurisdiction. This is partially offset by losses in a foreign jurisdiction that are benefitted at a lower foreign rate. Approximately $24,000 of the total gross unrecognized tax benefits as of June 30, 2016, if recognized, would impact the effective tax rate. The Company’s net operating loss carry-forwards expire primarily in the 2027 through 2033 fiscal years. The Company and its wholly owned U.S. subsidiaries file a consolidated Federal income tax return. The Company also files unitary or separate returns in various state, local and non-U.S. jurisdictions based on state, local and non-U.S. filing requirements. Tax years which remain subject to examination by U.S. authorities are the years ended June 30, 2013 through June 30, 2016. Tax years which remain subject to examination by state authorities are the years ended June 30, 2012 through June 30, 2016. Tax years which remain subject to examination by non-U.S. authorities are the periods ended December 31, 2011 through June 30, 2016. Occasionally our 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | NOTE 11 – 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, RSUs, performance shares and performance units. 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 10 years. Generally, grants under each plan vest 20% annually over a five year period from the date of grant. Stock Awards The Company granted restricted stock awards to certain employees in August 2012. The shares are restricted in transferability for a term of up to five years and are forfeited in the event the employee terminates employment prior to the lapse of the restriction. The awards generally vest ratably over a five year period. During the years ended June 30, 2016 and 2015, the Company recognized share-based compensation expense related to stock awards of $3 and $5, respectively. The following table summarizes stock award activity under the plan for the years ended June 30, 2016 and 2015: Number of Shares Weighted Average Grant- date Fair Value Balance as of June 30, 2014 7,691 $ 1.62 Vested (3,114 ) 1.62 Balance as of June 30, 2015 4,577 $ 1.62 Vested (3,113 ) 1.62 Forfeited (386 ) 1.62 Balance as of June 30, 2016 1,078 $ 1.62 Stock Options For the years ended June 30, 2016 and 2015, the Company recognized share-based compensation expense related to stock options of $1,404 and $1,110, Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of June 30, 2014 5,125,044 $ 1.46 5.78 $ 8,381 Granted 1,598,363 4.50 10.00 — Exercised (2,118,711 ) 0.84 — 10,279 Forfeited (94,809 ) 2.56 — — Outstanding as of June 30, 2015 4,509,887 $ 2.80 7.75 $ 20,357 Granted 600,000 3.86 10.00 — Exercised (409,374 ) 1.86 — 859 Forfeited (845,223 ) 3.33 — — Outstanding as of June 30, 2016 3,855,290 $ 2.95 6.95 $ 2,530 For the years ended June 30, 2016 and 2015, the weighted average fair value per share of employee stock options granted was $1.96 and $2.57, respectively. The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year ended June 30, 2016 2015 Risk-free interest rate 1.36 - 1.92% 1.45 - 2.01% Expected term 6.5 years 6.5 years Expected volatility 46.60 - 53.49% 55.58 - 62.56% Expected dividend yield 0.00% 0.00% As of June 30, 2016, the Company had approximately $3,845 of total unrecognized share-based compensation costs relating to unvested stock options which is expected to be recognized over a weighted average period of 3.48 years. The following table summarizes outstanding and exercisable options by price range as of June 30, 2016: Outstanding Options Exercisable Options Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value $0.00 - $0.49 410,000 2.48 $ 0.26 $ 1,124 410,000 2.48 $ 0.26 $ 1,124 $0.50 - $0.99 14,559 4.40 0.60 35 14,559 4.40 0.60 35 $1.00 - $1.49 135,844 5.05 1.33 227 115,844 4.82 1.31 196 $1.50 - $1.99 450,041 6.82 1.88 504 217,902 6.73 1.87 246 $2.00 - $2.49 835,743 5.88 2.28 605 518,284 5.40 2.29 370 $2.50 - $2.99 140,000 7.67 2.75 35 50,000 7.67 2.75 12 $3.00 - $3.49 543,931 8.66 3.26 — 78,588 7.67 3.13 — $3.50 - $3.99 385,000 8.87 3.88 — 42,000 8.43 3.97 — $4.00 - $4.49 288,404 8.63 4.19 — 43,017 8.33 4.17 — $4.50 - $4.99 261,842 8.62 4.58 — 52,709 8.57 4.58 — $5.00 - $5.49 84,926 8.84 5.27 — 17,140 8.76 5.27 — $5.50 - $5.99 240,000 7.34 5.63 — 80,000 4.51 5.63 — $6.50 - $6.99 50,000 9.08 6.77 — — — — — $7.50 - $7.99 15,000 8.98 7.88 — 3,000 8.98 7.88 — 3,855,290 6.95 $ 2.95 $ 2,530 1,643,043 5.23 $ 2.07 $ 1,983 |
Contingencies
Contingencies | 12 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 12 – CONTINGENCIES Legal Proceedings The Company is involved in various claims and legal actions arising in the ordinary course of business, some of which are in the very early stages of litigation and therefore difficult to judge their potential materiality. For those claims for which we can judge the materiality, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. Legal expenses are expensed as incurred. A summary of potential material litigation is as follows. DBA Distribution Services, Inc. – Bretta Santini Pollara v. Radiant Logistics, Inc., United States District Court, Central District of California, Case No. 12-344 GAF In December 2012, an arbitrator awarded the Company damages from the former shareholders of DBA, finding that the former shareholders breached certain representations and warranties contained in the DBA Agreement. In addition, the arbitrator found that Paul Pollara breached his noncompetition obligation to the Company and enjoined Mr. Pollara from engaging in any activity in contravention of his obligations of noncompetition and non-solicitation, including activities that relate to Santini Productions and his spouse, Bretta Santini Pollara until March 2016. The award also provided that the former DBA Shareholders and Mr. Pollara must pay to the Company the administrative fees, compensation and expenses of the arbitrator associated with the arbitration. The award has been off-set against amounts due to former shareholders of acquired operations. The gain on litigation settlement was recorded net of judgment interest and associated legal costs. In a related matter, in December 2011, Ms. Pollara filed a claim for declaratory relief against the Company seeking an order stipulating that she is not bound by the non-compete covenant contained within the DBA Agreement signed by her husband, Mr. Pollara. On January 23, 2012, the Company filed a counterclaim against Ms. Pollara, her company Santini Productions, Daniel Reffner (a former employee of the Company now working for Ms. Pollara), and Oceanair, Inc. (“Oceanair”, a company doing business with Santini Productions). The Company’s counterclaim alleges claims for statutory and common law misappropriation of trade secrets, breach of duty of loyalty, and unfair competition, and sought damages in excess of $1.0 million. In April 2014, a jury returned a verdict in our favor in the amount of $1.5 million, however, the judge entered a judgment notwithstanding the verdict and dismissed the case. The Company appealed the judgment to the 9 th Ingrid Barahona v. Accountabilities, Inc. d/b/a/ Accountabilities Staffing, Inc., Radiant Global Logistics, Inc. and DBA Distribution Services, Inc. (Ingrid Barahona California Class Action) On October 25, 2013, plaintiff Ingrid Barahona filed a purported class action lawsuit against RGL, DBA Distribution Services, Inc. (“DBA”), and two third-party staffing companies (collectively, the “Staffing Defendants”) with whom Radiant and DBA contracted for temporary employees. In the lawsuit, Ms. Barahona, on behalf of herself and the putative class, seeks damages and penalties under California law, plus interest, attorneys’ fees, and costs, along with equitable remedies, alleging that she and the putative class were the subject of unfair and unlawful business practices, including certain wage and hour violations relating to, among others, failure to provide meal and rest periods, failure to pay minimum wages and overtime, and failure to reimburse employees for work-related expenses. Ms. Barahona alleges that she was jointly employed by the staffing companies and Radiant and DBA. Radiant and DBA deny Ms. Barahona’s allegations in their entirety, deny that they are liable to Ms. Barahona or the putative class members in any way, and are vigorously defending against these allegations based upon a preliminary evaluation of applicable records and legal standards. If Ms. Barahona’s allegations were to prevail on all claims the Company, as well as its co-defendants, could be liable for uninsured damages in an amount that, while not significant when evaluated against either the Company’s assets or current and expected level of annual earnings, could be material when judged against the Company’s earnings in the particular quarter in which any such damages arose, if at all. However, based upon the Company’s preliminary evaluation of the matter, it does not believe it is likely to incur material damages, if at all, since, among others: (i) the amount of any potential damages remains highly speculative at this stage of the proceedings; (ii) the Company does not believe as a matter of law it should be characterized as Ms. Barahona’s employer and codefendant Accountabilities admitted to being the employer of record (iii) any settlement will be properly apportioned between all named defendants and Radiant and DBA will not exclusively fund the settlement; (iv) wage and hour class actions of this nature typically settle for amounts significantly less than plaintiffs’ demands because of the uncertainly with litigation and the difficulty in taking these types of cases to trial; and (v) Plaintiff has indicated her desire to resolve this matter through a mediated settlement. Plaintiff recently admitted in a report to the court that she is unable to prosecute the case because the payroll and personnel records she needs are in the possession of Tri-State and/or Accountabilities, and the case has been stayed as to them pending resolution of their chapter 11 bankruptcy proceedings. In January 2016, the court held a status conference, which has since been continued until October 31, 2016 so the parties can attempt to obtain the necessary documents. DBA and Radiant are currently attempting to obtain the necessary records through the Tri-State and Accountabilities’ Trustee. At this time, the Company is unable to express an opinion as to the likely outcome of the matter. High Protection Company, a Utah Company, Plaintiff v. Professional Air Transportation, LLC, a Utah Limited Liability Company, d/b/a ADCOM, SLC; Radiant Logistics, Inc., a Foreign Corporation; ADCOM World-Wide, an Operating Division of Radiant Logistics, Inc.; Radiant Global Logistics, Inc., a Foreign Corporation, d/b/a Container Lines; Felipe Lake, an individual, Rubens Correa, an individual; and Does 1-100, Defendants, United States District Court of Utah (Central), Civil Docket No. 2:14-cv-00466-TC-BCW (formerly Salt Lake County, Utah, Case # 140902965) On or about May 27, 2014, the Company, together with its co-defendants, including certain of its subsidiaries, were sued in the Third Judicial District Court, Salt Lake County, State of Utah. The matter was subsequently removed to the Federal Courts in the United States District Court, for the District of Utah. The lawsuit alleges liability and damages arising from the ocean shipment of five (5) armored vehicles from Jordan to the Kandahar Air Base, Afghanistan, commencing in August, 2011. On April 10, 2011, the Plaintiff, High Protection Company, was awarded a contract from the United States Army in the amount of $0.7 million for the manufacture and delivery of five armored vehicles. The vehicles were to be delivered to the Kandahar Airfield in Kandahar, Afghanistan, by May 16, 2011. The delivery of the vehicles was delayed into 2013 due to various delays that occurred during the shipping process, including the closing of the border between Pakistan and Afghanistan from November 2011 to July 2012. In June 2013, the United States Army terminated its contract with the Plaintiff. Plaintiff asserted damages against the Company and its co-defendants in excess of $1.0 million, including loss of a $0.7 million contract with the United States Army, demurrage and storage charges now alleged to exceed $0.2 million, and loss of the vehicles. Based upon the Company’s preliminary understanding of the claims, it does not believe it is likely to be exposed to damages, or damages that are material, since, among others: (i) the Company is insured for claims of this nature subject to a $1.0 million aggregate limit for all claims made and reported during the policy period (subject to a typical reservation of rights letter received from the Underwriter); (ii) the Company believes the Plaintiff’s losses, if any, were due, to a material extent, to its own contributory negligence; and (iii) the Plaintiff’s claim should be limited as a result of the limitations upon liability contained within the air bill of lading and other shipping documents used in the transaction. A mediation took place in early 2016 and the parties were unable to come to a resolution. Subsequent to the mediation, the Company filed a Motion for Summary Judgment with the Court on the basis that the claim is time barred. Additionally, the Court, of its own accord, has asked the parties for briefing on the subject of “Jurisdiction”. The Court will permit additional briefing and additional discovery on both the Motion for Summary Judgment and the subject of Jurisdiction until January 2017. At that time, although no date has yet been set, the Court may request additional oral argument or additional briefing for the purposes of rendering determinations on the Motion for Summary Judgment and the legal issue with respect to Jurisdiction. Contingent Consideration and Earn-out Payments The Company’s agreements with respect to previous acquisitions contain future consideration provisions which provide for the selling shareholder(s) to receive additional consideration if specified operating objectives and financial results are achieved in future periods, as defined in their respective agreements. Any changes to the fair value of the contingent consideration are recorded in the consolidated statements of operations. Earn-out payments are generally due annually on November 1, and 90 days following the quarter of the final earn-out period for each respective acquisition. The following table represents the estimated undiscounted earn-out payments to be paid in each of the following fiscal years: 2017 2018 2019 2020 Total Earn-out payments: Cash $ 2,557 $ 2,334 $ 879 $ 123 $ 5,893 Equity 840 778 95 41 1,754 Total estimated earn-out payments (1) $ 3,397 $ 3,112 $ 974 $ 164 $ 7,647 (1) The Company generally has the right but not the obligation to satisfy a portion of the earn-out payments in stock. |
Operating and Geographic Segmen
Operating and Geographic Segment Information | 12 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Operating and Geographic Segment Information | NOTE 13 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions regarding allocation of resources and assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. With the recent acquisition of Wheels, the Company has determined that it has two geographic operating segments: United States and Canada. Immaterial operations outside of the United States and Canada are reported in the United States segment. The Company evaluates the performance of the segments primarily based on their respective revenues, net revenues and income from operations. Accordingly, capital expenditures and total assets are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes the costs of the Company’s executives, board of directors, professional services such as legal and consulting, amortization of acquired intangible assets and certain other corporate costs associated with operating as a public company. Intercompany transactions have been eliminated in the consolidated balance sheets and statements of operations. Year ended June 30, 2016 (in thousands) United States Canada Corporate/ Eliminations Total Revenues $ 682,407 $ 104,762 $ (4,674 ) $ 782,495 Net revenues 167,602 19,059 — 186,661 Income (loss) from operations 21,106 96 (21,539 ) (337 ) Other income (expense) 1,220 (170 ) (6,052 ) (5,002 ) Income (loss) before income tax expense 22,326 (74 ) (27,591 ) (5,339 ) Depreciation and amortization 1,890 671 9,472 12,033 Technology and equipment, net 9,698 1,479 1,276 12,453 Goodwill 42,984 19,904 — 62,888 Year ended June 30, 2015 (in thousands) Revenues $ 473,683 $ 29,923 $ (941 ) $ 502,665 Net revenues 118,174 5,549 — 123,723 Income (loss) from operations 21,869 587 (11,906 ) 10,550 Other expense (471 ) (252 ) (1,856 ) (2,579 ) Income (loss) before income tax expense 21,398 335 (13,762 ) 7,971 Depreciation and amortization 798 167 5,394 6,359 Technology and equipment, net 9,016 1,972 2,188 13,176 Goodwill 43,185 19,904 — 63,089 The Company’s revenue generated within the United States consists of any shipment whose origin and destination is within the United States. The following data presents the Company’s revenue generated from shipments to and from the United States and all other countries, which is determined based upon the geographic location of a shipment’s initiation and destination points (in thousands): Year ended June 30, 2016: United States Other Countries Total Revenue $ 445,325 $ 337,170 $ 782,495 Cost of transportation 345,129 250,705 595,834 Net revenue $ 100,196 $ 86,465 $ 186,661 Year ended June 30, 2015: United States Other Countries Total Revenue $ 287,715 $ 214,950 $ 502,665 Cost of transportation 208,558 170,384 378,942 Net revenue $ 79,157 $ 44,566 $ 123,723 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 14 – SUBSEQUENT EVENT On July 14, 2016, the Company’s board of directors declared a cash dividend to holders of the Series A Preferred Shares in the amount of $0.609375 per share. The total declared dividend totaled $511 and was paid on August 1, 2016. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | a) Use of Estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include revenue recognition, accruals for the cost of purchased transportation, the fair value of acquired assets and liabilities, changes in contingent consideration, accounting for the issuance of shares and share-based compensation, the assessment of the recoverability of long-lived assets and goodwill, and the establishment of an allowance for doubtful accounts. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. Actual results could differ from those estimates. |
Fair Value Measurements | b) Fair Value Measurements In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. |
Fair Value of Financial Instruments | c) Fair Value of Financial Instruments The carrying values of the Company’s receivables, accounts payable and accrued transportation costs, commissions payable, other accrued costs, and the income tax deposit approximate the fair values due to the relatively short maturities of these instruments. The carrying value of the Company’s credit facility and other long-term liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates. Contingent consideration attributable to the Company’s acquisitions are reported at fair value using Level 3 inputs. |
Cash and Cash Equivalents | d) Cash and Cash Equivalents For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less that are not securing any corporate obligations. Cash balances may at times exceed federally insured limits. Checks issued by the Company that have not yet been presented to the bank for payment are reported as accounts payable and commissions payable in the accompanying consolidated balance sheets. Accounts payable and commissions payable includes outstanding payments which had not yet been presented to the bank for payment in the amounts of $4,434 and $3,137 as of June 30, 2016 and 2015, respectively. |
Concentrations | e) Concentrations The Company maintains its cash in bank deposit accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts. |
Accounts Receivable | f) Accounts Receivable The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records a reserve for bad debts against amounts due to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The reserve is a discretionary amount determined from the analysis of the aging of the accounts receivables, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently-owned strategic operating partner locations operating under the various Company brands. Each individual strategic operating partner is responsible for some or all of the bad debt expense related to the underlying customers being serviced by such operating partner. To facilitate this arrangement, certain strategic operating partners are required to maintain a security deposit with the Company that is recognized as a liability in the Company’s financial statements. The Company charges each individual strategic operating partner’s bad debt reserve account for any accounts receivable aged beyond 90 days. However, the bad debt reserve account may carry a deficit balance when amounts charged to this reserve exceed amounts otherwise available in the bad debt reserve account. In these circumstances, deficit bad debt reserve accounts, as well as other deficit balances owed to us by our strategic operating partners, are recognized as a receivable in the Company’s financial statements. Other strategic operating partners are not responsible to establish a bad debt reserve, however, they are still responsible for deficits and their strategic operating partner agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual operating partner in satisfaction of any deficit balance. Currently, a number of the Company’s operating partners have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these operating partners. However, to the extent any of these operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such amount. |
Technology and Equipment | g) Technology and Equipment Technology (computer software, hardware, and communications), vehicles, furniture, and equipment are stated at cost, less accumulated depreciation over the estimated useful lives of the respective assets. Depreciation is computed using three to fifteen year lives for vehicles, communication, office, furniture, and computer equipment using the straight line method of depreciation. Computer software is depreciated over a three to five year life using the straight line method of depreciation. For leasehold improvements, the cost is amortized over the shorter of the lease term or useful life on a straight line basis. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income or expense. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized. |
Goodwill | h) Goodwill Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. The Company typically performs its annual goodwill impairment test effective as of April 1 of each year, unless events or circumstances indicate impairment may have occurred before that time. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. After assessing qualitative factors, the Company determined that no further testing was necessary. If further testing was necessary, the Company would have performed a two-step impairment test for goodwill. The first step requires the Company to determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. As of June 30, 2016, management believes there are no indications of impairment. The table below reflects changes in goodwill for the years ending June 30: June 30, 2016 2015 Goodwill, beginning of year $ 63,089 $ 28,247 Wheels acquisition 85 28,525 SBA acquisition (316 ) 4,626 Other acquisitions 30 1,691 Goodwill, end of year $ 62,888 $ 63,089 |
Long-Lived Assets | i ) Long-Lived Assets Acquired intangibles consist of customer related intangibles, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangibles are amortized using the straight-line method over a period of up to 10 years, trademarks and trade names are amortized using the straight line method over 15 years, and non-compete agreements are amortized using the straight line method over the term of the underlying agreements. During the fourth quarter of 2015 the Company evaluated the amortizable life used for customer related intangibles and determined that to better reflect the expected future cash flows of those assets, the lives were extended from five years to a range of up to 10 years. This change in estimate, effective as of April 1, 2015, was accounted for prospectively. This change lowered amortization expense $600, increasing earnings per basic and diluted share approximately $.01, for the year ended June 30, 2015. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. During the fiscal year, the Company concluded it had a triggering event requiring assessment of customer related intangibles associated with the On-Time Express, Inc. (“On Time”) acquisition due to loss of customers. As a result, the Company reviewed the customer related intangibles and recorded an impairment loss of $3,680 during the second fiscal quarter. The impairment was measured using future discounted cash flows using Level 3 inputs in the fair market hierarchy. Management has performed a review of all long-lived assets and has determined no further impairment of the respective carrying value has occurred as of June 30, 2016. |
Business Combinations | j) Business Combinations The Company accounts for business combinations using the purchase method of accounting and allocates the purchase price to the tangible and intangible assets acquired and the liabilities assumed based upon their estimated fair values at the acquisition date. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. The fair values of intangible assets acquired are estimated using a discounted cash flow approach with Level 3 inputs. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company uses risk-adjusted cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes the level and timing of cash flows appropriately reflects market participant assumptions. The Company determines the acquisition date fair value of the contingent consideration payable based on the likelihood of paying the contingent consideration as part of the consideration transferred. The fair value is estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by our acquired companies using Level 3 inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the contingent liability is included in the consolidated statements of operations. |
Commitments | k) Commitments The Company has operating lease commitments for equipment rentals, office space, and warehouse space under non-cancelable operating leases expiring at various dates through March 2022. Rent expense is recognized straight line over the term of the lease. Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows: 2017 $ 4,616 2018 3,911 2019 3,262 2020 3,004 2021 2,295 Thereafter 988 Total minimum lease payments $ 18,076 Rent expense amounted to $4,932 and $2,750 for the years ended June 30, 2016 and 2015, respectively. |
Lease Termination and Transition Costs | l) Lease Termination and Transition Costs Lease termination costs consist of expenses related to future rent payments for which we no longer intend to receive any economic benefit. A liability is recorded when we cease to use leased space. Lease termination costs are calculated as the present value of lease payments, net of expected sublease income, and the loss on disposition of assets. Transition costs consist of non-recurring personnel costs that will be eliminated in connection with the winding-down of the historical back-office of SBA and other operating locations. The transition and lease termination liability consists of the following: Lease Costs Retention and Severance Costs Non-recurring Personnel Costs Total Balance as of June 30, 2014 $ 518 $ — $ — $ 518 Lease termination and transitions costs 583 29 158 770 Payments and other (846 ) — (158 ) (1,004 ) Balance as of June 30, 2015 $ 255 $ 29 $ — $ 284 Lease termination and transitions costs 2,545 992 2,408 5,945 Payments and other (985 ) (340 ) (2,408 ) (3,733 ) Balance as of June 30, 2016 $ 1,815 $ 681 $ — $ 2,496 |
401(k) Savings Plans | m) 401(k) Savings Plans The Company has an employee savings plan under which the Company provides safe harbor matching contributions. For the years ended June 30, 2016 and 2015, the Company’s contributions under the plan were $700 and $495, respectively. |
Income Taxes | n) Income Taxes Deferred income taxes are reported using the asset and liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense or other expense, respectively. |
Revenue Recognition and Purchased Transportation Costs | o) Revenue Recognition and Purchased Transportation Costs The Company is the primary obligor responsible for providing the service desired by the customer and is responsible for fulfillment, including the acceptability of the service(s) ordered or purchased by the customer. At the Company’s sole discretion, it sets the prices charged to its customers, and is not required to obtain approval or consent from any other party in establishing its prices. The Company has multiple suppliers for the services it sells to its customers, and has the absolute and complete discretion and right to select the supplier that will provide the product(s) or service(s) ordered by a customer, including changing the supplier on a shipment-by-shipment basis. In most cases, the Company determines the nature, type, characteristics, and specifications of the service(s) ordered by the customer. The Company also assumes credit risk for the amount billed to the customer. As a non-asset based carrier, the Company generally does not own transportation assets. The Company generates the major portion of its freight forwarding revenues by purchasing transportation services from direct (asset-based) carriers and reselling those services to its customers. Based upon the terms in the contract of carriage, revenues related to shipments where the Company issues a House Airway Bill or a House Ocean Bill of Lading are recognized at the time the freight is tendered to the direct carrier at origin net of duties and taxes. Costs related to the shipments are also recognized at this same time based upon anticipated margins, contractual arrangements with direct carriers, and other known factors. The estimates are routinely monitored and compared to actual invoiced costs. The estimates are adjusted as deemed necessary by the Company to reflect differences between the original accruals and actual costs of purchased transportation. This method generally results in recognition of revenues and purchased transportation costs earlier than the preferred methods under GAAP which does not recognize revenue until a proof of delivery is received or which recognizes revenue as progress on the transit is made. The Company’s method of revenue and cost recognition does not result in a material difference from amounts that would be reported under such other methods. All other revenue, including revenue from other value-added services including brokerage services, warehousing and fulfillment services, is recognized upon completion of the service. |
Share-Based Compensation | p) Share-Based Compensation The Company has issued restricted stock awards and stock options to certain directors, officers and employees. The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the percentage of awards that will be forfeited, stock volatility, the expected life of the award, and other inputs. If actual forfeitures differ significantly from the estimates, share-based compensation expense and the Company’s results of operations could be materially impacted. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under our stock plan. The Company recorded share-based compensation expense of $1,407 and $1,115 for the years ended June 30, 2016 and 2015, respectively. |
Basic and Diluted Income Per Share | q) Basic and Diluted Income Per Share Basic income per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, such as stock awards and stock options, had been issued and if the additional common shares were dilutive. Net income attributable to common stockholders is calculated after earned preferred stock dividends, whether or not declared. For the year ended June 30, 2016, the weighted average outstanding number of dilutive common shares totaled 48,413,361 shares of common stock. Unvested restricted stock awards and options to purchase 3,856,368 shares of common stock were excluded from the diluted income per share for the year ended June 30, 2016, as there was a net loss and their effect would have been antidilutive. For the year ended June 30, 2015, the weighted average outstanding number of dilutive common shares totaled 38,021,511 shares of common stock, including unvested restricted stock awards and options to purchase 4,514,464 shares of common stock as of June 30, 2015, of which 918,290 were excluded as their effect would have been antidilutive. The following table reconciles the numerator and denominator of the basic and diluted per share computations for earnings per share as follows: Year ended June 30, 2016 2015 Weighted average basic shares outstanding 48,413,361 36,446,778 Dilutive effect of share-based awards — 1,574,733 Weighted average dilutive shares outstanding 48,413,361 38,021,511 |
Foreign Currency Translation | r) Foreign Currency Translation For the Company’s significant foreign subsidiaries that prepare financial statements in currencies other than U.S. dollars, the local currency is the functional currency. All assets and liabilities are translated at year-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive (loss) income. Gains and losses on transactions of monetary items are recognized in the consolidated statements of operations. |
Reclassifications | s) Reclassifications Certain amounts for prior periods have been reclassified in the Company’s consolidated financial statements to conform to the classification used in fiscal year 2016. |
Recent Accounting Pronouncements | t) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU 2015-03, Imputation of Interest, requiring entities to present debt issuance costs related to a debt liability as a reduction of the carrying amount of that liability. In August 2015, the FASB issued ASU 2015-15 to provide additional guidance related to debt issuance costs related to line-of-credit arrangements. The Company elected early adoption of ASU 2015-03 and ASU 2015-15 as of June 30, 2016. The adoption was applied on a retrospective basis. As such, the Company reclassified the June 30, 2015 balance of $1,691 of loan issuance costs to notes payable, net of current portion from deposits and other assets on the consolidated balance sheets. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, to require deferred tax assets and liabilities to be classified as non-current on the balance sheet. Current GAAP requires the presentation of deferred tax assets and liabilities as either current or non-current on the balance sheet. In addition, valuation allowances are no longer required to be allocated between current and non-current deferred tax assets as they will also be classified as non-current. The ASU does not impact the requirement to offset deferred tax assets and deferred tax liabilities for each taxpaying component within a jurisdiction. The Company elected early adoption of ASU 2015-17 as of June 30, 2016. The adoption was applied on a retrospective basis. As such, the Company reclassified the June 30, 2015 balance of $1,977 to deferred tax liability from deferred tax assets on the consolidated balance sheets. In February 2016, the FASB issued ASU 2016-02, Leases, to replace existing guidance. The guidance requires the recognition of right-of-use assets and lease liabilities for operating leases with terms more than 12 months on the balance sheet. Guidance is also provided for the presentation of leases within the statement of operations and cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Stock Compensation, to improve the accounting for share-based compensation. The guidance changes how companies account for certain aspects of share-based compensation, including accounting for income taxes, forfeitures, tax withholdings, and classification of items in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company anticipates adopting this standard during the first quarter of fiscal 2017. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Goodwill | The table below reflects changes in goodwill for the years ending June 30: June 30, 2016 2015 Goodwill, beginning of year $ 63,089 $ 28,247 Wheels acquisition 85 28,525 SBA acquisition (316 ) 4,626 Other acquisitions 30 1,691 Goodwill, end of year $ 62,888 $ 63,089 |
Schedule of Minimum Future Lease Payments (Excluding Lease Termination Liability) under Non-Cancelable Operating Leases | Minimum future lease payments (excluding the lease payments included in the lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows: 2017 $ 4,616 2018 3,911 2019 3,262 2020 3,004 2021 2,295 Thereafter 988 Total minimum lease payments $ 18,076 |
Schedule of Transition and Lease Termination Liability | The transition and lease termination liability consists of the following: Lease Costs Retention and Severance Costs Non-recurring Personnel Costs Total Balance as of June 30, 2014 $ 518 $ — $ — $ 518 Lease termination and transitions costs 583 29 158 770 Payments and other (846 ) — (158 ) (1,004 ) Balance as of June 30, 2015 $ 255 $ 29 $ — $ 284 Lease termination and transitions costs 2,545 992 2,408 5,945 Payments and other (985 ) (340 ) (2,408 ) (3,733 ) Balance as of June 30, 2016 $ 1,815 $ 681 $ — $ 2,496 |
Reconciliation of Numerator and Denominator of Basic and Diluted Per Share Computations for Earnings Per Share | The following table reconciles the numerator and denominator of the basic and diluted per share computations for earnings per share as follows: Year ended June 30, 2016 2015 Weighted average basic shares outstanding 48,413,361 36,446,778 Dilutive effect of share-based awards — 1,574,733 Weighted average dilutive shares outstanding 48,413,361 38,021,511 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Acquisition Date Fair Value of Consideration Transferred | The acquisition date fair value of the consideration transferred consisted of the following: Fair value of consideration transferred: Wheels SBA Other Cash, net of cash acquired $ 26,948 $ 10,903 $ 5,719 Common stock 38,847 — 369 Working capital and other holdbacks — 573 733 Contingent consideration — — 2,025 $ 65,795 $ 11,476 $ 8,846 Fair value of acquired receivables: Wheels SBA Other Gross amount due $ 34,903 $ 18,959 $ 834 Estimated uncollectible amounts (268 ) (376 ) (27 ) $ 34,635 $ 18,583 $ 807 |
Schedule of Purchase Price Allocation for Acquisition | The purchase price allocation for the acquisitions is as follows: Wheels SBA Other Current assets $ 36,800 $ 23,556 $ 807 Technology and equipment 8,672 112 117 Deferred tax asset 7,880 96 — Other assets 1,020 1,130 — Intangibles 59,700 7,082 6,525 Goodwill 28,610 4,310 1,691 Total assets acquired 142,682 36,286 9,140 Other liabilities 34,356 22,083 294 Notes payable 23,078 — — Long-term deferred tax liability 19,453 2,727 — Total liabilities assumed 76,887 24,810 294 Net assets acquired $ 65,795 $ 11,476 $ 8,846 |
Technology and Equipment (Table
Technology and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Technology and Equipment | June 30, 2016 2015 Vehicles $ 4,890 $ 5,384 Communication equipment 186 112 Office and warehouse equipment 608 472 Furniture and fixtures 581 586 Computer equipment 1,416 1,365 Computer software 8,596 7,210 Leasehold improvements 1,648 1,324 17,925 16,453 Less: Accumulated depreciation and amortization (5,472 ) (3,277 ) $ 12,453 $ 13,176 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Intangible Assets | The table below reflects acquired intangible assets related to all acquisitions: June 30, Weighted-Average 2016 2015 Life Customer related $ 85,824 $ 88,288 8.1 years Trade names and trademarks 14,069 14,069 13.8 years Covenants not to compete 740 730 1.6 years 100,633 103,087 Less: Accumulated amortization (28,692 ) (20,132 ) $ 71,941 $ 82,955 |
Schedule of Future Amortization Expense | Future amortization expense for each of the next five fiscal years ending June 30 and thereafter are as follows: 2017 $ 8,267 2018 8,232 2019 8,201 2020 8,089 2021 8,026 Thereafter 31,126 $ 71,941 |
Notes Payable and Other Long-28
Notes Payable and Other Long-Term Debt (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Other Long-Term Debt | Notes payable and other long-term debt consist of the following: June 30, 2016 2015 Long-term Credit Facility $ 9,766 $ 37,708 Senior Secured Loan 22,081 23,219 Subordinated Secured Loan — 25,000 Other notes payable 338 509 Less: Loan issuance costs (866 ) (1,691 ) Total notes payable and other long term debt 31,319 84,745 Less: Current portion (2,416 ) (543 ) Total notes payable, net of current portion $ 28,903 $ 84,202 |
Schedule of Maturities of Notes Payable and Other Long-Term Debt | Future maturities of notes payable and other long-term debt for each of the next five years ending June 30 and thereafter are as follows: 2017 $ 2,416 2018 2,520 2019 12,304 2020 2,712 2021 2,898 Thereafter 9,335 $ 32,185 |
Variable Interest Entity and 29
Variable Interest Entity and Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Balance Sheets of RLP | The following table summarizes the balance sheets of RLP: June 30, 2016 2015 ASSETS Accounts receivable - Radiant Global Logistics, Inc. $ 137 $ 106 Prepaid expenses and other current assets 1 3 $ 138 $ 109 LIABILITIES AND PARTNERS’ CAPITAL Other accrued costs $ 6 $ 6 Partners’ capital 132 103 $ 138 $ 109 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of June 30, 2016 Level 3 Total Contingent consideration $ 7,485 $ 7,485 Fair Value Measurements as of June 30, 2015 Level 3 Total Contingent consideration $ 7,613 $ 7,613 |
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending liabilities for the liabilities measured at fair value using significant unobservable inputs (Level 3): Contingent Consideration Balance as of June 30, 2014 $ 11,167 Increase related to accounting for acquisitions 2,025 Contingent consideration paid (1,658 ) Change in fair value (3,921 ) Balance as of June 30, 2015 $ 7,613 Increase related to accounting for acquisition 425 Contingent consideration paid (1,556 ) Change in fair value 1,003 Balance as of June 30, 2016 $ 7,485 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | June 30, 2016 2015 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 654 $ 543 Accruals 878 517 Share-based compensation 919 613 Technology and equipment basis differences (3,095 ) (2,073 ) Goodwill deductible for tax purposes (101 ) (1,198 ) Intangibles (15,307 ) (17,496 ) Deferred rent 346 253 Net operating loss carry-forward 2,860 2,688 Other, net 321 586 $ (12,525 ) $ (15,567 ) |
Schedule of Components of Income Tax Expense Benefit | Income tax expense (benefit) attributable to operations is as follows: Year ended June 30, 2016 2015 Current: Federal $ 1,002 $ 3,445 State 176 321 Foreign 8 6 Deferred: Federal (3,060 ) (1,510 ) State 193 (242 ) Foreign (205 ) (4 ) $ (1,886 ) $ 2,016 |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense (benefit): Year ended June 30, 2016 2015 Tax expense at statutory rate $ (1,853 ) $ 2,684 Permanent differences 86 59 State income taxes 387 18 Foreign income taxes 371 150 Transaction costs 12 618 Contingent consideration (463 ) (1,486 ) Uncertain tax positions (165 ) — Other (261 ) (27 ) $ (1,886 ) $ 2,016 |
Schedule of Reconciliation of Uncertain Income Tax Positions | The following table reconciles the Company’s uncertain income tax positions: Year ended June 30, 2016 2015 Balance, beginning of the year $ 308 $ — Additions on tax positions related to the current year — 81 Additions on tax positions related to the prior year 24 227 Other reductions on tax positions taken in prior years (148 ) — Settlements (160 ) — Balance, end of the year $ 24 $ 308 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-Based Compensation Restricted Stock Activity | The following table summarizes stock award activity under the plan for the years ended June 30, 2016 and 2015: Number of Shares Weighted Average Grant- date Fair Value Balance as of June 30, 2014 7,691 $ 1.62 Vested (3,114 ) 1.62 Balance as of June 30, 2015 4,577 $ 1.62 Vested (3,113 ) 1.62 Forfeited (386 ) 1.62 Balance as of June 30, 2016 1,078 $ 1.62 |
Schedule of Share-Based Compensation Stock Options Activity | The following table summarizes the activity under the plan: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of June 30, 2014 5,125,044 $ 1.46 5.78 $ 8,381 Granted 1,598,363 4.50 10.00 — Exercised (2,118,711 ) 0.84 — 10,279 Forfeited (94,809 ) 2.56 — — Outstanding as of June 30, 2015 4,509,887 $ 2.80 7.75 $ 20,357 Granted 600,000 3.86 10.00 — Exercised (409,374 ) 1.86 — 859 Forfeited (845,223 ) 3.33 — — Outstanding as of June 30, 2016 3,855,290 $ 2.95 6.95 $ 2,530 |
Schedule of Share-Based Payment Award Stock Options Valuation Assumptions | For the years ended June 30, 2016 and 2015, the weighted average fair value per share of employee stock options granted was $1.96 and $2.57, respectively. The fair value of each stock option grant is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year ended June 30, 2016 2015 Risk-free interest rate 1.36 - 1.92% 1.45 - 2.01% Expected term 6.5 years 6.5 years Expected volatility 46.60 - 53.49% 55.58 - 62.56% Expected dividend yield 0.00% 0.00% |
Schedule of Share Based Compensation Options Outstanding and Exercisable by Price Range | The following table summarizes outstanding and exercisable options by price range as of June 30, 2016: Outstanding Options Exercisable Options Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value $0.00 - $0.49 410,000 2.48 $ 0.26 $ 1,124 410,000 2.48 $ 0.26 $ 1,124 $0.50 - $0.99 14,559 4.40 0.60 35 14,559 4.40 0.60 35 $1.00 - $1.49 135,844 5.05 1.33 227 115,844 4.82 1.31 196 $1.50 - $1.99 450,041 6.82 1.88 504 217,902 6.73 1.87 246 $2.00 - $2.49 835,743 5.88 2.28 605 518,284 5.40 2.29 370 $2.50 - $2.99 140,000 7.67 2.75 35 50,000 7.67 2.75 12 $3.00 - $3.49 543,931 8.66 3.26 — 78,588 7.67 3.13 — $3.50 - $3.99 385,000 8.87 3.88 — 42,000 8.43 3.97 — $4.00 - $4.49 288,404 8.63 4.19 — 43,017 8.33 4.17 — $4.50 - $4.99 261,842 8.62 4.58 — 52,709 8.57 4.58 — $5.00 - $5.49 84,926 8.84 5.27 — 17,140 8.76 5.27 — $5.50 - $5.99 240,000 7.34 5.63 — 80,000 4.51 5.63 — $6.50 - $6.99 50,000 9.08 6.77 — — — — — $7.50 - $7.99 15,000 8.98 7.88 — 3,000 8.98 7.88 — 3,855,290 6.95 $ 2.95 $ 2,530 1,643,043 5.23 $ 2.07 $ 1,983 |
Contingencies (Tables)
Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Potential Earn-Out Payments | The following table represents the estimated undiscounted earn-out payments to be paid in each of the following fiscal years: 2017 2018 2019 2020 Total Earn-out payments: Cash $ 2,557 $ 2,334 $ 879 $ 123 $ 5,893 Equity 840 778 95 41 1,754 Total estimated earn-out payments (1) $ 3,397 $ 3,112 $ 974 $ 164 $ 7,647 (1) The Company generally has the right but not the obligation to satisfy a portion of the earn-out payments in stock. |
Operating and Geographic Segm34
Operating and Geographic Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | The Company evaluates the performance of the segments primarily based on their respective revenues, net revenues and income from operations. Accordingly, capital expenditures and total assets are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes the costs of the Company’s executives, board of directors, professional services such as legal and consulting, amortization of acquired intangible assets and certain other corporate costs associated with operating as a public company. Intercompany transactions have been eliminated in the consolidated balance sheets and statements of operations. Year ended June 30, 2016 (in thousands) United States Canada Corporate/ Eliminations Total Revenues $ 682,407 $ 104,762 $ (4,674 ) $ 782,495 Net revenues 167,602 19,059 — 186,661 Income (loss) from operations 21,106 96 (21,539 ) (337 ) Other income (expense) 1,220 (170 ) (6,052 ) (5,002 ) Income (loss) before income tax expense 22,326 (74 ) (27,591 ) (5,339 ) Depreciation and amortization 1,890 671 9,472 12,033 Technology and equipment, net 9,698 1,479 1,276 12,453 Goodwill 42,984 19,904 — 62,888 Year ended June 30, 2015 (in thousands) Revenues $ 473,683 $ 29,923 $ (941 ) $ 502,665 Net revenues 118,174 5,549 — 123,723 Income (loss) from operations 21,869 587 (11,906 ) 10,550 Other expense (471 ) (252 ) (1,856 ) (2,579 ) Income (loss) before income tax expense 21,398 335 (13,762 ) 7,971 Depreciation and amortization 798 167 5,394 6,359 Technology and equipment, net 9,016 1,972 2,188 13,176 Goodwill 43,185 19,904 — 63,089 |
Schedule of Segment Reporting Information, by Segment | The following data presents the Company’s revenue generated from shipments to and from the United States and all other countries, which is determined based upon the geographic location of a shipment’s initiation and destination points (in thousands): Year ended June 30, 2016: United States Other Countries Total Revenue $ 445,325 $ 337,170 $ 782,495 Cost of transportation 345,129 250,705 595,834 Net revenue $ 100,196 $ 86,465 $ 186,661 Year ended June 30, 2015: United States Other Countries Total Revenue $ 287,715 $ 214,950 $ 502,665 Cost of transportation 208,558 170,384 378,942 Net revenue $ 79,157 $ 44,566 $ 123,723 |
The Company and Basis of Pres35
The Company and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2016LocationOfficeCompany | |
Organization and Basis of Presentation [Line Items] | |
Number of operating locations | Location | 140 |
Number of owned offices | Office | 18 |
Number of asset based transportation companies | Company | 10,000 |
Radiant Global Logistics, Inc. | |
Organization and Basis of Presentation [Line Items] | |
Equity method investment, ownership percentage | 40.00% |
Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | |
Organization and Basis of Presentation [Line Items] | |
Equity method investment, ownership percentage | 60.00% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Bank overdrafts | $ 3,137,000 | $ 4,434,000 | $ 3,137,000 | |
loss on impairment of acquired intangible assets | $ 3,680 | $ 3,680,000 | 0 | |
Description of impairment loss | During the fiscal year, the Company concluded it had a triggering event requiring assessment of customer related intangibles associated with the On-Time Express, Inc. (“On Time”) acquisition due to loss of customers. As a result, the Company reviewed the customer related intangibles and recorded an impairment loss of $3,680 during the second fiscal quarter. The impairment was measured using future discounted cash flows using Level 3 inputs in the fair market hierarchy. | |||
Rent expense | $ 4,932 | 2,750 | ||
Defined contribution plan, contributions by employer | 700,000 | 495,000 | ||
Share-based compensation expense | $ 1,407 | $ 1,115 | ||
Dilutive common shares | 48,413,361 | 38,021,511 | ||
Anti-dilutive securities excluded from computation of earnings per share, amount | 3,856,368 | 918,290 | ||
Incremental common shares attributable to call options and warrants | 4,514,464 | 3,856,368 | 4,514,464 | |
Loan Issuance Costs | ASU 2015-03 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Reclassification of loan issuance costs to notes payable | $ 1,691 | $ 1,691 | ||
Deferred Tax Assets | ASU 2015-17 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Reclassification of loan issuance costs to notes payable | $ 1,977 | 1,977 | ||
Customer-Related Intangible Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Decrease in amortization expenses due to accounting estimate | $ (600,000) | |||
Increase in basic and diluted earnings per share due to accounting estimate | $ 0.01 | |||
Trademarks and Trade Names | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 15 years | |||
Maximum | Customer-Related Intangible Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Maximum | Intangible Asset Amortization Due to Change in Estimate | Customer-Related Intangible Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Technology and Equipment | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 3 years | |||
Technology and Equipment | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 15 years | |||
Computer Software | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 3 years | |||
Computer Software | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 5 years |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Accounting Policies [Line Items] | ||
Goodwill, beginning of year | $ 63,089 | $ 28,247 |
Goodwill, end of year | 62,888 | 63,089 |
Wheels | ||
Accounting Policies [Line Items] | ||
Acquisitions | 85 | 28,525 |
SBA | ||
Accounting Policies [Line Items] | ||
Acquisitions | (316) | 4,626 |
Other Acquisitions | ||
Accounting Policies [Line Items] | ||
Acquisitions | $ 30 | $ 1,691 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Schedule of Minimum Future Lease Payments (Excluding Lease Termination Liability) under Non-Cancelable Operating Leases (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Leases Operating [Abstract] | |
2,017 | $ 4,616 |
2,018 | 3,911 |
2,019 | 3,262 |
2,020 | 3,004 |
2,021 | 2,295 |
Thereafter | 988 |
Total minimum lease payments | $ 18,076 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Schedule of Transition and Lease Termination Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost And Reserve [Line Items] | ||
Beginning Balance | $ 284 | $ 518 |
Lease termination and transitions costs | 5,945 | 770 |
Payments and other | (3,733) | (1,004) |
Ending Balance | 2,496 | 284 |
Lease Termination Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Beginning Balance | 255 | 518 |
Lease termination and transitions costs | 2,545 | 583 |
Payments and other | (985) | (846) |
Ending Balance | 1,815 | 255 |
Retention and Severance Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Beginning Balance | 29 | 0 |
Lease termination and transitions costs | 992 | 29 |
Payments and other | (340) | 0 |
Ending Balance | 681 | 29 |
Non-recurring Personnel Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Beginning Balance | 0 | 0 |
Lease termination and transitions costs | 2,408 | 158 |
Payments and other | (2,408) | (158) |
Ending Balance | $ 0 | $ 0 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator of Basic and Diluted Per Share Computations for Earnings Per Share (Detail) - shares | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||
Weighted average basic shares outstanding | 48,413,361 | 36,446,778 |
Dilutive effect of share-based awards | 0 | 1,574,733 |
Weighted average dilutive shares outstanding | 48,413,361 | 38,021,511 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | Jun. 08, 2015 | Apr. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 01, 2015 | Dec. 15, 2014 | Sep. 01, 2014 |
Business Acquisition [Line Items] | |||||||
Cash, net of cash acquired | $ 800,000 | $ 44,031,000 | |||||
Maximum earn-out payments | $ 16,009,000 | ||||||
Wheels | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition Description Of Acquired Entity | On April 2, 2015, the Company acquired the outstanding stock of Wheels Group, Inc (“Wheels”). | ||||||
Business acquisition | Wheels Group, Inc | ||||||
Business acquisition, effective date of acquisition | Apr. 2, 2015 | ||||||
Cash, net of cash acquired | $ 26,900,000 | ||||||
Business acquisition, shares issued | 6,900,000 | ||||||
Business acquisition, approximate base purchase price | $ 65,795,000 | ||||||
SBA | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition Description Of Acquired Entity | On June 8, 2015, the Company acquired the outstanding stock of Service by Air, Inc. (“SBA”), a privately-held New York corporation founded in 1976. | ||||||
Business acquisition | Service by Air, Inc. | ||||||
Business acquisition, effective date of acquisition | Jun. 8, 2015 | ||||||
Cash, net of cash acquired | $ 11,400,000 | ||||||
Business acquisition, approximate base purchase price | 11,476,000 | ||||||
Liabilities incurred as part of consideration transferred | 850,000 | ||||||
SBA | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, approximate base purchase price | $ 12,250,000 | ||||||
Trans-Net, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition Description Of Acquired Entity | On September 1, 2014, through a wholly-owned subsidiary, the Company acquired the assets and operations of Trans-Net, Inc. (“TNI”), a privately-held company based in Issaquah, Washington. | ||||||
Business acquisition | Trans-Net, Inc. | ||||||
Business acquisition, effective date of acquisition | Sep. 1, 2014 | ||||||
Maximum earn-out payments | $ 0 | ||||||
Period of goodwill deductible for income tax | 15 years | ||||||
Trans-Net, Inc. | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 6,500,000 | ||||||
DCA | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition Description Of Acquired Entity | On December 15, 2014, through a wholly-owned subsidiary, the Company acquired the assets and operations of Don Cameron & Associates, Inc. (“DCA”), a privately-held company based in Minneapolis, Minnesota. | ||||||
Business acquisition | Don Cameron & Associates, Inc. | ||||||
Business acquisition, effective date of acquisition | Dec. 15, 2014 | ||||||
Maximum earn-out payments | $ 0 | ||||||
Period of goodwill deductible for income tax | 15 years | ||||||
DCA | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 6,500,000 | ||||||
Highways | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition Description Of Acquired Entity | Effective as of June 1, 2015, through a wholly-owned subsidiary, the company acquired the stock of Highways and Skyways, Inc. (“Highways”), a privately-held company based near Cincinnati, Ohio. | ||||||
Business acquisition | Highways and Skyways, Inc. | ||||||
Business acquisition, effective date of acquisition | Jun. 1, 2015 | ||||||
Maximum earn-out payments | $ 0 | ||||||
Period of goodwill deductible for income tax | 15 years | ||||||
Highways | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 6,500,000 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Acquisition Date Fair Value of Consideration Transferred (Detail) - USD ($) $ in Thousands | Jun. 08, 2015 | Apr. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Fair value of consideration transferred: | ||||
Issuance of common stock | $ 31 | $ 39,416 | ||
Wheels | ||||
Fair value of consideration transferred: | ||||
Cash, net of cash acquired | $ 26,948 | |||
Issuance of common stock | 38,847 | |||
Total | 65,795 | |||
Fair value of acquired receivables: | ||||
Gross amount due | 34,903 | |||
Estimated uncollectible amounts | (268) | |||
Total | 34,635 | |||
Wheels | Working capital and other holdbacks | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred as part of consideration transferred | 0 | |||
SBA | ||||
Fair value of consideration transferred: | ||||
Cash, net of cash acquired | $ 10,903 | |||
Issuance of common stock | 0 | |||
Liabilities incurred as part of consideration transferred | 850 | |||
Total | 11,476 | |||
Fair value of acquired receivables: | ||||
Gross amount due | 18,959 | |||
Estimated uncollectible amounts | (376) | |||
Total | 18,583 | |||
SBA | Working capital and other holdbacks | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred as part of consideration transferred | 573 | |||
Other | ||||
Fair value of consideration transferred: | ||||
Cash, net of cash acquired | 5,719 | |||
Issuance of common stock | 369 | |||
Total | 8,846 | |||
Fair value of acquired receivables: | ||||
Gross amount due | 834 | |||
Estimated uncollectible amounts | (27) | |||
Total | 807 | |||
Other | Working capital and other holdbacks | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred as part of consideration transferred | 733 | |||
Contingent consideration | Wheels | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred as part of consideration transferred | $ 0 | |||
Contingent consideration | SBA | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred as part of consideration transferred | $ 0 | |||
Contingent consideration | Other | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred as part of consideration transferred | $ 2,025 |
Business Acquisitions - Sched43
Business Acquisitions - Schedule of Purchase Price Allocation for Acquisition (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 08, 2015 | Apr. 02, 2015 |
Wheels | |||
Schedule Of Business Combination Purchase Price Allocation [Line Items] | |||
Current assets | $ 36,800 | ||
Technology and equipment | 8,672 | ||
Deferred tax asset | 7,880 | ||
Other assets | 1,020 | ||
Intangibles | 59,700 | ||
Goodwill | 28,610 | ||
Total assets acquired | 142,682 | ||
Other liabilities | 34,356 | ||
Notes payable | 23,078 | ||
Long-term deferred tax liability | 19,453 | ||
Total liabilities assumed | 76,887 | ||
Net assets acquired | $ 65,795 | ||
SBA | |||
Schedule Of Business Combination Purchase Price Allocation [Line Items] | |||
Current assets | $ 23,556 | ||
Technology and equipment | 112 | ||
Deferred tax asset | 96 | ||
Other assets | 1,130 | ||
Intangibles | 7,082 | ||
Goodwill | 4,310 | ||
Total assets acquired | 36,286 | ||
Other liabilities | 22,083 | ||
Notes payable | 0 | ||
Long-term deferred tax liability | 2,727 | ||
Total liabilities assumed | 24,810 | ||
Net assets acquired | $ 11,476 | ||
Other | |||
Schedule Of Business Combination Purchase Price Allocation [Line Items] | |||
Current assets | $ 807 | ||
Technology and equipment | 117 | ||
Deferred tax asset | 0 | ||
Other assets | 0 | ||
Intangibles | 6,525 | ||
Goodwill | 1,691 | ||
Total assets acquired | 9,140 | ||
Other liabilities | 294 | ||
Notes payable | 0 | ||
Long-term deferred tax liability | 0 | ||
Total liabilities assumed | 294 | ||
Net assets acquired | $ 8,846 |
Technology and Equipment - Sche
Technology and Equipment - Schedule of Technology and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | $ 17,925 | $ 16,453 |
Less: Accumulated depreciation and amortization | (5,472) | (3,277) |
Technology and equipment, net | 12,453 | 13,176 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | 4,890 | 5,384 |
Communication equipment | ||
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | 186 | 112 |
Office and warehouse equipment | ||
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | 608 | 472 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | 581 | 586 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | 1,416 | 1,365 |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | 8,596 | 7,210 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Technology and equipment, gross | $ 1,648 | $ 1,324 |
Technology and Equipment - Addi
Technology and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | ||
depreciation and leasehold amortization | $ 3,473 | $ 965 |
Acquired Intangible Assets - Sc
Acquired Intangible Assets - Schedule of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 100,633 | $ 103,087 |
Acquired intangible assets, accumulated amortization | (28,692) | (20,132) |
Total | 71,941 | 82,955 |
Customer related | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 85,824 | 88,288 |
Acquired intangible assets, weighted-average life | 8 years 1 month 6 days | |
Trademarks and Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 14,069 | 14,069 |
Acquired intangible assets, weighted-average life | 13 years 9 months 18 days | |
Covenants not to compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 740 | $ 730 |
Acquired intangible assets, weighted-average life | 1 year 7 months 6 days |
Acquired Intangible Assets - Ad
Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangibles | $ 8,560 | $ 5,394 |
Acquired Intangible Assets - 48
Acquired Intangible Assets - Schedule of Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 8,267 | |
2,018 | 8,232 | |
2,019 | 8,201 | |
2,020 | 8,089 | |
2,021 | 8,026 | |
Thereafter | 31,126 | |
Total | $ 71,941 | $ 82,955 |
Notes Payable and Other Long-49
Notes Payable and Other Long-Term Debt - Schedule of Notes Payable and Other Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Disclosure [Abstract] | ||
Long-term Credit Facility | $ 9,766 | $ 37,708 |
Senior Secured Loan | 22,081 | 23,219 |
Subordinated Secured Loan | 0 | 25,000 |
Other notes payable | 338 | 509 |
Less: Loan issuance costs | (866) | (1,691) |
Total notes payable and other long term debt | 31,319 | 84,745 |
Less: Current portion | (2,416) | (543) |
Total notes payable, net of current portion | $ 28,903 | $ 84,202 |
Notes Payable and Other Long-50
Notes Payable and Other Long-Term Debt - Schedule of Maturities of Notes Payable and Other Long-Term Debt (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 2,416 |
2,018 | 2,520 |
2,019 | 12,304 |
2,020 | 2,712 |
2,021 | 2,898 |
Thereafter | 9,335 |
Total maturities of notes payable and other long-term debt | $ 32,185 |
Notes Payable and Other Long-51
Notes Payable and Other Long-Term Debt - Additional Information (Detail) CAD in Millions | Apr. 02, 2015USD ($) | Apr. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Apr. 02, 2015CAD |
Debt Instrument [Line Items] | ||||
Debt instrument, outstanding principal | $ 32,185,000 | |||
Bank of America Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility maximum borrowing capacity | $ 65,000,000 | |||
Line of Credit Facility interest rate description | Borrowings accrue interest based on the Company’s fixed charge coverage ratio at the Lender’s base rate plus 0.0% to 0.50% or LIBOR plus 1.50% to 2.25%. | |||
Borrowing percentage based on eligible domestic accounts receivable | 85.00% | |||
Borrowing percentage based on eligible accrued but unbilled receivables and foreign accounts receivable | 75.00% | |||
Line of Credit Facility covenant terms | Borrowings are available to fund future acquisitions, capital expenditures, repurchase of Company stock or for other corporate purposes. | |||
Letter of credit outstanding amount | $ 400,000 | |||
Line of Credit Facility remaining borrowing capacity | $ 31,200,000 | |||
Bank of America Credit Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Marginal interest | 0.00% | |||
Bank of America Credit Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Marginal interest | 0.50% | |||
Bank of America Credit Facility | LIBOR Plus Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Marginal interest | 1.50% | |||
Bank of America Credit Facility | LIBOR Plus Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Marginal interest | 2.25% | |||
Integrated Private Debt Fund IV LP | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Apr. 1, 2024 | |||
Senior secured term loan | CAD | CAD 29 | |||
Debt instrument interest rate | 6.65% | 6.65% | ||
Debt instrument payment description | The loan repayment consists of interest-only payments for the first 12 months followed by blended principal and interest payments for the next eight years. The loan may be prepaid in whole at any time upon providing at least 30 days prior written notice and paying the difference between (i) the present value of the loan interest and the principal payments foregone discounted at the Government of Canada Bond Yield for the term from the date of prepayment to April 1, 2024, and (ii) the face value of the principal amount being prepaid. | |||
Interest only repayment period | 12 months | |||
Loan repayment period | 8 years | |||
Integrated Private Debt Fund IV LP | Minimum | ||||
Debt Instrument [Line Items] | ||||
Loan prepayment prior written notice period | 30 days | |||
Alcentra Capital Corporation and Triangle Capital Corporation | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Apr. 2, 2021 | |||
Debt instrument interest rate | 12.00% | 12.00% | ||
Interest only repayment period | 6 months | |||
Senior subordinated term loan | $ 25,000,000 | |||
Debt instrument interest rate terms | The loan matured on April 2, 2021 and accrued interest at a rate of 12% per annum during the first six months of the loan, followed by a variable rate of LIBOR plus 9.5%-12% (all with a 1% LIBOR floor), depending on the Company’s total leverage ratio. | |||
Repayment of long term debt | $ 25,900,000 | |||
Debt instrument, outstanding principal | 25,000,000 | |||
Debt instrument, accrued and unpaid interest | 160,000 | |||
Debt Instrument, prepayment premium | 750,000 | |||
Write off of unamortized loan fees | $ 400,000 | |||
Alcentra Capital Corporation and Triangle Capital Corporation | LIBOR Plus Rate | ||||
Debt Instrument [Line Items] | ||||
Marginal interest | 1.00% | |||
Alcentra Capital Corporation and Triangle Capital Corporation | LIBOR Plus Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Marginal interest | 9.50% | |||
Alcentra Capital Corporation and Triangle Capital Corporation | LIBOR Plus Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Marginal interest | 12.00% | |||
Alcentra Capital Corporation | ||||
Debt Instrument [Line Items] | ||||
Senior subordinated term loan | $ 10,000,000 | |||
Triangle Capital Corporation | ||||
Debt Instrument [Line Items] | ||||
Senior subordinated term loan | $ 15,000,000 | |||
Letter of Credit | Bank of America Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility maximum borrowing capacity | $ 2,000,000 | |||
Debt instrument, maturity date | Aug. 9, 2018 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jul. 16, 2015 | Jan. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value, per share | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value, per share | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 839,200 | 839,200 | ||
Cash dividend paid to holders | $ 2,046,000 | $ 2,046,000 | ||
Proceeds from common stock, net of offering costs | $ 0 | $ 109,000 | ||
Common Stock | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock, shares | 6,133,334 | |||
Stock repurchase program commencement date | Jan. 7, 2016 | |||
Shares authorized to repurchase under the stock repurchase program | 5,000,000 | |||
Stock repurchase program expiration date | Dec. 31, 2016 | |||
Common Stock | Overallotment Option | ||||
Class Of Stock [Line Items] | ||||
Public offering date | Jul. 16, 2015 | |||
Issuance of common stock, shares | 6,133,334 | |||
Proceeds from common stock, net of offering costs | $ 38,430,000 | |||
Common stock, underwriting discount | 2,484,000 | |||
Common stock, offering costs | $ 486,000 | |||
Series A Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares issued | 839,200 | |||
Preferred stock, dividend rate percentage | 9.75% | |||
Redeemable preferred stock value per share | $ 25 | |||
Preferred stock, redemption terms | Commencing on December 20, 2018, the Company may redeem, at its option, the Series A Preferred Shares, in whole or in part, at a cash redemption price of $25.00 per share plus accrued and unpaid dividends (whether or not declared). Among other things, the Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or other mandatory redemption, and are not convertible into or exchangeable for any of the Company’s other securities. | |||
Cash dividend per share to holders | $ 2.4375 | |||
Cash dividend paid to holders | $ 2,046 | |||
Series A Preferred Stock | Payment of dividend | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, dividend payment terms | Dividends on the Series A Preferred Shares are cumulative from the date of original issue and are payable on January 31, April 30, July 31 and October 31, as and if declared by the Company’s Board of Directors. If the Company does not pay dividends in full on any two payment dates (whether consecutive or not), the per annum dividend rate will increase an additional 2.0% per annum per $25.00 stated liquidation preference, up to a maximum of 19.0% per annum. | |||
Series A Preferred Stock | Payment of dividend | Minimum | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, dividend rate percentage | 2.00% | |||
Series A Preferred Stock | Payment of dividend | Maximum | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, dividend rate percentage | 19.00% | |||
Series A Preferred Stock | NYSE MKT listing | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, dividend rate percentage | 2.00% | |||
Preferred stock, dividend payment terms | If the Company fails to maintain the listing of the Series A Preferred Shares on the NYSE MKT or other exchange for 30 days or more, the per annum dividend rate will increase by an additional 2.0% per annum so long as the listing failure continues. | |||
Series A Preferred Stock | Fixed Charge Coverage Ratio | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, dividend payment terms | The Series A Preferred Shares require the Company to maintain a Fixed Charge Coverage Ratio of at least 2.0. If the Company is not in compliance with this ratio, then it cannot pay any dividend on its common stock. | |||
Series A Preferred Stock | Fixed Charge Coverage Ratio | Minimum | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, fixed charge coverage ratio | 200.00% |
Variable Interest Entity and 53
Variable Interest Entity and Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Variable Interest Entity [Line Items] | ||
Change in non-controlling interest | $ 66 | $ 80 |
Radiant Logistics Partners, LLC | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, measure of activity, operating income or loss | $ 110 | 134 |
Radiant Global Logistics, Inc. | ||
Variable Interest Entity [Line Items] | ||
Equity method investment, ownership percentage | 40.00% | |
Radiant Capital Partners, LLC | ||
Variable Interest Entity [Line Items] | ||
Change in non-controlling interest | $ 66 | $ 80 |
Radiant Capital Partners, LLC | Chief Executive Officer | Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Equity method investment, ownership percentage | 60.00% |
Variable Interest Entity and 54
Variable Interest Entity and Related Party Transactions - Summary of Balance Sheets of RLP (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
LIABILITIES AND PARTNERS’ CAPITAL | ||
Total liabilities and stockholders’ equity | $ 263,469 | $ 305,038 |
Radiant Logistics Partners, LLC | ||
ASSETS | ||
Total assets | 138 | 109 |
LIABILITIES AND PARTNERS’ CAPITAL | ||
Partners’ capital | 132 | 103 |
Total liabilities and stockholders’ equity | 138 | 109 |
Radiant Logistics Partners, LLC | Accounts Receivable | ||
ASSETS | ||
Total assets | 137 | 106 |
Radiant Logistics Partners, LLC | Prepaid Expenses and Other Current Assets | ||
ASSETS | ||
Total assets | 1 | 3 |
Radiant Logistics Partners, LLC | Other Accrued Costs | ||
LIABILITIES AND PARTNERS’ CAPITAL | ||
Other accrued costs | $ 6 | $ 6 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 7,485 | $ 7,613 |
Level 3 | Contingent consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 7,485 | $ 7,613 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | ||
Change in contingent consideration | $ 1,003 | $ (3,921) |
Maximum earn-out payments | 16,009 | |
Contingent consideration threshold based on net advances earn-out payments | 800 | |
Contingent consideration earned | $ 3,400 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Detail) - Level 3 - Contingent consideration - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance, Beginning | $ 7,613 | $ 11,167 |
Increase related to accounting for acquisitions | 425 | 2,025 |
Contingent consideration paid | (1,556) | (1,658) |
Change in fair value | 1,003 | (3,921) |
Balance, Ending | $ 7,485 | $ 7,613 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Deferred tax assets (liabilities): | ||
Allowance for doubtful accounts | $ 654 | $ 543 |
Accruals | 878 | 517 |
Share-based compensation | 919 | 613 |
Technology and equipment basis differences | (3,095) | (2,073) |
Goodwill deductible for tax purposes | (101) | (1,198) |
Intangibles | (15,307) | (17,496) |
Deferred rent | 346 | 253 |
Net operating loss carry-forward | 2,860 | 2,688 |
Other, net | 321 | 586 |
Net long-term deferred tax assets (liabilities) | $ (12,525) | $ (15,567) |
Provision for Income Taxes - 59
Provision for Income Taxes - Schedule of Components of Income Tax Expense Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Current: | ||
Federal | $ 1,002 | $ 3,445 |
State | 176 | 321 |
Foreign | 8 | 6 |
Deferred: | ||
Federal | (3,060) | (1,510) |
State | 193 | (242) |
Foreign | (205) | (4) |
Net income tax expense (benefit) | $ (1,886) | $ 2,016 |
Provision for Income Taxes - 60
Provision for Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax expense at statutory rate | $ (1,853) | $ 2,684 |
Permanent differences | 86 | 59 |
State income taxes | 387 | 18 |
Foreign income taxes | 371 | 150 |
Transaction costs | 12 | 618 |
Contingent consideration | (463) | (1,486) |
Uncertain tax positions | (165) | |
Other | (261) | (27) |
Net income tax expense (benefit) | $ (1,886) | $ 2,016 |
Provision for Income Taxes - 61
Provision for Income Taxes - Schedule of Reconciliation of Uncertain Income Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Balance, beginning of the year | $ 308 | |
Additions on tax positions related to the current year | $ 81 | |
Additions on tax positions related to the prior year | 24 | 227 |
Other reductions on tax positions taken in prior years | (148) | |
Settlements | (160) | |
Balance, end of the year | $ 24 | $ 308 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Components Of Income Tax Expense Benefit [Line Items] | |
Unrecognized tax benefits that would impact effective tax rate | $ 24,000 |
Minimum | |
Components Of Income Tax Expense Benefit [Line Items] | |
Net operating loss carry-forwards expiration year | Jun. 30, 2027 |
Maximum | |
Components Of Income Tax Expense Benefit [Line Items] | |
Net operating loss carry-forwards expiration year | Jun. 30, 2033 |
June 30 2013 | U.S. Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,013 |
June 30 2016 | U.S. Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,016 |
June 30 2016 | State Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,016 |
June 30 2016 | Foreign Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,016 |
June 30 2012 | State Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,012 |
December 31 2011 | Foreign Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,011 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,407 | $ 1,115 |
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized stock options | $ 3,845 | |
Employee service share-based Compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 3 years 5 months 23 days | |
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 | 5,000,000 | |
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% | |
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |
Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |
Shares transferability term | 5 years | |
Share-based compensation expense | $ 3,000 | 5,000 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,404 | $ 1,110 |
Weighted average fair value per share | $ 1.96 | $ 2.57 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share Based Compensation Restricted Stock Activity (Detail) - Restricted Stock - $ / shares | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Beginning Balance | 4,577 | 7,691 |
Number of Shares, Vested | (3,113) | (3,114) |
Number of Shares, Forfeited | (386) | |
Number of Shares, Ending Balance | 1,078 | 4,577 |
Weighted Average Grant-date Fair Value, Beginning Balance | $ 1.62 | $ 1.62 |
Weighted Average Grant-date Fair Value, Vested | 1.62 | 1.62 |
Weighted Average Grant-date Fair Value, Forfeited | 1.62 | |
Weighted Average Grant-date Fair Value, Ending Balance | $ 1.62 | $ 1.62 |
Share-Based Compensation - Sc65
Share-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |||
Number of Shares, Outstanding, Beginning Balance | 4,509,887 | 5,125,044 | |
Number of Shares, Granted | 600,000 | 1,598,363 | |
Number of Shares, Exercised | (409,374) | (2,118,711) | |
Number of Shares, Forfeited | (845,223) | (94,809) | |
Number of Shares, Outstanding, Ending Balance | 3,855,290 | 4,509,887 | 5,125,044 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 2.80 | $ 1.46 | |
Weighted Average Exercise Price, Granted | 3.86 | 4.50 | |
Weighted Average Exercise Price, Exercised | 1.86 | 0.84 | |
Weighted Average Exercise Price, Forfeited | 3.33 | 2.56 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 2.95 | $ 2.80 | $ 1.46 |
Weighted Average Remaining Contractual Life - Years | 6 years 11 months 12 days | 7 years 9 months | 5 years 9 months 11 days |
Weighted Average Remaining Contractual Life - Years, Granted | 10 years | 10 years | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $ 20,357 | $ 8,381 | |
Aggregate Intrinsic Value, Exercised | 859 | 10,279 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ 2,530 | $ 20,357 | $ 8,381 |
Share-Based Compensation - Sc66
Share-Based Compensation - Schedule of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-Free Interest Rate, Minimum | 1.36% | 1.45% |
Risk-Free Interest Rate, Maximum | 1.92% | 2.01% |
Expected term | 6 years 6 months | 6 years 6 months |
Expected Volatility, Minimum | 46.60% | 55.58% |
Expected Volatility, Maximum | 53.49% | 62.56% |
Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation - Sc67
Share-Based Compensation - Schedule of Share Based Compensation Options Outstanding and Exercisable by Price Range (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 0 | ||
Exercise Price, Upper Range Limit | $ 0 | ||
Number Outstanding at June 30 | 3,855,290 | 4,509,887 | 5,125,044 |
Weighted Average Remaining Contractual Life - Years | 6 years 11 months 12 days | 7 years 9 months | 5 years 9 months 11 days |
Weighted Average Exercise Price | $ 2.95 | $ 2.80 | $ 1.46 |
Aggregate Intrinsic Value of Exercisable Options | $ 2,530 | $ 20,357 | $ 8,381 |
Exercisable Options, Number Exercisable | 1,643,043 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 5 years 2 months 23 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 2.07 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 1,983 | ||
$0.00 - $0.49 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 0 | ||
Exercise Price, Upper Range Limit | $ 0.49 | ||
Number Outstanding at June 30 | 410,000 | ||
Weighted Average Remaining Contractual Life - Years | 2 years 5 months 23 days | ||
Weighted Average Exercise Price | $ 0.26 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 1,124 | ||
Exercisable Options, Number Exercisable | 410,000 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 2 years 5 months 23 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 0.26 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 1,124 | ||
$0.50 - $0.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 0.50 | ||
Exercise Price, Upper Range Limit | $ 0.99 | ||
Number Outstanding at June 30 | 14,559 | ||
Weighted Average Remaining Contractual Life - Years | 4 years 4 months 24 days | ||
Weighted Average Exercise Price | $ 0.60 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 35 | ||
Exercisable Options, Number Exercisable | 14,559 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 4 years 4 months 24 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 0.60 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 35 | ||
$1.00 - $1.49 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 1 | ||
Exercise Price, Upper Range Limit | $ 1.49 | ||
Number Outstanding at June 30 | 135,844 | ||
Weighted Average Remaining Contractual Life - Years | 5 years 18 days | ||
Weighted Average Exercise Price | $ 1.33 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 227 | ||
Exercisable Options, Number Exercisable | 115,844 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 4 years 9 months 26 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 1.31 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 196 | ||
$1.50 - $1.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 1.50 | ||
Exercise Price, Upper Range Limit | $ 1.99 | ||
Number Outstanding at June 30 | 450,041 | ||
Weighted Average Remaining Contractual Life - Years | 6 years 9 months 26 days | ||
Weighted Average Exercise Price | $ 1.88 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 504 | ||
Exercisable Options, Number Exercisable | 217,902 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 6 years 8 months 23 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 1.87 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 246 | ||
$2.00 - $2.49 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 2 | ||
Exercise Price, Upper Range Limit | $ 2.49 | ||
Number Outstanding at June 30 | 835,743 | ||
Weighted Average Remaining Contractual Life - Years | 5 years 10 months 17 days | ||
Weighted Average Exercise Price | $ 2.28 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 605 | ||
Exercisable Options, Number Exercisable | 518,284 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 5 years 4 months 24 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 2.29 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 370 | ||
$2.50- $2.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 2.50 | ||
Exercise Price, Upper Range Limit | $ 2.99 | ||
Number Outstanding at June 30 | 140,000 | ||
Weighted Average Remaining Contractual Life - Years | 7 years 8 months 1 day | ||
Weighted Average Exercise Price | $ 2.75 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 35 | ||
Exercisable Options, Number Exercisable | 50,000 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 8 months 1 day | ||
Exercisable Options, Weighted Average Exercise Price | $ 2.75 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 12 | ||
$3.00 - $3.49 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 3 | ||
Exercise Price, Upper Range Limit | $ 3.49 | ||
Number Outstanding at June 30 | 543,931 | ||
Weighted Average Remaining Contractual Life - Years | 8 years 7 months 28 days | ||
Weighted Average Exercise Price | $ 3.26 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 78,588 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 8 months 1 day | ||
Exercisable Options, Weighted Average Exercise Price | $ 3.13 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 | ||
$3.50 - $3.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 3.50 | ||
Exercise Price, Upper Range Limit | $ 3.99 | ||
Number Outstanding at June 30 | 385,000 | ||
Weighted Average Remaining Contractual Life - Years | 8 years 10 months 13 days | ||
Weighted Average Exercise Price | $ 3.88 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 42,000 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 8 years 5 months 5 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 3.97 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 | ||
$4.00 - $4.49 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 4 | ||
Exercise Price, Upper Range Limit | $ 4.49 | ||
Number Outstanding at June 30 | 288,404 | ||
Weighted Average Remaining Contractual Life - Years | 8 years 7 months 17 days | ||
Weighted Average Exercise Price | $ 4.19 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 43,017 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 8 years 3 months 29 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 4.17 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 | ||
$4.50 - $4.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 4.50 | ||
Exercise Price, Upper Range Limit | $ 4.99 | ||
Number Outstanding at June 30 | 261,842 | ||
Weighted Average Remaining Contractual Life - Years | 8 years 7 months 13 days | ||
Weighted Average Exercise Price | $ 4.58 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 52,709 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 8 years 6 months 26 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 4.58 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 | ||
$5.00 - $5.49 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 5 | ||
Exercise Price, Upper Range Limit | $ 5.49 | ||
Number Outstanding at June 30 | 84,926 | ||
Weighted Average Remaining Contractual Life - Years | 8 years 10 months 2 days | ||
Weighted Average Exercise Price | $ 5.27 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 17,140 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 8 years 9 months 4 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 5.27 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 | ||
$5.50 - $5.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 5.50 | ||
Exercise Price, Upper Range Limit | $ 5.99 | ||
Number Outstanding at June 30 | 240,000 | ||
Weighted Average Remaining Contractual Life - Years | 7 years 4 months 2 days | ||
Weighted Average Exercise Price | $ 5.63 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 80,000 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 4 years 6 months 4 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 5.63 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 | ||
$6.50 - $6.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 6.50 | ||
Exercise Price, Upper Range Limit | $ 6.99 | ||
Number Outstanding at June 30 | 50,000 | ||
Weighted Average Remaining Contractual Life - Years | 9 years 29 days | ||
Weighted Average Exercise Price | $ 6.77 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 0 | ||
Exercisable Options, Weighted Average Exercise Price | $ 0 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 | ||
$7.50 - $7.99 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price, Lower Range Limit | $ 7.50 | ||
Exercise Price, Upper Range Limit | $ 7.99 | ||
Number Outstanding at June 30 | 15,000 | ||
Weighted Average Remaining Contractual Life - Years | 8 years 11 months 23 days | ||
Weighted Average Exercise Price | $ 7.88 | ||
Aggregate Intrinsic Value of Exercisable Options | $ 0 | ||
Exercisable Options, Number Exercisable | 3,000 | ||
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 8 years 11 months 23 days | ||
Exercisable Options, Weighted Average Exercise Price | $ 7.88 | ||
Exercisable Options, Aggregate Intrinsic Value | $ 0 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2013USD ($) | Aug. 31, 2011ArmoredVehicle | Jun. 30, 2016USD ($) | Apr. 30, 2014USD ($) | Apr. 10, 2011USD ($) | |
Loss Contingencies [Line Items] | |||||
Amount sought by Radiant Logistics in counterclaim | $ 1 | ||||
Amount awarded to Radiant Logistics | $ 1.5 | ||||
Insurance claims on loss contingency | $ 1 | ||||
Earn-out payments terms | Earn-out payments are generally due annually on November 1, and 90 days following the quarter of the final earn-out period for each respective acquisition. | ||||
Number of days earn-out payments due following the quarter of the final earn-out period | 90 days | ||||
High Protection Company | |||||
Loss Contingencies [Line Items] | |||||
Number of armored vehicles | ArmoredVehicle | 5 | ||||
High Protection Company | Armored Vehicles | |||||
Loss Contingencies [Line Items] | |||||
Amount sought by Radiant Logistics in counterclaim | $ 1 | ||||
Contract amount for manufacturing and delivery of vehicles | $ 0.7 | ||||
Transition and lease termination costs | 0.7 | ||||
Demurrage and storage charges | $ 0.2 |
Contingencies - Schedule of Pot
Contingencies - Schedule of Potential Earn-Out Payments (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Earn Out Payments Payable [Line Items] | |
2,017 | $ 3,397 |
2,018 | 3,112 |
2,019 | 974 |
2,020 | 164 |
Total | 7,647 |
Cash | |
Earn Out Payments Payable [Line Items] | |
2,017 | 2,557 |
2,018 | 2,334 |
2,019 | 879 |
2,020 | 123 |
Total | 5,893 |
Equity | |
Earn Out Payments Payable [Line Items] | |
2,017 | 840 |
2,018 | 778 |
2,019 | 95 |
2,020 | 41 |
Total | $ 1,754 |
Operating and Geographic Segm70
Operating and Geographic Segment Information - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of geographic operating segments | 2 |
Operating and Geographic Segm71
Operating and Geographic Segment Information - Segment Reporting (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 782,495 | $ 502,665 | |
Net revenues | 186,661 | 123,723 | |
Income (loss) from operations | (337) | 10,550 | |
Other income (expense) | (5,002) | (2,579) | |
Income (loss) before income tax expense | (5,339) | 7,971 | |
Depreciation and amortization | 12,033 | 6,359 | |
Technology and equipment, net | 12,453 | 13,176 | |
Goodwill | 62,888 | 63,089 | $ 28,247 |
Operating Segments | United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | 682,407 | 473,683 | |
Net revenues | 167,602 | 118,174 | |
Income (loss) from operations | 21,106 | 21,869 | |
Other income (expense) | 1,220 | (471) | |
Income (loss) before income tax expense | 22,326 | 21,398 | |
Depreciation and amortization | 1,890 | 798 | |
Technology and equipment, net | 9,698 | 9,016 | |
Goodwill | 42,984 | 43,185 | |
Operating Segments | Canada | |||
Segment Reporting Information [Line Items] | |||
Revenues | 104,762 | 29,923 | |
Net revenues | 19,059 | 5,549 | |
Income (loss) from operations | 96 | 587 | |
Other income (expense) | (170) | (252) | |
Income (loss) before income tax expense | (74) | 335 | |
Depreciation and amortization | 671 | 167 | |
Technology and equipment, net | 1,479 | 1,972 | |
Goodwill | 19,904 | 19,904 | |
Corporate/Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenues | (4,674) | (941) | |
Net revenues | 0 | 0 | |
Income (loss) from operations | (21,539) | (11,906) | |
Other income (expense) | (6,052) | (1,856) | |
Income (loss) before income tax expense | (27,591) | (13,762) | |
Depreciation and amortization | 9,472 | 5,394 | |
Technology and equipment, net | 1,276 | 2,188 | |
Goodwill | $ 0 | $ 0 |
Operating and Geographic Segm72
Operating and Geographic Segment Information - Schedule of Segment Reporting Information, by Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 782,495 | $ 502,665 |
Cost of transportation | 595,834 | 378,942 |
Net revenues | 186,661 | 123,723 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenue | 445,325 | 287,715 |
Cost of transportation | 345,129 | 208,558 |
Net revenues | 100,196 | 79,157 |
Other Countries | ||
Segment Reporting Information [Line Items] | ||
Revenue | 337,170 | 214,950 |
Cost of transportation | 250,705 | 170,384 |
Net revenues | $ 86,465 | $ 44,566 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Jul. 14, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | |||
Cash dividend paid to holders | $ 2,046,000 | $ 2,046,000 | |
Series A Preferred Stock | |||
Subsequent Event [Line Items] | |||
Cash dividend per share to holders | $ 2.4375 | ||
Cash dividend paid to holders | $ 2,046 | ||
Subsequent Event | Series A Preferred Stock | |||
Subsequent Event [Line Items] | |||
Dividends declared date | Jul. 14, 2016 | ||
Cash dividend per share to holders | $ 0.609375 | ||
Cash dividend paid to holders | $ 511,000 | ||
Dividend payment date | Aug. 1, 2016 |