Echo Global Logistics 10-Q1 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information Document	9 Months Ended
Document and Entity Information Document	Sep. 30, 2013	Oct. 31, 2013
Entity Information [Line Items]	'	'
Entity Registrant Name	'Echo Global Logistics, Inc.	'
Entity Central Index Key	'0001426945	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Accelerated Filer	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'Q3	'
Amendment Flag	'false	'
Entity Common Stock, Shares Outstanding	'	23,468,507

Consolidated_Statements_of_Inc

Consolidated Statements of Income (USD $)	3 Months Ended		9 Months Ended
Consolidated Statements of Income (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
REVENUE	$234,842,526	$192,737,761	$662,870,833	$546,537,567
COSTS AND EXPENSES:	'	'	'	'
Transportation costs	194,259,277	156,145,239	544,176,331	442,475,163
Selling, general, and administrative expenses	30,810,112	30,468,339	92,097,832	82,815,184
Depreciation and amortization	2,660,755	2,264,608	7,868,534	6,480,261
INCOME FROM OPERATIONS	7,112,382	3,859,575	18,728,136	14,766,959
Interest income	0	0	0	2,850
Interest expense	-185	-1,736	-1,357	-8,290
Other expense	-75,143	-120,121	-274,917	-354,391
OTHER EXPENSE, NET	-75,328	-121,857	-276,274	-359,831
INCOME BEFORE PROVISION FOR INCOME TAXES	7,037,054	3,737,718	18,451,862	14,407,128
INCOME TAX EXPENSE	-2,674,729	-1,451,412	-6,990,288	-5,406,198
NET INCOME	$4,362,325	$2,286,306	$11,461,574	$9,000,930
Basic net income per share (USD per share)	$0.19	$0.10	$0.50	$0.40
Diluted net income per share (USD per share)	$0.19	$0.10	$0.49	$0.39

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Cash and cash equivalents	$53,340,621	$41,780,984
Accounts receivable, net of allowance for doubtful accounts of $2,427,744 and $2,745,419 at September 30, 2013 and December 31, 2012, respectively	114,819,705	96,623,553
Income taxes receivable	0	703,590
Prepaid expenses	233,708	2,491,955
Deferred income taxes	1,291,321	0
Other current assets	116,592	139,419
Total current assets	169,801,947	141,739,501
Property and equipment, net	15,351,597	13,491,006
Intangible assets:	'	'
Goodwill	51,650,060	51,073,903
Intangible assets, net of accumulated amortization of $10,539,365 and $8,749,057 at September 30, 2013 and December 31, 2012, respectively	11,228,614	13,018,922
Other Assets, Noncurrent	230,253	159,732
Total assets	248,262,471	219,483,064
Current liabilities:	'	'
Accounts payable	71,762,231	58,889,437
Current maturities of capital lease obligations	0	24,086
Due to seller-short term	4,543,455	5,070,612
Accrued expenses	7,576,570	7,004,033
Accrued Income Taxes, Current	772,445	0
Deferred income taxes	0	13,602
Total current liabilities	84,654,701	71,001,770
Due to seller-long term	4,535,490	5,593,639
Deferred income taxes	3,260,118	1,902,245
Total liabilities	92,450,309	78,497,654
Stockholders' equity:	'	'
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 22,896,849 and 22,694,836 shares were issued and outstanding at September 30, 2013 and December 31, 2012, respectively	2,290	2,270
Additional paid-in capital	106,154,974	102,789,816
Retained earnings	49,654,898	38,193,324
Total stockholders' equity	155,812,162	140,985,410
Total liabilities and stockholders' equity	$248,262,471	$219,483,064

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets Parentheticals (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Allowance for doubtful accounts	$2,427,744	$2,745,419
Customer relationships and other intangible assets, accumulated amortization	$10,539,365	$8,749,057
Stockholders' equity:	'	'
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	22,896,849	22,694,836
Common stock, shares oustanding	22,896,849	22,694,836

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	9 Months Ended
Consolidated Statements of Cash Flows (USD $)	Sep. 30, 2013	Sep. 30, 2012
Operating activities	'	'
Net income	$11,461,574	$9,000,930
Adjustments to reconcile net income to net cash provided by operating activities:	'	'
Deferred income taxes	13,040	-1,292,800
Noncash stock compensation expense	2,636,317	2,139,513
Increase (decrease) in contingent consideration due to seller	444,694	-443,520
Depreciation and amortization	7,868,534	6,480,261
Acquisition related impairment loss	0	2,490,612
Change in assets, net of acquisitions:	'	'
Accounts receivable	-16,112,563	-11,339,153
Taxes receivable	1,476,035	1,386,639
Prepaid expenses and other assets	2,228,690	2,293,511
Change in liabilities, net of acquisitions:	'	'
Accounts payable	11,153,355	629,156
Accrued expenses and other	572,329	1,700,556
Net cash provided by operating activities	21,742,005	13,045,705
Investing activities	'	'
Purchases of property and equipment	-6,938,817	-6,833,816
Payments for acquisitions, net of cash acquired	-1,958,236	-3,601,483
Net cash used in investing activities	-8,897,053	-10,435,299
Financing activities	'	'
Principal payments on capital lease obligations	-24,086	-155,849
Tax benefit of stock options exercised	455,553	360,443
Payment of contingent consideration	-2,030,000	-2,882,500
Issuance of shares, net of issuance costs	1,121,200	1,420,560
Employee tax withholdings related to net share settlements of equity-based awards	-807,982	-192,736
Net cash used in financing activities	-1,285,315	-1,450,082
Increase in cash and cash equivalents	11,559,637	1,160,324
Cash and cash equivalents, beginning of period	41,780,984	47,007,309
Cash and cash equivalents, end of period	53,340,621	48,167,633
Supplemental disclosure of cash flow information	'	'
Cash paid during the period for interest	1,357	8,290
Cash paid during the period for income taxes	5,031,472	5,092,160
Vesting of restricted shares	0	37,850
Contingent Earnout Payments Increase Due to New Acquisitions	$0	$631,914

Consolidated_Statement_of_Stoc

Consolidated Statement of Stockholders' Equity (USD $)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Stockholders' equity at beginning of period at Dec. 31, 2012	$140,985,410	$2,270	$102,789,816	$38,193,324
Common stock, shares at beginning of period at Dec. 31, 2012	22,694,836	22,694,836	'	'
Increase (decrease) in stockholders' equity:	'	'	'	'
Share compensation expense	2,636,317	'	2,636,317	'
Exercise of stock options (in shares)	'	112,110	'	'
Exercise of stock options	1,121,200	11	1,121,189	'
Common stock issued for vested restricted stock (in shares)	'	132,436	'	'
Common stock issued for vested restricted stock	0	13	-13	'
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock (in shares)	'	-42,533	'	'
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock	-807,982	-4	-807,978	'
Tax benefit from exercise of stock options	415,643	'	415,643	'
Net income	11,461,574	'	'	11,461,574
Stockholders' equity at end of period at Sep. 30, 2013	$155,812,162	$2,290	$106,154,974	$49,654,898
Common stock, shares at end of period at Sep. 30, 2013	22,896,849	22,896,849	'	'

Summary_of_Significant_Account

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2013
Accounting Policies [Abstract]	'
Summary of Significant Accounting Policies	'
	Summary of Significant Accounting Policies

	Basis of Presentation

	The condensed consolidated financial statements include the accounts of Echo Global Logistics, Inc. and its subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated in the consolidation. The consolidated statements of income include the results of entities or assets acquired from the effective date of the acquisition for accounting purposes.

	The preparation of the consolidated financial statements is in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules or regulations. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments considered necessary for a fair presentation of the results for the period and those adjustments are of a normal recurring nature. The operating results for the nine month period ended September 30, 2013 are not necessarily indicative of the results expected for the full year of 2013. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's most recent audited financial statements.

	Preparation of Financial Statements and Use of Estimates

	The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results can differ from those estimates.

	Fair Value of Financial Instruments

	The carrying values of the Company's financial investments, which consist of cash and cash equivalents, accounts receivable, accounts payable and capital lease obligations, approximate their fair values due to their short term nature. The fair value of the contingent consideration obligation is determined based on the likelihood of contingent earn-out payments.

New_Accounting_Pronouncements

New Accounting Pronouncements	9 Months Ended
New Accounting Pronouncements	Sep. 30, 2013
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]	'
New Accounting Pronouncements	'
	New Accounting Pronouncements

	In February 2013, the Financial Accounting Standards Board ("FASB") issued an update to the authoritative guidance which requires disclosure information about the amounts reclassified out of accumulated other comprehensive income. This update does not apply to the Company since there are no items of other comprehensive income in any period presented.

	In July 2013, the FASB issued authoritative guidance under Accounting Standard Update ("ASU") 2013-11, which provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 requires entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a NOL or tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This accounting standard update requires entities to assess whether to net the unrecognized tax benefit with a deferred tax asset as of the reporting date. ASU 2013-11 will be effective for the Company’s first quarter of fiscal 2014. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

Acquisitions_Notes

Acquisitions (Notes)	9 Months Ended
Acquisitions (Notes)	Sep. 30, 2013
Business Combinations [Abstract]	'
Acquisitions	'
	Acquisitions

	2013 Acquisitions

	Open Mile, Inc.

	Effective March 11, 2013, the Company acquired Open Mile, Inc. ("Open Mile"), a truckload transportation brokerage with offices in Boston, Massachusetts, and the results of Open Mile have been included in the unaudited consolidated financial statements since that date. The Company agreed to purchase the assets and assume certain liabilities of Open Mile for $2,025,000 in cash. There is no contingent consideration associated with the purchase of Open Mile. As a result of the acquisition, the Company recorded $579,972 of goodwill, which is approximately the amount of goodwill deductible for U.S. income tax purposes. Pro forma results of the acquisition were not presented as they are not material to the financial statements.

Fair_Value_Measurement

Fair Value Measurement	9 Months Ended
Fair Value Measurement	Sep. 30, 2013
Fair Value Disclosures [Abstract]	'
Fair Value Measurement	'
	Fair Value Measurement

	The Company applies ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC Topic 820") for its financial assets and financial liabilities. The guidance requires disclosures about assets and liabilities measured at fair value. The Company's financial assets primarily consist of financial liabilities primarily related to contingent earn-out payments of $9,078,945. The potential earn-out payments and performance measures are defined in the individual purchase agreement for each acquisition. EBITDA is the performance target defined and measured to determine the earn-out payment due, if any, after each defined measurement period.

	ASC Topic 820 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:


	•	Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

	•	Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.

	•	Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

	The significant inputs used to derive the fair value of the contingent consideration obligation include financial forecasts of future operating results, the probability of reaching the forecast and an appropriate discount rate for each contingent liability. The probability of paying the contingent consideration ranges from 5% to 55%, with discount rates used in determining the fair value of the contingent consideration ranging between 6% and 15%. Historical results of the respective acquisitions serve as the basis for the financial forecasts used in the valuation. Quantitative factors are also considered in these forecasts, including acquisition synergies, growth and sales potential and potential operational efficiencies gained. Changes to the significant inputs used in determining the fair value of the contingent consideration could result in a change in the fair value of the contingent consideration. However, the correlation and inverse relationship between higher projected financial results to the discount rate applied and probability of meeting the financial targets mitigates the effect of any changes to the unobservable inputs.

	The following table sets forth the Company's financial liabilities measured at fair value on a recurring basis and the basis of measurement at September 30, 2013 and December 31, 2012:



		Fair Value Measurements as of September 30, 2013
		Total			Level 1		Level 2		Level 3
	Liabilities:
	Contingent consideration obligation	$	(9,078,945	)	$	—	$	—	$	(9,078,945	)
	Contingent consideration obligation	$	(9,078,945	)	$	—	$	—	$	(9,078,945	)



		Fair Value Measurements as of December 31, 2012
		Total			Level 1		Level 2		Level 3
	Liabilities:
	Contingent consideration obligation	$	(10,664,251	)	$	—	$	—	$	(10,664,251	)
	Contingent consideration obligation	$	(10,664,251	)	$	—	$	—	$	(10,664,251	)



	The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3):


		Due to Seller
	Balance at December 31, 2012	$	(10,664,251	)
	Change in fair value	(444,694		)
	Payment of contingent consideration	2,030,000
	Payment of contingent consideration	2,030,000
	Balance at September 30, 2013	$	(9,078,945	)

	For the nine month period ended September 30, 2013, the Company recorded an adjustment to each of the ten remaining contingent consideration obligations related to our acquisitions. The adjustments were the result of adjusting for the time value of money and using revised forecasts and updated fair value measurements that adjusted the Company's estimated earn-out payments related to the purchases of these businesses.

	For the nine month periods ended September 30, 2013 and 2012, the Company recognized a charge of $444,694 and a benefit of $443,520, respectively, in selling, general, and administrative expenses in the consolidated statement of income due to the change in fair value measurements using a level three valuation technique.

	For the nine month period ended September 30, 2013, the Company paid $2,030,000 in contingent earn-out payments. The Company paid the former owners of Lubenow Logistics LLC ("Lubenow"), Freight Management Inc. ("FMI"), Freight Lanes International Inc. ("FLI") and Advantage Transport, Inc. ("Advantage"), $280,000, $520,000, $305,000 and $925,000, respectively, as the EBITDA targets set forth in the purchase agreement had been met. For the nine month period ended September 30, 2012, the Company paid $2,882,500 in contingent earn-out payments. The Company paid the former owners of Resource Group Associates ("RGA"), Distribution Services Inc. ("DSI"), Nationwide Traffic Services, LLC ("Nationwide"), Lubenow, FMI and Advantage $200,000, $520,000, $437,500, $280,000, $520,000 and $925,000, respectively, as the EBITDA targets set forth in the purchase agreement had been met.

Intangible_Assets_Notes

Intangible Assets (Notes)	9 Months Ended
	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'
Intangible Assets	'
	Intangible Assets

	The following is a roll-forward of goodwill from December 31, 2012 to September 30, 2013:



	Balance as of December 31, 2012	$	51,073,903

	Adjustment to goodwill related to prior acquisitions	(3,815		)
	Goodwill acquired related to the purchase of Open Mile	579,972

	Balance as of September 30, 2013	$	51,650,060












	The following is a summary of amortizable intangible assets as of September 30, 2013 and December 31, 2012:



		September 30, 2013			December 31, 2012			Weighted-
								Average Life
	Customer relationships	$	21,438,979		$	21,438,979		8.6 years

	Noncompete agreements	139,000			139,000			2.9 years

	Trade names	190,000			190,000			3.0 years

		21,767,979			21,767,979			8.5 years

	Less accumulated amortization	(10,539,365		)	(8,749,057		)
	Intangible assets, net	$	11,228,614		$	13,018,922


	Amortization expense related to intangible assets was $1,790,308 and $1,457,316 for the nine months ended September 30, 2013 and 2012, respectively.


	The estimated amortization expense for the next five years and thereafter is as follows:



	Remainder of 2013	$	581,368

	2014	2,033,737

	2015	1,784,218

	2016	1,432,832

	2017	1,160,975

	Thereafter	4,235,484

		$	11,228,614

Accrued_Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2013
Payables and Accruals [Abstract]	'
Accrued Expenses	'
	Accrued Expenses

	The components of accrued expenses at September 30, 2013 and December 31, 2012 are as follows:


		September 30, 2013		December 31, 2012
	Accrued compensation	$	1,867,102	$	2,258,566

	Accrued rebates	2,463,771		1,902,436

	Deferred rent	1,825,994		1,153,376

	Other	1,419,703		1,689,655

	Total accrued expenses	$	7,576,570	$	7,004,033

Income_Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2013
Income Tax Disclosure [Abstract]	'
Income Taxes	'
	Income Taxes

	The following table shows the Company's effective income tax rate for the three and nine months ended September 30, 2013 and 2012:


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2013			2012			2013			2012
	Income before provision for income taxes	$	7,037,054		$	3,737,718		$	18,451,862		$	14,407,128

	Income tax expense	(2,674,729		)	(1,451,412		)	(6,990,288		)	(5,406,198		)
	Effective tax rate	38		%	38.8		%	37.9		%	37.5		%

Earnings_Per_Share_Notes

Earnings Per Share (Notes)	9 Months Ended
	Sep. 30, 2013
Earnings Per Share [Abstract]	'
Earnings Per Share	'
	Earnings Per Share

	Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average shares outstanding plus share equivalents that would arise from the exercise of stock options and the vesting of restricted stock. There were no employee stock options excluded from the calculation of diluted earnings per share for the nine month periods ended September 30, 2013 and 2012. The computation of basic and diluted earnings per common share for the three and nine month periods ended September 30, 2013 and 2012 are as follows:


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2013		2012		2013		2012
	Numerator:

	Net income	$	4,362,325	$	2,286,306	$	11,461,574	$	9,000,930

	Denominator:

	Denominator for basic earnings per share-weighted-average shares	22,888,907		22,383,168		22,847,574		22,272,952

	Effect of dilutive securities:

	Employee stock options	572,050		512,106		504,820		548,994

	Denominator for dilutive earnings per share	23,460,957		22,895,274		23,352,394		22,821,946

	Basic net income per common share	$	0.19	$	0.1	$	0.5	$	0.4

	Diluted net income per common share	$	0.19	$	0.1	$	0.49	$	0.39

Stock_Based_Compensation_Plans

Stock Based Compensation Plans	9 Months Ended
	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Stock Based Compensation Plans	'
	Stock-Based Compensation Plans

	Using the Black-Scholes-Merton option valuation model and the assumptions listed below, the Company recorded $769,727 and $2,636,317 in compensation expense related to stock-based compensation, with corresponding tax benefits of $300,194 and $1,028,164 for the three and nine month periods ended September 30, 2013, respectively. For the three and nine month periods ended September 30, 2012, the Company recorded $600,710 and $2,139,513 in compensation expense with corresponding tax benefits of $234,277 and $834,410, respectively. For the nine month period ended September 30, 2013, the Company granted 3,000 stock options to one employee. During the nine month period ended September 30, 2012, the Company did not grant any stock options. The Company granted 125,863 and 454,487 shares of restricted stock to various employees during the nine month periods ended September 30, 2013 and September 30, 2012, respectively. In 2013, the Company initiated a performance stock incentive plan for certain executives that is based on specific financial performance measurements. The Company granted 34,328 shares of performance stock during the nine month period ended September 30, 2013.

	The following assumptions were utilized in the valuation for options granted during the nine months ended September 30, 2013. There were no options granted during the nine month period ended September 30, 2012.



		Nine Months Ended September 30,
		2013
	Dividend Yield	—

	Risk-free interest rate	1.7	%
	Weighted-average expected life	5.5 years

	Volatility	35	%

Related_Parties

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2013
Related Party Transactions [Abstract]	'
Related Parties	'
	Related Parties

	Certain stockholders of the Company have a direct and/or indirect ownership interest in InnerWorkings, Inc. ("InnerWorkings"), a publicly-traded company that provides print procurement services.

	The Company provides transportation and logistics services to InnerWorkings. The Company recognized revenue of $3,702,258 and $9,995,973 for the three and nine month periods ended September 30, 2013, respectively, from InnerWorkings. For the three and nine months ended September 30, 2012, the Company recognized revenue of $2,278,066 and $8,143,867, respectively, from Innerworkings. InnerWorkings also provides an immaterial amount of print procurement services to the Company.

	As of September 30, 2013 and December 31, 2012, the Company had net receivables due from InnerWorkings of $2,465,880 and $2,583,949, respectively. The Company had accounts payable of $28,582 and $53,347 due to InnerWorkings as of September 30, 2013 and December 31, 2012, respectively, as a result of the print procurement services provided by InnerWorkings.

	Matthew W. Ferguson, an executive officer at CareerBuilder.com, a privately-held online job website, is a member of the Company's Board of Directors. CareerBuilder.com provides the Company with online job posting services.

Legal_Matters

Legal Matters	9 Months Ended
Legal Matters	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]	'
Legal Matters	'
	Legal Matters

	In the normal course of business, the Company is subject to potential claims and disputes related to its business, including claims for freight lost or damaged in transit. Some of these matters may be covered by the Company's insurance and risk management programs or may result in claims or adjustments with the Company's carriers.

	In July 2012, the Company acquired the assets of Shipper Direct, a truckload transportation brokerage located near Nashville, Tennessee. In August 2012, the Company discovered that the revenue and profitability of the acquired business, both prior and subsequent to the acquisition, were not as expected based on representations contained in the Asset Purchase Agreement. The Company believes the representations made in the Asset Purchase Agreement were fraudulent. The founders of Shipper Direct, who had become employees of the Company, were terminated as a result, and the Company requested that the sellers return the entire purchase price and that the contingent consideration provision of the Asset Purchase Agreement to be voided. However, the Company received only $1,779,554. On September 25, 2012, the sellers asserted indemnification claims against the Company under the indemnification provisions of the Asset Purchase Agreement for $2,400,000, including a claim for the repayment of the $1,779,554 return of purchase price. The Company believes the sellers' indemnification claims are without merit and intends to vigorously defend against any legal action taken by the sellers with respect to their indemnification claims.

	In November 2012, the founders filed a complaint with the U.S. Department of Labor alleging that their employment was wrongfully terminated in violation of the whistleblower provisions of Sarbanes-Oxley. On August 27, 2013, this action was terminated in the Company's favor when the founders voluntarily withdrew their complaint.

	In January 2013, the Company filed a lawsuit in the U.S. District Court for the Northern District of Illinois against Shipper Direct, the founders and others alleging, among other things, breach of contract and fraud. The lawsuit is seeking monetary damages in excess of $2,500,000. On May 28, 2013, the Company obtained a default judgment against the founders, which they have subsequently attempted to vacate, the resolution of which is still pending.

	Management does not believe that the outcome of any of the legal proceedings to which the Company is a party will have a material adverse effect on its financial position or results of operations.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2013
Accounting Policies [Abstract]	'
Preparation of Financial Statements and Use of Estimates	'
	Preparation of Financial Statements and Use of Estimates

	The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results can differ from those estimates.
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments

	The carrying values of the Company's financial investments, which consist of cash and cash equivalents, accounts receivable, accounts payable and capital lease obligations, approximate their fair values due to their short term nature. The fair value of the contingent consideration obligation is determined based on the likelihood of contingent earn-out payments.

Fair_Value_Measurement_Tables

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2013
Fair Value Disclosures [Abstract]	'
Financial liabilities measured at fair value on a recurring basis	'
	The following table sets forth the Company's financial liabilities measured at fair value on a recurring basis and the basis of measurement at September 30, 2013 and December 31, 2012:



		Fair Value Measurements as of September 30, 2013
		Total			Level 1		Level 2		Level 3
	Liabilities:
	Contingent consideration obligation	$	(9,078,945	)	$	—	$	—	$	(9,078,945	)




		Fair Value Measurements as of December 31, 2012
		Total			Level 1		Level 2		Level 3
	Liabilities:
	Contingent consideration obligation	$	(10,664,251	)	$	—	$	—	$	(10,664,251	)

Reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs	'
	The following table provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3):


		Due to Seller
	Balance at December 31, 2012	$	(10,664,251	)
	Change in fair value	(444,694		)
	Payment of contingent consideration	2,030,000

	Balance at September 30, 2013	$	(9,078,945	)

Intangible_Assets_Tables

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'
Roll-forward of goodwill	'
	The following is a roll-forward of goodwill from December 31, 2012 to September 30, 2013:



	Balance as of December 31, 2012	$	51,073,903

	Adjustment to goodwill related to prior acquisitions	(3,815		)
	Goodwill acquired related to the purchase of Open Mile	579,972

	Balance as of September 30, 2013	$	51,650,060

Summary of amortizable intangible assets	'
	The following is a summary of amortizable intangible assets as of September 30, 2013 and December 31, 2012:



		September 30, 2013			December 31, 2012			Weighted-
								Average Life
	Customer relationships	$	21,438,979		$	21,438,979		8.6 years

	Noncompete agreements	139,000			139,000			2.9 years

	Trade names	190,000			190,000			3.0 years

		21,767,979			21,767,979			8.5 years

	Less accumulated amortization	(10,539,365		)	(8,749,057		)
	Intangible assets, net	$	11,228,614		$	13,018,922

Estimated amortization expense for the next five years and thereafter	'
	The estimated amortization expense for the next five years and thereafter is as follows:



	Remainder of 2013	$	581,368

	2014	2,033,737

	2015	1,784,218

	2016	1,432,832

	2017	1,160,975

	Thereafter	4,235,484

		$	11,228,614

Accrued_Expenses_Tables

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2013
Payables and Accruals [Abstract]	'
Components of accrued liabilities	'
	The components of accrued expenses at September 30, 2013 and December 31, 2012 are as follows:


		September 30, 2013		December 31, 2012
	Accrued compensation	$	1,867,102	$	2,258,566

	Accrued rebates	2,463,771		1,902,436

	Deferred rent	1,825,994		1,153,376

	Other	1,419,703		1,689,655

	Total accrued expenses	$	7,576,570	$	7,004,033

Income_Taxes_Tables

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2013
Income Tax Disclosure [Abstract]	'
Reconciliation of effective income tax rate	'
	The following table shows the Company's effective income tax rate for the three and nine months ended September 30, 2013 and 2012:


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2013			2012			2013			2012
	Income before provision for income taxes	$	7,037,054		$	3,737,718		$	18,451,862		$	14,407,128

	Income tax expense	(2,674,729		)	(1,451,412		)	(6,990,288		)	(5,406,198		)
	Effective tax rate	38		%	38.8		%	37.9		%	37.5		%

Earnings_Per_Share_Tables

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2013
Earnings Per Share [Abstract]	'
Computation of basic and diluted earnings per common share	'
	The computation of basic and diluted earnings per common share for the three and nine month periods ended September 30, 2013 and 2012 are as follows:


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2013		2012		2013		2012
	Numerator:

	Net income	$	4,362,325	$	2,286,306	$	11,461,574	$	9,000,930

	Denominator:

	Denominator for basic earnings per share-weighted-average shares	22,888,907		22,383,168		22,847,574		22,272,952

	Effect of dilutive securities:

	Employee stock options	572,050		512,106		504,820		548,994

	Denominator for dilutive earnings per share	23,460,957		22,895,274		23,352,394		22,821,946

	Basic net income per common share	$	0.19	$	0.1	$	0.5	$	0.4

	Diluted net income per common share	$	0.19	$	0.1	$	0.49	$	0.39

Stock_Based_Compensation_Plans1

Stock Based Compensation Plans Schedule of Share-based Payment Award, Stock Options (Tables) (Stock Options [Member])	9 Months Ended
	Sep. 30, 2013
Stock Options [Member]	'
Schedule of Assumptions Used in Valuation of Stock Options Granted [Line Items]	'
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	'
	The following assumptions were utilized in the valuation for options granted during the nine months ended September 30, 2013. There were no options granted during the nine month period ended September 30, 2012.



		Nine Months Ended September 30,
		2013
	Dividend Yield	—

	Risk-free interest rate	1.7	%
	Weighted-average expected life	5.5 years

	Volatility	35	%

Acquisitions_Details

Acquisitions (Details) (Open Mile, Inc., USD $)	Mar. 11, 2013
Open Mile, Inc.	'
Acquisitions:	'
Acquisition purchase price	$2,025,000
Goodwill amount from acquisition	$579,972

Fair_Value_Measurement_Details

Fair Value Measurement (Details) (USD $)

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Number_ContingentConsiderationOblig

Contingent consideration

Minimum

Maximum

Level 3

Fair Value, Measurements, Recurring

Contingent consideration

RGA

DSI

Nationwide Traffic Services, LLC.

Lubenow [Member]

Freight Management Inc [Member]

Freight Lines International [Member]

Advantage Transport [Member]

Selling, general and administrative expenses

Total

Level 1

Level 2

Level 3

Contingent consideration

Fair value measurement:

Contingent Consideration Obligations adjusted by Fair Value Adjustment

Probability rate of paying the contingent consideration

5.00%

55.00%

Discount rate used to determine fair value of contingent consideration

6.00%

15.00%

Liabilities:

Contingent consideration obligation

$9,078,945

($9,078,945)

($10,664,251)

($9,078,945)

($10,664,251)

Reconciliation of the beginning and ending balances of the liabilities measured at fair value

Balance at beginning of period

-10,664,251

Change in fair value

-444,694

443,520

Settlements

2,030,000

2,882,500

200,000

520,000

437,500

280,000

520,000

305,000

925,000

Balance at end of period

($9,078,945)

Intangible_Assets_Goodwill_Det

Intangible Assets - Goodwill (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013
Intangible Assets - Goodwill (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sharp Freight Systems, Inc.	Open Mile, Inc.
Goodwill:	'	'	'	'
Goodwill, Purchase Accounting Adjustments	'	'	($3,815)	'
Goodwill roll-forward:	'	'	'	'
Balance at beginning of period	51,650,060	51,073,903	'	'
Goodwill acquired related to the purchase of business	'	'	'	579,972
Balance at end of period	$51,650,060	$51,073,903	'	'

Intangible_Assets_Intangible_A

Intangible Assets - Intangible Assets (Details) (USD $)	9 Months Ended
Intangible Assets - Intangible Assets (Details) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Summary of amortizable intangible assets:	'	'	'
Finite-lived intangible assets, gross	$21,767,979	'	$21,767,979
Less accumulated amortization	-10,539,365	'	-8,749,057
Intangible assets, net	11,228,614	'	13,018,922
Weighted average useful life	'8 years 5 months 24 days	'	'
Amortization of expense	1,790,308	1,457,316	'
Estimated amortization expense for hte next five years and thereafter:	'	'	'
Remainder of 2013	581,368	'	'
2014	2,033,737	'	'
2015	1,784,218	'	'
2016	1,432,832	'	'
2017	1,160,975	'	'
Thereafter	4,235,484	'	'
Intangible assets, net	11,228,614	'	13,018,922
Customer relationships	'	'	'
Summary of amortizable intangible assets:	'	'	'
Finite-lived intangible assets, gross	21,438,979	'	21,438,979
Weighted average useful life	'8 years 7 months	'	'
Non-compete agreements	'	'	'
Summary of amortizable intangible assets:	'	'	'
Finite-lived intangible assets, gross	139,000	'	139,000
Weighted average useful life	'2 years 10 months 24 days	'	'
Trade names	'	'	'
Summary of amortizable intangible assets:	'	'	'
Finite-lived intangible assets, gross	$190,000	'	$190,000
Weighted average useful life	'3 years	'	'

Accrued_Expenses_Details

Accrued Expenses (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Payables and Accruals [Abstract]	'	'
Accrued compensation	$1,867,102	$2,258,566
Accrued rebates	2,463,771	1,902,436
Deferred rent	1,825,994	1,153,376
Other	1,419,703	1,689,655
Total accrued expenses	$7,576,570	$7,004,033

Income_Taxes_Details

Income Taxes (Details) (USD $)	3 Months Ended		9 Months Ended
Income Taxes (Details) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Disclosure [Abstract]	'	'	'	'
Income before provision for income taxes	$7,037,054	$3,737,718	$18,451,862	$14,407,128
Income tax expense	($2,674,729)	($1,451,412)	($6,990,288)	($5,406,198)
Effective tax rate	38.00%	38.80%	37.90%	37.50%

Earnings_Per_Share_Details

Earnings Per Share (Details) (USD $)	3 Months Ended		9 Months Ended
Earnings Per Share (Details) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Anti-dilutive sercurities excluded from the calculation of earnings per share:	'	'	'	'
Net income	$4,362,325	$2,286,306	$11,461,574	$9,000,930
Denominatior for basic earnings per share-weighted-average shares (in shares)	22,888,907	22,383,168	22,847,574	22,272,952
Employee stock options/Unvested Restricted Stock (in shares)	572,050	512,106	504,820	548,994
Denominator for dilutive earnings per share (in shares)	23,460,957	22,895,274	23,352,394	22,821,946
Basic net income per common share (USD per share)	$0.19	$0.10	$0.50	$0.40
Diluted net income per common share (USD per share)	$0.19	$0.10	$0.49	$0.39
Stock Options [Member]	'	'	'	'
Anti-dilutive sercurities excluded from the calculation of earnings per share:	'	'	'	'
Stock options excluded from the calculation of diluted earnings per share (in shares)	'	'	0	0

Stock_Based_Compensation_Plans2

Stock Based Compensation Plans (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
	Sep. 30, 2013	Sep. 30, 2012	Employee_grantedoptions	Sep. 30, 2012
Stock based compensation plans:	'	'	'	'
Stock-based compensation expense	$769,727	$600,710	$2,636,317	$2,139,513
Tax benefits from stock-based compensation expense	$300,194	$234,277	$1,028,164	$834,410
Grants in period, options	'	'	0	'
Employees Granted Stock Options During Period	'	'	1	'
Grants in period, other than options	'	'	34,328	'
Stock Options [Member]	'	'	'	'
Stock based compensation plans:	'	'	'	'
Grants in period, options	'	'	3,000	'
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	'	'	0.00%	'
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	'	'	1.70%	'
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	'	'	'5 years 5 months 18 days	'
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	'	'	35.00%	'
Restricted stock	'	'	'	'
Stock based compensation plans:	'	'	'	'
Grants in period, other than options	'	'	125,863	454,487

Related_Parties_Details

Related Parties (Details) (InnerWorkings, USD $)	3 Months Ended		9 Months Ended
Related Parties (Details) (InnerWorkings, USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
InnerWorkings	'	'	'	'	'
Related parties:	'	'	'	'	'
Revenue from transactions with related party	$3,702,258	$2,278,066	$9,995,973	$8,143,867	'
Due from related parties	2,465,880	'	2,465,880	'	2,583,949
Due to related parties	$28,582	'	$28,582	'	$53,347

Legal_Matters_Loss_Contingency

Legal Matters - Loss Contingency (Details) (Shipper Direct Logistics, Inc., USD $)	Aug. 31, 2012	Sep. 25, 2012
		Threatened litigation
		Wrongful termination
Legal matters:	'	'
Estimate of possible loss	'	$2,400,000
Returned purchase price	$1,779,554	'

Legal_Matters_Gain_Contingency

Legal Matters - Gain Contingency (Details) (Shipper Direct Logistics, Inc., Positive outcome of litigation, USD $)	Jan. 31, 2013
In Millions, unless otherwise specified	Jan. 31, 2013
Shipper Direct Logistics, Inc. \| Positive outcome of litigation	'
Gain Contingencies [Line Items]	'
Unrecorded amount of gain contingency	$2.50