Cover Page
Cover Page - $ / shares | 3 Months Ended | ||
Mar. 31, 2020 | Apr. 22, 2020 | Dec. 31, 2019 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001426945 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | Q1 | ||
Amendment Flag | false | ||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Mar. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-34470 | ||
Entity Registrant Name | ECHO GLOBAL LOGISTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-5001120 | ||
Entity Address, Address Line One | 600 West Chicago Avenue | ||
Entity Address, Address Line Two | Suite 725 | ||
Entity Address, City or Town | Chicago | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60654 | ||
City Area Code | 800 | ||
Local Phone Number | 354-7993 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | ECHO | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 26,614,739 | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 551,049 | $ 538,083 |
Costs and expenses: | ||
Transportation costs | 461,142 | 439,317 |
Selling, general and administrative expenses | 79,654 | 80,195 |
Depreciation and amortization | 9,792 | 9,468 |
Income from operations | 460 | 9,103 |
Interest expense | (2,788) | (3,413) |
(Loss) Income before provision for income taxes | (2,328) | 5,690 |
Income tax expense | (605) | (2,194) |
Net (loss) income | $ (2,933) | $ 3,497 |
(Loss) Earnings per common share: | ||
Basic | $ (0.11) | $ 0.13 |
Diluted | $ (0.11) | $ 0.13 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 38,722 | $ 34,626 |
Accounts receivable, net of allowance for doubtful accounts of $4,529 and $4,255 at March 31, 2020 and December 31, 2019, respectively | 335,373 | 286,989 |
Income taxes receivable | 2,903 | 2,473 |
Prepaid expenses | 7,485 | 8,999 |
Other current assets | 2,878 | 3,106 |
Total current assets | 387,362 | 336,193 |
Noncurrent assets: | ||
Property and equipment, net of accumulated depreciation of $136,820 and $130,320 at March 31, 2020 and December 31, 2019, respectively | 56,112 | 58,620 |
Goodwill | 309,589 | 309,589 |
Intangible assets, net of accumulated amortization of $84,474 and $81,656 at March 31, 2020 and December 31, 2019, respectively | 94,944 | 97,762 |
Operating lease assets | 18,865 | 19,638 |
Other noncurrent assets | 4,316 | 4,863 |
Total noncurrent assets | 483,826 | 490,473 |
Total assets | 871,188 | 826,666 |
Current liabilities: | ||
Accounts payable | 236,954 | 187,524 |
Due to seller, current | 947 | 937 |
Accrued expenses | 29,450 | 35,229 |
Other current liabilities | 5,068 | 6,719 |
Total current liabilities | 272,420 | 230,409 |
Noncurrent liabilities: | ||
Long-term debt, net | 98,709 | 0 |
Convertible notes, net | 69,022 | 156,298 |
Due to seller, noncurrent | 790 | 770 |
Other noncurrent liabilities | 637 | 641 |
Deferred income taxes | 24,683 | 23,761 |
Noncurrent operating lease liabilities | 30,731 | 31,475 |
Total noncurrent liabilities | 224,572 | 212,945 |
Total liabilities | 496,991 | 443,353 |
Stockholders' equity: | ||
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 31,703,669 shares issued and 25,936,569 shares outstanding at March 31, 2020; 31,507,247 shares issued and 26,229,809 shares outstanding at December 31, 2019 | 3 | 3 |
Treasury stock, 5,767,100 and 5,277,438 shares at March 31, 2020 and December 31, 2019, respectively | (118,679) | (109,239) |
Additional paid-in capital | 359,857 | 356,600 |
Retained earnings | 133,015 | 135,948 |
Total stockholders' equity | 374,197 | 383,312 |
Total liabilities and stockholders' equity | $ 871,188 | $ 826,666 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 4,529 | $ 4,255 |
Noncurrent assets: | ||
Property and equipment, accumulated depreciation | 136,820 | 130,320 |
Customer relationships and other intangible assets, accumulated amortization | $ 84,474 | $ 81,656 |
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) | 31,703,669 | 31,507,247 |
Common stock, shares outstanding (in shares) | 25,936,569 | 26,229,809 |
Treasury stock, shares (in shares) | 5,767,100 | 5,277,438 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net (loss) income | $ (2,933) | $ 3,497 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Deferred income taxes | 1,038 | 2,176 |
Noncash stock compensation expense | 4,608 | 2,806 |
Noncash interest expense | 1,491 | 1,994 |
Change in contingent consideration due to seller | 30 | 290 |
Depreciation and amortization | 9,792 | 9,468 |
Change in assets: | ||
Accounts receivable | (48,384) | 2,509 |
Income taxes (payable) receivable | (425) | 3,366 |
Prepaid expenses and other assets | 885 | 2,441 |
Change in liabilities: | ||
Accounts payable | 49,417 | 2,865 |
Accrued expenses and other liabilities | (5,852) | (6,237) |
Payments of contingent consideration in excess of costs over estimated earnings | 0 | (1,097) |
Net cash provided by operating activities | 9,668 | 24,076 |
Investing activities | ||
Purchases of property and equipment | (5,101) | (6,382) |
Payments for acquisitions, net of cash acquired | 0 | (33) |
Net cash used in investing activities | (5,101) | (6,415) |
Financing activities | ||
Payments of contingent consideration due to seller | 0 | (253) |
Proceeds from exercise of stock options | 381 | 37 |
Employee tax withholdings related to net share settlements of equity-based awards | (1,541) | (1,978) |
Purchases of treasury stock | (10,349) | (10,371) |
Purchases of Convertible Notes | (88,961) | (7,783) |
Proceeds from borrowing on ABL facility | 100,000 | 0 |
Net cash used in financing activities | (470) | (20,348) |
Increase (Decrease) in cash and cash equivalents | 4,097 | (2,686) |
Cash and cash equivalents, beginning of period | 34,626 | 40,281 |
Cash and cash equivalents, end of period | 38,722 | 37,595 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 1,156 | 298 |
Cash received during the period for income taxes refunded | 0 | 3,348 |
Noncash financing activity | ||
Liability for purchases of treasury stock not yet settled | $ 0 | $ 257 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings |
Stockholders' equity at beginning of period at Dec. 31, 2018 | $ 389,932 | $ 3 | $ (79,571) | $ 348,397 | $ 121,102 |
Shares at beginning of period (in shares) at Dec. 31, 2018 | 31,345,220 | (3,947,460) | |||
Increase in stockholders' equity: | |||||
Share compensation expense | 2,806 | 2,806 | |||
Exercise of stock options | 37 | $ 0 | 37 | ||
Exercise of stock options (in shares) | 3,000 | ||||
Common stock issued for vested restricted stock | 0 | $ 0 | 0 | ||
Common stock issued for vested restricted stock (in shares) | 215,071 | ||||
Common stock issued for vested performance shares | 0 | $ 0 | 0 | ||
Common stock issued for vested performance shares (in shares) | 13,267 | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock | (1,978) | $ 0 | (1,978) | ||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock (in shares) | (81,936) | ||||
Repurchase of convertible notes, net of deferred taxes | 36 | 36 | |||
Purchases of treasury stock | (10,629) | $ (10,629) | |||
Purchase of treasury stock (in shares) | (452,350) | ||||
Net loss | 3,497 | 3,497 | |||
Stockholders' equity at end of period at Mar. 31, 2019 | 383,700 | $ 3 | $ (90,199) | 349,298 | 124,599 |
Shares at end of period (in shares) at Mar. 31, 2019 | 31,494,622 | (4,399,810) | |||
Stockholders' equity at beginning of period at Dec. 31, 2019 | 383,312 | $ 3 | $ (109,239) | 356,600 | 135,948 |
Shares at beginning of period (in shares) at Dec. 31, 2019 | 31,507,247 | (5,277,438) | |||
Increase in stockholders' equity: | |||||
Share compensation expense | 4,608 | 4,608 | |||
Exercise of stock options | 381 | $ 0 | 381 | ||
Exercise of stock options (in shares) | 32,000 | ||||
Common stock issued for vested restricted stock | 0 | $ 0 | 0 | ||
Common stock issued for vested restricted stock (in shares) | 247,224 | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock | (1,541) | $ 0 | (1,541) | ||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock (in shares) | (82,802) | ||||
Repurchase of convertible notes, net of deferred taxes | (190) | (190) | |||
Purchases of treasury stock | (9,440) | $ (9,440) | |||
Purchase of treasury stock (in shares) | (489,662) | ||||
Net loss | (2,933) | (2,933) | |||
Stockholders' equity at end of period at Mar. 31, 2020 | $ 374,197 | $ 3 | $ (118,679) | $ 359,857 | $ 133,015 |
Shares at end of period (in shares) at Mar. 31, 2020 | 31,703,669 | (5,767,100) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 are not necessarily indicative of the results expected for the full year 2020. 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, 2019. 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 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. Adoption of ASC Topic 326, "Financial Instruments - Credit Loss" On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses ("ASC Topic 326"), using the prospective approach. Results for reporting periods beginning on or after January 1, 2020 are presented under ASC Topic 326. Prior period amounts are not adjusted and continue to be reported in accordance with the accounting standards in effect for those periods. The Company is exposed to potential credit losses related to its trade receivables, which the Company categorizes as either Transactional or Managed Transportation. For its Transactional trade receivables, the Company utilizes historical loss information to develop an estimate for future expected credit losses. For its Managed Transportation trade receivables, the Company estimates its potential future expected credit losses on a customer specific basis. The Company considers current economic conditions and forecasts when determining its credit loss estimate based on the aging schedule. The Company transacts with customers in a variety of industries and adjusts its estimate accordingly if it becomes aware of financial difficulties for a specific customer. The Company extends credit to certain clients as part of its business model. These clients are subject to an approval process prior to any extension of credit or increase in their current credit limit. The Company reviews each credit request and considers, among other factors, payment history, current billing status, recommendations by various rating agencies and capitalization. Clients that satisfy the credit review may receive a line of credit or an increase in their existing credit amount. The Company believes this review and approval process helps mitigate the risk of client defaults on extensions of credit and any potential credit losses. Additionally, the Company maintains a credit insurance policy for certain accounts. The following table summarizes the components of the allowance as of March 31, 2020 (in thousands): Allowance for Doubtful Accounts Balance at December 31, 2019 $ 4,255 Provision, charged to expense 484 Write-offs (608) Recoveries 398 Balance at March 31, 2020 $ 4,529 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 values of the due to seller liabilities are determined based on the likelihood of the Company making contingent earn-out payments (see Note 4). The fair value of the liability component of the Notes (as defined in Note 11) was determined using the discounted cash flow analysis discussed in Note 11. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , which replaces the incurred loss methodology previously employed to measure credit losses for most financial assets and requires the use of a forward-looking expected loss model. This update requires financial assets to be measured at amortized costs less a reserve and equal to the net amount expected to be collected. The Company adopted this standard on January 1, 2020 using the prospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. At March 31, 2020, the Company reported $335.4 million of accounts receivable, net of allowance of $4.5 million. Changes in the allowance were not material for the three months ended March 31, 2020. The Company fully describes the adoption and impact of this standard in Note 1. As part of the adoption of this standard, the Company implemented changes to its accounting policies, practices and internal controls over financial reporting. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This new accounting standard was effective for annual periods beginning after December 15, 2019. The Company adopted the standard on January 1, 2020. The adoption of this new standard did not have a material impact on the Company's consolidated financial statements. Recently issued accounting pronouncements not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. The Company generates revenue from two different client types: Transactional and Managed Transportation. Most clients are categorized as Transactional clients. For its Transactional business, the Company provides brokerage and transportation management services on a shipment-by-shipment basis. Carrier selection, dispatch, load management and tracking are integrated services that occur within the brokerage and transportation management performance obligation. For the brokerage and transportation management services performance obligation, revenue is recognized as the client's shipment travels from origin to destination by a third-party carrier. The Company is the principal in these transactions and recognizes revenue on a gross and relative transit time basis. The Company categorizes a client as a Managed Transportation client if there is an agreement with the client for the provision of services, typically for a multi-year term. Brokerage and transportation management services are typically the performance obligation for the Company's Managed Transportation clients. For this performance obligation, revenue is recognized gross, as the Company is the principal in these transactions, and is recognized as the Managed Transportation client's shipment travels from origin to destination on a relative transit time basis. Other performance obligations for Managed Transportation clients may include transportation management services, which includes the integrated services of dispatch, tracking and carrier payment. For these types of transactions, revenue is recorded on a net basis, as the Company does not have latitude in carrier selection or establish rates with the carrier. The Company also performs project-based services, such as compliance management, customized re-billing services and freight studies for certain Managed Transportation clients. The following table presents the Company's revenue disaggregated by client type (in thousands): Three Months Ended March 31, Client Type 2020 2019 Transactional $ 428,374 $ 412,144 Managed Transportation 122,675 125,939 Revenue $ 551,049 $ 538,083 Revenue recognized per shipment varies depending on the transportation mode. The primary modes of shipment in which the Company transacts are truckload and less than truckload. Other transportation modes include intermodal, small parcel, domestic air, expedited and international. The following table presents the Company's revenue disaggregated by mode (in thousands): Three Months Ended March 31, Mode 2020 2019 Truckload $ 367,781 $ 354,319 Less than truckload 157,945 154,940 Other revenue 25,323 28,824 Revenue $ 551,049 $ 538,083 Commissions The Company recognizes commission expense when incurred because the amortization period is less than one year. Commission expense is recognized on a relative transit time basis, which aligns with the Company's revenue recognition policy. Variable Consideration Certain customers may receive rebates based on the terms of their agreement with the Company, which are accounted for as variable consideration. Rebates are estimated based on the expected amount to be provided to customers and reduce revenue recognized. The Company also estimates for possible additional fees based on a portfolio approach. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company applies ASC 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 both March 31, 2020 and December 31, 2019 was $1.7 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. 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 2% to 3%. 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 liabilities measured at fair value on a recurring basis and the basis of measurement at March 31, 2020 and December 31, 2019 (in thousands): Fair Value Measurements as of March 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,737) — — $ (1,737) Fair Value Measurements as of December 31, 2019 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,707) — — $ (1,707) 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) (in thousands): Due to Seller Liability Balance at December 31, 2019 $ (1,707) Change in fair value of contingent consideration due to seller (30) Balance at March 31, 2020 $ (1,737) For the three months ended March 31, 2020 and 2019, the Company recognized expense of $30 thousand and $290 thousand, respectively. These changes in fair value resulted from using revised forecasts that took into account the most recent performance at each acquired business and the effect of the time value of money. During the three months ended March 31, 2020, the Company did not make any contingent earn-out payments. During the three months ended March 31, 2019, the Company made contingent earn-out payments of $1.4 million to the sellers of businesses acquired by the Company. |
Intangibles and Goodwill
Intangibles and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles and Goodwill | Intangibles and Goodwill The balance of goodwill was $309.6 million as of March 31, 2020 and December 31, 2019, as no changes occurred during the period. The following is a summary of amortizable intangible assets as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships $ 150,239 $ (69,680) $ 80,559 $ 150,239 $ (67,317) $ 82,922 Carrier relationships 18,300 (5,203) 13,097 18,300 (4,934) 13,366 Non-compete agreements 5,239 (3,952) 1,287 5,239 (3,765) 1,474 Trade names 5,640 (5,640) — 5,640 (5,640) — $ 179,418 $ (84,474) $ 94,944 $ 179,418 $ (81,656) $ 97,762 Note: Amounts may not foot due to rounding. The customer relationships are being amortized using an accelerated method over their estimated weighted-average useful life of 14.8 years, as an accelerated method best approximates the distribution of cash flows generated by the acquired customer relationships. The carrier relationships, non-compete agreements and trade names are being amortized using the straight-line method over their estimated weighted-average useful lives of 17.0 years, 6.7 years and 4.0 years, respectively. Amortization expense related to intangible assets was $2.8 million and $3.2 million for the three months ended March 31, 2020 and 2019, respectively. The estimated amortization expense for the next five years and thereafter is as follows (in thousands): Remainder of 2020 $ 8,155 2021 10,362 2022 10,005 2023 9,501 2024 8,897 Thereafter 48,023 Total $ 94,944 Note: Amounts may not foot due to rounding. |
Accrued Expenses and Other Nonc
Accrued Expenses and Other Noncurrent Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Noncurrent Liabilities | Accrued Expenses and Other Liabilities The components of accrued expenses at March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Accrued compensation $ 17,478 $ 21,192 Accrued rebates 2,353 3,119 Accrued employee benefits 3,372 4,235 Accrued professional service fees 1,226 1,395 Accrued interest 1,022 881 Other 4,000 4,407 Total accrued expenses $ 29,450 $ 35,229 Note: Amounts may not foot due to rounding. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 (Loss) Income before provision for income taxes $ (2,328) $ 5,690 Income tax expense $ (605) $ (2,194) Effective tax rate (26.0) % 38.6 % |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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, restricted stock units and performance shares. The computation of basic and diluted (loss) earnings per common share for the three months ended March 31, 2020 and 2019 is as follows (in thousands, except share and per share data): Three Months Ended March 31, 2020 2019 Numerator: Net (loss) income $ (2,933) $ 3,497 Denominator: Denominator for basic earnings per common share - weighted-average shares 26,006,644 27,206,910 Effect of dilutive securities: Employee stock awards — 249,238 Denominator for dilutive earnings per common share 26,006,644 27,456,148 Basic (loss) earnings per common share $ (0.11) $ 0.13 Diluted (loss) earnings per common share $ (0.11) $ 0.13 For the three months ended March 31, 2020, the Company excluded 181,830 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, 2019, the Company excluded 10,380 unvested performance and market-based shares from the calculation of diluted earnings per common share because the effect was anti-dilutive. There were no employee stock options and no unvested restricted stock excluded from the calculation of diluted earnings per common share for the three months ended March 31, 2019. As of March 31, 2020, none of the conditions allowing holders of the Notes (as defined in Note 11) to convert have been met and no conversion spread exists. As such, the Notes did not have a dilutive impact on diluted earnings per common share for the three months ended March 31, 2020 and 2019. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans The Company recorded $4.6 million in total stock-based compensation expense with corresponding income tax benefits of $1.1 million for the three months ended March 31, 2020. For the three months ended March 31, 2019, the Company recorded $2.8 million in total stock-based compensation expense with corresponding income tax benefits of $0.7 million. During each of the three months ended March 31, 2020 and 2019, the Company did not grant any stock options. The Company granted 3,069 and 357,465 shares of restricted stock to various employees during the three months ended March 31, 2020 and 2019, respectively. The Company granted 377,534 restricted stock units to various employees during the three months ended March 31, 2020. There were no restricted stock units granted during the three months ended March 31, 2019. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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, results of operations or cash flows. In July 2016, the Company received an unfavorable appeals assessment regarding a state activity-based tax matter of $1.3 million, 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, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 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 values of the due to seller liabilities are determined based on the likelihood of the Company making contingent earn-out payments (see Note 4). The fair value of the liability component of the Notes (as defined in Note 11) was determined using the discounted cash flow analysis discussed in Note 11. |
New Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , which replaces the incurred loss methodology previously employed to measure credit losses for most financial assets and requires the use of a forward-looking expected loss model. This update requires financial assets to be measured at amortized costs less a reserve and equal to the net amount expected to be collected. The Company adopted this standard on January 1, 2020 using the prospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. At March 31, 2020, the Company reported $335.4 million of accounts receivable, net of allowance of $4.5 million. Changes in the allowance were not material for the three months ended March 31, 2020. The Company fully describes the adoption and impact of this standard in Note 1. As part of the adoption of this standard, the Company implemented changes to its accounting policies, practices and internal controls over financial reporting. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This new accounting standard was effective for annual periods beginning after December 15, 2019. The Company adopted the standard on January 1, 2020. The adoption of this new standard did not have a material impact on the Company's consolidated financial statements. Recently issued accounting pronouncements not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table summarizes the components of the allowance as of March 31, 2020 (in thousands): Allowance for Doubtful Accounts Balance at December 31, 2019 $ 4,255 Provision, charged to expense 484 Write-offs (608) Recoveries 398 Balance at March 31, 2020 $ 4,529 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The following table presents the Company's revenue disaggregated by client type (in thousands): Three Months Ended March 31, Client Type 2020 2019 Transactional $ 428,374 $ 412,144 Managed Transportation 122,675 125,939 Revenue $ 551,049 $ 538,083 The following table presents the Company's revenue disaggregated by mode (in thousands): Three Months Ended March 31, Mode 2020 2019 Truckload $ 367,781 $ 354,319 Less than truckload 157,945 154,940 Other revenue 25,323 28,824 Revenue $ 551,049 $ 538,083 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 liabilities measured at fair value on a recurring basis and the basis of measurement at March 31, 2020 and December 31, 2019 (in thousands): Fair Value Measurements as of March 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,737) — — $ (1,737) Fair Value Measurements as of December 31, 2019 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (1,707) — — $ (1,707) |
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) (in thousands): Due to Seller Liability Balance at December 31, 2019 $ (1,707) Change in fair value of contingent consideration due to seller (30) Balance at March 31, 2020 $ (1,737) |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of amortizable intangible assets | The following is a summary of amortizable intangible assets as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships $ 150,239 $ (69,680) $ 80,559 $ 150,239 $ (67,317) $ 82,922 Carrier relationships 18,300 (5,203) 13,097 18,300 (4,934) 13,366 Non-compete agreements 5,239 (3,952) 1,287 5,239 (3,765) 1,474 Trade names 5,640 (5,640) — 5,640 (5,640) — $ 179,418 $ (84,474) $ 94,944 $ 179,418 $ (81,656) $ 97,762 Note: Amounts may not foot due to rounding. |
Estimated amortization expense for the next five years and thereafter | The estimated amortization expense for the next five years and thereafter is as follows (in thousands): Remainder of 2020 $ 8,155 2021 10,362 2022 10,005 2023 9,501 2024 8,897 Thereafter 48,023 Total $ 94,944 Note: Amounts may not foot due to rounding. |
Accrued Expenses and Other No_2
Accrued Expenses and Other Noncurrent Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Components of accrued expenses | The components of accrued expenses at March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Accrued compensation $ 17,478 $ 21,192 Accrued rebates 2,353 3,119 Accrued employee benefits 3,372 4,235 Accrued professional service fees 1,226 1,395 Accrued interest 1,022 881 Other 4,000 4,407 Total accrued expenses $ 29,450 $ 35,229 Note: Amounts may not foot due to rounding. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 (Loss) Income before provision for income taxes $ (2,328) $ 5,690 Income tax expense $ (605) $ (2,194) Effective tax rate (26.0) % 38.6 % |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per common share | The computation of basic and diluted (loss) earnings per common share for the three months ended March 31, 2020 and 2019 is as follows (in thousands, except share and per share data): Three Months Ended March 31, 2020 2019 Numerator: Net (loss) income $ (2,933) $ 3,497 Denominator: Denominator for basic earnings per common share - weighted-average shares 26,006,644 27,206,910 Effect of dilutive securities: Employee stock awards — 249,238 Denominator for dilutive earnings per common share 26,006,644 27,456,148 Basic (loss) earnings per common share $ (0.11) $ 0.13 Diluted (loss) earnings per common share $ (0.11) $ 0.13 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible senior notes | As of March 31, 2020 and December 31, 2019, the carrying amounts of the Notes on the consolidated balance sheets were calculated as follows (in thousands): March 31, 2020 December 31, 2019 Convertible senior notes, principal amount $ 69,242 $ 158,295 Unamortized debt discount (184) (1,667) Unamortized debt issuance costs (36) (330) Convertible senior notes, net $ 69,022 $ 156,298 |
Schedule of interest expense related to convertible senior notes | For the three months ended March 31, 2020 and 2019, interest expense related to the Notes consisted of the following (in thousands): Three Months Ended March 31, 2020 2019 Contractual coupon interest $ 919 $ 1,201 Debt discount amortization 1,012 1,405 Loss on extinguishment of debt 166 199 Debt issuance cost amortization 200 278 Interest expense, Notes $ 2,297 $ 3,082 Note: Amounts may not foot due to rounding. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at December 31, 2019 | $ 4,255 |
Provision, charged to expense | 484 |
Write-offs | (608) |
Recoveries | 398 |
Balance at March 31, 2020 | $ 4,529 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||
Accounts receivable, net of allowance | $ 335,373 | $ 286,989 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 4,529 | $ 4,255 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 551,049 | $ 538,083 |
Truckload | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 367,781 | 354,319 |
Less than truckload | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 157,945 | 154,940 |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 25,323 | 28,824 |
Transactional | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 428,374 | 412,144 |
Managed Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 122,675 | $ 125,939 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Probability of reaching the forecast maximum (as a percent) | 100.00% | ||
Payments of contingent consideration due to seller | $ 0 | $ 1,400,000 | |
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Change in fair value | (30,000) | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 1,737,000 | $ 1,707,000 | |
Selling, general and administrative expenses | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Change in fair value | $ (30,000) | $ (290,000) | |
Minimum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate used to determine fair value of contingent consideration | 2.00% | ||
Maximum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate used to determine fair value of contingent consideration | 3.00% | ||
Contingent consideration | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration due to seller | $ (1,700,000) | $ (1,700,000) |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities at Fair Value (Details) - Contingent consideration - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||
Contingent consideration due to seller | $ (1,700) | $ (1,700) |
Fair Value, Measurements, Recurring | ||
Liabilities: | ||
Contingent consideration due to seller | (1,737) | (1,707) |
Fair Value, Measurements, Recurring | Level 1 | ||
Liabilities: | ||
Contingent consideration due to seller | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Liabilities: | ||
Contingent consideration due to seller | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Liabilities: | ||
Contingent consideration due to seller | $ (1,737) | $ (1,707) |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Liabilities Using Level 3 (Details) - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | $ (1,707) |
Change in fair value of contingent consideration due to seller | (30) |
Balance at end of period | $ (1,737) |
Intangibles and Goodwill - Inta
Intangibles and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Intangible assets: | |||
Goodwill | $ 309,589 | $ 309,589 | |
Summary of amortizable intangible assets: | |||
Cost | 179,418 | 179,418 | |
Accumulated Amortization | (84,474) | (81,656) | |
Net | 94,944 | 97,762 | |
Amortization expense | 2,800 | $ 3,200 | |
Estimated amortization expense for the next five years and thereafter: | |||
Remainder of 2020 | 8,155 | ||
2020 | 10,362 | ||
2021 | 10,005 | ||
2022 | 9,501 | ||
2023 | 8,897 | ||
Thereafter | 48,023 | ||
Net | 94,944 | 97,762 | |
Customer relationships | |||
Summary of amortizable intangible assets: | |||
Cost | 150,239 | 150,239 | |
Accumulated Amortization | (69,680) | (67,317) | |
Net | $ 80,559 | 82,922 | |
Weighted-average, useful life | 14 years 9 months 18 days | ||
Estimated amortization expense for the next five years and thereafter: | |||
Net | $ 80,559 | 82,922 | |
Carrier relationships | |||
Summary of amortizable intangible assets: | |||
Cost | 18,300 | 18,300 | |
Accumulated Amortization | (5,203) | (4,934) | |
Net | $ 13,097 | 13,366 | |
Weighted-average, useful life | 17 years | ||
Estimated amortization expense for the next five years and thereafter: | |||
Net | $ 13,097 | 13,366 | |
Non-compete agreements | |||
Summary of amortizable intangible assets: | |||
Cost | 5,239 | 5,239 | |
Accumulated Amortization | (3,952) | (3,765) | |
Net | $ 1,287 | 1,474 | |
Weighted-average, useful life | 6 years 8 months 12 days | ||
Estimated amortization expense for the next five years and thereafter: | |||
Net | $ 1,287 | 1,474 | |
Trade names | |||
Summary of amortizable intangible assets: | |||
Cost | 5,640 | 5,640 | |
Accumulated Amortization | (5,640) | (5,640) | |
Net | $ 0 | 0 | |
Weighted-average, useful life | 4 years | ||
Estimated amortization expense for the next five years and thereafter: | |||
Net | $ 0 | $ 0 |
Accrued Expenses and Other No_3
Accrued Expenses and Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 17,478 | $ 21,192 |
Accrued rebates | 2,353 | 3,119 |
Accrued employee benefits | 3,372 | 4,235 |
Accrued professional service fees | 1,226 | 1,395 |
Accrued interest | 1,022 | 881 |
Other | 4,000 | 4,407 |
Total accrued expenses | 29,450 | 35,229 |
Other noncurrent liabilities | $ 637 | $ 641 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
(Loss) Income before provision for income taxes | $ (2,328) | $ 5,690 |
Income tax expense | $ (605) | $ (2,194) |
Effective tax rate | (26.00%) | 38.60% |
Federal tax rate | 21.00% | 21.00% |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net (loss) income | $ (2,933) | $ 3,497 |
Denominator: | ||
Denominator for basic earnings per common share - weighted-average shares (in shares) | 26,006,644 | 27,206,910 |
Effect of dilutive securities: | ||
Employee stock awards (in shares) | 0 | 249,238 |
Denominator for dilutive earnings per common share (in shares) | 26,006,644 | 27,456,148 |
Basic earnings per common share (in usd per share) | $ (0.11) | $ 0.13 |
Diluted earnings per common share (in usd per share) | $ (0.11) | $ 0.13 |
Performance shares | ||
Anti-dilutive securities excluded from the calculation of earnings per share: | ||
Shares excluded from the calculation of diluted earnings per share (in shares) | 10,380 | |
Employee stock option | ||
Anti-dilutive securities excluded from the calculation of earnings per share: | ||
Shares excluded from the calculation of diluted earnings per share (in shares) | 0 | 0 |
Restricted stock | ||
Anti-dilutive securities excluded from the calculation of earnings per share: | ||
Shares excluded from the calculation of diluted earnings per share (in shares) | 181,830 | 0 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock based compensation plans: | ||
Stock-based compensation expense | $ 4.6 | $ 2.8 |
Tax benefits from stock-based compensation expense | $ 1.1 | $ 0.7 |
Grants in period, options (in shares) | 0 | 0 |
Convertible senior notes, net | ||
Stock based compensation plans: | ||
Repayments of debt | $ 89 | $ 7.8 |
Restricted stock | ||
Stock based compensation plans: | ||
Grants in period, other than options (in shares) | 3,069 | 357,465 |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 377,534 | 0 |
Performance and market-based stock | ||
Stock based compensation plans: | ||
Grants in period, other than options (in shares) | 139,191 | 105,543 |
Contingencies (Details)
Contingencies (Details) $ in Millions | Jul. 31, 2016USD ($) |
State Tax Audit | |
Loss Contingencies [Line Items] | |
Amount of assessment including penalties and interest | $ 1.3 |
Long-Term Debt - Line of Credit
Long-Term Debt - Line of Credit (Details) - ABL Facility - USD ($) | Oct. 23, 2018 | Jun. 01, 2015 | Dec. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 |
Line of Credit Facility [Line Items] | |||||
Issuance costs | $ 3,100,000 | $ 800,000 | |||
Life of ABL facility (in years) | 5 years | ||||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | |||
Commitment fee and borrowings interest expense | 400,000 | 200,000 | |||
Remaining borrowing capacity | $ 157,700,000 | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Current borrowing capacity | $ 350,000,000 | ||||
Increase to borrowing capacity | 150,000,000 | ||||
Maximum borrowing capacity | $ 500,000,000 | ||||
Commitment fee percentage | 0.25% | ||||
Proceeds from borrowing on ABL facility | $ 100,000,000 | 0 | |||
ABL facility, outstanding borrowings | $ 0 | ||||
Remaining borrowing capacity | 258,400,000 | ||||
Revolving Credit Facility | Federal Funds Effective Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 0.50% | ||||
Revolving Credit 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 | Federal Funds Effective Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 0.50% | ||||
Revolving Credit Facility | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.00% | ||||
Revolving Credit Facility | LIBOR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.25% | ||||
Revolving Credit Facility | LIBOR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.50% | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Letters of credit outstanding, amount | $ 700,000 |
Long-Term Debt - Convertible Se
Long-Term Debt - Convertible Senior Notes (Details) - Convertible senior notes, net | May 05, 2015USD ($)$ / shares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
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) | $ / shares | $ 39.15 | |||
Repurchased face amount | $ 89,100,000 | $ 7,900,000 | ||
Repayments of debt | 89,000,000 | 7,800,000 | ||
Gain (loss) on extinguishment of debt | 166,000 | 199,000 | ||
Carrying amount of Notes on the balance sheet: | ||||
Convertible senior notes, principal amount | $ 230,000,000 | 69,242,000 | $ 158,295,000 | |
Unamortized debt discount | (184,000) | (1,667,000) | ||
Unamortized debt issuance costs | (36,000) | (330,000) | ||
Convertible senior notes, net | 69,022,000 | $ 156,298,000 | ||
Convertible senior notes, fair value | 69,100,000 | |||
Contractual coupon interest | 919,000 | 1,201,000 | ||
Debt discount amortization | 1,012,000 | 1,405,000 | ||
Amortization of debt issuance costs | 200,000 | 278,000 | ||
Interest expense | $ 2,297,000 | $ 3,082,000 | ||
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) $ in Thousands | Mar. 31, 2020USD ($) |
Convertible senior notes, net | |
Debt Instrument [Line Items] | |
2020 | $ 70,100 |