Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Sep. 01, 2017 | Dec. 31, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 49,085,951 | ||
Entity Public Float | $ 148,429,519 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 5,808 | $ 4,768 |
Accounts receivable, net of allowance of $1,599 and $1,806, respectively | 116,327 | 101,035 |
Employee and other receivables | 251 | 635 |
Income tax deposit | 432 | 1,525 |
Prepaid expenses and other current assets | 6,902 | 5,410 |
Total current assets | 129,720 | 113,373 |
Technology and equipment, net | 15,227 | 12,453 |
Acquired intangibles, net | 74,729 | 71,941 |
Goodwill | 66,779 | 62,888 |
Deposits and other assets | 3,085 | 2,814 |
Total long-term assets | 144,593 | 137,643 |
Total assets | 289,540 | 263,469 |
Current liabilities: | ||
Accounts payable and accrued transportation costs | 85,490 | 75,071 |
Commissions payable | 10,843 | 8,280 |
Other accrued costs | 4,778 | 5,331 |
Due to former shareholders of acquired operations | 0 | 50 |
Current portion of notes payable | 3,382 | 2,416 |
Current portion of contingent consideration | 4,130 | 3,387 |
Current portion of transition and lease termination liability | 1,210 | 1,838 |
Other current liabilities | 143 | 138 |
Total current liabilities | 109,976 | 96,511 |
Notes payable, net of current portion | 37,040 | 28,903 |
Contingent consideration, net of current portion | 5,790 | 4,098 |
Transition and lease termination liability, net of current portion | 804 | 658 |
Deferred rent liability | 857 | 851 |
Deferred tax liability | 10,826 | 12,525 |
Other long-term liabilities | 782 | 742 |
Total long-term liabilities | 56,099 | 47,777 |
Total liabilities | 166,075 | 144,288 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 839,200 shares issued and outstanding, liquidation preference of $20,980 | 1 | 1 |
Common stock, $0.001 par value, 100,000,000 shares authorized; 49,177,215 and 48,857,506 shares issued, and 49,085,417 and 48,857,506 shares outstanding, respectively | 30 | 30 |
Additional paid-in capital | 116,172 | 114,392 |
Treasury stock, at cost, 91,798 and 0 shares, respectively | (253) | 0 |
Deferred compensation | 0 | (1) |
Retained earnings | 7,397 | 4,581 |
Accumulated other comprehensive income | 65 | 98 |
Total Radiant Logistics, Inc. stockholders’ equity | 123,412 | 119,101 |
Non-controlling interest | 53 | 80 |
Total stockholders’ equity | 123,465 | 119,181 |
Total liabilities and stockholders’ equity | $ 289,540 | $ 263,469 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 1,599 | $ 1,806 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 839,200 | 839,200 |
Preferred stock, shares outstanding | 839,200 | 839,200 |
Preferred stock, shares liquidation preference | $ 20,980 | $ 20,980 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 49,177,215 | 48,857,506 |
Common stock, shares outstanding | 49,085,417 | 48,857,506 |
Treasury stock, shares | 91,798 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 777,613 | $ 782,579 | $ 502,665 |
Cost of transportation | 582,977 | 595,918 | 378,942 |
Net revenues | 194,636 | 186,661 | 123,723 |
Operating partner commissions | 90,207 | 84,475 | 60,356 |
Personnel costs | 51,930 | 54,131 | 34,225 |
Selling, general and administrative expenses | 23,971 | 25,731 | 15,384 |
Depreciation and amortization | 12,349 | 12,033 | 6,359 |
Transition and lease termination costs | 2,260 | 5,945 | 770 |
Impairment of acquired intangible assets | 0 | 3,680 | 0 |
Change in contingent consideration | 3,431 | 1,003 | (3,921) |
Total operating expenses | 184,148 | 186,998 | 113,173 |
Income (loss) from operations | 10,488 | (337) | 10,550 |
Other income (expense): | |||
Interest income | 25 | 47 | 17 |
Interest expense | (2,522) | (4,919) | (1,873) |
Loss on write-off of loan fees | 0 | (1,180) | 0 |
Foreign exchange gain (loss) | 222 | 700 | (739) |
Other | 379 | 350 | 16 |
Total other expense: | (1,896) | (5,002) | (2,579) |
Income (loss) before income tax expense | 8,592 | (5,339) | 7,971 |
Income tax benefit (expense) | (3,673) | 1,886 | (2,016) |
Net income (loss) | 4,919 | (3,453) | 5,955 |
Less: Net income attributable to non-controlling interest | (57) | (66) | (80) |
Net income (loss) attributable to Radiant Logistics, Inc. | 4,862 | (3,519) | 5,875 |
Less: Preferred stock dividends | (2,046) | (2,046) | (2,046) |
Net income (loss) attributable to common stockholders | 2,816 | (5,565) | 3,829 |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | (33) | 493 | (395) |
Comprehensive income (loss) | $ 2,783 | $ (5,072) | $ 3,434 |
Net income (loss) per common share: | |||
Basic | $ 0.06 | $ (0.11) | $ 0.11 |
Diluted | $ 0.06 | $ (0.11) | $ 0.10 |
Weighted average shares outstanding: | |||
Basic shares | 48,840,797 | 48,413,361 | 36,446,778 |
Diluted shares | 49,993,595 | 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 | Treasury Stock | Deferred Compensation | Retained Earnings | Accumulated Other Comprehensive Income | 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 | 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 | ||||||||
Repurchase of common stock | $ 0 | ||||||||
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 | 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 | |||||||
Issuance of common stock to former shareholders of acquired operations | 905 | 905 | |||||||
Issuance of common stock to former shareholders of acquired operations, shares | 160,329 | ||||||||
Repurchase of common stock | (253) | $ (253) | $ (253) | ||||||
Repurchase of common stock, shares | (91,798) | ||||||||
Share-based compensation | 1,303 | 1,303 | |||||||
Amortization of deferred compensation | 1 | $ 1 | |||||||
Cashless exercise of stock options | $ (428) | (428) | |||||||
Cashless exercise of stock options, shares | 451,209 | 159,380 | |||||||
Preferred dividends paid | $ (2,046) | (2,046) | |||||||
Distribution to non-controlling interest | (84) | (84) | |||||||
Net income (loss) | 4,919 | 4,862 | 57 | ||||||
Comprehensive income (loss) | (33) | (33) | |||||||
Balance at Jun. 30, 2017 | $ 123,465 | $ 1 | $ 30 | $ 116,172 | $ (253) | $ 7,397 | $ 65 | $ 53 | |
Balance, shares at Jun. 30, 2017 | 839,200 | 49,085,417 |
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 ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | |||
Net income (loss) | $ 4,919 | $ (3,453) | $ 5,955 |
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES | |||
share-based compensation expense | 1,304 | 1,407 | 1,115 |
amortization of intangibles | 8,512 | 8,560 | 5,394 |
depreciation and leasehold amortization | 3,837 | 3,473 | 965 |
deferred income tax benefit | (1,713) | (3,134) | (1,756) |
amortization of loan fees | 317 | 388 | 145 |
change in contingent consideration | 3,431 | 1,003 | (3,921) |
loss on impairment of acquired intangible assets | 0 | 3,680 | 0 |
loss on write-off of loan fees | 0 | 1,180 | 0 |
transition and lease termination costs | 721 | 3,537 | 524 |
loss (gain) on disposal of technology and equipment | (29) | 42 | 56 |
change in (recovery of) provision for doubtful accounts | (207) | 255 | (170) |
CHANGE IN OPERATING ASSETS AND LIABILITIES: | |||
accounts receivable | (15,102) | 25,684 | (3,289) |
employee and other receivables | 384 | (525) | 140 |
income tax deposit | 1,089 | 710 | (4,252) |
prepaid expenses, deposits and other assets | (1,463) | 431 | (691) |
accounts payable and accrued transportation costs | 10,411 | (16,369) | 779 |
commissions payable | 1,813 | (1,170) | 1,438 |
other accrued costs | (552) | (2,368) | 464 |
other liabilities | 17 | (374) | (349) |
deferred rent liability | 8 | (290) | 247 |
payments of contingent consideration | (1,645) | (15) | 0 |
transition and lease termination liability | (1,201) | (1,246) | (743) |
Net cash provided by operating activities | 14,851 | 21,406 | 2,051 |
CASH FLOWS USED FOR INVESTING ACTIVITIES: | |||
Acquisitions during the fiscal year, net of cash acquired | (11,515) | (800) | (44,031) |
Purchases of technology and equipment | (4,935) | (3,697) | (4,092) |
Proceeds from sale of technology and equipment | 191 | 810 | 233 |
Payments to former shareholders of acquired operations | (50) | (684) | 0 |
Net cash used for investing activities | (16,309) | (4,371) | (47,890) |
CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES: | |||
Proceeds from (repayments to) credit facility, net of credit fees | 3,983 | (27,942) | 30,566 |
Proceeds from notes payable | 7,575 | 0 | 25,548 |
Payments of loan fees | (471) | 0 | (1,353) |
Repayments of notes payable | (2,354) | (26,285) | 0 |
Proceeds from stock offering, net of offering costs | 0 | 38,430 | 0 |
Proceeds from sale of common stock | 0 | 0 | 109 |
Payments of shelf registration costs | 0 | 0 | (158) |
Purchases of treasury stock | (253) | 0 | 0 |
Payments of contingent consideration | (3,446) | (1,541) | (1,457) |
Payments of preferred stock dividends | (2,046) | (2,046) | (2,046) |
Distributions to non-controlling interest | (84) | (48) | (59) |
Payments of employee tax withholdings related to cashless stock option exercises | (428) | (264) | (3,784) |
Tax benefit from exercise of stock options | 0 | 138 | 3,256 |
Net cash provided by (used for) financing activities | 2,476 | (19,558) | 50,622 |
Effect of exchange rate changes on cash and cash equivalents | 22 | 23 | (395) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,040 | (2,500) | 4,388 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 4,768 | 7,268 | 2,880 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,808 | 4,768 | 7,268 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Income taxes paid | 4,720 | 2,506 | 2,764 |
Interest paid | $ 2,196 | $ 4,522 | $ 1,596 |
Supplemental Disclosure of Non-
Supplemental Disclosure of Non-cash Investing and Financing Activities - USD ($) $ in Thousands | 1 Months Ended | ||||||
Jun. 30, 2017 | 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 | $ 168 | ||||||
DCA | Additional Paid-in Capital | |||||||
Issuance of common stock | $ 168 | ||||||
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 | ||||||
Dedicated Logistics Technologies, Inc. | |||||||
Issuance of common stock | $ 500 | ||||||
Dedicated Logistics Technologies, Inc. | Common Stock | |||||||
Issuance of common stock, shares | 84,735 | ||||||
Issuance price per share | $ 5.90 | ||||||
Issuance of common stock | $ 500 | ||||||
Dedicated Logistics Technologies, Inc. | Additional Paid-in Capital | |||||||
Issuance of common stock | 500 | ||||||
Phoenix Cartage and Air Freight LLC [Member] | |||||||
Issuance of common stock | $ 405 | ||||||
Phoenix Cartage and Air Freight LLC [Member] | Common Stock | |||||||
Issuance of common stock, shares | 75,594 | ||||||
Issuance price per share | $ 5.35 | ||||||
Issuance of common stock | $ 405 | ||||||
Phoenix Cartage and Air Freight LLC [Member] | Additional Paid-in Capital | |||||||
Issuance of common stock | $ 405 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Jun. 30, 2017 | |
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 to customers based in the United States and Canada. The Company services a large and diversified account base which it supports from an extensive network of over 100 operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network which includes 20 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 a 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 believes that it 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, the Company will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems 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 amounts. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2017 | |
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 $9,238 and $4,434 as of June 30, 2017 and 2016, respectively. e) Concentrations The Company maintains its cash in bank deposit accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts. f) Accounts Receivable The Company’s receivables are recorded when billed and represent claims against third-parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records a reserve for bad debts against amounts due in order to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The reserve is a discretionary amount determined from the analysis of the aging of the accounts receivables, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently-owned strategic operating partner locations operating under various Company brands. Each individual strategic operating partner is responsible for some or all of the bad debt expense related to the underlying customers being serviced by such strategic 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 strategic operating partners, are recognized as a receivable in the Company’s financial statements. Other strategic operating partners are not required to establish a bad debt reserve, however, they are still responsible for deficits and their strategic operating partner agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual strategic operating partner in satisfaction of any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these strategic operating partners. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such 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 determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. As of June 30, 2017, management believes there are no indications of impairment. The table below reflects changes in goodwill for the years ending June 30: (In thousands) June 30, 2017 2016 Goodwill, beginning of year $ 62,888 $ 63,089 Wheels acquisition — 85 SBA acquisition — (316 ) Other acquisitions 3,891 30 Goodwill, end of year $ 66,779 $ 62,888 i) Long-Lived Assets Acquired intangibles consist of customer related intangibles, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangibles are amortized using the straight-line method over a period of up to 10 years, trademarks and trade names are amortized using the straight line method over 15 years, and non-compete agreements are amortized using the straight line method over the term of the underlying agreements. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. During the fiscal year ended June 30, 2016, 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 impairment of the respective carrying value has occurred as of June 30, 2017. 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 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 November 2022. Rent expense is recognized straight line over the term of the lease. Minimum future lease payments (excluding the lease payments included in the transition and lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2018 $ 8,545 2019 7,901 2020 7,630 2021 6,340 2022 3,911 Thereafter 564 Total minimum lease payments $ 34,891 Rent expense amounted to $5,342, $4,932 and $2,750 for the years ended June 30, 2017, 2016 and 2015, respectively. l) Lease Termination and Transition Costs Lease termination costs consist of expenses related to future rent payments for which the Company no longer intends to receive any economic benefit. A liability is recorded when the Company ceases to use leased space. Lease termination costs are calculated as the present value of lease payments, net of expected sublease income, and the loss on disposition of assets. Transition costs consist of non-recurring personnel costs that will be eliminated in connection with the winding-down of the historical back-office of Service by Air, Inc. (“SBA”) and other operating locations. The transition and lease termination liability consists of the following: (In thousands) Lease Costs Retention and Severance Costs Non-recurring Personnel Costs Total 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 Lease termination and transitions costs 566 155 1,539 2,260 Payments and other (767 ) (436 ) (1,539 ) (2,742 ) Balance as of June 30, 2017 $ 1,614 $ 400 $ — $ 2,014 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, 2017, 2016 and 2015, the Company’s contributions under the plan were $764, $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, restricted stock units and stock options to certain directors, officers and employees. The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. The Company recorded share-based compensation expense of $1,304, $1,407 and $1,115 for the years ended June 30, 2017, 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. 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, 2017 2016 2015 Weighted average basic shares outstanding 48,840,797 48,413,361 36,446,778 Dilutive effect of share-based awards 1,152,798 — 1,574,733 Weighted average dilutive shares outstanding 49,993,595 48,413,361 38,021,511 Potentially dilutive common shares excluded 1,592,897 3,856,368 918,290 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 2017. t) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for the Company beginning July 1, 2018 and permits the use of either a retrospective or cumulative effect transition method. The Company is in the process of evaluating the adoption impact for each of the Company’s products and services, including any impact on gross versus net revenue recognition. As the Company completes the overall evaluation, it is identifying and preparing to implement changes to the Company’s accounting policies, practices, and controls to support the new standard. 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 adoption of this standard will impact the Company’s consolidated financial statements as future minimum lease payments under noncancelable leases totaled approximately $34.9 million as of June 30, 2017. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes, allowing the recognition of income tax consequences on intra-entity asset transfers. Current GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company has approximately $1.7 million of such assets recorded in deposits and other assets in the consolidated balance sheets and is currently evaluating the impact and timing that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. u) Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Stock Compensation, to improve the accounting for share-based compensation. The guidance changes how companies account for certain aspects of share-based compensation and the related financial statement presentation. The ASU includes a requirement that the tax effect related to settled share-based awards be recorded as a component of income tax expense or benefit rather than as a component of changes to additional paid-in capital. Cash flows related to excess tax benefits are now reflected as an operating activity. In addition, this ASU simplifies accounting of forfeitures and allows a company to make an accounting policy to estimate the number of share-based awards that are expected to vest and develop a forfeiture rate or to recognize forfeitures as they occur. The Company has elected to account for forfeitures as they occur. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a prospective basis. As such, there were no changes to prior periods presented. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to the periods presented on the Company’s Condensed Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, to address eight specific cash flow issues to reduce existing divergence in practice. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a retrospective basis. The primary impact to the Company from this ASU is: 1) cash payments for debt prepayment or debt extinguishment are classified as cash outflows for financing activities; 2) cash payments made soon after an acquisition are classified as cash outflows for investing activities. Cash payments made after a business combination up to the amount of contingent consideration initially recorded are classified as cash outflows for financing activities. Any payments in excess of the amount initially recorded are classified as cash outflows from operating activities. For the year ended June 30, 2016, there was a reclassification of $15 from payments of contingent consideration from financing activities to operating activities. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other, to supersede the current guidance by replacing the current two-step impairment test with a one-step impairment test. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The Company elected early adoption as of January 1, 2017. In the prior fiscal year, the Company adopted ASU 2015-03, Imputation of Interest, and ASU 2015-17, Balance Sheet Classification of Deferred Taxes. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | NOTE 3 – BUSINESS ACQUISITIONS Fiscal Year 2017 Acquisitions On April 1, 2017, the Company, through a wholly-owned subsidiary acquired Lomas Logistics (“Lomas”), a division of L.V. Lomas Limited. Lomas operates as a third-party logistics provider serving companies across a range of industries including consumer goods, healthcare, food, chemicals and technology and operates from locations in Ontario and British Columbia, Canada. The Lomas acquisition was financed with proceeds from the Integrated Private Debt Fund V LP loan (as defined in Note 6). On June 1, 2017 the Company, through a wholly-owned subsidiary acquired the assets and operations of its strategic operating partner Dedicated Logistics Technologies, Inc. (“DLT”), a Newark, New Jersey based company. DLT is expected to transition to the Radiant brand and will combine with existing company owned operations in Newark while maintaining separate facilities in Los Angeles, California. The DLT acquisition was financed with proceeds from the Company’s Credit Facility (as defined in Note 6). 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 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 acquisition date fair value of the consideration transferred for the acquisitions consisted of the following: (In thousands) : Cash, net of cash acquired $ 11,515 Common stock 500 Working capital and other holdbacks 750 Contingent consideration 4,500 $ 17,265 The purchase price allocation for the acquisitions is as follows: (In thousands) Technology and equipment $ 1,810 Other assets 295 Intangibles 11,300 Goodwill 3,891 Total assets acquired 17,296 Other liabilities 31 Total liabilities assumed 31 Net assets acquired $ 17,265 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 goodwill recorded is expected to be deductible for income tax purposes over a period of 15 years. The pro forma results of operations have not been presented because the effect of these acquisitions was not material to the consolidated financial statements. The results of operations for the businesses acquired are included in the Company’s consolidated financial statements as of the date of purchase. The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations. The estimates and assumptions are subject to change as additional information is obtained for the estimates during the respective measurement periods (up to one year from the acquisition date). The primary areas of the preliminary estimates not yet finalized relate to certain tangible assets and liabilities acquired, goodwill and identifiable intangible assets. Fiscal Year 2016 Acquisition Copper Logistics, Incorporated On November 2, 2015, the Company acquired the operations and assets of Copper Logistics, Incorporated (“Copper”), a Minneapolis, Minnesota based company that provides a full range of domestic and international transportation and logistics services across North America. The Company has structured the transaction similar to previous acquisitions, with a portion of the expected purchase price payable in subsequent periods based on future performance of the acquired operation. The 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. The results of operations for the business acquired are included in the Company’s financial statements as of the date of purchase. 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 consolidated 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 consolidated 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: (In thousands) 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: (In thousands) 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 (in thousands): 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 the Company’s consolidated 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 by an immaterial amount as additional information was obtained causing the Company 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, 2017 | |
Property Plant And Equipment [Abstract] | |
Technology and Equipment | NOTE 4 – TECHNOLOGY AND EQUIPMENT (In thousands) June 30, 2017 2016 Computer software $ 12,848 $ 8,596 Trailers and related equipment 4,682 4,890 Leasehold improvements 2,363 1,648 Office and warehouse equipment 2,005 794 Computer equipment 1,745 1,416 Furniture and fixtures 788 581 24,431 17,925 Less: Accumulated depreciation and amortization (9,204 ) (5,472 ) $ 15,227 $ 12,453 Depreciation and amortization expense related to technology and equipment was $3,837, $3,473 and $965 for the years ended June 30, 2017, 2016 and 2015, respectively. Computer software includes approximately $4,021 of software currently in development as of June 30, 2017. |
Acquired Intangible Assets
Acquired Intangible Assets | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | NOTE 5 – ACQUIRED INTANGIBLE ASSETS The table below reflects acquired intangible assets related to all acquisitions: (In thousands) June 30, Weighted- Average 2017 2016 Life Customer related $ 96,106 $ 85,824 7.21 years Trade names and trademarks 14,977 14,069 11.24 years Covenants not to compete 850 740 2.43 years 111,933 100,633 Less: Accumulated amortization (37,204 ) (28,692 ) $ 74,729 $ 71,941 Amortization expense amounted to $8,512, $8,560 and $5,394 for the years ended June 30, 2017, 2016 and 2015, respectively. Future amortization expense for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2018 $ 9,683 2019 9,543 2020 9,431 2021 9,368 2022 8,900 Thereafter 27,804 $ 74,729 |
Notes Payable and Other Long-Te
Notes Payable and Other Long-Term Debt | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable and Other Long-Term Debt | NOTE 6 – NOTES PAYABLE AND OTHER LONG-TERM DEBT Notes payable and other long-term debt consist of the following: (In thousands) June 30, 2017 2016 Long-term Credit Facility $ 13,780 $ 9,766 Senior Secured Loans 27,514 22,081 Other notes payable 149 338 Less: Loan issuance costs (1,021 ) (866 ) Total notes payable 40,422 31,319 Less: Current portion (3,382 ) (2,416 ) Total notes payable, net of current portion $ 37,040 $ 28,903 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: (In thousands) 2018 $ 3,382 2019 3,485 2020 3,724 2021 3,979 2022 18,032 Thereafter 8,841 $ 41,443 Bank of America Credit Facility The Company has a $75.0 million senior credit facility (the “Senior 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 a Second Amendment to Amended and Restated Loan and Security Agreement. The Senior Credit Facility includes a $3.5 million sublimit to support letters of credit and matures June 14, 2022. Borrowings accrue interest based on the Company’s average daily availability at the Lender’s base rate plus 0.25% to 0.75% or for a LIBOR rate contract, LIBOR plus 1.25% to 1.75%. 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 Senior 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 Senior Credit Facility, incur indebtedness from other lenders, and make acquisitions. As of June 30, 2017, the Company was in compliance with all of its covenants. As of June 30, 2017, based on available collateral and $0.3 million in outstanding letter of credit commitments, there was $51.8 million available for borrowing under the Senior Credit Facility. 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 IV”) pursuant to a CAD$29,000,000 Credit Facilities 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 five months interest in a debt service reserve account to be controlled by IPD IV. This amount is recorded as deposits and other assets in the accompanying consolidated financial statements. The Company made interest-only payments for the first 12 months followed by blended principal and interest payments that will be paid through maturity. In connection with the Company’s acquisition of Lomas, Wheels obtained a CAD$10.0 million senior secured Canadian term loan from Integrated Private Debt Fund V LP pursuant to a CAD$10,000,000 Credit Facilities Loan Agreement. The Company and its U.S. and Canadian subsidiaries are guarantors of the Wheels obligations thereunder. The loan matures on June 1, 2024 and accrues interest at a rate of 6.65% per annum. The loan repayment consists of monthly blended principal and interest payments. The loans 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 the maturity date, and (ii) the face value of the principal amount being prepaid. The loans are 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. As of June 30, 2017, the Company was in compliance with all of its covenants. 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, 2017 | |
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”), which have a liquidation preference of $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 American 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, 2017, 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 American under the symbol “RLGT-PA.” For the year ended June 30, 2017, 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 did not obligate the Company to repurchase any specific number of shares and could be suspended or terminated at any time without prior notice. Under this repurchase program, the Company purchased 91,798 shares of its common stock at an average cost of $2.75 per share for an aggregate cost of $253 for the year end June 30, 2017. Prior to this fiscal year, there were no purchases of common stock executed under the repurchase program. |
Variable Interest Entity and Re
Variable Interest Entity and Related Party Transactions | 12 Months Ended |
Jun. 30, 2017 | |
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. RLP recorded profits of $95, $110 and $134 for the years ended June 30, 2017, 2016 and 2015, respectively. RCP’s distributable share was $57, $66 and $80 for the years ended June 30, 2017, 2016 and 2015, respectively. The non-controlling interest recorded as a reduction of income in the consolidated statements of operations represents RCP’s distributive share. The following table summarizes the balance sheets of RLP: (In thousands) June 30, 2017 2016 ASSETS Accounts receivable - Radiant Global Logistics, Inc. $ 94 $ 137 Prepaid expenses and other current assets — 1 $ 94 $ 138 LIABILITIES AND PARTNERS’ CAPITAL Other accrued costs $ 6 $ 6 Partners’ capital 88 132 $ 94 $ 138 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 – FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis: (In thousands) Fair Value Measurements as of June 30, 2017 Level 3 Total Contingent consideration $ 9,920 $ 9,920 Fair Value Measurements as of June 30, 2016 Level 3 Total Contingent consideration $ 7,485 $ 7,485 The Company has contingent obligations to transfer cash payments and equity shares to former shareholders of acquired operations in conjunction with certain acquisitions if specified operating results and financial objectives are met over the next four fiscal years. Contingent consideration is measured quarterly at fair value, and any change in the contingent liability is included in the consolidated statements of operations. The Company recorded an increase to contingent consideration of $3,431 and $1,003 for the years ended June 30, 2017 and 2016, respectively, and a decrease of $3,921 for the year ended June 30, 2015. The change in the current period is principally attributable to a net increase in management’s estimates of future earn-out payments through the remainder of its earn-out periods. The Company uses projected future financial results based on recent and historical data to value the anticipated future earn-out payments. To calculate fair value, the future earn-out payments were then discounted using Level 3 inputs. The Company has classified the contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs. The Company believes the discount rate used to discount the earn-out payments reflects market participant assumptions. Changes in assumptions and operating results could have a significant impact on the earn-out amount, up to a maximum of $13.1 million through earn-out periods measured through May 2020, although there are no maximums on certain earn-out payments. Contingent consideration includes approximately $2.6 million that was earned during fiscal year 2017 and is payable November 2017. The following table provides a reconciliation of the liabilities measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Consideration 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 Increase related to accounting for acquisition 4,500 Contingent consideration paid (5,496 ) Change in fair value 3,431 Balance as of June 30, 2017 $ 9,920 |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 10 – PROVISION FOR INCOME TAXES (In thousands) June 30, 2017 2016 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 594 $ 654 Accruals 840 878 Share-based compensation 1,181 919 Technology and equipment basis differences (3,436 ) (3,095 ) Goodwill deductible for tax purposes (367 ) (101 ) Intangibles (12,192 ) (15,307 ) Deferred rent 162 346 Net operating loss carry-forward 1,691 2,860 Other, net 701 321 $ (10,826 ) $ (12,525 ) Income tax expense (benefit) attributable to operations is as follows: (In thousands) Year ended June 30, 2017 2016 2015 Current: Federal $ 4,299 $ 1,002 $ 3,445 State 879 176 321 Foreign 202 8 6 Deferred: Federal (1,876 ) (3,060 ) (1,510 ) State (205 ) 193 (242 ) Foreign 374 (205 ) (4 ) $ 3,673 $ (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): (In thousands) Year ended June 30, 2017 2016 2015 Tax expense at statutory rate $ 2,962 $ (1,853 ) $ 2,684 Permanent differences 77 86 59 State income taxes 453 387 18 Foreign income taxes 31 371 150 Transaction costs — 12 618 Contingent consideration (2 ) (463 ) (1,486 ) Uncertain tax positions (15 ) (165 ) — Other 167 (261 ) (27 ) $ 3,673 $ (1,886 ) $ 2,016 The following table reconciles the Company’s uncertain income tax positions: (In thousands) Year ended June 30, 2017 2016 Balance, beginning of the year $ 24 $ 308 Additions on tax positions related to the current year — — Additions on tax positions related to the prior year — 24 Other reductions on tax positions taken in prior years (24 ) (148 ) Settlements — (160 ) Balance, end of the year $ — $ 24 The Company’s effective tax rate for the year ended June 30, 2017 is higher than the U.S. federal statutory rate primarily due to state taxes and tax expense on the adjustment of ending deferred tax assets for the U.S. margin tax bracket rate. The Company does not have any uncertain tax positions and a minimal net operating loss carryover, due to expire primarily in the 2027 fiscal year. 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, 2014 through June 30, 2017. Tax years which remain subject to examination by state authorities are the years ended June 30, 2013 through June 30, 2017. Tax years which remain subject to examination by non-U.S. authorities are the periods ended December 31, 2013 through June 30, 2017. Occasionally acquired entities have tax years that differ from the Company and are still open under the relevant statute of limitations and therefore are subject to potential adjustment. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2017 | |
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, restricted stock units, 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 grants restricted stock awards and restricted stock units. 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 and generally vest ratably over a five year period. The Company began granting restricted stock units to certain employees in October 2016. One unit is equivalent to one share of common stock. The restricted stock units generally vest after three years. During the years ended June 30, 2017, 2016 and 2015, the Company recognized share-based compensation expense related to stock awards of $170, $3 and $5, respectively. As of June 30, 2017, the Company had approximately $571 of total unrecognized share-based compensation costs related to unvested stock awards which is expected to be recognized over a weighted average period of 2.25 years. The following table summarizes stock award activity under the plans: Number of Shares Weighted Average Grant- Date Fair Value Balance as of June 30, 2016 1,078 $ 1.62 Vested (1,078 ) 1.62 Granted 275,281 2.86 Forfeited (16,645 ) 2.75 Balance as of June 30, 2017 258,636 $ 2.86 Stock Options For the years ended June 30, 2017, 2016 and 2015, the Company recognized share-based compensation expense related to stock options of $1,134, $1,404 and $1,110, respectively. As of June 30, 2017, the Company had approximately $2,673 of total unrecognized share-based compensation costs relating to unvested stock options which is expected to be recognized over a weighted average period of 2.87 years. The following table summarizes stock option activity under the plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding as of June 30, 2016 3,855,290 $ 2.95 6.95 $ 2,530 Granted 230,000 4.02 — — Exercised (451,209 ) 2.16 — 1,224 Forfeited (282,487 ) 4.19 — — Outstanding as of June 30, 2017 3,351,594 $ 3.02 6.32 $ 8,035 For the years ended June 30, 2017, 2016 and 2015, the weighted average fair value per share of employee stock options granted was $1.96, $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, 2017 2016 2015 Risk-free interest rate 1.15 - 2.05% 1.36 - 1.92% 1.45 - 2.01% Expected term 6.5 years 6.5 years 6.5 years Expected volatility 47.97 - 48.02% 46.60 - 53.49% 55.58 - 62.56% Expected dividend yield 0.00% 0.00% 0.00% The following table summarizes outstanding and exercisable options by price range as of June 30, 2017: Outstanding Options Exercisable Options Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) $0.00 - $0.49 350,000 1.61 $ 0.25 $ 1,796 350,000 1.61 $ 0.25 $ 1,796 $0.50 - $0.99 14,559 3.40 0.60 70 14,559 3.40 0.60 70 $1.00 - $1.49 115,844 3.82 1.31 471 105,844 3.67 1.30 432 $1.50 - $1.99 356,057 5.77 1.87 1,248 265,783 5.72 1.87 933 $2.00 - $2.49 598,628 5.16 2.28 1,855 463,248 4.85 2.29 1,433 $2.50 - $2.99 120,000 6.67 2.75 316 60,000 6.67 2.75 158 $3.00 - $3.49 608,746 8.04 3.24 1,303 134,757 7.18 3.17 297 $3.50 - $3.99 325,000 7.64 3.89 483 119,000 7.37 3.91 175 $4.00 - $4.49 212,389 7.61 4.19 253 74,947 7.49 4.13 94 $4.50 - $4.99 291,090 7.84 4.59 229 104,429 7.64 4.58 84 $5.00 - $5.49 84,281 7.86 5.27 11 33,725 7.86 5.27 4 $5.50 - $5.99 200,000 7.76 5.63 — 80,000 7.76 5.63 — $6.00 - $6.49 50,000 9.86 6.18 — — — — — $6.50 - $6.99 25,000 8.08 6.77 — 5,000 8.08 6.77 — 3,351,594 6.32 $ 3.02 $ 8,035 1,811,292 5.13 $ 2.37 $ 5,476 |
Contingencies
Contingencies | 12 Months Ended |
Jun. 30, 2017 | |
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 the Company can judge the materiality, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. Legal expenses are expensed as incurred. A summary of potential material litigation is as follows. Ingrid Barahona v. Accountabilities, Inc. d/b/a/ Accountabilities Staffing, Inc., Radiant Global Logistics, Inc. and DBA Distribution Services, Inc. (Ingrid Barahona California Class Action) On October 25, 2013, plaintiff Ingrid Barahona filed a purported class action lawsuit against RGL, DBA Distribution Services, Inc. (“DBA”), and two third-party staffing companies (collectively, the “Staffing Defendants”) with whom Radiant and DBA contracted for temporary employees. In the lawsuit, Ms. Barahona, on behalf of herself and the putative class, seeks damages and penalties under California law, plus interest, attorneys’ fees, and costs, along with equitable remedies, alleging that she and the putative class were the subject of unfair and unlawful business practices, including certain wage and hour violations relating to, among others, failure to provide meal and rest periods, failure to pay minimum wages and overtime, and failure to reimburse employees for work-related expenses. Ms. Barahona alleges that she was jointly employed by the staffing companies and Radiant and DBA. Radiant and DBA deny Ms. Barahona’s allegations in their entirety, deny that they are liable to Ms. Barahona or the putative class members in any way, and are vigorously defending against these allegations based upon a preliminary evaluation of applicable records and legal standards. If Ms. Barahona’s allegations were to prevail on all claims the Company, as well as its co-defendants, could be liable for uninsured damages in an amount that, while not significant when evaluated against either the Company’s assets or current and expected level of annual earnings, could be material when judged against the Company’s earnings in the particular quarter in which any such damages arose, if at all. However, based upon the Company’s preliminary evaluation of the matter, it does not believe it is likely to incur material damages, if at all, since, among others: (i) the amount of any potential damages remains highly speculative at this stage of the proceedings; (ii) the Company does not believe as a matter of law it should be characterized as Ms. Barahona’s employer and codefendant Accountabilities admitted to being the employer of record, (iii) 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 (iv) Ms. Barahona has indicated her desire to resolve this matter through a mediated settlement. Ms. Barahona 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 (“Debtors”), 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 was continued multiple times so that the parties could attempt to obtain the necessary documents. DBA and the Company informally obtained all records within co-defendants’ bankruptcy estate through their trustee’s counsel; however, those records were incomplete and did not contain the requisite time, payroll and personnel records. Based on its belief that the debtors have additional records and in an effort to lift the bankruptcy “stay”, Ms. Barahona obtained the dismissal of the debtors without prejudice from the state court action. The court set a deadline of November 30, 2017, for Ms. Barahona to file her motion for class certification, and set a further status conference for December 14, 2017, to set a briefing schedule for the motion for class certification. The court has also ordered the parties to participate in mediation by August 31, 2017. The Company has been awaiting further action from Ms. Barahona with respect to the foregoing. The mediation has not taken place and the Company is unsure whether the court will issue another order requiring the parties to mediate this matter in the future. 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. 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, asked the parties for briefing on the subject of “Jurisdiction.” On January 4, 2017, the parties entered into a Settlement Agreement and Mutual Release, pursuant to which the Company and its co-defendants agreed to pay the Plaintiff the aggregate amount of approximately $0.1 million, which was covered under the Company’s insurance policy, and the parties agreed to release all claims related to the lawsuit. The Court accepted the settlement and the case has been dismissed with prejudice. Contingent Consideration and Earn-out Payments The Company’s agreements with respect to previous acquisitions contain future consideration provisions which provide for the selling equity owners to receive additional consideration if specified operating objectives and financial results are achieved in future periods, as defined in their respective agreements. Any changes to the fair value of the contingent consideration are recorded in the consolidated statements of operations. Earn-out payments are generally due annually on November 1, and 90 days following the quarter of the final earn-out period for each respective acquisition. The following table represents the estimated undiscounted earn-out payments to be paid in each of the following fiscal years: (In thousands) 2018 2019 2020 2021 Total Earn-out payments: Cash $ 2,902 $ 1,548 $ 1,502 $ 1,468 $ 7,420 Equity 1,286 516 501 489 2,792 Total estimated earn-out payments (1) $ 4,188 $ 2,064 $ 2,003 $ 1,957 $ 10,212 (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, 2017 | |
Segment Reporting [Abstract] | |
Operating and Geographic Segment Information | NOTE 13 – OPERATING AND GEOGRAPHIC SEGMENT INFORMATION Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions regarding allocation of resources and assessing performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has two 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, 2017 (in thousands): United States Canada Corporate/ Eliminations Total Revenues $ 685,173 $ 96,751 $ (4,311 ) $ 777,613 Net revenues 173,742 20,894 — 194,636 Income (loss) from operations 25,726 3,810 (19,048 ) 10,488 Other income (expense) 561 40 (2,497 ) (1,896 ) Income (loss) before income tax expense 26,287 3,850 (21,545 ) 8,592 Depreciation and amortization 2,371 734 9,244 12,349 Technology and equipment, net 13,147 1,350 730 15,227 Transition and lease termination costs 1,582 541 137 2,260 Transition and lease termination liability 400 1,614 — 2,014 Goodwill 45,381 21,398 — 66,779 Year Ended June 30, 2016 (in thousands): Revenues $ 682,491 $ 104,762 $ (4,674 ) $ 782,579 Net revenues 167,602 19,059 — 186,661 Income (loss) from operations 22,109 96 (22,542 ) (337 ) Other income (expense) 1,220 (170 ) (6,052 ) (5,002 ) Income (loss) before income tax expense 23,329 (74 ) (28,594 ) (5,339 ) Depreciation and amortization 1,890 671 9,472 12,033 Technology and equipment, net 9,360 1,634 1,459 12,453 Transition and lease termination costs 3,339 2,606 — 5,945 Transition and lease termination liability 714 1,782 — 2,496 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 Transition and lease termination costs 678 92 — 770 Transition and lease termination liability 284 — — 284 Goodwill 43,185 19,904 — 63,089 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 14 – SUBSEQUENT EVENT On July 14, 2017, 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 July 31, 2017. On September 1, 2017, the Company, through a wholly-owned subsidiary, RGL, the Company acquired the operations and assets of Sandifer-Valley Transportation & Logistics, Ltd., a Texas based company providing a full range of domestic and international cross-border services with Mexico. 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 financial statements. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jun. 30, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 15 – QUARTERLY FINANCIAL DATA (UNAUDITED) The Company’s unaudited results of operations for each of the quarters in the years ended June 30, 2017 and 2016 are summarized below: (In thousands, except per share data) Quarter Ended, June 30, 2017 March 31, 2017 December 31, 2016 September 31, 2016 Revenues $ 201,829 $ 181,771 $ 198,881 $ 195,133 Net revenues 49,795 45,709 50,124 49,009 Income from operations 677 2,020 4,425 3,366 Net income (loss) attributable to Radiant Logistics, Inc. (517 ) 907 2,610 1,862 Preferred stock dividends (511 ) (511 ) (511 ) (511 ) Net income (loss) attributable to common stockholders (1,028 ) 396 2,099 1,351 Net income (loss) per common share - basic and diluted $ (0.02 ) $ 0.01 $ 0.04 $ 0.03 Quarter Ended, June 30, 2016 March 31, 2016 December 31, 2015 September 31, 2015 Revenues $ 182,463 $ 178,299 $ 206,322 $ 215,495 Net revenues 46,550 41,801 47,596 50,713 Income (loss) from operations 1,038 (472 ) (2,557 ) 1,653 Net income (loss) attributable to Radiant Logistics, Inc. (123 ) (1,719 ) (2,016 ) 339 Preferred stock dividends (511 ) (511 ) (511 ) (511 ) Net loss attributable to common stockholders (634 ) (2,230 ) (2,527 ) (172 ) Net loss per common share - basic and diluted $ (0.01 ) $ (0.05 ) $ (0.05 ) $ — |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2017 | |
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 $9,238 and $4,434 as of June 30, 2017 and 2016, respectively. |
Concentrations | e) Concentrations The Company maintains its cash in bank deposit accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts. |
Accounts Receivable | f) Accounts Receivable The Company’s receivables are recorded when billed and represent claims against third-parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company evaluates the collectability of accounts receivable on a customer-by-customer basis. The Company records a reserve for bad debts against amounts due in order to reduce the net recognized receivable to an amount the Company believes will be reasonably collected. The reserve is a discretionary amount determined from the analysis of the aging of the accounts receivables, historical experience and knowledge of specific customers. The Company derives a substantial portion of its revenue through independently-owned strategic operating partner locations operating under various Company brands. Each individual strategic operating partner is responsible for some or all of the bad debt expense related to the underlying customers being serviced by such strategic 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 strategic operating partners, are recognized as a receivable in the Company’s financial statements. Other strategic operating partners are not required to establish a bad debt reserve, however, they are still responsible for deficits and their strategic operating partner agreements provide that the Company may withhold all or a portion of future commission checks payable to the individual strategic operating partner in satisfaction of any deficit balance. Currently, a number of the Company’s strategic operating partners have a deficit balance in their bad debt reserve account. The Company expects to replenish these funds through the future business operations of these strategic operating partners. However, to the extent any of these strategic operating partners were to cease operations or otherwise be unable to replenish these deficit accounts, the Company would be at risk of loss for any such 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 determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. As of June 30, 2017, management believes there are no indications of impairment. The table below reflects changes in goodwill for the years ending June 30: (In thousands) June 30, 2017 2016 Goodwill, beginning of year $ 62,888 $ 63,089 Wheels acquisition — 85 SBA acquisition — (316 ) Other acquisitions 3,891 30 Goodwill, end of year $ 66,779 $ 62,888 |
Long-Lived Assets | i) Long-Lived Assets Acquired intangibles consist of customer related intangibles, trade names and trademarks, and non-compete agreements arising from the Company’s acquisitions. Customer related intangibles are amortized using the straight-line method over a period of up to 10 years, trademarks and trade names are amortized using the straight line method over 15 years, and non-compete agreements are amortized using the straight line method over the term of the underlying agreements. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. During the fiscal year ended June 30, 2016, 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 impairment of the respective carrying value has occurred as of June 30, 2017. |
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 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 November 2022. Rent expense is recognized straight line over the term of the lease. Minimum future lease payments (excluding the lease payments included in the transition and lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2018 $ 8,545 2019 7,901 2020 7,630 2021 6,340 2022 3,911 Thereafter 564 Total minimum lease payments $ 34,891 Rent expense amounted to $5,342, $4,932 and $2,750 for the years ended June 30, 2017, 2016 and 2015, respectively. |
Lease Termination and Transition Costs | l) Lease Termination and Transition Costs Lease termination costs consist of expenses related to future rent payments for which the Company no longer intends to receive any economic benefit. A liability is recorded when the Company ceases to use leased space. Lease termination costs are calculated as the present value of lease payments, net of expected sublease income, and the loss on disposition of assets. Transition costs consist of non-recurring personnel costs that will be eliminated in connection with the winding-down of the historical back-office of Service by Air, Inc. (“SBA”) and other operating locations. The transition and lease termination liability consists of the following: (In thousands) Lease Costs Retention and Severance Costs Non-recurring Personnel Costs Total 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 Lease termination and transitions costs 566 155 1,539 2,260 Payments and other (767 ) (436 ) (1,539 ) (2,742 ) Balance as of June 30, 2017 $ 1,614 $ 400 $ — $ 2,014 |
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, 2017, 2016 and 2015, the Company’s contributions under the plan were $764, $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, restricted stock units and stock options to certain directors, officers and employees. The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment about, among other things, stock volatility, the expected life of the award, and other inputs. The Company accounts for forfeitures as they occur. The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. The Company recorded share-based compensation expense of $1,304, $1,407 and $1,115 for the years ended June 30, 2017, 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. 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, 2017 2016 2015 Weighted average basic shares outstanding 48,840,797 48,413,361 36,446,778 Dilutive effect of share-based awards 1,152,798 — 1,574,733 Weighted average dilutive shares outstanding 49,993,595 48,413,361 38,021,511 Potentially dilutive common shares excluded 1,592,897 3,856,368 918,290 |
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 2017. |
Recent Accounting Pronouncements | t) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for the Company beginning July 1, 2018 and permits the use of either a retrospective or cumulative effect transition method. The Company is in the process of evaluating the adoption impact for each of the Company’s products and services, including any impact on gross versus net revenue recognition. As the Company completes the overall evaluation, it is identifying and preparing to implement changes to the Company’s accounting policies, practices, and controls to support the new standard. 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 adoption of this standard will impact the Company’s consolidated financial statements as future minimum lease payments under noncancelable leases totaled approximately $34.9 million as of June 30, 2017. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes, allowing the recognition of income tax consequences on intra-entity asset transfers. Current GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company has approximately $1.7 million of such assets recorded in deposits and other assets in the consolidated balance sheets and is currently evaluating the impact and timing that the adoption of this guidance will have on the Company’s consolidated financial statements and related disclosures. |
Recently Adopted Accounting Pronouncements | u) Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Stock Compensation, to improve the accounting for share-based compensation. The guidance changes how companies account for certain aspects of share-based compensation and the related financial statement presentation. The ASU includes a requirement that the tax effect related to settled share-based awards be recorded as a component of income tax expense or benefit rather than as a component of changes to additional paid-in capital. Cash flows related to excess tax benefits are now reflected as an operating activity. In addition, this ASU simplifies accounting of forfeitures and allows a company to make an accounting policy to estimate the number of share-based awards that are expected to vest and develop a forfeiture rate or to recognize forfeitures as they occur. The Company has elected to account for forfeitures as they occur. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a prospective basis. As such, there were no changes to prior periods presented. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to the periods presented on the Company’s Condensed Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, to address eight specific cash flow issues to reduce existing divergence in practice. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company elected early adoption as of July 1, 2016, applied on a retrospective basis. The primary impact to the Company from this ASU is: 1) cash payments for debt prepayment or debt extinguishment are classified as cash outflows for financing activities; 2) cash payments made soon after an acquisition are classified as cash outflows for investing activities. Cash payments made after a business combination up to the amount of contingent consideration initially recorded are classified as cash outflows for financing activities. Any payments in excess of the amount initially recorded are classified as cash outflows from operating activities. For the year ended June 30, 2016, there was a reclassification of $15 from payments of contingent consideration from financing activities to operating activities. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other, to supersede the current guidance by replacing the current two-step impairment test with a one-step impairment test. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The Company elected early adoption as of January 1, 2017. In the prior fiscal year, the Company adopted ASU 2015-03, Imputation of Interest, and ASU 2015-17, Balance Sheet Classification of Deferred Taxes. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Goodwill | The table below reflects changes in goodwill for the years ending June 30: (In thousands) June 30, 2017 2016 Goodwill, beginning of year $ 62,888 $ 63,089 Wheels acquisition — 85 SBA acquisition — (316 ) Other acquisitions 3,891 30 Goodwill, end of year $ 66,779 $ 62,888 |
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 transition and lease termination liability) under these non-cancelable operating leases for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2018 $ 8,545 2019 7,901 2020 7,630 2021 6,340 2022 3,911 Thereafter 564 Total minimum lease payments $ 34,891 |
Schedule of Transition and Lease Termination Liability | The transition and lease termination liability consists of the following: (In thousands) Lease Costs Retention and Severance Costs Non-recurring Personnel Costs Total 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 Lease termination and transitions costs 566 155 1,539 2,260 Payments and other (767 ) (436 ) (1,539 ) (2,742 ) Balance as of June 30, 2017 $ 1,614 $ 400 $ — $ 2,014 |
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, 2017 2016 2015 Weighted average basic shares outstanding 48,840,797 48,413,361 36,446,778 Dilutive effect of share-based awards 1,152,798 — 1,574,733 Weighted average dilutive shares outstanding 49,993,595 48,413,361 38,021,511 Potentially dilutive common shares excluded 1,592,897 3,856,368 918,290 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Fiscal Year 2017 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Acquisition Date Fair Value of Consideration Transferred | The acquisition date fair value of the consideration transferred for the acquisitions consisted of the following: (In thousands) : Cash, net of cash acquired $ 11,515 Common stock 500 Working capital and other holdbacks 750 Contingent consideration 4,500 $ 17,265 |
Schedule of Purchase Price Allocation for Acquisition | The purchase price allocation for the acquisitions is as follows: (In thousands) Technology and equipment $ 1,810 Other assets 295 Intangibles 11,300 Goodwill 3,891 Total assets acquired 17,296 Other liabilities 31 Total liabilities assumed 31 Net assets acquired $ 17,265 |
Fiscal Year 2015 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Acquisition Date Fair Value of Consideration Transferred | The acquisition date fair value of the consideration transferred consisted of the following: (In thousands) 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 |
Schedule of Purchase Price Allocation for Acquisition | The purchase price allocation for the acquisitions is as follows: (In thousands) 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 |
Schedule of Fair Value of Acquired Receivables | Fair value of acquired receivables (in thousands): Wheels SBA Other Gross amount due $ 34,903 $ 18,959 $ 834 Estimated uncollectible amounts (268 ) (376 ) (27 ) $ 34,635 $ 18,583 $ 807 |
Technology and Equipment (Table
Technology and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Technology and Equipment | (In thousands) June 30, 2017 2016 Computer software $ 12,848 $ 8,596 Trailers and related equipment 4,682 4,890 Leasehold improvements 2,363 1,648 Office and warehouse equipment 2,005 794 Computer equipment 1,745 1,416 Furniture and fixtures 788 581 24,431 17,925 Less: Accumulated depreciation and amortization (9,204 ) (5,472 ) $ 15,227 $ 12,453 |
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: (In thousands) June 30, Weighted- Average 2017 2016 Life Customer related $ 96,106 $ 85,824 7.21 years Trade names and trademarks 14,977 14,069 11.24 years Covenants not to compete 850 740 2.43 years 111,933 100,633 Less: Accumulated amortization (37,204 ) (28,692 ) $ 74,729 $ 71,941 |
Schedule of Future Amortization Expense | Future amortization expense for each of the next five fiscal years ending June 30 and thereafter are as follows: (In thousands) 2018 $ 9,683 2019 9,543 2020 9,431 2021 9,368 2022 8,900 Thereafter 27,804 $ 74,729 |
Notes Payable and Other Long-29
Notes Payable and Other Long-Term Debt (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Other Long-Term Debt | Notes payable and other long-term debt consist of the following: (In thousands) June 30, 2017 2016 Long-term Credit Facility $ 13,780 $ 9,766 Senior Secured Loans 27,514 22,081 Other notes payable 149 338 Less: Loan issuance costs (1,021 ) (866 ) Total notes payable 40,422 31,319 Less: Current portion (3,382 ) (2,416 ) Total notes payable, net of current portion $ 37,040 $ 28,903 |
Schedule of Maturities of Notes Payable and Other Long-Term Debt | Future maturities of notes payable and other long-term debt for each of the next five years ending June 30 and thereafter are as follows: (In thousands) 2018 $ 3,382 2019 3,485 2020 3,724 2021 3,979 2022 18,032 Thereafter 8,841 $ 41,443 |
Variable Interest Entity and 30
Variable Interest Entity and Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Balance Sheets of RLP | The following table summarizes the balance sheets of RLP: (In thousands) June 30, 2017 2016 ASSETS Accounts receivable - Radiant Global Logistics, Inc. $ 94 $ 137 Prepaid expenses and other current assets — 1 $ 94 $ 138 LIABILITIES AND PARTNERS’ CAPITAL Other accrued costs $ 6 $ 6 Partners’ capital 88 132 $ 94 $ 138 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis: (In thousands) Fair Value Measurements as of June 30, 2017 Level 3 Total Contingent consideration $ 9,920 $ 9,920 Fair Value Measurements as of June 30, 2016 Level 3 Total Contingent consideration $ 7,485 $ 7,485 |
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation | The following table provides a reconciliation of the liabilities measured at fair value using significant unobservable inputs (Level 3): (In thousands) Contingent Consideration 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 Increase related to accounting for acquisition 4,500 Contingent consideration paid (5,496 ) Change in fair value 3,431 Balance as of June 30, 2017 $ 9,920 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | (In thousands) June 30, 2017 2016 Deferred tax assets (liabilities): Allowance for doubtful accounts $ 594 $ 654 Accruals 840 878 Share-based compensation 1,181 919 Technology and equipment basis differences (3,436 ) (3,095 ) Goodwill deductible for tax purposes (367 ) (101 ) Intangibles (12,192 ) (15,307 ) Deferred rent 162 346 Net operating loss carry-forward 1,691 2,860 Other, net 701 321 $ (10,826 ) $ (12,525 ) |
Schedule of Components of Income Tax Expense Benefit | Income tax expense (benefit) attributable to operations is as follows: (In thousands) Year ended June 30, 2017 2016 2015 Current: Federal $ 4,299 $ 1,002 $ 3,445 State 879 176 321 Foreign 202 8 6 Deferred: Federal (1,876 ) (3,060 ) (1,510 ) State (205 ) 193 (242 ) Foreign 374 (205 ) (4 ) $ 3,673 $ (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): (In thousands) Year ended June 30, 2017 2016 2015 Tax expense at statutory rate $ 2,962 $ (1,853 ) $ 2,684 Permanent differences 77 86 59 State income taxes 453 387 18 Foreign income taxes 31 371 150 Transaction costs — 12 618 Contingent consideration (2 ) (463 ) (1,486 ) Uncertain tax positions (15 ) (165 ) — Other 167 (261 ) (27 ) $ 3,673 $ (1,886 ) $ 2,016 |
Schedule of Reconciliation of Uncertain Income Tax Positions | The following table reconciles the Company’s uncertain income tax positions: (In thousands) Year ended June 30, 2017 2016 Balance, beginning of the year $ 24 $ 308 Additions on tax positions related to the current year — — Additions on tax positions related to the prior year — 24 Other reductions on tax positions taken in prior years (24 ) (148 ) Settlements — (160 ) Balance, end of the year $ — $ 24 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
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 plans: Number of Shares Weighted Average Grant- Date Fair Value Balance as of June 30, 2016 1,078 $ 1.62 Vested (1,078 ) 1.62 Granted 275,281 2.86 Forfeited (16,645 ) 2.75 Balance as of June 30, 2017 258,636 $ 2.86 |
Schedule of Share-Based Compensation Stock Option Activity | The following table summarizes stock option activity under the plans: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding as of June 30, 2016 3,855,290 $ 2.95 6.95 $ 2,530 Granted 230,000 4.02 — — Exercised (451,209 ) 2.16 — 1,224 Forfeited (282,487 ) 4.19 — — Outstanding as of June 30, 2017 3,351,594 $ 3.02 6.32 $ 8,035 |
Schedule of Share-Based Payment Award Stock Options Valuation Assumptions | For the years ended June 30, 2017, 2016 and 2015, the weighted average fair value per share of employee stock options granted was $1.96, $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, 2017 2016 2015 Risk-free interest rate 1.15 - 2.05% 1.36 - 1.92% 1.45 - 2.01% Expected term 6.5 years 6.5 years 6.5 years Expected volatility 47.97 - 48.02% 46.60 - 53.49% 55.58 - 62.56% Expected dividend yield 0.00% 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, 2017: Outstanding Options Exercisable Options Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) Number of Shares Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (In thousands) $0.00 - $0.49 350,000 1.61 $ 0.25 $ 1,796 350,000 1.61 $ 0.25 $ 1,796 $0.50 - $0.99 14,559 3.40 0.60 70 14,559 3.40 0.60 70 $1.00 - $1.49 115,844 3.82 1.31 471 105,844 3.67 1.30 432 $1.50 - $1.99 356,057 5.77 1.87 1,248 265,783 5.72 1.87 933 $2.00 - $2.49 598,628 5.16 2.28 1,855 463,248 4.85 2.29 1,433 $2.50 - $2.99 120,000 6.67 2.75 316 60,000 6.67 2.75 158 $3.00 - $3.49 608,746 8.04 3.24 1,303 134,757 7.18 3.17 297 $3.50 - $3.99 325,000 7.64 3.89 483 119,000 7.37 3.91 175 $4.00 - $4.49 212,389 7.61 4.19 253 74,947 7.49 4.13 94 $4.50 - $4.99 291,090 7.84 4.59 229 104,429 7.64 4.58 84 $5.00 - $5.49 84,281 7.86 5.27 11 33,725 7.86 5.27 4 $5.50 - $5.99 200,000 7.76 5.63 — 80,000 7.76 5.63 — $6.00 - $6.49 50,000 9.86 6.18 — — — — — $6.50 - $6.99 25,000 8.08 6.77 — 5,000 8.08 6.77 — 3,351,594 6.32 $ 3.02 $ 8,035 1,811,292 5.13 $ 2.37 $ 5,476 |
Contingencies (Tables)
Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Potential Earn-Out Payments | The following table represents the estimated undiscounted earn-out payments to be paid in each of the following fiscal years: (In thousands) 2018 2019 2020 2021 Total Earn-out payments: Cash $ 2,902 $ 1,548 $ 1,502 $ 1,468 $ 7,420 Equity 1,286 516 501 489 2,792 Total estimated earn-out payments (1) $ 4,188 $ 2,064 $ 2,003 $ 1,957 $ 10,212 (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 Segm35
Operating and Geographic Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
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, 2017 (in thousands): United States Canada Corporate/ Eliminations Total Revenues $ 685,173 $ 96,751 $ (4,311 ) $ 777,613 Net revenues 173,742 20,894 — 194,636 Income (loss) from operations 25,726 3,810 (19,048 ) 10,488 Other income (expense) 561 40 (2,497 ) (1,896 ) Income (loss) before income tax expense 26,287 3,850 (21,545 ) 8,592 Depreciation and amortization 2,371 734 9,244 12,349 Technology and equipment, net 13,147 1,350 730 15,227 Transition and lease termination costs 1,582 541 137 2,260 Transition and lease termination liability 400 1,614 — 2,014 Goodwill 45,381 21,398 — 66,779 Year Ended June 30, 2016 (in thousands): Revenues $ 682,491 $ 104,762 $ (4,674 ) $ 782,579 Net revenues 167,602 19,059 — 186,661 Income (loss) from operations 22,109 96 (22,542 ) (337 ) Other income (expense) 1,220 (170 ) (6,052 ) (5,002 ) Income (loss) before income tax expense 23,329 (74 ) (28,594 ) (5,339 ) Depreciation and amortization 1,890 671 9,472 12,033 Technology and equipment, net 9,360 1,634 1,459 12,453 Transition and lease termination costs 3,339 2,606 — 5,945 Transition and lease termination liability 714 1,782 — 2,496 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 Transition and lease termination costs 678 92 — 770 Transition and lease termination liability 284 — — 284 Goodwill 43,185 19,904 — 63,089 |
Quarterly Financial Data (Una36
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Data | The Company’s unaudited results of operations for each of the quarters in the years ended June 30, 2017 and 2016 are summarized below: (In thousands, except per share data) Quarter Ended, June 30, 2017 March 31, 2017 December 31, 2016 September 31, 2016 Revenues $ 201,829 $ 181,771 $ 198,881 $ 195,133 Net revenues 49,795 45,709 50,124 49,009 Income from operations 677 2,020 4,425 3,366 Net income (loss) attributable to Radiant Logistics, Inc. (517 ) 907 2,610 1,862 Preferred stock dividends (511 ) (511 ) (511 ) (511 ) Net income (loss) attributable to common stockholders (1,028 ) 396 2,099 1,351 Net income (loss) per common share - basic and diluted $ (0.02 ) $ 0.01 $ 0.04 $ 0.03 Quarter Ended, June 30, 2016 March 31, 2016 December 31, 2015 September 31, 2015 Revenues $ 182,463 $ 178,299 $ 206,322 $ 215,495 Net revenues 46,550 41,801 47,596 50,713 Income (loss) from operations 1,038 (472 ) (2,557 ) 1,653 Net income (loss) attributable to Radiant Logistics, Inc. (123 ) (1,719 ) (2,016 ) 339 Preferred stock dividends (511 ) (511 ) (511 ) (511 ) Net loss attributable to common stockholders (634 ) (2,230 ) (2,527 ) (172 ) Net loss per common share - basic and diluted $ (0.01 ) $ (0.05 ) $ (0.05 ) $ — |
The Company and Basis of Pres37
The Company and Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2017LocationOfficeCompany | |
Organization and Basis of Presentation [Line Items] | |
Number of operating locations | Location | 100 |
Number of owned offices | Office | 20 |
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 Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Bank overdrafts | $ 9,238 | $ 4,434 | ||
loss on impairment of acquired intangible assets | $ 3,680 | 0 | $ 3,680 | $ 0 |
Description of impairment loss | During the fiscal year ended June 30, 2016, 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 | 5,342 | $ 4,932 | 2,750 | |
Defined contribution plan, contributions by employer | 764 | 700 | 495 | |
Share-based compensation expense | 1,304 | 1,407 | $ 1,115 | |
Future minimum lease payments | 34,891 | |||
Reclassification from payments of contingent consideration, financing activities to operating activities | $ 15 | |||
Deposit and Other Asset | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred Tax Assets recognized in deposits and other assets | $ 1,700 | |||
Trademarks and Trade Names | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 15 years | |||
Maximum | Customer-Related Intangible Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Technology and Equipment | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 3 years | |||
Technology and Equipment | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 15 years | |||
Computer Software | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 3 years | |||
Computer Software | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 5 years |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Line Items] | ||
Goodwill, beginning of year | $ 62,888 | $ 63,089 |
Goodwill, end of year | 66,779 | 62,888 |
Wheels | ||
Accounting Policies [Line Items] | ||
Acquisitions | 0 | 85 |
SBA | ||
Accounting Policies [Line Items] | ||
Acquisitions | 0 | (316) |
Other Acquisitions | ||
Accounting Policies [Line Items] | ||
Acquisitions | $ 3,891 | $ 30 |
Summary of Significant Accoun40
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, 2017USD ($) |
Leases Operating [Abstract] | |
2,018 | $ 8,545 |
2,019 | 7,901 |
2,020 | 7,630 |
2,021 | 6,340 |
2,022 | 3,911 |
Thereafter | 564 |
Total minimum lease payments | $ 34,891 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Schedule of Transition and Lease Termination Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost And Reserve [Line Items] | |||
Beginning Balance | $ 2,496 | $ 284 | |
Lease termination and transitions costs | 2,260 | 5,945 | $ 770 |
Payments and other | (2,742) | (3,733) | |
Ending Balance | 2,014 | 2,496 | 284 |
Lease Termination Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Beginning Balance | 1,815 | 255 | |
Lease termination and transitions costs | 566 | 2,545 | |
Payments and other | (767) | (985) | |
Ending Balance | 1,614 | 1,815 | 255 |
Retention and Severance Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Beginning Balance | 681 | 29 | |
Lease termination and transitions costs | 155 | 992 | |
Payments and other | (436) | (340) | |
Ending Balance | 400 | 681 | 29 |
Non-recurring Personnel Costs | |||
Restructuring Cost And Reserve [Line Items] | |||
Beginning Balance | 0 | 0 | |
Lease termination and transitions costs | 1,539 | 2,408 | |
Payments and other | (1,539) | (2,408) | |
Ending Balance | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun42
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, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |||
Weighted average basic shares outstanding | 48,840,797 | 48,413,361 | 36,446,778 |
Dilutive effect of share-based awards | 1,152,798 | 0 | 1,574,733 |
Weighted average dilutive shares outstanding | 49,993,595 | 48,413,361 | 38,021,511 |
Potentially dilutive common shares excluded | 1,592,897 | 3,856,368 | 918,290 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | Nov. 02, 2015 | Jun. 08, 2015 | Apr. 02, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 01, 2015 | Dec. 15, 2014 | Sep. 01, 2014 |
Business Acquisition [Line Items] | |||||||||
Cash, net of cash acquired | $ 11,515,000 | $ 800,000 | $ 44,031,000 | ||||||
Maximum earn-out payments | $ 13,100,000 | ||||||||
Lomas Logistics | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, description of acquired entity | On April 1, 2017, the Company, through a wholly-owned subsidiary acquired Lomas Logistics (“Lomas”), a division of L.V. Lomas Limited. Lomas operates as a third-party logistics provider serving companies across a range of industries including consumer goods, healthcare, food, chemicals and technology and operates from locations in Ontario and British Columbia, Canada. | ||||||||
Business acquisition, name of acquired entity | Lomas Logistics | ||||||||
Business acquisition, effective date of acquisition | Apr. 1, 2017 | ||||||||
Period of goodwill deductible for income tax | 15 years | ||||||||
Dedicated Logistics Technologies, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, description of acquired entity | On June 1, 2017 the Company, through a wholly-owned subsidiary acquired the assets and operations of its strategic operating partner Dedicated Logistics Technologies, Inc. (“DLT”), a Newark, New Jersey based company. | ||||||||
Business acquisition, name of acquired entity | Dedicated Logistics Technologies, Inc. | ||||||||
Business acquisition, effective date of acquisition | Jun. 1, 2017 | ||||||||
Period of goodwill deductible for income tax | 15 years | ||||||||
Copper Logistics Incorporated | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, effective date of acquisition | Nov. 2, 2015 | ||||||||
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, name of acquired entity | Wheels Group, Inc | ||||||||
Business acquisition, effective date of acquisition | Apr. 2, 2015 | ||||||||
Cash, net of cash acquired | $ 26,948,000 | ||||||||
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, name of acquired entity | Service by Air, Inc. | ||||||||
Business acquisition, effective date of acquisition | Jun. 8, 2015 | ||||||||
Cash, net of cash acquired | $ 10,903,000 | ||||||||
Business acquisition, approximate base purchase price | 11,476,000 | ||||||||
Cash paid at closing | 11,400,000 | ||||||||
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, name of acquired entity | Trans-Net, Inc. | ||||||||
Business acquisition, effective date of acquisition | Sep. 1, 2014 | ||||||||
Period of goodwill deductible for income tax | 15 years | ||||||||
Maximum earn-out payments | $ 0 | ||||||||
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, name of acquired entity | Don Cameron & Associates, Inc. | ||||||||
Business acquisition, effective date of acquisition | Dec. 15, 2014 | ||||||||
Period of goodwill deductible for income tax | 15 years | ||||||||
Maximum earn-out payments | $ 0 | ||||||||
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, name of acquired entity | Highways and Skyways, Inc. | ||||||||
Business acquisition, effective date of acquisition | Jun. 1, 2015 | ||||||||
Period of goodwill deductible for income tax | 15 years | ||||||||
Maximum earn-out payments | $ 0 | ||||||||
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, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||
Cash, net of cash acquired | $ 11,515 | $ 800 | $ 44,031 | ||
Common stock | 905 | $ 31 | 39,416 | ||
Fiscal Year 2017 Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Cash, net of cash acquired | 11,515 | ||||
Common stock | 500 | ||||
Total | 17,265 | ||||
Fiscal Year 2017 Acquisitions | Working capital and other holdbacks | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | 4,500 | ||||
Fiscal Year 2017 Acquisitions | Contingent consideration | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | $ 750 | ||||
Wheels | |||||
Business Acquisition [Line Items] | |||||
Cash, net of cash acquired | $ 26,948 | ||||
Common stock | 38,847 | ||||
Total | 65,795 | ||||
Wheels | Working capital and other holdbacks | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | 0 | ||||
Wheels | Contingent consideration | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | $ 0 | ||||
SBA | |||||
Business Acquisition [Line Items] | |||||
Cash, net of cash acquired | $ 10,903 | ||||
Common stock | 0 | ||||
Liabilities incurred as part of consideration transferred | 850 | ||||
Total | 11,476 | ||||
SBA | Working capital and other holdbacks | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | 573 | ||||
SBA | Contingent consideration | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | $ 0 | ||||
Other | |||||
Business Acquisition [Line Items] | |||||
Cash, net of cash acquired | 5,719 | ||||
Common stock | 369 | ||||
Total | 8,846 | ||||
Other | Working capital and other holdbacks | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | 733 | ||||
Other | Contingent consideration | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred as part of consideration transferred | $ 2,025 |
Business Acquisitions - Sched45
Business Acquisitions - Schedule of Purchase Price Allocation for Acquisition (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2015 | Jun. 08, 2015 | Apr. 02, 2015 |
Fiscal Year 2017 Acquisitions | ||||
Schedule Of Business Combination Purchase Price Allocation [Line Items] | ||||
Technology and equipment | $ 1,810 | |||
Other assets | 295 | |||
Intangibles | 11,300 | |||
Goodwill | 3,891 | |||
Total assets acquired | 17,296 | |||
Other liabilities | 31 | |||
Total liabilities assumed | 31 | |||
Net assets acquired | $ 17,265 | |||
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 |
Business Acquisitions - Sched46
Business Acquisitions - Schedule of Fair Value of Acquired Receivables (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 08, 2015 | Apr. 02, 2015 |
Wheels | |||
Business Acquisition [Line Items] | |||
Gross amount due | $ 34,903 | ||
Estimated uncollectible amounts | (268) | ||
Total | $ 34,635 | ||
SBA | |||
Business Acquisition [Line Items] | |||
Gross amount due | $ 18,959 | ||
Estimated uncollectible amounts | (376) | ||
Total | $ 18,583 | ||
Other | |||
Business Acquisition [Line Items] | |||
Gross amount due | $ 834 | ||
Estimated uncollectible amounts | (27) | ||
Total | $ 807 |
Technology and Equipment - Sche
Technology and Equipment - Schedule of Technology and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Property Plant And Equipment [Line Items] | |||
Technology and equipment, gross | $ 24,431 | $ 17,925 | |
Less: Accumulated depreciation and amortization | (9,204) | (5,472) | |
Technology and equipment, net | 15,227 | 12,453 | $ 13,176 |
Computer Software | |||
Property Plant And Equipment [Line Items] | |||
Technology and equipment, gross | 12,848 | 8,596 | |
Trailers and related equipment | |||
Property Plant And Equipment [Line Items] | |||
Technology and equipment, gross | 4,682 | 4,890 | |
Leasehold improvements | |||
Property Plant And Equipment [Line Items] | |||
Technology and equipment, gross | 2,363 | 1,648 | |
Computer equipment | |||
Property Plant And Equipment [Line Items] | |||
Technology and equipment, gross | 1,745 | 1,416 | |
Office and warehouse equipment | |||
Property Plant And Equipment [Line Items] | |||
Technology and equipment, gross | 2,005 | 794 | |
Furniture and fixtures | |||
Property Plant And Equipment [Line Items] | |||
Technology and equipment, gross | $ 788 | $ 581 |
Technology and Equipment - Addi
Technology and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and leasehold amortization | $ 3,837 | $ 3,473 | $ 965 |
Computer software currently in development | 24,431 | $ 17,925 | |
Software Currently In Development | |||
Property Plant And Equipment [Line Items] | |||
Computer software currently in development | $ 4,021 |
Acquired Intangible Assets - Sc
Acquired Intangible Assets - Schedule of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 111,933 | $ 100,633 |
Acquired intangible assets, accumulated amortization | (37,204) | (28,692) |
Total | 74,729 | 71,941 |
Customer related | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 96,106 | 85,824 |
Acquired intangible assets, weighted-average life | 7 years 2 months 16 days | |
Trademarks and Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 14,977 | 14,069 |
Acquired intangible assets, weighted-average life | 11 years 2 months 27 days | |
Covenants not to compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 850 | $ 740 |
Acquired intangible assets, weighted-average life | 2 years 5 months 5 days |
Acquired Intangible Assets - Ad
Acquired Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization of intangibles | $ 8,512 | $ 8,560 | $ 5,394 |
Acquired Intangible Assets - 51
Acquired Intangible Assets - Schedule of Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 9,683 | |
2,019 | 9,543 | |
2,020 | 9,431 | |
2,021 | 9,368 | |
2,022 | 8,900 | |
Thereafter | 27,804 | |
Total | $ 74,729 | $ 71,941 |
Notes Payable and Other Long-52
Notes Payable and Other Long-Term Debt - Schedule of Notes Payable and Other Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Debt Disclosure [Abstract] | ||
Long-term Credit Facility | $ 13,780 | $ 9,766 |
Senior Secured Loans | 27,514 | 22,081 |
Other notes payable | 149 | 338 |
Less: Loan issuance costs | (1,021) | (866) |
Total notes payable | 40,422 | 31,319 |
Less: Current portion | (3,382) | (2,416) |
Total notes payable, net of current portion | $ 37,040 | $ 28,903 |
Notes Payable and Other Long-53
Notes Payable and Other Long-Term Debt - Schedule of Maturities of Notes Payable and Other Long-Term Debt (Detail) $ in Thousands | Jun. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 3,382 |
2,019 | 3,485 |
2,020 | 3,724 |
2,021 | 3,979 |
2,022 | 18,032 |
Thereafter | 8,841 |
Total maturities of notes payable and other long-term debt | $ 41,443 |
Notes Payable and Other Long-54
Notes Payable and Other Long-Term Debt - Additional Information (Detail) CAD in Millions | Apr. 02, 2015USD ($) | Apr. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Apr. 01, 2017CAD | Apr. 02, 2015CAD |
Debt Instrument [Line Items] | |||||
Debt instrument, outstanding principal | $ 41,443,000 | ||||
Integrated Private Debt Fund Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument payment description | The loans 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 the maturity date, and (ii) the face value of the principal amount being prepaid. | ||||
Minimum | Integrated Private Debt Fund Loan | |||||
Debt Instrument [Line Items] | |||||
Loan prepayment prior written notice period | 30 days | ||||
Bank of America Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility maximum borrowing capacity | $ 75,000,000 | ||||
Line of Credit Facility interest rate description | Borrowings accrue interest based on the Company’s average daily availability at the Lender’s base rate plus 0.25% to 0.75% or for a LIBOR rate contract, LIBOR plus 1.25% to 1.75%. | ||||
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 | $ 300,000 | ||||
Line of Credit Facility remaining borrowing capacity | $ 51,800,000 | ||||
Bank of America Credit Facility | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 0.25% | ||||
Bank of America Credit Facility | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 0.75% | ||||
Bank of America Credit Facility | LIBOR Plus Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 1.25% | ||||
Bank of America Credit Facility | LIBOR Plus Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Marginal interest | 1.75% | ||||
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% | |||
Interest only repayment period | 12 months | ||||
Integrated Private Debt Fund V LP | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Jun. 1, 2024 | ||||
Senior secured term loan | CAD | CAD 10 | ||||
Debt instrument interest rate | 6.65% | ||||
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 | $ 3,500,000 | ||||
Debt instrument, maturity date | Jun. 14, 2022 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jul. 16, 2015 | Jan. 31, 2016 | Jun. 30, 2017 | 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 | $ 2,046,000 | ||
Proceeds from common stock, net of offering costs | 0 | $ 0 | $ 109,000 | ||
Repurchase program, common stock purchased value at cost | $ 253,000 | ||||
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 | ||||
Repurchase program, common stock purchased shares | 91,798 | ||||
Repurchase program, common stock purchased value at cost | $ 253,000 | $ 0 | |||
Repurchase program, common stock purchased value at cost, average cost per share | $ 2.75 | ||||
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. | ||||
Preferred stock, cash redemption price per share | $ 25 | ||||
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 $25.00 stated liquidation preference, up to a maximum of 19.0% per annum. | ||||
Series A Preferred Stock | Payment of dividend | Minimum | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, dividend rate percentage | 2.00% | ||||
Series A Preferred Stock | Payment of dividend | Maximum | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, dividend rate percentage | 19.00% | ||||
Series A Preferred Stock | NYSE American listing | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, dividend rate percentage | 2.00% | ||||
Preferred stock, dividend payment terms | If the Company fails to maintain the listing of the Series A Preferred Shares on the NYSE American or other exchange for 30 days or more, the per annum dividend rate will increase by an additional 2.0% per annum so long as the listing failure continues. | ||||
Series A Preferred Stock | Fixed Charge Coverage Ratio | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, dividend payment terms | The Series A Preferred Shares require the Company to maintain a Fixed Charge Coverage Ratio of at least 2.0. If the Company is not in compliance with this ratio, then it cannot pay any dividend on its common stock. | ||||
Series A Preferred Stock | Fixed Charge Coverage Ratio | Minimum | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, fixed charge coverage ratio | 2.00% |
Variable Interest Entity and 56
Variable Interest Entity and Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Variable Interest Entity [Line Items] | |||
Change in non-controlling interest | $ 57 | $ 66 | $ 80 |
Radiant Logistics Partners, LLC | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity, measure of activity, operating income or loss | $ 95 | 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 | $ 57 | $ 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 57
Variable Interest Entity and Related Party Transactions - Summary of Balance Sheets of RLP (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
LIABILITIES AND PARTNERS’ CAPITAL | ||
Total liabilities and stockholders’ equity | $ 289,540 | $ 263,469 |
Radiant Logistics Partners, LLC | ||
ASSETS | ||
Total assets | 94 | 138 |
LIABILITIES AND PARTNERS’ CAPITAL | ||
Partners’ capital | 88 | 132 |
Total liabilities and stockholders’ equity | 94 | 138 |
Radiant Logistics Partners, LLC | Accounts Receivable | ||
ASSETS | ||
Total assets | 94 | 137 |
Radiant Logistics Partners, LLC | Prepaid Expenses and Other Current Assets | ||
ASSETS | ||
Total assets | 0 | 1 |
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, 2017 | Jun. 30, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 9,920 | $ 7,485 |
Level 3 | Contingent consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 9,920 | $ 7,485 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |||
Change in contingent consideration | $ 3,431 | $ 1,003 | $ (3,921) |
Maximum earn-out payments | 13,100 | ||
Contingent consideration earned | $ 2,600 |
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, 2017 | Jun. 30, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance, Beginning | $ 7,485 | $ 7,613 |
Increase related to accounting for acquisition | 4,500 | 425 |
Contingent consideration paid | (5,496) | (1,556) |
Change in fair value | 3,431 | 1,003 |
Balance, Ending | $ 9,920 | $ 7,485 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Jun. 30, 2016 |
Deferred tax assets (liabilities): | ||
Allowance for doubtful accounts | $ 594 | $ 654 |
Accruals | 840 | 878 |
Share-based compensation | 1,181 | 919 |
Technology and equipment basis differences | (3,436) | (3,095) |
Goodwill deductible for tax purposes | (367) | (101) |
Intangibles | (12,192) | (15,307) |
Deferred rent | 162 | 346 |
Net operating loss carry-forward | 1,691 | 2,860 |
Other, net | 701 | 321 |
Net long-term deferred tax assets (liabilities) | $ (10,826) | $ (12,525) |
Provision for Income Taxes - 62
Provision for Income Taxes - Schedule of Components of Income Tax Expense Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Current: | |||
Federal | $ 4,299 | $ 1,002 | $ 3,445 |
State | 879 | 176 | 321 |
Foreign | 202 | 8 | 6 |
Deferred: | |||
Federal | (1,876) | (3,060) | (1,510) |
State | (205) | 193 | (242) |
Foreign | 374 | (205) | (4) |
Net income tax expense (benefit) | $ 3,673 | $ (1,886) | $ 2,016 |
Provision for Income Taxes - 63
Provision for Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at statutory rate | $ 2,962 | $ (1,853) | $ 2,684 |
Permanent differences | 77 | 86 | 59 |
State income taxes | 453 | 387 | 18 |
Foreign income taxes | 31 | 371 | 150 |
Transaction costs | 0 | 12 | 618 |
Contingent consideration | (2) | (463) | (1,486) |
Uncertain tax positions | (15) | (165) | 0 |
Other | 167 | (261) | (27) |
Net income tax expense (benefit) | $ 3,673 | $ (1,886) | $ 2,016 |
Provision for Income Taxes - 64
Provision for Income Taxes - Schedule of Reconciliation of Uncertain Income Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Balance, beginning of the year | $ 24 | $ 308 |
Additions on tax positions related to the current year | 0 | 0 |
Additions on tax positions related to the prior year | 0 | 24 |
Other reductions on tax positions taken in prior years | (24) | (148) |
Settlements | 0 | (160) |
Balance, end of the year | $ 0 | $ 24 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Components Of Income Tax Expense Benefit [Line Items] | |
Uncertain tax positions | $ 0 |
Minimal net operating loss carryover expiration year | Jun. 30, 2027 |
June 30 2014 | U.S. Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,014 |
June 30 2017 | U.S. Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,017 |
June 30 2017 | State Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,017 |
June 30 2017 | Foreign Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,017 |
June 30 2013 | State Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,013 |
December 31 2013 | Foreign Authorities | |
Components Of Income Tax Expense Benefit [Line Items] | |
Tax years which remain subject to examination | 2,013 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 1,304 | $ 1,407 | $ 1,115 |
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 | $ 170 | 3 | 5 |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ 571 | ||
Employee service share-based Compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 2 years 3 months | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||
Restricted stock units to common stock ratio, shares entitled | 1 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 1,134 | $ 1,404 | $ 1,110 |
Employee service share-based Compensation, nonvested awards, total compensation cost not yet recognized, period for recognition | 2 years 10 months 14 days | ||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized stock options | $ 2,673 | ||
Weighted average fair value per share | $ 1.96 | $ 1.96 | $ 2.57 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share Based Compensation Restricted Stock Activity (Detail) - Restricted Stock | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, Beginning Balance | shares | 1,078 |
Number of Shares, Vested | shares | (1,078) |
Number of Shares, Granted | shares | 275,281 |
Number of Shares, Forfeited | shares | (16,645) |
Number of shares, Ending Balance | shares | 258,636 |
Weighted Average Grant-Date Fair Value, Beginning Balance | $ / shares | $ 1.62 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 1.62 |
Weighted Average Grant-Date Fair Value, Granted | $ / shares | 2.86 |
Weighted Average Grant-Date Fair Value, Forfeited | $ / shares | 2.75 |
Weighted Average Grant-Date Fair Value, Ending Balance | $ / shares | $ 2.86 |
Share-Based Compensation - Sc68
Share-Based Compensation - Schedule of Share Based Compensation Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Shares, Outstanding, Beginning Balance | 3,855,290 | |
Number of Shares, Granted | 230,000 | |
Number of Shares, Exercised | (451,209) | |
Number of Shares, Forfeited | (282,487) | |
Number of Shares, Outstanding, Ending Balance | 3,351,594 | 3,855,290 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 2.95 | |
Weighted Average Exercise Price, Granted | 4.02 | |
Weighted Average Exercise Price, Exercised | 2.16 | |
Weighted Average Exercise Price, Forfeited | 4.19 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 3.02 | $ 2.95 |
Weighted Average Remaining Contractual Life - Years | 6 years 3 months 26 days | 6 years 11 months 12 days |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $ 2,530 | |
Aggregate Intrinsic Value, Exercised | 1,224 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ 8,035 | $ 2,530 |
Share-Based Compensation - Sc69
Share-Based Compensation - Schedule of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-Free Interest Rate, Minimum | 1.15% | 1.36% | 1.45% |
Risk-Free Interest Rate, Maximum | 2.05% | 1.92% | 2.01% |
Expected term | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Expected Volatility, Minimum | 47.97% | 46.60% | 55.58% |
Expected Volatility, Maximum | 48.02% | 53.49% | 62.56% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Share-Based Compensation - Sc70
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, 2017 | Jun. 30, 2016 | |
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 | 3,351,594 | 3,855,290 |
Weighted Average Remaining Contractual Life - Years | 6 years 3 months 26 days | 6 years 11 months 12 days |
Weighted Average Exercise Price | $ 3.02 | $ 2.95 |
Aggregate Intrinsic Value of Outstanding Options | $ 8,035 | $ 2,530 |
Exercisable Options, Number Exercisable | 1,811,292 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 5 years 1 month 16 days | |
Exercisable Options, Weighted Average Exercise Price | $ 2.37 | |
Exercisable Options, Aggregate Intrinsic Value | $ 5,476 | |
$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 | 350,000 | |
Weighted Average Remaining Contractual Life - Years | 1 year 7 months 10 days | |
Weighted Average Exercise Price | $ 0.25 | |
Aggregate Intrinsic Value of Outstanding Options | $ 1,796 | |
Exercisable Options, Number Exercisable | 350,000 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 1 year 7 months 10 days | |
Exercisable Options, Weighted Average Exercise Price | $ 0.25 | |
Exercisable Options, Aggregate Intrinsic Value | $ 1,796 | |
$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 | 3 years 4 months 24 days | |
Weighted Average Exercise Price | $ 0.60 | |
Aggregate Intrinsic Value of Outstanding Options | $ 70 | |
Exercisable Options, Number Exercisable | 14,559 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 3 years 4 months 24 days | |
Exercisable Options, Weighted Average Exercise Price | $ 0.60 | |
Exercisable Options, Aggregate Intrinsic Value | $ 70 | |
$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 | 115,844 | |
Weighted Average Remaining Contractual Life - Years | 3 years 9 months 25 days | |
Weighted Average Exercise Price | $ 1.31 | |
Aggregate Intrinsic Value of Outstanding Options | $ 471 | |
Exercisable Options, Number Exercisable | 105,844 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 3 years 8 months 2 days | |
Exercisable Options, Weighted Average Exercise Price | $ 1.30 | |
Exercisable Options, Aggregate Intrinsic Value | $ 432 | |
$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 | 356,057 | |
Weighted Average Remaining Contractual Life - Years | 5 years 9 months 7 days | |
Weighted Average Exercise Price | $ 1.87 | |
Aggregate Intrinsic Value of Outstanding Options | $ 1,248 | |
Exercisable Options, Number Exercisable | 265,783 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 5 years 8 months 19 days | |
Exercisable Options, Weighted Average Exercise Price | $ 1.87 | |
Exercisable Options, Aggregate Intrinsic Value | $ 933 | |
$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 | 598,628 | |
Weighted Average Remaining Contractual Life - Years | 5 years 1 month 27 days | |
Weighted Average Exercise Price | $ 2.28 | |
Aggregate Intrinsic Value of Outstanding Options | $ 1,855 | |
Exercisable Options, Number Exercisable | 463,248 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 4 years 10 months 6 days | |
Exercisable Options, Weighted Average Exercise Price | $ 2.29 | |
Exercisable Options, Aggregate Intrinsic Value | $ 1,433 | |
$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 | 120,000 | |
Weighted Average Remaining Contractual Life - Years | 6 years 8 months 2 days | |
Weighted Average Exercise Price | $ 2.75 | |
Aggregate Intrinsic Value of Outstanding Options | $ 316 | |
Exercisable Options, Number Exercisable | 60,000 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 6 years 8 months 2 days | |
Exercisable Options, Weighted Average Exercise Price | $ 2.75 | |
Exercisable Options, Aggregate Intrinsic Value | $ 158 | |
$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 | 608,746 | |
Weighted Average Remaining Contractual Life - Years | 8 years 15 days | |
Weighted Average Exercise Price | $ 3.24 | |
Aggregate Intrinsic Value of Outstanding Options | $ 1,303 | |
Exercisable Options, Number Exercisable | 134,757 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 2 months 5 days | |
Exercisable Options, Weighted Average Exercise Price | $ 3.17 | |
Exercisable Options, Aggregate Intrinsic Value | $ 297 | |
$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 | 325,000 | |
Weighted Average Remaining Contractual Life - Years | 7 years 7 months 21 days | |
Weighted Average Exercise Price | $ 3.89 | |
Aggregate Intrinsic Value of Outstanding Options | $ 483 | |
Exercisable Options, Number Exercisable | 119,000 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 4 months 13 days | |
Exercisable Options, Weighted Average Exercise Price | $ 3.91 | |
Exercisable Options, Aggregate Intrinsic Value | $ 175 | |
$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 | 212,389 | |
Weighted Average Remaining Contractual Life - Years | 7 years 7 months 10 days | |
Weighted Average Exercise Price | $ 4.19 | |
Aggregate Intrinsic Value of Outstanding Options | $ 253 | |
Exercisable Options, Number Exercisable | 74,947 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 5 months 27 days | |
Exercisable Options, Weighted Average Exercise Price | $ 4.13 | |
Exercisable Options, Aggregate Intrinsic Value | $ 94 | |
$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 | 291,090 | |
Weighted Average Remaining Contractual Life - Years | 7 years 10 months 3 days | |
Weighted Average Exercise Price | $ 4.59 | |
Aggregate Intrinsic Value of Outstanding Options | $ 229 | |
Exercisable Options, Number Exercisable | 104,429 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 7 months 21 days | |
Exercisable Options, Weighted Average Exercise Price | $ 4.58 | |
Exercisable Options, Aggregate Intrinsic Value | $ 84 | |
$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 | 84,281 | |
Weighted Average Remaining Contractual Life - Years | 7 years 10 months 10 days | |
Weighted Average Exercise Price | $ 5.27 | |
Aggregate Intrinsic Value of Outstanding Options | $ 11 | |
Exercisable Options, Number Exercisable | 33,725 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 10 months 10 days | |
Exercisable Options, Weighted Average Exercise Price | $ 5.27 | |
Exercisable Options, Aggregate Intrinsic Value | $ 4 | |
$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 | 200,000 | |
Weighted Average Remaining Contractual Life - Years | 7 years 9 months 3 days | |
Weighted Average Exercise Price | $ 5.63 | |
Aggregate Intrinsic Value of Outstanding Options | $ 0 | |
Exercisable Options, Number Exercisable | 80,000 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 7 years 9 months 3 days | |
Exercisable Options, Weighted Average Exercise Price | $ 5.63 | |
Exercisable Options, Aggregate Intrinsic Value | $ 0 | |
$6.00 - $6.49 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise Price, Lower Range Limit | $ 6 | |
Exercise Price, Upper Range Limit | $ 6.49 | |
Number Outstanding at June 30 | 50,000 | |
Weighted Average Remaining Contractual Life - Years | 9 years 10 months 10 days | |
Weighted Average Exercise Price | $ 6.18 | |
Aggregate Intrinsic Value of Outstanding Options | $ 0 | |
Exercisable Options, Number Exercisable | 0 | |
Exercisable Options, Weighted Average Exercise Price | $ 0 | |
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 | 25,000 | |
Weighted Average Remaining Contractual Life - Years | 8 years 29 days | |
Weighted Average Exercise Price | $ 6.77 | |
Aggregate Intrinsic Value of Outstanding Options | $ 0 | |
Exercisable Options, Number Exercisable | 5,000 | |
Exercisable Options, Weighted Average Remaining Contractual Life-Years | 8 years 29 days | |
Exercisable Options, Weighted Average Exercise Price | $ 6.77 | |
Exercisable Options, Aggregate Intrinsic Value | $ 0 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2013USD ($) | Aug. 31, 2011ArmoredVehicle | Jun. 30, 2017 | Jan. 04, 2017USD ($) | Apr. 10, 2011USD ($) | |
Loss Contingencies [Line Items] | |||||
Insurance claims on loss contingency | $ 0.1 | ||||
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, 2017USD ($) |
Earn Out Payments Payable [Line Items] | |
2,018 | $ 4,188 |
2,019 | 2,064 |
2,020 | 2,003 |
2,021 | 1,957 |
Total | 10,212 |
Cash | |
Earn Out Payments Payable [Line Items] | |
2,018 | 2,902 |
2,019 | 1,548 |
2,020 | 1,502 |
2,021 | 1,468 |
Total | 7,420 |
Equity | |
Earn Out Payments Payable [Line Items] | |
2,018 | 1,286 |
2,019 | 516 |
2,020 | 501 |
2,021 | 489 |
Total | $ 2,792 |
Operating and Geographic Segm73
Operating and Geographic Segment Information - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Operating and Geographic Segm74
Operating and Geographic Segment Information - Segment Reporting (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 201,829 | $ 181,771 | $ 198,881 | $ 195,133 | $ 182,463 | $ 178,299 | $ 206,322 | $ 215,495 | $ 777,613 | $ 782,579 | $ 502,665 |
Net revenues | 49,795 | 45,709 | 50,124 | 49,009 | 46,550 | 41,801 | 47,596 | 50,713 | 194,636 | 186,661 | 123,723 |
Income (loss) from operations | 677 | $ 2,020 | $ 4,425 | $ 3,366 | 1,038 | $ (472) | $ (2,557) | $ 1,653 | 10,488 | (337) | 10,550 |
Other income (expense) | (1,896) | (5,002) | (2,579) | ||||||||
Income (loss) before income tax expense | 8,592 | (5,339) | 7,971 | ||||||||
Depreciation and amortization | 12,349 | 12,033 | 6,359 | ||||||||
Technology and equipment, net | 15,227 | 12,453 | 15,227 | 12,453 | 13,176 | ||||||
Transition and lease termination costs | 2,260 | 5,945 | 770 | ||||||||
Transition and lease termination liability | 2,014 | 2,496 | 2,014 | 2,496 | 284 | ||||||
Goodwill | 66,779 | 62,888 | 66,779 | 62,888 | 63,089 | ||||||
Operating Segments | United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 685,173 | 682,491 | 473,683 | ||||||||
Net revenues | 173,742 | 167,602 | 118,174 | ||||||||
Income (loss) from operations | 25,726 | 22,109 | 21,869 | ||||||||
Other income (expense) | 561 | 1,220 | (471) | ||||||||
Income (loss) before income tax expense | 26,287 | 23,329 | 21,398 | ||||||||
Depreciation and amortization | 2,371 | 1,890 | 798 | ||||||||
Technology and equipment, net | 13,147 | 9,360 | 13,147 | 9,360 | 9,016 | ||||||
Transition and lease termination costs | 1,582 | 3,339 | 678 | ||||||||
Transition and lease termination liability | 400 | 714 | 400 | 714 | 284 | ||||||
Goodwill | 45,381 | 42,984 | 45,381 | 42,984 | 43,185 | ||||||
Operating Segments | Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 96,751 | 104,762 | 29,923 | ||||||||
Net revenues | 20,894 | 19,059 | 5,549 | ||||||||
Income (loss) from operations | 3,810 | 96 | 587 | ||||||||
Other income (expense) | 40 | (170) | (252) | ||||||||
Income (loss) before income tax expense | 3,850 | (74) | 335 | ||||||||
Depreciation and amortization | 734 | 671 | 167 | ||||||||
Technology and equipment, net | 1,350 | 1,634 | 1,350 | 1,634 | 1,972 | ||||||
Transition and lease termination costs | 541 | 2,606 | 92 | ||||||||
Transition and lease termination liability | 1,614 | 1,782 | 1,614 | 1,782 | 0 | ||||||
Goodwill | 21,398 | 19,904 | 21,398 | 19,904 | 19,904 | ||||||
Corporate/Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (4,311) | (4,674) | (941) | ||||||||
Net revenues | 0 | 0 | 0 | ||||||||
Income (loss) from operations | (19,048) | (22,542) | (11,906) | ||||||||
Other income (expense) | (2,497) | (6,052) | (1,856) | ||||||||
Income (loss) before income tax expense | (21,545) | (28,594) | (13,762) | ||||||||
Depreciation and amortization | 9,244 | 9,472 | 5,394 | ||||||||
Technology and equipment, net | 730 | 1,459 | 730 | 1,459 | 2,188 | ||||||
Transition and lease termination costs | 137 | 0 | 0 | ||||||||
Transition and lease termination liability | 0 | 0 | 0 | 0 | 0 | ||||||
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Jul. 14, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||||
Cash dividend paid to holders | $ 2,046,000 | $ 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, 2017 | |||
Cash dividend per share to holders | $ 0.609375 | |||
Cash dividend paid to holders | $ 511,000 | |||
Dividend payment date | Jul. 31, 2017 |
Quarterly Financial Data (Una76
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $ 201,829 | $ 181,771 | $ 198,881 | $ 195,133 | $ 182,463 | $ 178,299 | $ 206,322 | $ 215,495 | $ 777,613 | $ 782,579 | $ 502,665 |
Net revenues | 49,795 | 45,709 | 50,124 | 49,009 | 46,550 | 41,801 | 47,596 | 50,713 | 194,636 | 186,661 | 123,723 |
Income (loss) from operations | 677 | 2,020 | 4,425 | 3,366 | 1,038 | (472) | (2,557) | 1,653 | 10,488 | (337) | 10,550 |
Net income (loss) attributable to Radiant Logistics, Inc. | (517) | 907 | 2,610 | 1,862 | (123) | (1,719) | (2,016) | 339 | 4,862 | (3,519) | 5,875 |
Less: Preferred stock dividends | (511) | (511) | (511) | (511) | (511) | (511) | (511) | (511) | (2,046) | (2,046) | (2,046) |
Net income (loss) attributable to common stockholders | $ (1,028) | $ 396 | $ 2,099 | $ 1,351 | $ (634) | $ (2,230) | $ (2,527) | $ (172) | $ 2,816 | $ (5,565) | $ 3,829 |
Net income (loss) per common share - basic and diluted | $ (0.02) | $ 0.01 | $ 0.04 | $ 0.03 | $ (0.01) | $ (0.05) | $ (0.05) | $ 0 |