Echo Global Logistics 10-Q 27 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information Document - shares	3 Months Ended
	Mar. 31, 2017	Apr. 26, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Echo Global Logistics, Inc.
Entity Central Index Key	1,426,945
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		29,146,137

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenue	$ 415,752,274	$ 405,277,532
Costs and expenses:
Transportation costs	341,254,013	324,450,717
Selling, general and administrative expenses	67,237,322	69,476,488
Depreciation and amortization	8,038,259	7,529,333
(Loss) Income from operations	(777,320)	3,820,994
Interest expense	(3,624,136)	(3,503,395)
(Loss) Income before provision for income taxes	(4,401,456)	317,599
Income tax benefit (expense)	1,529,413	(54,988)
Net (loss) income	$ (2,872,043)	$ 262,611
(Loss) Earnings per common share:
Basic (in usd per share)	$ (0.10)	$ 0.01
Diluted (in usd per share)	$ (0.10)	$ 0.01

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 24,255,299	$ 16,646,089
Accounts receivable, net of allowance for doubtful accounts of $4,369,312 and $3,018,995 at March 31, 2017 and December 31, 2016, respectively	232,675,128	231,430,645
Income taxes receivable	10,466,870	7,757,841
Prepaid expenses	6,929,841	7,856,366
Other current assets	4,534,689	4,609,933
Total current assets	278,861,827	268,300,874
Noncurrent assets:
Property and equipment, net	57,814,221	57,450,059
Goodwill	307,314,171	307,314,171
Intangible assets, net of accumulated amortization of $46,165,412 and $42,590,238 at March 31, 2017 and December 31, 2016, respectively	128,152,567	131,727,741
Other noncurrent assets	2,139,502	1,975,071
Total noncurrent assets	495,420,461	498,467,042
Total assets	774,282,288	766,767,916
Current liabilities:
Accounts payable	147,062,830	135,386,424
Due to seller, current	1,041,200	743,600
Accrued expenses	26,888,776	31,810,671
Total current liabilities	174,992,806	167,940,695
Noncurrent liabilities:
Convertible notes, net	205,359,414	203,564,011
Due to seller, noncurrent	388,800	956,400
Other noncurrent liabilities	19,971,982	19,487,942
Deferred income taxes	17,717,718	16,669,138
Total noncurrent liabilities	243,437,914	240,677,491
Total liabilities	418,430,720	408,618,186
Stockholders' equity:
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 30,569,404 shares issued and 28,242,515 shares outstanding at March 31, 2017; 30,421,273 shares issued and 28,131,479 shares outstanding at December 31, 2016	3,060	3,045
Treasury stock, 2,326,889 and 2,289,794 shares at March 31, 2017 and December 31, 2016, respectively	(49,999,996)	(49,148,912)
Additional paid-in capital	330,101,699	328,676,749
Retained earnings	75,746,805	78,618,848
Total stockholders' equity	355,851,568	358,149,730
Total liabilities and stockholders' equity	$ 774,282,288	$ 766,767,916

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Allowance for doubtful accounts	$ 4,369,312	$ 3,018,995
Customer relationships and other intangible assets, accumulated amortization	$ 46,165,412	$ 42,590,238
Stockholders' equity:
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	30,569,404	30,421,273
Common stock, shares outstanding (in shares)	28,242,515	28,131,479
Treasury stock, shares (in shares)	2,326,889	2,289,794

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating activities
Net (loss) income	$ (2,872,043)	$ 262,611
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Deferred income taxes	1,048,580	(69,371)
Noncash stock compensation expense	2,655,329	5,316,837
Noncash interest expense	1,972,950	1,862,661
Change in contingent consideration due to seller	105,000	(152,382)
Change in contingent consideration due from seller	(13,528)	0
Gain on disposal of assets	(833)	0
Depreciation and amortization	8,038,259	7,529,333
Change in assets, net of acquisitions:
Accounts receivable	(1,244,483)	(12,570,057)
Income taxes receivable	(2,679,909)	(497,228)
Prepaid expenses and other assets	673,319	413,201
Change in liabilities, net of acquisitions:
Accounts payable	10,894,492	12,417,253
Accrued expenses and other liabilities	(4,466,975)	(162,880)
Net cash provided by operating activities	14,110,158	14,349,978
Investing activities
Purchases of property and equipment	(4,044,500)	(4,311,663)
Net cash used in investing activities	(4,044,500)	(4,311,663)
Financing activities
Tax benefit of stock options exercised	0	283,698
Payments of contingent consideration due to seller	(375,000)	(2,086,243)
Proceeds from exercise of stock options	11,790	34,188
Employee tax withholdings related to net share settlements of equity-based awards	(1,242,154)	(1,882,672)
Purchases of treasury stock	(851,084)	(19,390,803)
Proceeds from borrowing on ABL facility	7,000,000	6,000,000
Repayments of amounts borrowed on ABL facility	(7,000,000)	(6,000,000)
Net cash used in financing activities	(2,456,448)	(23,041,832)
Increase (Decrease) in cash and cash equivalents	7,609,210	(13,003,517)
Cash and cash equivalents, beginning of period	16,646,089	56,522,194
Cash and cash equivalents, end of period	24,255,299	43,518,677
Supplemental disclosure of cash flow information
Cash paid during the period for interest	215,844	0
Cash paid during the period for income taxes	101,916	436,900
Noncash investing activity
Liability for purchases of property and equipment	$ 781,914	$ 0

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($)	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Retained Earnings
Balance at beginning of period (in shares) at Dec. 31, 2016		30,421,273
Treasury stock at beginning of period (in shares) at Dec. 31, 2016	(2,289,794)			(2,289,794)
Balance at beginning of period at Dec. 31, 2016	$ 358,149,730	$ 3,045	$ 328,676,749	$ (49,148,912)	$ 78,618,848
Increase (decrease) in stockholders' equity:
Share compensation expense	2,655,329		2,655,329
Exercise of stock options (in shares)		1,500
Exercise of stock options	11,790	$ 0	11,790
Common stock issued for vested restricted stock (in shares)		175,240
Common stock issued for vested restricted stock	0	$ 18	(18)
Common stock issued for vested performance shares (in shares)		28,804
Common stock issued for vested performance shares	0	$ 3	(3)
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of share-based awards (in shares)		(57,413)
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of share-based awards	(1,242,154)	$ (6)	(1,242,148)
Purchases of treasury stock (in shares)				(37,095)
Purchases of treasury stock	(851,084)			$ (851,084)
Net (loss) income	$ (2,872,043)				(2,872,043)
Balance at end of period (in shares) at Mar. 31, 2017		30,569,404
Treasury stock at end of period (in shares) at Mar. 31, 2017	(2,326,889)			(2,326,889)
Balance at end of period at Mar. 31, 2017	$ 355,851,568	$ 3,060	$ 330,101,699	$ (49,999,996)	$ 75,746,805

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
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" or "Echo"). 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. The preparation of the consolidated financial statements is in conformity with the rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules or regulations. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments considered necessary for a fair presentation of the results for the period and those adjustments are of a normal recurring nature. The operating results for the three months ended March 31, 2017 are not necessarily indicative of the results expected for the full year 2017 . These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's audited financial statements for the year ended December 31, 2016 . Preparation of Financial Statements and Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results can differ from those estimates. Fair Value of Financial Instruments The carrying values of the Company's financial 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 the Company making contingent earn-out payments (see Note 3). The fair value of the due from seller asset related to the Command Transportation, LLC ("Command") acquisition is determined based on the likelihood of the employee retention criteria being met (see Note 3). The fair value of the liability component of the Notes (as defined in Note 10) was determined using the discounted cash flow analysis discussed in Note 10.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2017
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updated ("ASU") 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting . The new standard provides for changes to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share-based payment awards will be recognized as an income tax benefit or expense in the reporting period in which they occur; 2) excess tax benefits will be classified as an operating activity in the statement of cash flows; 3) the option to elect to estimate forfeitures or account for them when they occur; and 4) an increase in the tax withholding requirements threshold to qualify for equity classification. The Company adopted ASU 2016-09 on January 1, 2017 prospectively (prior periods have not been restated). For the quarter ended March 31, 2017 , a net excess tax deficiency was recognized as income tax expense in the consolidated statements of operations and any excess tax benefits were classified as an operating activity in the consolidated statements of cash flows. The Company will continue to estimate forfeitures. In May 2014, the FASB issued Accounting Standards Updated 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. This new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. 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. The Company plans to adopt this standard on January 1, 2018 using the modified retrospective approach. As a result of using this approach, the Company will recognize the cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption. The Company is evaluating whether this standard will have an impact on the gross versus net revenue recognition policies for its Transactional and Managed Transportation revenue. This new standard will also require the Company to evaluate whether it transfers control of its brokerage and transportation management services as of a point in time or over time. This evaluation may have an impact on the timing in which the Company recognizes revenue under the new standard. In addition, the new standard will require enhanced disclosures. The Company is continuing its assessment of these matters and other aspects of the new standard. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , to clarify the definition of a business to assist entities when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new accounting standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The new standard should be applied prospectively when adopted. The Company is evaluating the effects that the adoption of this guidance will have on the Company's financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. This new accounting standard will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the effects that the adoption of this guidance will have on the Company's financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows , to clarify the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs and settlement of contingent consideration arising from an acquisition. An update to this standard was issued in November 2016 ( ASU 2016-18, Statement of Cash Flows ). This update requires companies to explain a change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This new accounting standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Full retrospective adoption is required. Early adoption is permitted. The Company is evaluating the effects that the adoption of this guidance will have on its cash flow presentation within the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases . This guidance requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. This new accounting standard will be effective beginning January 1, 2019. The Company is evaluating the effects that the adoption of this guidance will have on the Company’s financial statements.

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement The Company applies Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("ASC Topic 820"), for its financial assets and financial liabilities. The guidance requires disclosures about assets and liabilities measured at fair value. The Company's financial liabilities primarily relate to contingent earn-out payments due to sellers in connection with various acquisitions. The fair value of the due to seller liabilities at March 31, 2017 was $1.4 million . The potential earn-out payments and performance periods are defined in the individual purchase agreements for each acquisition. Earnings before interest, taxes, depreciation and amortization ("EBITDA") is the performance target defined and measured to determine the earn-out payment due, if any, after each defined measurement period. The Company's financial assets relate to contingent payments that may be due from the seller of Command if certain employee retention criteria are met. The fair value of the due from seller contingent asset at March 31, 2017 was $0.4 million . The fair value of the due from seller contingent asset is determined based on the likelihood of the employee retention criteria being met. 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 due to seller ranged from 5% to 6% . 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 due to seller 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 tables set forth the Company's financial assets and liabilities measured at fair value on a recurring basis and the basis of measurement at March 31, 2017 and December 31, 2016 : Fair Value Measurements as of March 31, 2017 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,430,000 ) — — $ (1,430,000 ) Assets: Contingent consideration due from seller $ 434,800 — — $ 434,800 Fair Value Measurements as of December 31, 2016 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,700,000 ) — — $ (1,700,000 ) Assets: Contingent consideration due from seller $ 421,272 — — $ 421,272 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 Liability Balance at December 31, 2016 $ (1,700,000 ) Change in contingent consideration due to seller (105,000 ) Payment of contingent consideration due to seller 375,000 Balance at March 31, 2017 $ (1,430,000 ) The following table provides a reconciliation of the beginning and ending balances for the assets measured at fair value using significant unobservable inputs (Level 3): Due from Seller Asset Balance at December 31, 2016 $ 421,272 Change in contingent consideration due from seller 13,528 Balance at March 31, 2017 $ 434,800 For the three months ended March 31, 2017 and 2016 , the Company recognized an expense of $91,472 and a benefit of $152,382 , 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, the effect of the time value of money and the likelihood of the employee retention criteria being met. During the three months ended March 31, 2017 and 2016 , the Company made contingent earn-out payments of $375,000 and $2,086,243 , respectively, to the sellers of businesses acquired by the Company. The Company did no t receive any contingent payments from the seller of Command during the three months ended March 31, 2017 and 2016 .

Intangibles and Goodwill

Intangibles and Goodwill	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangibles and Goodwill	Intangibles and Goodwill The balance of goodwill was $307.3 million as of March 31, 2017 and December 31, 2016 , as no changes occurred during the period. The following is a summary of amortizable intangible assets as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Weighted-Average Life Customer relationships $ 145,138,979 $ 145,138,979 14.8 years Carrier relationships 18,300,000 18,300,000 17.0 years Non-compete agreements 5,239,000 5,239,000 6.7 years Trade names 5,640,000 5,640,000 4.0 years 174,317,979 174,317,979 14.4 years Less accumulated amortization (46,165,412 ) (42,590,238 ) Intangible assets, net $ 128,152,567 $ 131,727,741 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 non-compete agreements are being amortized using the straight-line method. Amortization expense related to intangible assets was $3,575,174 and $3,998,349 for the three months ended March 31, 2017 and 2016 , respectively. The estimated amortization expense for the next five years and thereafter is as follows: Remainder of 2017 $ 10,668,625 2018 12,861,305 2019 11,470,909 2020 10,638,587 2021 10,025,278 Thereafter 72,487,863 Total $ 128,152,567

Accrued Expenses and Other Nonc

Accrued Expenses and Other Noncurrent Liabilities	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Accrued Expenses and Other Noncurrent Liabilities	Accrued Expenses and Other Noncurrent Liabilities The components of accrued expenses at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Accrued compensation $ 12,767,824 $ 15,947,570 Accrued rebates 1,406,733 1,566,825 Accrued employee benefits 2,554,000 2,796,050 Accrued professional service fees 583,617 619,502 Accrued interest 2,594,196 1,158,854 Deferred rent 2,836,154 2,847,842 Other 4,146,252 6,874,028 Total accrued expenses $ 26,888,776 $ 31,810,671 The other noncurrent liabilities of $19,971,982 and $19,487,942 at March 31, 2017 and December 31, 2016 , respectively, consist of the portion of deferred rent in excess of twelve months.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The following table shows the Company's effective income tax rate for the three months ended March 31, 2017 and 2016 : Three Months Ended 2017 2016 (Loss) Income before provision for income taxes $ (4,401,456 ) $ 317,599 Income tax benefit (expense) $ 1,529,413 $ (54,988 ) Effective tax rate (34.7 )% 17.3 % The difference in the Company's effective tax rate for the three months ended March 31, 2017 from the Company's statutory federal tax rate of 35% was primarily due to the net tax deficiencies related to share-based payment awards recognized as income tax expense in accordance with ASU 2016-09, discussed further in Note 2, and the completion of a state tax audit. The difference in the Company's effective tax rate for the three months ended March 31, 2016 from the Company's statutory federal tax rate of 35% was primarily due to the impact of certain tax credits on the lower income before taxes in the quarter.

(Loss) Earnings Per Share

(Loss) Earnings Per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
(Loss) Earnings Per Share	(Loss) Earnings Per Share Basic (loss) earnings per common share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding. Diluted (loss) earnings per common share is calculated by dividing net (loss) 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 and performance shares. The computation of basic and diluted (loss) earnings per common share for the three months ended March 31, 2017 and 2016 is as follows: Three Months Ended 2017 2016 Numerator: Net (loss) income $ (2,872,043 ) $ 262,611 Denominator: Denominator for basic (loss) earnings per common share - weighted-average shares 28,155,297 29,072,061 Effect of dilutive securities: Employee stock awards — 746,259 Denominator for dilutive (loss) earnings per common share 28,155,297 29,818,320 Basic (loss) earnings per common share $ (0.10 ) $ 0.01 Diluted (loss) earnings per common share $ (0.10 ) $ 0.01 For the three months ended March 31, 2017 , 423,796 incremental shares related to stock-based awards were not included in the computation of diluted loss per common share because of the net loss during the period. For the three months ended March 31, 2016 , there were no employee stock options and no unvested restricted stock and performance shares excluded from the calculation of diluted earnings per common share. As of March 31, 2017 , 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 loss per common share for the three months ended March 31, 2017 .

Stock-Based Compensation Plans

Stock-Based Compensation Plans	3 Months Ended
	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation Plans	Stock-Based Compensation Plans The Company recorded $2,655,329 in total stock-based compensation expense with corresponding income tax benefits of $998,404 for the three months ended March 31, 2017 . For the three months ended March 31, 2016 , the Company recorded $5,316,837 in total stock-based compensation expense with corresponding income tax benefits of $1,948,089 . During the three months ended March 31, 2017 and 2016 , the Company did no t grant any stock options. The Company granted 267,788 and 222,408 shares of restricted stock to various employees during the three months ended March 31, 2017 and 2016 , respectively. In 2014, the Company initiated a performance and market-based stock incentive plan for certain executives that provides vesting based on specific financial and market-based performance measurements. The Company granted 99,933 and 91,612 shares of performance and market-based stock during the three months ended March 31, 2017 and 2016 , respectively.

Contingencies

Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies In the normal course of business, the Company is subject to potential claims and disputes related to its business, including claims for freight lost or damaged in transit. Some of these matters may be covered by the Company's insurance and risk management programs or may result in claims or adjustments with the Company's carriers. In July 2016, the Company received an unfavorable appeals assessment regarding a state activity-based tax matter of $1,291,941 , including penalties and interest, for the state tax audit period from January 1, 2010 to June 30, 2014. The Company believes the assessment is without merit and is currently defending the Company's position through a formal appeals process. The Company has not recorded any potential loss related to this matter as of March 31, 2017 .

Long-Term Debt (Notes)

Long-Term Debt (Notes)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [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 “Credit Agreement”) with PNC Bank. The 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 Company's obligations under the ABL facility are secured, on a first lien priority basis, by certain working capital assets. 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 . 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 is 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 is required to pay a commitment fee in respect to the unutilized commitments under the revolving credit facility. At March 31, 2017 , the Company's commitment fee was calculated at a rate of 0.375% . The Company recognized interest expense related to the commitment fee and borrowings on the ABL Facility of $0.2 million for the three months ended March 31, 2017 and 2016 , respectively. The Company drew $7.0 million and $6.0 million on the ABL Facility during the first quarter of 2017 and 2016 , respectively, all of which was repaid as of March 31, 2017 and 2016 . No amounts were outstanding on the ABL Facility as of March 31, 2017 . The Company is in compliance with all covenants related to the ABL. The issuance of letters of credit under the ABL Facility reduces available borrowings. At March 31, 2017 , there were $0.7 million of letters of credit outstanding. The total draw allowed on the ABL Facility at March 31, 2017 , as determined by the working capital assets pledged as collateral, was $185.7 million . After adjusting for the letters of credit, the Company's remaining availability under the ABL Facility at March 31, 2017 was $185.0 million . The Company incurred issuance costs of $3.1 million in 2015 related to the ABL Facility. These issuance costs are being amortized to interest expense using straight-line amortization over the 5 year life of the ABL Facility. For each of the three months ended March 31, 2017 and 2016 , the Company recorded $0.2 million of interest expense related to ABL Facility issuance costs. As there is no outstanding draw on the ABL Facility at March 31, 2017 , the unamortized issuance costs are presented as a deferred asset on the consolidated balance sheets. Convertible Senior Notes On May 5, 2015, the Company issued $230 million aggregate principal amount of 2.50% convertible senior notes due 2020 (the “Notes”). The Company used all of the net proceeds from the note offering (together with the proceeds from the sale of common stock and borrowings under the ABL Facility) to finance the acquisition of Command in June 2015. 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. 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 (loss) earnings per common share, but any conversion premium that exists will be included in the calculation of diluted (loss) earnings per common share using the treasury stock method. As of March 31, 2017 , 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 loss per common share for the three months ended March 31, 2017 . At issuance, 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 discussed below 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 March 31, 2017 and December 31, 2016 , the carrying amounts of the Notes on the consolidated balance sheets were calculated as follows: March 31, 2017 December 31, 2016 Convertible senior notes, principal amount $ 230,000,000 $ 230,000,000 Unamortized debt discount (20,571,894 ) (22,070,838 ) Unamortized debt issuance costs (4,068,692 ) (4,365,151 ) Convertible senior notes, net $ 205,359,414 $ 203,564,011 The Notes are carried on the consolidated balance sheets 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 March 31, 2017 was $218.7 million . The fair value of the Notes was estimated based on the trading price of the Notes at March 31, 2017 . 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 recognized interest expense related to the Notes of $3.2 million for the three months ended March 31, 2017 , consisting of $1.4 million of contractual coupon interest, $1.5 million of debt discount amortization and $0.3 million of debt issuance cost amortization. The Company recognized interest expense related to the Notes of $3.1 million for the three months ended March 31, 2016 , consisting of $1.4 million of contractual coupon interest, $1.4 million of debt discount amortization and $0.3 million of debt issuance cost amortization. The undiscounted interest and principal payments due in relation to the Notes from March 31, 2017 to the maturity of the Notes on May 1, 2020 are as follows: Total 2017 2018 2019 2020 Senior convertible notes, including interest $ 250,125,000 5,750,000 5,750,000 5,750,000 $ 232,875,000

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Preparation of Financial Statements and Use of Estimates	Preparation of Financial Statements and Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results can differ from those estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying values of the Company's financial 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 the Company making contingent earn-out payments (see Note 3). The fair value of the due from seller asset related to the Command Transportation, LLC ("Command") acquisition is determined based on the likelihood of the employee retention criteria being met (see Note 3). The fair value of the liability component of the Notes (as defined in Note 10) was determined using the discounted cash flow analysis discussed in Note 10.
New Accounting Pronouncements	Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updated ("ASU") 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting . The new standard provides for changes to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share-based payment awards will be recognized as an income tax benefit or expense in the reporting period in which they occur; 2) excess tax benefits will be classified as an operating activity in the statement of cash flows; 3) the option to elect to estimate forfeitures or account for them when they occur; and 4) an increase in the tax withholding requirements threshold to qualify for equity classification. The Company adopted ASU 2016-09 on January 1, 2017 prospectively (prior periods have not been restated). For the quarter ended March 31, 2017 , a net excess tax deficiency was recognized as income tax expense in the consolidated statements of operations and any excess tax benefits were classified as an operating activity in the consolidated statements of cash flows. The Company will continue to estimate forfeitures. In May 2014, the FASB issued Accounting Standards Updated 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. This new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. 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. The Company plans to adopt this standard on January 1, 2018 using the modified retrospective approach. As a result of using this approach, the Company will recognize the cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption. The Company is evaluating whether this standard will have an impact on the gross versus net revenue recognition policies for its Transactional and Managed Transportation revenue. This new standard will also require the Company to evaluate whether it transfers control of its brokerage and transportation management services as of a point in time or over time. This evaluation may have an impact on the timing in which the Company recognizes revenue under the new standard. In addition, the new standard will require enhanced disclosures. The Company is continuing its assessment of these matters and other aspects of the new standard. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , to clarify the definition of a business to assist entities when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new accounting standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The new standard should be applied prospectively when adopted. The Company is evaluating the effects that the adoption of this guidance will have on the Company's financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. This new accounting standard will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the effects that the adoption of this guidance will have on the Company's financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows , to clarify the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs and settlement of contingent consideration arising from an acquisition. An update to this standard was issued in November 2016 ( ASU 2016-18, Statement of Cash Flows ). This update requires companies to explain a change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This new accounting standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Full retrospective adoption is required. Early adoption is permitted. The Company is evaluating the effects that the adoption of this guidance will have on its cash flow presentation within the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases . This guidance requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. This new accounting standard will be effective beginning January 1, 2019. The Company is evaluating the effects that the adoption of this guidance will have on the Company’s financial statements.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Financial assets and liabilities measured at fair value on a recurring basis	The following tables set forth the Company's financial assets and liabilities measured at fair value on a recurring basis and the basis of measurement at March 31, 2017 and December 31, 2016 : Fair Value Measurements as of March 31, 2017 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,430,000 ) — — $ (1,430,000 ) Assets: Contingent consideration due from seller $ 434,800 — — $ 434,800 Fair Value Measurements as of December 31, 2016 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,700,000 ) — — $ (1,700,000 ) Assets: Contingent consideration due from seller $ 421,272 — — $ 421,272
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 Liability Balance at December 31, 2016 $ (1,700,000 ) Change in contingent consideration due to seller (105,000 ) Payment of contingent consideration due to seller 375,000 Balance at March 31, 2017 $ (1,430,000 )
Reconciliation of the beginning and ending balances for the assets measured at fair value using significant unobservable inputs	The following table provides a reconciliation of the beginning and ending balances for the assets measured at fair value using significant unobservable inputs (Level 3): Due from Seller Asset Balance at December 31, 2016 $ 421,272 Change in contingent consideration due from seller 13,528 Balance at March 31, 2017 $ 434,800

Intangibles and Goodwill (Table

Intangibles and Goodwill (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of amortizable intangible assets	The following is a summary of amortizable intangible assets as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Weighted-Average Life Customer relationships $ 145,138,979 $ 145,138,979 14.8 years Carrier relationships 18,300,000 18,300,000 17.0 years Non-compete agreements 5,239,000 5,239,000 6.7 years Trade names 5,640,000 5,640,000 4.0 years 174,317,979 174,317,979 14.4 years Less accumulated amortization (46,165,412 ) (42,590,238 ) Intangible assets, net $ 128,152,567 $ 131,727,741
Estimated amortization expense for the next five years and thereafter	The estimated amortization expense for the next five years and thereafter is as follows: Remainder of 2017 $ 10,668,625 2018 12,861,305 2019 11,470,909 2020 10,638,587 2021 10,025,278 Thereafter 72,487,863 Total $ 128,152,567

Accrued Expenses and Other No20

Accrued Expenses and Other Noncurrent Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Components of accrued expenses	The components of accrued expenses at March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Accrued compensation $ 12,767,824 $ 15,947,570 Accrued rebates 1,406,733 1,566,825 Accrued employee benefits 2,554,000 2,796,050 Accrued professional service fees 583,617 619,502 Accrued interest 2,594,196 1,158,854 Deferred rent 2,836,154 2,847,842 Other 4,146,252 6,874,028 Total accrued expenses $ 26,888,776 $ 31,810,671

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Reconciliation of effective income tax rate	The following table shows the Company's effective income tax rate for the three months ended March 31, 2017 and 2016 : Three Months Ended 2017 2016 (Loss) Income before provision for income taxes $ (4,401,456 ) $ 317,599 Income tax benefit (expense) $ 1,529,413 $ (54,988 ) Effective tax rate (34.7 )% 17.3 %

(Loss) Earnings Per Share (Tabl

(Loss) Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Computation of basic and diluted (loss) earnings per common share	The computation of basic and diluted (loss) earnings per common share for the three months ended March 31, 2017 and 2016 is as follows: Three Months Ended 2017 2016 Numerator: Net (loss) income $ (2,872,043 ) $ 262,611 Denominator: Denominator for basic (loss) earnings per common share - weighted-average shares 28,155,297 29,072,061 Effect of dilutive securities: Employee stock awards — 746,259 Denominator for dilutive (loss) earnings per common share 28,155,297 29,818,320 Basic (loss) earnings per common share $ (0.10 ) $ 0.01 Diluted (loss) earnings per common share $ (0.10 ) $ 0.01

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of convertible senior notes	As of March 31, 2017 and December 31, 2016 , the carrying amounts of the Notes on the consolidated balance sheets were calculated as follows: March 31, 2017 December 31, 2016 Convertible senior notes, principal amount $ 230,000,000 $ 230,000,000 Unamortized debt discount (20,571,894 ) (22,070,838 ) Unamortized debt issuance costs (4,068,692 ) (4,365,151 ) Convertible senior notes, net $ 205,359,414 $ 203,564,011
Schedule of maturities of convertible senior notes	The undiscounted interest and principal payments due in relation to the Notes from March 31, 2017 to the maturity of the Notes on May 1, 2020 are as follows: Total 2017 2018 2019 2020 Senior convertible notes, including interest $ 250,125,000 5,750,000 5,750,000 5,750,000 $ 232,875,000

Fair Value Measurement - Narrat

Fair Value Measurement - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Probability of reaching the forecast (as a percent)	100.00%
Receipt of contingent consideration due from seller	$ 0	$ 0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value	105,000
Payment of contingent consideration due to seller	375,000	2,086,243
Selling, general and administrative expenses | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value	$ (91,472)	$ 152,382
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Discount rate used to determine fair value of contingent consideration	5.00%
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Discount rate used to determine fair value of contingent consideration	6.00%
Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration due to seller	$ (1,400,000)
Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration due from seller	$ 400,000

Fair Value Measurement - Assets

Fair Value Measurement - Assets and Liabilities at Fair Value (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Contingent consideration
Liabilities:
Contingent consideration due to seller	$ (1,400,000)
Contingent consideration
Assets:
Contingent consideration due from seller	400,000
Fair Value, Measurements, Recurring | Contingent consideration
Liabilities:
Contingent consideration due to seller	(1,430,000)	$ (1,700,000)
Fair Value, Measurements, Recurring | Contingent consideration | Level 1
Liabilities:
Contingent consideration due to seller	0	0
Fair Value, Measurements, Recurring | Contingent consideration | Level 2
Liabilities:
Contingent consideration due to seller	0	0
Fair Value, Measurements, Recurring | Contingent consideration | Level 3
Liabilities:
Contingent consideration due to seller	(1,430,000)	(1,700,000)
Fair Value, Measurements, Recurring | Contingent consideration
Assets:
Contingent consideration due from seller	434,800	421,272
Fair Value, Measurements, Recurring | Contingent consideration | Level 1
Assets:
Contingent consideration due from seller	0	0
Fair Value, Measurements, Recurring | Contingent consideration | Level 2
Assets:
Contingent consideration due from seller	0	0
Fair Value, Measurements, Recurring | Contingent consideration | Level 3
Assets:
Contingent consideration due from seller	$ 434,800	$ 421,272

Fair Value Measurement - Reconc

Fair Value Measurement - Reconciliation of Liabilities Using Level 3 (Details) - Level 3 - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	$ (1,700,000)
Change in contingent consideration due to seller	(105,000)
Payment of contingent consideration due to seller	375,000	$ 2,086,243
Balance at end of period	$ (1,430,000)

Fair Value Measurement - Reco27

Fair Value Measurement - Reconciliation of Assets Using Level 3 (Details) - Level 3	3 Months Ended
	Mar. 31, 2017USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	$ 421,272
Change in contingent consideration due from seller	13,528
Balance at end of period	$ 434,800

Intangibles and Goodwill - Inta

Intangibles and Goodwill - Intangible Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Intangible assets:
Goodwill	$ 307,314,171		$ 307,314,171
Summary of amortizable intangible assets:
Finite-lived intangible assets, gross	174,317,979		174,317,979
Less accumulated amortization	(46,165,412)		(42,590,238)
Intangible assets, net	$ 128,152,567		131,727,741
Weighted-Average Life (in years)	14 years 4 months 24 days
Amortization expense	$ 3,575,174	$ 3,998,349
Estimated amortization expense for the next five years and thereafter:
Remainder of 2017	10,668,625
2,018	12,861,305
2,019	11,470,909
2,020	10,638,587
2,021	10,025,278
Thereafter	72,487,863
Intangible assets, net	128,152,567		131,727,741
Customer relationships
Summary of amortizable intangible assets:
Finite-lived intangible assets, gross	$ 145,138,979		145,138,979
Weighted-Average Life (in years)	14 years 9 months 18 days
Carrier relationships
Summary of amortizable intangible assets:
Finite-lived intangible assets, gross	$ 18,300,000		18,300,000
Weighted-Average Life (in years)	17 years
Non-compete agreements
Summary of amortizable intangible assets:
Finite-lived intangible assets, gross	$ 5,239,000		5,239,000
Weighted-Average Life (in years)	6 years 8 months 12 days
Trade names
Summary of amortizable intangible assets:
Finite-lived intangible assets, gross	$ 5,640,000		$ 5,640,000
Weighted-Average Life (in years)	4 years

Accrued Expenses and Other No29

Accrued Expenses and Other Noncurrent Liabilities (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Accrued compensation	$ 12,767,824	$ 15,947,570
Accrued rebates	1,406,733	1,566,825
Accrued employee benefits	2,554,000	2,796,050
Accrued professional service fees	583,617	619,502
Accrued interest	2,594,196	1,158,854
Deferred rent	2,836,154	2,847,842
Other	4,146,252	6,874,028
Total accrued expenses	26,888,776	31,810,671
Other noncurrent liabilities	$ 19,971,982	$ 19,487,942

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
(Loss) Income before provision for income taxes	$ (4,401,456)	$ 317,599
Income tax benefit (expense)	$ 1,529,413	$ (54,988)
Effective tax rate	(34.70%)	17.30%
Federal tax rate		35.00%

(Loss) Earnings Per Share (Deta

(Loss) Earnings Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator:
Net (loss) income	$ (2,872,043)	$ 262,611
Denominator:
Denominator for basic (loss) earnings per common share - weighted-average shares (in shares)	28,155,297	29,072,061
Effect of dilutive securities:
Employee stock awards (in shares)	0	746,259
Denominator for dilutive (loss) earnings per common share (in shares)	28,155,297	29,818,320
Basic (loss) earnings per common share (in usd per share)	$ (0.10)	$ 0.01
Diluted (loss) earnings per common share (in usd per share)	$ (0.10)	$ 0.01
Stock options
Anti-dilutive securities excluded from the calculation of (loss) earnings per share:
Stock options excluded from the calculation of diluted (loss) earnings per share (in shares)	423,796	0
Unvested restricted stock
Anti-dilutive securities excluded from the calculation of (loss) earnings per share:
Stock options excluded from the calculation of diluted (loss) earnings per share (in shares)	0

Stock-Based Compensation Plans

Stock-Based Compensation Plans (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stock based compensation plans:
Stock-based compensation expense	$ 2,655,329	$ 5,316,837
Tax benefits from stock-based compensation expense	$ 998,404	$ 1,948,089
Grants in period, options (in shares)	0	0
Restricted stock
Stock based compensation plans:
Grants in period, other than options (in shares)	267,788	222,408
Performance and market-based stock
Stock based compensation plans:
Grants in period, other than options (in shares)	99,933	91,612

Contingencies (Details)

Contingencies (Details)	Jul. 31, 2016USD ($)
State Tax Audit
Loss Contingencies [Line Items]
Amount of assessment including penalties and interest	$ 1,291,941

Long-Term Debt - Line of Credit

Long-Term Debt - Line of Credit (Details) - USD ($)	Jun. 01, 2015	Mar. 31, 2017	Mar. 31, 2016
Line of Credit Facility [Line Items]
Interest expense		$ 3,624,136	$ 3,503,395
Proceeds from borrowing on ABL facility		7,000,000	6,000,000
ABL Facility
Line of Credit Facility [Line Items]
Interest expense		200,000	200,000
Remaining borrowing capacity		185,000,000
Issuance costs	$ 3,100,000
Life of ABL facility (in years)	5 years
Amortization of debt issuance costs		$ 200,000	200,000
Revolving Credit Facility | ABL Facility
Line of Credit Facility [Line Items]
Current borrowing capacity	$ 200,000,000
Increase to borrowing capacity	100,000,000
Maximum borrowing capacity	$ 300,000,000
Commitment fee percentage		0.375%
Proceeds from borrowing on ABL facility		$ 7,000,000	$ 6,000,000
Letters of credit outstanding		0
Remaining borrowing capacity		185,700,000
Revolving Credit Facility | ABL Facility | Federal Funds Effective Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.50%
Revolving Credit Facility | ABL Facility | Federal Funds Effective Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.25%
Revolving Credit Facility | ABL Facility | Federal Funds Effective Rate | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.75%
Revolving Credit Facility | ABL Facility | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.00%
Revolving Credit Facility | ABL Facility | LIBOR | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.25%
Revolving Credit Facility | ABL Facility | LIBOR | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.75%
Letter of Credit | ABL Facility
Line of Credit Facility [Line Items]
Letters of credit outstanding		$ 700,000

Long-Term Debt - Convertible Se

Long-Term Debt - Convertible Senior Notes (Details) - USD ($)	May 05, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Carrying amount of Notes on the balance sheet:
Interest expense		$ 3,624,136	$ 3,503,395
Senior convertible notes, including interest
Debt Instrument [Line Items]
Stated interest rate	2.50%
Conversion ratio	25.5428
Conversion price (in usd per share)	$ 39.15
Carrying amount of Notes on the balance sheet:
Convertible senior notes, principal amount	$ 230,000,000	230,000,000		$ 230,000,000
Unamortized debt discount		(20,571,894)		(22,070,838)
Unamortized debt issuance costs		(4,068,692)		(4,365,151)
Convertible senior notes, net		205,359,414		$ 203,564,011
Convertible senior notes, fair value		218,700,000
Interest expense		3,200,000	3,100,000
Contractual coupon interest		1,400,000	1,400,000
Debt discount amortization		1,500,000	1,400,000
Amortization of debt issuance costs		$ 300,000	$ 300,000
Senior convertible notes, including interest | Level 2
Debt Instrument [Line Items]
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 convertible notes, including interest	Mar. 31, 2017USD ($)
Debt Instrument [Line Items]
2,017	$ 5,750,000
2,018	5,750,000
2,019	5,750,000
2,020	232,875,000
Total	$ 250,125,000