Document


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 24, 2019
 
ECHO GLOBAL LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
 
 
 
001-34470
(Commission
File Number)
 
 
 
20-5001120
(I.R.S. Employer
Identification No.)
 
 
 
600 West Chicago Avenue
Suite 725
Chicago, Illinois
(Address of principal executive offices)
 
 
 
60654
(Zip Code)
 
 
(800) 354-7993
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 





Item 2.02 Results of Operations and Financial Condition.*
 
On July 24, 2019, Echo Global Logistics, Inc. issued a press release announcing financial results for its fiscal quarter ended June 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
 
Exhibits:
 
  Exhibit No.
 
 
 
Description
 
 
99.1*
 
 
 
Press Release dated July 24, 2019.
 
 

*The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.






Exhibit Index
 
Exhibit No.
 
 
 
Description
 
99.1*
 
 
 
 
*The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ECHO GLOBAL LOGISTICS, INC.
Dated: July 24, 2019
By
/s/ Kyle Sauers
 
Name:
Kyle Sauers
 
Title:
Chief Financial Officer


Exhibit
Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13020567&doc=3
July 24, 2019

Echo Global Logistics Reports Second Quarter 2019 Results
CHICAGO, July 24, 2019 /PRNewswire/ -- Echo Global Logistics, Inc. (NASDAQ: ECHO), a leading provider of technology-enabled transportation management services, today reported financial results for the quarter ended June 30, 2019.
"We are pleased with our performance during the quarter given the softer freight environment and the weak spot market," said Doug Waggoner, Chairman of the Board of Directors and Chief Executive Officer at Echo. "We again grew volumes in our truckload ("TL") contract freight, less than truckload ("LTL") freight and Managed Transportation business. In addition, we improved our net revenue margin again this quarter, while at the same time reducing our selling, general and administrative costs and increasing our free cash flow(1) compared to the prior year."

Second Quarter 2019 Highlights
Revenue decreased 12.8% to $553.8 million from the second quarter of 2018; Net revenue(1) decreased 5.8% to $100.6 million from the second quarter of 2018
LTL revenue increased 2.8% from the second quarter of 2018
Managed Transportation revenue decreased 4.9% to $125.6 million and Transactional revenue decreased 14.8% to $428.2 million from the second quarter of 2018
Net revenue margin increased to 18.2% in the second quarter of 2019 from 16.8% in the second quarter of 2018
Net income decreased to $5.1 million, compared to $7.7 million in the second quarter of 2018
Fully diluted EPS decreased to $0.19 in the second quarter of 2019; non-GAAP fully diluted EPS(1) decreased to $0.42 in the second quarter of 2019
Adjusted EBITDA(1) declined 5.4% to $23.1 million, compared to $24.4 million in the second quarter of 2018
Free cash flow(1) increased to $20.3 million, up 78.8% from the prior year
_____________________
(1)Represents a non-GAAP financial measure. For the definition and a discussion of each non-GAAP financial measure contained in this release, see "Non-GAAP Financial Measures." For a reconciliation of each non-GAAP financial measure to the nearest comparable GAAP financial measure, see the "Reconciliation of Non-GAAP Financial Measures" section of this release.





Summarized financial results and select operating metrics are as follows:
 
 
Three Months Ended June 30,
 
 
Dollars in millions, except per share data
 
2019
 
2018
 
% change
 
 
(unaudited)
 
 
Transactional revenue
 
$
428.2

 
$
502.8

 
(14.8
)%
Managed Transportation revenue
 
125.6

 
132.0

 
(4.9
)%
Revenue
 
553.8

 
634.8

 
(12.8
)%
 
 
 
 
 
 
 
Transportation costs
 
453.2

 
528.0

 
(14.2
)%
Net revenue(1)
 
100.6

 
106.8

 
(5.8
)%
 
 
 
 
 
 
 
Commission expense
 
31.1

 
32.4

 
(4.0
)%
Change in contingent consideration
 
0.2

 
0.1

 
300.0
 %
Stock compensation expense
 
2.4

 
2.2

 
9.1
 %
Other selling, general and administrative
 
46.5

 
50.0

 
(7.1
)%
Selling, general and administrative expenses
 
80.1

 
84.6

 
(5.3
)%
 
 
 
 
 
 
 
Depreciation
 
6.8

 
5.8

 
16.5
 %
Amortization
 
3.0

 
3.2

 
(6.2
)%
Depreciation and amortization
 
9.8

 
9.0

 
8.4
 %
 
 
 
 
 
 
 
Income from operations
 
10.7

 
13.1

 
(18.6
)%
 
 
 
 
 
 
 
Cash interest expense
 
1.3

 
1.6

 
(17.6
)%
Non-cash interest expense
 
2.2

 
2.1

 
4.1
 %
Interest expense
 
3.6

 
3.8

 
(5.3
)%
Income before provision for income taxes
 
7.1

 
9.4

 
(23.9
)%
Income tax expense
 
(2.1
)
 
(1.7
)
 
22.0
 %
Net income
 
$
5.1

 
$
7.7

 
(34.0
)%
 
 
 
 
 
 
 
Fully diluted EPS
 
$
0.19

 
$
0.28

 
(31.3
)%
Diluted shares(1)
 
26.8

 
27.9

 
 
Note: Amounts may not foot due to rounding.
 
 
 
 
 
 
(1)See the "Reconciliation of Non-GAAP Financial Measures" and "Non-GAAP Financial Measures" sections of this release.





Reconciliation of Non-GAAP Financial Measures
 
Three Months Ended June 30,
 
 
 
Dollars in millions, except per share data
 
2019
 
2018
 
% change
 
 
 
(unaudited)
 
 
 
Revenue
 
$
553.8

 
$
634.8

 
(12.8
)%
 
Transportation costs
 
453.2

 
528.0

 
(14.2
)%
 
Net revenue(1)
 
$
100.6

 
$
106.8

 
(5.8
)%
 
 
 
 
 
 
 
 
 
Net income
 
$
5.1

 
$
7.7

 
(34.0
)%
 
Depreciation
 
6.8

 
5.8

 
16.5
 %
 
Amortization
 
3.0

 
3.2

 
(6.2
)%
 
Non-cash interest expense
 
2.2

 
2.1

 
4.1
 %
 
Cash interest expense
 
1.3

 
1.6

 
(17.6
)%
 
Income tax expense
 
2.1

 
1.7

 
22.0
 %
 
EBITDA(1)
 
$
20.5

 
$
22.1

 
(7.6
)%
 
Change in contingent consideration
 
0.2

 
0.1

 
300.0
 %
 
Stock compensation expense
 
2.4

 
2.2

 
9.1
 %
 
Adjusted EBITDA(1)
 
$
23.1

 
$
24.4

 
(5.4
)%
 
 
 
 
 
 
 
 
 
Fully diluted EPS
 
$
0.19

 
$
0.28

 
(31.3
)%
 
Change in contingent consideration
 
0.01

 
0.00

 
316.1
 %
 
Amortization
 
0.11

 
0.12

 
(2.4
)%
 
Non-cash interest expense
 
0.08

 
0.08

 
8.3
 %
 
Stock compensation expense
 
0.09

 
0.08

 
13.5
 %
 
Tax effect of adjustments
 
(0.06
)
 
(0.09
)
 
(28.8
)%
 
Non-GAAP fully diluted EPS(1)
 
$
0.42

 
$
0.46

 
(8.9
)%
 
 
 
 
 
 
 
 
 
Cash generated from operations
 
$
27.1

 
$
17.0

 
59.6
 %
 
Capital expenditures
 
(6.8
)
 
(5.6
)
 
20.7
 %
 
Free cash flow(1)
 
$
20.3

 
$
11.4

 
78.8
 %
 
 
 
 
 
 
 
 
 
Operating Metrics
 
 
 
 
 
 
 
Net revenue margin
 
18.2
%
 
16.8
%
 
134

bps
Total employees
 
2,672

 
2,584

 
3.4
 %
 
Sales employees and agents
 
1,805

 
1,726

 
4.6
 %
 
TL revenue %
 
65.4
%
 
69.9
%
 
(448
)
bps
LTL revenue %
 
29.8
%
 
25.3
%
 
451

bps
Note: Amounts may not foot due to rounding.
 
 
 
 
 
 
 
(1)See the "Non-GAAP Financial Measures" section of this release for the definition and a discussion of each Non-GAAP financial measure.
2019 Third Quarter and Full Year Guidance
"We expect revenue for the third quarter to be between $530 million and $570 million and we are updating our full year 2019 revenue guidance to be in the range of $2.10 billion to $2.25 billion," said Kyle Sauers, Chief Financial Officer at Echo.





Conference Call
A conference call, with accompanying presentation slides, will be broadcast live on July 24, 2019 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time). Doug Waggoner, Chairman of the Board of Directors and Chief Executive Officer; Dave Menzel, President and Chief Operating Officer; and Kyle Sauers, Chief Financial Officer, will host the call. To participate in the call, dial 877-303-6235 (toll free) or 631-291-4837 (toll) and reference "Echo Global Logistics." To listen to a live webcast of the call, visit the Echo website at http://ir.echo.com. A replay of the webcast will be available for one year following the live webcast in the Investor Relations section of the Echo website. To listen to an audio replay, call 855-859-2056 (toll free) or 404-537-3406 (toll) and enter conference ID 9099545. The audio replay will be available through July 31, 2019.

Non-GAAP Financial Measures
This release includes the following financial measures defined as "Non-GAAP financial measures" by the Securities and Exchange Commission (the "SEC"): Net revenue, EBITDA, Adjusted EBITDA, Non-GAAP fully diluted EPS and Free cash flow. Net revenue is calculated as revenue less transportation costs. EBITDA is defined as net income excluding the effects of depreciation, amortization, cash and non-cash interest expense and income taxes. Adjusted EBITDA is defined as EBITDA (as previously defined) excluding the effects of changes in contingent consideration and stock compensation expense. Non-GAAP fully diluted EPS is defined as fully diluted EPS excluding changes in contingent consideration, amortization, non-cash interest expense, stock compensation expense and the tax effect of these adjustments. Free cash flow is defined as net cash provided by operating activities reduced by capital expenditures. We believe such measures provide useful information to investors because they provide information about the financial performance of the Company's ongoing business.
Net revenue, EBITDA, Adjusted EBITDA, Non-GAAP fully diluted EPS and Free cash flow are used by management in its financial and operational decision-making and evaluation of overall operating performance. These measures may be different from similar measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with generally accepted accounting principles. For a reconciliation of each non-GAAP financial measure to the nearest comparable GAAP financial measure, see "Reconciliation of Non-GAAP Financial Measures" included in this release.

Forward-Looking Statements
All statements made in this release, other than statements of historical fact, are or may be deemed to be forward-looking statements. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these statements will be achieved. These statements are based on current plans and expectations of Echo Global Logistics and involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. Information concerning these risks, uncertainties and other factors is contained under the headings "Risk Factors" and "Forward-Looking Statements" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2018, and other filings with the SEC.








Echo Global Logistics, Inc.
Condensed Consolidated Statements of Operations
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
In thousands, except per share data
(unaudited)
 
(unaudited)
Revenue
$
553,775

 
$
634,811

 
$
1,091,858

 
$
1,211,902

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Transportation costs
453,173

 
528,022

 
892,489

 
1,005,190

Selling, general and administrative expenses
80,138

 
84,644

 
160,333

 
165,162

Depreciation and amortization
9,793

 
9,033

 
19,261

 
17,939

Income from operations
10,672

 
13,112

 
19,775

 
23,612

Interest expense
(3,555
)
 
(3,754
)
 
(6,968
)
 
(7,504
)
Income before provision for income taxes
7,117

 
9,358

 
12,807

 
16,107

Income tax expense
(2,050
)
 
(1,680
)
 
(4,244
)
 
(3,702
)
Net income
$
5,067

 
$
7,678

 
$
8,564

 
$
12,405

 
 
 
 
 
 
 
 
Basic earnings per share
$
0.19

 
$
0.28

 
$
0.32

 
$
0.45

Diluted earnings per share
$
0.19

 
$
0.28

 
$
0.32

 
$
0.45

Note: Amounts may not foot due to rounding.
 
 
 
 
 
 
 


Echo Global Logistics, Inc.
Condensed Consolidated Balance Sheets
 
June 30, 2019
 
December 31, 2018
In thousands
(unaudited)
 
 
Cash and cash equivalents
$
16,022

 
$
40,281

Accounts receivable, net of allowance for doubtful accounts
321,680

 
337,426

Other current assets
12,034

 
16,025

Total noncurrent assets
498,307

 
484,593

Total assets
$
848,044

 
$
878,325

 
 
 
 
Accounts payable
$
220,035

 
$
216,280

Other current liabilities
42,116

 
50,627

Convertible notes, net
153,381

 
183,168

Other noncurrent liabilities
56,783

 
38,319

Stockholders’ equity
375,729

 
389,932

Total liabilities and stockholders’ equity
$
848,044

 
$
878,325

Note: Amounts may not foot due to rounding.
 
 
 







Echo Global Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
 
Six Months Ended June 30,
 
2019
 
2018
In thousands
(unaudited)
Net cash provided by operating activities
$
51,206

 
$
34,680

Net cash used in investing activities
(13,198
)
 
(14,231
)
Net cash (used in) provided by financing activities
(62,266
)
 
693

(Decrease) Increase in cash and cash equivalents
(24,259
)
 
21,141

Cash and cash equivalents, beginning of period
40,281

 
23,515

Cash and cash equivalents, end of period
$
16,022

 
$
44,656

Note: Amounts may not foot due to rounding.
 
 
 

About Echo Global Logistics
Echo Global Logistics, Inc. (NASDAQ: ECHO) is a leading provider of technology-enabled transportation and supply chain management services. Headquartered in Chicago with more than 30 offices around the country, Echo offers freight brokerage and Managed Transportation solutions for all major modes, including truckload, partial truckload, LTL, intermodal and expedited. Echo maintains a proprietary, web-based technology platform that compiles and analyzes data from its network of over 50,000 transportation providers to serve clients across a wide range of industries and simplify the critical tasks involved in transportation management. For more information on Echo Global Logistics, visit: www.echo.com.
ECHO: Earnings
INVESTOR RELATIONS CONTACTS:
Kyle Sauers
Chief Financial Officer
Echo Global Logistics
312-784-7695
Zach Jecklin
SVP of Strategy
Echo Global Logistics
312-784-2046

MEDIA RELATIONS:
Christopher Clemmensen
SVP of Marketing
Echo Global Logistics
312-784-2132