Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 27, 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 | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 28,534,597 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 470,085,693 | $ 443,829,924 | $ 885,837,967 | $ 849,107,456 |
Costs and expenses: | ||||
Transportation costs | 388,472,528 | 358,652,347 | 729,726,541 | 683,103,064 |
Selling, general and administrative expenses | 70,198,648 | 70,532,891 | 137,435,970 | 140,009,379 |
Depreciation and amortization | 7,976,014 | 7,598,376 | 16,014,273 | 15,127,709 |
Income from operations | 3,438,503 | 7,046,310 | 2,661,183 | 10,867,304 |
Interest expense | (3,677,385) | (3,524,166) | (7,301,521) | (7,027,561) |
(Loss) Income before provision for income taxes | (238,882) | 3,522,144 | (4,640,338) | 3,839,743 |
Income tax (expense) benefit | (6,484) | (1,591,375) | 1,522,929 | (1,646,363) |
Net (loss) income | $ (245,366) | $ 1,930,769 | $ (3,117,409) | $ 2,193,380 |
(Loss) Earnings per common share: | ||||
Basic (in usd per share) | $ (0.01) | $ 0.07 | $ (0.11) | $ 0.08 |
Diluted (in usd per share) | $ (0.01) | $ 0.07 | $ (0.11) | $ 0.07 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 20,030,667 | $ 16,646,089 |
Accounts receivable, net of allowance for doubtful accounts of $3,665,289 and $3,018,995 at June 30, 2017 and December 31, 2016, respectively | 267,684,238 | 231,430,645 |
Income taxes receivable | 10,823,956 | 7,757,841 |
Prepaid expenses | 7,280,421 | 7,856,366 |
Other current assets | 4,034,373 | 4,609,933 |
Total current assets | 309,853,655 | 268,300,874 |
Noncurrent assets: | ||
Property and equipment, net | 60,246,353 | 57,450,059 |
Goodwill | 307,314,171 | 307,314,171 |
Intangible assets, net of accumulated amortization of $49,734,255 and $42,590,238 at June 30, 2017 and December 31, 2016, respectively | 124,583,724 | 131,727,741 |
Other noncurrent assets | 1,757,499 | 1,975,071 |
Total noncurrent assets | 493,901,747 | 498,467,042 |
Total assets | 803,755,402 | 766,767,916 |
Current liabilities: | ||
Accounts payable | 178,703,977 | 135,386,424 |
Due to seller, current | 814,500 | 743,600 |
Accrued expenses | 30,309,114 | 31,810,671 |
Total current liabilities | 209,827,591 | 167,940,695 |
Noncurrent liabilities: | ||
Convertible notes, net | 207,183,398 | 203,564,011 |
Due to seller, noncurrent | 555,500 | 956,400 |
Other noncurrent liabilities | 20,394,496 | 19,487,942 |
Deferred income taxes | 17,923,514 | 16,669,138 |
Total noncurrent liabilities | 246,056,908 | 240,677,491 |
Total liabilities | 455,884,499 | 408,618,186 |
Stockholders' equity: | ||
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 30,611,449 shares issued and 27,760,067 shares outstanding at June 30, 2017; 30,421,273 shares issued and 28,131,479 shares outstanding at December 31, 2016 | 3,063 | 3,045 |
Treasury stock, 2,851,382 and 2,289,794 shares at June 30, 2017 and December 31, 2016, respectively | (59,999,981) | (49,148,912) |
Additional paid-in capital | 332,366,382 | 328,676,749 |
Retained earnings | 75,501,439 | 78,618,848 |
Total stockholders' equity | 347,870,903 | 358,149,730 |
Total liabilities and stockholders' equity | $ 803,755,402 | $ 766,767,916 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Allowance for doubtful accounts | $ 3,665,289 | $ 3,018,995 |
Customer relationships and other intangible assets, accumulated amortization | $ 49,734,255 | $ 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) | 30,611,449 | 30,421,273 |
Common stock, shares outstanding (in shares) | 27,760,067 | 28,131,479 |
Treasury stock, shares (in shares) | 2,851,382 | 2,289,794 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities | ||
Net (loss) income | $ (3,117,409) | $ 2,193,380 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Deferred income taxes | 1,254,376 | 2,150,016 |
Noncash stock compensation expense | 5,080,958 | 9,109,921 |
Noncash interest expense | 3,974,481 | 3,752,278 |
Change in contingent consideration due to seller | 364,533 | (152,954) |
Change in contingent consideration due from seller | (78,728) | 32,006 |
Loss on disposal of assets | 12,666 | 0 |
Depreciation and amortization | 16,014,273 | 15,127,709 |
Change in assets, net of acquisitions: | ||
Accounts receivable | (36,253,593) | (32,242,597) |
Income taxes receivable | (3,036,185) | (2,366,337) |
Prepaid expenses and other assets | 592,711 | 710,372 |
Change in liabilities, net of acquisitions: | ||
Accounts payable | 41,187,121 | 29,156,839 |
Accrued expenses and other liabilities | (624,933) | 5,934,492 |
Net cash provided by operating activities | 25,370,271 | 33,405,125 |
Investing activities | ||
Purchases of property and equipment | (9,548,784) | (12,827,953) |
Net cash used in investing activities | (9,548,784) | (12,827,953) |
Financing activities | ||
Tax benefit of stock options exercised | 0 | 295,985 |
Receipt of contingent consideration due from seller | 500,000 | 750,000 |
Payments of contingent consideration due to seller | (694,533) | (2,086,243) |
Proceeds from exercise of stock options | 138,367 | 53,158 |
Employee tax withholdings related to net share settlements of equity-based awards | (1,529,674) | (4,627,486) |
Purchases of treasury stock | (10,851,069) | (31,370,210) |
Proceeds from borrowing on ABL facility | 32,000,000 | 11,000,000 |
Repayments of amounts borrowed on ABL facility | (32,000,000) | (11,000,000) |
Net cash used in financing activities | (12,436,909) | (36,984,796) |
Increase (Decrease) in cash and cash equivalents | 3,384,578 | (16,407,624) |
Cash and cash equivalents, beginning of period | 16,646,089 | 56,522,194 |
Cash and cash equivalents, end of period | 20,030,667 | 40,114,570 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 3,313,687 | 3,586,933 |
Cash paid during the period for income taxes | 258,879 | 1,665,710 |
Noncash financing activity | ||
Liability for purchases of treasury stock not yet settled | $ 0 | $ 1,729,327 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 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 | 5,080,958 | 5,080,958 | |||
Exercise of stock options (in shares) | 12,300 | ||||
Exercise of stock options | 138,367 | $ 1 | 138,366 | ||
Common stock issued for vested restricted stock (in shares) | 221,061 | ||||
Common stock issued for vested restricted stock | 0 | $ 22 | (22) | ||
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) | (71,989) | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of share-based awards | (1,529,674) | $ (8) | (1,529,666) | ||
Purchases of treasury stock (in shares) | (561,588) | ||||
Purchases of treasury stock | (10,851,069) | $ (10,851,069) | |||
Net (loss) income | $ (3,117,409) | (3,117,409) | |||
Balance at end of period (in shares) at Jun. 30, 2017 | 30,611,449 | ||||
Treasury stock at end of period (in shares) at Jun. 30, 2017 | (2,851,382) | (2,851,382) | |||
Balance at end of period at Jun. 30, 2017 | $ 347,870,903 | $ 3,063 | $ 332,366,382 | $ (59,999,981) | $ 75,501,439 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 was determined based on employee retention criteria which was settled in June 2017 (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 | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 six months ended June 30, 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. Recently issued accounting pronouncements not yet adopted 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. 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. In addition, the new standard requires enhanced qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. 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 continues to evaluate whether this standard will have an impact on its gross versus net revenue recognition policies for its Transactional and Managed Transportation revenues. This new standard also requires 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 and may require the Company to recognize some services over time. As the Company continues its assessment of these matters, including its evaluation of the expanded disclosure requirements, it is preparing to implement changes to its accounting policies, practices and internal controls over financial reporting to support the new standard. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation , to provide guidance regarding which changes to a share-based payment award require modification accounting in Topic 718. The new accounting standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The new standard should be applied prospectively to an award modified on or after the adoption date. 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 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 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 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Adoption will require a modified retrospective approach beginning with the earliest period presented, along with enhanced qualitative and quantitative disclosures. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company applies Accounting Standards Codification Topic 820 ("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 due to sellers in connection with various acquisitions. The fair value of the due to seller liabilities at June 30, 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 related to contingent payments that were due from the seller of Command based upon certain employee retention criteria. As of June 30, 2017 , there was no remaining balance of the due from seller asset as the criteria were 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 June 30, 2017 and December 31, 2016 : Fair Value Measurements as of June 30, 2017 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,370,000 ) — — $ (1,370,000 ) 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 fair value of contingent consideration due to seller (364,533 ) Payment of contingent consideration due to seller 694,533 Balance at June 30, 2017 $ (1,370,000 ) 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 Receipt of contingent consideration due from seller (500,000 ) Change in fair value of contingent consideration due from seller 78,728 Balance at June 30, 2017 $ — For the six months ended June 30, 2017 and 2016 , the Company recognized a net expense of $285,805 and a net benefit of $120,948 , respectively, in selling, general and administrative expenses due to the change in fair value determined by a Level 3 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 satisfaction of the employee retention criteria. During the six months ended June 30, 2017 and 2016 , the Company made contingent earn-out payments of $694,533 and $2,086,243 , respectively, to the sellers of businesses acquired by the Company. The Company received $500,000 and $750,000 of contingent payments from the seller of Command during the six months ended June 30, 2017 and 2016 , respectively. |
Intangibles and Goodwill
Intangibles and Goodwill | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles and Goodwill | Intangibles and Goodwill The balance of goodwill was $307.3 million as of June 30, 2017 and December 31, 2016 , as no changes occurred during the period. The following is a summary of amortizable intangible assets as of June 30, 2017 and December 31, 2016 : June 30, 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 (49,734,255 ) (42,590,238 ) Intangible assets, net $ 124,583,724 $ 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 $7,144,017 and $7,973,596 for the six months ended June 30, 2017 and 2016 , respectively. The estimated amortization expense for the next five years and thereafter is as follows: Remainder of 2017 $ 7,099,782 2018 12,861,305 2019 11,470,909 2020 10,638,587 2021 10,025,278 Thereafter 72,487,863 Total $ 124,583,724 |
Accrued Expenses and Other Nonc
Accrued Expenses and Other Noncurrent Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Noncurrent Liabilities | Accrued Expenses and Other Noncurrent Liabilities The components of accrued expenses at June 30, 2017 and December 31, 2016 were as follows: June 30, 2017 December 31, 2016 Accrued compensation $ 15,912,241 $ 15,947,570 Accrued rebates 1,691,631 1,566,825 Accrued employee benefits 2,315,249 2,796,050 Accrued professional service fees 650,213 619,502 Accrued interest 1,169,329 1,158,854 Deferred rent 2,828,595 2,847,842 Other 5,741,856 6,874,028 Total accrued expenses $ 30,309,114 $ 31,810,671 The other noncurrent liabilities of $20,394,496 and $19,487,942 at June 30, 2017 and December 31, 2016 , respectively, consist of the portion of deferred rent in excess of twelve months. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table shows the Company's effective income tax rate for the three and six months ended June 30, 2017 and 2016 : Three Months Ended Six Months Ended 2017 2016 2017 2016 (Loss) Income before provision for income taxes $ (238,882 ) $ 3,522,144 $ (4,640,338 ) $ 3,839,743 Income tax (expense) benefit $ (6,484 ) $ (1,591,375 ) $ 1,522,929 $ (1,646,363 ) Effective tax rate 2.7 % 45.2 % (32.8 )% 42.9 % The difference in the Company's effective tax rate for the six months ended June 30, 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, completion of a state tax audit and the effect of the 2017 year to date pre-tax loss. The difference in the Company's effective tax rate for the six months ended June 30, 2016 from the Company's statutory federal tax rate of 35% was primarily due to the completion of several federal and state tax audits. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2017 and 2016 is as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator: Net (loss) income $ (245,366 ) $ 1,930,769 $ (3,117,409 ) $ 2,193,380 Denominator: Denominator for basic (loss) earnings per common share - weighted-average shares 28,016,122 28,922,741 28,085,710 28,997,401 Effect of dilutive securities: Employee stock awards — 660,876 — 703,567 Denominator for dilutive (loss) earnings per common share 28,016,122 29,583,617 28,085,710 29,700,968 Basic (loss) earnings per common share $ (0.01 ) $ 0.07 $ (0.11 ) $ 0.08 Diluted (loss) earnings per common share $ (0.01 ) $ 0.07 $ (0.11 ) $ 0.07 For the three and six months ended June 30, 2017 , 239,440 and 331,618 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 respective periods. For the three and six months ended June 30, 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 June 30, 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 and six months ended June 30, 2017 . |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans The Company recorded $2,425,629 and $5,080,958 in total stock-based compensation expense with corresponding income tax benefits of $912,037 and $1,910,441 for the three and six months ended June 30, 2017 , respectively. For the three and six months ended June 30, 2016 , the Company recorded $3,793,083 and $9,109,921 in total stock-based compensation expense with corresponding income tax benefits of $1,436,820 and $3,450,838 , respectively. During the six months ended June 30, 2017 and 2016 , the Company did no t grant any stock options. The Company granted 280,853 and 236,375 shares of restricted stock to various employees during the six months ended June 30, 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 six months ended June 30, 2017 and 2016 , respectively. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 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. No such matters are currently expected to have a material adverse effect on the Company's financial position or results of operations. 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 June 30, 2017 . |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 6 Months Ended |
Jun. 30, 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 June 30, 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 $0.5 million and $0.4 million for the six months ended June 30, 2017 and 2016 , respectively. The Company drew $32 million and $11 million on the ABL Facility during the six months ended June 30, 2017 and 2016 , respectively, all of which was repaid as of June 30, 2017 and 2016 . No amounts were outstanding on the ABL Facility as of June 30, 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 June 30, 2017 , there were $0.7 million of letters of credit outstanding. The total draw allowed on the ABL Facility at June 30, 2017 , as determined by the working capital assets pledged as collateral, was $199.8 million . After adjusting for the letters of credit, the Company's remaining availability under the ABL Facility at June 30, 2017 was $199.1 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 the six months ended June 30, 2017 and 2016 , the Company recorded $0.4 million of interest expense related to ABL Facility issuance costs. As there is no outstanding draw on the ABL Facility at June 30, 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 June 30, 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 six months ended June 30, 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 June 30, 2017 and December 31, 2016 , the carrying amounts of the Notes on the consolidated balance sheets were calculated as follows: June 30, 2017 December 31, 2016 Convertible senior notes, principal amount $ 230,000,000 $ 230,000,000 Unamortized debt discount (19,049,090 ) (22,070,838 ) Unamortized debt issuance costs (3,767,512 ) (4,365,151 ) Convertible senior notes, net $ 207,183,398 $ 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 June 30, 2017 was $217.0 million . The fair value of the Notes was estimated based on the trading price of the Notes at June 30, 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 $6.5 million for the six months ended June 30, 2017 , consisting of $2.9 million of contractual coupon interest, $3.0 million of debt discount amortization and $0.6 million of debt issuance cost amortization. The Company recognized interest expense related to the Notes of $6.3 million for the six months ended June 30, 2016 , consisting of $2.9 million of contractual coupon interest, $2.8 million of debt discount amortization and $0.6 million of debt issuance cost amortization. The undiscounted interest and principal payments due in relation to the Notes from June 30, 2017 to the maturity of the Notes on May 1, 2020 are as follows: Total 2017 2018 2019 2020 Senior convertible notes, including interest $ 247,250,000 2,875,000 5,750,000 5,750,000 $ 232,875,000 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 was determined based on employee retention criteria which was settled in June 2017 (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 Recently adopted accounting pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 six months ended June 30, 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. Recently issued accounting pronouncements not yet adopted 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. 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. In addition, the new standard requires enhanced qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. 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 continues to evaluate whether this standard will have an impact on its gross versus net revenue recognition policies for its Transactional and Managed Transportation revenues. This new standard also requires 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 and may require the Company to recognize some services over time. As the Company continues its assessment of these matters, including its evaluation of the expanded disclosure requirements, it is preparing to implement changes to its accounting policies, practices and internal controls over financial reporting to support the new standard. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation , to provide guidance regarding which changes to a share-based payment award require modification accounting in Topic 718. The new accounting standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The new standard should be applied prospectively to an award modified on or after the adoption date. 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 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 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 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Adoption will require a modified retrospective approach beginning with the earliest period presented, along with enhanced qualitative and quantitative disclosures. 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016 : Fair Value Measurements as of June 30, 2017 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,370,000 ) — — $ (1,370,000 ) 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 fair value of contingent consideration due to seller (364,533 ) Payment of contingent consideration due to seller 694,533 Balance at June 30, 2017 $ (1,370,000 ) |
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 Receipt of contingent consideration due from seller (500,000 ) Change in fair value of contingent consideration due from seller 78,728 Balance at June 30, 2017 $ — |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of amortizable intangible assets | The following is a summary of amortizable intangible assets as of June 30, 2017 and December 31, 2016 : June 30, 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 (49,734,255 ) (42,590,238 ) Intangible assets, net $ 124,583,724 $ 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 $ 7,099,782 2018 12,861,305 2019 11,470,909 2020 10,638,587 2021 10,025,278 Thereafter 72,487,863 Total $ 124,583,724 |
Accrued Expenses and Other No20
Accrued Expenses and Other Noncurrent Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Components of accrued expenses | The components of accrued expenses at June 30, 2017 and December 31, 2016 were as follows: June 30, 2017 December 31, 2016 Accrued compensation $ 15,912,241 $ 15,947,570 Accrued rebates 1,691,631 1,566,825 Accrued employee benefits 2,315,249 2,796,050 Accrued professional service fees 650,213 619,502 Accrued interest 1,169,329 1,158,854 Deferred rent 2,828,595 2,847,842 Other 5,741,856 6,874,028 Total accrued expenses $ 30,309,114 $ 31,810,671 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2017 and 2016 : Three Months Ended Six Months Ended 2017 2016 2017 2016 (Loss) Income before provision for income taxes $ (238,882 ) $ 3,522,144 $ (4,640,338 ) $ 3,839,743 Income tax (expense) benefit $ (6,484 ) $ (1,591,375 ) $ 1,522,929 $ (1,646,363 ) Effective tax rate 2.7 % 45.2 % (32.8 )% 42.9 % |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2017 and 2016 is as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator: Net (loss) income $ (245,366 ) $ 1,930,769 $ (3,117,409 ) $ 2,193,380 Denominator: Denominator for basic (loss) earnings per common share - weighted-average shares 28,016,122 28,922,741 28,085,710 28,997,401 Effect of dilutive securities: Employee stock awards — 660,876 — 703,567 Denominator for dilutive (loss) earnings per common share 28,016,122 29,583,617 28,085,710 29,700,968 Basic (loss) earnings per common share $ (0.01 ) $ 0.07 $ (0.11 ) $ 0.08 Diluted (loss) earnings per common share $ (0.01 ) $ 0.07 $ (0.11 ) $ 0.07 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of convertible senior notes | As of June 30, 2017 and December 31, 2016 , the carrying amounts of the Notes on the consolidated balance sheets were calculated as follows: June 30, 2017 December 31, 2016 Convertible senior notes, principal amount $ 230,000,000 $ 230,000,000 Unamortized debt discount (19,049,090 ) (22,070,838 ) Unamortized debt issuance costs (3,767,512 ) (4,365,151 ) Convertible senior notes, net $ 207,183,398 $ 203,564,011 |
Schedule of maturities of convertible senior notes | The undiscounted interest and principal payments due in relation to the Notes from June 30, 2017 to the maturity of the Notes on May 1, 2020 are as follows: Total 2017 2018 2019 2020 Senior convertible notes, including interest $ 247,250,000 2,875,000 5,750,000 5,750,000 $ 232,875,000 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Probability of reaching the forecast (as a percent) | 100.00% | |
Payment of contingent consideration due to seller | $ 694,533 | $ 2,086,243 |
Receipt of contingent consideration due from seller | 500,000 | 750,000 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Change in fair value | 364,533 | |
Payment of contingent consideration due to seller | 694,533 | |
Selling, general and administrative expenses | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Change in fair value | $ 285,805 | $ (120,948) |
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 | $ 0 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities at Fair Value (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Contingent consideration | ||
Liabilities: | ||
Contingent consideration due to seller | $ (1,400,000) | |
Contingent consideration | ||
Assets: | ||
Contingent consideration due from seller | 0 | |
Fair Value, Measurements, Recurring | Contingent consideration | ||
Liabilities: | ||
Contingent consideration due to seller | (1,370,000) | $ (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 | $ (1,370,000) | (1,700,000) |
Fair Value, Measurements, Recurring | Contingent consideration | ||
Assets: | ||
Contingent consideration due from seller | 421,272 | |
Fair Value, Measurements, Recurring | Contingent consideration | Level 1 | ||
Assets: | ||
Contingent consideration due from seller | 0 | |
Fair Value, Measurements, Recurring | Contingent consideration | Level 2 | ||
Assets: | ||
Contingent consideration due from seller | 0 | |
Fair Value, Measurements, Recurring | Contingent consideration | Level 3 | ||
Assets: | ||
Contingent consideration due from seller | $ 421,272 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Liabilities Using Level 3 (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment of contingent consideration due to seller | $ 694,533 | $ 2,086,243 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | (1,700,000) | |
Change in fair value of contingent consideration due to seller | (364,533) | |
Payment of contingent consideration due to seller | 694,533 | |
Balance at end of period | $ (1,370,000) |
Fair Value Measurement - Reco27
Fair Value Measurement - Reconciliation of Assets Using Level 3 (Details) - Level 3 | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | $ 421,272 |
Receipt of contingent consideration due from seller | (500,000) |
Change in fair value of contingent consideration due from seller | 78,728 |
Balance at end of period | $ 0 |
Intangibles and Goodwill - Inta
Intangibles and Goodwill - Intangible Assets (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 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 | (49,734,255) | (42,590,238) | |
Intangible assets, net | $ 124,583,724 | 131,727,741 | |
Weighted-Average Life (in years) | 14 years 4 months 24 days | ||
Amortization expense | $ 7,144,017 | $ 7,973,596 | |
Estimated amortization expense for the next five years and thereafter: | |||
Remainder of 2017 | 7,099,782 | ||
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 | 124,583,724 | 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 ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 15,912,241 | $ 15,947,570 |
Accrued rebates | 1,691,631 | 1,566,825 |
Accrued employee benefits | 2,315,249 | 2,796,050 |
Accrued professional service fees | 650,213 | 619,502 |
Accrued interest | 1,169,329 | 1,158,854 |
Deferred rent | 2,828,595 | 2,847,842 |
Other | 5,741,856 | 6,874,028 |
Total accrued expenses | 30,309,114 | 31,810,671 |
Other noncurrent liabilities | $ 20,394,496 | $ 19,487,942 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
(Loss) Income before provision for income taxes | $ (238,882) | $ 3,522,144 | $ (4,640,338) | $ 3,839,743 |
Income tax (expense) benefit | $ (6,484) | $ (1,591,375) | $ 1,522,929 | $ (1,646,363) |
Effective tax rate | 2.70% | 45.20% | (32.80%) | 42.90% |
Federal tax rate | 35.00% | 35.00% |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net (loss) income | $ (245,366) | $ 1,930,769 | $ (3,117,409) | $ 2,193,380 |
Denominator: | ||||
Denominator for basic (loss) earnings per common share - weighted-average shares (in shares) | 28,016,122 | 28,922,741 | 28,085,710 | 28,997,401 |
Effect of dilutive securities: | ||||
Employee stock awards (in shares) | 0 | 660,876 | 0 | 703,567 |
Denominator for dilutive (loss) earnings per common share (in shares) | 28,016,122 | 29,583,617 | 28,085,710 | 29,700,968 |
Basic (loss) earnings per common share (in usd per share) | $ (0.01) | $ 0.07 | $ (0.11) | $ 0.08 |
Diluted (loss) earnings per common share (in usd per share) | $ (0.01) | $ 0.07 | $ (0.11) | $ 0.07 |
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) | 239,440 | 331,618 | ||
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) | 239,440 | 0 | 331,618 | 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 | 0 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stock based compensation plans: | ||||
Stock-based compensation expense | $ 2,425,629 | $ 3,793,083 | $ 5,080,958 | $ 9,109,921 |
Tax benefits from stock-based compensation expense | $ 912,037 | $ 1,436,820 | $ 1,910,441 | $ 3,450,838 |
Grants in period, options (in shares) | 0 | 0 | ||
Restricted stock | ||||
Stock based compensation plans: | ||||
Grants in period, other than options (in shares) | 280,853 | 236,375 | ||
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) | Jun. 30, 2017USD ($) |
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 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Line of Credit Facility [Line Items] | |||||
Interest expense | $ 3,677,385 | $ 3,524,166 | $ 7,301,521 | $ 7,027,561 | |
Proceeds from borrowing on ABL facility | 32,000,000 | 11,000,000 | |||
ABL Facility | |||||
Line of Credit Facility [Line Items] | |||||
Interest expense | 452,040 | 400,284 | |||
Remaining borrowing capacity | 199,100,000 | 199,100,000 | |||
Issuance costs | $ 3,100,000 | ||||
Life of ABL facility (in years) | 5 years | ||||
Amortization of debt issuance costs | $ 355,094 | 354,469 | |||
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 | $ 32,000,000 | 11,000,000 | |||
Letters of credit outstanding | 0 | $ 0 | 0 | $ 0 | |
Remaining borrowing capacity | 199,800,000 | 199,800,000 | |||
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 | $ 700,000 |
Long-Term Debt - Convertible Se
Long-Term Debt - Convertible Senior Notes (Details) - USD ($) | May 05, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Carrying amount of Notes on the balance sheet: | ||||||
Interest expense | $ 3,677,385 | $ 3,524,166 | $ 7,301,521 | $ 7,027,561 | ||
Senior convertible notes, including interest | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 2.50% | |||||
Conversion ratio | 25.5428 | |||||
Debt Conversion, Converted Instrument, Amount | $ 1,000 | |||||
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 | $ 230,000,000 | ||
Unamortized debt discount | (19,049,090) | (19,049,090) | (22,070,838) | |||
Unamortized debt issuance costs | (3,767,512) | (3,767,512) | (4,365,151) | |||
Convertible senior notes, net | 207,183,398 | 207,183,398 | $ 203,564,011 | |||
Convertible senior notes, fair value | $ 217,000,000 | 217,000,000 | ||||
Interest expense | 6,500,000 | 6,300,000 | ||||
Contractual coupon interest | 2,900,000 | 2,900,000 | ||||
Debt discount amortization | 3,000,000 | 2,800,000 | ||||
Amortization of debt issuance costs | $ 600,000 | $ 600,000 | ||||
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 | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 2,875,000 |
2,018 | 5,750,000 |
2,019 | 5,750,000 |
2,020 | 232,875,000 |
Total | $ 247,250,000 |