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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): February 3, 2021
 
ECHO GLOBAL LOGISTICS, INC.
(Exact name of registrant as specified in its charter)

Delaware         001-34470             20-5001120
(State or other jurisdiction of
incorporation)         (Commission File Number)     (I.R.S. Employer Identification No.)
 

600 West Chicago Avenue
Suite 725
Chicago, Illinois                        60654
(Address of principal executive offices)                 (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:
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share ECHO NASDAQ Global Select Market

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 ☐


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 February 3, 2021, Echo Global Logistics, Inc. issued a press release announcing financial results for its fiscal quarter ended December 31, 2020. 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 February 3, 2021.
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*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*
 
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*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: February 3, 2021
By /s/ PETER M. ROGERS
  Name: Peter M. Rogers
Title: Chief Financial Officer


Exhibit 99.1
ECHOLOGO1.JPG
February 3, 2021
Echo Global Logistics Reports Record Fourth Quarter 2020 Revenue
CHICAGO, February 3, 2021 /PRNewswire/ -- Echo Global Logistics, Inc. (NASDAQ: ECHO), a leading provider of technology-enabled transportation management services, today reported financial results for the quarter and full year ended December 31, 2020.
"I'm incredibly proud of the results we posted in 2020. From quickly adjusting to working remotely in the first part of the year to then executing in an extremely competitive freight market with constrained capacity, Echo demonstrated why it is one of the top players in the industry," said Doug Waggoner, Chairman of the Board of Directors and Chief Executive Officer at Echo. "As we enter 2021 against the backdrop of continued strong demand and limited supply, we look to continue to invest in the technology and people that were the foundation for our success in 2020."
Fourth Quarter 2020 Highlights
Revenue increased 41.9% to $754.3 million from the fourth quarter of 2019
Gross profit increased 29.8% to $110.4 million from the fourth quarter of 2019
Adjusted gross profit(1) (formerly "net revenue") increased 28.0% to $114.8 million from the fourth quarter of 2019
Truckload ("TL") revenue increased 56.0% to $549.4 million from the fourth quarter of 2019, and TL volume increased 19.6% from the fourth quarter of 2019
Less than truckload ("LTL") revenue increased 16.0% to $184.4 million from the fourth quarter of 2019, and LTL volume increased 12.8% from the fourth quarter of 2019
Transactional revenue increased 40.5% to $577.7 million and Managed Transportation revenue increased 46.6% to $176.6 million from the fourth quarter of 2019
Net income increased by 664.2% to $11.0 million, compared to $1.4 million in the fourth quarter of 2019
Fully diluted EPS increased to $0.41 in the fourth quarter of 2020; non-GAAP fully diluted EPS(2) increased to $0.56 in the fourth quarter of 2020
Adjusted EBITDA(2) increased by 55.5 % to $27.3 million, compared to $17.5 million in the fourth quarter of 2019
Full Year 2020 Highlights
Revenue increased 14.9% to $2.5 billion from 2019
Gross profit increased 1.6% to $374.1 million from 2019
Adjusted gross profit(1) increased 1.9% to $393.2 million from 2019
TL revenue increased 22.3% to $1.8 billion from 2019, and TL volume increased 11.7% from 2019
Transactional revenue increased 14.9% to $1.9 billion and Managed Transportation revenue increased 14.9% to $574.8 million from 2019
Net income increased by 6.7 % to $15.8 million, compared to $14.8 million in 2019
Fully diluted EPS increased to $0.60 in 2020; non-GAAP fully diluted EPS(2) decreased to $1.33 in 2020
_______________________________
(1) Adjusted gross profit (formerly "net revenue") is a non-GAAP financial measure calculated as revenue less transportation costs. For a reconciliation of this non-GAAP financial measure to the nearest comparable GAAP financial measure, see the "Reconciliation of Non-GAAP Financial Measures" section of this Press Release.
(2) 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 Press Release.


Exhibit 99.1
Summarized financial results and select operating metrics follow:
Three Months Ended December 31, Year Ended December 31,
2020 2019 % change 2020 2019 % change
Dollars in millions, except per share data (unaudited) (unaudited)
Transactional revenue $ 577.7  $ 411.2  40.5  % $ 1,936.7  $ 1,684.9  14.9  %
Managed Transportation revenue 176.6  120.5  46.6  % 574.8  500.1  14.9  %
Revenue 754.3  531.7  41.9  % 2,511.5  2,185.0  14.9  %
Transportation costs
(excludes internal use software depreciation)(1)
639.5  442.0  44.7  % 2,118.3  1,798.9  17.8  %
Commission expense 34.6  26.8  29.0  % 118.2  117.0  1.1  %
Change in contingent consideration (0.1) 0.5  (124.1) % (0.4) 1.1  (142.6) %
Stock compensation expense 2.1  2.4  (11.9) % 11.4  10.2  11.5  %
Other selling, general and administrative 52.9  45.3  16.8  % 196.1  184.9  6.0  %
Selling, general and administrative expense 89.5  75.1  19.3  % 325.2  313.1  3.9  %
Depreciation 6.6  6.7  (2.7) % 27.5  26.6  3.5  %
Amortization 2.7  2.8  (3.8) % 11.0  11.8  (7.0) %
Depreciation and amortization 9.2  9.5  (3.1) % 38.5  38.4  0.3  %
Income from operations 16.0  5.1  215.6  % 29.5  34.5  (14.5) %
Cash interest expense 0.8  1.3  (37.7) % 4.3  5.3  (19.2) %
Non-cash interest expense —  1.6  (100.0) % 1.7  7.3  (76.7) %
Interest expense, net 0.8  2.8  (72.3) % 6.0  12.6  (52.6) %
Income before provision for income taxes 15.2  2.2  584.1  % 23.5  21.9  7.5  %
Income tax expense (4.2) (0.8) 437.5  % (7.7) (7.0) 9.2  %
Net income $ 11.0  $ 1.4  664.2  % $ 15.8  $ 14.8  6.7  %
Fully diluted EPS $ 0.41  $ 0.05  664.5  % $ 0.60  $ 0.55  8.5  %
Diluted shares 26.6  26.6  26.4  26.8 
Note: Amounts may not foot due to rounding.
(1)Transportation costs exclude internal use software depreciation of $4.4 million and $4.7 million for three months ended December 31, 2020 and 2019, respectively; and $19.1 million and $17.9 million for year ended December 31, 2020 and 2019, respectively. Internal use software depreciation is included in depreciation expense.



Exhibit 99.1

Three Months Ended December 31, Year Ended December 31,
Reconciliation of Non-GAAP Financial Measures 2020 2019 % change 2020 2019 % change
Dollars in millions, except per share data (unaudited) (unaudited)
Revenue $ 754.3  $ 531.7  41.9  % $ 2,511.5  $ 2,185.0  14.9  %
Transportation costs 639.5  442.0  44.7  % 2,118.3  1,798.9  17.8  %
Internal use software depreciation 4.4  4.7  (4.8) % 19.1  17.9  6.7  %
Gross profit $ 110.4  $ 85.0  29.8  % $ 374.1  $ 368.1  1.6  %
Add: Internal use software depreciation
$ 4.4  4.7  (4.8) % 19.1  17.9  6.7  %
Adjusted gross profit (formerly "net revenue")(1)
$ 114.8  $ 89.7  28.0  % $ 393.2  $ 386.0  1.9  %
Net income $ 11.0  $ 1.4  664.2  % $ 15.8  $ 14.8  6.7  %
Depreciation 6.6  6.7  (2.7) % 27.5  26.6  3.5  %
Amortization 2.7  2.8  (3.8) % 11.0  11.8  (7.0) %
Non-cash interest expense —  1.6  (100.0) % 1.7  7.3  (76.7) %
Cash interest expense 0.8  1.3  (37.7) % 4.3  5.3  (19.2) %
Income tax expense 4.2  0.8  437.5  % 7.7  7.0  9.2  %
EBITDA(1)
$ 25.3  $ 14.6  72.9  % $ 68.0  $ 72.9  (6.7) %
Change in contingent consideration (0.1) 0.5  (124.1) % (0.4) 1.1  (142.6) %
Stock compensation expense 2.1  2.4  (11.9) % 11.4  10.2  11.5  %
Adjusted EBITDA(1)
$ 27.3  $ 17.5  55.5  % $ 78.9  $ 84.1  (6.2) %
Fully diluted EPS $ 0.41  $ 0.05  664.5  % $ 0.60  $ 0.55  8.5  %
Change in contingent consideration (0.00) 0.02  (124.1) % (0.02) 0.04  (143.3) %
Amortization 0.10  0.11  (3.8) % 0.42  0.44  (5.4) %
Non-cash interest expense —  0.06  (100.0) % 0.06  0.27  (76.3) %
Stock compensation expense 0.08  0.09  (11.9) % 0.43  0.38  13.5  %
Tax effect of adjustments (0.03) (0.07) (52.9) % (0.16) (0.23) (30.3) %
Non-GAAP fully diluted EPS(1)
$ 0.56  $ 0.26  114.4  % $ 1.33  $ 1.45  (8.2) %
Operating Metrics
Adjusted gross profit margin(1)
15.2  % 16.9  % (165) bps 15.7  % 17.7  % (201) bps
Total employees 2,593  2,539  2.1  % 2,593  2,539  2.1  %
Sales employees and agents 1,665  1,669  (0.2) % 1,665  1,669  (0.2) %
Truckload (TL) revenue % 72.8  % 66.2  % 657  bps 70.0  % 65.8  % 418  bps
Less than Truckload (LTL) revenue % 24.4  % 29.9  % (551) bps 26.3  % 29.6  % (334) bps
Note: Amounts may not foot due to rounding.
(1) See the "Non-GAAP Financial Measures" section of this Press Release for the definition and a discussion of each Non-GAAP financial measure.



Exhibit 99.1
2021 Full Year and First Quarter Guidance
"We expect full year 2021 revenue to be in the range of $2.725 billion to $2.925 billion," said Pete Rogers, Chief Financial Officer of Echo. "We also expect first quarter revenue to be between $690 million and $730 million."
Conference Call
A conference call, with accompanying presentation slides, will be broadcast live on February 3, 2021 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 Pete Rogers, 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 4279188. The audio replay will be available through February 10, 2021.
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"): Adjusted gross profit (formerly "net revenue"), adjusted gross profit margin (formerly "net revenue margin"), EBITDA, Adjusted EBITDA and Non-GAAP fully diluted EPS. Adjusted gross profit is calculated as revenue less transportation costs (excludes internal use software depreciation). Adjusted gross profit margin is calculated as adjusted gross profit (as previously defined) divided by revenue. 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 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. We believe such measures provide useful information to investors because they provide information about the financial performance of the Company's ongoing business.
Adjusted gross profit, adjusted gross profit margin, EBITDA, Adjusted EBITDA and Non-GAAP fully diluted EPS 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, 2019; our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020; and other filings with the SEC.


Exhibit 99.1

Echo Global Logistics, Inc.
Condensed Consolidated Statements of Operations
Three Months Ended December 31, Year Ended December 31,
2020 2019 2020 2019
In thousands, except per share data (unaudited) (unaudited)
Revenue $ 754,252  $ 531,677  $ 2,511,515  $ 2,184,977 
Costs and expenses:
Transportation costs
(excludes internal use software depreciation)(1)
639,452  441,995  2,118,316  1,798,944 
Selling, general and administrative expenses 89,542  75,074  325,209  313,129 
Depreciation and amortization 9,241  9,532  38,492  38,387 
Income from operations 16,017  5,076  29,497  34,517 
Interest expense, net (790) (2,850) (5,990) (12,639)
Income before provision for income taxes 15,227  2,226  23,508  21,878 
Income tax expense (4,231) (787) (7,675) (7,032)
Net income $ 10,996  $ 1,439  $ 15,832  $ 14,846 
Basic earnings per share $ 0.42  $ 0.05  $ 0.61  $ 0.56 
Diluted earnings per share $ 0.41  $ 0.05  $ 0.60  $ 0.55 
Note: Amounts may not foot due to rounding.
(1)Transportation costs exclude internal use software depreciation of $4.4 million and $4.7 million for three months ended December 31, 2020 and 2019, respectively; and $19.1 million and $17.9 million for year ended December 31, 2020 and 2019, respectively. Internal use software depreciation is included in depreciation expense.


Echo Global Logistics, Inc.
Condensed Consolidated Balance Sheets
December 31, 2020 December 31, 2019
In thousands (unaudited)
Cash and cash equivalents $ 41,297  $ 34,626 
Accounts receivable, net of allowance for doubtful accounts 439,391  286,989 
Other current assets 12,787  14,578 
Total noncurrent assets 470,469  490,473 
Total assets $ 963,944  $ 826,666 
Accounts payable $ 317,692  $ 187,524 
Other current liabilities 59,443  42,885 
Long-term debt, net 133,945  — 
Convertible notes, net —  156,298 
Other noncurrent liabilities 53,494  56,646 
Stockholders’ equity 399,369  383,312 
Total liabilities and stockholders’ equity $ 963,944  $ 826,666 
Note: Amounts may not foot due to rounding.



Exhibit 99.1

Echo Global Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
Year Ended December 31,
2020 2019
In thousands (unaudited)
Net cash provided by operating activities $ 63,770  $ 84,532 
Net cash used in investing activities (21,588) (23,959)
Net cash used in financing activities (35,510) (66,229)
Increase/(Decrease) in cash and cash equivalents 6,672  (5,656)
Cash and cash equivalents, beginning of period 34,626  40,281 
Cash and cash equivalents, end of period $ 41,297  $ 34,626 
Note: Amounts may not foot due to rounding.

About Echo Global Logistics
Echo Global Logistics, Inc. (NASDAQ: ECHO) is a leading Fortune 1000 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 35,000 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:
Pete Rogers
Chief Financial Officer
Echo Global Logistics
312-676-4584

Zach Jecklin
SVP of Strategy
Echo Global Logistics
312-784-2046

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