Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 $0.0001 per share | |
Trading Symbol | ECHO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,630,895 | |
Entity Central Index Key | 0001426945 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 985,590 | $ 691,495 | $ 2,720,916 | $ 1,757,262 |
Costs and expenses: | ||||
Transportation costs | 846,306 | 591,048 | 2,325,553 | 1,478,864 |
Selling, general and administrative expenses | 104,170 | 80,533 | 303,765 | 235,667 |
Depreciation and amortization | 8,892 | 9,655 | 26,277 | 29,251 |
Income from operations | 26,223 | 10,259 | 65,321 | 13,480 |
Interest expense | (638) | (1,014) | (2,070) | (5,200) |
Income before provision for income taxes | 25,585 | 9,245 | 63,250 | 8,280 |
Income tax expense | (6,659) | (2,427) | (15,761) | (3,444) |
Net income | $ 18,925 | $ 6,818 | $ 47,489 | $ 4,836 |
Earnings per common share: | ||||
Basic (in usd per share) | $ 0.72 | $ 0.26 | $ 1.82 | $ 0.19 |
Diluted (in usd per share) | $ 0.70 | $ 0.26 | $ 1.77 | $ 0.18 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Software Development | ||||
Depreciation | $ 4,105 | $ 4,958 | $ 11,844 | $ 14,653 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 53,967 | $ 41,297 |
Accounts receivable, net of allowance for doubtful accounts of $5,805 and $6,287 at September 30, 2021 and December 31, 2020, respectively | 576,205 | 439,391 |
Prepaid expenses | 10,028 | 9,322 |
Other current assets | 4,266 | 3,465 |
Total current assets | 644,466 | 493,475 |
Noncurrent assets: | ||
Property and equipment, net of accumulated depreciation of $174,726 and $156,309 at September 30, 2021 and December 31, 2020, respectively | 56,780 | 53,599 |
Goodwill | 309,589 | 309,589 |
Intangible assets, net of accumulated amortization of $100,421 and $92,630 at September 30, 2021 and December 31, 2020, respectively | 78,997 | 86,788 |
Operating lease assets | 16,626 | 16,724 |
Other noncurrent assets | 2,953 | 3,768 |
Total noncurrent assets | 464,946 | 470,469 |
Total assets | 1,109,413 | 963,944 |
Current liabilities: | ||
Accounts payable | 423,732 | 317,692 |
Due to seller, current | 0 | 307 |
Accrued expenses | 65,369 | 53,458 |
Other current liabilities | 5,269 | 4,004 |
Income taxes payable | 3,075 | 1,675 |
Total current liabilities | 497,444 | 377,135 |
Noncurrent liabilities: | ||
Long-term debt, net | 104,283 | 133,945 |
Other noncurrent liabilities | 521 | 511 |
Deferred income taxes | 27,990 | 25,333 |
Noncurrent operating lease liabilities | 25,457 | 27,651 |
Total noncurrent liabilities | 158,251 | 187,440 |
Total liabilities | 655,696 | 564,575 |
Stockholders' equity: | ||
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 31,956,525 shares issued and 26,189,425 shares outstanding at September 30, 2021; 31,731,798 shares issued and 25,964,698 shares outstanding at December 31, 2020 | 3 | 3 |
Treasury stock, 5,767,100 and 5,767,100 shares at September 30, 2021 and December 31, 2020, respectively | (118,679) | (118,679) |
Additional paid-in capital | 373,123 | 366,265 |
Retained earnings | 199,269 | 151,780 |
Total stockholders' equity | 453,717 | 399,369 |
Total liabilities and stockholders' equity | $ 1,109,413 | $ 963,944 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 5,805 | $ 6,287 |
Noncurrent assets: | ||
Property and equipment, accumulated depreciation | 174,726 | 156,309 |
Customer relationships and other intangible assets, accumulated amortization | $ 100,421 | $ 92,630 |
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) | 31,956,525 | 31,731,798 |
Common stock, shares outstanding (in shares) | 26,189,425 | 25,964,698 |
Treasury stock, shares (in shares) | 5,767,100 | 5,767,100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net income | $ 47,489 | $ 4,836 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Deferred income taxes | 2,657 | (513) |
Noncash stock compensation expense | 9,943 | 9,225 |
Noncash interest expense | 0 | 1,711 |
Change in contingent consideration due to seller | 647 | (325) |
Depreciation and amortization | 26,277 | 29,251 |
Change in assets: | ||
Accounts receivable | (136,814) | (145,536) |
Income taxes receivable | 0 | 3,635 |
Prepaid expenses and other assets | (354) | 505 |
Change in liabilities: | ||
Accounts payable | 105,910 | 142,497 |
Income taxes payable | 1,410 | 0 |
Accrued expenses and other liabilities | 11,648 | 8,586 |
Payment of contingent consideration in excess of amounts established in purchase accounting | (953) | (507) |
Net cash provided by operating activities | 67,860 | 53,367 |
Investing activities | ||
Purchases of property and equipment | (22,105) | (15,144) |
Net cash used in investing activities | (22,105) | (15,144) |
Financing activities | ||
Repayments of contingent consideration due to seller | 0 | (447) |
Proceeds from exercise of stock options | 121 | 405 |
Employee tax withholdings related to net share settlements of equity-based awards | (3,206) | (1,676) |
Purchases of treasury stock | 0 | (10,349) |
Purchases of Convertible Notes | 0 | (88,961) |
Settlement of Convertible Notes | 0 | (69,242) |
Proceeds from borrowing on ABL facility | 0 | 170,000 |
Repayments of amounts borrowing on ABL facility | (30,000) | (25,000) |
Net cash used in financing activities | (33,085) | (25,269) |
Increase in cash and cash equivalents | 12,670 | 12,953 |
Cash and cash equivalents, beginning of period | 41,297 | 34,626 |
Cash and cash equivalents, end of period | 53,967 | 47,579 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 1,721 | 3,967 |
Cash paid during the period for income taxes | 11,718 | 303 |
Cash received during the period for income taxes refunded | $ (25) | $ 0 |
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, 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 and restricted stock units | 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 and restricted stock units | (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 income | (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) | |||
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: | |||||
Net income | 4,836 | ||||
Stockholders' equity at end of period at Sep. 30, 2020 | 386,473 | $ 3 | $ (118,679) | 364,364 | 140,784 |
Shares at end of period (in shares) at Sep. 30, 2020 | 31,718,589 | (5,767,100) | |||
Stockholders' equity at beginning of period at Mar. 31, 2020 | 374,197 | $ 3 | $ (118,679) | 359,857 | 133,015 |
Shares at beginning of period (in shares) at Mar. 31, 2020 | 31,703,669 | (5,767,100) | |||
Increase in stockholders' equity: | |||||
Share compensation expense | 2,319 | 2,319 | |||
Common stock issued for vested restricted stock and restricted stock units | 0 | $ 0 | 0 | ||
Common stock issued for vested restricted stock (in shares) | 8,105 | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock and restricted stock units | (51) | $ 0 | (51) | ||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock (in shares) | (2,584) | ||||
Net income | 951 | 951 | |||
Stockholders' equity at end of period at Jun. 30, 2020 | 377,417 | $ 3 | $ (118,679) | 362,126 | 133,967 |
Shares at end of period (in shares) at Jun. 30, 2020 | 31,709,190 | (5,767,100) | |||
Increase in stockholders' equity: | |||||
Share compensation expense | 2,298 | 2,298 | |||
Exercise of stock options | 24 | $ 0 | 24 | ||
Exercise of stock options (in shares) | 2,000 | ||||
Common stock issued for vested restricted stock and restricted stock units | 0 | $ 0 | 0 | ||
Common stock issued for vested restricted stock (in shares) | 10,528 | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock and restricted stock units | (84) | $ 0 | (84) | ||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock (in shares) | (3,129) | ||||
Net income | 6,818 | 6,818 | |||
Stockholders' equity at end of period at Sep. 30, 2020 | 386,473 | $ 3 | $ (118,679) | 364,364 | 140,784 |
Shares at end of period (in shares) at Sep. 30, 2020 | 31,718,589 | (5,767,100) | |||
Stockholders' equity at beginning of period at Dec. 31, 2020 | 399,369 | $ 3 | $ (118,679) | 366,265 | 151,780 |
Shares at beginning of period (in shares) at Dec. 31, 2020 | 31,731,798 | (5,767,100) | |||
Increase in stockholders' equity: | |||||
Share compensation expense | 5,045 | 5,045 | |||
Exercise of stock options | 121 | $ 0 | 121 | ||
Exercise of stock options (in shares) | 8,389 | ||||
Common stock issued for vested restricted stock and restricted stock units | 0 | $ 0 | 0 | ||
Common stock issued for vested restricted stock (in shares) | 271,084 | ||||
Common stock issued for vested performance shares | 0 | $ 0 | 0 | ||
Common stock issued for vested performance shares (in shares) | 37,188 | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock and restricted stock units | (3,031) | $ 0 | (3,031) | ||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock (in shares) | (102,520) | ||||
Net income | 10,196 | 10,196 | |||
Stockholders' equity at end of period at Mar. 31, 2021 | 411,701 | $ 3 | $ (118,679) | 368,400 | 161,976 |
Shares at end of period (in shares) at Mar. 31, 2021 | 31,945,939 | (5,767,100) | |||
Stockholders' equity at beginning of period at Dec. 31, 2020 | 399,369 | $ 3 | $ (118,679) | 366,265 | 151,780 |
Shares at beginning of period (in shares) at Dec. 31, 2020 | 31,731,798 | (5,767,100) | |||
Increase in stockholders' equity: | |||||
Net income | 47,489 | ||||
Stockholders' equity at end of period at Sep. 30, 2021 | 453,717 | $ 3 | $ (118,679) | 373,123 | 199,269 |
Shares at end of period (in shares) at Sep. 30, 2021 | 31,956,525 | (5,767,100) | |||
Stockholders' equity at beginning of period at Mar. 31, 2021 | 411,701 | $ 3 | $ (118,679) | 368,400 | 161,976 |
Shares at beginning of period (in shares) at Mar. 31, 2021 | 31,945,939 | (5,767,100) | |||
Increase in stockholders' equity: | |||||
Share compensation expense | 2,340 | 2,340 | |||
Common stock issued for vested restricted stock and restricted stock units | 0 | $ 0 | 0 | ||
Common stock issued for vested restricted stock (in shares) | 6,084 | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock and restricted stock units | (73) | $ 0 | (73) | ||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock (in shares) | (2,170) | ||||
Net income | 18,367 | 18,367 | |||
Stockholders' equity at end of period at Jun. 30, 2021 | 432,334 | $ 3 | $ (118,679) | 370,666 | 180,344 |
Shares at end of period (in shares) at Jun. 30, 2021 | 31,949,853 | (5,767,100) | |||
Increase in stockholders' equity: | |||||
Share compensation expense | 2,558 | 2,558 | |||
Common stock issued for vested restricted stock and restricted stock units | 0 | $ 0 | 0 | ||
Common stock issued for vested restricted stock (in shares) | 9,483 | ||||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock and restricted stock units | (101) | $ 0 | (101) | ||
Common shares withheld and retired to satisfy employee tax withholding obligations upon vesting of restricted stock (in shares) | (2,811) | ||||
Net income | 18,925 | 18,925 | |||
Stockholders' equity at end of period at Sep. 30, 2021 | $ 453,717 | $ 3 | $ (118,679) | $ 373,123 | $ 199,269 |
Shares at end of period (in shares) at Sep. 30, 2021 | 31,956,525 | (5,767,100) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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. Certain numbers included herein are rounded to thousands for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. On September 9, 2021, the Company entered into a definitive agreement to be acquired by funds managed by The Jordan Company, L.P. ("TJC"), a global private equity firm. The Agreement and Plan of Merger (the "Merger Agreement") by and among Einstein Midco, LLC, a Delaware limited liability company ("Parent"), Einstein Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Company, provides for the merger of Merger Sub with and into the Company (the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, each Echo stockholders' share will be converted into the right to receive cash in an amount equal to $48.25 without interest thereon. The transaction is subject to the approval of the Company's stockholders, as well as other customary closing conditions, including required regulatory approvals. The parties expect to close the transaction during the fourth quarter of 2021. 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 nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year 2021. 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, 2020. Preparation of Financial Statements and Use of Estimates |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In October 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-10, Codification Improvements. These amendments improve consistency by amending the codification to include all disclosure guidance in the appropriate disclosure sections and clarify application of various provisions in the codification by amending and adding new headings, cross referencing to other guidance and refining or correcting terminology. The effective date of this ASU was for fiscal years and interim periods beginning after December 15, 2020. The Company adopted this ASU effective January 1, 2021 and it did not have a material impact on the Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles, the methodology for calculating income tax rates in an interim period, and accounting for franchise taxes, among other updates. The effective date of this ASU was for fiscal years and interim periods beginning after December 15, 2020. The Company adopted this ASU effective January 1, 2021 and it did not have a material impact on the Financial Statements. Recently issued accounting pronouncements not yet adopted I n May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The guidance is effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The guidance is to be applied prospectively to modifications or exchanges occurring on or after the effective date. The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options , which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance is effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The guidance is to be applied using either a full retrospective or modified retrospective method. The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform , which provides companies with optional guidance, including expedients and exceptions for applying U.S. GAAP to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). This new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. As of September 30, 2021, the Company has not entered into new contracts or contract modifications in which the provisions of ASU 2020-04 have been applied. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
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 on a gross basis 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 September 30, Nine Months Ended September 30, Client Type 2021 2020 2021 2020 Transactional $ 760,967 $ 533,853 $ 2,094,779 $ 1,359,021 Managed Transportation 224,622 157,641 626,137 398,241 Revenue $ 985,590 $ 691,495 $ 2,720,916 $ 1,757,262 Note: Amounts may not foot due to rounding. 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 September 30, Nine Months Ended September 30, Mode 2021 2020 2021 2020 Truckload $ 738,009 $ 488,158 $ 2,000,902 $ 1,208,131 Less than truckload 219,825 175,460 627,852 474,962 Other revenue 27,756 27,876 92,162 74,170 Revenue $ 985,590 $ 691,495 $ 2,720,916 $ 1,757,262 Note: Amounts may not foot due to rounding. 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. |
Credit Loss on Trade Receivable
Credit Loss on Trade Receivables | 9 Months Ended |
Sep. 30, 2021 | |
Credit Loss [Abstract] | |
Credit Loss on Trade Receivables | Credit Loss on Trade Receivables The Company applies ASC Topic 326, Financial Instruments - Credit Losses ("ASC Topic 326"), for financial instruments that are subject to credit losses. 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 (in thousands): As of September 30, 2021 2020 Balance as of January 1 st $ 6,287 $ 4,255 Provision, charged to expense 2,567 2,101 Write-offs (3,907) (2,476) Recoveries 857 1,391 Balance as of September 30 th $ 5,805 $ 5,271 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
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. On July 26, 2021, the final earn-out payment was made related to the Freight Management Plus ("FMP") acquisition. As such, no contingent consideration liability was outstanding as of September 30, 2021. As of December 31, 2020, the fair value due to seller liability was $0.3 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%. Hist orical 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 September 30, 2021 and December 31, 2020 (in thousands): Fair Value Measurements as of September 30, 2021 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ — — — $ — Fair Value Measurements as of December 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (307) — — $ (307) 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, 2020 $ (307) Change in fair value of contingent consideration due to seller (647) Payment of contingent consideration due to seller 953 Balance at September 30, 2021 $ — For the three months ended September 30, 2020, the Company recognized an income of $279 thousand, which was recorded in selling, general and administrative expenses on the consolidated statements of operations. For the nine months ended September 30, 2021 and 2020, the Company incurred expense of $647 thousand and recognized income of $325 thousand, respectively, which were recorded in selling, general and administrative expenses on the consolidated statements of operations. These changes in fair value resulted from using revised forecasts that took into account the most recent performance of each acquired business. During the nine months ended September 30, 2021 and 2020, the Company made contingent earn-out payments of $1.0 million to the sellers of the business acquired by the Company. |
Intangibles and Goodwill
Intangibles and Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles and Goodwill | Intangibles and Goodwill The balance of goodwill was $309.6 million as of September 30, 2021 and December 31, 2020, as no changes occurred during the period. The Company had no accumulated impairment losses as of September 30, 2021. The following is a summary of amortizable intangible assets as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships $ 150,239 $ (83,370) $ 66,869 $ 150,239 $ (76,677) $ 73,562 Carrier relationships 18,300 (6,818) 11,482 18,300 (6,010) 12,290 Non-compete agreements 5,239 (4,593) 646 5,239 (4,303) 936 Trade names 5,640 (5,640) — 5,640 (5,640) — $ 179,418 $ (100,421) $ 78,997 $ 179,418 $ (92,630) $ 86,788 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 $2.6 million and $2.7 million for the three months ended September 30, 2021 and 2020, respectively. Amortization expense was $7.8 million and $8.3 million for the nine months ended September 30, 2021 and 2020, respectively. The estimated amortization expense for the next five years and thereafter is as follows (in thousands): Remainder of 2021 $ 2,571 2022 10,005 2023 9,501 2024 8,897 2025 8,201 Thereafter 39,822 Total $ 78,997 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities The components of accrued expenses at September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, 2021 December 31, 2020 Accrued compensation $ 45,391 $ 39,757 Accrued rebates 4,435 3,196 Accrued employee benefits 4,397 3,077 Accrued professional service fees 4,227 1,512 Accrued interest 169 155 Other 6,750 5,760 Total accrued expenses $ 65,369 $ 53,458 Note: Amounts may not foot due to rounding. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table shows the Company's effective income tax rate for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Income before provision for income taxes $ 25,585 $ 9,245 $ 63,250 $ 8,280 Income tax expense $ (6,659) $ (2,427) $ (15,761) $ (3,444) Effective tax rate 26.0 % 26.3 % 24.9 % 41.6 % |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income by the weighted average shares outstanding plus share equivalents that would arise from the exercise of share options, and the vesting of restricted stock, restricted stock units and performance shares. The computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income $ 18,925 $ 6,818 $ 47,489 $ 4,836 Denominator: Denominator for basic earnings per common share - weighted-average shares 26,185,818 25,945,114 26,135,523 25,963,524 Effect of dilutive securities: Employee stock awards 815,272 509,145 631,096 321,805 Denominator for dilutive earnings per common share 27,001,090 26,454,259 26,766,619 26,285,329 Basic earnings per common share $ 0.72 $ 0.26 $ 1.82 $ 0.19 Diluted earnings per common share $ 0.70 $ 0.26 $ 1.77 $ 0.18 For the three months ended September 30, 2021 and 2020, the Company excluded in the aggregate 3,045 and 967 unvested restricted stock units and restricted stock, respectively, from the calculation of diluted earnings per common share because the effect was anti-dilutive. There were no employee stock options and no unvested performance and market-based shares excluded from the calculation of diluted earnings per common share. For the nine months ended September 30, 2021 and 2020, the Company excluded in the aggregate 38,429 and 58,070 unvested restricted stock units, restricted stock, and performance and market-based shares, respectively, from the calculation of diluted earnings per common share because the effect was anti-dilutive. There were no employee stock options excluded from the calculation of diluted earnings per common share. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans The Company recorded $2.6 million and $9.9 million in total stock-based compensation expense with corresponding income tax benefits of $0.6 million and $2.5 million for the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2020, the Company recorded $2.3 million and $9.2 million in total stock-based compensation expense with corresponding income tax benefits of $0.6 million and $2.3 million, respectively. During each of the nine months ended September 30, 2021 and 2020, the Company did not grant any stock options. The Company did not grant any shares of restricted stock during the nine months ended September 30, 2021. There were 3,069 shares of restricted stock granted to various employees during the nine months ended September 30, 2020. The Company granted 302,417 and 381,759 restricted stock units to various employees during the nine months ended September 30, 2021 and 2020, respectively. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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 its insurance and risk management programs or may result in claims or adjustments with the Company's carriers. The Company cannot predict the outcome of any litigation or the potential for future litigation and does not guarantee that these events will not adversely impact our financial results. Management does not believe that the outcome of any pending legal proceedings to which the Company is a party will have a material adverse effect on its financial position or results of operations. In July 2016, the Company received an unfavorable appeals assessment regarding a state activity-based tax matter of $1.3 million, including penalties and interest, for the state tax audit period from January 1, 2010 to June 30, 2014. The Company appealed the assessment further, and on July 23, 2020, received an unfavorable decision from the state tax board. In June 2021, the Company received an unfavorable ruling from the state’s lowest court. The Company continues to believe the assessment is without merit and will continue to defend its position through the judicial court system by appealing to the state court of appeals. The Company estimates that the additional potential liability related to this matter for the remaining open tax periods is between $3.5 million and $5.0 million, including potential penalties and interest. The Company has not recorded any potential loss related to this matter as of September 30, 2021. The Company has received a letter alleging the Company violated both federal and state labor laws in classifying certain employees as exempt and threatening to bring a class action lawsuit against the Company regarding this allegation. In March 2021, a class action lawsuit was formally filed against the Company in this matter. The Company disputes the claims and intends to vigorously defend the matter. Given the preliminary stage of the matter, the Company cannot estimate the reasonable possibility or range of loss, if any, that may result from this matter and therefore no accrual has been made as of September 30, 2021. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Asset Based Lending ("ABL") Facility On October 23, 2018, the Company entered into Amendment No. 2 to its Revolving Credit and Security Agreement (the "Second Amendment"), which amends the terms of its existing Revolving Credit and Security Agreement, dated as of June 1, 2015, by and among the Company, the lenders party thereto, and PNC Bank, National Association, as administrative agent (as amended by the Second Amendment, the "Amended Credit Agreement"). The Amended Credit Agreement provides for a senior secured revolving credit facility in an initial aggregate principal amount of up to $350 million (the "Amended ABL Facility"), with an extended maturity date of October 23, 2023. The initial aggregate principal amount under the Amended ABL Facility may be increased from time to time by an additional $150 million to a maximum aggregate principal amount of $500 million; provided that certain requirements are satisfied. The Company's obligations under the Amended ABL Facility are secured, on a first lien priority basis, by certain working capital assets. Interest is payable at a rate per annum equal to, at the option of the Company, any of the following, plus, in each case, an applicable margin: (a) a base rate determined by reference to the highest of (1) the federal funds effective rate, plus 0.50%, (2) the base commercial lending rate of PNC Bank, National Association and (3) a daily LIBOR rate, plus 1.00%; or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the relevant currency for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin is 0.25% to 0.50% for borrowings at the base rate and 1.25% to 1.50% for borrowings at the LIBOR rate, in each case, based on the excess availability under the Amended ABL Facility. The terms of the Amended ABL Facility include various covenants, including a covenant that requires the Company to maintain a consolidated fixed charge coverage ratio at any time (a) a specified default occurs or (b) excess availability falls below certain specified levels. The Company incurred issuance costs of $0.8 million in 2018 related to the Amended ABL Facility. In 2015, the Company incurred issuance costs of $3.1 million related to the ABL Facility. If the Company has an amount outstanding on the ABL Facility, these issuance costs are presented on the consolidated balance sheet as a reduction to the carrying amount of the debt and amortized to interest expense using straight-line amortization over the 5-year life of the Amended ABL Facility. If the Company has no outstanding draw on the Amended ABL Facility, the unamortized issuance costs are presented as a deferred asset on the consolidated balance sheet. For the three months ended September 30, 2021 and 2020, the Company recorded $0.1 million of interest expense related to Amended ABL Facility issuance costs. For the nine months ended September 30, 2021 and 2020, the Company recorded $0.3 million of interest expense related to Amended ABL Facility issuance costs. Under the Amended ABL Facility, the Company is required to pay a commitment fee in respect to the unutilized commitments under the Amended ABL Facility, calculated at a rate of 0.25%. The Company recognized interest expense related to the commitment fee and borrowings on the Amended ABL Facility of $0.5 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively. The Company recognized interest expense related to the commitment fee and borrowings on the Amended ABL Facility of $1.7 million and $2.2 million for the nine months ended September 30, 2021 and 2020, respectively. During 2020, the Company drew a total of $180.0 million on the Amended ABL Facility, primarily to repay in full the existing 2.50% convertible senior notes due 2020 (the "Notes"), of which $105.0 million is outstanding as of September 30, 2021, excluding the debt issuance cost of $0.7 million. For the nine months ended September 30, 2021, the Company repaid $30.0 million on the Amended ABL Facility. The Company drew $170.0 million on the Amended ABL Facility during the nine months ended September 30, 2020, primarily to repay the existing Notes, of which $145.0 million was outstanding as of September 30, 2020. As there is an outstanding amount drawn on the Amended ABL Facility as of September 30, 2021 and 2020, the unamortized issuance costs are presented as a reduction to the carrying amount of the debt on the consolidated balance sheet. Since June 1, 2015, the Company has been in compliance with all covenants related to the Amended ABL Facility. The issuance of letters of credit under the Amended ABL Facility reduces available borrowings. As of September 30, 2021, there were $0.8 million of letters of credit outstanding. The total draw allowed on the Amended ABL Facility at September 30, 2021, as determined by the working capital assets pledged as collateral, was $350.0 million. After adjusting for the letters of credit and the amount outstanding on the Amended ABL Facility, the Company's remaining availability under the Amended ABL Facility at September 30, 2021 was $244.2 million. Convertible Senior Notes On May 1, 2020, the Company paid $69.2 million of the remaining outstanding principal balance of the Note and related accrued interest of $0.9 million of the Notes using the Amended ABL Facility. The Company accounted for these transactions in accordance with ASC 470-20, Debt with Conversion and Other Options . At the maturity date, the fair value of the Notes was equal to the par value, resulting in no gain or loss on the extinguishment of debt. Prior to paying the final outstanding balance of the Notes at maturity, the Company repurchased $89.1 million par value of the Notes for $89.0 million, resulting in the recognition of a loss of $0.2 million during the nine months ended September 30, 2020. The loss is primarily for the write-off of the unamortized debt discount related to the Notes, which was included in interest expense in the Company's consolidated statements of operations. For the nine months ended September 30, 2021 and 2020, interest expense related to the Notes consisted of the following (in thousands): Nine Months Ended September 30, 2021 2020 Contractual coupon interest $ — $ 1,063 Debt discount amortization — 1,196 Loss on extinguishment of debt — 166 Debt issuance cost amortization — 236 Interest expense, Notes $ — $ 2,662 Note: Amounts may not due to rounding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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. |
New Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In October 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-10, Codification Improvements. These amendments improve consistency by amending the codification to include all disclosure guidance in the appropriate disclosure sections and clarify application of various provisions in the codification by amending and adding new headings, cross referencing to other guidance and refining or correcting terminology. The effective date of this ASU was for fiscal years and interim periods beginning after December 15, 2020. The Company adopted this ASU effective January 1, 2021 and it did not have a material impact on the Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles, the methodology for calculating income tax rates in an interim period, and accounting for franchise taxes, among other updates. The effective date of this ASU was for fiscal years and interim periods beginning after December 15, 2020. The Company adopted this ASU effective January 1, 2021 and it did not have a material impact on the Financial Statements. Recently issued accounting pronouncements not yet adopted I n May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The guidance is effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The guidance is to be applied prospectively to modifications or exchanges occurring on or after the effective date. The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options , which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance is effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The guidance is to be applied using either a full retrospective or modified retrospective method. The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform , which provides companies with optional guidance, including expedients and exceptions for applying U.S. GAAP to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). This new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. As of September 30, 2021, the Company has not entered into new contracts or contract modifications in which the provisions of ASU 2020-04 have been applied. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, Nine Months Ended September 30, Client Type 2021 2020 2021 2020 Transactional $ 760,967 $ 533,853 $ 2,094,779 $ 1,359,021 Managed Transportation 224,622 157,641 626,137 398,241 Revenue $ 985,590 $ 691,495 $ 2,720,916 $ 1,757,262 Note: Amounts may not foot due to rounding. |
Disaggregation of revenue | The following table presents the Company's revenue disaggregated by mode (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Mode 2021 2020 2021 2020 Truckload $ 738,009 $ 488,158 $ 2,000,902 $ 1,208,131 Less than truckload 219,825 175,460 627,852 474,962 Other revenue 27,756 27,876 92,162 74,170 Revenue $ 985,590 $ 691,495 $ 2,720,916 $ 1,757,262 Note: Amounts may not foot due to rounding. |
Credit Loss on Trade Receivab_2
Credit Loss on Trade Receivables (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Credit Loss [Abstract] | |
Financing Receivable, Allowance for Credit Loss | The following table summarizes the components of the allowance (in thousands): As of September 30, 2021 2020 Balance as of January 1 st $ 6,287 $ 4,255 Provision, charged to expense 2,567 2,101 Write-offs (3,907) (2,476) Recoveries 857 1,391 Balance as of September 30 th $ 5,805 $ 5,271 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 and December 31, 2020 (in thousands): Fair Value Measurements as of September 30, 2021 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ — — — $ — Fair Value Measurements as of December 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Contingent consideration due to seller $ (307) — — $ (307) |
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, 2020 $ (307) Change in fair value of contingent consideration due to seller (647) Payment of contingent consideration due to seller 953 Balance at September 30, 2021 $ — |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of amortizable intangible assets | The following is a summary of amortizable intangible assets as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships $ 150,239 $ (83,370) $ 66,869 $ 150,239 $ (76,677) $ 73,562 Carrier relationships 18,300 (6,818) 11,482 18,300 (6,010) 12,290 Non-compete agreements 5,239 (4,593) 646 5,239 (4,303) 936 Trade names 5,640 (5,640) — 5,640 (5,640) — $ 179,418 $ (100,421) $ 78,997 $ 179,418 $ (92,630) $ 86,788 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 2021 $ 2,571 2022 10,005 2023 9,501 2024 8,897 2025 8,201 Thereafter 39,822 Total $ 78,997 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Components of accrued expenses | The components of accrued expenses at September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, 2021 December 31, 2020 Accrued compensation $ 45,391 $ 39,757 Accrued rebates 4,435 3,196 Accrued employee benefits 4,397 3,077 Accrued professional service fees 4,227 1,512 Accrued interest 169 155 Other 6,750 5,760 Total accrued expenses $ 65,369 $ 53,458 Note: Amounts may not foot due to rounding. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of effective income tax rate | The following table shows the Company's effective income tax rate for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Income before provision for income taxes $ 25,585 $ 9,245 $ 63,250 $ 8,280 Income tax expense $ (6,659) $ (2,427) $ (15,761) $ (3,444) Effective tax rate 26.0 % 26.3 % 24.9 % 41.6 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per common share | The computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income $ 18,925 $ 6,818 $ 47,489 $ 4,836 Denominator: Denominator for basic earnings per common share - weighted-average shares 26,185,818 25,945,114 26,135,523 25,963,524 Effect of dilutive securities: Employee stock awards 815,272 509,145 631,096 321,805 Denominator for dilutive earnings per common share 27,001,090 26,454,259 26,766,619 26,285,329 Basic earnings per common share $ 0.72 $ 0.26 $ 1.82 $ 0.19 Diluted earnings per common share $ 0.70 $ 0.26 $ 1.77 $ 0.18 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of interest expense related to convertible senior notes | For the nine months ended September 30, 2021 and 2020, interest expense related to the Notes consisted of the following (in thousands): Nine Months Ended September 30, 2021 2020 Contractual coupon interest $ — $ 1,063 Debt discount amortization — 1,196 Loss on extinguishment of debt — 166 Debt issuance cost amortization — 236 Interest expense, Notes $ — $ 2,662 Note: Amounts may not due to rounding. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance as of January 1st | $ 6,287 | $ 4,255 |
Provision, charged to expense | 2,567 | 2,101 |
Accounts Receivable, Allowance for Credit Loss, Writeoff | (3,907) | (2,476) |
Recoveries | 857 | 1,391 |
Balance as of September 30th | $ 5,805 | $ 5,271 |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)customerTypes | Sep. 30, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Number of Different Client Types | customerTypes | 2 | |||
Revenue | $ 985,590 | $ 691,495 | $ 2,720,916 | $ 1,757,262 |
Truckload | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 738,009 | 488,158 | 2,000,902 | 1,208,131 |
Less than truckload | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 219,825 | 175,460 | 627,852 | 474,962 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,756 | 27,876 | 92,162 | 74,170 |
Transactional | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 760,967 | 533,853 | 2,094,779 | 1,359,021 |
Managed Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 224,622 | $ 157,641 | $ 626,137 | $ 398,241 |
Credit Loss on Trade Receivab_3
Credit Loss on Trade Receivables (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Credit Loss [Abstract] | ||
Balance as of January 1st | $ 6,287 | $ 4,255 |
Provision, charged to expense | 2,567 | 2,101 |
Write-offs | (3,907) | (2,476) |
Recoveries | 857 | 1,391 |
Balance as of September 30th | $ 5,805 | $ 5,271 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Probability of reaching the forecast maximum (as a percent) | 100.00% | ||
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Change in fair value | $ (647) | ||
Payments of contingent consideration due to seller | 953 | $ 1,000 | |
Selling, general and administrative expenses | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Change in fair value | $ 279 | $ (647) | $ 325 |
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% |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities at Fair Value (Details) - Fair Value, Measurements, Recurring - Contingent consideration - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Contingent consideration due to seller | $ 0 | $ (307) |
Level 1 | ||
Liabilities: | ||
Contingent consideration due to seller | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Contingent consideration due to seller | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Contingent consideration due to seller | $ 0 | $ (307) |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Liabilities Using Level 3 (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ (307) | |
Change in fair value of contingent consideration due to seller | (647) | |
Balance at end of period | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 953 | $ 1,000 |
Intangibles and Goodwill - Inta
Intangibles and Goodwill - Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Intangible assets: | |||||
Goodwill | $ 309,589,000 | $ 309,589,000 | $ 309,589,000 | ||
Accumulated impairment losses | 0 | ||||
Summary of amortizable intangible assets: | |||||
Cost | 179,418,000 | 179,418,000 | 179,418,000 | ||
Accumulated Amortization | (100,421,000) | (100,421,000) | (92,630,000) | ||
Net | 78,997,000 | 78,997,000 | 86,788,000 | ||
Amortization expense | 2,600,000 | $ 2,700,000 | 7,800,000 | $ 8,300,000 | |
Estimated amortization expense for the next five years and thereafter: | |||||
Remainder of 2021 | 2,571,000 | 2,571,000 | |||
2022 | 10,005,000 | 10,005,000 | |||
2023 | 9,501,000 | 9,501,000 | |||
2024 | 8,897,000 | 8,897,000 | |||
2025 | 8,201,000 | 8,201,000 | |||
Thereafter | 39,822,000 | 39,822,000 | |||
Net | 78,997,000 | 78,997,000 | 86,788,000 | ||
Customer relationships | |||||
Summary of amortizable intangible assets: | |||||
Cost | 150,239,000 | 150,239,000 | 150,239,000 | ||
Accumulated Amortization | (83,370,000) | (83,370,000) | (76,677,000) | ||
Net | 66,869,000 | $ 66,869,000 | 73,562,000 | ||
Weighted-average, useful life | 14 years 9 months 18 days | ||||
Estimated amortization expense for the next five years and thereafter: | |||||
Net | 66,869,000 | $ 66,869,000 | 73,562,000 | ||
Carrier relationships | |||||
Summary of amortizable intangible assets: | |||||
Cost | 18,300,000 | 18,300,000 | 18,300,000 | ||
Accumulated Amortization | (6,818,000) | (6,818,000) | (6,010,000) | ||
Net | 11,482,000 | $ 11,482,000 | 12,290,000 | ||
Weighted-average, useful life | 17 years | ||||
Estimated amortization expense for the next five years and thereafter: | |||||
Net | 11,482,000 | $ 11,482,000 | 12,290,000 | ||
Non-compete agreements | |||||
Summary of amortizable intangible assets: | |||||
Cost | 5,239,000 | 5,239,000 | 5,239,000 | ||
Accumulated Amortization | (4,593,000) | (4,593,000) | (4,303,000) | ||
Net | 646,000 | $ 646,000 | 936,000 | ||
Weighted-average, useful life | 6 years 8 months 12 days | ||||
Estimated amortization expense for the next five years and thereafter: | |||||
Net | 646,000 | $ 646,000 | 936,000 | ||
Trade names | |||||
Summary of amortizable intangible assets: | |||||
Cost | 5,640,000 | 5,640,000 | 5,640,000 | ||
Accumulated Amortization | (5,640,000) | (5,640,000) | (5,640,000) | ||
Net | 0 | $ 0 | 0 | ||
Weighted-average, useful life | 4 years | ||||
Estimated amortization expense for the next five years and thereafter: | |||||
Net | $ 0 | $ 0 | $ 0 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 45,391 | $ 39,757 |
Accrued rebates | 4,435 | 3,196 |
Accrued employee benefits | 4,397 | 3,077 |
Accrued professional service fees | 4,227 | 1,512 |
Accrued interest | 169 | 155 |
Other | 6,750 | 5,760 |
Total accrued expenses | 65,369 | 53,458 |
Other current liabilities | 5,269 | 4,004 |
Other noncurrent liabilities | $ 521 | $ 511 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income before provision for income taxes | $ 25,585 | $ 9,245 | $ 63,250 | $ 8,280 |
Income tax expense | $ (6,659) | $ (2,427) | $ (15,761) | $ (3,444) |
Effective tax rate | 26.00% | 26.30% | 24.90% | 41.60% |
Federal tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net income | $ 18,925 | $ 18,367 | $ 10,196 | $ 6,818 | $ 951 | $ (2,933) | $ 47,489 | $ 4,836 |
Denominator: | ||||||||
Denominator for basic earnings per common share - weighted-average shares (in shares) | 26,185,818 | 25,945,114 | 26,135,523 | 25,963,524 | ||||
Effect of dilutive securities: | ||||||||
Employee stock awards (in shares) | 815,272 | 509,145 | 631,096 | 321,805 | ||||
Denominator for dilutive earnings per common share (in shares) | 27,001,090 | 26,454,259 | 26,766,619 | 26,285,329 | ||||
Basic earnings per common share (in usd per share) | $ 0.72 | $ 0.26 | $ 1.82 | $ 0.19 | ||||
Diluted earnings per common share (in usd per share) | $ 0.70 | $ 0.26 | $ 1.77 | $ 0.18 | ||||
Restricted Stock Units (RSUs) | ||||||||
Anti-dilutive securities excluded from the calculation of earnings per share: | ||||||||
Shares excluded from the calculation of diluted earnings per share (in shares) | 3,045 | 38,429 | 58,070 | |||||
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) | 967 | |||||||
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 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Stock based compensation plans: | |||||
Stock-based compensation expense | $ 2,600 | $ 2,300 | $ 9,900 | $ 9,200 | |
Tax benefits from stock-based compensation expense | $ 600 | $ 600 | $ 2,500 | $ 2,300 | |
Grants in period, options (in shares) | 0 | 0 | |||
Restricted stock | |||||
Stock based compensation plans: | |||||
Grants in period, other than options (in shares) | 0 | 3,069 | |||
Restricted Stock Units (RSUs) | |||||
Stock based compensation plans: | |||||
Restricted stock units granted to various employees | 302,417 | 381,759 | |||
Performance and market-based stock | |||||
Stock based compensation plans: | |||||
Grants in period, other than options (in shares) | 94,955 | 139,191 |
Contingencies (Details)
Contingencies (Details) - State Tax Audit - USD ($) $ in Millions | Sep. 30, 2021 | Jul. 31, 2016 |
Loss Contingencies [Line Items] | ||
Amount of assessment including penalties and interest | $ 1.3 | |
Maximum | ||
Loss Contingencies [Line Items] | ||
Amount of assessment including penalties and interest | $ 5 | |
Minimum | ||
Loss Contingencies [Line Items] | ||
Amount of assessment including penalties and interest | $ 3.5 |
Long-Term Debt - Line of Credit
Long-Term Debt - Line of Credit (Details) - USD ($) | Oct. 23, 2018 | Jun. 01, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Line of Credit Facility [Line Items] | ||||||
Repayments of lines of credit | $ 30,000,000 | $ 25,000,000 | ||||
ABL Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Remaining borrowing capacity | $ 244,200,000 | 244,200,000 | ||||
ABL Facility | 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 | |||||
Issuance costs | $ 800,000 | $ 3,100,000 | ||||
Life of ABL facility (in years) | 5 years | |||||
Amortization of debt issuance costs | 100,000 | $ 100,000 | $ 300,000 | 300,000 | ||
Commitment fee percentage | 0.25% | |||||
Commitment fee and borrowings interest expense | 500,000 | 900,000 | $ 1,700,000 | 2,200,000 | ||
Proceeds from borrowing on ABL facility | 180,000,000 | 170,000,000 | ||||
ABL facility, outstanding borrowings | 105,000,000 | $ 145,000,000 | 105,000,000 | $ 145,000,000 | ||
Remaining borrowing capacity | 350,000,000 | 350,000,000 | ||||
ABL Facility | Revolving Credit Facility | Federal Funds Effective Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||
ABL Facility | Revolving Credit Facility | Federal Funds Effective Rate | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.25% | |||||
ABL Facility | Revolving Credit Facility | Federal Funds Effective Rate | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||
ABL Facility | Revolving Credit Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
ABL Facility | Revolving Credit Facility | LIBOR | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.25% | |||||
ABL Facility | Revolving Credit Facility | LIBOR | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||
ABL Facility | Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Letters of credit outstanding, amount | 800,000 | 800,000 | ||||
Debt Issuance Costs, Gross | $ 700,000 | $ 700,000 |
Long-Term Debt - Convertible Se
Long-Term Debt - Convertible Senior Notes (Details) - USD ($) $ in Thousands | May 01, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 05, 2015 |
Debt Instrument [Line Items] | ||||
Purchases of Convertible Notes | $ 0 | $ (88,961) | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Purchases of Convertible Notes | $ (69,200) | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 250.00% | |||
Repurchased face amount | 89,100 | |||
Repayments of debt | 89,000 | |||
Contractual coupon interest | 0 | 1,063 | ||
Debt discount amortization | 0 | 1,196 | ||
Loss on extinguishment of debt | 0 | (166) | ||
Amortization of debt issuance costs | 0 | 236 | ||
Interest expense | $ 0 | $ 2,662 | ||
Interest on Convertible Debt, Net of Tax | $ 900 |