Document_and_Entity_Informatio
Document and Entity Information Document | 6 Months Ended | |
Jun. 30, 2014 | Jul. 30, 2014 | |
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-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 23,700,058 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
REVENUE | $305,119,867 | $224,050,929 | $552,790,084 | $428,028,307 |
COSTS AND EXPENSES: | ' | ' | ' | ' |
Transportation costs | 251,782,397 | 184,390,955 | 457,242,488 | 349,917,054 |
Selling, general, and administrative expenses | 42,999,630 | 30,280,576 | 78,271,950 | 61,287,720 |
Depreciation and amortization | 3,410,246 | 2,612,468 | 6,366,350 | 5,207,779 |
INCOME FROM OPERATIONS | 6,927,594 | 6,766,930 | 10,909,296 | 11,615,754 |
Interest expense | -26,729 | -455 | -26,729 | -1,172 |
Other expense | -35,669 | -106,275 | -90,596 | -199,774 |
OTHER EXPENSE, NET | -62,398 | -106,730 | -117,325 | -200,946 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 6,865,196 | 6,660,200 | 10,791,971 | 11,414,808 |
INCOME TAX EXPENSE | -2,620,979 | -2,537,583 | -4,117,795 | -4,315,559 |
NET INCOME | $4,244,217 | $4,122,617 | $6,674,176 | $7,099,249 |
Basic net income per share (USD per share) | $0.18 | $0.18 | $0.29 | $0.31 |
Diluted net income per share (USD per share) | $0.18 | $0.18 | $0.28 | $0.30 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $27,365,274 | $52,506,560 |
Accounts receivable, net of allowance for doubtful accounts of $1,629,419 and $1,792,012 at June 30, 2014 and December 31, 2013, respectively | 156,800,541 | 109,662,529 |
Income taxes receivable | 0 | 1,337,180 |
Prepaid expenses | 2,156,093 | 2,510,791 |
Deferred income taxes | 946,480 | 943,740 |
Other current assets | 763,301 | 121,403 |
Total current assets | 188,031,689 | 167,082,203 |
Property and equipment, net | 19,759,467 | 15,536,831 |
Intangible assets: | ' | ' |
Goodwill | 77,136,242 | 51,650,060 |
Intangible assets, net of accumulated amortization of $12,782,112 and $11,120,733 at June 30, 2014 and December 31, 2013, respectively | 33,135,867 | 10,647,246 |
Other assets | 340,078 | 230,253 |
Total assets | 318,403,343 | 245,146,593 |
Current liabilities: | ' | ' |
Accounts payable | 102,904,774 | 65,322,807 |
Due to seller-short term | 5,929,256 | 5,763,779 |
Accrued expenses | 15,728,063 | 8,322,117 |
Notes Payable, Current | 17,507,500 | 0 |
Accrued Income Taxes, Current | 1,516,425 | 0 |
Total current liabilities | 143,586,018 | 79,408,703 |
Due to seller-long term | 1,881,691 | 1,386,653 |
Other noncurrent liabilities | 1,527,289 | 1,573,780 |
Deferred income taxes | 3,641,389 | 3,547,426 |
Total liabilities | 150,636,387 | 85,916,562 |
Stockholders' equity: | ' | ' |
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 23,024,024 and 22,900,471 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 2,304 | 2,291 |
Additional paid-in capital | 108,694,538 | 106,831,802 |
Retained earnings | 59,070,114 | 52,395,938 |
Total stockholders' equity | 167,766,956 | 159,230,031 |
Total liabilities and stockholders' equity | $318,403,343 | $245,146,593 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Allowance for doubtful accounts | $1,629,419 | $1,792,012 |
Customer relationships and other intangible assets, accumulated amortization | $12,782,112 | $11,120,733 |
Stockholders' equity: | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,024,024 | 22,900,471 |
Common stock, shares oustanding | 23,024,024 | 22,900,471 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Operating activities | ' | ' |
Net income | $6,674,176 | $7,099,249 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Deferred income taxes | 90,248 | 446,947 |
Noncash stock compensation expense | 2,413,348 | 1,866,590 |
Increase in contingent consideration due to seller | 1,305,185 | 413,943 |
Depreciation and amortization | 6,366,350 | 5,207,779 |
Change in assets, net of acquisitions: | ' | ' |
Accounts receivable | -35,434,753 | -13,630,758 |
Taxes receivable (payable) | 2,853,605 | -912,242 |
Prepaid expenses and other assets | -358,473 | 1,013,639 |
Change in liabilities, net of acquisitions: | ' | ' |
Accounts payable | 28,212,430 | 10,033,126 |
Accrued expenses and other | 6,251,608 | -609,406 |
Net cash provided by operating activities | 18,373,724 | 10,928,867 |
Investing activities | ' | ' |
Purchases of property and equipment | -8,392,641 | -4,275,673 |
Payments for acquisitions, net of cash acquired | -33,048,075 | -1,958,236 |
Net cash used in investing activities | -41,440,716 | -6,233,909 |
Financing activities | ' | ' |
Principal payments on capital lease obligations | 0 | -15,790 |
Tax benefit of stock options exercised | 136,939 | 417,721 |
Payment of contingent consideration | -1,524,670 | -280,000 |
Issuance of shares, net of issuance costs | 167,360 | 1,029,889 |
Employee tax withholdings related to net share settlements of equity-based awards | -853,923 | -734,535 |
Proceeds from Lines of Credit | 5,000,000 | 0 |
Repayments of Lines of Credit | -5,000,000 | 0 |
Net cash (used in) provided by financing activities | -2,074,294 | 417,285 |
(Decrease) increase in cash and cash equivalents | -25,141,286 | 5,112,243 |
Cash and cash equivalents, beginning of period | 52,506,560 | 41,780,984 |
Cash and cash equivalents, end of period | 27,365,274 | ' |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid during the period for interest | 26,729 | 1,172 |
Cash paid during the period for income taxes | 1,037,884 | 4,348,944 |
Contingent Earnout Payments Increase Due to New Acquisitions | 880,000 | 0 |
Notes Payable, Current | $17,507,500 | $0 |
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, 2013 | $159,230,031 | $2,291 | $106,831,802 | $52,395,938 |
Common stock, shares at beginning of period at Dec. 31, 2013 | 22,900,471 | 22,900,471 | ' | ' |
Increase (decrease) in stockholders' equity: | ' | ' | ' | ' |
Share compensation expense | 2,413,348 | ' | 2,413,348 | ' |
Exercise of stock options (in shares) | ' | 13,575 | ' | ' |
Exercise of stock options | 167,360 | 1 | 167,359 | ' |
Common stock issued for vested restricted stock (in shares) | ' | 153,762 | ' | ' |
Common stock issued for vested restricted stock | 0 | 16 | -16 | ' |
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock (in shares) | ' | -43,784 | ' | ' |
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock | -853,923 | -4 | -853,919 | ' |
Tax benefit from exercise of stock options | 135,964 | ' | 135,964 | ' |
Net income | 6,674,176 | ' | ' | 6,674,176 |
Stockholders' equity at end of period at Jun. 30, 2014 | $167,766,956 | $2,304 | $108,694,538 | $59,070,114 |
Common stock, shares at end of period at Jun. 30, 2014 | 23,024,024 | 23,024,024 | ' | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
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 six month period ended June 30, 2014 are not necessarily indicative of the results expected for the full year of 2014. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's audited financial statements for the year ended December 31, 2013. | |
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 and accounts payable, approximate their fair values due to their short term nature. The fair value of due to seller is determined based on the likelihood of contingent earn-out payments. |
New_Accounting_Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The guidance is effective for annual and interim periods beginning after December 15, 2016. Two methods of adoption are permitted, a full retrospective method that applies the new standard to each prior reporting period presented, or a modified retrospective approach that recognizes the cumulative effect of applying the new standard at the date of initial application. Early adoption is not permitted. The Company will evaluate the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements. | |
In July 2013, the FASB issued authoritative guidance under 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. The provisions of this new guidance were effective as of the beginning of the Company's 2014 fiscal year and did not have a material impact on its financial statements. |
Acquisitions_Notes
Acquisitions (Notes) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
Acquisitions | ||||||||||||||||
2014 Acquisitions | ||||||||||||||||
Online Freight Services, Inc. | ||||||||||||||||
Effective January 1, 2014, the Company acquired Online Freight Services, Inc. ("OFS"), a non-asset-based truckload transportation brokerage based in Mendota Heights, Minnesota, and the results of OFS have been included in the unaudited consolidated financial statements since that date. The Company agreed to purchase the assets and assume certain liabilities of OFS for $9,460,742 in cash payable at closing and an additional $1,500,000 in cash consideration that may become payable upon achievement of certain performance measures on or prior to December 31, 2017. As a result of the preliminary purchase accounting for the acquisition, the Company recorded $4,286,440 of goodwill, of which $880,000 is related to contingent consideration, and $4,850,000 of intangible assets, primarily customer relationships and trade names. This allocation is subject to change as the Company finalizes purchase accounting. The amount of goodwill deductible for U.S. income tax purposes is approximately $3,406,440, excluding future contingent consideration payments. For the three and six month periods ended June 30, 2014, the Company recorded increases of $210,000 and $270,000, respectively, to the contingent consideration obligation to reflect the change in fair value, which was primarily the result of adjustments to the forecasted financial performance of OFS resulting in a liability due to seller of $1,150,000 at June 30, 2014. | ||||||||||||||||
The amounts of revenue and net income of OFS included in the Company's consolidated statement of income from the acquisition date for the period ended June 30, 2014 are $30.9 million and $0.5 million, respectively. | ||||||||||||||||
Comcar Logistics, LLC | ||||||||||||||||
Effective February 1, 2014, the Company acquired Comcar Logistics, LLC ("Comcar"), a non-asset-based truckload brokerage with offices in Jacksonville, Florida and Denver, Colorado, and the results of Comcar have been included in the unaudited consolidated financial statements since that date. The Company agreed to purchase the assets and assume certain liabilities of Comcar for $4,900,930 in cash. There is no contingent consideration associated with the purchase of Comcar. As a result of the preliminary purchase accounting for the acquisition, the Company recorded $2,226,864 of goodwill, which is approximately the amount of goodwill deductible for U.S. income tax purposes, and $2,500,000 of intangible assets, primarily customer relationships. This allocation is subject to change as the Company finalizes purchase accounting. | ||||||||||||||||
The amounts of revenue and net income of Comcar included in the Company's consolidated statement of income from the acquisition date for the period ended June 30, 2014 are $7.9 million and $0.2 million, respectively. | ||||||||||||||||
One Stop Logistics, Inc. | ||||||||||||||||
Effective May 12, 2014, the Company acquired One Stop Logistics, Inc. ("One Stop"), a non-asset based brokerage headquartered in Watsonville, California. One Stop provides both truckload and less-than-truckload solutions, and has offices throughout the country. The Company agreed to purchase the assets and assume certain liabilities of One Stop for total consideration of $36.8 million in cash. This $36.8 million will be paid in three separate payments, as follows: | ||||||||||||||||
Fair value of consideration transferred: | ||||||||||||||||
Cash Payment made at Closing | $ | 19,262,980 | ||||||||||||||
Cash Payment due in January 2015 | 13,782,500 | |||||||||||||||
Cash Payment due in May 2015 | 3,725,000 | |||||||||||||||
Total | $ | 36,770,480 | ||||||||||||||
The payments due in January 2015 and May 2015 were recorded as notes payable on the opening balance sheet. There is no contingent consideration associated with the purchase of One Stop. The acquisition provided the Company with strategic growth and added an assembled workforce with strong sales talent and an established network of shippers and carriers. | ||||||||||||||||
The following table summarizes the allocation of the total consideration transferred for the acquisition of One Stop: | ||||||||||||||||
Cash | $ | — | ||||||||||||||
Accounts receivable | 5,461,761 | |||||||||||||||
Property and equipment | 17,137 | |||||||||||||||
Other Assets | 32,605 | |||||||||||||||
Goodwill | 18,972,878 | |||||||||||||||
Intangible Assets | 16,800,000 | |||||||||||||||
Total Assets Acquired | $ | 41,284,381 | ||||||||||||||
Accounts Payable | $ | 4,376,067 | ||||||||||||||
Accrued Expenses | 137,834 | |||||||||||||||
Total Liabilities Assumed | $ | 4,513,901 | ||||||||||||||
Total Consideration Transferred | $ | 36,770,480 | ||||||||||||||
Goodwill of $18,972,878, which is approximately the amount of goodwill deductible for U.S. income tax purposes, represents the premium the Company paid over the fair value of the net tangible and identifiable intangible assets it acquired. The Company paid this premium for several reasons, including expanding its presence in the truckload and less-than-truckload markets, especially in California, and adding an experienced sales force with established customer relationships. The intangible assets are primarily customer relationships, which have a useful life of twelve years. This allocation is subject to change as the Company finalizes purchase accounting. | ||||||||||||||||
The amounts of revenue and net income of One Stop included in the Company's consolidated statement of income from the acquisition date for the period ended June 30, 2014 are $8.4 million and $0.4 million, respectively. | ||||||||||||||||
Materiality of 2014 Acquisitions | ||||||||||||||||
The Company evaluated the 2014 acquisitions to determine if they are material on either an individual or aggregate basis, and concluded that the acquisitions of OFS, Comcar and One Stop are material on an aggregate basis. The following unaudited pro forma information presents a summary of the Company's consolidated statements of income for the three and six months ended June 30, 2014 and 2013 as if the Company had acquired OFS, Comcar and One Stop as of January 1, 2013: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | $ | 311,917,620 | $ | 255,619,719 | $ | 574,147,255 | $ | 484,478,213 | ||||||||
Income from operations | 7,397,411 | 7,957,023 | 12,180,538 | 13,321,621 | ||||||||||||
Net income | 4,534,564 | 4,862,855 | 7,459,803 | 8,160,298 | ||||||||||||
The above unaudited pro forma supplemental information includes the historical financial results of the Company and the three acquired businesses, adjusted to record intangible asset amortization as if the acquisitions had occurred on January 1, 2013, and adjusted to apply the Company's effective tax rate to the historical results of the acquired businesses. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and the acquired businesses. These pro forma results are not necessarily indicative either of what would have occurred if the acquisitions had been in effect for the period presented or future results. |
Fair_Value_Measurement
Fair Value Measurement | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurement | ' | |||||||||||||||
Fair Value Measurement | ||||||||||||||||
The Company applies ASC Topic 820 Fair Value Measurements and Disclosures for its financial assets and financial liabilities. The guidance requires disclosures about assets and liabilities measured at fair value. The Company's financial liabilities primarily relate to contingent earn-out payments of $7,810,947. The potential earnout payments and performance are defined in the individual purchase agreement for each acquisition. Earnings before interest, taxes, depreciation and amortization ("EBITDA") is the performance target defined and measured to determine the earnout 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 amounts due to seller 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 15% to 50%, with discount rates used in determining the fair value of the contingent consideration ranging between 2% 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 June 30, 2014 and December 31, 2013: | ||||||||||||||||
Fair Value Measurements as of June 30, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligation | $ | (7,810,947 | ) | $ | — | $ | — | $ | (7,810,947 | ) | ||||||
Fair Value Measurements as of December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligation | $ | (7,150,432 | ) | $ | — | $ | — | $ | (7,150,432 | ) | ||||||
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, 2013 | $ | (7,150,432 | ) | |||||||||||||
Increase related to acquisition of OFS | (880,000 | ) | ||||||||||||||
Change in fair value | (1,305,185 | ) | ||||||||||||||
Payment of contingent consideration | 1,524,670 | |||||||||||||||
Balance at June 30, 2014 | $ | (7,810,947 | ) | |||||||||||||
For the six month period ended June 30, 2014, the Company recorded an adjustment to each of the ten remaining contingent consideration obligations related to its acquisitions. The adjustments were the result of 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 six month periods ended June 30, 2014 and 2013, the Company recognized charges of $1,305,185 and $413,943, 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 six month period ended June 30, 2014, the Company paid $1,524,670 in contingent earn-out payments. The Company paid the former owners of Nationwide Traffic Services LLC, Distribution Services Inc, Sharp Freight Systems, and Lubenow Logistics LLC ("Lubenow") $437,500, $520,000, $287,170, and $280,000, respectively, as the EBITDA targets set forth in the purchase agreements were met. For the six month period ended June 30, 2013, the Company paid the former owners of Lubenow $280,000, as the EBITDA targets set forth in the purchase agreement were met. |
Intangibles_and_Other_Assets_N
Intangibles and Other Assets (Notes) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Intangibles and Other Assets | ' | |||||||||
Intangibles and Other Assets | ||||||||||
The following is a roll-forward of goodwill from December 31, 2013 to June 30, 2014: | ||||||||||
Balance as of December 31, 2013 | $ | 51,650,060 | ||||||||
Goodwill acquired related to the purchase of OFS | 4,286,440 | |||||||||
Goodwill acquired related to the purchase of Comcar | 2,226,864 | |||||||||
Goodwill acquired related to the purchase of One Stop | 18,972,878 | |||||||||
Balance as of June 30, 2014 | $ | 77,136,242 | ||||||||
The following is a summary of amortizable intangible assets as of June 30, 2014 and December 31, 2013: | ||||||||||
June 30, 2014 | December 31, 2013 | Weighted-Average Life | ||||||||
Customer relationships | $ | 44,938,979 | $ | 21,438,979 | 10.1 years | |||||
Noncompete agreements | 339,000 | 139,000 | 4.2 years | |||||||
Trade names | 640,000 | 190,000 | 4.4 years | |||||||
45,917,979 | 21,767,979 | 10.0 years | ||||||||
Less accumulated amortization | (12,782,112 | ) | (11,120,733 | ) | ||||||
Intangible assets, net | $ | 33,135,867 | $ | 10,647,246 | ||||||
Amortization expense related to intangible assets was $1,661,379 and $1,198,700 for the six months ended June 30, 2014 and 2013, respectively. | ||||||||||
The estimated amortization expense for the next five years and thereafter is as follows: | ||||||||||
Remainder of 2014 | $ | 2,239,501 | ||||||||
2015 | 4,323,053 | |||||||||
2016 | 4,009,699 | |||||||||
2017 | 3,722,972 | |||||||||
2018 | 3,350,826 | |||||||||
Thereafter | 15,489,816 | |||||||||
$ | 33,135,867 | |||||||||
Accrued_Expenses_and_Other_Non
Accrued Expenses and Other Noncurrent Liabilities | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses and Other Noncurrent Liabilities | ' | |||||||
Accrued Expenses and Other Noncurrent Liabilities | ||||||||
The components of accrued expenses at June 30, 2014 and December 31, 2013 are as follows: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Accrued compensation | $ | 8,381,592 | $ | 4,147,590 | ||||
Accrued rebates | 2,471,583 | 2,298,476 | ||||||
Deferred rent | 280,592 | 263,893 | ||||||
Other | 4,594,296 | 1,612,158 | ||||||
Total accrued expenses | $ | 15,728,063 | $ | 8,322,117 | ||||
The other noncurrent liability as of June 30, 2014 and December 31, 2013 is the portion of deferred rent in excess of twelve months. |
Income_Taxes
Income Taxes | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Income Taxes | ' | |||||||||||||||
Income Taxes | ||||||||||||||||
The following table shows the Company's effective income tax rate for the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Income before provision for income taxes | $ | 6,865,196 | $ | 6,660,200 | $ | 10,791,971 | $ | 11,414,808 | ||||||||
Income tax expense | (2,620,979 | ) | (2,537,583 | ) | (4,117,795 | ) | (4,315,559 | ) | ||||||||
Effective tax rate | 38.2 | % | 38.1 | % | 38.2 | % | 37.8 | % | ||||||||
The increase in the Company's effective tax rate was primarily due to the timing and reenactment of the research and development tax credit which occurred in early 2013 for both the 2012 and 2013 tax years. |
Earnings_Per_Share_Notes
Earnings Per Share (Notes) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 number of weighted average common share equivalents outstanding. There were no employee stock options excluded from the calculation of diluted earnings per share for the three and six month periods ended June 30, 2014 and 2013. The computation of basic and diluted earnings per common share for the three and six month periods ended June 30, 2014 and 2013 are as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 4,244,217 | $ | 4,122,617 | $ | 6,674,176 | $ | 7,099,249 | ||||||||
Denominator: | ||||||||||||||||
Denominator for basic earnings per share-weighted-average shares | 23,017,056 | 22,857,339 | 22,992,087 | 22,826,908 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Employee stock awards | 489,412 | 498,714 | 485,936 | 471,205 | ||||||||||||
Denominator for dilutive earnings per share | 23,506,468 | 23,356,053 | 23,478,023 | 23,298,113 | ||||||||||||
Basic net income per common share | $ | 0.18 | $ | 0.18 | $ | 0.29 | $ | 0.31 | ||||||||
Diluted net income per common share | $ | 0.18 | $ | 0.18 | $ | 0.28 | $ | 0.3 | ||||||||
Stock_Based_Compensation_Plans
Stock Based Compensation Plans | 6 Months Ended | ||
Jun. 30, 2013 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||
Stock Based Compensation Plans | ' | ||
Stock-Based Compensation Plans | |||
The Company recorded $1,105,035 and $2,413,348 in total stock-based compensation expense with corresponding tax benefits of $430,964 and $941,206 for the three and six month periods ended June 30, 2014, respectively. For the three and six month periods ended June 30, 2013, the Company recorded $794,652 and $1,866,590 in total stock-based compensation expense with corresponding tax benefits of $309,914 and $727,970, respectively. During the six month period ended June 30, 2014, the Company did not grant any stock options. During the six month period ended June 30, 2013, the Company granted 3,000 stock options to one employee. The Company granted 181,157 and 119,363 shares of restricted stock to various employees during the six month periods ended June 30, 2014 and 2013, respectively. In 2014, the Company initiated a performance and market-based stock incentive plan for certain executives that provides vesting based on specific financial and market-based performance measurements. The Company granted 43,437 shares of performance and market-based stock during the six month period ended June 30, 2014. In 2013, the Company initiated a performance stock incentive plan for certain executives that provides vesting based on specific financial performance measurements. The Company granted 38,701 shares of performance stock during the six month period ended June 30, 2013. | |||
There were no options granted during the six month period ended June 30, 2014. The following assumptions were utilized in the valuation for options granted during the six months ended June 30, 2013. | |||
Six Months Ended June 30, 2013 | |||
Dividend Yield | — | ||
Risk-free interest rate | 1.7 | % | |
Weighted-average expected life | 5.5 years | ||
Volatility | 35 | % | |
Legal_Matters
Legal Matters | 6 Months Ended |
Jun. 30, 2014 | |
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. | |
Effective July 1, 2012, the Company acquired the assets of Shipper Direct Logistics, Inc. ("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 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 of $2,500,000. On May 28, 2013, the Company obtained a default judgment against the founders, which the founders subsequently attempted to vacate. On April 29, 2014, the court denied the founders’ attempt to vacate the default judgment. The court ruled that one of the founders is liable for fraud, conspiracy, and breach of contract, and the other founder is liable for conspiracy. The court held a hearing on May 21, 2014 to hear evidence as to the amount of the Company’s damages. The court has not yet determined the amount of the Company’s damages. | |
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. |
Revolving_Credit_Facility_Note
Revolving Credit Facility (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Line of Credit [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
11. Revolving Credit Facility | |
On May 2, 2014, the Company entered into a revolving credit agreement with PNC Bank. The $50 million facility expires on May 2, 2017, and allows for the issuance of up to $20.0 million in letters of credit. The issuance of letters of credit under the credit facility reduces available borrowings. The Company's ability to access the revolving credit facility is subject to its compliance with the terms and conditions of the credit facility, including customary covenants that provide limitations and conditions on the Company's ability to enter into certain transactions. The credit agreement also contains financial covenants that require the Company to maintain a maximum leverage ratio and a minimum interest coverage ratio. At June 30, 2014, the Company was in compliance with all such covenants. | |
The Company pays a commitment fee to PNC Bank to keep the revolving credit facility active. Borrowings bear interest at one of the following, plus an applicable margin: (1) the federal funds rate, (2) the prime rate, or (3) the LIBOR rate, based on the Company's election for each tranche of borrowing. Both the commitment fee and any interest expense are recorded to the income statement as interest expense in the period incurred. | |
During the second quarter of 2014, the Company drew $5.0 million on the revolving credit facility, all of which was repaid as of June 30, 2014. At June 30, 2014, there were no amounts drawn against the revolving credit facility and there were letters of credit outstanding in the aggregate amount of $14.5 million. The amounts available under the revolving credit facility are reduced by the amounts outstanding under letters of credit, and thus availability under the revolving credit facility at June 30, 2014 was $35.5 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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 and accounts payable, approximate their fair values due to their short term nature. The fair value of due to seller is determined based on the likelihood of contingent earn-out payments. |
Acquisitions_Schedule_of_Recog
Acquisitions Schedule of Recognized Identified Assets Acquired and Liabilities Assumed for One Stop (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||
The following table summarizes the allocation of the total consideration transferred for the acquisition of One Stop: | ||||
Cash | $ | — | ||
Accounts receivable | 5,461,761 | |||
Property and equipment | 17,137 | |||
Other Assets | 32,605 | |||
Goodwill | 18,972,878 | |||
Intangible Assets | 16,800,000 | |||
Total Assets Acquired | $ | 41,284,381 | ||
Accounts Payable | $ | 4,376,067 | ||
Accrued Expenses | 137,834 | |||
Total Liabilities Assumed | $ | 4,513,901 | ||
Total Consideration Transferred | $ | 36,770,480 | ||
Acquisitions_Pro_Forma_Financi
Acquisitions Pro Forma Financial Information (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||||||||||
The following unaudited pro forma information presents a summary of the Company's consolidated statements of income for the three and six months ended June 30, 2014 and 2013 as if the Company had acquired OFS, Comcar and One Stop as of January 1, 2013: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | $ | 311,917,620 | $ | 255,619,719 | $ | 574,147,255 | $ | 484,478,213 | ||||||||
Income from operations | 7,397,411 | 7,957,023 | 12,180,538 | 13,321,621 | ||||||||||||
Net income | 4,534,564 | 4,862,855 | 7,459,803 | 8,160,298 | ||||||||||||
Acquisitions_Schedule_of_Busin
Acquisitions Schedule of Business Acquisitions, by Acquisition (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Business Acquisition [Line Items] | ' | |||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | |||
This $36.8 million will be paid in three separate payments, as follows: | ||||
Fair value of consideration transferred: | ||||
Cash Payment made at Closing | $ | 19,262,980 | ||
Cash Payment due in January 2015 | 13,782,500 | |||
Cash Payment due in May 2015 | 3,725,000 | |||
Total | $ | 36,770,480 | ||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 June 30, 2014 and December 31, 2013: | ||||||||||||||||
Fair Value Measurements as of June 30, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligation | $ | (7,810,947 | ) | $ | — | $ | — | $ | (7,810,947 | ) | ||||||
Fair Value Measurements as of December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligation | $ | (7,150,432 | ) | $ | — | $ | — | $ | (7,150,432 | ) | ||||||
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, 2013 | $ | (7,150,432 | ) | |||||||||||||
Increase related to acquisition of OFS | (880,000 | ) | ||||||||||||||
Change in fair value | (1,305,185 | ) | ||||||||||||||
Payment of contingent consideration | 1,524,670 | |||||||||||||||
Balance at June 30, 2014 | $ | (7,810,947 | ) |
Intangibles_and_Other_Assets_T
Intangibles and Other Assets (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Roll-forward of goodwill | ' | |||||||||
The following is a roll-forward of goodwill from December 31, 2013 to June 30, 2014: | ||||||||||
Balance as of December 31, 2013 | $ | 51,650,060 | ||||||||
Goodwill acquired related to the purchase of OFS | 4,286,440 | |||||||||
Goodwill acquired related to the purchase of Comcar | 2,226,864 | |||||||||
Goodwill acquired related to the purchase of One Stop | 18,972,878 | |||||||||
Balance as of June 30, 2014 | $ | 77,136,242 | ||||||||
Summary of amortizable intangible assets | ' | |||||||||
The following is a summary of amortizable intangible assets as of June 30, 2014 and December 31, 2013: | ||||||||||
June 30, 2014 | December 31, 2013 | Weighted-Average Life | ||||||||
Customer relationships | $ | 44,938,979 | $ | 21,438,979 | 10.1 years | |||||
Noncompete agreements | 339,000 | 139,000 | 4.2 years | |||||||
Trade names | 640,000 | 190,000 | 4.4 years | |||||||
45,917,979 | 21,767,979 | 10.0 years | ||||||||
Less accumulated amortization | (12,782,112 | ) | (11,120,733 | ) | ||||||
Intangible assets, net | $ | 33,135,867 | $ | 10,647,246 | ||||||
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 2014 | $ | 2,239,501 | ||||||||
2015 | 4,323,053 | |||||||||
2016 | 4,009,699 | |||||||||
2017 | 3,722,972 | |||||||||
2018 | 3,350,826 | |||||||||
Thereafter | 15,489,816 | |||||||||
$ | 33,135,867 | |||||||||
Accrued_Expenses_and_Other_Non1
Accrued Expenses and Other Noncurrent Liabilities (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Components of accrued liabilities | ' | |||||||
The components of accrued expenses at June 30, 2014 and December 31, 2013 are as follows: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Accrued compensation | $ | 8,381,592 | $ | 4,147,590 | ||||
Accrued rebates | 2,471,583 | 2,298,476 | ||||||
Deferred rent | 280,592 | 263,893 | ||||||
Other | 4,594,296 | 1,612,158 | ||||||
Total accrued expenses | $ | 15,728,063 | $ | 8,322,117 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 six months ended June 30, 2014 and 2013: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Income before provision for income taxes | $ | 6,865,196 | $ | 6,660,200 | $ | 10,791,971 | $ | 11,414,808 | ||||||||
Income tax expense | (2,620,979 | ) | (2,537,583 | ) | (4,117,795 | ) | (4,315,559 | ) | ||||||||
Effective tax rate | 38.2 | % | 38.1 | % | 38.2 | % | 37.8 | % |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 six month periods ended June 30, 2014 and 2013 are as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 4,244,217 | $ | 4,122,617 | $ | 6,674,176 | $ | 7,099,249 | ||||||||
Denominator: | ||||||||||||||||
Denominator for basic earnings per share-weighted-average shares | 23,017,056 | 22,857,339 | 22,992,087 | 22,826,908 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Employee stock awards | 489,412 | 498,714 | 485,936 | 471,205 | ||||||||||||
Denominator for dilutive earnings per share | 23,506,468 | 23,356,053 | 23,478,023 | 23,298,113 | ||||||||||||
Basic net income per common share | $ | 0.18 | $ | 0.18 | $ | 0.29 | $ | 0.31 | ||||||||
Diluted net income per common share | $ | 0.18 | $ | 0.18 | $ | 0.28 | $ | 0.3 | ||||||||
Stock_Based_Compensation_Plans1
Stock Based Compensation Plans Schedule of Share-based Payment Award, Stock Options (Tables) | 6 Months Ended | ||
Jun. 30, 2013 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||
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 six months ended June 30, 2013. | |||
Six Months Ended June 30, 2013 | |||
Dividend Yield | — | ||
Risk-free interest rate | 1.7 | % | |
Weighted-average expected life | 5.5 years | ||
Volatility | 35 | % |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 02, 2014 | Jun. 30, 2014 | Feb. 01, 2014 | Jun. 30, 2014 | 12-May-14 | |
num_acquisitions | Online Freight Services, Inc. [Member] | Online Freight Services, Inc. [Member] | Online Freight Services, Inc. [Member] | Comcar Logistics, LLC [Member] | Comcar Logistics, LLC [Member] | One Stop Logistics, Inc. [Member] | One Stop Logistics, Inc. [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Businesses Acquired | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | $311,917,620 | $255,619,719 | $574,147,255 | $484,478,213 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Operating Income (Loss) | 7,397,411 | 7,957,023 | 12,180,538 | 13,321,621 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,461,761 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,137 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,605 |
Business Combination, Payment Made at closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,262,980 |
Business Combination, Payment Due in Jan 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,782,500 |
Business Combination, Payment Due in Mar 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,725,000 |
Acquisition purchase price | ' | ' | ' | ' | ' | ' | ' | -9,460,742 | ' | -4,900,930 | ' | 36,770,480 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Goodwill | 77,136,242 | ' | 77,136,242 | ' | 51,650,060 | ' | ' | ' | ' | ' | ' | 18,972,878 |
Business Acquisition, Contingent Consideration, Goodwill Related to Contingent Consideration | ' | ' | ' | ' | ' | ' | ' | 880,000 | ' | ' | ' | ' |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | ' | ' | ' | ' | ' | ' | ' | 3,406,440 | ' | ' | ' | 18,972,878 |
Weighted average useful life | ' | ' | '10 years 0 months | ' | ' | ' | ' | ' | ' | ' | '12 years | ' |
Increase in contingent consideration due to seller | ' | ' | 1,305,185 | 413,943 | ' | 210,000 | 270,000 | ' | ' | ' | ' | ' |
Business Acquisition, Contingent Consideration, at Fair Value as of the Balance Sheet Date | ' | ' | ' | ' | ' | 1,150,000 | 1,150,000 | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | ' | ' | ' | ' | ' | ' | ' | 4,850,000 | ' | 2,500,000 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,800,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,284,381 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,376,067 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 137,834 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,513,901 |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | ' | ' | ' | ' | ' | ' | 30,900,000 | ' | 7,900,000 | ' | 8,400,000 | ' |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | ' | ' | ' | ' | ' | ' | 500,000 | ' | 200,000 | ' | 400,000 | ' |
Business Acquisition, Pro Forma Net Income (Loss) | $4,534,564 | $4,862,855 | $7,459,803 | $8,160,298 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | 6 Months Ended | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Number_ContingentConsiderationOblig | Contingent consideration | Minimum | Maximum | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | |
Contingent consideration | Nationwide Traffic Services, LLC. | DSI | Sharp Freight Systems, Inc. [Member] | Lubenow [Member] | Lubenow [Member] | Selling, general and administrative expenses | Selling, general and administrative expenses | Total | Total | Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | ||||||
Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | |||||||||
Fair value measurement: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Consideration Obligations adjusted by Fair Value Adjustment | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Probability rate of paying the contingent consideration | ' | ' | 15.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate used to determine fair value of contingent consideration | ' | ' | 2.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration obligation | ' | ($7,810,947) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($7,810,947) | ($7,150,432) | $0 | $0 | $0 | $0 | ($7,810,947) | ($7,150,432) |
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | ' | ' | -7,150,432 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase related to acquisition of OFS | -880,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value | ' | ' | ' | ' | -1,305,185 | ' | ' | ' | ' | ' | ' | -1,305,185 | -413,943 | ' | ' | ' | ' | ' | ' | ' | ' |
Settlements | ' | ' | ' | ' | 1,524,670 | 280,000 | 437,500 | 520,000 | 287,170 | 280,000 | 280,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at end of period | ' | ' | ' | ' | ($7,810,947) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangibles_and_Other_Assets_G
Intangibles and Other Assets - Goodwill (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jan. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 12-May-14 |
Online Freight Services, Inc. [Member] | Online Freight Services, Inc. [Member] | Comcar Logistics, LLC [Member] | One Stop Logistics, Inc. [Member] | One Stop Logistics, Inc. [Member] | |||
Goodwill: | ' | ' | ' | ' | ' | ' | ' |
Goodwill, Acquired During Period | ' | ' | $4,286,440 | ' | $2,226,864 | $18,972,878 | ' |
Goodwill roll-forward: | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | 77,136,242 | 51,650,060 | ' | ' | ' | ' | 18,972,878 |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | ' | ' | ' | 3,406,440 | ' | ' | 18,972,878 |
Balance at end of period | $77,136,242 | $51,650,060 | ' | ' | ' | ' | $18,972,878 |
Intangibles_and_Other_Assets_I
Intangibles and Other Assets - Intangible Assets (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Summary of amortizable intangible assets: | ' | ' | ' |
Finite-lived intangible assets, gross | $45,917,979 | ' | $21,767,979 |
Less accumulated amortization | -12,782,112 | ' | -11,120,733 |
Intangible assets, net | 33,135,867 | ' | 10,647,246 |
Weighted average useful life | '10 years 0 months | ' | ' |
Amortization of expense | 1,661,379 | 1,198,700 | ' |
Estimated amortization expense for hte next five years and thereafter: | ' | ' | ' |
Remainder of 2014 | 2,239,501 | ' | ' |
2015 | 4,323,053 | ' | ' |
2016 | 4,009,699 | ' | ' |
2017 | 3,722,972 | ' | ' |
2018 | 3,350,826 | ' | ' |
Thereafter | 15,489,816 | ' | ' |
Intangible assets, net | 33,135,867 | ' | 10,647,246 |
Customer relationships | ' | ' | ' |
Summary of amortizable intangible assets: | ' | ' | ' |
Finite-lived intangible assets, gross | 44,938,979 | ' | 21,438,979 |
Weighted average useful life | '10 years 1 month | ' | ' |
Non-compete agreements | ' | ' | ' |
Summary of amortizable intangible assets: | ' | ' | ' |
Finite-lived intangible assets, gross | 339,000 | ' | 139,000 |
Weighted average useful life | '4 years 2 months 0 days | ' | ' |
Trade names | ' | ' | ' |
Summary of amortizable intangible assets: | ' | ' | ' |
Finite-lived intangible assets, gross | $640,000 | ' | $190,000 |
Weighted average useful life | '4 years 5 months | ' | ' |
Accrued_Expenses_and_Other_Non2
Accrued Expenses and Other Noncurrent Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Accrued compensation | $8,381,592 | $4,147,590 |
Accrued rebates | 2,471,583 | 2,298,476 |
Deferred rent | 280,592 | 263,893 |
Other | 4,594,296 | 1,612,158 |
Total accrued expenses | $15,728,063 | $8,322,117 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income before provision for income taxes | $6,865,196 | $6,660,200 | $10,791,971 | $11,414,808 |
Income tax expense | ($2,620,979) | ($2,537,583) | ($4,117,795) | ($4,315,559) |
Effective tax rate | 38.20% | 38.10% | 38.20% | 37.80% |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Anti-dilutive sercurities excluded from the calculation of earnings per share: | ' | ' | ' | ' |
Net income | $4,244,217 | $4,122,617 | $6,674,176 | $7,099,249 |
Denominatior for basic earnings per share-weighted-average shares (in shares) | 23,017,056 | 22,857,339 | 22,992,087 | 22,826,908 |
Employee stock options/Unvested Restricted Stock (in shares) | 489,412 | 498,714 | 485,936 | 471,205 |
Denominator for dilutive earnings per share (in shares) | 23,506,468 | 23,356,053 | 23,478,023 | 23,298,113 |
Basic net income per common share (USD per share) | $0.18 | $0.18 | $0.29 | $0.31 |
Diluted net income per common share (USD per share) | $0.18 | $0.18 | $0.28 | $0.30 |
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 | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Stock based compensation plans: | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | ' | ' | 0.00% |
Stock-based compensation expense | $1,105,035 | $794,652 | $2,413,348 | $1,866,590 |
Tax benefits from stock-based compensation expense | $430,964 | $309,914 | $941,206 | $727,970 |
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% |
Stock Options [Member] | ' | ' | ' | ' |
Stock based compensation plans: | ' | ' | ' | ' |
Grants in period, options | ' | ' | 0 | 3,000 |
Restricted stock | ' | ' | ' | ' |
Stock based compensation plans: | ' | ' | ' | ' |
Grants in period, other than options | ' | ' | 181,157 | 119,363 |
Performance and Market Based Stock | ' | ' | ' | ' |
Stock based compensation plans: | ' | ' | ' | ' |
Grants in period, other than options | ' | ' | 43,437 | ' |
Performance Stock | ' | ' | ' | ' |
Stock based compensation plans: | ' | ' | ' | ' |
Grants in period, other than options | ' | ' | ' | 38,701 |
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 |
Shipper Direct Logistics, Inc. | Positive outcome of litigation | ' |
Gain Contingencies [Line Items] | ' |
Unrecorded amount of gain contingency | $2,500,000 |
Revolving_Credit_Facility_Deta
Revolving Credit Facility (Details) (USD $) | 6 Months Ended | 3 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | 2-May-14 | |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Repayments of Lines of Credit | $5,000,000 | $0 | $5,000,000 | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | 50,000,000 |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | ' | ' | ' | 20,000,000 |
Proceeds from Lines of Credit | 5,000,000 | 0 | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | 14,500,000 | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | $35,500,000 | ' |