10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2015

Commission File Number 001-34734

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-2454942
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. 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)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

As of May 5, 2015, there were outstanding 38,147,991 shares of the registrant’s Common Stock, par value $.01 per share.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2015

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements (Unaudited)	1
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Cash Flows	3
Notes to Unaudited Condensed Consolidated Financial Statements	4
Item  2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures about Market Risk	17
Item 4. Controls and Procedures	17
PART II. OTHER INFORMATION	19
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 6. Exhibits	19
Signatures	20

PART I - FINANCIAL INFORMATION

ITEM 1. FINANACIAL STATEMENTS.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	March 31, 2015		December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	11,984	$	11,345
Accounts receivable, net of allowances of $4,493 and $4,209, respectively	287,625		284,379
Deferred income taxes	7,737		8,607
Prepaid expenses and other current assets	46,576		46,658
Total current assets	353,922		350,989
Property and equipment, net of accumulated depreciation of $51,458 and $47,629, respectively	156,956		146,850
Other assets:
Goodwill	669,740		669,652
Intangible assets, net	77,799		79,878
Other noncurrent assets	11,334		10,451
Total other assets	758,873		759,981
Total assets	$	1,269,751	$	1,257,820
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Current maturities of long-term debt	$	10,000	$	10,000
Accounts payable	107,451		118,743
Accrued expenses and other liabilities	48,670		42,352
Total current liabilities	166,121		171,095
Long-term debt, net of current maturities	423,500		420,000
Other long-term liabilities	104,805		107,950
Total liabilities	694,426		699,045
Commitments and contingencies (Note 10)
Stockholders’ investment:
Common stock $.01 par value; 100,000 shares authorized; 38,147 and 37,925 shares issued and outstanding	381		379
Additional paid-in capital	393,669		390,725
Retained earnings	181,275		167,671
Total stockholders’ investment	575,325		558,775
Total liabilities and stockholders’ investment	$	1,269,751	$	1,257,820

See accompanying notes to unaudited condensed consolidated financial statements.

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ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2015		2014
Revenues	$	488,970	$	382,031
Operating expenses:
Purchased transportation costs	328,491		264,019
Personnel and related benefits	62,055		42,932
Other operating expenses	64,745		50,719
Depreciation and amortization	6,877		4,743
Acquisition transaction expenses	—		379
Total operating expenses	462,168		362,792
Operating income	26,802		19,239
Interest expense	4,609		2,250
Income before provision for income taxes	22,193		16,989
Provision for income taxes	8,589		6,575
Net income available to common stockholders	$	13,604	$	10,414
Earnings per share available to common stockholders:
Basic	$	0.36	$	0.28
Diluted	$	0.35	$	0.27
Weighted average common stock outstanding:
Basic	38,011		37,689
Diluted	39,341		39,183

See accompanying notes to unaudited condensed consolidated financial statements.

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ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended
	March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	13,604		$	10,414
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,395			5,447
Loss (gain) on disposal of property and equipment	109			(40		)
Share-based compensation	796			481
Provision for bad debts	612			2,865
Excess tax benefit on share-based compensation	(811		)	(1,031		)
Deferred tax provision	607			3,041
Changes in:
Accounts receivable	(3,858		)	(22,726		)
Prepaid expenses and other assets	(1,109		)	2,240
Accounts payable	(11,292		)	(2,243		)
Accrued expenses and other liabilities	6,231			(5,840		)
Net cash provided by (used in) operating activities	12,284			(7,392		)
Cash flows from investing activities:
Acquisition of business, net of cash acquired	—			(101,057		)
Capital expenditures	(15,833		)	(11,183		)
Proceeds from sale of buildings and equipment	522			1,579
Net cash used in investing activities	(15,311		)	(110,661		)
Cash flows from financing activities:
Borrowings under revolving credit facilities	32,764			146,744
Payments under revolving credit facilities	(26,764		)	(25,813		)
Long-term debt payments	(2,500		)	(2,188		)
Payments of contingent earnouts	(1,957		)	—
Proceeds from issuance of common stock, net of issuance costs	1,339			2,403
Excess tax benefit on share-based compensation	811			1,031
Reduction of capital lease obligation	(27		)	(20		)
Net cash provided by financing activities	3,666			122,157
Net increase in cash and cash equivalents	639			4,104
Cash and cash equivalents:
Beginning of period	11,345			5,438
End of period	$	11,984		$	9,542
Supplemental cash flow information:
Cash paid for interest	$	4,011		$	1,803
Cash paid for income taxes, net	$	1,105		$	536
Noncash capital expenditures	$	—		$	1,018

See accompanying notes to unaudited condensed consolidated financial statements.

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Roadrunner Transportation Systems, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization, Nature of Business and Significant Accounting Policies

Nature of Business

Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 47 TL service centers, five freight consolidation and inventory management centers, and 26 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 44 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its TMS business, the Company operates from 11 service centers and nine dispatch offices throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and TMS.

New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2017. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which is effective for the Company in 2016 and must be applied retrospectively for all periods presented. This guidance simplifies the presentation of debt issuance costs. Under the revised Accounting Standard, the Company would be required to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. Amortization of the debt issuance costs should be reported as interest expense. The Accounting Standards Update does not affect the recognition and measurement for debt issuance costs. Early adoption of the revised Accounting Standard is permitted. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-04, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing

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arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

2. Acquisitions

On February 24, 2014, the Company acquired all of the outstanding stock of Rich Logistics and Everett Transportation Inc. and certain assets of Keith Everett (collectively, "Rich Logistics") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $46.5 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

On March 14, 2014, the Company acquired all of the outstanding stock of Unitrans, Inc. ("Unitrans") for the purpose of expanding its current market presence in the TMS segment. Cash consideration paid was $53.3 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

On July 18, 2014, the Company acquired all of the outstanding stock of ISI Acquisition Corp. (which wholly owns Integrated Services, Inc. and ISI Logistics Inc.) and ISI Logistics South, Inc. (collectively, "ISI") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $13.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

On August 27, 2014, the Company acquired all of the outstanding stock of Active Aero Group Holdings, Inc. ("Active Aero") for the purpose of expanding its presence within the TL segment. Cash consideration paid was $118.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

The acquisitions of Rich Logistics, Unitrans, ISI, and Active Aero (collectively, "2014 acquisitions") are considered individually immaterial, but material in the aggregate. The following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2014 acquisitions in the aggregate (in thousands):

	2014 Acquisitions
Accounts receivable	$	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,012
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	(82,394		)
Total	$	230,818

The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Goodwill associated with the 2014 acquisitions will not be deductible for tax purposes. Purchase accounting is considered final for the 2014 acquisitions of Rich Logistics and Unitrans. Purchase accounting is considered final for the 2014 acquisitions of ISI and Active Aero except for deferred taxes, goodwill, and with respect to certain long-term asset valuations as financial information was not available as of March 31, 2015.

From the dates of acquisition through March 31, 2014, the 2014 acquisitions contributed revenues of $20.4 million for the three months ended March 31, 2014, and contributed net income of $2.1 million for the three months ended March 31, 2014 before the incremental acquisition transaction expenses associated with each acquisition. The following supplemental unaudited pro forma financial information of the Company for the three months ended March 31, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands).

	Three Months Ended
	March 31,
	2014
Revenues	$	496,364
Net income	$	14,409

The supplemental unaudited pro forma financial information above is presented for informational purposes only. It is not intended to project the future financial position or operating results of the combined company.

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3. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company performs an impairment test of goodwill annually as of July 1. The 2014 impairment test did not result in any impairment losses. There is no goodwill impairment for any of the periods presented in the Company's condensed consolidated financial statements.

The following is a rollforward of goodwill from December 31, 2014 to March 31, 2015 by reportable segment (in thousands):

	TL		LTL		TMS		Total
Goodwill balance as of December 31, 2014	$	319,051	$	197,312	$	153,289	$	669,652
Adjustments to goodwill for purchase accounting	88		—		—		88
Goodwill balance as of March 31, 2015	$	319,139	$	197,312	$	153,289	$	669,740

Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets as of March 31, 2015 and December 31, 2014 were as follows (in thousands):

	March 31, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
TL	$	60,173	$	(9,729	)	$	50,444	$	60,173	$	(8,356	)	$	51,817
LTL	1,358		(967		)	391		1,358		(950		)	408
TMS	31,522		(4,558		)	26,964		31,522		(3,869		)	27,653
Total	$	93,053	$	(15,254	)	$	77,799	$	93,053	$	(13,175	)	$	79,878

The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $2.1 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively. Estimated amortization expense for each of the next five years based on intangible assets as of March 31, 2015 is as follows (in thousands):

Remainder 2015	$	6,218
2016	8,205
2017	8,084
2018	7,821
2019	7,517
2020	7,144
Thereafter	32,810
Total	$	77,799

4. Fair Value Measurement

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

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The contingent purchase price related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value. The following table presents information, as of March 31, 2015 and December 31, 2014, about the Company’s financial liabilities (in thousands):

	March 31, 2015
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	5,708	$	5,708
Total liabilities at fair value	$	—	$	—	$	5,708	$	5,708

	December 31, 2014
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	7,665	$	7,665
Total liabilities at fair value	$	—	$	—	$	7,665	$	7,665

In measuring the fair value of the contingent purchase price liability, the Company used an income approach that considers the expected future earnings of the acquired businesses based on historical performance and the resulting contingent payments, discounted at a risk-adjusted rate.

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three months ended March 31, 2015 and 2014 and the year ended December 31, 2014 (in thousands):

	Three Months Ended					Year Ended
	March 31,					December 31,
	2015			2014		2014
Balance, beginning of period	$	7,665		$	17,054	$	17,054
Payments of contingent purchase obligations	(1,957		)	—		(4,804		)
Adjustments to contingent purchase obligations	—			195		(4,585		)
Balance, end of period	$	5,708		$	17,249	$	7,665

5. Long-Term Debt

Long-term debt as of March 31, 2015 and December 31, 2014 consisted of the following (in thousands):

	March 31, 2015			December 31, 2014
Senior debt:
Revolving credit facility	$	241,000		$	235,000
Term loan	192,500			195,000
Total debt	433,500			430,000
Less: Current maturities	(10,000		)	(10,000		)
Total long-term debt, net of current maturities	$	423,500		$	420,000

On July 9, 2014, the Company entered into a fifth amended and restated credit agreement (the "credit agreement") with U.S. Bank National Association and other lenders, which increased the revolving credit facility from $200.0 million to $350.0 million and the term loan from $175.0 million to $200.0 million. The credit facility matures on July 9, 2019. Principal on the term loan is due in quarterly installments of $2.5 million. The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy as defined in Note 4. The carrying value of the Company's long-term debt approximates fair value as the debt agreement bears interest based on prevailing variable market rates currently available. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. Additionally, the credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The current debt agreement prohibits the Company from paying dividends without the consent of the lenders. Borrowings under the credit agreement bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.0%, or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.0%. The revolving credit facility also provides for the issuance of up to $30.0 million in letters of credit. As of March 31,

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2015, the Company had outstanding letters of credit totaling $18.1 million. As of March 31, 2015, total availability under the revolving credit facility was $90.9 million and the average interest rate on the credit agreement was 2.9%.

6. Stockholders’ Investment

Changes in stockholders’ investment for the three months ended March 31, 2015 and 2014 consisted of the following (in thousands):

	Three Months Ended
	March 31,
	2015		2014
Beginning balance	$	558,775	$	500,365
Net income	13,604		10,414
Share-based compensation	796		481
Issuance of common stock from share-based compensation	1,339		2,403
Excess tax benefit on share-based compensation	811		1,031
Ending balance	$	575,325	$	514,694

7. Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For the three months ended March 31, 2015 and 2014, diluted earnings per share was calculated by dividing net income available to common stockholders by the weighted average common stock outstanding plus stock equivalents that would arise from the assumed exercise of stock options, the conversion of warrants, and the delivery of stock underlying restricted stock units using the treasury stock method. There is no difference, for any of the periods presented, in the amount of net income available to common stockholders used in the computation of basic and diluted earnings per share.

As of March 31, 2015 and 2014, all stock options, warrants, and restricted stock units were included in the computation of diluted earnings per share. The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands):

	Three Months Ended
	March 31,
	2015	2014
Basic weighted average common stock outstanding	38,011	37,689
Effect of dilutive securities
Employee stock options	125	222
Warrants	1,140	1,201
Restricted stock units	65	71
Diluted weighted average common stock outstanding	39,341	39,183

8. Income Taxes

The effective income tax rate was 38.7% for both the three months ended March 31, 2015 and 2014. In determining the provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and the Company's best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, and adjustments for permanent differences.

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9. Guarantees

The Company provides a guarantee for a portion of the value of certain independent contractors' ("IC") leased tractors.  The guarantees expire at various dates through 2020.  The potential maximum exposure under these lease guarantees was approximately $19.3 million as of March 31, 2015.  The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of March 31, 2015.  However, upon an IC default, the Company has the option to purchase the tractor or return the tractor to the leasing company if the residual value is greater than the Company’s guarantee. Alternatively, the Company can contract another IC to assume the lease.  There were no material IC defaults during the three months ended March 31, 2015 and 2014. Payments made by the Company under the guarantees were de minimis for the three months ended March 31, 2015 and 2014. No liability related to these lease guarantees was recorded as of March 31, 2015 or December 31, 2014.

10. Commitments and Contingencies

In the ordinary course of business, the Company is a defendant in several property and other claims. In the aggregate, the Company does not believe any of these claims will have a material impact on its consolidated financial statements. The Company maintains liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company believes it has adequate insurance to cover losses in excess of the deductible amount. As of March 31, 2015 and December 31, 2014, the Company had reserves for estimated uninsured losses of $5.4 million and $5.8 million, respectively.

11. Related Party Transactions

The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) to pay transaction fees and an annual advisory fee of $0.1 million. As of March 31, 2015, the Company owed $0.1 million to HCI for the advisory fee and travel expenses incurred. No money was paid to HCI for the three months ended March 31, 2015 or 2014.

12. Segment Reporting

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and TMS.

These reportable segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes acquisition transaction expenses, corporate salaries, and share-based compensation expense.

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The following table reflects certain financial data of the Company’s reportable segments for the three months ended March 31, 2015 and 2014 and as of March 31, 2015 and December 31, 2014 (in thousands):

	Three Months Ended
	March 31,
	2015			2014
Revenues:
TL	$	282,198		$	193,885
LTL	131,645			135,001
TMS	82,029			56,626
Eliminations	(6,902		)	(3,481		)
Total	488,970			382,031
Operating income:
TL	$	15,905		$	11,965
LTL	8,659			6,745
TMS	5,831			3,476
Corporate	(3,593		)	(2,947		)
Total operating income	26,802			19,239
Interest expense	4,609			2,250
Income before provision for income taxes	$	22,193		$	16,989
Depreciation and amortization:
TL	$	4,713		$	3,182
LTL	835			657
TMS	1,001			718
Corporate	328			186
Total	$	6,877		$	4,743
Capital expenditures:
TL	$	14,162		$	9,417
LTL	824			1,711
TMS	161			203
Corporate	686			870
Total	$	15,833		$	12,201

	March 31, 2015			December 31, 2014
Assets:
TL	$	712,888		$	691,096
LTL	773,540			782,268
TMS	242,118			242,512
Corporate	5,262			4,919
Eliminations	(464,057		)	(462,975		)
	$	1,269,751		$	1,257,820

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2014. This discussion and analysis should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our results for the year ended December 31, 2014, set forth in our Annual Report on Form 10-K for the year ended December 31, 2014.

Overview

We are a leading asset-light transportation and logistics service provider offering a full suite of solutions, including truckload logistics (“TL”), customized and expedited less-than-truckload (“LTL”), transportation management solutions (“TMS”), intermodal solutions (transporting a shipment by more than one mode, primarily via rail and truck), freight consolidation, inventory management, on-demand expedited services, international freight forwarding, customs brokerage, and comprehensive global supply chain solutions. We utilize a broad third-party network of transportation providers, comprised of independent contractors (“ICs”) and purchased power providers, to serve a diverse customer base in terms of end-market focus and annual freight expenditures. Although we service large national accounts, we primarily focus on small to mid-size shippers, which we believe represent an expansive and underserved market. Our business model is highly scalable and flexible, featuring a variable cost structure that requires minimal investment (as a percentage of revenues) in transportation equipment and facilities, thereby enhancing free cash flow generation and returns on our invested capital and assets.

We have three operating segments:

Truckload Logistics. Within our TL business, we arrange the pickup, delivery, freight consolidation, and inventory management of TL freight through our network of 47 TL service centers, five freight consolidation and inventory management centers, 26 company dispatch offices, and over 100 independent brokerage agents located throughout the United States and Canada. We offer temperature-controlled, dry van, intermodal drayage, and flatbed services and specialize in the transport of refrigerated foods, poultry, and beverages. We also offer on-demand expedited services. We believe this specialization provides consistent shipping volume year-over-year.

Less-than-Truckload. Our LTL business involves the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments throughout the United States and into Mexico, Puerto Rico, and Canada. With a network of 44 LTL service centers and over 160 third-party delivery agents, we employ a point-to-point LTL model that we believe serves as a competitive advantage over the traditional hub and spoke LTL model in terms of faster transit times, lower incidence of damage, and reduced fuel consumption.

Transportation Management Solutions. Within our TMS business, we offer a “one-stop” domestic and international transportation and logistics solution, including access to the most cost-effective and time-sensitive modes of transportation within our broad network. Specifically, our TMS offering includes pricing, contract management, transportation mode and carrier selection, freight tracking, freight bill payment and audit, cost reporting and analysis, and dispatch. Our customized TMS offering is designed to allow our customers to reduce operating costs, redirect resources to core competencies, improve supply chain efficiency, and enhance customer service. Our TMS segment also includes domestic and international air and ocean transportation services and customs brokerage.

Our success principally depends on our ability to generate revenues through our network of sales personnel and independent brokerage agents and to deliver freight in all modes safely, on time, and cost-effectively through a suite of solutions tailored to the needs of each customer. Customer shipping demand, over-the-road freight tonnage levels, and equipment capacity ultimately drive increases or decreases in our revenues. Our ability to operate profitably and generate cash is also impacted by purchased transportation costs, fuel costs, pricing dynamics, customer mix, and our ability to manage costs effectively. Within our TL business, we typically charge a flat rate negotiated on each load hauled. Within our LTL business, we typically generate revenues by charging our customers a rate based on shipment weight, distance hauled, and commodity type. This amount is typically comprised of a base rate, a fuel surcharge, and any applicable service fees. Within our TMS business, we typically charge a variable rate on each shipment, in addition to transaction or service fees appropriate for the solution we have provided to meet a specific customer’s needs.

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We incur costs that are directly related to the transportation of freight, including purchased transportation costs. We also incur indirect costs associated with the transportation of freight that include other operating costs, such as insurance, claims, and commission expenses. In addition, we incur personnel–related costs and other operating expenses, collectively discussed herein as other operating expenses, essential to administering our operations. We continually monitor all components of our cost structure and establish annual budgets, which are generally used to benchmark costs incurred on a monthly basis.

Purchased transportation costs within our TL business are generally based on negotiated rates for each load hauled. Purchased transportation costs within our LTL business represent amounts we pay to ICs or purchased power providers and are generally contractually agreed-upon rates. Within our TMS business, purchased transportation costs include payments made to our purchased power providers, which are generally contractually agreed-upon rates. Purchased transportation costs are the largest component of our cost structure. Our purchased transportation costs typically increase or decrease in proportion to revenues.

Our ability to maintain or grow existing tonnage levels is impacted by overall economic conditions, shipping demand, and over-the-road freight capacity in North America, as well as by our ability to compete effectively in terms of pricing, safety, and on-time delivery.

The pricing environment in the transportation industry also impacts our operating performance. Pricing within our TL business generally has fewer influential factors than pricing within our LTL business, but is typically driven by shipment frequency and consistency, length of haul, and customer and geographic mix. Our LTL pricing is typically measured by billed revenue per hundredweight, which is often referred to as “yield.” Our LTL pricing is dictated primarily by factors such as shipment size, shipment frequency and consistency, length of haul, freight density, and customer and geographic mix. Since we offer both LTL and TL shipping as part of our TMS offering, pricing within our TMS segment is impacted by similar factors. The pricing environment for all of our operations generally becomes more competitive during periods of lower industry tonnage levels and increased capacity within the over-the-road freight sector.

The transportation industry is dependent upon the availability of adequate fuel supplies and the price of fuel. Fuel prices have fluctuated dramatically over recent years. Within our TL and TMS businesses, we pass fuel costs through to our customers. As a result, our operating income in these businesses is less impacted by changes in fuel prices. Within our LTL business, our ICs and purchased power providers pass along the cost of diesel fuel to us, and we in turn attempt to pass along some or all of these costs to our customers through fuel surcharge revenue programs. Although revenues from fuel surcharges generally offset increases in fuel costs, other operating costs have been, and may continue to be, impacted by fluctuating fuel prices. The total impact of higher energy prices on other nonfuel-related expenses is difficult to ascertain. We cannot predict future fuel price fluctuations, the impact of higher energy prices on other cost elements, recoverability of higher fuel costs through fuel surcharges, and the effect of fuel surcharges on our overall rate structure or the total price that we will receive from our customers. Depending on the changes in the fuel rates and the impact on costs in other fuel- and energy-related areas, our operating margins could be impacted.

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Results of Operations

The following table sets forth, for the periods indicated, summary TL, LTL, TMS, corporate, and consolidated statement of operations data. Such revenue data for our TL, LTL, and TMS business segments are expressed as a percentage of consolidated revenues. Other statement of operations data for our TL, LTL, and TMS business segments are expressed as a percentage of segment revenues. Corporate and total statement of operations data are expressed as a percentage of consolidated revenues.

		Three Months Ended
		March 31,
		2015					2014
	(In thousands, except for %’s)
		$			% of Revenues		$			% of Revenues
Revenues:
TL		$	282,198		57.7	%	$	193,885		50.8	%
LTL		131,645			26.9	%	135,001			35.3	%
TMS		82,029			16.8	%	56,626			14.8	%
Eliminations		(6,902		)	(1.4	)%	(3,481		)	(0.9	)%
Total		488,970			100.0	%	382,031			100.0	%
Purchased transportation costs:
TL		183,770			65.1	%	129,910			67.0	%
LTL		90,294			68.6	%	96,829			71.7	%
TMS		61,329			74.8	%	40,761			72.0	%
Eliminations		(6,902		)	(1.4	)%	(3,481		)	(0.9	)%
Total		328,491			67.2	%	264,019			69.1	%
Other operating expenses (1):
TL		77,810			27.6	%	48,828			25.2	%
LTL		31,857			24.2	%	30,770			22.8	%
TMS		13,868			16.9	%	11,671			20.6	%
Corporate		3,265			0.7	%	2,761			0.7	%
Total		126,800			25.9	%	94,030			24.6	%
Depreciation and amortization:
TL		4,713			1.7	%	3,182			1.6	%
LTL		835			0.6	%	657			0.5	%
TMS		1,001			1.2	%	718			1.3	%
Corporate		328			0.1	%	186			—	%
Total		6,877			1.4	%	4,743			1.2	%
Operating income:
TL		15,905			5.6	%	11,965			6.2	%
LTL		8,659			6.6	%	6,745			5.0	%
TMS		5,831			7.1	%	3,476			6.1	%
Corporate		(3,593		)	(0.7	)%	(2,947		)	(0.8	)%
Total		26,802			5.5	%	19,239			5.0	%
Interest expense		4,609			0.9	%	2,250			0.6	%
Income before provision for income taxes		22,193			4.5	%	16,989			4.4	%
Provision for income taxes		8,589			1.8	%	6,575			1.7	%
Net income available to common stockholders		$	13,604		2.8	%	$	10,414		2.7	%

(1) Reflects the sum of personnel and related benefits, other operating expenses, and acquisition transaction expenses.

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Three Months EndedMarch 31, 2015 Compared to Three Months EndedMarch 31, 2014

Revenues

Consolidated revenues increased by $107.0 million, or 28.0%, to $489.0 million during the first quarter of 2015 from $382.0 million during the first quarter of 2014, the majority of which was attributable to the impact of our 2014 acquisitions.

TL revenues increased by $88.3 million, or 45.5%, to $282.2 million during the first quarter of 2015 from $193.9 million during the first quarter of 2014, primarily due to the acquisitions of Rich Logistics, ISI, and Active Aero, increased load growth, and increased utilization of our TL brokerage agent network. The increase in revenue was partially offset by the impact of severe weather and the West Coast port congestion during the first quarter of 2015.

LTL revenues decreased by $3.4 million, or 2.5%, to $131.6 million during the first quarter of 2015 from $135.0 million during the first quarter of 2014. LTL revenues were impacted quarter-over-quarter by a drop in fuel prices that resulted in a $7.0 million, or 28.7%, decrease in fuel surcharge revenue and an 8.0% reduction in tonnage primarily due to changes in freight mix. These decreases were partially offset by a 13.0% increase in revenue per hundredweight excluding fuel from the prior year first quarter due to improved pricing and positive freight mix changes resulting from our pricing initiatives.

TMS revenues increased by $25.4 million, or 44.9%, to $82.0 million during the first quarter of 2015 from $56.6 million during the first quarter of 2014. This growth was primarily driven by our acquisition of Unitrans and organic revenue growth.

Purchased Transportation Costs

Purchased transportation costs increased by $64.5 million, or 24.4%, to $328.5 million during the first quarter of 2015 from $264.0 million during the first quarter of 2014.

TL purchased transportation costs increased by $53.9 million, or 41.5%, to $183.8 million during the first quarter of 2015 from $129.9 million during the first quarter of 2014. This increase was primarily the result of our TL acquisitions of Rich Logistics, ISI, and Active Aero. TL purchased transportation costs as a percentage of TL revenues decreased to 65.1% during the first quarter of 2015 from 67.0% during the first quarter of 2014.

LTL purchased transportation costs decreased by $6.5 million, or 6.7%, to $90.3 million during the first quarter of 2015 from $96.8 million during the first quarter of 2014, and decreased as a percentage of LTL revenues to 68.6% during the first quarter of 2015 from 71.7% during the first quarter of 2014, primarily as a result of the operational and pricing initiatives implemented in December 2014 and during the first quarter of 2015. Excluding fuel surcharges, our average linehaul cost per mile decreased to $1.25 during the first quarter of 2015 from $1.26 during the first quarter of 2014.

TMS purchased transportation costs increased by $20.5 million, or 50.5%, to $61.3 million during the first quarter of 2015 from $40.8 million during the first quarter of 2014, and increased as a percentage of TMS revenues to 74.8% during the first quarter of 2015 from 72.0% during the first quarter of 2014, primarily as a result of our acquisition of Unitrans.

Other Operating Expenses

Other operating expenses, which reflect the sum of personnel and related benefits, other operating expenses, and acquisition transaction expenses shown in our unaudited condensed consolidated statements of operations, increased by $32.8 million, or 34.9%, to $126.8 million during the first quarter of 2015 from $94.0 million during the first quarter of 2014.

Within our TL business, other operating expenses increased by $29.0 million, or 59.4%, to $77.8 million during the first quarter of 2015 from $48.8 million during the first quarter of 2014, primarily as a result of our acquisitions of Rich Logistics, ISI, and Active Aero, which accounted for an aggregate of $27.3 million of the total increase. As a percentage of TL revenues, other operating expenses increased to 27.6% during the first quarter of 2015 from 25.2% during the first quarter of 2014.

Within our LTL business, other operating expenses increased by $1.1 million, or 3.5%, to $31.9 million during the first quarter of 2015 from $30.8 million during the first quarter of 2014. As a percentage of LTL revenues, other operating expenses increased to 24.2% during the first quarter of 2015 from 22.8% during the first quarter of 2014.

Within our TMS business, other operating expenses increased by $2.2 million, or 18.8%, to $13.9 million during the first quarter of 2015 from $11.7 million during the first quarter of 2014, primarily as a result of our acquisition of Unitrans. As a percentage of TMS revenues, other operating expenses decreased to 16.9% during the first quarter of 2015 from 20.6% during the first quarter of 2014, primarily due to the acquisition of Unitrans.

Other operating expenses that were not allocated to our TL, LTL, or TMS businesses increased to $3.3 million during the first quarter of 2015 from $2.8 million during the first quarter of 2014. This increase was primarily due to additional expenses

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due to our growth and additions to our corporate-wide integrated sales team and other key management personnel to execute our overall integrated growth strategy.

Depreciation and Amortization

Depreciation and amortization increased to $6.9 million during the first quarter of 2015 from $4.7 million during the first quarter of 2014, reflecting increases in property, plant, and equipment attributable to our acquisitions and continued revenue growth along with increased amortization of customer relationship intangible assets of $1.0 million. Depreciation and amortization within our TL business increased to $4.7 million during the first quarter of 2015 from $3.2 million during the first quarter of 2014. Within our LTL business, depreciation and amortization increased to $0.8 million during the first quarter of 2015 from $0.7 million during the first quarter of 2014. Within our TMS business, depreciation and amortization increased to $1.0 million during the first quarter of 2015 from $0.7 million during the first quarter of 2014. Corporate depreciation and amortization increased to $0.3 million during the first quarter of 2015 from $0.2 million during the first quarter of 2014.

Operating Income

Operating income was $26.8 million during the first quarter of 2015 compared with $19.2 million during the first quarter of 2014. As a percentage of revenues, operating income increased to 5.5% during the first quarter of 2015 from 5.0% during the first quarter of 2014.

Within our TL business, operating income increased by $3.9 million, or 32.9%, to $15.9 million during the first quarter of 2015 from $12.0 million during the first quarter of 2014. As a percentage of TL revenues, operating income decreased to 5.6% during the first quarter of 2015 from 6.2% during the first quarter of 2014, primarily as a result of the factors above.

Within our LTL business, operating income increased by $1.9 million, or 28.4%, to $8.7 million during the first quarter of 2015 from $6.7 million during the first quarter of 2014. As a percentage of LTL revenues, operating income increased to 6.6% during the first quarter of 2015 from 5.0% during the first quarter of 2014, primarily as a result of the factors above.

Within our TMS business, operating income increased by $2.4 million, or 67.8%, to $5.8 million during the first quarter of 2015 from $3.5 million during the first quarter of 2014. As a percentage of TMS revenues, operating income increased to 7.1% during the first quarter of 2015 from 6.1% during the first quarter of 2014, primarily as a result of the factors above.

Interest Expense

Interest expense increased to $4.6 million during the first quarter of 2015 from $2.3 million during the first quarter of 2014, primarily as a result of the increased debt resulting from our 2014 acquisitions.

Income Tax

Income tax provision was $8.6 million during the first quarter of 2015 compared to $6.6 million during the first quarter of 2014. The effective tax rate was 38.7% during both the first quarter of 2015 and 2014. The effective income tax rate varies from the federal statutory rate of 35.0% primarily due to state income taxes as well as the impact of items causing permanent differences.

Net Income Available to Common Stockholders

Net income available to common stockholders was $13.6 million during the first quarter of 2015 compared to $10.4 million during the first quarter of 2014.

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Liquidity and Capital Resources

Our primary sources of cash have been borrowings under our revolving credit facility, cash flows from operations, and sales of securities. Our primary cash needs are and have been to execute our acquisition strategy, fund normal working capital requirements, finance capital expenditures, and repay our indebtedness. As of March 31, 2015, we had $12.0 million in cash and cash equivalents, $90.9 million of availability under our credit facility, and $175.8 million in net working capital. As we continue to execute on our acquisition and growth strategy, additional financing may be necessary within the next 12 months.

Although we can provide no assurances, amounts available under our credit facility, net cash provided by operating activities, and available cash and cash equivalents should be adequate to finance working capital and planned capital expenditures for at least the next 12 months. Thereafter, we may find it necessary to obtain additional equity or debt financing as we continue to execute our business strategy.

Our credit facility consists of a $200.0 million term loan and a revolving credit facility up to a maximum aggregate amount of $350.0 million, of which up to $10.0 million may be used for Swing Line Loans (as defined in the credit agreement) and up to $30.0 million may be used for letters of credit. The credit facility matures on July 9, 2019.

Advances under our credit facility bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.0%, or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.0%.

Our credit agreement contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. In addition, our credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. As of and during the three months ended March 31, 2015, we were in compliance with the financial covenants contained in the credit agreement. Our credit agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the credit agreement to be in full force and effect, and a change of control of our business.

Cash Flows

A summary of operating, investing, and financing activities are shown in the following table (in thousands):

	Three Months Ended
	March 31,
	2015			2014
Net cash provided by (used in):
Operating activities	$	12,284		$	(7,392	)
Investing activities	(15,311		)	(110,661		)
Financing activities	3,666			122,157
Net change in cash and cash equivalents	$	639		$	4,104

Cash Flows from Operating Activities

Cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization, share-based compensation, provision for bad debts, deferred taxes, and the effect of changes in working capital and other activities.

The difference between our $13.6 million net income and the $12.3 million cash provided by operating activities during the three months ended March 31, 2015 was primarily attributable to a $3.9 million increase in our accounts receivable, a $1.1 million increase in our prepaid expenses and other assets, a $6.2 million decrease in accrued expenses, and excess tax benefit on share-based compensation of $0.8 million, which was primarily offset by a $11.3 million increase in accounts payable, $7.4 million of depreciation and amortization, deferred tax provision of $0.6 million, $0.8 million of share-based compensation, $0.6 million of provision for bad debt, and loss on disposal of buildings and equipment of $0.1 million.

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Cash Flows from Investing Activities

Cash used in investing activities was $15.3 million during the three months ended March 31, 2015, which primarily reflects $15.8 million of capital expenditures used to support our operations. These payments were offset by the proceeds from the sale of buildings and equipment of $0.5 million.

Cash Flows from Financing Activities

Cash provided by financing activities was $3.7 million during the three months ended March 31, 2015, which primarily reflects net borrowings of $3.5 million under our credit facility, payment of contingent earnouts of $2.0 million, proceeds from the issuance of common stock upon the exercise of stock options of $1.3 million, and excess tax benefits on share-based compensation of $0.8 million.

Critical Accounting Policies and Estimates

In preparing our condensed consolidated financial statements, we applied the same critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2014 that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenues, and expenses.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Commodity Risk

In our TL, LTL, and TMS businesses, our primary market risk centers on fluctuations in fuel prices, which can affect our profitability. Diesel fuel prices fluctuate significantly due to economic, political, and other factors beyond our control. Our ICs and purchased power providers pass along the cost of diesel fuel to us, and we in turn attempt to pass along some or all of these costs to our customers through fuel surcharge revenue programs. There can be no assurance that our fuel surcharge revenue programs will be effective in the future. Market pressures may limit our ability to pass along our fuel surcharges.

Interest Rate Risk

We have exposure to changes in interest rates on our revolving credit facility and term loan. The interest rate on our revolving credit facility and term loan fluctuate based on the prime rate or LIBOR plus an applicable margin. Assuming our $350.0 million revolving credit facility was fully drawn and taking into consideration the outstanding term loan of $192.5 million as of March 31, 2015, a 1.0% increase in the borrowing rate would increase our annual interest expense by $5.4 million. We do not use derivative financial instruments for speculative trading purposes and are not engaged in any interest rate swap agreements.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2015, our disclosure controls and procedures were effective, with reasonable assurance, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we are involved in litigation and proceedings in the ordinary course of our business. We are not currently involved in any legal proceeding that we believe would have a material effect on our business or financial condition.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a high degree of risk. You should carefully consider the factors described in our Annual Report on Form 10-K for the year ended December 31, 2014 in analyzing an investment in our common stock. If any such risks occur, our business, financial condition, and results of operations would likely suffer, the trading price of our common stock would decline, and you could lose all or part of the money you paid for our common stock. In addition, the risk factors and uncertainties could cause our actual results to differ materially from those projected in our forward-looking statements, whether made in this report or other documents we file with the SEC, or our annual report to stockholders, future press releases, or orally, whether in presentations, responses to questions, or otherwise.

There have been no material changes to the Risk Factors described under “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
10.26	Form of Performance Restricted Stock Unit Agreement (1)
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to the Registrant's Current Report on Form 8-K as filed with the SEC on February 24, 2015

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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 thereunto duly authorized.

		ROADRUNNER TRANSPORTATION SYSTEMS, INC.
Date: May 7, 2015	By:	/s/ Mark A. DiBlasi
		Mark A. DiBlasi
		President and Chief Executive Officer (Principal Executive Officer)
Date: May 7, 2015	By:	/s/ Peter R. Armbruster
		Peter R. Armbruster
		Chief Financial Officer, Treasurer, and Secretary (Principal Financial Officer and Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Mark A. DiBlasi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015	/s/ Mark A. DiBlasi
	Mark A. DiBlasi President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Peter R. Armbruster, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2015	/s/ Peter R. Armbruster
	Peter R. Armbruster Chief Financial Officer, Treasurer, and Secretary

EX-32.1

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc. (the “Company”) for the quarterly period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. DiBlasi, Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Mark A. DiBlasi

Mark A. DiBlasi

President and Chief Executive Officer

Date: May 7, 2015

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Roadrunner Transportation Systems, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc. (the “Company”) for the quarterly period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter R. Armbruster, Chief Financial Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Peter R. Armbruster

Peter R. Armbruster

Chief Financial Officer, Treasurer and Secretary

Date: May 7, 2015

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Roadrunner Transportation Systems, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

XML

Earnings Per Share (Details) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Basic weighted average stock outstanding	38,011	37,689
Dilutive weighted average stock outstanding	39,341	39,183
Warrant [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Warrants	1,140	1,201
Employee Stock Option [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Employee stock options	125	222
Restricted Stock Units (RSUs) [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Employee stock options	65	71

XML

(Amortization of Intangibles) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder 2014	$ 6,218
2015	8,205
2016	8,084
2017	7,821
2018	7,517
2019	7,144
Thereafter	32,810
Net Carrying Value	$ 77,799	$ 79,878

XML

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Schedule of financial data of reportable segments

	Three Months Ended
	March 31,
	2015			2014
Revenues:
TL	$	282,198		$	193,885
LTL	131,645			135,001
TMS	82,029			56,626
Eliminations	(6,902		)	(3,481		)
Total	488,970			382,031
Operating income:
TL	$	15,905		$	11,965
LTL	8,659			6,745
TMS	5,831			3,476
Corporate	(3,593		)	(2,947		)
Total operating income	26,802			19,239
Interest expense	4,609			2,250
Income before provision for income taxes	$	22,193		$	16,989
Depreciation and amortization:
TL	$	4,713		$	3,182
LTL	835			657
TMS	1,001			718
Corporate	328			186
Total	$	6,877		$	4,743
Capital expenditures:
TL	$	14,162		$	9,417
LTL	824			1,711
TMS	161			203
Corporate	686			870
Total	$	15,833		$	12,201

	March 31, 2015			December 31, 2014
Assets:
TL	$	712,888		$	691,096
LTL	773,540			782,268
TMS	242,118			242,512
Corporate	5,262			4,919
Eliminations	(464,057		)	(462,975		)
	$	1,269,751		$	1,257,820

XML

Commitments and Contingencies (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Insurance Claims [Member]
Commitments and Contingencies (Textual) [Abstract]
Liability and cargo insurance coverage for claims	$ 500,000
Cargo Claims [Member]
Commitments and Contingencies (Textual) [Abstract]
Liability and cargo insurance coverage for claims	100,000
Uninsured Risk [Member]
Commitments and Contingencies (Textual) [Abstract]
Reserves for estimated uninsured losses	$ 5,400,000	$ 5,800,000

XML

Long-Term Debt (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Jul. 09, 2014	Aug. 09, 2013
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 200.0
Term loan			175.0
Debt Instrument Maturities Quarterly Repayments of Principal		2.5
Debt Instrument, Maturity Date	Jul. 09, 2019
Revolving Credit Facility, Capacity Available for Letter of Credit	30.0
Outstanding letters of credit	18.1
Total availability under revolving credit facility	90.9
Average interest rate on credit agreement	2.90%
Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity		350.0
Eurocurrency [Member]
Line of Credit Facility [Line Items]
Interest rate applicable margin range, Minimum	2.00%
Interest Rate applicable margin range, Maximum	3.00%
Base Rate [Member]
Line of Credit Facility [Line Items]
Interest rate applicable margin range, Minimum	1.00%
Interest Rate applicable margin range, Maximum	2.00%
Term Loan Facility Maturing [Member]
Line of Credit Facility [Line Items]
Term loan		$ 200.0

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Fair Value Measurement

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair value measurement

4. Fair Value Measurement

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

The contingent purchase price related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value. The following table presents information, as of March 31, 2015 and December 31, 2014, about the Company’s financial liabilities (in thousands):

	March 31, 2015
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	5,708	$	5,708
Total liabilities at fair value	$	—	$	—	$	5,708	$	5,708

	December 31, 2014
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	7,665	$	7,665
Total liabilities at fair value	$	—	$	—	$	7,665	$	7,665

In measuring the fair value of the contingent purchase price liability, the Company used an income approach that considers the expected future earnings of the acquired businesses based on historical performance and the resulting contingent payments, discounted at a risk-adjusted rate.

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three months ended March 31, 2015 and 2014 and the year ended December 31, 2014 (in thousands):

	Three Months Ended					Year Ended
	March 31,					December 31,
	2015			2014		2014
Balance, beginning of period	$	7,665		$	17,054	$	17,054
Payments of contingent purchase obligations	(1,957		)	—		(4,804		)
Adjustments to contingent purchase obligations	—			195		(4,585		)
Balance, end of period	$	5,708		$	17,249	$	7,665

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Sep. 12, 2011
Related Party Transactions (Textual) [Abstract]
Related Party Transaction, Amount	$ 0.1
Annual advisory fee		$ 0.1

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Acquisitions Acquisitions (Pro Forma) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Business Acquisition [Line Items]
Revenue of acquiree since acquisition date, actual	$ 20,400,000
Earnings or loss of acquiree since acquisition date, actual	2,100,000
2014 [Member]
Business Acquisition [Line Items]
Pro Forma Revenue	496,364,000
Pro Forma Net income (Loss)	$ 14,409,000

XML

Acquisitions (Purchase Price Allocation) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions
Goodwill	$ 669,740	$ 669,652
2014 [Member]
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions
Accounts receivable	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,012
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	82,394
Total	$ 230,818

XML

Segment Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 Segment	Mar. 31, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Number of Operating Segments	3
Schedule of financial data of reportable segments
Revenues	$ 488,970	$ 382,031
Operating Income	26,802	19,239
Interest expense	4,609	2,250
Income before provision for income taxes	22,193	16,989
Depreciation and amortization	6,877	4,743
Capital expenditures, cash and non-cash	15,833	12,201
Total assets	1,269,751		1,257,820
TL [Member]
Schedule of financial data of reportable segments
Revenues	282,198	193,885
Operating Income	15,905	11,965
Depreciation and amortization	4,713	3,182
Capital expenditures, cash and non-cash	14,162	9,417
Total assets	712,888		691,096
LTL [Member]
Schedule of financial data of reportable segments
Revenues	131,645	135,001
Operating Income	8,659	6,745
Depreciation and amortization	835	657
Capital expenditures, cash and non-cash	824	1,711
Total assets	773,540		782,268
TMS [Member]
Schedule of financial data of reportable segments
Revenues	82,029	56,626
Operating Income	5,831	3,476
Depreciation and amortization	1,001	718
Capital expenditures, cash and non-cash	161	203
Total assets	242,118		242,512
Corporate, Non-Segment [Member]
Schedule of financial data of reportable segments
Operating Income	(3,593)	(2,947)
Depreciation and amortization	328	186
Capital expenditures, cash and non-cash	686	870
Total assets	5,262		4,919
Consolidation, Eliminations [Member]
Schedule of financial data of reportable segments
Revenues	(6,902)	(3,481)
Total assets	$ (464,057)		$ (462,975)

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(Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Goodwill and Intangible Assets (Additional Textual) [Abstract]
Impairment of goodwill	$ 0
Amortization of Intangible Assets	$ 2,100,000	$ 1,100,000
Customer Relationships [Member] | Minimum [Member]
Goodwill and Intangible Assets (Textual) [Abstract]
Period of amortization of intangible assets	5 years
Customer Relationships [Member] | Maximum [Member]
Goodwill and Intangible Assets (Textual) [Abstract]
Period of amortization of intangible assets	12 years

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(Goodwill acquired in business combination by reportable segment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	$ 669,652
Goodwill, Purchase Accounting Adjustments	88
Goodwill balance as of March 31, 2015	669,740
LTL [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	197,312
Goodwill, Purchase Accounting Adjustments	0
Goodwill balance as of March 31, 2015	197,312
TL [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	319,051
Goodwill, Purchase Accounting Adjustments	88
Goodwill balance as of March 31, 2015	319,139
TMS [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	153,289
Goodwill, Purchase Accounting Adjustments	0
Goodwill balance as of March 31, 2015	$ 153,289

XML

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

3. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company performs an impairment test of goodwill annually as of July 1. The 2014 impairment test did not result in any impairment losses. There is no goodwill impairment for any of the periods presented in the Company's condensed consolidated financial statements.

The following is a rollforward of goodwill from December 31, 2014 to March 31, 2015 by reportable segment (in thousands):

	TL		LTL		TMS		Total
Goodwill balance as of December 31, 2014	$	319,051	$	197,312	$	153,289	$	669,652
Adjustments to goodwill for purchase accounting	88		—		—		88
Goodwill balance as of March 31, 2015	$	319,139	$	197,312	$	153,289	$	669,740

Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets as of March 31, 2015 and December 31, 2014 were as follows (in thousands):

	March 31, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
TL	$	60,173	$	(9,729	)	$	50,444	$	60,173	$	(8,356	)	$	51,817
LTL	1,358		(967		)	391		1,358		(950		)	408
TMS	31,522		(4,558		)	26,964		31,522		(3,869		)	27,653
Total	$	93,053	$	(15,254	)	$	77,799	$	93,053	$	(13,175	)	$	79,878

The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $2.1 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively. Estimated amortization expense for each of the next five years based on intangible assets as of March 31, 2015 is as follows (in thousands):

Remainder 2015	$	6,218
2016	8,205
2017	8,084
2018	7,821
2019	7,517
2020	7,144
Thereafter	32,810
Total	$	77,799

XML

(Intangible Assets Acquired from Business Acquisitions) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Intangible assets
Gross Carrying Amount	$ 93,053	$ 93,053
Accumulated Amortization	(15,254)	(13,175)
Net Carrying Value	77,799	79,878
TL [Member]
Intangible assets
Gross Carrying Amount	60,173	60,173
Accumulated Amortization	(9,729)	(8,356)
Net Carrying Value	50,444	51,817
LTL [Member]
Intangible assets
Gross Carrying Amount	1,358	1,358
Accumulated Amortization	(967)	(950)
Net Carrying Value	391	408
TMS [Member]
Intangible assets
Gross Carrying Amount	31,522	31,522
Accumulated Amortization	(4,558)	(3,869)
Net Carrying Value	$ 26,964	$ 27,653

XML

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Taxes (Textual) [Abstract]
Effective income tax rate	38.70%	38.70%
Federal corporate income tax rate	35.00%

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 11,984	$ 11,345
Accounts receivable, net of allowances of $4,493 and $4,209, respectively	287,625	284,379
Deferred income taxes	7,737	8,607
Prepaid expenses and other current assets	46,576	46,658
Total current assets	353,922	350,989
Property and equipment, net of accumulated depreciation of $51,458 and $47,629 respectively	156,956	146,850
Other assets:
Goodwill	669,740	669,652
Intangible assets, net	77,799	79,878
Other noncurrent assets	11,334	10,451
Total other assets	758,873	759,981
Total assets	1,269,751	1,257,820
Current liabilities:
Current maturities of long-term debt	10,000	10,000
Accounts payable	107,451	118,743
Accrued expenses and other liabilities	48,670	42,352
Total current liabilities	166,121	171,095
Long-term debt, net of current maturities	423,500	420,000
Other long-term liabilities	104,805	107,950
Total liabilities	694,426	699,045
Common stock $.01 par value; 100,000 shares authorized; 38,147 and 37,925 shares issued and outstanding	381	379
Additional paid-in capital	393,669	390,725
Retained earnings	181,275	167,671
Total stockholders’ investment	575,325	558,775
Total liabilities and stockholders’ investment	$ 1,269,751	$ 1,257,820

XML

Organization, Nature of Business and Significant Accounting Policies

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Nature of Business and Significant Accounting Policies

1. Organization, Nature of Business and Significant Accounting Policies

Nature of Business

Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 47 TL service centers, five freight consolidation and inventory management centers, and 26 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 44 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its TMS business, the Company operates from 11 service centers and nine dispatch offices throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and TMS.

New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2017. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which is effective for the Company in 2016 and must be applied retrospectively for all periods presented. This guidance simplifies the presentation of debt issuance costs. Under the revised Accounting Standard, the Company would be required to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. Amortization of the debt issuance costs should be reported as interest expense. The Accounting Standards Update does not affect the recognition and measurement for debt issuance costs. Early adoption of the revised Accounting Standard is permitted. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-04, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

XML

Fair Value Measurement Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) (Level 3 [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Balance, beginning of period	$ 7,665	$ 17,054	$ 17,054
Payments of contingent purchase obligations	1,957	0	4,804
Adjustments to contingent purchase obligation	0	195	(4,585)
Balance, end of period	$ 5,708	$ 17,249	$ 7,665

XML

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Long-term debt

	March 31, 2015			December 31, 2014
Senior debt:
Revolving credit facility	$	241,000		$	235,000
Term loan	192,500			195,000
Total debt	433,500			430,000
Less: Current maturities	(10,000		)	(10,000		)
Total long-term debt, net of current maturities	$	423,500		$	420,000

XML

Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Senior debt:
Total debt	$ 433,500	$ 430,000
Less: Current maturities	(10,000)	(10,000)
Total long-term debt, net of current maturities	423,500	420,000
Revolving credit facility [Member]
Senior debt:
Total debt	241,000	235,000
Term loans [Member]
Senior debt:
Total debt	$ 192,500	$ 195,000

XML

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Reconciling basic weighted average stock outstanding to diluted weighted average stock outstanding

	Three Months Ended
	March 31,
	2015	2014
Basic weighted average common stock outstanding	38,011	37,689
Effect of dilutive securities
Employee stock options	125	222
Warrants	1,140	1,201
Restricted stock units	65	71
Diluted weighted average common stock outstanding	39,341	39,183

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Acquisitions

3 Months Ended

Mar. 31, 2015

Business Combinations [Abstract]

Acquisitions

2. Acquisitions

On February 24, 2014, the Company acquired all of the outstanding stock of Rich Logistics and Everett Transportation Inc. and certain assets of Keith Everett (collectively, "Rich Logistics") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $46.5 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

On March 14, 2014, the Company acquired all of the outstanding stock of Unitrans, Inc. ("Unitrans") for the purpose of expanding its current market presence in the TMS segment. Cash consideration paid was $53.3 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

On July 18, 2014, the Company acquired all of the outstanding stock of ISI Acquisition Corp. (which wholly owns Integrated Services, Inc. and ISI Logistics Inc.) and ISI Logistics South, Inc. (collectively, "ISI") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $13.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

On August 27, 2014, the Company acquired all of the outstanding stock of Active Aero Group Holdings, Inc. ("Active Aero") for the purpose of expanding its presence within the TL segment. Cash consideration paid was $118.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

The acquisitions of Rich Logistics, Unitrans, ISI, and Active Aero (collectively, "2014 acquisitions") are considered individually immaterial, but material in the aggregate. The following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2014 acquisitions in the aggregate (in thousands):

	2014 Acquisitions
Accounts receivable	$	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,012
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	(82,394		)
Total	$	230,818

The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Goodwill associated with the 2014 acquisitions will not be deductible for tax purposes. Purchase accounting is considered final for the 2014 acquisitions of Rich Logistics and Unitrans. Purchase accounting is considered final for the 2014 acquisitions of ISI and Active Aero except for deferred taxes, goodwill, and with respect to certain long-term asset valuations as financial information was not available as of March 31, 2015.

From the dates of acquisition through March 31, 2014, the 2014 acquisitions contributed revenues of $20.4 million for the three months ended March 31, 2014, and contributed net income of $2.1 million for the three months ended March 31, 2014 before the incremental acquisition transaction expenses associated with each acquisition. The following supplemental unaudited pro forma financial information of the Company for the three months ended March 31, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands).

	Three Months Ended
	March 31,
	2014
Revenues	$	496,364
Net income	$	14,409

The supplemental unaudited pro forma financial information above is presented for informational purposes only. It is not intended to project the future financial position or operating results of the combined company.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances	$ 4,493	$ 4,209
Property and equipment, net of accumulated depreciation	$ 51,458	$ 47,629
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	38,147	37,925
Common stock, shares outstanding	38,147	37,925

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Segment Reporting

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Segment reporting

12. Segment Reporting

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and TMS.

These reportable segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes acquisition transaction expenses, corporate salaries, and share-based compensation expense.

The following table reflects certain financial data of the Company’s reportable segments for the three months ended March 31, 2015 and 2014 and as of March 31, 2015 and December 31, 2014 (in thousands):

	Three Months Ended
	March 31,
	2015			2014
Revenues:
TL	$	282,198		$	193,885
LTL	131,645			135,001
TMS	82,029			56,626
Eliminations	(6,902		)	(3,481		)
Total	488,970			382,031
Operating income:
TL	$	15,905		$	11,965
LTL	8,659			6,745
TMS	5,831			3,476
Corporate	(3,593		)	(2,947		)
Total operating income	26,802			19,239
Interest expense	4,609			2,250
Income before provision for income taxes	$	22,193		$	16,989
Depreciation and amortization:
TL	$	4,713		$	3,182
LTL	835			657
TMS	1,001			718
Corporate	328			186
Total	$	6,877		$	4,743
Capital expenditures:
TL	$	14,162		$	9,417
LTL	824			1,711
TMS	161			203
Corporate	686			870
Total	$	15,833		$	12,201

	March 31, 2015			December 31, 2014
Assets:
TL	$	712,888		$	691,096
LTL	773,540			782,268
TMS	242,118			242,512
Corporate	5,262			4,919
Eliminations	(464,057		)	(462,975		)
	$	1,269,751		$	1,257,820

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	May 05, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Roadrunner Transportation Systems, Inc.
Entity Central Index Key	0001440024
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		38,147,991

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Organization, Nature of Business and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Nature of Business

Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 47 TL service centers, five freight consolidation and inventory management centers, and 26 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 44 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its TMS business, the Company operates from 11 service centers and nine dispatch offices throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States.

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

Segment Reporting

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and TMS.

New Accounting Pronouncements

New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2017. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which is effective for the Company in 2016 and must be applied retrospectively for all periods presented. This guidance simplifies the presentation of debt issuance costs. Under the revised Accounting Standard, the Company would be required to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. Amortization of the debt issuance costs should be reported as interest expense. The Accounting Standards Update does not affect the recognition and measurement for debt issuance costs. Early adoption of the revised Accounting Standard is permitted. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued Accounting Standards Update No. 2015-04, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
Revenues	$ 488,970	$ 382,031
Operating expenses:
Purchased transportation costs	328,491	264,019
Personnel and related benefits	62,055	42,932
Other operating expenses	64,745	50,719
Depreciation and amortization	6,877	4,743
Acquisition transaction expenses	0	379
Total operating expenses	462,168	362,792
Operating income	26,802	19,239
Interest expense	4,609	2,250
Income before provision for income taxes	22,193	16,989
Provision for income taxes	8,589	6,575
Net income available to common stockholders	$ 13,604	$ 10,414
Earnings per share available to common stockholders:
Basic	$ 0.36	$ 0.28
Diluted	$ 0.35	$ 0.27
Weighted average common stock outstanding:
Basic	38,011	37,689
Diluted	39,341	39,183

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Earnings Per Share

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Earnings Per Share

7. Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For the three months ended March 31, 2015 and 2014, diluted earnings per share was calculated by dividing net income available to common stockholders by the weighted average common stock outstanding plus stock equivalents that would arise from the assumed exercise of stock options, the conversion of warrants, and the delivery of stock underlying restricted stock units using the treasury stock method. There is no difference, for any of the periods presented, in the amount of net income available to common stockholders used in the computation of basic and diluted earnings per share.

As of March 31, 2015 and 2014, all stock options, warrants, and restricted stock units were included in the computation of diluted earnings per share. The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands):

	Three Months Ended
	March 31,
	2015	2014
Basic weighted average common stock outstanding	38,011	37,689
Effect of dilutive securities
Employee stock options	125	222
Warrants	1,140	1,201
Restricted stock units	65	71
Diluted weighted average common stock outstanding	39,341	39,183

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Stockholders' Investment

3 Months Ended

Mar. 31, 2015

Equity [Abstract]

Stockholders' investment

6. Stockholders’ Investment

Changes in stockholders’ investment for the three months ended March 31, 2015 and 2014 consisted of the following (in thousands):

	Three Months Ended
	March 31,
	2015		2014
Beginning balance	$	558,775	$	500,365
Net income	13,604		10,414
Share-based compensation	796		481
Issuance of common stock from share-based compensation	1,339		2,403
Excess tax benefit on share-based compensation	811		1,031
Ending balance	$	575,325	$	514,694

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Stockholders' Investment (Tables)

3 Months Ended

Mar. 31, 2015

Equity [Abstract]

Schedule of changes in stockholders' investment

	Three Months Ended
	March 31,
	2015		2014
Beginning balance	$	558,775	$	500,365
Net income	13,604		10,414
Share-based compensation	796		481
Issuance of common stock from share-based compensation	1,339		2,403
Excess tax benefit on share-based compensation	811		1,031
Ending balance	$	575,325	$	514,694

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2015

Business Combinations [Abstract]

Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions

	2014 Acquisitions
Accounts receivable	$	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,012
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	(82,394		)
Total	$	230,818

2014 [Member]

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

The following supplemental unaudited pro forma financial information of the Company for the three months ended March 31, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands).

	Three Months Ended
	March 31,
	2014
Revenues	$	496,364
Net income	$	14,409

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

10. Commitments and Contingencies

In the ordinary course of business, the Company is a defendant in several property and other claims. In the aggregate, the Company does not believe any of these claims will have a material impact on its consolidated financial statements. The Company maintains liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company believes it has adequate insurance to cover losses in excess of the deductible amount. As of March 31, 2015 and December 31, 2014, the Company had reserves for estimated uninsured losses of $5.4 million and $5.8 million, respectively.

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

The effective income tax rate was 38.7% for both the three months ended March 31, 2015 and 2014. In determining the provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and the Company's best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, and adjustments for permanent differences.

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Guarantees (Notes)

3 Months Ended

Mar. 31, 2015

Guarantees [Abstract]

Guarantees

9. Guarantees

The Company provides a guarantee for a portion of the value of certain independent contractors' ("IC") leased tractors.  The guarantees expire at various dates through 2020.  The potential maximum exposure under these lease guarantees was approximately $19.3 million as of March 31, 2015.  The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of March 31, 2015.  However, upon an IC default, the Company has the option to purchase the tractor or return the tractor to the leasing company if the residual value is greater than the Company’s guarantee. Alternatively, the Company can contract another IC to assume the lease.  There were no material IC defaults during the three months ended March 31, 2015 and 2014. Payments made by the Company under the guarantees were de minimis for the three months ended March 31, 2015 and 2014. No liability related to these lease guarantees was recorded as of March 31, 2015 or December 31, 2014.

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Related Party Transactions

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Related party transactions

11. Related Party Transactions

The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) to pay transaction fees and an annual advisory fee of $0.1 million. As of March 31, 2015, the Company owed $0.1 million to HCI for the advisory fee and travel expenses incurred. No money was paid to HCI for the three months ended March 31, 2015 or 2014.

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Fair Value Measurement (Liabilities on Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Financial liabilities measured at fair value on a recurring basis
Total liabilities at fair value	$ 5,708	$ 7,665
Income approach valuation technique [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	5,708	7,665
Level 1 [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	0	0
Level 2 [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	0	0
Total liabilities at fair value	0	0
Level 3 [Member]
Financial liabilities measured at fair value on a recurring basis
Total liabilities at fair value	5,708	7,665
Level 3 [Member] | Income approach valuation technique [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	$ 5,708	$ 7,665

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Financial liabilities measured at fair value on a recurring basis

	March 31, 2015
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	5,708	$	5,708
Total liabilities at fair value	$	—	$	—	$	5,708	$	5,708

	December 31, 2014
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	7,665	$	7,665
Total liabilities at fair value	$	—	$	—	$	7,665	$	7,665

Schedule of reconciliation of beginning and ending Level 3 financial liability balance

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three months ended March 31, 2015 and 2014 and the year ended December 31, 2014 (in thousands):

	Three Months Ended					Year Ended
	March 31,					December 31,
	2015			2014		2014
Balance, beginning of period	$	7,665		$	17,054	$	17,054
Payments of contingent purchase obligations	(1,957		)	—		(4,804		)
Adjustments to contingent purchase obligations	—			195		(4,585		)
Balance, end of period	$	5,708		$	17,249	$	7,665

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Organization Nature of Business and Significant Accounting Policies (Details Textual)	3 Months Ended
	Mar. 31, 2015 Segment
Operations [Line Items]
Number of Operating Segments	3
TL [Member]
Operations [Line Items]
Number of Service Centers	47
Number of Dispatch Offices	26
Number of Consolidation Facilities	5
Number of Independent Agents	100
LTL [Member]
Operations [Line Items]
Number of Service Centers	44
Number of Delivery Agents	160
TMS [Member]
Operations [Line Items]
Number of Service Centers	11
Number of Dispatch Offices	9

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Guarantees (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Guarantor Obligations [Line Items]
Guarantees ExpirationYear	2020
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 19.3

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Net Income	$ 13,604	$ 10,414
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,395	5,447
Loss (gain) on disposal of property and equipment	109	(40)
Share-based compensation	796	481
Provision for bad debts	612	2,865
Excess tax benefit on stock-based compensation	(811)	(1,031)
Deferred tax provision	607	3,041
Changes in:
Accounts receivable	(3,858)	(22,726)
Prepaid expenses and other assets	(1,109)	2,240
Accounts payable	(11,292)	(2,243)
Accrued expenses and other liabilities	6,231	(5,840)
Net cash provided by (used in) operating activities	12,284	(7,392)
Cash flows from investing activities:
Acquisition of business, net of cash acquired	0	(101,057)
Capital expenditures	(15,833)	(11,183)
Proceeds from sale of buildings and equipment	522	1,579
Net cash used in investing activities	(15,311)	(110,661)
Cash flows from financing activities:
Borrowings under revolving credit facilities	32,764	146,744
Payments under revolving credit facilities	(26,764)	(25,813)
Long-term debt payments	(2,500)	(2,188)
Payments of contingent earnouts	1,957	0
Proceeds from Issuance of Common Stock, net of issuance costs	1,339	2,403
Excess tax benefit from share-based compensation	811	1,031
Reduction of capital lease obligation	(27)	(20)
Net cash provided by financing activities	3,666	122,157
Net increase in cash and cash equivalents	639	4,104
Cash and cash equivalents:
Beginning of period	11,345	5,438
End of period	11,984	9,542
Supplemental cash flow information:
Cash paid for interest	4,011	1,803
Cash paid for income taxes, net	1,105	536
Noncash capital expenditures	$ 0	$ 1,018

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Long-Term Debt

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Long-term debt

5. Long-Term Debt

Long-term debt as of March 31, 2015 and December 31, 2014 consisted of the following (in thousands):

	March 31, 2015			December 31, 2014
Senior debt:
Revolving credit facility	$	241,000		$	235,000
Term loan	192,500			195,000
Total debt	433,500			430,000
Less: Current maturities	(10,000		)	(10,000		)
Total long-term debt, net of current maturities	$	423,500		$	420,000

On July 9, 2014, the Company entered into a fifth amended and restated credit agreement (the "credit agreement") with U.S. Bank National Association and other lenders, which increased the revolving credit facility from $200.0 million to $350.0 million and the term loan from $175.0 million to $200.0 million. The credit facility matures on July 9, 2019. Principal on the term loan is due in quarterly installments of $2.5 million. The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy as defined in Note 4. The carrying value of the Company's long-term debt approximates fair value as the debt agreement bears interest based on prevailing variable market rates currently available. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. Additionally, the credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The current debt agreement prohibits the Company from paying dividends without the consent of the lenders. Borrowings under the credit agreement bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.0%, or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.0%. The revolving credit facility also provides for the issuance of up to $30.0 million in letters of credit. As of March 31, 2015, the Company had outstanding letters of credit totaling $18.1 million. As of March 31, 2015, total availability under the revolving credit facility was $90.9 million and the average interest rate on the credit agreement was 2.9%.

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Acquisitions (Details Textual) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended	0 Months Ended
	Feb. 24, 2014	Mar. 31, 2015	Mar. 14, 2014	Jul. 18, 2014	Aug. 27, 2014
Rich Logistics [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition		Feb. 24, 2014
Consideration Transferred	$ 46.5
Unitrans [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition		Mar. 14, 2014
Consideration Transferred			53.3
ISI [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition		Jul. 18, 2014
Consideration Transferred				13.0
Active Aero [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition		Aug. 27, 2014
Consideration Transferred					$ 118.0

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Stockholders' Investment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Stockholders' investment:
Beginning balance	$ 558,775	$ 500,365
Net Income	13,604	10,414
Share-based Compensation	796	481
Issuance of common stock from share-based compensation	1,339	2,403
Excess tax benefit on share-based compensation	811	1,031
Ending balance	$ 575,325	$ 514,694

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Rollforward of goodwill by reportable segment

	TL		LTL		TMS		Total
Goodwill balance as of December 31, 2014	$	319,051	$	197,312	$	153,289	$	669,652
Adjustments to goodwill for purchase accounting	88		—		—		88
Goodwill balance as of March 31, 2015	$	319,139	$	197,312	$	153,289	$	669,740

Intangible assets

	March 31, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
TL	$	60,173	$	(9,729	)	$	50,444	$	60,173	$	(8,356	)	$	51,817
LTL	1,358		(967		)	391		1,358		(950		)	408
TMS	31,522		(4,558		)	26,964		31,522		(3,869		)	27,653
Total	$	93,053	$	(15,254	)	$	77,799	$	93,053	$	(13,175	)	$	79,878

Estimated amortization expense

Remainder 2015	$	6,218
2016	8,205
2017	8,084
2018	7,821
2019	7,517
2020	7,144
Thereafter	32,810
Total	$	77,799