Echo Global Logistics 10-Q 23 Apr 20 2020 Q1 Quarterly report Financial data

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