8-K

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

April 30, 2014

Date of report (Date of earliest event reported)

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-34734	20-2454942
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4900 S. PENNSYLVANIA AVE. CUDAHY, WISCONSIN		53110
(Address of Principal Executive Offices)		(Zip Code)

(414) 615-1500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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))

Item 2.02.	Results of Operations and Financial Condition.
	We are furnishing this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release issued on April 30, 2014.
	The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
	We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
	The text included with this Current Report is available on our website located at www.rrts.com, although we reserve the right to discontinue that availability at any time.

Item 9.01.		Financial Statements and Exhibits.
	(a)	Financial Statements of Business Acquired.
		Not applicable.
	(b)	Pro Forma Financial Information.
		Not applicable.
	(c)	Shell Company Transactions.
		Not applicable.
	(d)	Exhibits.
Exhibit
Number
99.1		Press Release entitled “Roadrunner Transportation Systems Reports 2014 First Quarter Results and Announces Second Quarter 2014 Guidance"

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.

	ROADRUNNER TRANSPORTATION SYSTEMS, INC.
Date: April 30, 2014	By:	/s/ Peter R. Armbruster
		Peter R. Armbruster
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release entitled “Roadrunner Transportation Systems Reports 2014 First Quarter Results and Announces Second Quarter 2014 Guidance"

EX-99.1

FOR IMMEDIATE RELEASE

ROADRUNNER TRANSPORTATION SYSTEMS REPORTS

2014FIRST QUARTER RESULTS AND ANNOUNCES

SECOND QUARTER 2014 GUIDANCE

Cudahy, WI - April 30, 2014 - Roadrunner Transportation Systems, Inc. (NYSE: RRTS), a leading asset-light transportation and logistics service provider, today reported financial results for the quarter ended March 31, 2014.

Revenues for the quarter ended March 31, 2014 increased 27.6% to $382.0 million from $299.4 million for the quarter ended March 31, 2013. First quarter 2014 net income available to common stockholders was $10.4 million compared with $10.6 million in the prior year quarter. First quarter 2014 diluted income per share available to common stockholders was $0.27 compared with $0.29 in the prior year quarter.

Roadrunner's August 2013 stock offering increased the weighted averaged diluted shares outstanding for the quarter ended March 31, 2014 by approximately 1.5 million shares and impacted diluted income per share available to common stockholders by $0.01 from the prior year quarter.

Roadrunner's summary financial results for the quarter ended March 31 are highlighted below.

	Three Months Ended
(In thousands, except per share data)	March 31,
	2014		2013
Revenues	$	382,031	$	299,380
Purchased transportation cost	$	264,019	$	206,342
Depreciation and amortization	4,743		3,355
Other operating expenses	93,651		70,546
Acquisition transaction expenses	379		—
Operating income	$	19,239	$	19,137
Net income available to common stockholders	10,414		10,582
Weighted average diluted shares outstanding	39,183		36,743
Diluted income per share available to common stockholders	$	0.27	$	0.29

Roadrunner's earnings before interest, taxes, depreciation, and amortization ("EBITDA"), a non-GAAP financial measure, of $24.0 million for the quarter ended March 31, 2014 represents an increase of 6.6% from EBITDA of $22.5 million for the quarter ended March 31, 2013. A reconciliation of net income to EBITDA is provided below.

		Three Months Ended
		March 31
		2014		2013
	(In thousands)
Net income		$	10,414	$	10,582
Plus: Provision for income taxes		6,575		6,680
Plus: Total interest expense		2,250		1,875
Plus: Depreciation and amortization		4,743		3,355
EBITDA		$	23,982	$	22,492

2014First Quarter Results

In discussing the company's first quarter performance, Mark DiBlasi, President and CEO of Roadrunner, said,

“We were pleased with our first quarter results given the impact from severe winter weather throughout the quarter. Strong organic and acquisition-related revenue growth led to a 27.6% increase in 2014first quarter revenues. Our first quarter operating income, excluding acquisition transaction expenses of $0.4 million, improved 2.5% over the prior year quarter to $19.6 million. Our first quarter EBITDA improved 6.6% over the prior year quarter to $24.0 million.

“LTL revenues grew by $2.3 million, or 1.7%, during the first quarter of 2014 from the prior year first quarter. Our LTL operating ratio deteriorated from 93.2% in the first quarter of 2013 to 95.0% in the first quarter of 2014. The primary factors contributing to the increased LTL operating ratio were additional costs incurred due to severe weather in the first quarter of 2014 and increased insurance and claims expense in the first quarter of 2014 compared to the first quarter of 2013.

“TL revenues grew by $47.3 million, or 32.3%, during the first quarter of 2014 from the prior year first quarter. Incremental revenues from our 2013 and 2014 acquisitions accounted for $27.8 million of the increase, with the remaining $19.6 million representing 13.4% organic growth. The positive impact of our recent TL acquisitions and organic revenue growth led to a 23.9% increase in TL operating income quarter-over-quarter. Our TL operating ratio deteriorated from 93.4% in the first quarter of 2013 to 93.8% in the first quarter of 2014. The primary factors contributing to the increased TL operating ratio were additional costs incurred due to severe weather in the first quarter of 2014 and increased insurance and claims expense in the first quarter of 2014 compared to the first quarter of 2013.

“TMS revenue grew by $35.2 million, or 164.1%, during the first quarter of 2014 from the prior year first quarter, primarily as a result of our acquisitions of Adrian Carriers, Marisol International, and Unitrans. The positive impact of our recent TMS acquisitions led to a 49.6% increase in TMS operating income quarter-over-quarter."

2014Second Quarter Guidance

Commenting on guidance for the second quarter of 2014, Peter Armbruster, CFO of Roadrunner, said, “We anticipate our revenues for the second quarter to be in the range of $420 million to $445 million, representing an increase of 27% to 34% from the second quarter of 2013. We expect diluted income per share available to common stockholders to be between $0.37 and $0.41, compared to diluted income per share available to common stockholders of $0.37 in the prior year quarter. The guidance reflects our August 2013 stock offering, which will increase the weighted average diluted shares outstanding in the three months ending June 30, 2014 by approximately 1.5 million shares and will impact diluted income per share by $0.01 from the prior year period."

2014First Quarter Segment Information

Roadrunner has three operating segments: less-than-truckload (LTL), truckload logistics (TL), and transportation management solutions (TMS). The following highlights exclude intercompany eliminations and corporate expenses.

LTL revenues, including fuel, increased 1.7% to $135.0 million for the first quarter of 2014 from $132.7 million for the first quarter of 2013. LTL operating income was $6.7 million, or 5.0% of LTL revenues, for the first quarter of 2014 compared with $9.0 million, or 6.8% of LTL revenues, for the first quarter of 2013.

Summary LTL operating statistics for the three months ended March 31 are shown below.

	Three Months Ended March 31,
	2014		2013		% Change
Operating ratio	95.0		93.2
Tonnage (in thousands of tons)	380.5		370.1		2.8	%
Shipments (in thousands)	582.2		572.0		1.8	%
Revenue per hundredweight (incl. fuel)	$	17.85	$	17.93	(0.4	)%
Revenue per hundredweight (excl. fuel)	$	14.64	$	14.63	0.1	%
Weight per shipment (lbs.)	1,307		1,294		1.0	%
Linehaul cost per mile (excl. fuel)	$	1.26	$	1.24	1.6	%
Note: Other than operating ratio, the statistics above do not include (i) adjustments for undelivered freight required for financial statement purposes in accordance with Roadrunner's revenue recognition policy; and (ii) non-LTL related business captured within the LTL segment.

TL revenues increased 32.3% to $193.9 million for the first quarter of 2014 from $146.5 million for the first quarter of 2013. The improvement was primarily due to increased load growth, increased utilization of Roadrunner's TL brokerage agent network, and the acquisitions of Wando Trucking, TA Drayage, G.W. Palmer Logistics, Yes Trans, and Rich Logistics. For the first quarter of 2014, these acquisitions collectively contributed TL revenues of $27.8 million. TL operating income was $12.0 million, or 6.2% of TL revenues, for the first quarter of 2014 compared with $9.7 million, or 6.6% of TL revenues, for the first quarter of 2013.

TMS revenues for the first quarter of 2014 increased 164.1% to $56.6 million from $21.4 million for the first quarter of 2013. The improvement in revenue was primarily due to the Adrian Carriers, Marisol International, and Unitrans acquisitions. For the first quarter of 2014, these acquisitions collectively contributed TMS revenues of $35.7 million. TMS operating income was $3.5 million, or 6.1% of TMS revenues, for the first quarter of 2014, compared with $2.3 million, or 10.8% of TMS revenues, for the first quarter of 2013.

Conference Call

A conference call is scheduled for Wednesday, April 30, 2014 at 4:30 p.m. Eastern Time. To access the conference call, please dial 866-202-3048 (U.S.) or 617-213-8843 (International) approximately 10 minutes prior to the start of the call. Callers will be prompted for passcode 93142561. The conference call will also be available via live webcast under the Investor Relations section of Roadrunner's website, www.rrts.com.

If you are unable to listen to the live call, a replay will be available through Wednesday, May 7, 2014, and can be accessed by dialing 888-286-8010 (U.S.) or 617-801-6888 (International). Callers will be prompted for passcode 54822677. An archived version of the webcast will also be available under the Investor Relations section of Roadrunner's website, www.rrts.com.

About Roadrunner Transportation Systems, Inc.

Roadrunner is a leading asset-light transportation and logistics service provider offering a full suite of solutions, including customized and expedited less-than-truckload (“LTL”), truckload logistics (“TL”), transportation management solutions (“TMS”), intermodal solutions, freight consolidation, inventory management, expedited services, international freight forwarding, customs brokerage, and comprehensive global supply chain solutions. For more information, please visit Roadrunner’s website, www.rrts.com.

Safe Harbor Statement

This release contains forward-looking statements that relate to future events or performance, including statements regarding Roadrunner's performance; Roadrunner's organic and acquisition related growth; the impact of Roadrunner's August 2013 stock offering; the impact of adverse weather conditions; the impact of Roadrunner's acquisitions; and Roadrunner's expected revenues, diluted income per share available to common stockholders, and weighted average diluted shares outstanding for the second quarter of 2014. These statements reflect Roadrunner's current expectations, and Roadrunner does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other company statements will not be realized. Furthermore, readers are cautioned that these statements involve risks and uncertainties, many of which are beyond Roadrunner's control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to one or more significant claims and the cost of maintaining insurance, including increased premiums and insurance in excess of prior experience levels; the cost of compliance with, liability for violations of, or modifications to existing or future governmental regulations; the effect of environmental regulations; a decrease in the levels of capacity in the over-the-road freight sector; Roadrunner’s ability to execute its acquisition strategy and to integrate acquired companies; Roadrunner’s international operations; Roadrunner’s indebtedness and compliance with the covenants in its senior credit facility; the unpredictability of and potential fluctuation in the price and availability of fuel; the current economic environment; competition in the transportation industry; Roadrunner’s reliance on independent contractors to provide transportation services to its customers; and other "Risk Factors" set forth in Roadrunner's most recent SEC filings.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2014		2013
Revenues	$	382,031	$	299,380
Operating expenses:
Purchased transportation costs	264,019		206,342
Personnel and related benefits	42,932		34,856
Other operating expenses	50,719		35,690
Depreciation and amortization	4,743		3,355
Acquisition transaction expenses	379		—
Total operating expenses	362,792		280,243
Operating income	19,239		19,137
Interest expense:
Interest on long-term debt	2,250		1,875
Total interest expense	2,250		1,875
Income before provision for income taxes	16,989		17,262
Provision for income taxes	6,575		6,680
Net income available to common stockholders	$	10,414	$	10,582
Earnings per share available to common stockholders:
Basic	$	0.28	$	0.30
Diluted	$	0.27	$	0.29
Weighted average common stock outstanding:
Basic	37,689		34,990
Diluted	39,183		36,743

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	March 31, 2014		December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	9,542	$	5,438
Accounts receivable, net of allowances of $2,833 and $2,957, respectively	217,311		171,165
Deferred income taxes	1,454		1,847
Prepaid expenses and other current assets	33,548		35,010
Total current assets	261,855		213,460
Property and equipment, net of accumulated depreciation of $34,071 and $30,869, respectively	120,293		96,558
Other assets:
Goodwill and intangible assets, net	622,521		550,106
Other noncurrent assets	11,565		11,756
Total other assets	634,086		561,862
Total assets	$	1,016,234	$	871,880
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Current maturities of long-term debt	$	12,031	$	10,938
Accounts payable	76,608		67,141
Accrued expenses and other liabilities	35,045		33,271
Total current liabilities	123,684		111,350
Long-term debt, net of current maturities	299,352		181,702
Other long-term liabilities	78,504		78,463
Total liabilities	501,540		371,515
Stockholders’ investment:
Common stock $.01 par value; 100,000 shares authorized; 37,854 and 37,564 shares issued and outstanding	379		376
Additional paid-in capital	388,204		384,292
Retained earnings	126,111		115,697
Total stockholders’ investment	514,694		500,365
Total liabilities and stockholders’ investment	$	1,016,234	$	871,880

Contact

Roadrunner Transportation Systems, Inc.

Peter Armbruster

Chief Financial Officer

414-615-1648

Vollrath Associates, Inc.

Marilyn Vollrath

414-221-0210

ir@rrts.com