0001426945FALSE00014269452021-06-302021-06-3000014269452020-07-222020-07-22

 
 
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 28, 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 July 28, 2021, Echo Global Logistics, Inc. issued a press release announcing financial results for its fiscal quarter ended June 30, 2021. 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 28, 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: July 28, 2021 By /s/ PETER M. ROGERS
  Name: Peter M. Rogers
Title: Chief Financial Officer


Exhibit 99.1
ECHOLOGOMDA04A.JPG
July 28, 2021
Echo Global Logistics Reports Record Second Quarter 2021 Results
Strong execution and improved efficiency drive fourth consecutive quarter of record revenues
Echo leverages flexible business model and healthy demand to set numerous financial performance records
CHICAGO, Jul. 28, 2021 /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, 2021.
"Echo's record setting second quarter results reflect strong execution across our uniquely flexible business model and its ability to create significant value for our customers in the robust yet constrained freight environment. Our combination of technology and people helped deliver numerous quarterly revenue and profitability records and improved metrics across the business," said Doug Waggoner, Chairman of the Board of Directors and Chief Executive Officer at Echo. Mr. Waggoner continued, "Looking ahead we will continue to leverage our investments in technology and drive strong execution to further capture both size and scale through the second half of the year."
Second Quarter 2021 Highlights
Revenue increased 81.6% to $934.5 million from the second quarter of 2020
Gross profit increased 59.1% to $132.2 million from the second quarter of 2020
Adjusted gross profit(1) increased 54.5% to $136.1 million from the second quarter of 2020
Truckload ("TL") revenue increased 95.1% to $687.0 million from the second quarter of 2020, and TL volume increased 26.6% from the second quarter of 2020
Less than truckload ("LTL") revenue increased 53.7% to $217.6 million from the second quarter of 2020, and LTL volume increased 27.4% from the second quarter of 2020
Transactional revenue increased 80.7% to $716.9 million and Managed Transportation revenue increased 84.6% to $217.7 million from the second quarter of 2020
Net income increased to $18.4 million, compared to $1.0 million in the second quarter of 2020
Fully diluted earnings per share ("EPS") increased to $0.69 in the second quarter of 2021; non-GAAP fully diluted EPS(1) increased to $0.84 in the second quarter of 2021
Adjusted EBITDA(1) grew 144.5% to $36.2 million, compared to $14.8 million in the second quarter of 2020
_____________________
(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.


Exhibit 99.1
2021 Third Quarter and Full Year Guidance
Pete Rogers, Chief Financial Officer at Echo, concluded, "We remain very encouraged by our record results thus far this year, as they demonstrate the value we are creating for both our shippers and carrier partners. In turn, this is driving our ability to continue winning new business and capture market share. Given the strong start to the first half of the year and solid market fundamentals, we are expecting revenue for the third quarter to be between $910M and $940M, representing 34% year over year growth at the midpoint. In addition, we are raising our full year revenue guidance to be between $3.45B – 3.55B, representing 39% year over year growth and an 8% increase from our most recent guidance."
Conference Call
A conference call, with accompanying presentation slides, will be broadcast live on July 28, 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 7568389. The audio replay will be available through August 4, 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, adjusted gross profit margin, EBITDA, Adjusted EBITDA and Non-GAAP fully diluted EPS. Adjusted gross profit is calculated as gross profit adjusted to exclude internal use software depreciation. It also represents revenue minus transportation costs. 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


Exhibit 99.1
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, 2020, and other filings with the SEC.
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




Summarized financial results and select operating metrics are as follows:
Three Months Ended June 30,
Dollars in millions, except per share data 2021 2020 % change
(unaudited)
Transactional revenue $ 716.9  $ 396.8  80.7  %
Managed Transportation revenue 217.7  117.9  84.6  %
Revenue 934.5  514.7  81.6  %
Transportation costs
(excludes internal use software depreciation)(1)
798.5  426.7  87.1  %
Commission expense 40.8  26.6  53.4  %
Change in contingent consideration 0.5  (0.1) 801.9  %
Stock compensation expense 2.3  2.3  0.9  %
Other selling, general and administrative 59.0  46.6  26.6  %
Selling, general and administrative expenses 102.7  75.5  36.1  %
Depreciation 6.1  7.0  (13.2) %
Amortization 2.6  2.8  (6.5) %
Depreciation and amortization 8.7  9.8  (11.3) %
Income from operations 24.6  2.8  792.4  %
Cash interest expense 0.7  1.2  (39.2) %
Non-cash interest expense —  0.2  (100.0) %
Interest expense 0.7  1.4  (48.8) %
Income before provision for income taxes 23.9  1.4  1,655.2  %
Income tax expense (5.6) (0.4) 1,249.7  %
Net income $ 18.4  $ 1.0  1,830.6  %
Fully diluted EPS $ 0.69  $ 0.04  1,797.5  %
Diluted shares
26.7  26.2 
Note: Amounts may not foot due to rounding.
(1)Transportation costs excludes internal use software depreciation of $3.9 million and $5.0 million for three months ended June 30, 2021 and 2020, respectively. Internal use software depreciation is included in depreciation expense.




Reconciliation of Non-GAAP Financial Measures Three Months Ended June 30,
Dollars in millions, except per share data 2021 2020 % change
(unaudited)
Revenue $ 934.5  $ 514.7  81.6  %
Transportation costs 798.5  426.7  87.1  %
Internal use software depreciation 3.9  5.0  (21.5) %
Gross profit $ 132.2  $ 83.1  59.1  %
Add: Internal use software depreciation
3.9  5.0  (21.5) %
Adjusted gross profit(1)
$ 136.1  $ 88.0  54.5  %
Net income $ 18.4  $ 1.0  1,830.6  %
Depreciation 6.1  7.0  (13.2) %
Amortization 2.6  2.8  (6.5) %
Non-cash interest expense —  0.2  (100.0) %
Cash interest expense 0.7  1.2  (39.2) %
Income tax expense 5.6  0.4  1,249.7  %
EBITDA(1)
$ 33.3  $ 12.6  165.3  %
Change in contingent consideration 0.5  (0.1) 801.9  %
Stock compensation expense 2.3  2.3  0.9  %
Adjusted EBITDA(1)
$ 36.2  $ 14.8  144.5  %
Fully diluted EPS $ 0.69  $ 0.04  1,797.5  %
Change in contingent consideration 0.02  (0.00) (789.9) %
Amortization 0.10  0.11  (8.1) %
Non-cash interest expense —  0.01  (100.0) %
Stock compensation expense 0.09  0.09  (0.8) %
Tax effect of adjustments (0.05) (0.05) 0.6  %
Non-GAAP fully diluted EPS(1)
$ 0.84  $ 0.19  355.3  %
Operating Metrics
Gross profit margin 14.1  % 16.1  % (200) bps
Adjusted gross profit margin(1)
14.6  % 17.1  % (255) bps
Total employees 2,736  2,450  11.7  %
Sales employees and agents 1,753  1,586  10.5  %
TL revenue % 73.5  % 68.4  % 508  bps
LTL revenue % 23.3  % 27.5  % (422) 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.




Echo Global Logistics, Inc.
Condensed Consolidated Statements of Operations
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
In thousands, except per share data (unaudited) (unaudited)
Revenue $ 934,524  $ 514,719  $ 1,735,326  $ 1,065,768 
Costs and expenses:
Transportation costs
(excludes internal use software depreciation)(1)
798,474  426,674  1,479,247  887,815 
Selling, general and administrative expenses 102,714  75,481  199,596  155,135 
Depreciation and amortization 8,697  9,804  17,386  19,596 
Income from operations 24,639  2,761  39,098  3,222 
Interest expense (716) (1,398) (1,433) (4,186)
Income (Loss) before provision for income taxes 23,923  1,363  37,665  (965)
Income tax expense (5,556) (412) (9,102) (1,017)
Net income (loss) $ 18,367  $ 951  $ 28,564  $ (1,981)
Basic earnings (loss) per share $ 0.70  $ 0.04  $ 1.09  $ (0.08)
Diluted earnings (loss) per share $ 0.69  $ 0.04  $ 1.07  $ (0.08)
Note: Amounts may not foot due to rounding.
(1)Transportation costs excludes internal use software depreciation of $3.9 million and $5.0 million for three months ended June 30, 2021 and 2020, respectively; and $7.8 million and $9.7 million for six months ended June 30, 2021 and 2020, respectively. Internal use software depreciation is included in depreciation expense.
Echo Global Logistics, Inc.
Condensed Consolidated Balance Sheets
June 30, 2021 December 31, 2020
In thousands (unaudited)
Cash and cash equivalents $ 63,926  $ 41,297 
Accounts receivable, net of allowance for doubtful accounts 546,197  439,391 
Other current assets 13,033  12,787 
Total noncurrent assets 466,580  470,469 
Total assets $ 1,089,736  $ 963,944 
Accounts payable $ 417,308  $ 317,692 
Other current liabilities 68,047  59,443 
Long-term debt, net 119,171  133,945 
Other noncurrent liabilities 52,876  53,494 
Stockholders’ equity 432,334  399,369 
Total liabilities and stockholders’ equity $ 1,089,736  $ 963,944 
Note: Amounts may not foot due to rounding.



Echo Global Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
2021 2020
In thousands (unaudited)
Net cash provided by operating activities $ 54,336  $ 35,760 
Net cash used in investing activities (13,724) (10,184)
Net cash used in financing activities (17,984) (24,763)
Increase in cash and cash equivalents 22,628  813 
Cash and cash equivalents, beginning of period 41,297  34,626 
Cash and cash equivalents, end of period $ 63,926  $ 35,438 
Note: Amounts may not foot due to rounding.