Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 25, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Echo Global Logistics, Inc. | ||
Entity Central Index Key | 1,426,945 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 30,041,412 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 912,545,581 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 56,522,194 | $ 32,542,119 |
Accounts receivable, net of allowance for doubtful accounts of $1,627,315 and $1,226,297 at December 31, 2015 and 2014, respectively | 196,420,614 | 145,198,419 |
Income taxes receivable | 1,038,327 | 1,968,511 |
Prepaid expenses | 3,605,602 | 2,849,011 |
Deferred income taxes | 0 | 995,171 |
Other current assets | 3,237,227 | 2,114,356 |
Total current assets | 260,823,964 | 185,667,587 |
Property and equipment, net | 27,304,474 | 21,276,709 |
Intangibles and other assets: | ||
Goodwill | 308,490,588 | 77,909,537 |
Intangible assets, net of accumulated amortization of $26,785,810 and $15,046,556 at December 31, 2015 and 2014, respectively | 147,532,169 | 30,871,423 |
Other assets | 2,358,587 | 318,938 |
Total assets | 746,509,782 | 316,044,194 |
Current liabilities: | ||
Accounts payable | 103,985,783 | 85,999,784 |
Due to seller-short term | 2,338,462 | 4,243,088 |
Accrued expenses | 30,283,062 | 19,496,000 |
Other Liabilities, Current | 784,829 | 17,507,500 |
Total current liabilities | 137,392,136 | 127,246,372 |
Convertible Notes Payable | 196,659,354 | 0 |
Due to seller-long term | 1,748,235 | 1,087,990 |
Other noncurrent liabilities | 2,940,435 | 1,502,019 |
Deferred income taxes | 12,520,048 | 4,333,635 |
Total liabilities | 351,260,208 | 134,170,016 |
Stockholders' equity: | ||
Common stock, par value $0.0001 per share, 100,000,000 shares authorized; 29,765,525 shares issued and 29,727,588 shares outstanding at December 31, 2015; 23,207,051 shares issued and outstanding at December 31, 2014 | 2,979 | 2,322 |
Treasury Stock, Value | (784,829) | 0 |
Additional paid-in capital | 319,002,254 | 112,688,360 |
Retained earnings | 77,029,170 | 69,183,496 |
Total stockholders' equity | 395,249,574 | 181,874,178 |
Total liabilities and stockholders' equity | $ 746,509,782 | $ 316,044,194 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Allowance for doubtful accounts | $ 1,627,315 | $ 1,226,297 |
Customer relationships and other intangible assets, accumulated amortization | $ 26,785,810 | $ 15,046,556 |
Stockholders' equity: | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 29,765,525 | 23,207,051 |
Common stock, shares oustanding | 29,727,588 | 23,207,051 |
Treasury Stock, Shares | 37,937 | 0 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
REVENUE | $ 1,512,298,686 | $ 1,173,382,760 | $ 884,193,289 |
COSTS AND EXPENSES: | |||
Transportation costs | 1,222,035,371 | 965,165,330 | 728,543,525 |
Selling, general, and administrative expenses | 243,214,264 | 166,812,670 | 121,881,168 |
Depreciation and amortization | 24,142,527 | 13,876,079 | 10,564,657 |
INCOME FROM OPERATIONS | 22,906,524 | 27,528,681 | 23,203,939 |
Interest income | 23,909 | 0 | 0 |
Interest expense | (11,276,207) | (105,404) | (1,357) |
Other expense | (126,295) | (144,128) | (354,480) |
INTEREST AND OTHER EXPENSE | (11,378,593) | (249,532) | (355,837) |
INCOME BEFORE PROVISION FOR INCOME TAXES | 11,527,931 | 27,279,149 | 22,848,102 |
INCOME TAX EXPENSE | (3,682,257) | (10,491,591) | (8,645,488) |
NET INCOME | $ 7,845,674 | $ 16,787,558 | $ 14,202,614 |
Basic net income per share (USD per share) | $ 0.29 | $ 0.73 | $ 0.62 |
Diluted net income per share (USD per share) | $ 0.28 | $ 0.71 | $ 0.61 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-In Capital | Treasury Stock [Member] | Retained Earnings |
Common stock, shares at beginning of period at Dec. 31, 2012 | 22,694,836 | ||||
Stockholders' equity at beginning of period at Dec. 31, 2012 | $ 140,985,410 | $ 2,270 | $ 102,789,816 | $ 38,193,324 | |
Increase (Decrease) in Stockholders' Equity | |||||
Share compensation expense | 3,338,678 | 3,338,678 | |||
Exercise of stock options (in shares) | 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 | |||
Common stock, shares at end of period at Dec. 31, 2013 | 22,900,471 | ||||
Stockholders' equity at end of period at Dec. 31, 2013 | 159,230,031 | $ 2,291 | 106,831,802 | 52,395,938 | |
Increase (Decrease) in Stockholders' Equity | |||||
Share compensation expense | 4,405,426 | 4,405,426 | |||
Exercise of stock options (in shares) | 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 | |||
Common stock, shares at end of period at Dec. 31, 2014 | 23,207,051 | 23,207,051 | |||
Stockholders' equity at end of period at Dec. 31, 2014 | $ 181,874,178 | $ 2,322 | 112,688,360 | 69,183,496 | |
Treasury Stock, Shares at Dec. 31, 2014 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Share compensation expense | $ 14,023,751 | 14,023,751 | |||
Exercise of stock options (in shares) | 150,701 | ||||
Exercise of stock options | 1,057,883 | $ 15 | 1,057,868 | ||
Common stock issued for vested restricted stock (in shares) | 209,510 | ||||
Common stock issued for vested restricted stock | 0 | $ 22 | (22) | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 17,375 | ||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 0 | $ 2 | (2) | ||
Stock Issued During Period, Shares, Other | 5,750,000 | ||||
Stock Issued During Period, Value, Other | 157,836,250 | $ 575 | 157,835,675 | ||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 18,956,232 | 18,956,232 | |||
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock (in shares) | (72,941) | ||||
Common shares withheld and retired to satisfy employee tax witholding obligations upon vesting of restricted stock | (1,922,147) | $ (7) | (1,922,140) | ||
Common shares issued for acquisition (in shares) | 503,829 | ||||
Common shares issued for acquisition | 14,746,000 | $ 50 | 14,745,950 | ||
Tax benefit from the exercise of stock options | 1,616,582 | 1,616,582 | |||
Treasury Stock, Shares, Acquired | (37,937) | ||||
Treasury Stock, Value, Acquired, Cost Method | (784,829) | $ (784,829) | |||
Net income | $ 7,845,674 | 7,845,674 | |||
Common stock, shares at end of period at Dec. 31, 2015 | 29,727,588 | 29,765,525 | |||
Stockholders' equity at end of period at Dec. 31, 2015 | $ 395,249,574 | $ 2,979 | $ 319,002,254 | $ (784,829) | $ 77,029,170 |
Treasury Stock, Shares at Dec. 31, 2015 | (37,937) | (37,937) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net income | $ 7,845,674 | $ 16,787,558 | $ 14,202,614 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred income taxes | (5,122) | 729,600 | 632,684 |
Noncash stock compensation expense | 14,023,751 | 4,405,426 | 3,338,678 |
Noncash interest expense | 4,867,364 | 0 | 0 |
Contingent consideration expense | 201,452 | 2,160,316 | 101,181 |
Depreciation and amortization | 24,142,527 | 13,876,079 | 10,564,657 |
Change in assets, net of acquisitions: | |||
Accounts receivable | 12,508,623 | (24,018,807) | (10,955,387) |
Income taxes receivable | (1,464,187) | (631,331) | (633,590) |
Prepaid expenses and other assets | (450,824) | (2,401,464) | (53,204) |
Change in liabilities, net of acquisitions: | |||
Accounts payable | 5,745,669 | 11,460,893 | 4,713,829 |
Accrued expenses and other | 3,421,529 | 9,994,275 | 2,891,656 |
Net cash provided by operating activities | 70,836,456 | 32,362,545 | 24,803,118 |
Investing activities | |||
Purchases of property and equipment | (14,744,850) | (15,155,168) | (9,238,806) |
Payments for acquisitions, net of cash acquired | (390,395,041) | (33,768,519) | (1,958,236) |
Net cash used in investing activities | (405,139,891) | (48,923,687) | (11,197,042) |
Financing activities | |||
Tax benefit of stock options exercised | 2,222,458 | 1,495,481 | 460,475 |
Payment of contingent consideration | (2,945,833) | (4,859,670) | (3,615,000) |
Proceeds from exercise of stock options | 1,057,883 | 1,077,748 | 1,130,159 |
Employee tax withholdings related to net share settlements of equity-based awards | (1,922,147) | (1,116,858) | (832,048) |
Proceeds from Lines of Credit | 34,782,500 | 5,000,000 | 0 |
Repayments of Lines of Credit | 34,782,500 | 5,000,000 | 0 |
Proceeds from Issuance of Long-term Debt | 40,000,000 | ||
Repayments of Long-term Debt | (40,000,000) | ||
Proceeds from sale of common stock, net of underwriting discounts and commissions | 158,412,500 | ||
Proceeds from Convertible Debt | 223,100,000 | ||
Payment of Financing and Stock Issuance Costs | (4,133,851) | ||
Payment to Former Owners of Acquired Business | (17,507,500) | ||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | 24,086 |
Net cash provided by (used in) financing activities | 358,283,510 | (3,403,299) | (2,880,500) |
Increase (decrease) in cash and cash equivalents | 23,980,075 | (19,964,441) | 10,725,576 |
Cash and cash equivalents, beginning of period | 32,542,119 | 52,506,560 | 41,780,984 |
Cash and cash equivalents, end of period | 56,522,194 | 32,542,119 | 52,506,560 |
Supplemental disclosure of cash flow information | |||
Cash paid during the year for interest | 5,450,509 | 105,404 | 1,357 |
Cash paid during the year for income taxes | 3,074,254 | 8,901,068 | 8,191,472 |
Non-cash investing activity | |||
Common stock issued for acquisition of Command | 14,746,000 | 0 | 0 |
Non-cash financing activity | |||
Fair value of due to seller obligation at acquisition date | 1,500,000 | 880,000 | 0 |
Liability for Purchase of Treasury Stock | 784,829 | 0 | 0 |
Increase (Decrease) in Notes Payable, Current | $ 0 | $ 17,507,500 | $ 0 |
Description of Business (Notes)
Description of Business (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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. These services are delivered on a proprietary technology platform that serves the transportation and logistics needs of the Company's 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 Select Market under the symbol “ECHO.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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 operations 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 and accounts payable, 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. The fair value of the liability component of the Notes (as defined in Footnote 9 (Long-Term Debt)) was determined using the discounted cash flow analysis discussed in Footnote 9. Revenue Recognition In accordance with Accounting Standards Codification ("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 Company's operating segments, which aggregate to one reportable segment for reporting purposes. 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 $1,427,983 , $1,937,227 and $1,229,134 of bad debt expense for the years ended December 31, 2015 , 2014 and 2013 , 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 5 - 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, 2015 , 2014 and 2013 was $8,648,096 , $7,572,309 and $6,394,788 , respectively. At December 31, 2015 and 2014 , the net book value of internal use software costs was $14,649,370 and $13,687,293 , 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 Financial Accounting Standards Board ("FASB") approved Accounting Standard Update ("ASU") 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. The Company tests goodwill for impairment at the reporting unit level. In accordance with ASC 350, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In 2015, we concluded that it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. 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, carrier relationships, non-compete agreements, and trade names, which are being amortized on an accelerated basis over their estimated weighted-average useful lives of 14.8 years , 17.0 years 6.7 years and 4.0 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 operations. 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 liabilities at December 31, 2015 and 2014 were $995,024 and $725,743 , respectively. |
New Accounting Pronouncements (
New Accounting Pronouncements (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements ASU 2015-17, Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17") . This guidance requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet, instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 may be adopted on either a prospective or retrospective basis, and is effective for financial statements issued for annual periods beginning after December 15, 2016. Early adoption is permitted. The Company has early adopted ASU 2015-17, effective with this Form 10-K filing for the period ended December 31, 2015. This change in accounting principle allows the Company to comply with the new guidance going forward. The Company is applying the new guidance on a prospective basis. As such, prior periods are not retrospectively adjusted. The change in balance sheet presentation due to the adoption of ASU 2015-17 had no impact on the current or prior period statements of operations. ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16") . This guidance eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2015, but early adoption is permitted. The Company early adopted ASU 2015-16, effective with the Form 10-Q filing for the period ended September 30, 2015. This change in accounting principle allowed the Company to record an immaterial measurement-period adjustment to amortization expense in the third quarter of 2015. As of June 30, 2015 the Company had recorded a preliminary estimated fair value of the intangible assets acquired from Command Transportation, LLC. The intangible asset valuation was updated in the third quarter of 2015, and an adjustment was recorded to reflect the updated fair value of the intangible assets. Per the guidance in ASU 2015-16, the Company recognized the change in amortization expense in the third quarter of 2015, rather than accounting for the adjustment retrospectively. For the quarter ended September 30, 2015, this resulted in an immaterial measurement-period adjustment to depreciation and amortization in the statement of operations and a $26.1 million increase to goodwill (and corresponding decrease to intangible assets) on the balance sheet for the quarter ended September 30, 2015. ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"), requiring debt issuance costs to be presented on the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred asset. ASU 2015-03 is effective as of January 1, 2016, but early adoption is permitted. ASU 2015-03 must be applied on a full retrospective basis, with all prior periods restated for the new presentation. The Company early adopted ASU 2015-03, effective with the Form 10-Q filing for the quarter ended June 30, 2015. Early adoption allowed the Company to record the significant debt issuance costs incurred in the second quarter of 2015 in accordance with ASU 2015-03, instead of waiting until 2016 to adopt ASU 2015-03 and then retrospectively restating the 2015 numbers. Effective with the Form 10-Q filing for the period ended June 30, 2015, the Company presents debt issuance costs related to the Notes (as defined in Footnote 9 (Long-Term Debt)) on the balance sheet as a contra-liability that reduces the carrying amount of the Note liability, rather than as a deferred asset. The Company's policy with regard to debt issuance costs incurred related to the Company's ABL Facility (as defined in Footnote 9 (Long-Term Debt)) is to present these costs as a contra-liability in periods when there is a related ABL Facility debt liability on the balance sheet. If there is no outstanding draw on the ABL Facility at period end, and thus no liability is recorded on the balance sheet, these debt issuance costs are presented as a deferred asset. After the Company had adopted this policy, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements in August 2015. This ASU was meant to clarify the guidance in ASC 2015-03, and stated that the SEC staff would not object to a company presenting debt issuance costs related to a line-of-credit arrangement on the balance sheet as a deferred asset, regardless of whether there were any outstanding borrowings at period-end. ASU 2015-15 does not require this presentation as a deferred asset, and thus the Company will continue to follow the accounting policy adopted in the second quarter of 2015. ASU 2015-03 requires retrospective application to prior periods. The only debt issuance costs recorded at December 31, 2014 were an insignificant amount related to the Company's previous revolving credit facility with PNC Bank. No amounts were drawn on such revolving credit facility at December 31, 2014. Accordingly, the prior year presentation as a deferred financing asset is also the appropriate presentation after adoption of ASU 2015-03 and no change to the prior period balance sheet is necessary. The change in balance sheet presentation due to the adoption of ASU 2015-03 had no impact on the current or prior period statements of operations. Debt issuance costs are amortized to interest expense using the effective interest method over the useful life of the debt instrument, both before and after the adoption of ASU 2015-03. Other New Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis , which amends the guidance regarding the consolidation analysis performed by reporting entities that are involved with VIEs, particularly those that have decision maker or service provider fee arrangements and related-party relationships. This new accounting standard is effective as of January 1, 2016, and is not expected to have a material 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 , which 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 accounting standard is effective for annual and interim periods 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, 2017. 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 financial statements. |
Acquisitions (Notes)
Acquisitions (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2015 Acquisitions Xpress Solutions, Inc. On February 1, 2015, the Company acquired Xpress Solutions, Inc. ("Xpress"), a non-asset based TL and LTL transportation brokerage based in Frankfort, Illinois, and the results of Xpress have been included in the Company's consolidated financial statements since the acquisition date. The Company purchased the assets and assumed certain liabilities of Xpress for $6,054,937 in cash, subject to working capital adjustments, 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. As a result of the purchase accounting for the acquisition, the Company recorded $4,081,407 of goodwill, $1,500,000 as the estimated opening balance sheet fair value of the contingent consideration obligation, and $3,000,000 of customer relationship intangible assets. The amount of goodwill deductible for U.S. income tax purposes is $2,581,407 , which excludes the opening balance sheet fair value of the contingent consideration obligation. The Company has recognized a $40,000 increase in the fair value of the contingent consideration obligation since the acquisition date, resulting in a contingent consideration obligation of $1,540,000 at December 31, 2015 . The amounts of revenue and net income of Xpress included in the Company's consolidated statements of operations from the acquisition date to December 31, 2015 are $11.8 million and $0.3 million , respectively. Command Transportation, LLC On June 1, 2015, the Company completed the acquisition of all of the outstanding membership units of Command Transportation, LLC ("Command"), one of the largest privately held TL brokers and non-asset based transportation providers in the United States. Command is headquartered in Skokie, Illinois, with satellite locations in Texas, Missouri and Kansas. The Company financed the cash purchase price for the Command acquisition, in part, with the proceeds from the sale of 5,750,000 shares of common stock and $230,000,000 aggregate principal amount of 2.50% convertible senior notes due 2020 (the "Notes"). The Company financed the remainder of the cash purchase price for the Command acquisition with drawings under its ABL Facility (see Note 9). Additionally, a portion of the purchase price consisted of shares of Echo common stock issued to one of the sellers. The fair value of the total consideration transferred was as follows: Cash $ 394,279,778 Echo common stock, fair value 14,746,000 Working capital adjustment, December 2015 (142,969 ) Total consideration transferred $ 408,882,809 The equity portion of the purchase price consisted of 503,829 unregistered shares of Echo common stock issued to Paul Loeb, the former owner of Command, on June 1, 2015. The closing price of Echo common stock on June 1, 2015 was $32.52 per share. As these shares were unregistered, the Company applied a 10% marketability discount to determine the fair value of the consideration transferred. There is no contingent consideration associated with the purchase of Command. The following table summarizes the preliminary allocation of the total consideration transferred for the acquisition of Command: Cash $ 9,495,246 Accounts receivable, net 62,398,350 Property and equipment 3,667,615 Prepaid expenses 818,903 Goodwill 226,480,985 Intangible assets 125,400,000 Total assets acquired $ 428,261,099 Accounts payable $ 11,172,240 Accrued expenses 8,206,050 Total liabilities assumed $ 19,378,290 Total consideration transferred $ 408,882,809 Goodwill of $226,480,985 , 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 the acquisition of Command will, among other things, significantly enhance the Company's national scale and density in the highly fragmented truckload market. In addition, Echo paid this premium to acquire an experienced sales force with established customer and carrier relationships, and Command executives with significant experience in the transportation industry. The allocation of the purchase price to the assets and liabilities above 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, property and equipment, and intangible assets. The fair values assigned to the intangible assets acquired were as follows: Intangible Asset Value Useful Life Customer relationships $ 97,200,000 17 years Carrier relationships 18,300,000 17 years Trade names 5,000,000 4 years Noncompete agreements 4,900,000 5-8 years $ 125,400,000 The customer relationships are being amortized using an accelerated method, as an accelerated method best approximates the distribution of cash flows generated by the acquired customer relationships. The carrier relationships, trade names and noncompete agreements are being amortized using the straight-line method. On June 1, 2015, the Company issued 335,882 shares of restricted common stock to 33 Command employees as employment inducement awards pursuant to NASDAQ Listing Rule 5635(c)(4). This restricted common stock vests after 1 year and is being recognized as compensation expense over the vesting period. Additionally, at the closing, the Company issued 100,766 and 67,178 shares of restricted common stock and performance stock, respectively, to two of the sellers who entered into new employment agreements with the Company as employment inducement awards pursuant to NASDAQ Listing Rule 5635(c)(4). This restricted common stock and performance stock vests over 3 years and is being recognized as compensation expense over the vesting period. The stock compensation expense related to these issuances recorded within selling, general and administrative expense in the statement of operations from the issuance date to December 31, 2015 is $7.3 million . The Company recognized $6.5 million of Command acquisition-related transaction costs in selling, general and administrative expense in the statement of operations in 2015 . The amounts of revenue and net income of Command included in the Company's consolidated statement of operations from the acquisition date to December 31, 2015 are $286.4 million and $1.1 million , respectively. This net income includes the stock compensation expense for the restricted stock granted to former Command employees, but excludes the interest expense and Command-related transaction costs recorded in the statement of operations in 2015 . The following unaudited pro forma information presents a summary of the Company's pro forma consolidated revenue and net income for the twelve months ended December 31, 2015 and 2014 , as if the Company had acquired Command as of January 1, 2014. This unaudited pro forma supplemental information includes the historical financial results of the Company and Command, adjusted to record the following pro forma adjustments: (1) Intangible asset amortization as if the acquisition had occurred on January 1, 2014, at approximately $3.0 million per quarter. (2) Income tax expense as if Command had been paying the Company's effective tax rate since January 1, 2014. (3) Interest expense of approximately $3.3 million per quarter (and related tax benefit), as if the convertible senior note offering and draw on the ABL Facility used to fund the acquisition had occurred on January 1, 2014. This includes the amortization of debt issuance costs and underwriting discounts and commissions, as well as the amortization of the Note discount. (4) Stock compensation expense of approximately $2.7 million per quarter (and the related tax benefit) in 2014. If the Company had acquired Command on January 1, 2014, the stock compensation expense related to the 335,882 shares of restricted common stock granted to former Command employees on the acquisition date would have been expensed in 2014. The amount recognized in the Company's historical 2015 results is also removed as a pro forma adjustment. (5) Pro forma adjustment to remove $6.5 million of transaction-related expenses and $2.0 million of Term Loan Facility (as defined in Footnote 9 (Long-Term Debt)) commitment fees (and the related tax benefit of both) recorded in the Company's historical statement of operations in 2015. If the acquisition had occurred on January 1, 2014, these transaction costs and Term Loan Facility commitment fees would have been expensed in fiscal year 2013. 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 Command. These unaudited pro forma results are not necessarily indicative of what would have occurred if the Command acquisition had been in effect for the periods presented or future results. Year Ended December 31, 2015 2014 Echo revenue, as reported $ 1,512,298,686 $ 1,173,382,760 Command revenue (1) 221,422,040 561,059,709 Pro forma revenue $ 1,733,720,726 $ 1,734,442,469 Echo net income, as reported $ 7,845,674 $ 16,787,558 Command net income (1) 9,719,680 21,583,380 Pro forma adjustments (131,383 ) (30,480,546 ) Pro forma net income $ 17,433,971 $ 7,890,392 (1) The pro forma Command amounts for the twelve months ended December 31, 2015 include only five months of Command results. Command revenue and net income from June 1, 2015 through December 31, 2015 are included in Echo reported revenue and net income. 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. 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. 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 was 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 made in January 2015 13,782,500 Cash payment made in May 2015 3,725,000 Total $ 37,490,924 The payments made 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 19,626,724 Intangible assets 16,800,000 Total assets acquired $ 41,825,815 Accounts payable $ 4,197,058 Accrued expenses 137,833 Total liabilities assumed $ 4,334,891 Total consideration transferred $ 37,490,924 Goodwill of $19,626,724 , 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. |
Fair Value Measurement (Notes)
Fair Value Measurement (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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 $4,086,697 as of December 31, 2015 . 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 7% . 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, 2015 and 2014 : Fair Value Measurements as of December 31, 2015 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration obligation $ (4,086,697 ) $ — $ — $ (4,086,697 ) 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 ) 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, 2014 $ (7,150,432 ) OFS acquisition, acquisition date fair value (880,000 ) Change in fair value (2,160,316 ) Payment of contingent consideration 4,859,670 Balance at December 31, 2014 (5,331,078 ) Xpress acquisition, acquisition date fair value (1,500,000 ) Change in fair value (201,452 ) Payment of contingent consideration 2,945,833 Balance at December 31, 2015 $ (4,086,697 ) For the years ended December 31, 2015 and 2014 , the Company recognized expense of $201,452 and $2,160,316 , respectively, in selling, general, and administrative expense due to the change in fair value determined by a level three valuation technique. These changes in fair value resulted from using revised forecasts that took into account the most recent performance at each acquired business, as well as from the effect of the time value of money. For the years ended December 31, 2015 and 2014 , the Company made contingent earn-out payments of $2,945,833 and $4,859,670 , respectively. |
Property and Equipment (Notes)
Property and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at December 31, 2015 and 2014 , consisted of the following: December 31, December 31, 2015 2014 Computer equipment $ 13,518,440 $ 10,063,187 Software, including internal use software 56,211,129 46,303,704 Furniture, fixtures and office equipment 12,516,254 8,254,664 82,245,823 64,621,555 Less accumulated depreciation (54,941,349 ) (43,344,846 ) $ 27,304,474 $ 21,276,709 Depreciation expense, including amortization of capitalized internal use software, was $12,403,273 , $9,950,256 and $8,192,981 for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Intangibles and Other Assets (N
Intangibles and Other Assets (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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 January 1, 2014 $ 51,650,060 OFS acquisition, goodwill acquired 4,309,146 Comcar acquisition, goodwill acquired 2,342,265 One Stop acquisition, goodwill acquired 19,608,066 Balance as of December 31, 2014 77,909,537 One Stop, purchase accounting adjustment 18,659 Xpress acquisition, goodwill acquired 4,081,407 Command acquisition, goodwill acquired 226,480,985 Balance as of December 31, 2015 $ 308,490,588 The following is a summary of amortizable intangible assets as of December 31, 2015 and December 31, 2014 : December 31, 2015 December 31, 2014 Weighted- Average Life Customer relationships $ 145,138,979 $ 44,938,979 14.8 years Carrier relationships 18,300,000 — 17.0 years Noncompete agreements 5,239,000 339,000 6.7 years Trade names 5,640,000 640,000 4.0 years 174,317,979 45,917,979 14.4 years Less accumulated amortization (26,785,810 ) (15,046,556 ) Intangible assets, net $ 147,532,169 $ 30,871,423 Amortization expense related to intangible assets was $11,739,254 , $3,925,823 , and $2,371,676 for the years ended December 31, 2015, 2014 and 2013, respectively. The estimated amortization expense for the next five years and thereafter is as follows: 2016 $ 15,804,429 2017 14,243,799 2018 12,861,305 2019 11,470,909 2020 10,638,587 Thereafter 82,513,140 $ 147,532,169 |
Accrued Expenses and Other Nonc
Accrued Expenses and Other Noncurrent Liabilities (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Accrued Expenses and Other Noncurrent Liabilities The components of accrued expenses at December 31, 2015 and December 31, 2014 are as follows: December 31, 2015 December 31, 2014 Accrued compensation $ 17,937,504 $ 11,359,446 Accrued rebates 2,535,606 2,572,544 Accrued employee benefits 2,809,239 1,643,713 Accrued professional service fees 1,837,749 868,649 Accrued interest 1,463,880 27,320 Deferred rent 400,809 293,853 Other 3,298,275 2,730,475 Total accrued expenses $ 30,283,062 $ 19,496,000 The other noncurrent liability of $2,940,435 at December 31, 2015 is the portion of deferred rent in excess of twelve months and the long-term uncertain tax liability. The other noncurrent liability of $1,502,019 at December 31, 2014 is the portion of deferred rent in excess of twelve months. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Debt | Long-Term Debt ABL Facility On June 1, 2015, the Company and Command, as co-borrowers, entered into a Revolving Credit and Security Agreement (the “New Credit Agreement”) with PNC Bank, National Association, as administrative agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as co-syndication agents, and the lenders from time to time party thereto. The New Credit Agreement replaced the Company’s previous Credit Agreement, dated as of May 2, 2014, by and among the Company, the lenders party thereto, and PNC Bank, National Association, as administrative agent. During the first five months of 2015, we drew and fully repaid $34.8 million on this previous Credit Agreement. The New Credit Agreement provides for a senior secured revolving credit facility in an initial aggregate principal amount of up to $200 million (the “ABL Facility”). The initial aggregate principal amount under the ABL Facility may be increased from time to time by an additional $100 million to a maximum aggregate principal amount of $300 million ; provided, however, that only four increases are permitted during the life of the loan and, for each increase, certain requirements are satisfied. The Company’s obligations under the New Credit Agreement are secured, on a first lien priority basis, by certain working capital assets. Interest is payable at a rate per annum equal to, at the option of the Company, any of the following, plus, in each case, an applicable margin: (a) a base rate determined by reference to the highest of (1) the federal funds effective rate, plus 0.50% , (2) the base commercial lending rate of PNC Bank, National Association and (3) a daily LIBOR rate, plus 1.00% ; or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the relevant currency for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin will be 0.25% to 0.75% for borrowings at the base rate and 1.25% to 1.75% for borrowings at the LIBOR rate, in each case, based on the excess availability under the ABL Facility. The Company will also be required to pay a commitment fee in respect to the unutilized commitments under the ABL Facility in an amount between 0.25% and 0.375% , based on the excess availability for the prior calendar quarter under the ABL Facility. At December 31, 2015 , the Company's commitment fee was calculated at a rate of 0.375% . The terms of the ABL Facility include various covenants, including a covenant that requires the Company to maintain a consolidated fixed charge coverage ratio at any time (a) a specified default occurs or (b) if excess availability falls below certain specified levels. As of December 31, 2015 , neither of the events that would require the Company to maintain the fixed charge coverage ratio occurred, and the Company is in compliance with all covenants related to the ABL. During 2015 , the Company drew $40 million on the ABL Facility. This entire amount was repaid during the year, and no amounts were outstanding on the ABL Facility as of December 31, 2015 . The issuance of letters of credit under the ABL Facility reduces available borrowings. At December 31, 2015 , there were $0.8 million of letters of credit outstanding. The total draw allowed on the ABL Facility at December 31, 2015 , as determined by the working capital assets pledged as collateral, was $154.5 million . After adjusting for the letters of credit, the Company's remaining availability under the ABL Facility at December 31, 2015 was $153.7 million . The Company incurred issuance costs of $3.1 million related to the ABL Facility. These issuance costs are being amortized to interest expense using the effective interest method over the 5 year life of the ABL Facility. From the date it entered into the ABL Facility through December 31, 2015 , the Company has recorded $0.4 million of interest expense related to ABL Facility issuance costs. As there is no outstanding draw on the ABL Facility at December 31, 2015 , the unamortized issuance costs are presented as a deferred asset on the balance sheet. Convertible Senior Notes On May 5, 2015, the Company issued $230 million aggregate principal amount of 2.50% convertible senior notes due 2020 in a registered public offering. The proceeds from the Company's sale of the Notes, net of underwriting discounts and commissions, were $223.1 million . The Company used all of the net proceeds from the Notes offering (together with proceeds from the sale of common stock and borrowings under the ABL Facility) to finance the acquisition of Command. The Notes bear interest at a rate of 2.50% per year payable semiannually in arrears in cash on May 1 and November 1 of each year, beginning on November 1, 2015. The Notes will mature on May 1, 2020, unless earlier converted or repurchased in accordance with the terms discussed below. The Notes are the Company's senior unsecured obligations and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company's unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries. The Notes will be convertible, under certain circumstances and during certain periods, into cash, shares of the Company's common stock, or a combination of cash and shares of common stock at the Company's election, at an initial conversion rate of 25.5428 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $39.15 per share of common stock. Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding January 1, 2020 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the ‘‘measurement period’’) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; (3) if the Company calls the Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. If the Company undergoes a fundamental change, subject to certain conditions, holders of the Notes may require the Company to purchase for cash all or a part of their Notes at a repurchase price equal to 100% of the principal amount of Notes to be repurchased, plus accrued and unpaid interest. In addition, following certain corporate events that occur prior to maturity, the Company may increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event in certain circumstances. In such event, the conversion rate could increase to a maximum of 34.4827 shares of common stock per $1,000 principal amount of Notes. On or after January 1, 2020 until the close of business on the business day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election. The Company's intent and policy will be to settle the $230 million principal amount of Notes in cash, and any excess conversion premium in shares of common stock. As such, the principal amount of the Notes will not be included in the calculation of diluted net income per share, but any conversion premium that exists will be included in the calculation of diluted net income per share using the treasury stock method. As of December 31, 2015 , none of the conditions allowing holders of the Notes to convert have been met, and no conversion spread exists. As such, the notes did not have a dilutive impact on diluted net income per share for the year ended December 31, 2015 . The accounting guidance in ASC 470-20, Debt with Conversion and Other Options, requires that the principal amount of the Notes be separated into liability and equity components at issuance. The value assigned to the liability component is the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature. The difference between the principal amount of the Notes and the estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. The fair value of the liability component of the Notes was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the Notes at an estimated market yield for a similar debt instrument without the conversion feature. The Company estimated the straight debt yield using a combination of inputs observable in the marketplace, including the credit spread indicated by the terms of the Company's ABL Facility, LIBOR rates, and U.S. Treasury bonds. This represents a Level 2 valuation technique. The Company estimated the straight debt borrowing rates at issuance to be 5.75% for similar debt to the Notes without the conversion feature, which resulted in a fair value of the liability component of $198.5 million and a fair value of the equity component of $31.5 million . The fair value of the equity component was recorded as a debt discount, with the offset recorded as a credit to additional paid-in capital within stockholders' equity. The $31.5 million debt discount and Note issuance costs are being amortized to interest expense under the effective interest method over the 5 year life of the Notes, using an effective interest rate of 6.33% . The Company allocated the total issuance costs related to the Notes to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component were recorded on the consolidated balance sheets as a contra-liability that reduces the carrying amount of the convertible note liability. This amount is being amortized to interest expense over the term of the Notes using the effective interest method and an effective interest rate of 6.33% . Issuance costs attributable to the equity component were recorded as a charge to additional paid-in capital within stockholders' equity. As of December 31, 2015 , the carrying amount of the Notes on the balance sheet is $196.7 million , calculated as follows: December 31, 2015 Convertible senior notes, principal amount $ 230,000,000 Unamortized debt discount (27,835,387 ) Unamortized debt issuance costs (5,505,259 ) Convertible senior notes, net $ 196,659,354 The Notes are carried on the balance sheet at their principal amount, net of the unamortized debt discount and unamortized debt issuance costs, and are not marked to market each period. The approximate fair value of the Notes as of December 31, 2015 was $204.8 million . The fair value of the Notes was estimated based on the trading price of the Notes at December 31, 2015 . As trading volume is low, these are quoted prices for identical instruments in markets that are not active, and thus are Level 2 in the fair value hierarchy. The Company has recognized interest expense related to the Notes of $8.1 million from the issuance date through December 31, 2015 , consisting of $3.8 million of contractual coupon interest, $3.6 million of debt discount amortization and $0.7 million of debt issuance cost amortization. The undiscounted interest and principal payments due in relation to the Notes from December 31, 2015 to the maturity of the Notes on May 1, 2020 are as follows: Total 2016 2017 2018 2019 2020 Senior convertible notes, including interest $ 255,875,000 5,750,000 5,750,000 5,750,000 5,750,000 $ 232,875,000 Term Loan Facility On April 20, 2015, the Company entered into a $300 million senior secured term loan facility commitment (the "Term Loan Facility") with Morgan Stanley Senior Funding, Inc., PNC Capital Markets LLC, PNC Bank, National Association, Credit Suisse AG and Credit Suisse Securities (USA) LLC. The purpose of the Term Loan Facility was to ensure that the Company had committed funding to consummate the Command acquisition if the Notes and common stock offerings did not raise sufficient cash to fund the acquisition. As the Notes and common stock offerings were successfully completed, the Company did not draw any amounts on the Term Loan Facility. The Term Loan Facility commitment expired after the successful issuance of the Notes and common stock, and thus the $2.0 million paid to secure the Term Loan Facility commitment was charged to interest expense in the second quarter of 2015. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 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, plus an additional monthly payment for real estate taxes and common area maintenance fees related to the building. During 2015 and 2014 , 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, 2015 , 2014 and 2013 was $5,620,731 , $4,361,734 and $3,821,934 , respectively. Future minimum annual rental payments for the next five years and thereafter are as follows: Operating Leases 2016 $ 6,551,203 2017 6,238,739 2018 4,923,271 2019 4,103,449 2020 3,626,337 Thereafter 1,199,501 $ 26,642,500 |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 , the Company recognized a net decrease and increase of $112,599 and $182,385 , respectively, in unrecognized tax benefits. 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 in 2015 and 2014 . The following is a reconciliation of the total amounts of unrecognized tax benefits excluding interest and penalties for the years ended December 31, 2015 and 2014 : 2015 2014 Balance at January 1 $ 595,938 $ 337,983 Gross (decrease)/increase — current period tax positions (175,029 ) 257,955 Balance at December 31 $ 420,909 $ 595,938 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, 2015 and 2014 , 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 2009, and state and local income tax examinations, by tax authorities for years before 2009. The provision for income taxes consists of the following components for the years ended December 31, 2015 , 2014 and 2013 : 2015 2014 2013 Current: Federal $ 3,889,649 $ 8,326,480 $ 6,928,141 State (202,270 ) 1,435,511 1,084,663 Total current 3,687,379 9,761,991 8,012,804 Deferred: Federal (23,265 ) 560,345 404,395 State 18,143 169,255 228,289 Total deferred (5,122 ) 729,600 632,684 Income tax expense $ 3,682,257 $ 10,491,591 $ 8,645,488 The provision for income taxes for the years ended December 31, 2015 , 2014 and 2013 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: 2015 2014 2013 Tax expense at U.S. federal income tax rate $ 4,034,776 $ 9,547,702 $ 7,996,836 State income taxes, net of federal income tax effect 36,308 951,284 751,257 Nondeductible expenses and other 119,705 176,878 71,282 Effect of state rate change on deferred items (25,338 ) 8,402 18,570 Research and development credit (364,050 ) (360,584 ) (449,679 ) Changes in unrecognized tax benefits (112,599 ) 182,385 166,432 Provision to return adjustments (6,545 ) (14,476 ) 90,790 $ 3,682,257 $ 10,491,591 $ 8,645,488 As discussed in Footnote 3 (New Accounting Pronouncements), the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17") in November 2015 . This guidance requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet, instead of separating deferred taxes into current and noncurrent amounts. The Company is applying the new guidance on a prospective basis. As such, prior periods are not retrospectively adjusted. At December 31, 2015 , the Company's noncurrent deferred tax assets and liabilities, after applying the new guidance, consisted of the following: 2015 Noncurrent deferred tax assets: Reserves and allowances $ 2,142,123 Stock options 6,063,284 Total noncurrent deferred tax assets 8,205,407 Noncurrent deferred tax liabilities: Prepaid and other expenses 1,342,674 Intangible assets 1,631,816 Property and equipment 7,529,641 Convertible debt 10,221,324 Total noncurrent deferred tax liabilities 20,725,455 Net deferred tax liability $ (12,520,048 ) At December 31, 2014 , the Company's deferred tax assets and liabilities consisted of the following: 2014 Current deferred tax assets: Reserves and allowances $ 2,018,366 Noncurrent deferred tax assets: Intangible assets 474,638 Stock options 2,450,556 Total noncurrent deferred tax assets 2,925,194 Total deferred tax assets 4,943,560 Total current deferred tax liability: Prepaid and other expenses 1,023,195 Noncurrent deferred tax liabilities: Property and equipment 6,738,462 Research and development credit 520,367 Total noncurrent deferred tax liabilities 7,258,829 Total deferred tax liabilities 8,282,024 Net deferred tax liability $ (3,338,464 ) As of December 31, 2015 , the Company does not have a net operating loss carryforward. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , there was no preferred stock outstanding. Treasury Stock On December 29, 2015, the Board of Directors authorized a repurchase program for up to an aggregate of $50.0 million of the Company's outstanding common stock and Notes through December 31, 2017 . The timing and amount of any repurchases will be determined based on market conditions and other factors, and the program may be discontinued or suspended at any time. As of December 31, 2015, the Company has repurchased 37,937 shares of common stock at a cost of $784,829 . |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 , and 2013 . The computation of basic and diluted earnings per common share for the years ended December 31, 2015 , 2014 and 2013 are as follows: Year Ended December 31, 2015 2014 2013 Numerator: Net income $ 7,845,674 $ 16,787,558 $ 14,202,614 Denominator: Denominator for basic earnings per share - weighted-average shares 27,473,054 23,044,029 22,860,661 Effect of dilutive securities: Employee stock options 636,495 590,312 543,322 Denominator for dilutive earnings per share 28,109,549 23,634,341 23,403,983 Basic net income per common share $ 0.29 $ 0.73 $ 0.62 Diluted net income per common share $ 0.28 $ 0.71 $ 0.61 |
Stock Based Compensation Plans
Stock Based Compensation Plans (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 , the Company awarded 677,091 shares of restricted stock to certain employees and directors, of which 355,532 will vest ratably over one year, 12,631 will vest ratably over two years, 2,144 will vest ratably over 2.5 years, 102,523 will vest ratably over three years and 204,261 will vest ratably over 4 years based on the employees' continued employment. The grant date fair value of the restricted stock granted ranged from $21.50 to $32.52 . 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 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 . There was $17,729,906 and $8,068,512 of total unrecognized compensation cost related to the stock-based compensation granted under the plans as of December 31, 2015 and 2014 , respectively. This cost is expected to be recognized over a weighted-average period of 2.96 years. In June 2015, the Company adopted the 2015 Inducement and Retention Stock Plan for Command Employees, providing for the issuance of 335,882 shares of restricted common stock of the Company to 33 employees of Command and 100,766 shares of restricted common stock and 67,178 shares of performance stock to two of the sellers who entered into new employment agreements with the Company, each as employment inducement awards pursuant to NASDAQ Listing Rule 5635(c)(4). These restricted stock grants are included in the 677,091 shares of restricted stock mentioned above. Stock Option Awards There were no stock options granted during 2015 and 2014 . The Company's 2013 stock option grant and all previous stock option grants were valued using the Black-Scholes-Merton option valuation model. The Company recorded $226,050 , $479,921 and $664,909 in compensation expense with corresponding tax benefits of $88,160 , $187,169 and $259,314 for stock option awards for the years ended December 31, 2015 , 2014 and 2013 , respectively. A summary of stock option activity is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2013 1,244,876 $ 9.01 6.0 $ 11,145,479 Granted 3,000 17.94 Exercised (112,990 ) 10.00 1,296,867 Forfeited or canceled (35,660 ) 11.99 Outstanding at December 31, 2013 1,099,226 $ 8.83 5.0 $ 13,899,986 Granted — — Exercised (173,727 ) 6.20 3,995,095 Forfeited or canceled (3,610 ) 12.20 Outstanding at December 31, 2014 921,889 $ 9.32 4.2 $ 18,329,554 Granted — — Exercised (150,701 ) 7.02 2,014,921 Forfeited or canceled (1,660 ) 12.01 Outstanding at December 31, 2015 769,528 $ 9.76 3.36 $ 8,178,882 Options vested and exercisable at December 31, 2015 747,478 $ 9.69 3.31 $ 7,997,359 The following table provides information about stock options granted and vested in the years ended December 31: 2015 2014 2013 Options granted: Exercise price per share of options granted — — $ 17.94 Options vested/exercisable: Grant date fair value of options vested $ 2,950,446 $ 3,250,365 $ 3,059,084 Aggregate intrinsic value of options vested and exercisable at end of period $ 7,997,359 $ 17,827,707 $ 12,640,576 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, 2015 , 2014 and 2013 , respectively. These amounts change based on the fair market value of the Company's stock, which was $20.39 , $29.20 and $21.48 on the last business day of the years ended December 31, 2015 , 2014 and 2013 , respectively. The weighted-average grant-date fair market value for 2013 option grants was $6.29 . Restricted Stock Awards In 2015 , the Company awarded restricted shares to certain key employees that vest based on their continued employment. The value of these awards was established by the market price on the grant date and is being expensed ratably over the vesting period of the awards. The following table summarizes these non-vested restricted share grants as of December 31, 2015 : Number of Restricted Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2014 563,695 $ 17.73 Granted 677,091 30.80 Vested (209,510 ) 17.49 Forfeitures (80,490 ) 19.97 Non-vested at December 31, 2015 950,786 $ 26.90 In 2015 , 2014 and 2013 , the Company recorded $11,821,382 , $3,520,439 and $ 2,673,769 in compensation expense with corresponding tax benefits of $4,610,339 , $1,372,971 and $ 1,042,770 for restricted stock awards, respectively. Performance Based Shares In 2015 , the Company granted 67,178 shares of performance stock at a grant date fair value of $32.52 to two of the sellers of Command, who entered into new employment agreements with the Company. In accordance with ASC 718-10-20 Compensation - Stock Compensation , the Company evaluated whether the shares would be earned at December 31, 2015 . The Company does expect the financial targets, which need to be achieved in order for the shares to vest, to be met. As a result, the Company recognized $424,789 in stock compensation expense with corresponding tax benefits of $165,668 for the year ended December 31, 2015 . 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, 2015 and 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 years ended December 31, 2015 and 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 69,213 and 43,437 shares of performance and market-based stock at a grant date fair value of $32.84 and $23.74 during the years ended December 31, 2015 and December 31, 2014 , respectively. The Company recorded $1,380,449 and $405,066 in compensation expense with corresponding tax benefits of $538,375 and $157,976 in 2015 and 2014 , respectively. |
Benefit Plans (Notes)
Benefit Plans (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 , the Company contributed $1,182,094 , $564,407 and $320,775 , respectively. |
Significant Customer Concentrat
Significant Customer Concentration (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Significant Customer Concentration | Significant Customer Concentration For the years ended December 31, 2015 , 2014 and 2013 , 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, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Year Ended December 31, 2015 First Quarter (1) Second Quarter (2) Third Quarter Fourth Quarter Revenue $ 283,491,574 $ 371,642,242 $ 449,993,415 $ 407,171,455 Net revenue 53,251,716 69,541,297 87,378,497 80,091,805 Net income (loss) 3,327,777 (681,628 ) 3,458,705 1,740,820 Net income (loss) per share: Basic $ 0.14 $ (0.03 ) $ 0.12 $ 0.06 Diluted $ 0.14 $ (0.03 ) $ 0.11 $ 0.06 Year Ended December 31, 2014 First (3) Second (4) Third Fourth 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 $ 0.20 Diluted $ 0.10 $ 0.18 $ 0.23 $ 0.20 ____________________ (1) The Company acquired Xpress in February 2015 and the financial results of this acquisition are included in the consolidated financial statements beginning February 1, 2015. (2) The Company acquired Command in June 2015 and the financial results of this acquisition are included in the consolidated financial statements beginning June 1, 2015. (3) 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. (4) 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. |
Legal Matters (Notes)
Legal Matters (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal Matters In the normal course of business, the Company is subject to potential claims and disputes related to its business, including claims for freight lost or damaged in transit. Some of these matters may be covered by the Company's insurance and risk management programs or may result in claims or adjustments with the Company's carriers. In August 2012, the Company discovered that the revenue and profitability of Shipper Direct Logistics, Inc. ("Shipper Direct"), a truckload transportation brokerage acquired by the Company in July 2012, were not as expected based on representations contained in the Asset Purchase Agreement. In January 2013, the Company filed a lawsuit against Shipper Direct and its founders in Illinois federal court alleging, among other things, breach of contract and fraud. In November 2014, the Company obtained a judgment against Shipper Direct and its founders for $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, 2015 . 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. |
Common Stock Offering (Notes)
Common Stock Offering (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Common Stock Offering [Abstract] | |
Common Stock Offering [Text Block] | Common Stock Offering On May 5, 2015, the Company sold 5,000,000 shares of the Company's common stock in an underwritten registered public offering at a price of $29.00 per share. On May 12, 2015, the Company sold an additional 750,000 shares of common stock at a price of $29.00 per share pursuant to an over-allotment option exercised by the underwriters in the common stock offering. The net proceeds from the sale of common stock, after deducting underwriting discounts and commissions and offering expenses payable by the Company, was $157.8 million . The Company used all of the net proceeds from the sale of common stock (together with proceeds from the Notes offering and borrowings under the ABL Facility) to finance the Command acquisition. |
Related Parties (Notes)
Related Parties (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Related Parties [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Parties As of the closing of the Command acquisition on June 1, 2015, the Company leases the Command office building headquarters in Skokie, Illinois from a company owned by Paul Loeb, the former owner of Command who joined the Echo Board of Directors in June 2015. The lease requires monthly rental payments of $54,638 for the duration of the lease, which ends on December 31, 2018. The Company is obligated to pay real estate taxes, insurance, and all building maintenance costs in addition to the minimum rental payments for the facility related to this lease. The total rental expense related to this lease included in the Company's statements of operations from the acquisition date through December 31, 2015 was $382,466 . All amounts due under the lease were paid as of December 31, 2015 , and thus there was no liability due to the related party at December 31, 2015 . |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Valuation and Qualifying Accounts 2015 2014 2013 Allowance for doubtful accounts: Balance at beginning of year $ 1,226,297 $ 1,792,012 $ 2,745,419 Command, allowance at acquisition date 500,000 — — Provision, charged to expense 1,427,983 1,937,227 1,229,134 Write-offs, less recoveries (1,526,965 ) (2,502,942 ) (2,182,541 ) Balance at end of year $ 1,627,315 $ 1,226,297 $ 1,792,012 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 and accounts payable, 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. The fair value of the liability component of the Notes (as defined in Footnote 9 (Long-Term Debt)) was determined using the discounted cash flow analysis discussed in Footnote 9. |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification ("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 Company's operating segments, which aggregate to one reportable segment for reporting purposes. 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. The Company recorded $1,427,983 , $1,937,227 and $1,229,134 of bad debt expense for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
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 5 - 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. The total amortization expense for the years ended December 31, 2015 , 2014 and 2013 was $8,648,096 , $7,572,309 and $6,394,788 , respectively. At December 31, 2015 and 2014 , the net book value of internal use software costs was $14,649,370 and $13,687,293 , respectively. |
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 Financial Accounting Standards Board ("FASB") approved Accounting Standard Update ("ASU") 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. The Company tests goodwill for impairment at the reporting unit level. In accordance with ASC 350, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In 2015, we concluded that it is more likely than not that the fair value of each reporting unit exceeds its carrying amount. 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, carrier relationships, non-compete agreements, and trade names, which are being amortized on an accelerated basis over their estimated weighted-average useful lives of 14.8 years , 17.0 years 6.7 years and 4.0 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 operations. |
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 | 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 liabilities at December 31, 2015 and 2014 were $995,024 and $725,743 , respectively. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 5 - 7 years Property and equipment at December 31, 2015 and 2014 , consisted of the following: December 31, December 31, 2015 2014 Computer equipment $ 13,518,440 $ 10,063,187 Software, including internal use software 56,211,129 46,303,704 Furniture, fixtures and office equipment 12,516,254 8,254,664 82,245,823 64,621,555 Less accumulated depreciation (54,941,349 ) (43,344,846 ) $ 27,304,474 $ 21,276,709 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | This $37,490,924 was 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 made in January 2015 13,782,500 Cash payment made in May 2015 3,725,000 Total $ 37,490,924 The fair value of the total consideration transferred was as follows: Cash $ 394,279,778 Echo common stock, fair value 14,746,000 Working capital adjustment, December 2015 (142,969 ) Total consideration transferred $ 408,882,809 |
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 19,626,724 Intangible assets 16,800,000 Total assets acquired $ 41,825,815 Accounts payable $ 4,197,058 Accrued expenses 137,833 Total liabilities assumed $ 4,334,891 Total consideration transferred $ 37,490,924 The following table summarizes the preliminary allocation of the total consideration transferred for the acquisition of Command: Cash $ 9,495,246 Accounts receivable, net 62,398,350 Property and equipment 3,667,615 Prepaid expenses 818,903 Goodwill 226,480,985 Intangible assets 125,400,000 Total assets acquired $ 428,261,099 Accounts payable $ 11,172,240 Accrued expenses 8,206,050 Total liabilities assumed $ 19,378,290 Total consideration transferred $ 408,882,809 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The fair values assigned to the intangible assets acquired were as follows: Intangible Asset Value Useful Life Customer relationships $ 97,200,000 17 years Carrier relationships 18,300,000 17 years Trade names 5,000,000 4 years Noncompete agreements 4,900,000 5-8 years $ 125,400,000 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block] | 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 Command. These unaudited pro forma results are not necessarily indicative of what would have occurred if the Command acquisition had been in effect for the periods presented or future results. Year Ended December 31, 2015 2014 Echo revenue, as reported $ 1,512,298,686 $ 1,173,382,760 Command revenue (1) 221,422,040 561,059,709 Pro forma revenue $ 1,733,720,726 $ 1,734,442,469 Echo net income, as reported $ 7,845,674 $ 16,787,558 Command net income (1) 9,719,680 21,583,380 Pro forma adjustments (131,383 ) (30,480,546 ) Pro forma net income $ 17,433,971 $ 7,890,392 (1) The pro forma Command amounts for the twelve months ended December 31, 2015 include only five months of Command results. Command revenue and net income from June 1, 2015 through December 31, 2015 are included in Echo reported revenue and net income. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 : Fair Value Measurements as of December 31, 2015 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration obligation $ (4,086,697 ) $ — $ — $ (4,086,697 ) 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 ) |
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, 2014 $ (7,150,432 ) OFS acquisition, acquisition date fair value (880,000 ) Change in fair value (2,160,316 ) Payment of contingent consideration 4,859,670 Balance at December 31, 2014 (5,331,078 ) Xpress acquisition, acquisition date fair value (1,500,000 ) Change in fair value (201,452 ) Payment of contingent consideration 2,945,833 Balance at December 31, 2015 $ (4,086,697 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 5 - 7 years Property and equipment at December 31, 2015 and 2014 , consisted of the following: December 31, December 31, 2015 2014 Computer equipment $ 13,518,440 $ 10,063,187 Software, including internal use software 56,211,129 46,303,704 Furniture, fixtures and office equipment 12,516,254 8,254,664 82,245,823 64,621,555 Less accumulated depreciation (54,941,349 ) (43,344,846 ) $ 27,304,474 $ 21,276,709 |
Intangibles and Other Assets (T
Intangibles and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Roll-forward of goodwill | The following is a summary of goodwill as of December 31: Balance as of January 1, 2014 $ 51,650,060 OFS acquisition, goodwill acquired 4,309,146 Comcar acquisition, goodwill acquired 2,342,265 One Stop acquisition, goodwill acquired 19,608,066 Balance as of December 31, 2014 77,909,537 One Stop, purchase accounting adjustment 18,659 Xpress acquisition, goodwill acquired 4,081,407 Command acquisition, goodwill acquired 226,480,985 Balance as of December 31, 2015 $ 308,490,588 |
Summary of amortizable intangible assets | The following is a summary of amortizable intangible assets as of December 31, 2015 and December 31, 2014 : December 31, 2015 December 31, 2014 Weighted- Average Life Customer relationships $ 145,138,979 $ 44,938,979 14.8 years Carrier relationships 18,300,000 — 17.0 years Noncompete agreements 5,239,000 339,000 6.7 years Trade names 5,640,000 640,000 4.0 years 174,317,979 45,917,979 14.4 years Less accumulated amortization (26,785,810 ) (15,046,556 ) Intangible assets, net $ 147,532,169 $ 30,871,423 |
Estimated amortization expense for the next five years and thereafter | The estimated amortization expense for the next five years and thereafter is as follows: 2016 $ 15,804,429 2017 14,243,799 2018 12,861,305 2019 11,470,909 2020 10,638,587 Thereafter 82,513,140 $ 147,532,169 |
Accrued Expenses and Other No34
Accrued Expenses and Other Noncurrent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | The components of accrued expenses at December 31, 2015 and December 31, 2014 are as follows: December 31, 2015 December 31, 2014 Accrued compensation $ 17,937,504 $ 11,359,446 Accrued rebates 2,535,606 2,572,544 Accrued employee benefits 2,809,239 1,643,713 Accrued professional service fees 1,837,749 868,649 Accrued interest 1,463,880 27,320 Deferred rent 400,809 293,853 Other 3,298,275 2,730,475 Total accrued expenses $ 30,283,062 $ 19,496,000 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Long-term Debt Instruments | As of December 31, 2015 , the carrying amount of the Notes on the balance sheet is $196.7 million , calculated as follows: December 31, 2015 Convertible senior notes, principal amount $ 230,000,000 Unamortized debt discount (27,835,387 ) Unamortized debt issuance costs (5,505,259 ) Convertible senior notes, net $ 196,659,354 |
Schedule of Maturities of Long-term Debt | The undiscounted interest and principal payments due in relation to the Notes from December 31, 2015 to the maturity of the Notes on May 1, 2020 are as follows: Total 2016 2017 2018 2019 2020 Senior convertible notes, including interest $ 255,875,000 5,750,000 5,750,000 5,750,000 5,750,000 $ 232,875,000 |
Commitments and Contingencies36
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum annual rental payments | Future minimum annual rental payments for the next five years and thereafter are as follows: Operating Leases 2016 $ 6,551,203 2017 6,238,739 2018 4,923,271 2019 4,103,449 2020 3,626,337 Thereafter 1,199,501 $ 26,642,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 : 2015 2014 Balance at January 1 $ 595,938 $ 337,983 Gross (decrease)/increase — current period tax positions (175,029 ) 257,955 Balance at December 31 $ 420,909 $ 595,938 |
Components of provision for income taxes | The provision for income taxes consists of the following components for the years ended December 31, 2015 , 2014 and 2013 : 2015 2014 2013 Current: Federal $ 3,889,649 $ 8,326,480 $ 6,928,141 State (202,270 ) 1,435,511 1,084,663 Total current 3,687,379 9,761,991 8,012,804 Deferred: Federal (23,265 ) 560,345 404,395 State 18,143 169,255 228,289 Total deferred (5,122 ) 729,600 632,684 Income tax expense $ 3,682,257 $ 10,491,591 $ 8,645,488 |
Reconciliation of effective income tax rate | The provision for income taxes for the years ended December 31, 2015 , 2014 and 2013 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: 2015 2014 2013 Tax expense at U.S. federal income tax rate $ 4,034,776 $ 9,547,702 $ 7,996,836 State income taxes, net of federal income tax effect 36,308 951,284 751,257 Nondeductible expenses and other 119,705 176,878 71,282 Effect of state rate change on deferred items (25,338 ) 8,402 18,570 Research and development credit (364,050 ) (360,584 ) (449,679 ) Changes in unrecognized tax benefits (112,599 ) 182,385 166,432 Provision to return adjustments (6,545 ) (14,476 ) 90,790 $ 3,682,257 $ 10,491,591 $ 8,645,488 |
Components of deferred tax assets and liabilities | At December 31, 2015 , the Company's noncurrent deferred tax assets and liabilities, after applying the new guidance, consisted of the following: 2015 Noncurrent deferred tax assets: Reserves and allowances $ 2,142,123 Stock options 6,063,284 Total noncurrent deferred tax assets 8,205,407 Noncurrent deferred tax liabilities: Prepaid and other expenses 1,342,674 Intangible assets 1,631,816 Property and equipment 7,529,641 Convertible debt 10,221,324 Total noncurrent deferred tax liabilities 20,725,455 Net deferred tax liability $ (12,520,048 ) At December 31, 2014 , the Company's deferred tax assets and liabilities consisted of the following: 2014 Current deferred tax assets: Reserves and allowances $ 2,018,366 Noncurrent deferred tax assets: Intangible assets 474,638 Stock options 2,450,556 Total noncurrent deferred tax assets 2,925,194 Total deferred tax assets 4,943,560 Total current deferred tax liability: Prepaid and other expenses 1,023,195 Noncurrent deferred tax liabilities: Property and equipment 6,738,462 Research and development credit 520,367 Total noncurrent deferred tax liabilities 7,258,829 Total deferred tax liabilities 8,282,024 Net deferred tax liability $ (3,338,464 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 are as follows: Year Ended December 31, 2015 2014 2013 Numerator: Net income $ 7,845,674 $ 16,787,558 $ 14,202,614 Denominator: Denominator for basic earnings per share - weighted-average shares 27,473,054 23,044,029 22,860,661 Effect of dilutive securities: Employee stock options 636,495 590,312 543,322 Denominator for dilutive earnings per share 28,109,549 23,634,341 23,403,983 Basic net income per common share $ 0.29 $ 0.73 $ 0.62 Diluted net income per common share $ 0.28 $ 0.71 $ 0.61 |
Stock Based Compensation Plan39
Stock Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of stock option activity | A summary of stock option activity is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2013 1,244,876 $ 9.01 6.0 $ 11,145,479 Granted 3,000 17.94 Exercised (112,990 ) 10.00 1,296,867 Forfeited or canceled (35,660 ) 11.99 Outstanding at December 31, 2013 1,099,226 $ 8.83 5.0 $ 13,899,986 Granted — — Exercised (173,727 ) 6.20 3,995,095 Forfeited or canceled (3,610 ) 12.20 Outstanding at December 31, 2014 921,889 $ 9.32 4.2 $ 18,329,554 Granted — — Exercised (150,701 ) 7.02 2,014,921 Forfeited or canceled (1,660 ) 12.01 Outstanding at December 31, 2015 769,528 $ 9.76 3.36 $ 8,178,882 Options vested and exercisable at December 31, 2015 747,478 $ 9.69 3.31 $ 7,997,359 |
Stock options granted and vested | The following table provides information about stock options granted and vested in the years ended December 31: 2015 2014 2013 Options granted: Exercise price per share of options granted — — $ 17.94 Options vested/exercisable: Grant date fair value of options vested $ 2,950,446 $ 3,250,365 $ 3,059,084 Aggregate intrinsic value of options vested and exercisable at end of period $ 7,997,359 $ 17,827,707 $ 12,640,576 |
Nonvested restricted share grants | The following table summarizes these non-vested restricted share grants as of December 31, 2015 : Number of Restricted Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2014 563,695 $ 17.73 Granted 677,091 30.80 Vested (209,510 ) 17.49 Forfeitures (80,490 ) 19.97 Non-vested at December 31, 2015 950,786 $ 26.90 |
Quarterly Financial Data (Una40
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Components of quarterly finacial data | Year Ended December 31, 2015 First Quarter (1) Second Quarter (2) Third Quarter Fourth Quarter Revenue $ 283,491,574 $ 371,642,242 $ 449,993,415 $ 407,171,455 Net revenue 53,251,716 69,541,297 87,378,497 80,091,805 Net income (loss) 3,327,777 (681,628 ) 3,458,705 1,740,820 Net income (loss) per share: Basic $ 0.14 $ (0.03 ) $ 0.12 $ 0.06 Diluted $ 0.14 $ (0.03 ) $ 0.11 $ 0.06 Year Ended December 31, 2014 First (3) Second (4) Third Fourth 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 $ 0.20 Diluted $ 0.10 $ 0.18 $ 0.23 $ 0.20 ____________________ (1) The Company acquired Xpress in February 2015 and the financial results of this acquisition are included in the consolidated financial statements beginning February 1, 2015. (2) The Company acquired Command in June 2015 and the financial results of this acquisition are included in the consolidated financial statements beginning June 1, 2015. (3) 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. (4) 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. |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Accounts receivable and allowance for doubtful accounts: | |||
Bad debt expense | $ 1,427,983 | $ 1,937,227 | $ 1,229,134 |
Duration past due considered delinquent | 90 days | ||
Number of reportable segments | Segment | 1 | ||
Self Insurance Reserve, Current | $ 995,024 | $ 725,743 | |
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 Accoun42
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property and equipment: | |||
Depreciation | $ 12,403,273 | $ 9,950,256 | $ 8,192,981 |
Property and equipment, net | $ 27,304,474 | 21,276,709 | |
Software Development [Member] | |||
Property and equipment: | |||
Property and equipment, useful life | 3 years | ||
Depreciation | $ 8,648,096 | 7,572,309 | $ 6,394,788 |
Property and equipment, net | $ 14,649,370 | $ 13,687,293 | |
Furniture and fixtures | Minimum | |||
Property and equipment: | |||
Property and equipment, useful life | 5 years | ||
Furniture and fixtures | Maximum | |||
Property and equipment: | |||
Property and equipment, useful life | 7 years | ||
Computer Equipment and Software [Member] | |||
Property and equipment: | |||
Property and equipment, useful life | 3 years | ||
Office Equipment [Member] | |||
Property and equipment: | |||
Property and equipment, useful life | 5 years |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Goodwill and Other Intangibles (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and other intangibles: | |
Weighted average useful life | 14 years 4 months 24 days |
Customer relationships | |
Goodwill and other intangibles: | |
Weighted average useful life | 14 years 9 months 18 days |
Carrier Relationships [Member] | |
Goodwill and other intangibles: | |
Weighted average useful life | 17 years |
Noncompete agreements | |
Goodwill and other intangibles: | |
Weighted average useful life | 6 years 8 months 12 days |
Trade names | |
Goodwill and other intangibles: | |
Weighted average useful life | 4 years |
New Accounting Pronouncements A
New Accounting Pronouncements Accounting for Measurement-Period Adjustments (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
New Accounting Pronouncements [Abstract] | |
Finite-Lived Intangible Assets, Purchase Accounting Adjustments | $ 26.1 |
Acquisitions (Details)
Acquisitions (Details) | Jun. 01, 2015USD ($)Employee_grantedoptionsgranttoseller$ / sharesshares | Feb. 02, 2015USD ($) | May. 12, 2014USD ($) | Feb. 01, 2014USD ($) | Jan. 01, 2014USD ($) | Feb. 28, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | May. 01, 2015USD ($) | Jan. 01, 2015USD ($) | Sep. 01, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||||||
Revenue | $ 407,171,455 | $ 449,993,415 | $ 371,642,242 | $ 283,491,574 | $ 300,026,847 | $ 320,565,829 | $ 305,119,867 | $ 247,670,217 | $ 1,512,298,686 | $ 1,173,382,760 | $ 884,193,289 | |||||||||||
Business Acquisition, Pro Forma Revenue | $ 1,733,720,726 | 1,734,442,469 | ||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 14 years 4 months 24 days | |||||||||||||||||||||
Contingent consideration expense | $ 201,452 | 2,160,316 | 101,181 | |||||||||||||||||||
Business Acquisition, Share Price | $ / shares | $ 32.52 | |||||||||||||||||||||
Fair Value Inputs, Discount for Lack of Marketability | 10.00% | |||||||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 17,433,971 | 7,890,392 | ||||||||||||||||||||
Goodwill | 308,490,588 | 77,909,537 | $ 308,490,588 | $ 308,490,588 | 308,490,588 | 77,909,537 | $ 51,650,060 | |||||||||||||||
Granted | shares | 34,328 | |||||||||||||||||||||
Selling, general, and administrative expenses | 243,214,264 | 166,812,670 | $ 121,881,168 | |||||||||||||||||||
Net income | 1,740,820 | $ 3,458,705 | $ (681,628) | $ 3,327,777 | $ 4,655,778 | $ 5,457,604 | $ 4,244,217 | $ 2,429,959 | 7,845,674 | 16,787,558 | 14,202,614 | |||||||||||
Amortization of Intangible Assets | 11,739,254 | 3,925,823 | 2,371,676 | |||||||||||||||||||
Interest Expense, Debt | 11,276,207 | 105,404 | 1,357 | |||||||||||||||||||
Business Acquisition, Pro Forma Adjustments | $ (131,383) | (30,480,546) | ||||||||||||||||||||
Customer relationships | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 14 years 9 months 18 days | |||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | |||||||||||||||||||||
Carrier Relationships [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 17 years | |||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | |||||||||||||||||||||
Trade names | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | |||||||||||||||||||||
Noncompete agreements | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 6 years 8 months 12 days | |||||||||||||||||||||
Xpress Solutions [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 6,054,937 | |||||||||||||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 2,581,407 | |||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 3,000,000 | |||||||||||||||||||||
Goodwill, Acquired During Period | $ 4,081,407 | |||||||||||||||||||||
Contingent consideration expense | 40,000 | |||||||||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 11,800,000 | |||||||||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 300,000 | |||||||||||||||||||||
Goodwill | 4,081,407 | |||||||||||||||||||||
Business Combination, Contingent Consideration, Liability | 1,500,000 | 1,540,000 | 1,540,000 | 1,540,000 | 1,540,000 | |||||||||||||||||
Xpress Solutions [Member] | Customer relationships | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 3,000,000 | |||||||||||||||||||||
Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Revenue | 221,422,040 | 561,059,709 | ||||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 394,279,778 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 9,495,246 | |||||||||||||||||||||
Goodwill, Acquired During Period | $ 226,480,985 | |||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 503,829 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 62,398,350 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,667,615 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 125,400,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 428,261,099 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 11,172,240 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 19,378,290 | |||||||||||||||||||||
Goodwill | 226,480,985 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 818,903 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 8,206,050 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 408,882,809 | |||||||||||||||||||||
Stock-based compensation expense | 2,700,000 | |||||||||||||||||||||
Selling, general, and administrative expenses | 6,500,000 | |||||||||||||||||||||
Revenues | 286,400,000 | |||||||||||||||||||||
Net income | 1,100,000 | 9,719,680 | $ 21,583,380 | |||||||||||||||||||
Amortization of Intangible Assets | 3,000,000 | |||||||||||||||||||||
Interest Expense | $ 3,300,000 | |||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | (142,969) | |||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 14,746,000 | |||||||||||||||||||||
Business Combination, Consideration Transferred | 408,882,809 | |||||||||||||||||||||
Command Transportation, LLC [Member] | Customer relationships | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 97,200,000 | |||||||||||||||||||||
Command Transportation, LLC [Member] | Carrier Relationships [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 18,300,000 | |||||||||||||||||||||
Command Transportation, LLC [Member] | Trade names | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 5,000,000 | |||||||||||||||||||||
Command Transportation, LLC [Member] | Noncompete agreements | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,900,000 | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 | 19,626,724 | |||||||||||||||||||||
Goodwill, Acquired During Period | 19,608,066 | |||||||||||||||||||||
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 | 41,825,815 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 4,197,058 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 137,833 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 4,334,891 | |||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | $ (18,659) | |||||||||||||||||||||
Performance Shares [Member] | Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Granted | shares | 67,178 | |||||||||||||||||||||
Stock-based compensation expense | $ 424,789 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Granted | shares | 677,091 | 184,157 | ||||||||||||||||||||
Stock-based compensation expense | $ 11,821,382 | $ 3,520,439 | $ 2,673,769 | |||||||||||||||||||
Restricted Stock [Member] | Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Granted | shares | 335,882 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Employees Granted Shares | Employee_grantedoptions | 33 | |||||||||||||||||||||
Management [Member] | Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Employees Granted Shares | granttoseller | 2 | |||||||||||||||||||||
Management [Member] | Performance Shares [Member] | Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Granted | shares | 67,178 | |||||||||||||||||||||
Management [Member] | Restricted Stock [Member] | Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Granted | shares | 100,766 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||
Stock-based compensation expense | $ 7,300,000 | |||||||||||||||||||||
Acquisition-related Costs [Member] | Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Business Acquisition, Transaction Costs | 6,500,000 | 6,500,000 | 6,500,000 | $ 6,500,000 | ||||||||||||||||||
Senior Notes [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||||||||||||||||
Interest Expense, Debt | 8,100,000 | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | 230,000,000 | ||||||||||||||||||
Term Loan Facility [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Interest Expense, Debt | $ 2,000,000 | |||||||||||||||||||||
Vesting Ratably, Twelve Months [Member] | Restricted Stock [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Granted | shares | 355,532 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||||||||||||||||
Vesting Ratably, Twelve Months [Member] | Restricted Stock [Member] | Command Transportation, LLC [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||||||||||||||||
Minimum | Noncompete agreements | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||||||||||||||
Maximum | Noncompete agreements | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | $ (1,500,000) | $ (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 | 7.00% | |
Level 3 | ||
Reconciliation of the beginning and ending balances of the liabilities measured at fair value | ||
Balance at beginning of period | $ (5,331,078) | (7,150,432) |
Change in fair value | (201,452) | (2,160,316) |
Payment of contingent consideration | 2,945,833 | 4,859,670 |
Balance at end of period | (4,086,697) | (5,331,078) |
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 | 201,452 | 2,160,316 |
Fair Value, Measurements, Recurring | Contingent consideration | ||
Liabilities: | ||
Contingent consideration obligation | (4,086,697) | (5,331,078) |
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 | $ (4,086,697) | $ (5,331,078) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of property and equipment: | |||
Property and equipment, gross | $ 82,245,823 | $ 64,621,555 | |
Less accumulated depreciation | (54,941,349) | (43,344,846) | |
Property and equipment, net | 27,304,474 | 21,276,709 | |
Depreciation | 12,403,273 | 9,950,256 | $ 8,192,981 |
Computer equipment | |||
Components of property and equipment: | |||
Property and equipment, gross | 13,518,440 | 10,063,187 | |
Software, including internal use software | |||
Components of property and equipment: | |||
Property and equipment, gross | 56,211,129 | 46,303,704 | |
Furniture and fixtures | |||
Components of property and equipment: | |||
Property and equipment, gross | $ 12,516,254 | $ 8,254,664 |
Intangibles and Other Assets -
Intangibles and Other Assets - Goodwill (Details) - USD ($) | Jun. 01, 2015 | Feb. 02, 2015 | May. 12, 2014 | Feb. 01, 2014 | Jan. 01, 2014 | Dec. 31, 2015 |
Goodwill roll-forward: | ||||||
Balance at beginning of period | $ 51,650,060 | $ 77,909,537 | ||||
Balance at end of period | 308,490,588 | |||||
Online Freight Services, Inc. [Member] | ||||||
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 | |||||
One Stop Logistics, Inc. [Member] | ||||||
Goodwill roll-forward: | ||||||
Purchase price adjustment | $ 18,659 | |||||
Goodwill acquired related to the purchase of business | $ 19,608,066 | |||||
Xpress Solutions [Member] | ||||||
Goodwill roll-forward: | ||||||
Goodwill acquired related to the purchase of business | $ 4,081,407 | |||||
Command Transportation, LLC [Member] | ||||||
Goodwill roll-forward: | ||||||
Purchase price adjustment | $ 142,969 | |||||
Goodwill acquired related to the purchase of business | 226,480,985 | |||||
Balance at end of period | $ 226,480,985 |
Intangibles and Other Assets 49
Intangibles and Other Assets - Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of amortizable intangible assets: | |||
Finite-lived intangible assets, gross | $ 174,317,979 | $ 45,917,979 | |
Less accumulated amortization | (26,785,810) | (15,046,556) | |
Intangible assets, net | $ 147,532,169 | 30,871,423 | |
Weighted average useful life | 14 years 4 months 24 days | ||
Amortization of Intangible Assets | $ 11,739,254 | 3,925,823 | $ 2,371,676 |
Estimated amortization expense for the next five years and thereafter: | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 15,804,429 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 14,243,799 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 12,861,305 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 11,470,909 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 10,638,587 | ||
Thereafter | 82,513,140 | ||
Intangible assets, net | 147,532,169 | 30,871,423 | |
Customer relationships | |||
Summary of amortizable intangible assets: | |||
Finite-lived intangible assets, gross | $ 145,138,979 | 44,938,979 | |
Weighted average useful life | 14 years 9 months 18 days | ||
Carrier Relationships [Member] | |||
Summary of amortizable intangible assets: | |||
Finite-lived intangible assets, gross | $ 18,300,000 | 0 | |
Weighted average useful life | 17 years | ||
Noncompete agreements | |||
Summary of amortizable intangible assets: | |||
Finite-lived intangible assets, gross | $ 5,239,000 | 339,000 | |
Weighted average useful life | 6 years 8 months 12 days | ||
Trade names | |||
Summary of amortizable intangible assets: | |||
Finite-lived intangible assets, gross | $ 5,640,000 | $ 640,000 | |
Weighted average useful life | 4 years |
Accrued Expenses and Other No50
Accrued Expenses and Other Noncurrent Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 17,937,504 | $ 11,359,446 |
Accrued rebates | 2,535,606 | 2,572,544 |
Accrued Employee Benefits | 2,809,239 | 1,643,713 |
Accrued Professional Fees | 1,837,749 | 868,649 |
Interest Payable | 1,463,880 | 27,320 |
Deferred rent | 400,809 | 293,853 |
Other | 3,298,275 | 2,730,475 |
Other noncurrent liabilities | 2,940,435 | 1,502,019 |
Total accrued expenses | $ 30,283,062 | $ 19,496,000 |
Long-Term Debt - Line of Credit
Long-Term Debt - Line of Credit (Details) | Jun. 01, 2015USD ($)increase_option | Sep. 30, 2015 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Line of Credit Facility [Line Items] | |||||
Repayments of Lines of Credit | $ 34,782,500 | $ 5,000,000 | $ 0 | ||
Line of Credit Facility [Abstract] | |||||
Proceeds from Lines of Credit | 34,782,500 | 5,000,000 | 0 | ||
Proceeds from Issuance of Long-term Debt | 40,000,000 | ||||
Interest Expense, Debt | 11,276,207 | $ 105,404 | $ 1,357 | ||
Term Loan Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Debt | 300,000,000 | ||||
Line of Credit Facility [Abstract] | |||||
Interest Expense, Debt | 2,000,000 | ||||
ABL Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Repayments of Lines of Credit | 40,000,000 | ||||
Line of Credit Facility [Abstract] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 153,700,000 | ||||
Debt Issuance Cost | 3,100,000 | ||||
Debt Instrument, Term | 5 years | ||||
Interest Expense, Debt | $ 400,000 | ||||
ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Line of Credit Facility, Number if Increases to Borrowing Capacity Available During Life of Facility | increase_option | 4 | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.375% | ||||
Letters of Credit Outstanding, Amount | $ 0 | ||||
Line of Credit Facility, Increase to Maximum Borrowing Capacity | $ 100,000,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 154,500,000 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 300,000,000 | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 200,000,000 | ||||
ABL Facility [Member] | Letter of Credit [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Letters of Credit Outstanding, Amount | $ 800,000 | ||||
Federal Funds Effective Swap Rate [Member] | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
London Interbank Offered Rate (LIBOR) [Member] | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
Minimum | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||||
Minimum | Federal Funds Effective Swap Rate [Member] | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||
Minimum | London Interbank Offered Rate (LIBOR) [Member] | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Maximum | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.375% | ||||
Maximum | Federal Funds Effective Swap Rate [Member] | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
Maximum | London Interbank Offered Rate (LIBOR) [Member] | ABL Facility [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Abstract] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Long-Term Debt - Convertible Se
Long-Term Debt - Convertible Senior Notes (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($)day$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | May. 05, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 204,800,000 | |||
Interest Expense, Debt | 11,276,207 | $ 105,404 | $ 1,357 | |
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 255,875,000 | |||
Convertible Debt | $ 223,100,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||
Debt Instrument, Convertible, Conversion Ratio | 25.5428 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 39.15 | |||
Interest Expense, Debt | $ 8,100,000 | |||
Contractual coupon interest | 3,800,000 | |||
Debt discount amortization | 3,600,000 | |||
Debt issuance cost amortization | 700,000 | |||
Debt Instrument, Face Amount | 230,000,000 | |||
Unamortized Debt Discount | 27,835,387 | |||
Unamortized Debt Issuance Costs | 5,505,259 | |||
Convertible senior notes, net | $ 196,659,354 | |||
Senior Notes [Member] | Debt Instrument, Redemption, Period One [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Threshold Trading Days | day | 20 | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||
Debt Instrument, Convertible, Stock Price to Conversion Price Trigger, Percent | 130.00% | |||
Senior Notes [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 5 days | |||
Debt Instrument, Convertible, Stock Price to Conversion Price Trigger, Percent | 98.00% | |||
Senior Notes [Member] | Debt Instrument, Redemption, Fundamental Change | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Stock Price to Conversion Price Trigger, Percent | 100.00% | |||
Maximum | Senior Notes [Member] | Debt Instrument, Redemption, Fundamental Change | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Conversion Ratio | 34.4827 | |||
Level 2 | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Straight Debt Borrowing Rate | 5.75% | |||
Fair Value of liability component | $ 198,500,000 | |||
Fair value of equity component | $ 31,500,000 | |||
Discount Amortization Period | 5 years | |||
Effective interest rate | 6.33% |
Long-Term Debt - Maturity Sched
Long-Term Debt - Maturity Schedule (Details) - Senior Notes [Member] | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Long-term Debt | $ 255,875,000 |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 5,750,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 5,750,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 5,750,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 5,750,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | $ 232,875,000 |
Commitments and Contingencies54
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense | $ 5,620,731 | $ 4,361,734 | $ 3,821,934 |
Operating leases, future minimum annual rental payments: | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 6,551,203 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 6,238,739 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 4,923,271 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 4,103,449 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 3,626,337 | ||
Thereafter | 1,199,501 | ||
Future minimum annual rental payments | $ 26,642,500 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits, Period Increase (Decrease) | $ (112,599) | $ 182,385 |
Changes in unrecognized tax benefits: | ||
Unrecognized tax benefits, balance at beginning of period | 595,938 | 337,983 |
Unrecognized Tax Benefits, Decrease Resulting from Current Period Tax Positions | (175,029) | |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 257,955 | |
Unrecognized tax benefits, balance at end of period | $ 420,909 | $ 595,938 |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 3,889,649 | $ 8,326,480 | $ 6,928,141 |
State | (202,270) | 1,435,511 | 1,084,663 |
Total current | 3,687,379 | 9,761,991 | 8,012,804 |
Deferred: | |||
Federal | (23,265) | 560,345 | 404,395 |
State | 18,143 | 169,255 | 228,289 |
Total deferred | (5,122) | 729,600 | 632,684 |
Income tax expense | $ 3,682,257 | $ 10,491,591 | $ 8,645,488 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | $ 4,034,776 | $ 9,547,702 | $ 7,996,836 |
State income taxes, net of federal income tax effect | 36,308 | 951,284 | 751,257 |
Nondeductible expenses and other | 119,705 | 176,878 | 71,282 |
Effect of state rate change on deferred items | (25,338) | 8,402 | 18,570 |
Research and development credit | (364,050) | (360,584) | (449,679) |
Changes in unrecognized tax benefits | (112,599) | 182,385 | 166,432 |
Provision to return adjustments | (6,545) | (14,476) | 90,790 |
Income tax expense | $ 3,682,257 | $ 10,491,591 | $ 8,645,488 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current deferred tax assets: | ||
Reserves and allowances | $ 2,018,366 | |
Noncurrent deferred tax assets: | ||
Reserves and allowances | $ 2,142,123 | |
Intangible assets | 474,638 | |
Stock options | 6,063,284 | 2,450,556 |
Total noncurrent deferred tax assets | 8,205,407 | 2,925,194 |
Total deferred tax assets | 4,943,560 | |
Total current deferred tax liability: | ||
Prepaid and other expenses | 1,023,195 | |
Noncurrent deferred tax liabilities: | ||
Prepaid and other expenses | 1,342,674 | |
Research and development credit | 520,367 | |
Intangible assets | 1,631,816 | |
Property and equipment | 7,529,641 | 6,738,462 |
Convertible debt | 10,221,324 | |
Total noncurrent deferred tax liabilities | 20,725,455 | 7,258,829 |
Total deferred tax liabilities | 8,282,024 | |
Net deferred tax liability | $ (12,520,048) | $ (3,338,464) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Dec. 31, 2015 | Dec. 29, 2015 | Dec. 31, 2014 |
Equity [Abstract] | |||
Preferred stock, shares authorized for issuance | 2,500,000 | ||
Preferred stock, shares outstanding | 0 | ||
Stock Repurchase Program, Authorized Amount | $ 50,000,000 | ||
Treasury Stock, Shares | 37,937 | 0 | |
Treasury Stock, Value | $ 784,829 | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net income | $ 1,740,820 | $ 3,458,705 | $ (681,628) | $ 3,327,777 | $ 4,655,778 | $ 5,457,604 | $ 4,244,217 | $ 2,429,959 | $ 7,845,674 | $ 16,787,558 | $ 14,202,614 |
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted-average shares (in shares) | 27,473,054 | 23,044,029 | 22,860,661 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options (in shares) | 636,495 | 590,312 | 543,322 | ||||||||
Denominator for dilutive earnings per share (in shares) | 28,109,549 | 23,634,341 | 23,403,983 | ||||||||
Basic net income per common share (USD per share) | $ 0.06 | $ 0.12 | $ (0.03) | $ 0.14 | $ 0.20 | $ 0.24 | $ 0.18 | $ 0.11 | $ 0.29 | $ 0.73 | $ 0.62 |
Diluted net income per share (USD per share) | $ 0.06 | $ 0.11 | $ (0.03) | $ 0.14 | $ 0.20 | $ 0.23 | $ 0.18 | $ 0.10 | $ 0.28 | $ 0.71 | $ 0.61 |
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 Plan61
Stock Based Compensation Plans (Details) | Jun. 01, 2015shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013shares | Dec. 31, 2011Award_Typeshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, outstanding, grants in period (in shares) | 0 | 0 | |||
Exercise price range, lower limit (USD per share) | $ / shares | $ 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 | $ | $ 17,729,906 | $ 8,068,512 | |||
Total unrecognized compensation costs related to stock-based compensation, period for recognition | 2 years 11 months 15 days | 2 years 8 months 28 days | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, outstanding, grants in period (in shares) | 0 | 0 | 3,000 | ||
Restricted 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 | 677,091 | 184,157 | |||
Restricted Stock [Member] | Vesting Ratably, Twelve Months [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 355,532 | ||||
Restricted Stock [Member] | Vesting Ratably, Two Years [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 12,631 | ||||
Restricted Stock [Member] | Vesting Ratably, Thirty Months [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 30 months | 30 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,144 | 10,312 | |||
Restricted Stock [Member] | Vesting Ratably, Three Years [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 | 102,523 | ||||
Restricted Stock [Member] | Vesting Ratably, Four Years [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 204,261 | 173,845 | |||
Restricted Stock [Member] | Minimum | |||||
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, Nonvested, Grant Date Fair Value | $ / shares | $ 21.5 | $ 16.1 | |||
Restricted Stock [Member] | Maximum | |||||
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, Nonvested, Grant Date Fair Value | $ / shares | $ 32.52 | $ 27.48 | |||
2008 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for grant | 1,400,000 | ||||
Number of award types issued | Award_Type | 2 | ||||
2008 Stock Incentive Plan | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum term | 10 years | ||||
2008 Stock Incentive Plan | Stock options | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
2008 Stock Incentive Plan | Stock options | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||
Command Transportation, LLC [Member] | Restricted 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 | 335,882 | ||||
Command Transportation, LLC [Member] | Restricted Stock [Member] | Vesting Ratably, Twelve Months [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
Command Transportation, LLC [Member] | Performance Shares [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 | 67,178 | ||||
Command Transportation, LLC [Member] | Management [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 100,766 | ||||
Command Transportation, LLC [Member] | Management [Member] | Performance Shares [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 | 67,178 |
Stock Based Compensation Plan62
Stock Based Compensation Plans - Stock Option Awards (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Options, outstanding: | ||||
Options, outstanding, grants in period (in shares) | 0 | 0 | ||
Options, additional disclosures: | ||||
Total unrecognized compensation costs related to stock-based compensation, period for recognition | 2 years 11 months 15 days | 2 years 8 months 28 days | ||
Share Price | $ 20.39 | $ 29.2 | $ 21.48 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 226,050 | $ 479,921 | $ 664,909 | |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 88,160 | $ 187,169 | $ 259,314 | |
Options, outstanding: | ||||
Options, outstanding, beginning of period (in shares) | 921,889 | 1,099,226 | 1,244,876 | |
Options, outstanding, grants in period (in shares) | 0 | 0 | 3,000 | |
Options, outstanding, exercises in period (in shares) | (150,701) | (173,727) | (112,990) | |
Options, outstanding, forfeited or canceled in period (in shares) | (1,660) | (3,610) | (35,660) | |
Options, outstanding, end of period (in shares) | 769,528 | 921,889 | 1,099,226 | 1,244,876 |
Options, oustanding, exercisable (in shares) | 747,478 | |||
Options, weighted-average exercise price: | ||||
Options, outstanding, weighted average exercise price, beginning of period (USD per share) | $ 9.32 | $ 8.83 | $ 9.01 | |
Options, grants in period, weighted average exercise price (USD per share) | 0 | 0 | 17.94 | |
Options, exercises in period, weighted average exercise price (USD per share) | 7.02 | 6.20 | 10 | |
Options, forfeited or canceled in period, weighted average exercise price (USD per share) | 12.01 | 12.20 | 11.99 | |
Options, outstanding, weighted average exercise price, end of period (USD per share) | 9.76 | $ 9.32 | $ 8.83 | $ 9.01 |
Options, exercisable, weighted average exercise price (USD per share) | $ 9.69 | |||
Options, additional disclosures: | ||||
Options, oustanding, weighted average remaining contractual term | 3 years 4 months 10 days | 4 years 1 month 28 days | 5 years | 6 years |
Options, exercisable, weighted average remaining contractual term | 3 years 3 months 23 days | |||
Options, oustanding, aggregate intrinsic value | $ 8,178,882 | $ 18,329,554 | $ 13,899,986 | $ 11,145,479 |
Options, exercises in period, aggregate intrinsic value | 2,014,921 | 3,995,095 | 1,296,867 | |
Options, exercisable, aggregate intrinsic value | $ 7,997,359 | $ 17,827,707 | $ 12,640,576 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.29 |
Stock Based Compensation Plan63
Stock Based Compensation Plans - Exercise Price Range (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | 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 | |
17.94 | |||
Stock-based compensation: | |||
Exercise price range, lower limit (USD per share) | $ 0 | ||
Stock options | |||
Stock-based compensation: | |||
Exercise price range, upper limit (USD per share) | $ 0 | $ 0 | |
Grant date fair value of options vested | $ 2,950,446 | $ 3,250,365 | $ 3,059,084 |
Aggregate intrinsic value of options vested and exercisable at end of period | $ 7,997,359 | $ 17,827,707 | $ 12,640,576 |
Stock options | 17.94 | |||
Stock-based compensation: | |||
Exercise price range, upper limit (USD per share) | $ 17.94 |
Stock Based Compensation Plan64
Stock Based Compensation Plans - Restricted Stock Awards (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nonvested restricted share grants: | |||
Granted | 34,328 | ||
Restricted Stock [Member] | |||
Nonvested restricted share grants: | |||
Non-vested at December 31, 2014 | 563,695 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 17.73 | ||
Granted | 677,091 | 184,157 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 30.80 | ||
Vested | (209,510) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 17.49 | ||
Forfeitures | (80,490) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 19.97 | ||
Non-vested at December 31, 2015 | 950,786 | 563,695 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 26.90 | $ 17.73 | |
Stock-based compensation expense | $ 11,821,382 | $ 3,520,439 | $ 2,673,769 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 4,610,339 | $ 1,372,971 | $ 1,042,770 |
Stock Based Compensation Plan65
Stock Based Compensation Plans - Performance Based Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
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 | |
Command Transportation, LLC [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,700,000 | |
Command Transportation, LLC [Member] | Performance Shares [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 | 67,178 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 32.52 | |
Stock-based compensation expense | $ 424,789 | |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 165,668 |
Stock Based Compensation Plan66
Stock Based Compensation Plans - Performance and Market Based Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 69,213 | 43,437 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 32.84 | $ 23.74 | |
Stock-based compensation expense | $ 1,380,449 | $ 405,066 | |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 538,375 | $ 157,976 |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
401(k) savings plan: | |||
Discretionary contribution amount | $ 1,182,094 | $ 564,407 | $ 320,775 |
Quarterly Financial Data (Una68
Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 407,171,455 | $ 449,993,415 | $ 371,642,242 | $ 283,491,574 | $ 300,026,847 | $ 320,565,829 | $ 305,119,867 | $ 247,670,217 | $ 1,512,298,686 | $ 1,173,382,760 | $ 884,193,289 |
Net revenue | 80,091,805 | 87,378,497 | 69,541,297 | 53,251,716 | 54,239,784 | 58,430,050 | 53,337,470 | 42,210,126 | |||
Net income | $ 1,740,820 | $ 3,458,705 | $ (681,628) | $ 3,327,777 | $ 4,655,778 | $ 5,457,604 | $ 4,244,217 | $ 2,429,959 | $ 7,845,674 | $ 16,787,558 | $ 14,202,614 |
Net income (loss) per share: | |||||||||||
Basic (USD per share) | $ 0.06 | $ 0.12 | $ (0.03) | $ 0.14 | $ 0.20 | $ 0.24 | $ 0.18 | $ 0.11 | $ 0.29 | $ 0.73 | $ 0.62 |
Diluted (USD per share) | $ 0.06 | $ 0.11 | $ (0.03) | $ 0.14 | $ 0.20 | $ 0.23 | $ 0.18 | $ 0.10 | $ 0.28 | $ 0.71 | $ 0.61 |
Legal Matters - Gain Contingenc
Legal Matters - Gain Contingencies (Details) - Positive outcome of litigation - Shipper Direct Logistics, Inc. | Nov. 30, 2014USD ($) |
Legal matters: | |
Potential monetary gain from litigation | $ 3,013,831 |
Gain Contingency, Punitive Damages | $ 2,044,420 |
Common Stock Offering (Details)
Common Stock Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2015 | May. 12, 2015 | May. 05, 2015 | Dec. 31, 2014 |
Common Stock Offering [Abstract] | ||||
Common Stock, Shares, Issued | 29,765,525 | 5,000,000 | 23,207,051 | |
Shares Issued, Price Per Share | $ 29 | |||
Shares, Underwriter Option to Purchase | 750,000 | |||
Proceeds from Equity Offering if Underwriters Exercise Option | $ 157.8 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Jun. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | |||||
Operating Leases, Rent Expense | $ 5,620,731 | $ 4,361,734 | $ 3,821,934 | ||
Director [Member] | |||||
Related Party Transaction [Line Items] | |||||
Operating Lease, Minimum Monthly Rental Payments | $ 54,638 | ||||
Operating Leases, Rent Expense | $ 382,466 |
Schedule II - Valuation and Q72
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Movement in valuation and qualifying accounts: | |||
Bad debt expense | $ 1,427,983 | $ 1,937,227 | $ 1,229,134 |
Allowance for doubtful accounts | |||
Movement in valuation and qualifying accounts: | |||
Balance at beginning of year | 1,226,297 | 1,792,012 | 2,745,419 |
Write-offs, less recoveries | 1,526,965 | 2,502,942 | 2,182,541 |
Balance at end of year | 1,627,315 | 1,226,297 | 1,792,012 |
Command Transportation, LLC [Member] | Allowance for doubtful accounts | |||
Movement in valuation and qualifying accounts: | |||
Balance at beginning of year | 0 | 0 | |
Balance at end of year | $ 500,000 | $ 0 | $ 0 |