Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 25, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Echo Global Logistics, Inc. | ||
Entity Central Index Key | 1426945 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 23,825,869 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $408,561,871 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $32,542,119 | $52,506,560 |
Accounts receivable, net of allowance for doubtful accounts of $1,226,297 and $1,792,012 at December 31, 2014 and 2013, respectively | 145,198,419 | 109,662,529 |
Income taxes receivable | 1,968,511 | 1,337,180 |
Prepaid expenses | 2,849,011 | 2,510,791 |
Deferred income taxes | 995,171 | 943,740 |
Other current assets | 2,114,356 | 121,403 |
Total current assets | 185,667,587 | 167,082,203 |
Property and equipment, net | 21,276,709 | 15,536,831 |
Intangible assets: | ||
Goodwill | 77,909,537 | 51,650,060 |
Intangible assets, net of accumulated amortization of $15,046,556 and $11,120,733 at December 31, 2014 and 2013, respectively | 30,871,423 | 10,647,246 |
Other assets | 318,938 | 230,253 |
Total assets | 316,044,194 | 245,146,593 |
Current liabilities: | ||
Accounts payable | 85,999,784 | 65,322,807 |
Due to seller-short term | 4,243,088 | 5,763,779 |
Accrued expenses | 19,496,000 | 8,322,117 |
Other Liabilities, Current | 17,507,500 | 0 |
Total current liabilities | 127,246,372 | 79,408,703 |
Due to seller-long term | 1,087,990 | 1,386,653 |
Other noncurrent liabilities | 1,502,019 | 1,573,780 |
Deferred income taxes | 4,333,635 | 3,547,426 |
Total liabilities | 134,170,016 | 85,916,562 |
Stockholders' equity: | ||
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 23,207,051 and 22,900,471 shares were issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 2,322 | 2,291 |
Additional paid-in capital | 112,688,360 | 106,831,802 |
Retained earnings | 69,183,496 | 52,395,938 |
Total stockholders' equity | 181,874,178 | 159,230,031 |
Total liabilities and stockholders' equity | $316,044,194 | $245,146,593 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Allowance for doubtful accounts | $1,226,297 | $1,792,012 |
Customer relationships and other intangible assets, accumulated amortization | $15,046,556 | $11,120,733 |
Stockholders' equity: | ||
Common stock, par value (USD per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,207,051 | 22,900,471 |
Common stock, shares oustanding | 23,207,051 | 22,900,471 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | |||
REVENUE | $1,173,382,760 | $884,193,289 | $757,687,585 |
COSTS AND EXPENSES: | |||
Transportation costs | 965,165,330 | 728,543,525 | 614,562,437 |
Selling, general, and administrative expenses | 166,812,670 | 121,881,168 | 113,454,258 |
Depreciation and amortization | 13,876,079 | 10,564,657 | 9,139,232 |
INCOME FROM OPERATIONS | 27,528,681 | 23,203,939 | 20,531,658 |
Interest income | 0 | 0 | 2,850 |
Interest expense | -105,404 | -1,357 | -9,391 |
Other, net | -144,128 | -354,480 | -426,860 |
OTHER EXPENSE | -249,532 | -355,837 | -433,401 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 27,279,149 | 22,848,102 | 20,098,257 |
INCOME TAX EXPENSE | -10,491,591 | -8,645,488 | -7,776,843 |
NET INCOME | $16,787,558 | $14,202,614 | $12,321,414 |
Basic net income per share (USD per share) | $0.73 | $0.62 | $0.55 |
Diluted net income per share (USD per share) | $0.71 | $0.61 | $0.54 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Stockholders' equity at beginning of period at Dec. 31, 2011 | $119,321,598 | $2,216 | $93,447,472 | $25,871,910 |
Common stock, shares at beginning of period at Dec. 31, 2011 | 22,155,857 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Share compensation expense | 2,726,241 | 2,726,241 | ||
Exercise of stock options (in shares) | 287,855 | 287,855 | ||
Exercise of stock options | 1,717,505 | 29 | 1,717,476 | |
Common stock issued for vested restricted stock (in shares) | 37,850 | |||
Common stock issued for vested restricted stock | 4 | -4 | ||
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock (in shares) | -11,825 | |||
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock | -193,511 | -1 | -193,510 | |
Common shares issued for acquisition (in shares) | 225,099 | |||
Common shares issued for acquisition | 4,000,000 | 22 | 3,999,978 | |
Tax benefit from the exercise of stock options | 1,092,163 | 1,092,163 | ||
Net income | 12,321,414 | 12,321,414 | ||
Stockholders' equity at end of period at Dec. 31, 2012 | 140,985,410 | 2,270 | 102,789,816 | 38,193,324 |
Common stock, shares at end of period at Dec. 31, 2012 | 22,694,836 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Share compensation expense | 3,338,678 | 3,338,678 | ||
Exercise of stock options (in shares) | 112,990 | 112,990 | ||
Exercise of stock options | 1,130,159 | 11 | 1,130,148 | |
Common stock issued for vested restricted stock (in shares) | 136,436 | |||
Common stock issued for vested restricted stock | 0 | 14 | -14 | |
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock (in shares) | -43,791 | |||
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock | -832,048 | -4 | -832,044 | |
Tax benefit from the exercise of stock options | 405,218 | 405,218 | ||
Net income | 14,202,614 | 14,202,614 | ||
Stockholders' equity at end of period at Dec. 31, 2013 | 159,230,031 | 2,291 | 106,831,802 | 52,395,938 |
Common stock, shares at end of period at Dec. 31, 2013 | 22,900,471 | 22,900,471 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Share compensation expense | 4,405,426 | 4,405,426 | ||
Exercise of stock options (in shares) | 173,727 | 173,727 | ||
Exercise of stock options | 1,077,748 | 17 | 1,077,731 | |
Common stock issued for vested restricted stock (in shares) | 187,594 | |||
Common stock issued for vested restricted stock | 0 | 19 | -19 | |
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock (in shares) | -54,741 | |||
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock | -1,116,858 | -5 | -1,116,853 | |
Tax benefit from the exercise of stock options | 1,490,273 | 1,490,273 | ||
Net income | 16,787,558 | 16,787,558 | ||
Stockholders' equity at end of period at Dec. 31, 2014 | $181,874,178 | $2,322 | $112,688,360 | $69,183,496 |
Common stock, shares at end of period at Dec. 31, 2014 | 23,207,051 | 23,207,051 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | |||
Net income | $16,787,558 | $14,202,614 | $12,321,414 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred income taxes | 729,600 | 632,684 | -1,198,674 |
Noncash stock compensation expense | 4,405,426 | 3,338,678 | 2,726,241 |
Change in contingent consideration due to seller | 2,160,316 | 101,181 | -129,944 |
Acquisition related impairment loss | 0 | 0 | 2,490,612 |
Depreciation and amortization | 13,876,079 | 10,564,657 | 9,139,232 |
Change in assets, net of acquisitions: | |||
Accounts receivable | -24,018,807 | -10,955,387 | -1,550,525 |
Income taxes receivable | -631,331 | -633,590 | -67,228 |
Prepaid expenses and other assets | -2,401,464 | -53,204 | 2,310,613 |
Change in liabilities, net of acquisitions: | |||
Accounts payable | 11,460,893 | 4,713,829 | -4,763,843 |
Accrued expenses and other | 9,994,275 | 2,891,656 | 1,510,069 |
Net cash provided by operating activities | 32,362,545 | 24,803,118 | 22,787,967 |
Investing activities | |||
Purchases of property and equipment | -15,155,168 | -9,238,806 | -8,860,144 |
Payments for acquisitions, net of cash acquired | -33,768,519 | -1,958,236 | -16,425,146 |
Net cash used in investing activities | -48,923,687 | -11,197,042 | -25,285,290 |
Financing activities | |||
Principal payments on capital lease obligations | 0 | -24,086 | -175,159 |
Tax benefit of stock options exercised | 1,495,481 | 460,475 | 1,092,163 |
Payment of contingent consideration | -4,859,670 | -3,615,000 | -5,170,000 |
Issuance of shares, net of issuance costs | 1,077,748 | 1,130,159 | 1,717,505 |
Employee tax withholdings related to net share settlements of equity-based awards | -1,116,858 | -832,048 | -193,511 |
Proceeds from Lines of Credit | 5,000,000 | 0 | 0 |
Repayments of Lines of Credit | -5,000,000 | 0 | 0 |
Net cash used in financing activities | -3,403,299 | -2,880,500 | -2,729,002 |
(Decrease) increase in cash and cash equivalents | -19,964,441 | 10,725,576 | -5,226,325 |
Cash and cash equivalents, beginning of period | 52,506,560 | 41,780,984 | 47,007,309 |
Cash and cash equivalents, end of period | 32,542,119 | 52,506,560 | 41,780,984 |
Supplemental disclosure of cash flow information | |||
Cash paid during the year for interest | 105,404 | 1,357 | 9,391 |
Cash paid for income taxes | 8,901,068 | 8,191,472 | 8,038,565 |
Non-cash investing activity | |||
Issuance of common stock in connection with acquisitions | 0 | 0 | 4,000,000 |
Non-cash financing activity | |||
Due to seller | 880,000 | 0 | 3,111,914 |
Increase (Decrease) in Notes Payable, Current | $17,507,500 | $0 | $0 |
Description_of_Business_Notes
Description of Business (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business |
Echo Global Logistics, Inc. (the Company) is a leading provider of technology-enabled transportation and supply chain management services, delivered on a proprietary technology platform serving the transportation and logistics needs of its clients. The Company provides services across all major transportation modes, including truckload ("TL"), less-than-truckload ("LTL"), small parcel, intermodal, domestic air, and international. The Company's core logistics services include rate negotiation, shipment execution and tracking, carrier selection and management, routing compliance, freight bill audit, and payment and performance management and reporting functions, including executive dashboard tools. | |
The Company's common stock is listed on the Nasdaq Global Market under the symbol “ECHO.” |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |
Basis of Presentation | ||
The 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. | ||
Preparation of Financial Statements and Use of Estimates | ||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (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 value of the Company's financial instruments, 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 due to seller liabilities are determined based on the likelihood of contingent earn-out payments. | ||
Revenue Recognition | ||
In accordance with ASC Topic 605-20 Revenue Recognition - Services, transportation revenue and related transportation costs are recognized when the shipment has been delivered by a third-party carrier. Fee for service revenue is recognized when the services have been rendered. At the time of delivery or rendering of services, as applicable, the Company's obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. | ||
In accordance with ASC Topic 605-45 Revenue Recognition - Principal Agent Considerations, the Company generally recognizes revenue on a gross basis, as opposed to a net basis similar to a commission arrangement, because it bears the risks and benefits associated with revenue-generated activities by, among other things: (1) acting as a principal in the transaction; (2) establishing prices; (3) managing all aspects of the shipping process; and (4) taking the risk of loss for collection, delivery, and returns. Certain transactions to provide specific services are recorded at the net amount charged to the client due to the following key factors: (a) the Company does not have latitude in establishing pricing; and (b) the Company has credit risk for only the net revenue earned from its client while the carrier has credit risk for the transportation costs. Net revenue equals revenue minus transportation costs. | ||
Rebates | ||
The Company has entered into agreements with certain clients to rebate to them a portion of the costs that they pay to the Company for transportation services, based on certain conditions and/or pricing schedules that are specific to each individual agreement, but that are typically constructed as a percentage of the costs that its clients incur. | ||
Rebates are recognized at the same time that the related transportation revenue is recognized and are recorded as a reduction of transportation revenue. | ||
Segment Reporting | ||
The Company applies the provisions of ASC Topic 280 Segment Reporting, which establishes accounting standards for segment reporting. | ||
The Company's chief operating decision-maker assesses performance and makes resource allocation decisions for the business as a single operating segment, transportation and logistics service. Therefore, the Company has only one reportable segment in accordance with this guidance. The Company has provided all enterprise wide disclosures required by this guidance. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | ||
Accounts Receivable and Allowance for Doubtful Accounts | ||
Accounts receivable are uncollateralized customer obligations due under normal trade terms. Invoices require payment within 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices 90 days past due are considered delinquent. The Company generally does not charge interest on past due amounts. | ||
The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in client collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. The Company recorded $1,937,227, $1,229,134 and $2,114,360 of bad debt expense for the years ended December 31, 2014, 2013 and 2012, respectively. | ||
Property and Equipment | ||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: | ||
Computer equipment and software | 3 years | |
Office equipment | 5 years | |
Furniture and fixtures | 7 years | |
Internal Use Software | ||
The Company has adopted the provisions of ASC Topic 350-40 Internal Use Software. Accordingly, certain costs incurred in the planning and evaluation stage of internal use computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal use software costs are amortized over the expected economic life of three years using the straight-line method. The total amortization expense for the years ended December 31, 2014, 2013 and 2012 was $7,572,039, $6,394,788 and $5,188,637, respectively. At December 31, 2014 and 2013, the net book value of internal use software costs was $13,687,293 and $11,654,812, respectively. | ||
Goodwill and Other Intangibles | ||
Goodwill represents the excess of consideration transferred over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC Topic 350 Intangibles - Goodwill and Other, goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. In September 2011, the FASB approved ASU (Accounting Standard Update) No. 2011-08, “Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” This ASU permits an entity to first assess qualitative factors to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. After assessing qualitative factors, if an entity determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, no further testing is necessary. For goodwill impairment test purposes, the Company is considered one reporting unit. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair values of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge. Absent any special circumstances that could require an interim test, the Company has elected to test for goodwill impairment during the fourth quarter of each year. Topic 350 also requires that intangible assets with finite lives be amortized over their respective estimated useful lives and reviewed for impairment whenever impairment indicators exist in accordance with ASC Topic 360 Property, Plant and Equipment. The Company's intangible assets consist of customer relationships, non-compete agreements, and trade names, which are being amortized on an accelerated basis over their estimated weighted-average useful lives of 10.1 years, 4.2 years and 4.4 years, respectively. See Note 7. | ||
Income Taxes | ||
The Company accounts for income taxes in accordance with ASC Topic 740 Income Taxes, under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. | ||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. | ||
Stock-Based Compensation | ||
The Company accounts for stock-based compensation in accordance with ASC Topic 718 Compensation - Stock Compensation which requires all share-based payments to employees, including grants of stock options, to be recognized in the income statement based upon their fair values. Share-based employee compensation costs are recognized as a component of selling, general and administrative expense in the consolidated statements of income. See Note 14—Stock-Based Compensation Plans for a description of the Company's accounting for stock-based compensation plans. | ||
Self-Insurance Liability | ||
Since January 2014, the Company has been self-insured for its employee health plans and records a liability that represents its estimated cost of claims incurred and unpaid as of the balance sheet date. The Company's estimated liability is not discounted and is based on a number of assumptions and factors, including historical trends, actuarial assumptions and economic conditions, and is closely monitored and adjusted when warranted by changing circumstances. The total estimated self-insurance liability as of December 31, 2014 was $725,743. |
New_Accounting_Pronouncements_
New Accounting Pronouncements (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements |
In November 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-17, Pushdown Accounting. This ASU provides companies with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. This ASU is effective as of November 18, 2014, the date of its issuance. The adoption of this standard had no impact on the Company’s financial statements. | |
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. | |
In May 2014, the FASB issued ASU 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 is evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial statements. |
Acquisitions_Notes
Acquisitions (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
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 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. | ||||||||||||
2014 Acquisitions | ||||||||||||
Online Freight Services, Inc. | ||||||||||||
In January 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 consolidated financial statements since the acquisition 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 purchase accounting for the acquisition, the Company recorded $4,309,146 of goodwill, of which $880,000 is related to contingent consideration, and $4,850,000 of intangible assets, which primarily consists of customer relationships and trade names. The amount of goodwill deductible for U.S. income tax purposes is $3,429,146, which excludes the opening balance sheet fair-value of the contingent consideration obligation. For the year ended December 31, 2014, the Company recorded an increase of $480,000 to the contingent consideration obligation to reflect the change in fair value, which was primarily the result of adjusting the forecasted financial performance of OFS to take into account 2014 performance. These fair-market value adjustments resulted in a liability due to seller of $1,360,000 at December 31, 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 year ended December 31, 2014 are $64.1 million and $0.8 million, respectively. | ||||||||||||
Comcar Logistics, LLC | ||||||||||||
In February 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 consolidated financial statements since the acquisition 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 purchase accounting for the acquisition, the Company recorded $2,342,265 of goodwill, which is approximately the amount of goodwill deductible for U.S. income tax purposes, and $2,500,000 of intangible assets, which primarily consists of customer relationships. | ||||||||||||
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 December 31, 2014 are $16.9 million and $0.1 million, respectively. | ||||||||||||
One Stop Logistics, Inc. | ||||||||||||
In May 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 $37,490,924 in cash, which includes a working capital payment made during the third quarter of 2014. This $37,490,924 will be paid in four separate payments, as follows: | ||||||||||||
Fair value of consideration transferred: | ||||||||||||
Cash Payment made at Closing | $ | 19,262,980 | ||||||||||
Working Capital Payment made in September 2014 | 720,444 | |||||||||||
Cash Payment due in January 2015 | 13,782,500 | |||||||||||
Cash Payment due in May 2015 | 3,725,000 | |||||||||||
Total | $ | 37,490,924 | ||||||||||
The payments due in January 2015 and May 2015 were recorded as other current liabilities 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 | 5,369,508 | |||||||||||
Property and equipment | 17,137 | |||||||||||
Other Assets | 12,446 | |||||||||||
Goodwill | 19,608,066 | |||||||||||
Intangible Assets | 16,800,000 | |||||||||||
Total Assets Acquired | $ | 41,807,157 | ||||||||||
Accounts Payable | $ | 4,178,399 | ||||||||||
Accrued Expenses | 137,834 | |||||||||||
Total Liabilities Assumed | $ | 4,316,233 | ||||||||||
Total Consideration Transferred | $ | 37,490,924 | ||||||||||
Goodwill of $19,608,066, 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 because One Stop, among other things, expanded the Company's presence in the TL and LTL markets, especially in California, and added 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 Company is in the process of finalizing the valuation of certain acquired accounts receivable, accounts payable and intangible assets. | ||||||||||||
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 December 31, 2014 are $38.9 million and $1.2 million, respectively. | ||||||||||||
Materiality of Acquisitions | ||||||||||||
The Company evaluates its acquisitions each year to determine if they are material either individually or in the aggregate. In 2014, we concluded that the acquisitions of OFS, Comcar and One Stop were material in the aggregate. In 2013, we concluded that the acquisition of Open Mile was not material. In 2012, we concluded that the acquisitions of Sharp Freight Systems ("Sharp") and Purple Plum Logistics, LLC ("Purple Plum") were material in the aggregate. | ||||||||||||
The following unaudited pro forma information presents a summary of the Company's consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 as if the Company had acquired OFS, Comcar and One Stop as of January 1, 2013 and as if the Company had acquired Sharp and Purple Plum as of January 1, 2012. This unaudited pro forma supplemental information includes the historical financial results of the Company and the acquired businesses, adjusted to record intangible asset amortization as if the acquisitions had occurred on January 1 of the respective years discussed above, 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. | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue | $ | 1,196,808,807 | $ | 998,640,709 | $ | 819,538,516 | ||||||
Income from operations | 28,833,119 | 26,972,566 | 24,348,949 | |||||||||
Net income | 17,589,788 | 16,546,700 | 15,734,327 | |||||||||
2015 Acquisitions | ||||||||||||
In February 2015, we acquired Xpress Solutions, Inc. ("Xpress"), a non-asset based truckload and less-than-truckload transportation brokerage based in Frankfort, Illinois. We agreed to purchase the assets and assume certain liabilities of Xpress for $6,170,761 in cash payable at closing and an additional $3,000,000 in contingent consideration that may become payable upon the achievement of certain performance measures on or prior to January 31, 2019. The preliminary purchase accounting for this acquisition has not been completed. |
Fair_Value_Measurement_Notes
Fair Value Measurement (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 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 $5,331,078 as of December 31, 2014. The potential earnout payments and performance are defined in the individual purchase agreement for each acquisition. 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. Probabilities are estimated by reviewing financial forecasts and assessing the likelihood of reaching the required performance measures based on factors specific to each acquisition as well as the Company’s historical experience with similar arrangements. If an acquisition reaches the required performance measure, the estimated probability would be increased to 100% and would still be classified as a contingent liability on the balance sheet. If the measure is not reached, the probability would be reduced to reflect the amount earned, if any, depending on the terms of the agreement. Discount rates used in determining the fair value of the contingent consideration ranged between 3% and 18%. 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 assets and liabilities measured at fair value on a recurring basis and the basis of measurement as of December 31, 2014 and 2013: | ||||||||||||||||
Fair Value Measurements as of December 31, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligation | $ | (5,331,078 | ) | $ | — | $ | — | $ | (5,331,078 | ) | ||||||
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 January 1, 2013 | $ | (10,664,251 | ) | |||||||||||||
Change in fair value | (101,181 | ) | ||||||||||||||
Payment of contingent consideration | 3,615,000 | |||||||||||||||
Balance at December 31, 2013 | (7,150,432 | ) | ||||||||||||||
Increase related to acquisition of OFS | (880,000 | ) | ||||||||||||||
Change in fair value | (2,160,316 | ) | ||||||||||||||
Payment of contingent consideration | 4,859,670 | |||||||||||||||
Balance at December 31, 2014 | $ | (5,331,078 | ) | |||||||||||||
For the years ended December 31, 2014 and 2013, the Company recorded adjustments to each of the remaining contingent consideration obligations related to its 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 years ended December 31, 2014 and 2013, the Company recognized charges of $2,160,316 and $101,181, 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 years ended December 31, 2014 and 2013, the Company paid $4,859,670 and $3,615,000, respectively, in contingent earn-out payments. In 2014, the Company paid the former owners of Nationwide Traffic Services, LLC ("Nationwide"), Distribution Services Inc. ("DSI"), Sharp, Lubenow Logistics, LLC ("Lubenow"), Freight Management Inc. ("FMI"), Advantage Transport, Inc. ("Advantage"), Freight Lanes International Inc. ("FLI"), Trailer Transport Systems ("TTS") and DNA Freight Inc. ("DNA"), $437,500, $520,000, $287,170, $280,000, $520,000, $925,000, $305,000, $625,000 and $960,000, respectively, as the EBITDA targets set forth in the purchase agreements had been met. In 2013, the Company paid the former owners of Lubenow, FMI, Advantage, FLI, TTS and DNA, $280,000, $520,000, $925,000, $305,000, $625,000, and $960,000, respectively, as certain EBITDA targets set forth in the purchase agreements had been met. |
Property_and_Equipment_Notes
Property and Equipment (Notes) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment at December 31, 2014 and 2013, consisted of the following: | ||||||||
2014 | 2013 | |||||||
Computer equipment | $ | 10,063,187 | $ | 6,867,222 | ||||
Software, including internal use software | 46,303,704 | 36,699,184 | ||||||
Furniture, fixtures and office equipment | 8,254,664 | 5,532,757 | ||||||
64,621,555 | 49,099,163 | |||||||
Less accumulated depreciation | (43,344,846 | ) | (33,562,332 | ) | ||||
$ | 21,276,709 | $ | 15,536,831 | |||||
Depreciation expense, including amortization of capitalized internal use software, was $9,950,256, $8,192,981 and $6,954,045 for the years ended December 31, 2014, 2013 and 2012, respectively. |
Intangibles_and_Other_Assets_N
Intangibles and Other Assets (Notes) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Intangibles and Other Assets | Intangibles and Other Assets | |||||||||
The following is a summary of goodwill as of December 31: | ||||||||||
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 December 31, 2013 | 51,650,060 | |||||||||
Goodwill acquired related to the purchase of OFS | 4,309,146 | |||||||||
Goodwill acquired related to the purchase of Comcar | 2,342,265 | |||||||||
Goodwill acquired related to the purchase of One Stop | 19,608,066 | |||||||||
Balance as of December 31, 2014 | $ | 77,909,537 | ||||||||
The following is a summary of amortizable intangible assets as of December 31, 2014 and December 31, 2013: | ||||||||||
December 31, 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 | (15,046,556 | ) | (11,120,733 | ) | ||||||
Intangible assets, net | $ | 30,871,423 | $ | 10,647,246 | ||||||
Amortization expense related to intangible assets was $3,925,823, $2,371,676, and $2,185,187 for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||
The estimated amortization expense for the next five years and thereafter is as follows: | ||||||||||
2015 | $ | 4,383,929 | ||||||||
2016 | 4,054,062 | |||||||||
2017 | 3,741,285 | |||||||||
2018 | 3,337,180 | |||||||||
2019 | 2,907,854 | |||||||||
Thereafter | 12,447,113 | |||||||||
$ | 30,871,423 | |||||||||
Accrued_Expenses_Notes
Accrued Expenses (Notes) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses and Other Noncurrent Liabilities | Accrued Expenses and Other Noncurrent Liabilities | |||||||
The components of accrued expenses at December 31, 2014 and December 31, 2013 are as follows: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Accrued compensation | $ | 11,359,446 | $ | 4,147,590 | ||||
Accrued rebates | 2,572,544 | 2,298,476 | ||||||
Accrued employee benefits | 1,643,713 | 67,639 | ||||||
Deferred rent | 293,853 | 263,893 | ||||||
Other | 3,626,444 | 1,544,519 | ||||||
Total accrued expenses | $ | 19,496,000 | $ | 8,322,117 | ||||
The other noncurrent liability of $1,502,019 and $1,573,780 as of December 31, 2014 and 2013, respectively, is the portion of deferred rent in excess of twelve months. |
Revolving_Credit_Facility_Note
Revolving Credit Facility (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Line of Credit | Credit Facility |
On May 2, 2014, the Company entered into a credit agreement with PNC Bank for the establishment of a revolving credit facility. The $50 million facility expires on May 2, 2017 and allows for the issuance of up to $20 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 agreement, 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. As of December 31, 2014, the Company was in compliance with all of these 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. | |
At December 31, 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 December 31, 2014 was $35.5 million. | |
This revolving credit agreement with PNC Bank replaced the Company's $10 million line of credit with JPMorgan Chase Bank. In 2013, the company did not draw on the $10 million line of credit. No borrowings were outstanding under the $10 million line of credit as of December 31, 2013. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Commitments and Contingencies | |||
Leases | ||||
In April 2007, the Company entered into an operating lease agreement for an office facility, which was amended in 2013. The amended lease agreement expires in November 2020, and has escalating base monthly rental payments ranging from $195,830 to $238,643, plus an additional monthly payment for real estate taxes and common area maintenance fees related to the building. | ||||
During 2014 and 2013, the Company also assumed contractual operating lease obligations through acquisitions, which consisted primarily of building operating leases expiring at various dates through 2020. | ||||
The Company recognizes operating lease rental expense on a straight-line basis over the term of the lease. The total rental expense for the years ended December 31, 2014, 2013 and 2012 was $4,361,734, $3,821,934 and $3,026,941, respectively. | ||||
Future minimum annual rental payments for the next five years and thereafter, excluding immaterial sublease income, are as follows: | ||||
Operating | ||||
Leases | ||||
2015 | $ | 4,388,094 | ||
2016 | 4,223,397 | |||
2017 | 3,833,920 | |||
2018 | 3,029,088 | |||
2019 | 2,744,764 | |||
Thereafter | 2,484,881 | |||
$ | 20,704,144 | |||
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The Company accounts for income taxes and related uncertain tax positions in accordance with ASC Topic 740. For the years ended December 31, 2014 and 2013, the Company recognized a net increase of $182,385 and $166,432 in unrecognized tax benefits, respectively. The Company's policy is to recognize interest and penalties on unrecognized tax benefits as a component of income tax expense. The Company has recorded interest on its unrecognized tax benefits as of December 31, 2014. The following is a reconciliation of the total amounts of unrecognized tax benefits excluding interest and penalties for the years ended December 31, 2014 and 2013: | ||||||||||||
2014 | 2013 | |||||||||||
Balance at January 1 | $ | 337,983 | $ | 171,551 | ||||||||
Gross increases — current period tax positions | 257,955 | 166,432 | ||||||||||
Balance at December 31 | $ | 595,938 | $ | 337,983 | ||||||||
The Company does not believe it will have any significant changes in the amount of unrecognized tax benefits in the next 12 months. The total amount of the unrecognized tax benefits, if recognized, for the years ended December 31, 2014 and 2013, respectively, would affect the effective tax rate. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal examinations by tax authorities for years before 2008, and state and local income tax examinations, by tax authorities for years before 2008. | ||||||||||||
The provision for income taxes consists of the following components for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 8,326,480 | $ | 6,928,141 | $ | 7,837,021 | ||||||
State | 1,435,511 | 1,084,663 | 1,138,496 | |||||||||
Total current | 9,761,991 | 8,012,804 | 8,975,517 | |||||||||
Deferred: | ||||||||||||
Federal | 560,345 | 404,395 | (1,130,239 | ) | ||||||||
State | 169,255 | 228,289 | (68,435 | ) | ||||||||
Total deferred | 729,600 | 632,684 | (1,198,674 | ) | ||||||||
Income tax expense | $ | 10,491,591 | $ | 8,645,488 | $ | 7,776,843 | ||||||
The provision for income taxes for the years ended December 31, 2014, 2013 and 2012 differs from the amount computed by applying the U.S. federal income tax rate of 35% to pretax income because of the effect of the following items: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax expense at U.S. federal income tax rate | $ | 9,547,702 | $ | 7,996,836 | $ | 7,034,390 | ||||||
State income taxes, net of federal income tax effect | 951,284 | 751,257 | 558,962 | |||||||||
Nondeductible expenses and other | 176,878 | 71,282 | 128,137 | |||||||||
Effect of state rate change on deferred items | 8,402 | 18,570 | 32,714 | |||||||||
Research and development credit | (360,584 | ) | (449,679 | ) | — | |||||||
Changes in unrecognized tax benefits | 182,385 | 166,432 | 14,291 | |||||||||
Provision to return adjustments | (14,476 | ) | 90,790 | 8,349 | ||||||||
$ | 10,491,591 | $ | 8,645,488 | $ | 7,776,843 | |||||||
At December 31, 2014 and 2013, the Company's deferred tax assets and liabilities consisted of the following: | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred tax assets: | ||||||||||||
Reserves and allowances | $ | 2,018,366 | $ | 2,018,782 | ||||||||
Noncurrent deferred tax assets: | ||||||||||||
Intangible assets | 474,638 | 505,928 | ||||||||||
Stock options | 2,450,556 | 1,980,555 | ||||||||||
Research and development credit | (520,367 | ) | (337,983 | ) | ||||||||
Net operating loss carryforward | — | 4,966 | ||||||||||
Total noncurrent deferred tax assets | 2,404,827 | 2,153,466 | ||||||||||
Total deferred tax assets | 4,423,193 | 4,172,248 | ||||||||||
Total current deferred tax liability: | ||||||||||||
Prepaid and other expenses | 1,023,195 | 1,075,042 | ||||||||||
Noncurrent deferred tax liabilities: | ||||||||||||
Property and equipment | 6,738,462 | 5,700,892 | ||||||||||
Total deferred tax liabilities | 7,761,657 | 6,775,934 | ||||||||||
Net deferred tax liability | $ | (3,338,464 | ) | $ | (2,603,686 | ) | ||||||
As of December 31, 2014, the Company does not have a net operating loss carryforward. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity |
Preferred Stock | |
The Board of Directors has the authority to issue up to 2,500,000 shares of preferred stock in one or more series and to establish the preferred stock's voting powers, preferences and other rights and qualifications without any further vote or action by the stockholders. As of December 31, 2014, there was no preferred stock outstanding. |
Earnings_Per_Share_Notes
Earnings Per Share (Notes) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings Per Share | Earnings Per Share | |||||||||||
Basic earnings per common share is calculated by dividing net income 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 share options and the vesting of restricted stock. There were no employee stock options excluded from the calculation of diluted earnings per share for the years ended December 31, 2014, 2013, and 2012. The computation of basic and diluted earnings per common share for the years ended December 31, 2014, 2013 and 2012 are as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income | $ | 16,787,558 | $ | 14,202,614 | $ | 12,321,414 | ||||||
Denominator: | ||||||||||||
Denominator for basic earnings per share - weighted-average shares | 23,044,029 | 22,860,661 | 22,357,046 | |||||||||
Effect of dilutive securities: | ||||||||||||
Employee stock options | 590,312 | 543,322 | 541,635 | |||||||||
Denominator for dilutive earnings per share | 23,634,341 | 23,403,983 | 22,898,681 | |||||||||
Basic net income per common share | $ | 0.73 | $ | 0.62 | $ | 0.55 | ||||||
Diluted net income per common share | $ | 0.71 | $ | 0.61 | $ | 0.54 | ||||||
Stock_Based_Compensation_Plans
Stock Based Compensation Plans (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation Plans | Stock-Based Compensation Plans | ||||||||||||
In March 2005, the Company adopted the 2005 Stock Option Plan providing for the issuance of stock options of Series A common shares. During the fourth quarter of 2009, the Company adopted the 2008 Stock Incentive Plan ("the 2008 Plan"). Upon adoption, the 2005 Stock Option Plan was merged into the 2008 Plan and ceased to separately exist. Outstanding awards under the 2005 Stock Option Plan are now subject to the 2008 Plan and no additional awards may be made under the 2005 Stock Option Plan on or after the effective date of the 2008 Plan. A total of 1,400,000 shares of common stock have been reserved for issuance under the 2008 Plan. The 2008 Plan is administered by the Board of Directors who determine the type of award, exercise price of options, the number of options to be issued, and the vesting period. As specified in the 2008 Plan, the exercise price per share shall not be less than the fair market value on the effective date of grant. Upon exercise of a stock option under the 2008 Plan, new stock is issued. The term of an option does not exceed 10 years, and the options generally vest ratably over one to five years from the date of grant. Under the 2008 Plan, two types of stock incentives have been issued: stock option awards and restricted stock awards. | |||||||||||||
In 2014, the Company did not grant any stock options. During 2013, the Company granted 3,000 stock options to one employee at an exercise price of $17.94, all of which will vest ratably over a 12 month period. | |||||||||||||
In 2014, the Company awarded 184,157 shares of restricted stock to certain employees and directors of which 10,312 will vest ratably over 2.5 years and 173,845 shares will vest ratably over 4 years based on the employees' continued employment. The grant date fair value of the restricted stock granted ranged from $16.10 to $27.48. | |||||||||||||
In 2013, the Company awarded 252,198 shares of restricted stock to certain employees and directors of which 21,562 will vest ratably over 3 years, 226,136 shares will vest ratably over 4 years and 4,500 will vest ratably over 5 years based on the employees' continued employment. The grant date fair value of the restricted stock granted ranged from $18.29 to $21.51. | |||||||||||||
There was $8,068,512 and $8,886,769 of total unrecognized compensation cost related to the stock-based compensation granted under the plans as of December 31, 2014 and 2013, respectively. This cost is expected to be recognized over a weighted-average period of 2.7 years. | |||||||||||||
Stock Option Awards | |||||||||||||
Using the Black-Scholes-Merton option valuation model and the assumptions listed below, the Company recorded $479,921, $664,909 and $953,327 in compensation expense with corresponding tax benefits of $187,169, $259,314 and $371,798 for stock option awards for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
There were no options granted during 2014. The following assumptions were utilized in the valuation for options granted in 2013. | |||||||||||||
2013 | |||||||||||||
Dividend yield | — | ||||||||||||
Risk-free interest rate | 1.7 | % | |||||||||||
Weighted-average expected life | 5.5 years | ||||||||||||
Volatility | 35 | % | |||||||||||
The volatility assumption used in the valuation for options granted was determined by analyzing the volatilities of comparable companies that are in a similar industry and stage of development as the Company. The expected life of options granted for all periods was determined using the simplified method under Staff Accounting Bulletin No. 110 ("SAB 110") and is calculated by taking the average of the vesting term and contractual life of the option grant. The simplified method under SAB 110 may be used as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected life. The risk-free interest rate is based on yields on a ten year U.S. Treasury bill on the option grant date. | |||||||||||||
A summary of stock option activity is as follows: | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term (Years) | |||||||||||||
Outstanding at January 1, 2012 | 1,601,856 | $ | 8.56 | 6.9 | $ | 12,152,215 | |||||||
Granted | — | — | |||||||||||
Exercised | (287,855 | ) | 5.97 | 3,455,275 | |||||||||
Forfeited or canceled | (69,125 | ) | 11.25 | ||||||||||
Outstanding at December 31, 2012 | 1,244,876 | $ | 9.01 | 6 | $ | 11,145,479 | |||||||
Granted | 3,000 | 17.94 | |||||||||||
Exercised | (112,990 | ) | 10 | 1,296,867 | |||||||||
Forfeited or canceled | (35,660 | ) | 11.99 | ||||||||||
Outstanding at December 31, 2013 | 1,099,226 | $ | 8.83 | 5 | $ | 13,899,986 | |||||||
Granted | — | — | |||||||||||
Exercised | (173,727 | ) | 6.2 | 3,995,095 | |||||||||
Forfeited or canceled | (3,610 | ) | 12.2 | ||||||||||
Outstanding at December 31, 2014 | 921,889 | $ | 9.32 | 4.2 | $ | 18,329,554 | |||||||
Options vested and exercisable at December 31, 2014 | 892,883 | $ | 9.23 | 4.1 | $ | 17,827,707 | |||||||
The following table provides information about stock options granted and vested in the years ended December 31: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Options granted: | |||||||||||||
Range of exercise prices per share of options granted | — | $ | 17.94 | — | |||||||||
Options vested/exercisable: | |||||||||||||
Grant date fair value of options vested | $ | 3,250,365 | $ | 3,059,084 | $ | 2,860,267 | |||||||
Aggregate intrinsic value of options vested and exercisable at end of period | $ | 17,827,707 | $ | 12,640,576 | $ | 9,435,144 | |||||||
The aggregate intrinsic value of options outstanding represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each fiscal year and the exercise price, multiplied by the number of options where the exercise price exceeds the fair value) that would have been received by the option holders had all option holders exercised their options as of December 31, 2014, 2013 and 2012, respectively. These amounts change based on the fair market value of the Company's stock, which was $29.20, $21.48 and $17.97, on the last business day of the years ended December 31, 2014, 2013 and 2012, respectively. The weighted-average grant-date fair market value for 2013 option grants was $6.29. | |||||||||||||
Restricted Stock Awards | |||||||||||||
In 2014, the Company awarded restricted shares to certain key employees that vest primarily based on their continued employment. The value of these awards is established by the market price on the date of the grant and is being expensed ratably over the vesting period of the award. The following table summarizes these nonvested restricted share grants as of December 31, 2014: | |||||||||||||
Number of Restricted Shares | |||||||||||||
Nonvested at December 31, 2013 | 599,545 | ||||||||||||
Granted | 184,157 | ||||||||||||
Vested | (187,594 | ) | |||||||||||
Forfeitures | (32,413 | ) | |||||||||||
Nonvested at December 31, 2014 | 563,695 | ||||||||||||
In 2014, 2013 and 2012, the Company recorded $3,520,439, $2,673,769 and $1,772,914 in compensation expense with corresponding tax benefits of $1,372,971, $1,042,770 and $691,436 for restricted stock awards, respectively. | |||||||||||||
Performance Based Shares | |||||||||||||
The Company granted 34,328 shares of performance stock to key executives during the year ended December 31, 2013. In accordance with ASC 718-10-20 Compensation - Stock Compensation, the Company evaluated whether the shares would be earned at December 31, 2014. The Company does not expect the financial targets, which need to be achieved in order for the shares to vest, to be met. As a result, none of the performance based shares will be earned and there was no expense recognized for the year ended December 31, 2014. | |||||||||||||
Performance and Market-Based Stock | |||||||||||||
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 year ended December 31, 2014. In 2014, the Company recorded $405,066 in compensation expense with corresponding tax benefits of $157,976. |
Benefit_Plans_Notes
Benefit Plans (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Benefit Plans |
The Company adopted a 401(k) savings plan effective September 1, 2005, covering all of the Company's employees upon hiring date. Employees may contribute a percentage of eligible compensation on both a before-tax basis and an after-tax basis. The Company has the right to make discretionary contributions to the plan. For the years ended December 31, 2014, 2013 and 2012, the Company contributed $564,407, $320,775 and $148,789, respectively. |
Significant_Customer_Concentra
Significant Customer Concentration (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Significant Customer Concentration | Significant Customer Concentration |
For the years ended December 31, 2014, 2013 and 2012, all revenue consisted of sales generated from customers that were individually less than 10% of the Company's total revenue. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) | |||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter(1) | Quarter(2) | Quarter | Quarter | |||||||||||||
Revenue | $ | 247,670,217 | $ | 305,119,867 | $ | 320,565,829 | $ | 300,026,847 | ||||||||
Net revenue | 42,210,126 | 53,337,470 | 58,430,050 | 54,239,784 | ||||||||||||
Net income | 2,429,959 | 4,244,217 | 5,457,604 | 4,655,778 | ||||||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.11 | $ | 0.18 | $ | 0.24 | $ | 0.2 | ||||||||
Diluted | $ | 0.1 | $ | 0.18 | $ | 0.23 | $ | 0.2 | ||||||||
Year Ended December 31, 2013 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter(3) | Quarter | Quarter | Quarter | |||||||||||||
Revenue | $ | 203,977,378 | $ | 224,050,929 | $ | 234,842,526 | $ | 221,322,456 | ||||||||
Net revenue | 38,451,279 | 39,659,974 | 40,583,249 | 36,955,262 | ||||||||||||
Net income | 2,976,632 | 4,122,617 | 4,362,325 | 2,741,040 | ||||||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.13 | $ | 0.18 | $ | 0.19 | $ | 0.12 | ||||||||
Diluted | $ | 0.13 | $ | 0.18 | $ | 0.19 | $ | 0.12 | ||||||||
____________________ | ||||||||||||||||
-1 | The Company acquired OFS in January 2014 and Comcar in February 2014. The financial results of these acquisition are included in the consolidated financial statements beginning on their respective acquisition dates. | |||||||||||||||
-2 | The Company acquired One Stop in May 2014 and the financial results of this acquisition are included in the consolidated financial statements beginning May 12, 2014. | |||||||||||||||
-3 | The Company acquired Open Mile in March 2013 and the financial results of this acquisition are included in the consolidated financial statements beginning March 11, 2013. |
Legal_Matters_Notes
Legal Matters (Notes) | 12 Months Ended |
Dec. 31, 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. | |
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 sought 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. On October 23, 2014, the Court awarded the Company $3,013,831 in compensatory damages and $2,044,420 in punitive damages. The Company has not received the awarded damages and has not recorded a gain related to this ruling as of December 31, 2014. | |
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. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||
Valuation and Qualifying Accounts | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Allowance for doubtful accounts: | |||||||||||||
Balance at beginning of year | $ | 1,792,012 | $ | 2,745,419 | $ | 3,017,742 | |||||||
Provision, charged to expense | 1,937,227 | 1,229,134 | 2,114,360 | ||||||||||
Write-offs, less recoveries | (2,502,942 | ) | (2,182,541 | ) | (2,386,683 | ) | |||||||
Balance at end of year | $ | 1,226,297 | $ | 1,792,012 | $ | 2,745,419 | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 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 accounting principles generally accepted in the United States (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 value of the Company's financial instruments, 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 due to seller liabilities are determined based on the likelihood of contingent earn-out payments. | ||
Revenue Recognition | Revenue Recognition | |
In accordance with ASC Topic 605-20 Revenue Recognition - Services, transportation revenue and related transportation costs are recognized when the shipment has been delivered by a third-party carrier. Fee for service revenue is recognized when the services have been rendered. At the time of delivery or rendering of services, as applicable, the Company's obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. | ||
In accordance with ASC Topic 605-45 Revenue Recognition - Principal Agent Considerations, the Company generally recognizes revenue on a gross basis, as opposed to a net basis similar to a commission arrangement, because it bears the risks and benefits associated with revenue-generated activities by, among other things: (1) acting as a principal in the transaction; (2) establishing prices; (3) managing all aspects of the shipping process; and (4) taking the risk of loss for collection, delivery, and returns. Certain transactions to provide specific services are recorded at the net amount charged to the client due to the following key factors: (a) the Company does not have latitude in establishing pricing; and (b) the Company has credit risk for only the net revenue earned from its client while the carrier has credit risk for the transportation costs. Net revenue equals revenue minus transportation costs. | ||
Rebates | Rebates | |
The Company has entered into agreements with certain clients to rebate to them a portion of the costs that they pay to the Company for transportation services, based on certain conditions and/or pricing schedules that are specific to each individual agreement, but that are typically constructed as a percentage of the costs that its clients incur. | ||
Rebates are recognized at the same time that the related transportation revenue is recognized and are recorded as a reduction of transportation revenue. | ||
Segment Reporting | Segment Reporting | |
The Company applies the provisions of ASC Topic 280 Segment Reporting, which establishes accounting standards for segment reporting. | ||
The Company's chief operating decision-maker assesses performance and makes resource allocation decisions for the business as a single operating segment, transportation and logistics service. Therefore, the Company has only one reportable segment in accordance with this guidance. The Company has provided all enterprise wide disclosures required by this guidance. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | |
Accounts receivable are uncollateralized customer obligations due under normal trade terms. Invoices require payment within 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices 90 days past due are considered delinquent. The Company generally does not charge interest on past due amounts. | ||
The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in client collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows: | ||
Computer equipment and software | 3 years | |
Office equipment | 5 years | |
Furniture and fixtures | 7 years | |
Internal Use Software | Internal Use Software | |
The Company has adopted the provisions of ASC Topic 350-40 Internal Use Software. Accordingly, certain costs incurred in the planning and evaluation stage of internal use computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal use software costs are amortized over the expected economic life of three years using the straight-line method. | ||
Goodwill and Other Intangibles | Goodwill and Other Intangibles | |
Goodwill represents the excess of consideration transferred over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with ASC Topic 350 Intangibles - Goodwill and Other, goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. In September 2011, the FASB approved ASU (Accounting Standard Update) No. 2011-08, “Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” This ASU permits an entity to first assess qualitative factors to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. After assessing qualitative factors, if an entity determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, no further testing is necessary. For goodwill impairment test purposes, the Company is considered one reporting unit. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting unit and the net fair values of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge. Absent any special circumstances that could require an interim test, the Company has elected to test for goodwill impairment during the fourth quarter of each year. Topic 350 also requires that intangible assets with finite lives be amortized over their respective estimated useful lives and reviewed for impairment whenever impairment indicators exist in accordance with ASC Topic 360 Property, Plant and Equipment. The Company's intangible assets consist of customer relationships, non-compete agreements, and trade names, which are being amortized on an accelerated basis over their estimated weighted-average useful lives of 10.1 years, 4.2 years and 4.4 years, respectively. | ||
Income Taxes | Income Taxes | |
The Company accounts for income taxes in accordance with ASC Topic 740 Income Taxes, under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. | ||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. | ||
Stock-Based Compensation | Stock-Based Compensation | |
The Company accounts for stock-based compensation in accordance with ASC Topic 718 Compensation - Stock Compensation which requires all share-based payments to employees, including grants of stock options, to be recognized in the income statement based upon their fair values. Share-based employee compensation costs are recognized as a component of selling, general and administrative expense in the consolidated statements of income. | ||
Benefit Plans | Benefit Plans | |
The Company adopted a 401(k) savings plan effective September 1, 2005, covering all of the Company's employees upon hiring date. Employees may contribute a percentage of eligible compensation on both a before-tax basis and an after-tax basis. The Company has the right to make discretionary contributions to the plan. | ||
Self Insurance Reserve [Policy Text Block] | Self-Insurance Liability | |
Since January 2014, the Company has been self-insured for its employee health plans and records a liability that represents its estimated cost of claims incurred and unpaid as of the balance sheet date. The Company's estimated liability is not discounted and is based on a number of assumptions and factors, including historical trends, actuarial assumptions and economic conditions, and is closely monitored and adjusted when warranted by changing circumstances. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Useful lives of property and equipment | The estimated useful lives, by asset class, are as follows: | |||||||
Computer equipment and software | 3 years | |||||||
Office equipment | 5 years | |||||||
Furniture and fixtures | 7 years | |||||||
Property and equipment at December 31, 2014 and 2013, consisted of the following: | ||||||||
2014 | 2013 | |||||||
Computer equipment | $ | 10,063,187 | $ | 6,867,222 | ||||
Software, including internal use software | 46,303,704 | 36,699,184 | ||||||
Furniture, fixtures and office equipment | 8,254,664 | 5,532,757 | ||||||
64,621,555 | 49,099,163 | |||||||
Less accumulated depreciation | (43,344,846 | ) | (33,562,332 | ) | ||||
$ | 21,276,709 | $ | 15,536,831 | |||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 years ended December 31, 2014, 2013 and 2012 as if the Company had acquired OFS, Comcar and One Stop as of January 1, 2013 and as if the Company had acquired Sharp and Purple Plum as of January 1, 2012. This unaudited pro forma supplemental information includes the historical financial results of the Company and the acquired businesses, adjusted to record intangible asset amortization as if the acquisitions had occurred on January 1 of the respective years discussed above, 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. | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue | $ | 1,196,808,807 | $ | 998,640,709 | $ | 819,538,516 | ||||||
Income from operations | 28,833,119 | 26,972,566 | 24,348,949 | |||||||||
Net income | 17,589,788 | 16,546,700 | 15,734,327 | |||||||||
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 | 5,369,508 | |||||||||||
Property and equipment | 17,137 | |||||||||||
Other Assets | 12,446 | |||||||||||
Goodwill | 19,608,066 | |||||||||||
Intangible Assets | 16,800,000 | |||||||||||
Total Assets Acquired | $ | 41,807,157 | ||||||||||
Accounts Payable | $ | 4,178,399 | ||||||||||
Accrued Expenses | 137,834 | |||||||||||
Total Liabilities Assumed | $ | 4,316,233 | ||||||||||
Total Consideration Transferred | $ | 37,490,924 | ||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | This $37,490,924 will be paid in four separate payments, as follows: | |||||||||||
Fair value of consideration transferred: | ||||||||||||
Cash Payment made at Closing | $ | 19,262,980 | ||||||||||
Working Capital Payment made in September 2014 | 720,444 | |||||||||||
Cash Payment due in January 2015 | 13,782,500 | |||||||||||
Cash Payment due in May 2015 | 3,725,000 | |||||||||||
Total | $ | 37,490,924 | ||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Financial liabilities measured at fair value on a recurring basis | The following table sets forth the Company's financial assets and liabilities measured at fair value on a recurring basis and the basis of measurement as of December 31, 2014 and 2013: | |||||||||||||||
Fair Value Measurements as of December 31, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Liabilities: | ||||||||||||||||
Contingent consideration obligation | $ | (5,331,078 | ) | $ | — | $ | — | $ | (5,331,078 | ) | ||||||
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 January 1, 2013 | $ | (10,664,251 | ) | |||||||||||||
Change in fair value | (101,181 | ) | ||||||||||||||
Payment of contingent consideration | 3,615,000 | |||||||||||||||
Balance at December 31, 2013 | (7,150,432 | ) | ||||||||||||||
Increase related to acquisition of OFS | (880,000 | ) | ||||||||||||||
Change in fair value | (2,160,316 | ) | ||||||||||||||
Payment of contingent consideration | 4,859,670 | |||||||||||||||
Balance at December 31, 2014 | $ | (5,331,078 | ) |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Components of property and equipment | The estimated useful lives, by asset class, are as follows: | |||||||
Computer equipment and software | 3 years | |||||||
Office equipment | 5 years | |||||||
Furniture and fixtures | 7 years | |||||||
Property and equipment at December 31, 2014 and 2013, consisted of the following: | ||||||||
2014 | 2013 | |||||||
Computer equipment | $ | 10,063,187 | $ | 6,867,222 | ||||
Software, including internal use software | 46,303,704 | 36,699,184 | ||||||
Furniture, fixtures and office equipment | 8,254,664 | 5,532,757 | ||||||
64,621,555 | 49,099,163 | |||||||
Less accumulated depreciation | (43,344,846 | ) | (33,562,332 | ) | ||||
$ | 21,276,709 | $ | 15,536,831 | |||||
Intangibles_and_Other_Assets_T
Intangibles and Other Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Roll-forward of goodwill | The following is a summary of goodwill as of December 31: | |||||||||
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 December 31, 2013 | 51,650,060 | |||||||||
Goodwill acquired related to the purchase of OFS | 4,309,146 | |||||||||
Goodwill acquired related to the purchase of Comcar | 2,342,265 | |||||||||
Goodwill acquired related to the purchase of One Stop | 19,608,066 | |||||||||
Balance as of December 31, 2014 | $ | 77,909,537 | ||||||||
Summary of amortizable intangible assets | The following is a summary of amortizable intangible assets as of December 31, 2014 and December 31, 2013: | |||||||||
December 31, 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 | (15,046,556 | ) | (11,120,733 | ) | ||||||
Intangible assets, net | $ | 30,871,423 | $ | 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: | |||||||||
2015 | $ | 4,383,929 | ||||||||
2016 | 4,054,062 | |||||||||
2017 | 3,741,285 | |||||||||
2018 | 3,337,180 | |||||||||
2019 | 2,907,854 | |||||||||
Thereafter | 12,447,113 | |||||||||
$ | 30,871,423 | |||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Components of accrued liabilities | The components of accrued expenses at December 31, 2014 and December 31, 2013 are as follows: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Accrued compensation | $ | 11,359,446 | $ | 4,147,590 | ||||
Accrued rebates | 2,572,544 | 2,298,476 | ||||||
Accrued employee benefits | 1,643,713 | 67,639 | ||||||
Deferred rent | 293,853 | 263,893 | ||||||
Other | 3,626,444 | 1,544,519 | ||||||
Total accrued expenses | $ | 19,496,000 | $ | 8,322,117 | ||||
Commitments_and_Contingencies_1
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Future minimum annual rental payments | Future minimum annual rental payments for the next five years and thereafter, excluding immaterial sublease income, are as follows: | |||
Operating | ||||
Leases | ||||
2015 | $ | 4,388,094 | ||
2016 | 4,223,397 | |||
2017 | 3,833,920 | |||
2018 | 3,029,088 | |||
2019 | 2,744,764 | |||
Thereafter | 2,484,881 | |||
$ | 20,704,144 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Changes in unrecognized tax benefits | The following is a reconciliation of the total amounts of unrecognized tax benefits excluding interest and penalties for the years ended December 31, 2014 and 2013: | |||||||||||
2014 | 2013 | |||||||||||
Balance at January 1 | $ | 337,983 | $ | 171,551 | ||||||||
Gross increases — current period tax positions | 257,955 | 166,432 | ||||||||||
Balance at December 31 | $ | 595,938 | $ | 337,983 | ||||||||
Components of provision for income taxes | The provision for income taxes consists of the following components for the years ended December 31, 2014, 2013 and 2012: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 8,326,480 | $ | 6,928,141 | $ | 7,837,021 | ||||||
State | 1,435,511 | 1,084,663 | 1,138,496 | |||||||||
Total current | 9,761,991 | 8,012,804 | 8,975,517 | |||||||||
Deferred: | ||||||||||||
Federal | 560,345 | 404,395 | (1,130,239 | ) | ||||||||
State | 169,255 | 228,289 | (68,435 | ) | ||||||||
Total deferred | 729,600 | 632,684 | (1,198,674 | ) | ||||||||
Income tax expense | $ | 10,491,591 | $ | 8,645,488 | $ | 7,776,843 | ||||||
Reconciliation of effective income tax rate | The provision for income taxes for the years ended December 31, 2014, 2013 and 2012 differs from the amount computed by applying the U.S. federal income tax rate of 35% to pretax income because of the effect of the following items: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax expense at U.S. federal income tax rate | $ | 9,547,702 | $ | 7,996,836 | $ | 7,034,390 | ||||||
State income taxes, net of federal income tax effect | 951,284 | 751,257 | 558,962 | |||||||||
Nondeductible expenses and other | 176,878 | 71,282 | 128,137 | |||||||||
Effect of state rate change on deferred items | 8,402 | 18,570 | 32,714 | |||||||||
Research and development credit | (360,584 | ) | (449,679 | ) | — | |||||||
Changes in unrecognized tax benefits | 182,385 | 166,432 | 14,291 | |||||||||
Provision to return adjustments | (14,476 | ) | 90,790 | 8,349 | ||||||||
$ | 10,491,591 | $ | 8,645,488 | $ | 7,776,843 | |||||||
Components of deferred tax assets and liabilities | At December 31, 2014 and 2013, the Company's deferred tax assets and liabilities consisted of the following: | |||||||||||
2014 | 2013 | |||||||||||
Current deferred tax assets: | ||||||||||||
Reserves and allowances | $ | 2,018,366 | $ | 2,018,782 | ||||||||
Noncurrent deferred tax assets: | ||||||||||||
Intangible assets | 474,638 | 505,928 | ||||||||||
Stock options | 2,450,556 | 1,980,555 | ||||||||||
Research and development credit | (520,367 | ) | (337,983 | ) | ||||||||
Net operating loss carryforward | — | 4,966 | ||||||||||
Total noncurrent deferred tax assets | 2,404,827 | 2,153,466 | ||||||||||
Total deferred tax assets | 4,423,193 | 4,172,248 | ||||||||||
Total current deferred tax liability: | ||||||||||||
Prepaid and other expenses | 1,023,195 | 1,075,042 | ||||||||||
Noncurrent deferred tax liabilities: | ||||||||||||
Property and equipment | 6,738,462 | 5,700,892 | ||||||||||
Total deferred tax liabilities | 7,761,657 | 6,775,934 | ||||||||||
Net deferred tax liability | $ | (3,338,464 | ) | $ | (2,603,686 | ) |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 years ended December 31, 2014, 2013 and 2012 are as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income | $ | 16,787,558 | $ | 14,202,614 | $ | 12,321,414 | ||||||
Denominator: | ||||||||||||
Denominator for basic earnings per share - weighted-average shares | 23,044,029 | 22,860,661 | 22,357,046 | |||||||||
Effect of dilutive securities: | ||||||||||||
Employee stock options | 590,312 | 543,322 | 541,635 | |||||||||
Denominator for dilutive earnings per share | 23,634,341 | 23,403,983 | 22,898,681 | |||||||||
Basic net income per common share | $ | 0.73 | $ | 0.62 | $ | 0.55 | ||||||
Diluted net income per common share | $ | 0.71 | $ | 0.61 | $ | 0.54 | ||||||
Stock_Based_Compensation_Plans1
Stock Based Compensation Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Assumptions utilized in the valuation for options granted | The following assumptions were utilized in the valuation for options granted in 2013. | ||||||||||||
2013 | |||||||||||||
Dividend yield | — | ||||||||||||
Risk-free interest rate | 1.7 | % | |||||||||||
Weighted-average expected life | 5.5 years | ||||||||||||
Volatility | 35 | % | |||||||||||
Summary of stock option activity | A summary of stock option activity is as follows: | ||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term (Years) | |||||||||||||
Outstanding at January 1, 2012 | 1,601,856 | $ | 8.56 | 6.9 | $ | 12,152,215 | |||||||
Granted | — | — | |||||||||||
Exercised | (287,855 | ) | 5.97 | 3,455,275 | |||||||||
Forfeited or canceled | (69,125 | ) | 11.25 | ||||||||||
Outstanding at December 31, 2012 | 1,244,876 | $ | 9.01 | 6 | $ | 11,145,479 | |||||||
Granted | 3,000 | 17.94 | |||||||||||
Exercised | (112,990 | ) | 10 | 1,296,867 | |||||||||
Forfeited or canceled | (35,660 | ) | 11.99 | ||||||||||
Outstanding at December 31, 2013 | 1,099,226 | $ | 8.83 | 5 | $ | 13,899,986 | |||||||
Granted | — | — | |||||||||||
Exercised | (173,727 | ) | 6.2 | 3,995,095 | |||||||||
Forfeited or canceled | (3,610 | ) | 12.2 | ||||||||||
Outstanding at December 31, 2014 | 921,889 | $ | 9.32 | 4.2 | $ | 18,329,554 | |||||||
Options vested and exercisable at December 31, 2014 | 892,883 | $ | 9.23 | 4.1 | $ | 17,827,707 | |||||||
Stock options granted and vested | The following table provides information about stock options granted and vested in the years ended December 31: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Options granted: | |||||||||||||
Range of exercise prices per share of options granted | — | $ | 17.94 | — | |||||||||
Options vested/exercisable: | |||||||||||||
Grant date fair value of options vested | $ | 3,250,365 | $ | 3,059,084 | $ | 2,860,267 | |||||||
Aggregate intrinsic value of options vested and exercisable at end of period | $ | 17,827,707 | $ | 12,640,576 | $ | 9,435,144 | |||||||
Nonvested restricted share grants | The following table summarizes these nonvested restricted share grants as of December 31, 2014: | ||||||||||||
Number of Restricted Shares | |||||||||||||
Nonvested at December 31, 2013 | 599,545 | ||||||||||||
Granted | 184,157 | ||||||||||||
Vested | (187,594 | ) | |||||||||||
Forfeitures | (32,413 | ) | |||||||||||
Nonvested at December 31, 2014 | 563,695 | ||||||||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Components of quarterly finacial data | ||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter(1) | Quarter(2) | Quarter | Quarter | |||||||||||||
Revenue | $ | 247,670,217 | $ | 305,119,867 | $ | 320,565,829 | $ | 300,026,847 | ||||||||
Net revenue | 42,210,126 | 53,337,470 | 58,430,050 | 54,239,784 | ||||||||||||
Net income | 2,429,959 | 4,244,217 | 5,457,604 | 4,655,778 | ||||||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.11 | $ | 0.18 | $ | 0.24 | $ | 0.2 | ||||||||
Diluted | $ | 0.1 | $ | 0.18 | $ | 0.23 | $ | 0.2 | ||||||||
Year Ended December 31, 2013 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter(3) | Quarter | Quarter | Quarter | |||||||||||||
Revenue | $ | 203,977,378 | $ | 224,050,929 | $ | 234,842,526 | $ | 221,322,456 | ||||||||
Net revenue | 38,451,279 | 39,659,974 | 40,583,249 | 36,955,262 | ||||||||||||
Net income | 2,976,632 | 4,122,617 | 4,362,325 | 2,741,040 | ||||||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.13 | $ | 0.18 | $ | 0.19 | $ | 0.12 | ||||||||
Diluted | $ | 0.13 | $ | 0.18 | $ | 0.19 | $ | 0.12 | ||||||||
____________________ | ||||||||||||||||
-1 | The Company acquired OFS in January 2014 and Comcar in February 2014. The financial results of these acquisition are included in the consolidated financial statements beginning on their respective acquisition dates. | |||||||||||||||
-2 | The Company acquired One Stop in May 2014 and the financial results of this acquisition are included in the consolidated financial statements beginning May 12, 2014. | |||||||||||||||
-3 | The Company acquired Open Mile in March 2013 and the financial results of this acquisition are included in the consolidated financial statements beginning March 11, 2013. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | |||
Accounting Policies [Abstract] | |||
Number of reportable segments | 1 | ||
Accounts receivable and allowance for doubtful accounts: | |||
Self Insurance Reserve, Current | $725,743 | ||
Duration past due considered delinquent | 90 days | ||
Bad debt expense | $1,937,227 | $1,229,134 | $2,114,360 |
Minimum | |||
Accounts receivable and allowance for doubtful accounts: | |||
Duration invoices require payment | 30 days | ||
Maximum | |||
Accounts receivable and allowance for doubtful accounts: | |||
Duration invoices require payment | 90 days |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property and equipment: | |||
Amortization | ($9,950,256) | ($8,192,981) | ($6,954,045) |
Property and equipment, net | 21,276,709 | 15,536,831 | |
Computer equipment and software | |||
Property and equipment: | |||
Property and equipment, useful life | 3 years | ||
Internally developed software | |||
Property and equipment: | |||
Property and equipment, useful life | 3 years | ||
Amortization | -7,572,039 | -6,394,788 | -5,188,637 |
Property and equipment, net | $13,687,293 | $11,654,812 | |
Office equipment | |||
Property and equipment: | |||
Property and equipment, useful life | 5 years | ||
Furniture and fixtures | |||
Property and equipment: | |||
Property and equipment, useful life | 7 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Goodwill and Other Intangibles (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and other intangibles: | |
Weighted average useful life | 10 years 0 months |
Customer relationships | |
Goodwill and other intangibles: | |
Weighted average useful life | 10 years 1 month |
Noncompete agreements | |
Goodwill and other intangibles: | |
Weighted average useful life | 4 years 2 months 24 days |
Trade names | |
Goodwill and other intangibles: | |
Weighted average useful life | 4 years 5 months |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 01, 2014 | Feb. 01, 2014 | 12-May-14 | Mar. 11, 2013 | Feb. 05, 2015 | |
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Pro Forma Revenue | $1,196,808,807 | $998,640,709 | $819,538,516 | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years 0 months | |||||||
Change in contingent consideration due to seller | 2,160,316 | 101,181 | -129,944 | |||||
Business Acquisition, Pro Forma Operating Income (Loss) | 28,833,119 | 26,972,566 | 24,348,949 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | 17,589,788 | 16,546,700 | 15,734,327 | |||||
Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years 1 month | |||||||
Open Mile, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | -2,025,000 | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 579,972 | |||||||
Goodwill, Acquired During Period | 579,972 | |||||||
Online Freight Services, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | -9,460,742 | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 3,429,146 | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,500,000 | |||||||
Goodwill, Acquired During Period | 4,309,146 | |||||||
Business Acquisition, Contingent Consideration, Goodwill Related to Contingent Consideration | 880,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 4,850,000 | |||||||
Change in contingent consideration due to seller | 480,000 | |||||||
Business Acquisition, Contingent Consideration, at Fair Value as of the Balance Sheet Date | 1,360,000 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 64,100,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 800,000 | |||||||
Comcar Logistics, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | -4,900,930 | |||||||
Goodwill, Acquired During Period | 2,342,265 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,500,000 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 16,900,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 100,000 | |||||||
One Stop Logistics, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | |||||||
Finite-Lived Intangible Asset, Useful Life | 12 years | |||||||
Business Combination, Payment Made at closing | 19,262,980 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 37,490,924 | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 19,608,066 | |||||||
Goodwill, Acquired During Period | 19,608,066 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 38,900,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 1,200,000 | |||||||
Business Combination, Working Cap Payment | 720,444 | |||||||
Business Combination, Payment Due in Jan 2015 | 13,782,500 | |||||||
Business Combination, Payment Due in Mar 2015 | 3,725,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 5,369,508 | |||||||
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 | 12,446 | |||||||
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 | 41,807,157 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 4,178,399 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 137,834 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 4,316,233 | |||||||
Subsequent Event [Member] | Xpress Solutions, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | -6,170,761 | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $3,000,000 |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair value measurement: | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | ($880,000) | |
Minimum | ||
Fair value measurement: | ||
Business Acquisition, Contingent Consideration, Discount Rate Used to Determine Fair Value | 3.00% | |
Maximum | ||
Fair value measurement: | ||
Business Acquisition, Contingent Consideration, Discount Rate Used to Determine Fair Value | 17.50% | |
Level 3 | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Balance at beginning of period | -7,150,432 | -10,664,251 |
Change in fair value | -2,160,316 | -101,181 |
Payment of contingent consideration | 4,859,670 | 3,615,000 |
Balance at end of period | -5,331,078 | -7,150,432 |
Level 3 | Lubenow | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 280,000 | 280,000 |
Level 3 | Freight Management, Inc. | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 520,000 | 520,000 |
Level 3 | FLI | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 305,000 | 305,000 |
Level 3 | Advantage Transport, Inc. | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 925,000 | |
Level 3 | Trailer Transport Systems | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 625,000 | 625,000 |
Level 3 | DNA | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 960,000 | 960,000 |
Level 3 | DSI | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 520,000 | |
Level 3 | Sharp Freight Systems, Inc. | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 287,170 | |
Level 3 | Nationwide Traffic Services, LLC. | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 437,500 | |
Level 3 | Advantage Transport | Contingent consideration | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Payment of contingent consideration | 925,000 | |
Level 3 | Selling, general and administrative expenses | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Change in fair value | -2,160,316 | -101,181 |
Fair Value, Measurements, Recurring | Contingent consideration | ||
Liabilities: | ||
Contingent consideration obligation | -5,331,078 | -7,150,432 |
Fair Value, Measurements, Recurring | Level 1 | Contingent consideration | ||
Liabilities: | ||
Contingent consideration obligation | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Contingent consideration | ||
Liabilities: | ||
Contingent consideration obligation | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Contingent consideration | ||
Liabilities: | ||
Contingent consideration obligation | ($5,331,078) | ($7,150,432) |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Components of property and equipment: | |||
Property and equipment, gross | $64,621,555 | $49,099,163 | |
Less accumulated depreciation | -43,344,846 | -33,562,332 | |
Property and equipment, net | 21,276,709 | 15,536,831 | |
Depreciation expense | 9,950,256 | 8,192,981 | 6,954,045 |
Computer equipment | |||
Components of property and equipment: | |||
Property and equipment, gross | 10,063,187 | 6,867,222 | |
Software, including internal use software | |||
Components of property and equipment: | |||
Property and equipment, gross | 46,303,704 | 36,699,184 | |
Furniture and fixtures | |||
Components of property and equipment: | |||
Property and equipment, gross | $8,254,664 | $5,532,757 |
Intangibles_and_Other_Assets_G
Intangibles and Other Assets - Goodwill (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2013 | Jan. 01, 2014 | Feb. 01, 2014 | 12-May-14 | Dec. 31, 2014 | Dec. 31, 2012 | |
Goodwill roll-forward: | ||||||
Balance at beginning of period | $77,909,537 | $51,073,903 | ||||
Balance at end of period | 51,650,060 | 77,909,537 | 51,073,903 | |||
Sharp Freight Systems, Inc. | ||||||
Goodwill roll-forward: | ||||||
Purchase price adjustment | -3,815 | |||||
Sharp Freight Systems, Inc. | ||||||
Goodwill roll-forward: | ||||||
Goodwill acquired related to the purchase of business | 4,309,146 | |||||
Comcar Logistics, LLC [Member] | ||||||
Goodwill roll-forward: | ||||||
Goodwill acquired related to the purchase of business | 2,342,265 | |||||
Open Mile, Inc. [Member] | ||||||
Goodwill roll-forward: | ||||||
Goodwill acquired related to the purchase of business | $19,608,066 |
Intangibles_and_Other_Assets_I
Intangibles and Other Assets - Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of amortizable intangible assets: | |||
Finite-lived intangible assets, gross | $45,917,979 | $21,767,979 | |
Less accumulated amortization | -15,046,556 | -11,120,733 | |
Intangible assets, net | 30,871,423 | 10,647,246 | |
Weighted average useful life | 10 years 0 months | ||
Amortization of expense | 3,925,823 | 2,371,676 | 2,185,187 |
Estimated amortization expense for the next five years and thereafter: | |||
2014 | 4,383,929 | ||
2015 | 4,054,062 | ||
2017 | 3,741,285 | ||
2018 | 3,337,180 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 2,907,854 | ||
Thereafter | 12,447,113 | ||
Intangible assets, net | 30,871,423 | 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 24 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_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Other noncurrent liabilities | $1,502,019 | $1,573,780 |
Accrued expenses: | ||
Accrued compensation | 11,359,446 | 4,147,590 |
Accrued rebates | 2,572,544 | 2,298,476 |
Accrued Employee Benefits | 1,643,713 | 67,639 |
Deferred rent | 293,853 | 263,893 |
Other | 3,626,444 | 1,544,519 |
Total accrued expenses | $19,496,000 | $8,322,117 |
Revolving_Credit_Facility_Deta
Revolving Credit Facility (Details) (Revolving Credit Facility [Member], USD $) | Dec. 31, 2014 | 2-May-14 | Dec. 31, 2013 |
Revolving Credit Facility [Member] | |||
Line of credit: | |||
Maximum borrowing capacity | $50,000,000 | $10,000,000 | |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 20,000,000 | ||
Letters of Credit Outstanding, Amount | 14,500,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | $35,500,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2007 | |
Commitments and contingencies: | ||||
Operating leases, rent expense | $4,361,734 | $3,821,934 | $3,026,941 | |
Operating leases, future minimum annual rental payments: | ||||
2014 | 4,388,094 | |||
2015 | 4,223,397 | |||
2016 | 3,833,920 | |||
2017 | 3,029,088 | |||
2018 | 2,744,764 | |||
Thereafter | 2,484,881 | |||
Future minimum annual rental payments | 20,704,144 | |||
Minimum | ||||
Commitments and contingencies: | ||||
Operating leases, escalating base monthly rental expense | 195,830 | |||
Maximum | ||||
Commitments and contingencies: | ||||
Operating leases, escalating base monthly rental expense | $238,643 |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Income Tax Reconciliation, Unrecognized Tax Benefits Reassessment | $182,385 | $166,432 | $14,291 |
Changes in unrecognized tax benefits: | |||
Unrecognized tax benefits, balance at beginning of period | 337,983 | 171,551 | |
Gross increases - current period tax positions | 257,955 | 166,432 | |
Unrecognized tax benefits, balance at end of period | $595,938 | $337,983 | $171,551 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | |||
Federal | $8,326,480 | $6,928,141 | $7,837,021 |
State | 1,435,511 | 1,084,663 | 1,138,496 |
Total current | 9,761,991 | 8,012,804 | 8,975,517 |
Deferred: | |||
Federal | 560,345 | 404,395 | -1,130,239 |
State | 169,255 | 228,289 | -68,435 |
Total deferred | 729,600 | 632,684 | -1,198,674 |
Income tax expense | $10,491,591 | $8,645,488 | $7,776,843 |
Income_Taxes_Income_Tax_Reconc
Income Taxes - Income Tax Reconciliation (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal income tax rate | 35.00% | 35.00% | 35.00% |
Reconciliation of effective tax rate: | |||
Tax expense at U.S. federal income tax rate | $9,547,702 | $7,996,836 | $7,034,390 |
State income taxes, net of federal income tax effect | 951,284 | 751,257 | 558,962 |
Nondeductible expenses and other | 176,878 | 71,282 | 128,137 |
Effect of state rate change on deferred items | 8,402 | 18,570 | 32,714 |
Research and development credit | -360,584 | -449,679 | 0 |
Changes in unrecognized tax benefits | 182,385 | 166,432 | 14,291 |
Provision to return adjustments | -14,476 | 90,790 | 8,349 |
Income tax expense | $10,491,591 | $8,645,488 | $7,776,843 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current deferred tax assets: | ||
Reserves and allowances | $2,018,366 | $2,018,782 |
Noncurrent deferred tax assets: | ||
Intangible assets | 474,638 | 505,928 |
Stock options | 2,450,556 | 1,980,555 |
Deferred Tax Liabilities, Deferred Expense, Capitalized Research and Development Costs | -520,367 | -337,983 |
Net operating loss carryforward | 0 | 4,966 |
Total noncurrent deferred tax assets | 2,404,827 | 2,153,466 |
Total deferred tax assets | 4,423,193 | 4,172,248 |
Total current deferred tax liability: | ||
Prepaid and other expenses | 1,023,195 | 1,075,042 |
Noncurrent deferred tax liabilities: | ||
Property and equipment | 6,738,462 | 5,700,892 |
Total deferred tax liabilities | 7,761,657 | 6,775,934 |
Total deferred tax liabilities | ($3,338,464) | ($2,603,686) |
Stockholders_Equity_Details
Stockholders' Equity (Details) | Dec. 31, 2014 |
Equity [Abstract] | |
Preferred stock, shares authorized for issuance | 2,500,000 |
Preferred stock, shares outstanding | 0 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Numerator: | |||||||||||
Net income | $4,655,778 | $5,457,604 | $4,244,217 | $2,429,959 | $2,741,040 | $4,362,325 | $4,122,617 | $2,976,632 | $16,787,558 | $14,202,614 | $12,321,414 |
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted-average shares (in shares) | 23,044,029 | 22,860,661 | 22,357,046 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options (in shares) | 590,312 | 543,322 | 541,635 | ||||||||
Denominator for dilutive earnings per share (in shares) | 23,634,341 | 23,403,983 | 22,898,681 | ||||||||
Basic net income per common share (USD per share) | $0.20 | $0.24 | $0.18 | $0.11 | $0.12 | $0.19 | $0.18 | $0.13 | $0.73 | $0.62 | $0.55 |
Diluted net income per share (USD per share) | $0.20 | $0.23 | $0.18 | $0.10 | $0.12 | $0.19 | $0.18 | $0.13 | $0.71 | $0.61 | $0.54 |
Stock options | |||||||||||
Anti-dilutive sercurities excluded from the calculation of earnings per share: | |||||||||||
Stock options excluded from the calculation of diluted earnings per share | 0 | 0 | 0 |
Stock_Based_Compensation_Plans2
Stock Based Compensation Plans (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | |
Employee_grantedoptions | ||||
Stock based compensation plans: | ||||
Options, outstanding, grants in period (in shares) | 0 | 3,000 | 0 | |
Employees Granted Stock Options During Period | 1 | |||
Exercise price range, lower limit (USD per share) | $0 | $0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 34,328 | |||
Total unrecognized compensation costs related to stock-based compensation | $8,068,512 | $8,886,769 | ||
Total unrecognized compensation costs related to stock-based compensation, period for recognition | 2 years 8 months 28 days | |||
Stock options | Vesting Ratably, Twelve Months [Member] | ||||
Stock based compensation plans: | ||||
Award vesting period | 12 months | |||
Restricted Stock [Member] | ||||
Stock based compensation plans: | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 184,157 | 252,198 | ||
Restricted Stock [Member] | Vesting Ratably, Thirty Months [Member] | ||||
Stock based compensation plans: | ||||
Award vesting period | 30 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,312 | |||
Restricted Stock [Member] | Vesting Ratably, Three Years [Member] | ||||
Stock based compensation plans: | ||||
Award vesting period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 21,562 | |||
Restricted Stock [Member] | Vesting Ratably, Four Years [Member] | ||||
Stock based compensation plans: | ||||
Award vesting period | 4 years | 4 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 173,845 | 226,136 | ||
Restricted Stock [Member] | Vesting Ratably, Five Years [Member] | ||||
Stock based compensation plans: | ||||
Award vesting period | 5 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,500 | |||
Restricted Stock [Member] | Minimum | ||||
Stock based compensation plans: | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Grant Date Fair Value | $16.10 | $18.29 | ||
Restricted Stock [Member] | Maximum | ||||
Stock based compensation plans: | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Grant Date Fair Value | $27.48 | $21.51 | ||
2008 Stock Incentive Plan | ||||
Stock based compensation plans: | ||||
Number of shares authorized for grant | 1,400,000 | |||
Number of award types issued | 2 | |||
2008 Stock Incentive Plan | Stock options | ||||
Stock based compensation plans: | ||||
Maximum term | 10 years | |||
2008 Stock Incentive Plan | Stock options | Minimum | ||||
Stock based compensation plans: | ||||
Award vesting period | 1 year | |||
2008 Stock Incentive Plan | Stock options | Maximum | ||||
Stock based compensation plans: | ||||
Award vesting period | 5 years |
Stock_Based_Compensation_Plans3
Stock Based Compensation Plans - Stock Option Awards (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock based compensation plans: | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $0 | $0 | ||
Options, outstanding: | ||||
Options, outstanding, beginning of period (in shares) | 1,099,226 | 1,244,876 | 1,601,856 | |
Options, outstanding, grants in period (in shares) | 0 | 3,000 | 0 | |
Options, outstanding, exercises in period (in shares) | -173,727 | -112,990 | -287,855 | |
Options, outstanding, forfeited or canceled in period (in shares) | -3,610 | -35,660 | -69,125 | |
Options, outstanding, end of period (in shares) | 921,889 | 1,099,226 | 1,244,876 | 1,601,856 |
Options, oustanding, exercisable (in shares) | 892,883 | |||
Options, weighted-average exercise price: | ||||
Options, outstanding, weighted average exercise price, beginning of period (USD per share) | $8.83 | $9.01 | $8.56 | |
Options, grants in period, weighted average exercise price (USD per share) | $0 | $17.94 | $0 | |
Options, exercises in period, weighted average exercise price (USD per share) | $6.20 | $10 | $5.97 | |
Options, forfeited or canceled in period, weighted average exercise price (USD per share) | $12.20 | $11.99 | $11.25 | |
Options, outstanding, weighted average exercise price, end of period (USD per share) | $9.32 | $8.83 | $9.01 | $8.56 |
Options, exercisable, weighted average exercise price (USD per share) | $9.23 | |||
Options, additional disclosures: | ||||
Options, oustanding, weighted average remaining contractual term | 4 years 1 month 28 days | 5 years 0 months | 6 years 0 months | 6 years 10 months 24 days |
Options, exercisable, weighted average remaining contractual term | 4 years 1 month 5 days | |||
Options, oustanding, aggregate intrinsic value | $18,329,554 | $13,899,986 | $11,145,479 | $12,152,215 |
Options, exercises in period, aggregate intrinsic value | 3,995,095 | 1,296,867 | 3,455,275 | |
Options, exercisable, aggregate intrinsic value | 17,827,707 | 9,435,144 | ||
Share Price | $29.20 | $21.48 | $17.97 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $6.29 | |||
Stock options | ||||
Stock based compensation plans: | ||||
Stock-based compensation expense | 479,921 | 664,909 | 953,327 | |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 187,169 | 259,314 | 371,798 | |
Assumptions utilized in the valuation for options granted: | ||||
Dividend yield | 0.00% | |||
Risk-free interest rate | 1.70% | |||
Weighted-average expected life | 5 years 5 months 18 days | |||
Volatility | 35.00% | |||
Exercise Price Range, Seventeen Point Nine Four [Member] [Member] | ||||
Stock based compensation plans: | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $17.94 | |||
Options, additional disclosures: | ||||
Options, exercisable, aggregate intrinsic value | $12,640,576 |
Stock_Based_Compensation_Plans4
Stock Based Compensation Plans - Exercise Price Range (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Stock-based compensation: | |||
Exercise price range, lower limit (USD per share) | $0 | $0 | |
Exercise price range, upper limit (USD per share) | $0 | $0 | |
Grant date fair value of options vested | $3,250,365 | $2,860,267 | |
Aggregate intrinsic value of options vested and exercisable at end of period | 17,827,707 | 9,435,144 | |
17.94 | |||
Stock-based compensation: | |||
Exercise price range, lower limit (USD per share) | $0 | ||
Exercise price range, upper limit (USD per share) | $17.94 | ||
Grant date fair value of options vested | 3,059,084 | ||
Aggregate intrinsic value of options vested and exercisable at end of period | $12,640,576 |
Stock_Based_Compensation_Plans5
Stock Based Compensation Plans - Restricted Stock Awards (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock based compensation plans: | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 3,000 | 0 |
Nonvested restricted share grants: | |||
Granted | 34,328 | ||
Restricted Stock [Member] | |||
Nonvested restricted share grants: | |||
Nonvested at December 31, 2013 | 599,545 | ||
Granted | 184,157 | 252,198 | |
Vested | -187,594 | ||
Forfeitures | -32,413 | ||
Nonvested at December 31, 2014 | 563,695 | 599,545 | |
Stock-based compensation expense | 3,520,439 | 2,673,769 | 1,772,914 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 1,372,971 | 1,042,770 | 691,436 |
Vesting Ratably, Thirty Months [Member] | Restricted Stock [Member] | |||
Nonvested restricted share grants: | |||
Granted | 10,312 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 30 months |
Stock_Based_Compensation_Plans6
Stock Based Compensation Plans - Performance Based Shares (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 34,328 |
Stock_Based_Compensation_Plans7
Stock Based Compensation Plans Performance and Market Based Stock (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 34,328 | |
Performance and Market Based Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 43,437 | |
Allocated Share-based Compensation Expense | $405,066 | |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $157,976 |
Benefit_Plans_Details
Benefit Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
401(k) savings plan: | |||
Discretionary contribution amount | $564,407 | $320,775 | $148,789 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $300,026,847 | $320,565,829 | $305,119,867 | $247,670,217 | $221,322,456 | $234,842,526 | $224,050,929 | $203,977,378 | $1,173,382,760 | $884,193,289 | $757,687,585 |
Net revenue | 54,239,784 | 58,430,050 | 53,337,470 | 42,210,126 | 36,955,262 | 40,583,249 | 39,659,974 | 38,451,279 | |||
Net income | $4,655,778 | $5,457,604 | $4,244,217 | $2,429,959 | $2,741,040 | $4,362,325 | $4,122,617 | $2,976,632 | $16,787,558 | $14,202,614 | $12,321,414 |
Net income per share: | |||||||||||
Basic (USD per share) | $0.20 | $0.24 | $0.18 | $0.11 | $0.12 | $0.19 | $0.18 | $0.13 | $0.73 | $0.62 | $0.55 |
Diluted (USD per share) | $0.20 | $0.23 | $0.18 | $0.10 | $0.12 | $0.19 | $0.18 | $0.13 | $0.71 | $0.61 | $0.54 |
Legal_Matters_Gain_Contingenci
Legal Matters - Gain Contingencies (Details) (Shipper Direct Logistics, Inc., USD $) | Aug. 31, 2012 | Oct. 23, 2014 | Jan. 31, 2013 |
Legal matters: | |||
Business Acquisition, Returned Purchase Price | $1,779,554 | ||
Positive outcome of litigation | |||
Legal matters: | |||
Potential monetary gain from litigation | 3,013,831 | 2,500,000 | |
Gain Contingency, Punitive Damages | $2,044,420 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (Allowance for doubtful accounts, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Allowance for doubtful accounts | |||
Movement in valuation and qualifying accounts: | |||
Balance at beginning of year | $1,792,012 | $2,745,419 | $3,017,742 |
Provision, charged to expense | 1,937,227 | 1,229,134 | 2,114,360 |
Write-offs, less recoveries | -2,502,942 | -2,182,541 | -2,386,683 |
Balance at end of year | $1,226,297 | $1,792,012 | $2,745,419 |