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 June 30, 2019

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.)
1431 Opus Place, Suite 530 Downers Grove, Illinois	60515
(Address of Principal Executive Offices)	(Zip Code)

(414) 615-1500

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	RRTS	The New York Stock Exchange

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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 August 1, 2019, there were outstanding 37,637,122 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 JUNE 30, 2019

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 Stockholders' Investment (Deficit)	3
Condensed Consolidated Statements of Cash Flows	4
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures about Market Risk	43
Item 4. Controls and Procedures	44
PART II. OTHER INFORMATION	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	47
Item 5. Other Information	48
Item 6. Exhibits	49
Signatures	50

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 (Unaudited)

(In thousands, except par value)	June 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	4,896		$	11,179
Accounts receivable, net of allowances of $8,260 and $9,980, respectively	243,457			274,843
Income tax receivable	2,366			3,910
Prepaid expenses and other current assets	50,103			61,106
Total current assets	300,822			351,038
Property and equipment, net of accumulated depreciation of $153,335 and $130,077, respectively	212,945			188,706
Other assets:
Operating lease right-of-use asset	114,523			—
Goodwill	171,900			264,826
Intangible assets, net	37,144			42,526
Other noncurrent assets	5,987			6,361
Total other assets	329,554			313,713
Total assets	$	843,321		$	853,457
LIABILITIES AND STOCKHOLDERS’ INVESTMENT (DEFICIT)
Current liabilities:
Current maturities of debt	$	2,566		$	13,171
Current maturities of indebtedness to related party	9,133			—
Current finance lease liability	21,799			13,229
Current operating lease liability	35,373			—
Accounts payable	132,549			160,242
Accrued expenses and other current liabilities	89,889			110,943
Total current liabilities	291,309			297,585
Deferred tax liabilities	3,225			3,953
Other long-term liabilities	3,339			7,857
Long-term finance lease liability	72,150			37,737
Long-term operating lease liability	85,223			—
Long-term debt, net of current maturities	134,830			155,596
Long-term indebtedness to related party	31,848			—
Preferred stock	—			402,884
Total liabilities	621,924			905,612
Commitments and contingencies (Note 12)
Stockholders’ investment (deficit):
Common stock $.01 par value; 44,000 and 4,200 shares authorized, respectively; 37,637 and 1,556 shares issued and outstanding, respectively	376			16
Additional paid-in capital	847,383			405,243
Retained deficit	(626,362		)	(457,414		)
Total stockholders’ investment (deficit)	221,397			(52,155		)
Total liabilities and stockholders’ investment (deficit)	$	843,321		$	853,457

See accompanying notes to unaudited condensed consolidated financial statements.

1

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues	$	480,688		$	558,026		$	987,836		$	1,128,010
Operating expenses:
Purchased transportation costs	317,785			380,072			660,560			781,035
Personnel and related benefits	81,686			75,838			160,901			151,725
Other operating expenses	95,939			99,712			185,553			197,211
Depreciation and amortization	14,788			9,124			30,330			18,189
Operations restructuring costs	—			4,655			—			4,655
Impairment charges	108,331			—			109,109			—
Total operating expenses	618,529			569,401			1,146,453			1,152,815
Operating loss	(137,841		)	(11,375		)	(158,617		)	(24,805		)
Interest expense:
Interest expense - preferred stock	—			31,609			—			38,724
Interest expense - debt	4,632			2,623			8,514			5,051
Total interest expense	4,632			34,232			8,514			43,775
Loss on debt restructuring	—			—			2,270			—
Loss before income taxes	(142,473		)	(45,607		)	(169,401		)	(68,580		)
Benefit from income taxes	(524		)	(3,652		)	(453		)	(2,982		)
Net loss	$	(141,949	)	$	(41,955	)	$	(168,948	)	$	(65,598	)
Loss per share:
Basic	$	(3.77	)	$	(27.24	)	$	(6.39	)	$	(42.62	)
Diluted	$	(3.77	)	$	(27.24	)	$	(6.39	)	$	(42.62	)
Weighted average common stock outstanding:
Basic	37,603			1,540			26,442			1,539
Diluted	37,603			1,540			26,442			1,539

See accompanying notes to unaudited condensed consolidated financial statements.

2

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT (DEFICIT)

(Unaudited)

	Common Stock
(In thousands, except shares)	Shares	Amount		Additional Paid-In Capital			Retained Deficit			Total Stockholders' Investment (Deficit)
BALANCE, December 31, 2018	1,555,868	$	16	$	405,243		$	(457,414	)	$	(52,155	)
Issuance of restricted stock units, net of taxes paid	5,664	—		(8		)	—			(8		)
Issuance of common stock	36,000,000	360		449,640			—			450,000
Common stock issuance costs	—	—		(11,985		)	—			(11,985		)
Share-based compensation	—	—		1,599			—			1,599
Net loss	—	—		—			(26,999		)	(26,999		)
BALANCE, March 31, 2019	37,561,532	$	376	$	844,489		$	(484,413	)	$	360,452
Issuance of restricted stock units, net of taxes paid	75,590	—		(175		)	—			(175		)
Share-based compensation	—	—		3,069			—			3,069
Net loss	—	—		—			(141,949		)	(141,949		)
BALANCE, June 30, 2019	37,637,122	$	376	$	847,383		$	(626,362	)	$	221,397

	Common Stock
(In thousands, except shares)	Shares	Amount		Additional Paid-In Capital			Retained Deficit			Total Stockholders' Investment (Deficit)
BALANCE, December 31, 2017	1,536,925	$	15	$	403,535		$	(292,703	)	$	110,847
Issuance of restricted stock units, net of taxes paid	3,272	—		(75		)	—			(75		)
Share-based compensation	—	—		523			—			523
Cumulative effect of change in accounting principle	—	—		—			886			886
Net loss	—	—		—			(23,643		)	(23,643		)
BALANCE, March 31, 2018	1,540,197	$	15	$	403,983		$	(315,460	)	$	88,538
Issuance of restricted stock units, net of taxes paid	93	—		(1		)	—			(1		)
Share-based compensation	—	—		372			—			372
Net loss	—	—		—			(41,955		)	(41,955		)
BALANCE, June 30, 2018	1,540,290	$	15	$	404,354		$	(357,415	)	$	46,954

See accompanying notes to unaudited condensed consolidated financial statements.

3

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)	Six Months Ended
	June 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(168,948	)	$	(65,598	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	30,720			18,552
Change in fair value of preferred stock	—			37,663
Amortization of preferred stock issuance costs	—			1,061
Loss on disposal of property and equipment	355			1,972
Share-based compensation	4,668			895
Loss on debt restructuring	2,270			—
Provision for bad debts	491			2,030
Deferred tax benefit	(729		)	(3,544		)
Impairment charges	109,109			—
Changes in:
Accounts receivable	30,895			27,156
Income tax receivable	1,544			911
Prepaid expenses and other assets	30,676			6,900
Accounts payable	(29,879		)	(23,852		)
Accrued expenses and other liabilities	(30,718		)	(5,052		)
Net cash used in operating activities	(19,546		)	(906		)
Cash flows from investing activities:
Capital expenditures	(13,043		)	(11,391		)
Proceeds from sale of property and equipment	1,882			927
Net cash used in investing activities	(11,161		)	(10,464		)
Cash flows from financing activities:
Borrowings under revolving credit facilities	523,478			—
Payments under revolving credit facilities	(526,643		)	—
Term debt borrowings	52,592			557
Term debt payments	(39,714		)	(11,846		)
Debt issuance costs	(2,005		)	—
Payments of debt extinguishment costs	(693		)	—
Proceeds from issuance of common stock	450,000			—
Common stock issuance costs	(10,514		)	—
Proceeds from issuance of preferred stock	—			34,999
Preferred stock issuance costs	—			(1,061		)
Preferred stock payments	(402,884		)	—
Issuance of restricted stock units, net of taxes paid	(183		)	(76		)
Payments on insurance premium financing	(9,957		)	—
Payment of capital lease obligation	(9,053		)	(1,267		)
Net cash provided by financing activities	24,424			21,306
Net (decrease) increase in cash and cash equivalents	(6,283		)	9,936
Cash and cash equivalents:
Beginning of period	11,179			25,702
End of period	$	4,896		$	35,638

4

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

	Six Months Ended
(In thousands)	June 30,
	2019			2018
Supplemental cash flow information:
Cash paid for interest	$	8,125		$	4,966
Cash (refunds from) paid for income taxes, net	$	(787	)	$	144
Non-cash finance leases and other obligations to acquire assets	$	52,456		$	10,451
Capital expenditures, not yet paid	$	2,814		$	—

See accompanying notes to unaudited condensed consolidated financial statements.

5

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 Downers Grove, Illinois with operations primarily in the United States and was organized into the following four segments effective April 1, 2019: Ascent Global Logistics (“Ascent”), Active On-Demand, Less-than-Truckload (“LTL”) and Truckload (“TL”). Within its Ascent segment, the Company provides third-party domestic freight management, international freight forwarding, customs brokerage and retail consolidation solutions. Within its Active On-Demand segment, the Company provides premium mission critical air and ground expedite and logistics operations. Within its LTL segment, the Company's services involve the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments. Within its TL segment, the Company provides the following services: scheduled and expedited dry van truckload, temperature controlled truckload, flatbed, intermodal drayage and other warehousing operations.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2018. Interim results are not necessarily indicative of results for a full year.

Reverse Stock Split

On April 4, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to effect a reverse stock split (the “Reverse Stock Split”), as described in its Definitive Information Statement on Schedule 14C filed with the SEC on March 15, 2019. As a result, the Reverse Stock Split took effect on April 4, 2019 and the Company’s common stock began trading on a split-adjusted basis when the market opened on April 5, 2019.

Pursuant to the Reverse Stock Split, shares of the Company’s common stock were automatically consolidated at the rate of 1-for-25 without any further action on the part of the Company’s stockholders. All fractional shares owned by each stockholder were aggregated and to the extent after aggregating all fractional shares any stockholder was entitled to a fraction of a share, such stockholder became entitled to receive, in lieu of the issuance of such fractional share, a cash payment based on a pre-split cash rate of $0.4235, which is the volume weighted average trading price per share on the New York Stock Exchange (“NYSE”) for the five consecutive trading days immediately preceding April 4, 2019.

Following the Reverse Stock Split, the number of outstanding shares of the Company’s common stock was reduced by a factor of 25 to approximately 37,561,532. The number of authorized shares of common stock was also reduced by a factor of 25 to 44,000,000.

All references to numbers of common shares and per common share data in these condensed consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse stock split for all periods presented.

Change in Accounting Principle

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company elected to adopt Topic 842 using an optional alternative method of adoption, referred to as the “Comparatives Under ASC 840 Approach,” which allows companies to apply the new requirements to only those leases that existed as of January 1, 2019. Under the Comparatives Under ASC 840 Approach, the date of initial application is January 1, 2019 with no retrospective restatements. As such, there was no impact to historical comparative income statements and the balance sheet assets and liabilities have been recognized in 2019 in accordance with ASC 842. Upon adoption, the Company recognized a lease liability, initially measured at the present value of the lease payments, of $135 million with a corresponding right-of-use asset for operating leases. The Company's accounting for finance leases is essentially unchanged. As part of its adoption of Topic 842 the Company elected the “package of three” practical expedient, which, among other things, does not require the Company to reassess lease classification for expired or existing contracts upon adoption. The Company also elected to not use hindsight in assessing existing lease terms at the transition date. See Note 3 for more information.

6

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 segments based on the information utilized by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent, Active On-Demand, LTL and TL. The Company changed its segment reporting effective April 1, 2019, when the CODM began assessing the performance of the Active On-Demand air and ground expedite business separately from its truckload businesses. Segment information for prior periods has been revised to align with the new segment structure.

Revenue Recognition

The Company’s revenues are primarily derived from transportation services which includes providing freight and carrier services both domestically and internationally via land, air, and sea. The Company disaggregates revenue among its four segments, Ascent, Active On-Demand, LTL and TL, as presented in Note 14.

Performance Obligations - A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The terms and conditions of the Company’s agreements with customers are generally consistent within each segment. The transaction price is typically fixed and determinable and is not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 60 days from the date of invoice. The Company’s transportation service is a promise to move freight to a customer’s destination, with the transit period typically being less than one week. The Company views the transportation services it provides to its customers as a single performance obligation. This performance obligation is satisfied and recognized in revenue over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and the percentage of completion as of the reporting date requires management to make judgments that affect the timing of revenue recognized. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of goods and services to its customers as the Company’s obligation is performed over the transit period.

Principal vs. Agent Considerations - The Company utilizes independent contractors and third-party carriers in the performance of some transportation services. The Company evaluates whether its performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it determined that all of the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis.

Contract Balances and Costs - The Company applies the practical expedient in ASU No. 2015-14, Revenue from Contracts with Customers, (“Topic 606”) that permits the Company to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company's contracts have an expected length of one year or less. The Company also applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred if the amortization period of such costs is one year or less. These costs are included in purchased transportation costs.

The Company's performance obligation represents the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date. This includes the unbilled amounts and accrued freight costs for freight shipments in transit. As of June 30, 2019 and December 31, 2018, the Company had $15.1 million and $7.8 million of unbilled amounts recorded in accounts receivable, respectively, and $10.3 million and $6.1 million of accrued freight costs recorded in accounts payable, respectively. Amounts recorded to revenue and purchased transportation costs are not material for the three and six months ended June 30, 2019 and 2018.

Leases

The Company determines at inception whether a contract qualifies as a lease and whether the lease meets the classification criteria of an operating or finance lease. For operating leases, the Company records a lease liability and corresponding right-of-use asset at the lease commencement date, which are valued at the estimated present value of the lease payments over the lease

7

term. The Company uses its collateralized incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Finance leases are included within property and equipment. The Company does not recognize leases with an original lease term of 12 months or less on the condensed consolidated balance sheets but will disclose the related lease expense for these short-term leases. The Company does not separate non-lease components from lease components, which results in all payments being allocated to the lease and factored into the measurement of the right-of-use asset and lease liability. The Company includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

Impairment Charges

The Company recorded a goodwill impairment charge of $92.9 million and an intangible asset impairment charge of $1.9 million for the three months ended June 30, 2019 within its TL segment. See Note 2 for more information.

In the fourth quarter of 2018, the Company recorded an asset impairment charge of $1.6 million related to tractors that were classified as "held for sale" within its TL segment. The fair value less cost to sell the long-lived assets is required to be assessed each reporting period it remains classified as held for sale. In the second quarter of 2019, the Company reassessed the carrying value of the remaining assets held for sale and recorded an additional asset impairment charge of $0.5 million.

The Company recorded an asset impairment charge of $13.0 million at Corporate as a reduction to property, plant and equipment, net for the three months ended June 30, 2019 related to software development that is being abandoned. The impairment costs are associated with the abandonment of current software development in favor of alternative customized software solutions. The Company also recorded an asset impairment charge of $0.8 million in the first quarter of 2019 related to software that is no longer useful following the integration of Ascent’s domestic freight management operations. Total asset impairment charges related to software was $13.8 million, which was recorded at Corporate as a reduction to property, plant and equipment, net for the six months ended June 30, 2019.

New Accounting Pronouncements

In August 2018, the Financial Accounting Standard Board (“FASB”) issued ASU 2018-15, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which is effective for the Company in 2020. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The Company does not expect the adoption of ASU 2018-15 to have a material impact on its condensed consolidated financial statements.

2. 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 evaluates goodwill and intangible assets for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment loss is recognized as an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

For purposes of the impairment analysis, the fair value of the Company’s reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates, and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which the Company competes, the discount rate, terminal growth rates, and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities, including, among others, customer relationships and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company's stock may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

8

Prior to the change in segments, the Company had four reporting units for its three segments: one reporting unit for its Truckload and Express Services (“TES”) segment; one reporting unit for its LTL segment; and two reporting units for its Ascent segment, which are the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit. The Company conducts its goodwill impairment analysis for each of its four reporting units as of July 1 of each year.

In connection with the change in segments, the Company conducted an impairment analysis as of April 1, 2019. Due to the inability of the TES businesses to meet forecast results, the Company determined the carrying value exceeded the fair value for the TES reporting unit. Accordingly, the Company recorded a goodwill impairment charge of $92.9 million, which represents a write off of all the TES goodwill. Given the fact that all of the goodwill was impaired, there was no remaining TES goodwill to allocate to the TL and Active On-Demand segments. The fair value of the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit exceeded their respective carrying values by 3.1% and 109.0%, respectively; thus no impairment was indicated for these reporting units. The goodwill balances of the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit as of June 30, 2019 were $98.5 million and $73.4 million, respectively. The LTL reporting unit had no remaining goodwill as of April 1, 2019.

The table below provides a sensitivity analysis for the Domestic and International Logistics and Warehousing & Consolidation reporting units, which shows the estimated fair value impacts related to a 50-basis point increase or decrease in the discount and long-term growth rates used in the valuation as of April 1, 2019.

	Approximate Percent Change in Estimated Fair Value
	+/- 50 bps Discount Rate	+/- 50bps Growth Rate
Domestic and International Logistics reporting unit	(2.5%) / 2.5%	1.5% / (1.8%)
Warehousing & Consolidation reporting unit	(2.2%) / 2.2%	1.6% / (1.9%)

The following is a breakdown of the Company's goodwill as of June 30, 2019 by segment (in thousands):

			Active
	Ascent		On-Demand		LTL		TL			Total
Balance as of December 31, 2018	$	171,900	$	—	$	—	$	92,926		$	264,826
Goodwill impairment charges	—		—		—		(92,926		)	(92,926		)
Balance as of June 30, 2019	$	171,900	$	—	$	—	$	—		$	171,900

The following is a breakdown of the Company's accumulated goodwill impairment charges as of June 30, 2019 by segment (in thousands):

			Active
	Ascent		On-Demand		LTL		TL		Total
Balance as of December 31, 2018	$	46,763	$	—	$	197,312	$	132,408	$	376,483
Goodwill impairment charges	—		—		—		92,926		92,926
Balance as of June 30, 2019	$	46,763	$	—	$	197,312	$	225,334	$	469,409

Intangible assets consisted primarily of customer relationships acquired from business acquisitions. Intangible assets as of June 30, 2019 and December 31, 2018 were as follows (in thousands):

	June 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Ascent	$	27,152	$	(18,474	)	$	8,678	$	27,152	$	(17,248	)	$	9,904
Active On-Demand	31,547		(12,424		)	19,123		31,547		(11,139		)	20,408
LTL	2,498		(2,008		)	490		2,498		(1,925		)	573
TL	20,261		(11,408		)	8,853		23,461		(11,820		)	11,641
Total	$	81,458	$	(44,314	)	$	37,144	$	84,658	$	(42,132	)	$	42,526

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The customer relationships intangible assets are amortized over their estimated useful lives, ranging from five to 12 years. Amortization expense was $1.7 million and $1.8 million for the three months ended June 30, 2019 and 2018, respectively. Amortization expense was $3.4 million and $3.6 million for the six months ended June 30, 2019 and 2018, respectively. The Company evaluates its other intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. Indicators of impairment were identified in connection with the declining operating performance of one of the Company's businesses within the TL segment and as a result, $1.9 million of non-cash impairment charges were recorded for the three months ended June 30, 2019.

Estimated amortization expense for each of the next five years based on intangible assets as of June 30, 2019 is as follows (in thousands):

Remainder 2019	$	3,193
2020	6,180
2021	5,998
2022	5,560
2023	5,195
Thereafter	11,018
Total	$	37,144

3. Leases

The Company leases terminals, office space, trucks, trailers, and other equipment under noncancelable operating leases expiring on various dates through 2042. The Company also leases trucks, trailers, office space and other equipment under finance leases. Certain of our lease agreements for trucks, trailers and other equipment contain residual value guarantees.

Amounts recognized in the condensed consolidated balance sheets related to the Company's lease portfolio are as follows (in thousands):

	June 30, 2019
Assets:
Finance lease assets, net (included in property and equipment)	$	94,308
Operating lease right-of-use asset	114,523
Total lease assets	$	208,831
Liabilities:
Current finance lease liability	$	21,799
Current operating lease liability	35,373
Long-term finance lease liability	72,150
Long-term operating lease liability	85,223
Total lease liabilities	$	214,545

Amounts recognized in the condensed consolidated income statement related to the Company's lease portfolio for the three and six months ended June 30, 2019 are as follows (in thousands):

		Three months ended		Six months ended
Lease component	Classification	June 30, 2019		June 30, 2019
Rent expense - operating leases	Other operating expenses	$	16,833	$	33,771
Amortization of finance lease assets	Depreciation expense	$	4,871	$	9,202
Interest on finance lease liabilities	Interest expense	$	1,430	$	2,630

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Rent expense for operating leases relates primarily to long-term operating leases, but also includes amounts for variable leases and short-term leases. The Company also recognized rental income of $2.7 million and $5.2 million for the three and six months ended June 30, 2019, respectively, related to operating leases the Company entered into with its independent contractors (“IC”), of which $2.3 million and $4.1 million related to sublease income for the three and six months ended June 30, 2019, respectively. The Company records rental income from leases as a reduction to rent expense - operating leases.

Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of June 30, 2019 (in thousands):

Year Ending:	Operating leases			Finance leases			Total
Remainder of 2019	$	21,736		$	14,144		$	35,880
2020	34,676			26,916			61,592
2021	25,108			30,292			55,400
2022	20,831			15,307			36,138
2023	17,640			12,854			30,494
Thereafter	17,406			11,156			28,562
Total	$	137,397		$	110,669		$	248,066
Less: Interest	(16,801		)	(16,720		)	(33,521		)
Present value of lease liabilities	$	120,596		$	93,949		$	214,545

Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2018 (in thousands):

Year Ending:
2019	$	45,713
2020	34,920
2021	25,536
2022	21,413
2023	17,920
Thereafter	17,556
Total	$	163,058

The weighted average remaining lease term and discount rate used in computing the lease liability as of June 30, 2019 were as follows:

Weighted average remaining lease term (in years)
Operating leases	4.5
Finance leases	3.5
Weighted average discount rate
Operating leases	7.2	%
Finance leases	7.4	%

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Supplemental cash flow information related to leases for the six months ended June 30, 2019 is as follows (in thousands):

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	23,812
Operating cash flows for finance leases	2,630
Financing cash flows for finance leases	9,071
ROU assets added for operating leases:
Operating leases	$	4,776

Lease transactions with related parties are disclosed in Note 13, Related Party Transactions.

4. Debt

Debt as of June 30, 2019 and December 31, 2018 consisted of the following (in thousands):

	June 30, 2019			December 31, 2018
ABL credit facility	$	131,367		$	—
Term loan credit facility	50,211			—
Prior ABL Facility:
Revolving credit facility	—			134,532
Term loans	—			37,333
Total debt	$	181,578		$	171,865
Less: Debt issuance costs and discount	(3,201		)	(3,098		)
Total debt, net of debt issuance costs and discount	178,377			168,767
Less: Current maturities	(11,699		)	(13,171		)
Total debt, net of current maturities	$	166,678		$	155,596

ABL Credit Facility

On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a credit agreement with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto (the “ABL Credit Facility”). The Company initially borrowed $141.4 million under the ABL Credit Facility. The ABL Credit Facility matures on February 28, 2024.

The ABL Credit Facility consists of a $200.0 million asset-based revolving line of credit, of which up to (i) $15.0 million may be used for First In, Last Out (“FILO”) Loans (as defined in the ABL Credit Facility), (ii) $20.0 million may be used for Swing Line Loans (as defined in the ABL Credit Facility), and (iii) $30.0 million may be used for letters of credit. The ABL Credit Facility provides that the revolving line of credit may be increased by up to an additional $100.0 million under certain circumstances. The Company had adjusted excess availability under the ABL Credit Facility of $34.4 million as of June 30, 2019.

Advances under the Company’s ABL Credit Facility bear interest at either: (a) the LIBOR Rate (as defined in the ABL Credit Facility), plus an applicable margin ranging from 1.50% to 2.00% for the non-FILO Loans and 2.50% to 3.00% for the FILO Loans; or (b) the Base Rate (as defined in the ABL Credit Facility), plus an applicable margin ranging from 0.50% to 1.00% for the non-FILO Loans and 1.50% to 2.00% for the FILO Loans. The Company's average annualized interest rate for the ABL Credit Facility was 5.3% for the six months ended June 30, 2019.

The obligations under the Company’s ABL Credit Facility are guaranteed by each of its domestic subsidiaries pursuant to a guaranty included in the ABL Credit Facility. As security for the Company’s and its subsidiaries’ obligations under the ABL Credit Facility, each of the Company and its domestic subsidiaries have granted: (i) a first priority lien on substantially all its domestic subsidiaries’ tangible and intangible personal property (other than the assets described in the following clause (ii)), including the capital stock of certain of the Company’s direct and indirect subsidiaries; and (ii) a second-priority lien on the Company’s and its domestic subsidiaries’ equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts) and proceeds and accounts related thereto. The priority of the liens is described in an intercreditor agreement between BMO Harris Bank N.A. as ABL Agent and BMO Harris Bank N.A. as Term Loan Agent.

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The ABL Credit Facility contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. In addition, the ABL Credit Facility contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The ABL Credit Facility 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 ABL Credit Facility to be in full force and effect, and a change of control of the Company’s business. As of June 30, 2019, the Company's excess availability had not fallen below the amount specified and therefore the minimum fixed charge coverage ratio financial covenant was not applicable.

Term Loan Credit Facility

On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a credit agreement with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott Associates, L.P. and Elliott International, L.P, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner (the “Term Loan Credit Facility”). The Company initially borrowed $51.1 million under the Term Loan Credit Facility. The Term Loan Credit Facility matures on February 28, 2024.

The Term Loan Credit Facility consists of an approximately $61.1 million term loan facility, consisting of

•approximately $40.3 million of Tranche A Term Loans (as defined in the Term Loan Credit Facility),

•approximately $2.5 million of Tranche A FILO Term Loans (as defined in the Term Loan Credit Facility),

•approximately $8.3 million of Tranche B Term Loans (as defined in the Term Loan Credit Facility), and

•a $10.0 million asset-based facility available to finance future capital expenditures.

Principal on each of the Tranche A Term Loans and the Tranche B Term Loans is due in quarterly installments based upon a 4.5-year amortization schedule (i.e. each installment is 1/18th of the original principal amount of the Tranche A Term Loans and the Tranche B Term Loans), commencing on September 1, 2019. Principal on the Tranche A FILO Term Loans is due on the maturity date of the Term Loan Credit Facility, unless earlier accelerated thereunder. Principal on each draw under the capital expenditure facility is due in quarterly installments based upon a five-year amortization schedule (i.e. each installment shall be 1/20th of the original principal amount of any capital expenditure loan), commencing on the first day of the first full fiscal quarter immediately following the making of each such capital expenditure loan. The loans under the Term Loan Credit Facility bear interest at either: (a) the LIBOR rate (as defined in the Term Loan Credit Agreement), plus an applicable margin of 7.50% for Tranche A Term Loans, Tranche B Term Loans and capital expenditure loans, and 8.50% for Tranche A FILO Term Loans; or (b) the Base Rate (as defined in the Term Loan Credit Agreement), plus an applicable margin of 6.50% for Tranche A Term Loans, Tranche B Term Loans and capital expenditure loans, and 7.50% for Tranche A FILO Term Loans. The Company's average annualized interest rate for the Term Loan Credit Facility was 10.7% for the six months ended June 30, 2019.

The obligations under the Company’s Term Loan Credit Facility are guaranteed by each of its domestic subsidiaries pursuant to a guaranty included in the Term Loan Credit Facility. As security for the Company’s and its subsidiaries’ obligations under the Term Loan Credit Facility, each of the Company and its domestic subsidiaries have granted: (i) a first priority lien on its equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts) and proceeds and accounts related thereto, and (ii) a second priority lien on substantially all of the Company’s and its domestic subsidiaries’ other tangible and intangible personal property, including the capital stock of certain of the Company’s direct and indirect subsidiaries. The priority of the liens is described in an intercreditor agreement between BMO Harris Bank N.A. as ABL Agent and BMO Harris Bank N.A. as Term Loan Agent.

The Term Loan Credit Facility contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The Term Loan Credit Facility 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 Term Loan Credit Facility to be in full force and effect, and a change of control of the Company’s business.

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Prior ABL Facility

On July 21, 2017, the Company entered into an asset-based lending facility with BMO Harris Bank, N.A. and certain other lenders (the “Prior ABL Facility”).

The Prior ABL Facility consisted of a:

• $200.0 million asset-based revolving line of credit, of which $20.0 million could be used for swing line loans and $30.0 million could be used for letters of credit;

• $56.8 million term loan facility; and

• $35.0 million asset-based facility available to finance future capital expenditures, which was subsequently terminated before being utilized.

Principal on the term loan facility was due in quarterly installments commencing on March 31, 2018. Borrowings under the Prior ABL Facility were secured by substantially all of the assets of the Company. Borrowings under the Prior ABL Facility bore interest at either the (a) LIBOR Rate (as defined in the Prior ABL Facility) plus an applicable margin in the range of 1.5% to 2.25%, or (b) the Base Rate (as defined in the credit agreement) plus an applicable margin in the range of 0.5% to 1.25%. The Prior ABL Facility contained a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. The Prior ABL Facility also provided for the issuance of up to $30.0 million in letters of credit.

On January 9, 2019, the Company entered into a Seventh Amendment to the Prior ABL Facility. Pursuant to the Seventh Amendment, the Prior ABL Facility was further amended to, among other things: (i) extend the time period during which the Company is permitted to issue Series E-1 Preferred Stock under the Investment Agreement (as amended) from January 31, 2019 to the earlier of (a) March 1, 2019 and (b) the occurrence of the rights offering; and (ii) extend the date by which the Company is required to consummate the rights offering from January 31, 2019 to March 1, 2019.

On January 11, 2019, the Company entered into an Eighth Amendment to the Prior ABL Facility. Pursuant to the Eighth Amendment, the Prior ABL Facility was further amended to, among other things, modify the definition of “Fixed Charge Trigger Period” to reduce the Adjusted Excess Availability requirements until the earlier of (i) the date that is 30 days from the Eighth Amendment Effective Date; and (ii) the Rights Offering Effective Date.

The Prior ABL Facility was paid off with the proceeds from the ABL Credit Facility and the Term Loan Credit Facility. The Company recognized a $2.3 million loss on debt restructuring for the six months ended June 30, 2019 related to these transactions.

Insurance Premium Financing

In June 2018, the Company executed an insurance premium financing agreement of $17.8 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on September 1, 2018, the financing agreement was payable in nine monthly installments of principal and interest of approximately $2.0 million. The agreement incurred interest at 4.75%. The balance of the insurance premium payable as of December 31, 2018 was $10.0 million and was recorded in accrued expenses and other current liabilities. The remaining balance was paid-in-full as of June 30, 2019.

In July 2019, the Company executed an insurance premium financing agreement of $20.7 million with a premium finance company in order to finance certain of its annual insurance premiums. See Note 16 for further details.

5. Preferred Stock

Preferred stock as of December 31, 2018 consisted of the following (in thousands):

	December 31, 2018
Preferred stock:
Series B Preferred	$	205,972
Series C Preferred	102,098
Series D Preferred	900
Series E Preferred	47,367
Series E-1 Preferred	46,547
Total Preferred stock	$	402,884

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Rights Offering

On February 26, 2019, the Company closed a $450 million rights offering, pursuant to which the Company issued and sold an aggregate of 36 million new shares of its common stock at the subscription price of $12.50 per share. An aggregate of 7,107,049 shares of the Company's common stock were purchased pursuant to the exercise of basic subscription rights and over-subscription rights from stockholders of record during the subscription period, including from the exercise of basic subscription rights by stockholders who are funds affiliated with Elliott Management Corporation (“Elliott”). In addition, Elliott purchased an aggregate of 28,892,951 additional shares pursuant to the commitment from Elliott to purchase all unsubscribed shares of the Company's common stock in the rights offering pursuant to the Standby Purchase Agreement that the Company entered into with Elliott dated November 8, 2018, as amended. Overall, Elliott purchased a total of 33,745,308 shares of the Company's common stock in the rights offering between its basic subscription rights and the backstop commitment, and following the closing of the rights offering beneficially owned approximately 90.4% of the Company's common stock.

The net proceeds from the rights offering and backstop commitment were used to fully redeem the outstanding shares of the Company's preferred stock and to pay related accrued and unpaid dividends. Proceeds were also used to pay fees and expenses in connection with the rights offering and backstop commitment. The Company retained in excess of $30 million of funds to be used for general corporate purposes. The purpose of the rights offering was to improve and simplify the Company's capital structure in a manner that gave the Company's existing stockholders the opportunity to participate on a pro rata basis.

The Company incurred $12.0 million in common stock issuance costs in connection with the 36 million shares issued in the rights offering. The issuance costs are comprised of $10.5 million in costs paid during the six months ended June 30, 2019 and $1.5 million of costs that were paid in prior periods.

Preferred Stock

The preferred stock was mandatorily redeemable and, as such, was presented as a liability on the condensed consolidated balance sheets. At each preferred stock dividend payment date, the Company had the option to pay the accrued dividends in cash or to defer them. Deferred dividends earned dividend income consistent with the underlying shares of preferred stock. The Company elected to measure the value of the preferred stock using the fair value method. Under the fair value method, issuance costs were expensed as incurred. The fair value of the preferred stock increased by $31.6 million and $37.7 million during the three and six months ended June 30, 2018, respectively, which was reflected in interest expense - preferred stock.

On March 1, 2018, the Company entered into the Series E-1 Preferred Stock Investment Agreement (the “Series E-1 Investment Agreement”) with affiliates of Elliott, pursuant to which the Company agreed to issue and sell to Elliott from time to time, an aggregate of up to 54,750 shares of a newly created class of preferred stock designated as Series E-1 Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series E-1 Preferred Stock”), at a purchase price of $1,000 per share for the first 17,500 shares of Series E-1 Preferred Stock, $960 per share for the next 18,228 shares of Series E-1 Preferred Stock, and $920 per share for the final 19,022 shares of Series E-1 Preferred Stock. On March 1, 2018, the parties held an initial closing pursuant to which the Company issued and sold to Elliott 17,500 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million. On April 24, 2018, the parties held a closing pursuant to the Series E-1 Investment Agreement, pursuant to which the Company issued and sold to Elliott 18,228 shares of Series E-1 Preferred Stock for an aggregate purchase price of approximately $17.5 million. The proceeds from the sale of such shares of Series E-1 Preferred Stock were used to provide working capital to support the Company’s current operations and future growth and to repay a portion of the indebtedness under the prior ABL Facility as required by the credit agreement governing that facility. The final 19,022 shares of Series E-1 Preferred Stock remained unissued when the Series E-1 Investment Agreement was terminated in connection with the closing of the rights offering. The Company incurred $1.1 million of issuance costs associated with the issuance of the Series E-1 Preferred Stock for the six months ended June 30, 2018, which was reflected in interest expense - preferred stock.

15

Certain Terms of the Preferred Stock as of December 31, 2018

	Series B	Series C	Series D	Series E	Series E-1
Shares at $0.01 Par Value at Issuance	155,000	55,000	100	90,000	35,728
Shares Outstanding at December 31, 2018	155,000	55,000	100	37,500	35,728
Price / Share	$1,000	$1,000	$1.00	$1,000	$1,000/$960
Dividend Rate	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Right to participate equally and ratably in all cash dividends paid on common stock.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.
Dividend Rate at December 31, 2018	17.780%	17.780%	N/A	16.030%	16.030%
Redemption Term	8 Years	8 Years	8 Years	6 Years	6 Years
Redemption Rights	From Closing Date: 12-24 months: 105% 24-36 months: 103%	65% premium (subject to stock movement)		From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%	From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%

6. 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.

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

The Company elected to measure its previously outstanding preferred stock using the fair value method. The fair value of the preferred stock was the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The Company calculated the fair value of:

• the Series B Preferred Stock using a lattice model that takes into consideration the Company's call right on the instrument based on simulated future interest rates;

• the Series C Preferred Stock using a lattice model that takes into consideration the future redemption value on the instrument, which is tied to the Company's stock price;

• the Series D Preferred Stock using a static discounted cash flow approach, where the expected redemption value of the instrument is based on the value of the Company's stock as of the measurement date grown at the risk-free rate; and

• the Series E and E-1 Preferred Stock via application of both (i) a static discounted cash flow approach and (ii) a lattice model that takes into consideration the Company's call right on this instrument based on simulated future interest rates.

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These valuations were considered to be Level 3 fair value measurements as the significant inputs are unobservable and require significant management judgment or estimation. Considerable judgment was required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates were not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value models include: the estimates of the redemption dates; credit spreads; dividend payments; and the market price of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values.

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 preferred stock liability balance as of June 30, 2018 (in thousands).

	Three months ended		Six months ended
	June 30, 2018		June 30, 2018
Balance, beginning of period	$	286,874	$	263,317
Issuance of preferred stock at fair value	17,499		34,999
Change in fair value of preferred stock (1)	31,606		37,663
Balance, end of period	$	335,979	$	335,979

(1)Change in fair value of preferred stock is reported in interest expense - preferred stock.

7. Stockholders’ Investment (Deficit)

On March 7, 2019, the Company's board of directors and the holders of a majority of the issued and outstanding shares of the Company’s common stock approved a 1-for-25 reverse split of the Company’s issued and outstanding shares of common stock. The 1-for-25 reverse stock split was effective upon the filing and effectiveness of a Certificate of Amendment to the Company's Certificate of Incorporation after the market closed on April 4, 2019, and the Company’s common stock began trading on a split-adjusted basis on April 5, 2019. See Note 1 for more information on the reverse stock split.

On April 12, 2019, the Company received a notice from the NYSE that a calculation of the average stock price for the 30-trading days ended April 12, 2019 indicted that the Company was in compliance with the $1.00 continued listed criterion. The notice also noted that the Company remains non-compliant with the NYSE's $50 million average market capitalization and $50 million stockholders' equity requirements as it must remain above the $50 million average market capitalization or the $50 million total stockholders' investment requirements for two consecutive quarters (or six months) before the Company can be considered in compliance with this listing standard. On February 26, 2019, the Company closed its rights offering, pursuant to which the Company issued and sold an aggregate of 36 million new shares of its common stock at the subscription price of $12.50 per share, which added approximately $450 million to the Company's total stockholder investment.

8. Share-Based Compensation

The Company's compensation committee granted to certain employees restricted stock units (“RSUs”) totaling 1,023,740 shares of the Company's common stock in the second quarter of 2019. Each RSU is equal in value to one share of common stock and vests ratably over a three or four-year service period. 

The Company's compensation committee granted to directors RSUs totaling 28,600 shares of the Company's common stock in the second quarter of 2019, of which 4,400 vested immediately and the remaining will vest in February 2020. Each RSU is equal in value to one share of common stock.

The Company’s compensation committee also granted to certain employees performance-based restricted stock units (“PRSUs”) totaling 1,256,740 shares of the Company's common stock in the second quarter of 2019.  The PRSUs may be earned based on the performance of the Company's common stock price over a three to four-year service period. The base price of the Company's common stock for purposes of the PRSUs is $12.50. 

In the second quarter of 2019, the Company's compensation committee granted to certain employees seven-year non-qualified stock options to purchase 294,932 shares of the Company's common stock with an exercise price equal to $12.50 per share, with one-third of such options vesting in each of 2020, 2021 and 2022.

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9. Earnings Per Share

Basic loss per common share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is calculated by dividing net loss 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 loss used in the computation of basic and diluted loss per share.

The Company had stock options and warrants outstanding of 604,761 as of June 30, 2019 and 61,428 as of June 30, 2018 that were not included in the computation of diluted loss per share because they were not assumed to be exercised under the treasury stock method or because they were anti-dilutive. All restricted stock units were anti-dilutive for the three and six months ended June 30, 2019 and 2018. Since the Company was in a net loss position for the three and six months ended June 30, 2019 and 2018, there is no difference between basic and dilutive weighted average common stock outstanding.

10. Income Taxes

The benefit from income taxes was $0.5 million for both the three and six months ended June 30, 2019. The benefit from income taxes was $3.7 million and $3.0 million for the three and six months ended June 30, 2018, respectively. The effective tax rate was 0.4% and 0.3% for the three and six months ended June 30, 2019, respectively. In comparison, the effective rate was 8.0% and 4.3% for the three and six months ended June 30, 2018, respectively.

The benefit from income taxes varies from the amount computed by applying the federal statutory rate of 21.0% to the loss before income taxes (and, therefore, the effective tax rate similarly varies from the federal statutory rate) due to increases in the valuation allowance for deferred tax assets, adjustments for permanent differences, and state income taxes. For the three and six months ended June 30, 2019, the variance is primarily due to adjustments to the valuation allowance for federal and state deferred tax assets, as well as the effect of the goodwill impairment charge, other permanent differences, and state income taxes. For the three and six months ended June 30, 2018, the variance is primarily due to adjustments for permanent differences related to the non-deductible interest expense associated with the Company's preferred stock, as well as the effect of other permanent differences, state income taxes, and adjustments to the valuation allowance for certain state deferred tax assets.

For interim reporting periods, the Company applies an estimated annual effective tax rate to its ordinary operating results, and calculates the tax benefit or provision, if any, of other discrete items individually as they occur. Management also assesses whether sufficient future taxable income will be generated to permit the use of deferred tax assets. This assessment includes consideration of the cumulative losses incurred over the three-year period ended December 31, 2018 and expected over the three-year period ending December 31, 2019. Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future earnings. On the basis of this evaluation, the Company has recorded a valuation allowance for deferred tax assets to the extent that they cannot be supported by reversals of existing cumulative temporary differences. Any federal tax benefit generated from losses in 2019 is expected to require an offsetting adjustment to the valuation allowance for deferred tax assets, and thus have no net effect on the income tax provision. State tax benefits generated from certain subsidiary losses may similarly require an offsetting adjustment to the valuation allowance.

11. Guarantees

The Company provides a guarantee for a portion of the value of certain IC leased tractors.  The guarantees expire at various dates through 2023.  The potential maximum exposure under these lease guarantees was approximately $6.2 million as of June 30, 2019.  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.  The Company estimated the fair value of its liability under this on-going guarantee to be $1.0 million as of June 30, 2019 and December 31, 2018, which is recorded in accrued expenses and other current liabilities.

The Company began to offer a lease purchase program that did not include a guarantee, and offered newer equipment under factory warranty that was more cost effective. ICs began electing the newer lease purchase program over the legacy lease guarantee programs which led to an increase in unseated legacy tractors. In 2016, management committed to a plan to divest these older assets and recorded a loss reserve. The loss reserve for the guarantee and reconditioning costs associated with the planned divestiture was $0.1 million and $0.4 million as of June 30, 2019 and December 31, 2018, respectively, which was recorded in accrued expenses and other current liabilities.

The Company paid $0.2 million and $0.8 million under these lease guarantees during the second quarter of 2019 and 2018, respectively, and $0.6 million and $1.5 million during the first half of 2019 and 2018, respectively.

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12. Commitments and Contingencies

Auto, Workers Compensation, and General Liability Reserves

In the ordinary course of business, the Company is a defendant in several legal proceedings arising out of the conduct of its business. These proceedings include claims for property damage or personal injury incurred in connection with the Company’s services. Although there can be no assurance as to the ultimate disposition of these proceedings, the Company does not believe, based upon the information available at this time, that these property damage or personal injury claims, in the aggregate, will have a material impact on its consolidated financial statements. The Company maintains insurance for auto liability, general liability, and cargo claims. The Company maintains an aggregate of $100 million of auto liability and general liability insurance. The Company maintains auto liability insurance coverage for claims in excess of $1.0 million per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company is self-insured up to $1.0 million per occurrence for workers compensation. The Company believes it has adequate insurance to cover losses in excess of the self-insured and deductible amounts. As of June 30, 2019 and December 31, 2018, the Company had reserves for estimated uninsured losses of $28.9 million and $26.8 million, respectively, included in accrued expenses and other current liabilities.

General Litigation Proceedings

Jeffrey Cox and David Chidester filed a complaint against certain of the Company’s subsidiaries in state court in California in a post-acquisition dispute (the “Central Cal Matter”). The complaint alleges contract, statutory and tort-based claims arising out of the Stock Purchase Agreement, dated November 2, 2012, between the defendants, as buyers, and the plaintiffs, as sellers, for the purchase of the shares of Central Cal Transportation, Inc. and Double C Transportation, Inc. (the “Central Cal Agreement”). The plaintiffs claim that a contingent purchase obligation payment is due and owing pursuant to the Central Cal Agreement, and that defendants have furnished fraudulent calculations to the plaintiffs to avoid payment. The plaintiffs also claim violations of California’s Labor Code related to the plaintiffs’ respective employment with Central Cal Transportation, LLC. On October 27, 2017, the state court granted the Company’s motion to compel arbitration of all non-employment claims alleged in the complaint. The parties selected a settlement accountant to determine the contingent purchase obligation pursuant to the Central Cal Agreement. The settlement accountant provided a final determination that a contingent purchase obligation of $2.1 million is due to the plaintiffs. The Company's position is that this contingent purchase obligation is subject to offset for certain indemnification claims owed to the Company by the plaintiffs ranging from approximately $0.3 million to $1.0 million. Accordingly, the Company recorded a contingent purchase obligation liability of $1.8 million in accrued expenses and other current liabilities at December 31, 2018. In July 2019, the $2.1 million settlement was approved by the court. In light of the court order, the Company has offered to pay $2.2 million to the plaintiff to settle this matter. The Company's offer includes a reimbursement for legal fees incurred by the plaintiff. As such, the Company recorded an adjustment of $0.4 million in the second quarter of 2019 to increase its contingent purchase obligation to $2.2 million, which is recorded in accrued expenses and other current liabilities at June 30, 2019. In July 2019, the Company paid the plaintiffs the $2.1 million settlement amount. The Company intends to pursue indemnification and other claims as it relates to the Central Cal Matter and other related matters involving these plaintiffs. In February 2018, Plaintiff David Chidester agreed to dismiss his employment-related claims from the Los Angeles Superior Court matter, while Plaintiff Jeffrey Cox transferred his employment claims from Los Angeles Superior Court to the related employment case pending in the Eastern District of California. The parties are proceeding with discovery and the consolidated case is currently set for trial on November 5, 2019.

The Company received a letter dated April 17, 2018 from legal counsel representing Warren Communications News, Inc. (“Warren”) in which Warren made certain allegations against the Company of copyright infringement concerning an electronic newsletter published by Warren (the “Warren Matter”). Specifically, Warren alleged that an employee of the Company had, for several years, forwarded that electronic newsletter to third parties in violation of corresponding subscription agreements. On June 14, 2019, the parties reached a settlement agreement and release to resolve any and all concerns between the parties, voluntarily and without admission of liability, and the settlement amount was paid by the Company in July 2019.

In addition to the legal proceeding described above, the Company is a defendant in various purported class-action lawsuits alleging violations of various California labor laws and one purported class-action lawsuit alleging violations of the Illinois Wage Payment and Collection Act. Additionally, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company alleging that the Company violated various California labor laws. In 2017 and 2018, the Company reached settlement agreements on a number of these labor related lawsuits and administrative actions. The Company paid approximately $9.2 million relating to these settlements during the six months ended June 30, 2019.

As of June 30, 2019 and December 31, 2018, the Company had a liability for settlements, litigation, and defense costs related to these labor matters and the Warren Matter of $2.2 million and $10.8 million, respectively, which are included in accrued expenses and other current liabilities.

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In December 2018, a class action lawsuit was brought against the Company in the Superior Court of the State of California by Fernando Gomez, on behalf of himself and other similarly situated persons, alleging violation of California labor laws. The Company is currently determining the effects of this lawsuit and intends to vigorously defend against such claims; however, there can be no assurance that it will be able to prevail. In light of the relatively early stage of the proceedings, the Company is unable to predict the potential costs or range of costs at this time.

Securities Litigation Proceedings

In 2017, three putative class actions were filed in the United States District Court for the Eastern District of Wisconsin against the Company and its former officers, Mark A. DiBlasi and Peter R. Armbruster. On May 19, 2017, the Court consolidated the actions under the caption In re Roadrunner Transportation Systems, Inc. Securities Litigation (Case No. 17-cv-00144), and appointed Public Employees’ Retirement System as lead plaintiff. On March 12, 2018, the lead plaintiff filed the Consolidated Amended Complaint (“CAC”) on behalf of a class of persons who purchased the Company’s common stock between March 14, 2013 and January 30, 2017, inclusive. The CAC alleges (i) the Company and Messrs. DiBlasi and Armbruster violated Section 10(b) of the Exchange Act and Rule 10b-5, and (ii) Messrs. DiBlasi and Armbruster, the Company’s former Chairman Scott Rued, HCI Equity Partners, L.L.C., and HCI Equity Management, L.P. violated Section 20(a) of the Exchange Act, by making or causing to be made materially false or misleading statements, or failing to disclose material facts, regarding (a) the accuracy of the Company’s financial statements; (b) the Company’s true earnings and expenses; (c) the effectiveness of the Company’s disclosure controls and controls over financial reporting; (d) the true nature and depth of financial risk associated with the Company’s tractor lease guaranty program; (e) the Company’s leverage ratios and compliance with its credit facilities; and (f) the value of the goodwill the Company carried on its balance sheet. The CAC seeks certification as a class action, compensatory damages, and attorney’s fees and costs. On November 19, 2018, the parties entered into a binding term sheet agreeing to settle the action for $20 million, $17.9 million of which will be funded by the Company's D&O carriers ($4.8 million of which is by way of a pass through of the D&O carriers’ payment to the Company in connection with the settlement of the Federal Derivative Action described below). The settlement is conditioned on a settlement of the Federal Derivative Action described below, dismissal of the State Derivative Action described below, and final court approval of the settlements in this action and in the Federal Derivative Action. The parties have submitted a Stipulation of Settlement to the Court for preliminary approval.

On May 25, 2017, Richard Flanagan filed a complaint alleging derivative claims on the Company's behalf in the Circuit Court of Milwaukee County, State of Wisconsin (Case No. 17-cv-004401) against Scott Rued, Mark DiBlasi, Christopher Doerr, John Kennedy, III, Brian Murray, James Staley, Curtis Stoelting, William Urkiel, Judith Vijums, Michael Ward, Chad Utrup, Ivor Evans, Peter Armbruster, and Brian van Helden (the “State Derivative Action”). Count I of the complaint alleges the Director Defendants breached their fiduciary duties by “knowingly failing to ensure that the Company implemented and maintained adequate internal controls over its accounting and financial reporting functions,” and seeks unspecified damages. Count II of the complaint alleges the Officer Defendants DiBlasi, Armbruster, and van Helden received substantial performance-based compensation and bonuses for fiscal year 2014 that should be disgorged. The action has been stayed pending the District Court’s approval of the proposed settlement of the Federal Derivative Action, following which the defendants would move to dismiss this action as moot. While the case was stayed, the plaintiff obtained permission to file an amended complaint adding claims against two former Company employees: Bret Naggs and Mark Wogsland.

On June 28, 2017, Jesse Kent filed a complaint alleging derivative claims on the Company's behalf and class action claims in the United States District Court for the Eastern District of Wisconsin. On December 22, 2017, Chester County Employees Retirement Fund filed a complaint alleging derivative claims on the Company's behalf in the United States District Court for the Eastern District of Wisconsin. On March 21, 2018, the Court entered an order consolidating the Kent and Chester County actions under the caption Kent v. Stoelting et al (Case No. 17-cv-00893) (the “Federal Derivative Action”). On March 28, 2018, plaintiffs filed their Verified Consolidated Shareholder Derivative Complaint alleging claims on behalf of the Company against Peter Armbruster, Mark DiBlasi, Scott Dobak, Christopher Doerr, Ivor Evans, Brian van Helden, John Kennedy III, Ralph Kittle, Brian Murray, Scott Rued, James Staley, Curtis Stoelting, William Urkiel, Chad Utrup, Judith Vijums, and Michael Ward. Count I alleges that several of the defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 based upon alleged misrepresentations and omissions in several of the Company’s proxy statements. Count II alleges that all the defendants breached their fiduciary duty. Count III alleges that all the defendants wasted corporate assets. Count IV alleges that certain of the defendants were unjustly enriched. The Complaint seeks monetary damages, improvements to the Company’s corporate governance and internal procedures, an accounting from defendants of the damages allegedly caused by them and the improper amounts the defendants allegedly obtained, and punitive damages. The parties have submitted a Stipulation of Settlement to the Court for preliminary approval, which provides for certain corporate governance changes and a $6.9 million payment, $4.8 million of which will be paid by the Company’s D&O carriers into an escrow account to be used by the Company to settle the class action described above and $2.1 million of which will be paid by the Company’s D&O carriers to cover plaintiffs attorney’s fees and expenses.

Given the status of the matters above, the Company concluded in the third quarter of 2018 that a liability is probable and

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recorded the estimated loss of $22 million which is recorded within accrued expenses and other current liabilities and a corresponding insurance reimbursement receivable of $20 million which is recorded in prepaid expenses and other current assets for all periods presented.

In addition, subsequent to the Company's announcement that certain previously filed financial statements should not be relied upon, the Company was contacted by the SEC, Financial Industry Regulatory Authority (“FINRA”), and the Department of Justice (“DOJ”). The DOJ and Division of Enforcement of the SEC have commenced investigations into the events giving rise to the restatement. The Company has received formal requests for documents and other information. In June 2018, two of the Company's former employees were indicted on charges of conspiracy, securities fraud, and wire fraud as part of the ongoing DOJ investigation. In April 2019, the indictment was superseded with an indictment against those two former employees as well as the Company’s former Chief Financial Officer.  In the superseding indictment, Count I alleges that all defendants engaged in conspiracy to fraudulently influence accountants and make false entries in a public company’s books, records and accounts. Counts II-V allege specific acts by all defendants to fraudulently influence accountants. Counts VI through IX allege specific acts by all defendants to falsify entries in a public company’s books, records, and accounts. Count X alleges that all defendants engaged in conspiracy to commit securities fraud and wire fraud. Counts XI - XIII allege specific acts by all defendants of securities fraud. Counts XIV - XVII allege specific acts by all defendants of wire fraud. Count XVIII alleges bank fraud by the Company’s former Chief Financial Officer. Count XIX alleges securities fraud by one of the former employees.

Additionally, in April 2019, the SEC filed suit against the same three former employees. The SEC listed the Company as an uncharged related party. Counts I-V allege that all defendants engaged in a fraudulent scheme to manipulate the Company’s financial results. In particular, Count I alleges that all defendants violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Count II alleges that the Company’s former Chief Financial Officer and one of the former employees violated Section 17(a)(1) and (3) of the Securities Act. Count III alleges the Company’s former Chief Financial Officer violated Section 10(b) of the Exchange Act. And Exchange Act Rule 10b-5(b). Count IV alleges that the two former employees aided and abetted the Company’s violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10-5(b). Count V alleges that the Company’s former Chief Financial Officer and one of the former employees violated Section 17(a)(2) of the Securities Act. Count VI alleges that one of the former employees engaged in insider trading in violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Counts VII alleges that all defendants engaged in aiding and abetting the Company’s reporting violations of Section 13(a) of the Exchange Act. Count VIII alleges that all defendants engaged in aiding and abetting the Company’s record-keeping violations of Section 13(b)(2)(A) of the Exchange Act. Count IX alleges that the Company’s former Chief Financial Officer engaged in aiding and abetting the Company’s record-keeping violations of Section 13(b)(2)(B) of the Exchange Act. Count X alleges that all defendants engaged in falsification of records and circumvention of controls in violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-1. Count XI alleges that all defendants engaged in false statements to accountants in violation of Rule 13b2-2 of the Exchange Act. Count XIII alleges that the Company’s former Chief Financial Officer engaged in certification violations of rule 3a-14 of the Exchange Act. Count XIII alleges that uncharged party the Company violated (i) Section 10(b) of the Exchange Act and Rule 10b-5; (ii) Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13; and (iii) Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. It further alleges that the Company’s former Chief Financial Officer acts subject him to control person liability for these violations. Count XIV alleges violation of Section 304 of the Sarbanes-Oxley Act of 2002 against the Company’s former Chief Financial Officer.

The Company is cooperating fully with the joint DOJ and SEC investigation. Even though the Company is not named in this investigation, it has an obligation to indemnify the former employees and directors. However, given the status of this matter, the Company is unable to reasonably estimate the potential costs or range of costs at this time. Any costs will be the responsibility of the Company as it has exhausted all of its insurance coverage for costs related to legal actions as part of the restatement.

13. Related Party Transactions

On March 1, 2018, the Company entered into the Series E-1 Preferred Stock Investment Agreement with Elliott, pursuant to which the Company agreed to issue and sell to Elliott from time to time an aggregate of up to 54,750 shares of a newly created class of preferred stock designated as Series E-1 Cumulative Redeemable Preferred Stock. On March 1, 2018, the parties held an initial closing pursuant to which the Company issued and sold to Elliott 17,500 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million and paid Elliott $1.1 million of issuance costs. This agreement was terminated in connection with the closing of the rights offering described in the following paragraph.

On November 8, 2018, the Company entered into a Standby Purchase Agreement with Elliott, pursuant to which Elliott agreed to backstop the Company’s rights offering to raise $450 million. Pursuant to the Standby Purchase Agreement, Elliott agreed to exercise their basic subscription rights in full. In addition, Elliott agreed to purchase from the Company, at the Subscription Price, all unsubscribed shares of common stock in the Rights Offering (the “Backstop Commitment”). The Company did not pay Elliott a fee for providing the Backstop Commitment, but agreed to reimburse Elliott for all documented out-of-pocket costs and expenses in connection with the rights offering, the Backstop Commitment, and the transactions contemplated thereby, including fees for legal counsel to Elliott. Elliott agreed to waive all preferred stock dividends accrued and unpaid after November 30, 2018

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once the rights offering was consummated. On February 26, 2019, the Company closed the rights offering and Elliott purchased a total of 33,745,308 shares of the Company's common stock in the rights offering between its basic subscription rights and the backstop commitment, and following the closing of the rights offering beneficially owned approximately 90.4% of the Company's common stock.

On February 26, 2019, the Company entered into a New Stockholders’ Agreement with Elliott. The Company's execution and delivery of the Stockholders’ Agreement was a condition to Elliott’s backstop commitment. Pursuant to the Stockholders’ Agreement, the Company granted Elliott the right to designate nominees to Company's board of directors and access to available financial information.

On February 26, 2019, the Company entered into the A&R Registration Rights Agreement with Elliott and investment funds affiliated with HCI Equity Partners, which amended and restated the Registration Rights Agreement, dated as of May 2, 2017, between the Company and the parties thereto. The Company's execution and delivery of the A&R Registration Rights Agreement was a condition to Elliott’s backstop commitment. The A&R Registration Rights Agreement amended the Registration Rights Agreement to provide the Elliott Stockholders (as defined therein) and the HCI Stockholders (as defined therein) with unlimited Form S-1 registration rights in connection with Company securities owned by them.

On February 28, 2019, the Company entered into the Term Loan Credit Facility with BMO Harris Bank, N.A. and Elliott which consists of an approximately $61.1 million term loan facility. The Company paid Elliott $0.9 million in issuance costs and fees during the six months ended June 30, 2019. As of June 30, 2019, the Company owed Elliott $41.0 million under the Term Loan Credit Facility. See Note 4 for more information on the Term Loan Credit Facility. On August 2, 2019, the Company entered into a First Amendment to the Term Loan Credit Facility with BMO Harris Bank, N.A and Elliott. See Note 16 for more information on the First Amendment to the Term Loan Credit Facility.

The Company's operating companies have contracts with certain purchased transportation providers that are considered related parties. The Company paid an aggregate of $9.2 million and $6.6 million to these purchased transportation providers during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $15.8 million and $13.2 million to these purchased transportation providers during the six months ended June 30, 2019 and 2018, respectively.

The Company has a number of facility leases with related parties and paid an aggregate of $0.1 million and $0.3 million under these leases during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $0.1 million and $0.7 million under these leases during the six months ended June 30, 2019 and 2018, respectively.

The Company owns 37.5% of Central Minnesota Logistics (“CML”) which operates as one of the Company's brokerage agents. The Company paid CML broker commissions of $0.9 million and $0.7 million during the three months ended June 30, 2019 and 2018, respectively. The Company paid CML broker commissions of $1.7 million and $1.4 million during the six months ended June 30, 2019 and 2018, respectively.

The Company has a jet fuel purchase agreement with a related party and paid an aggregate of $0.4 million and $0.6 million during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $1.2 million under this agreement during the six months ended June 30, 2019 and 2018.

The Company leases certain equipment through leasing companies owned by related parties and paid an aggregate of $0.4 million and $0.8 million during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $2.0 million and $1.5 million during the six months ended June 30, 2019 and 2018, respectively.

On December 13, 2018, the Company entered into an agreement with HCI to resume the advancement of reasonable fees and expenses of up to $7.1 million pursuant to the advisory agreement. In addition, the Company and HCI agreed to contribute $1 million each to resolve the previously mentioned Securities Litigation Proceedings described in Note 11. The Company reserves all rights to seek reimbursement for any fees or expense advanced to HCI, while HCI reserves all rights to seek indemnification for amounts above the $7.1 million and the $1 million that HCI will contribute to resolve the Securities Litigation Proceedings. The Company paid HCI $3.5 million under this agreement during the six months ended June 30, 2019. The Company made no payments during the three months ended June 30, 2019.

On December 27, 2018, the Company filed a registration statement on Form S-1 with the SEC for the offer and sale of up to 312,065 shares of its common stock held by HCI and its affiliates. HCI has completed the sale of all the shares covered by the registration statement in open-market transactions to unaffiliated purchasers. The Company did not receive any cash proceeds from the offer and sale of the shares of common stock sold by HCI.

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On August 2, 2019, the Company entered into a letter agreement (the “Fee Letter”) with Elliott Associates, L.P. and Elliott International, L.P. Pursuant to the Fee Letter, Elliott agreed to arrange for standby letters of credit in an aggregate face amount of $20 million to support the Company's obligations under its ABL Credit Facility. See Note 16 for more information on the Fee Letter.

14. Segment Reporting

The Company determines its segments based on the information utilized by the CODM, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent, Active On-Demand, LTL, and TL. The Company changed its segment reporting effective April 1, 2019, when the CODM began assessing the performance of the Active On-Demand air and ground expedite business separately from its truckload businesses. Segment information for prior periods has been revised to align with the new segment structure.

These 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 corporate, which is not a segment and includes corporate salaries, insurance and administrative costs, and long-term incentive compensation expense.

Included within corporate are rolling stock assets that are purchased and leased by Roadrunner Equipment Leasing (“REL”).  REL, a wholly owned subsidiary of the Company, is a centralized asset management company that purchases and leases equipment that is utilized by the Company's segments for use by company drivers or ICs.

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The following table reflects certain financial data of the Company’s segments for the three and six months ended June 30, 2019 and 2018 and as of June 30, 2019 and December 31, 2018 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues:
Ascent	$	130,160		$	144,630		$	261,853		$	279,573
Active On-Demand	101,492			164,770			244,263			359,536
LTL	117,076			117,164			219,898			230,289
TL	141,472			145,761			278,483			290,318
Eliminations	(9,512		)	(14,299		)	(16,661		)	(31,706		)
Total	$	480,688		$	558,026		$	987,836		$	1,128,010
Operating (loss) income:
Ascent	$	5,880		$	7,314		$	11,252		$	14,021
Active On-Demand	(2,614		)	7,808			583			14,261
LTL	(4,440		)	(3,743		)	(10,275		)	(12,427		)
TL	(103,506		)	(8,558		)	(110,422		)	(10,611		)
Corporate	(33,161		)	(14,196		)	(49,755		)	(30,049		)
Total	$	(137,841	)	$	(11,375	)	$	(158,617	)	$	(24,805	)
Interest expense	4,632			34,232			8,514			43,775
Loss on debt restructuring	—			—			2,270			—
Loss before income taxes	$	(142,473	)	$	(45,607	)	$	(169,401	)	$	(68,580	)
Depreciation and amortization:
Ascent	$	1,616		$	1,168		$	3,298		$	2,356
Active On-Demand	2,125			2,036			4,221			4,030
LTL	1,085			900			1,723			1,813
TL	7,030			4,205			16,121			8,507
Corporate	2,932			815			4,967			1,483
Total	$	14,788		$	9,124		$	30,330		$	18,189
Capital expenditures(1):
Ascent	$	213		$	355		$	2,050		$	709
Active On-Demand	1,167			1,322			2,315			2,429
LTL	3,248			55			5,020			255
TL	2,582			1,618			8,306			3,508
Corporate(2)	24,162			12,510			49,995			14,934
Total	$	31,372		$	15,860		$	67,686		$	21,835

	June 30, 2019			December 31, 2018
Assets:
Ascent	$	302,185		$	276,994
Active On-Demand	99,127			136,795
LTL	123,494			73,706
TL	176,929			244,760
Corporate	143,967			123,921
Eliminations(3)	(2,381		)	(2,719		)
Total	$	843,321		$	853,457

(1) Includes non-cash finance leases and capital expenditures not yet paid.

(2) The first half of 2019 included $42.5 million of rolling stock assets that were purchased and leased to operating units of the Company by REL, of which 64% was leased to the TL segment, 35% was leased to the LTL segment and 1% was leased to the Ascent segment.

(3) Eliminations represents intercompany trade receivable balances between the four segments.

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15. Restructuring Costs

In the second quarter of 2018, the Company restructured its temperature-controlled truckload business by completing the integration of multiple operating companies into one business unit. As part of this integration, the Company also right-sized its temperature-controlled fleets, facilities, and support functions. As a result, in the second quarter of 2018, the Company recorded operations restructuring costs of $4.7 million related to fleet and facilities right-sizing and relocation costs, severance costs, and the write-down of assets to fair market value. The initial write-down of assets to fair market value totaled $1.3 million and was recorded to property and equipment, while the remaining $3.4 million was recorded in accrued expenses and other current liabilities. None of the remaining individual components are considered material to the overall cost. The following is a rollforward of the Company's restructuring reserve balance as of June 30, 2019 (in thousands).

	Restructuring reserves
Beginning balance at December 31, 2018	$	544
Charges	—
Adjustments(1)	(79		)
Payments	(327		)
Ending balance at June 30, 2019	$	138

(1) The adjustment relates to the adoption of Topic 842 for lease terminations included in the restructuring reserve.

The Company also incurred corporate restructuring and restatement costs associated with legal, consulting and accounting matters, including internal and external investigations, SEC and accounting compliance, and restructuring of $3.2 million and $3.9 million for the three months ended June 30, 2019 and 2018, respectively, and $6.7 million and $10.8 million for the six months ended June 30, 2019 and 2018, respectively. These costs are included in other operating expenses.

16. Subsequent Events

ABL Facility Amendment

On August 2, 2019, the Company and its direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “ABL Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto with respect to the ABL Credit Facility. Pursuant to the ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, add Acceptable Letters of Credit (as defined in the ABL Facility Amendment) to the Borrowing Base (as defined in the ABL Credit Facility as amended by the ABL Facility Amendment).

Term Loan Facility Amendment

On August 2, 2019, the Company and its direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “Term Loan Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott Associates, L.P. and Elliott International, L.P, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner, with respect to the Term Loan Credit Facility. Pursuant to the Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things: (i) defer the September 1, 2019 quarterly amortization payments otherwise due thereunder to December 1, 2019, and (ii) provide that CapX Loans (as defined in the Term Loan Credit Facility) shall not be available during the period commencing on August 2, 2019 and continuing until payment of the December 1, 2019 quarterly amortization payments.

Fee Letter

On August 2, 2019, the Company entered into the Fee Letter with Elliott. Pursuant to the Fee Letter, Elliott agreed to arrange for standby letters of credit (“Letters of Credit”) in an aggregate face amount of $20.0 million (the “Face Amount”) to support the Company's obligations under the ABL Credit Facility. As consideration for Elliott providing the Letters of Credit, the Company agreed to (i) pay Elliott a fee (the “Letter of Credit Fee”) on the LC Amount (as hereafter defined), accruing from the date of issuance through the date of expiration (or if drawn, the date of reimbursement by the Company of the LC Amount to Elliott), at a rate equal to the LIBOR Rate (as defined in the ABL Credit Facility) plus 7.50%, which will be payable in kind by adding the amount then due to the then outstanding LC Amount, and (ii) reimburse Elliott for any draw on the Letters of Credit, including the amount of such draw and any taxes, fees, charges, or other costs or expenses reasonably incurred by Elliot in connection with such draw, promptly after receipt of notice of any such drawing under the Letters of Credit, in each case subject to the terms and

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conditions of the Fee Letter. "LC Amount" means the Face Amount, as increased by the amount of payment in kind Letter of Credit Fee added to such amount on the last day of each interest period.

Insurance Premium Financing

In July 2019, the Company executed an insurance premium financing agreement of $20.7 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on September 1, 2019, the financing agreement will be payable in nine monthly installments of principal and interest of approximately $2.4 million. The agreement will bear interest at 5.25%.

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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, 2018. This discussion and analysis should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in our Annual Report on Form 10-K for the year ended December 31, 2018.

Overview

We are a leading asset-right transportation and asset-light logistics service provider offering a full suite of solutions under the Roadrunner, Active On-Demand and Ascent Global Logistics brands. The Roadrunner brand offers less-than-truckload, over-the-road truckload and intermodal services. Active On-Demand offers premium mission critical air and ground transportation solutions. Ascent Global Logistics offers domestic freight management and brokerage, warehousing and retail consolidation, international freight forwarding, and customs brokerage. We serve a diverse customer base in terms of end-market focus and annual freight expenditures. We are headquartered in Downers Grove, Illinois with operations primarily in the United States.

Effective April 1, 2019, we changed our segment reporting when we separated our Active On-Demand air and ground expedite business from our truckload businesses. Segment information for prior periods has been revised to align with the new segment structure.

Our four segments are as follows:

Ascent Global Logistics. Within our Ascent segment, we offer a full portfolio of domestic and international transportation and logistics solutions, including access to cost-effective and time-sensitive modes of transportation within our broad network. Ascent provides domestic freight management solutions including asset-backed truckload brokerage, specialized/heavy haul, LTL shipment execution, LTL carrier rate negotiations, access to our Transportation Management System and freight audit/payment services. Ascent also provides clients with international freight forwarding, customs brokerage, regulatory compliance services and project and order management. We also specialize in retail consolidation and full truckload consolidation to retailers to improve On Time in Full compliance. We serve our customers through either our direct sales force or through a network of independent agents. Our customized Ascent offerings are designed to allow our customers to reduce operating costs, redirect resources to core competencies, improve supply chain efficiency, and enhance customer service.

Active On-Demand. Our Active On-Demand segment provides ground and air expedited services featuring proprietary bid technology supported by our fleets of ground and air assets. We specialize in the transport of automotive and industrial parts. On-demand air charter is the segment of the air cargo industry focused on the time critical movement of goods that requires the timely launch of an aircraft to move freight. These critical movements of freight are typically necessary to prevent a disruption in the supply chain due to lack of components. The primary users of on-demand air charter services are auto manufacturers, component manufacturers, and other heavy equipment makers or just-in-time manufacturers.

Less-than-Truckload. Our LTL segment involves the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments throughout the United States and parts of Canada. With a large network of LTL service centers and third-party pick-up and delivery agents, we are designed to provide customers with high reliability at an economical cost. We generally 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 lower incidence of damage and reduced fuel consumption.

Truckload. Within our TL segment we serve customers throughout North America. We provide the following services: scheduled and expedited dry van truckload, temperature controlled truckload, flatbed, intermodal drayage and other warehousing operations. We specialize in the transport of automotive and industrial parts, frozen and refrigerated foods including dairy, poultry and meat, and consumer products including foods and beverages. Roadrunner Dry Van, Temperature Controlled, Intermodal Services and Flatbed businesses provide specialized truckload services to beneficial cargo owners, freight management partners and brokers. We believe this array of technology, services, and specialization best serves our customers and provides us with more consistent shipping volumes in any given year.

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Factors Important to Our Business

Our success principally depends on our ability to generate revenues through our dedicated sales personnel, long-standing Company relationships, and independent agent network 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, events leading to expedited shipping requirements, 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, personnel and related benefits costs, fuel costs, pricing dynamics, customer mix, and our ability to manage costs effectively.

Sales Personnel and Agent Network.  In our Ascent business, we have approximately 150 direct salespeople and sales representatives located in 24 company offices, and a network of approximately 60 independent agents. Agents complement our Company sales force by bringing pre-existing customer relationships, new customer prospects, and/or access to new geographic markets. Furthermore, agents typically provide immediate revenue and do not require us to invest in incremental overhead. Agents own or lease their own office space and pay for other costs associated with running their operations. In our Active On-Demand business, we market and sell our air and ground expedite services through a direct sales team of eight individuals in the United States and Mexico as well as other company relationships such as management and customer service representatives. In our LTL business, we market and sell our LTL services through a sales force of approximately 70 people, consisting of account executives, sales managers, and commissioned sales representatives. In our TL business, we arrange the pickup and delivery of freight either through our direct sales force or other Company relationships including management, dispatchers, or customer service representatives.

Tonnage Levels and Capacity. Competition intensifies in the transportation industry as tonnage levels decrease and equipment capacity increases. Our ability to maintain or grow existing tonnage levels is impacted by overall economic conditions, shipping demand, over-the-road freight capacity in North America, and capacity in domestic air freight, as well as by our ability to compete effectively in terms of pricing, safety, and on-time delivery. We do business with a broad base of third-party carriers, including independent contractors (“ICs”) and purchased power providers, together with a blend of our own ground and air capacity, which reduces the impact of tightening capacity on our business.

Purchased Transportation Costs. Purchased transportation costs within our Ascent business, purchased transportation costs represent payments made to ground, ocean, and air carriers, ICs, brokers and agents, based on a combination of contractually agreed-upon and spot market rates. Purchased transportation costs are the largest component of our cost structure. Our purchased transportation costs typically increase or decrease in proportion to revenues. Purchased transportation costs within our Active On-Demand business are spot market rates generated from our proprietary bid technology for ground and air services. Purchased transportation costs within our LTL business represent payments to ICs, over-the-road purchased power providers, intermodal service providers, brokers and agents, based on a combination of contractually agreed-upon and spot market rates. Purchased transportation costs within our TL business are generally based either on negotiated rates for each load hauled or spot market rates.

Personnel and Related Benefits. Personnel and related benefits costs are a large component of our overall cost structure. We employ approximately 1,400 company drivers who are paid either per mile or at an hourly rate. In addition, we employ over 900 dock and warehouse workers and over 2,400 operations and other administrative personnel to support our day-to-day business activities. Personnel and related benefits costs could vary significantly as we may be required to adjust staffing levels to match our business needs.

Fuel. 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 Ascent, Active On-Demand, and TL businesses, we generally pass fuel costs through to our customers. As a result, our operating income in these businesses is less impacted by increases 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.

Pricing. The pricing environment in the transportation industry also impacts our operating performance. Within our Ascent 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. Since we offer both truckload and LTL shipping as part of our Ascent offering, pricing within our Ascent business is impacted by similar factors. The pricing environment for all of our operations

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generally becomes more competitive during periods of lower industry tonnage levels and/or increased capacity within the over-the-road freight sector. In addition, when we provide international freight forwarding services in our Ascent business, we also contract with airlines, ocean carriers, and agents as needed. The international shipping markets are very dynamic and we must therefore adjust rates regularly based on market conditions. Within our Active On-Demand business, our pricing engine is a spot-based proprietary bid technology, which is typically driven by market demand and shipment characteristics such as frequency and consistency, length of haul, and customer and geographic mix. 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 comprised of a base rate, a fuel surcharge, and any applicable accessorial fees and surcharges. Our LTL pricing is dictated primarily by factors such as shipment size, shipment frequency, length of haul, freight density, customer requirements and geographical location. Within our TL business, we typically charge a flat rate negotiated on each load hauled. Pricing within our TL business is typically driven by shipment frequency and consistency, length of haul, and customer and geographic mix, but generally has fewer influential factors than pricing within our LTL business.

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Results of Operations

The following tables set forth, for the periods indicated, summary Ascent, Active On-Demand, LTL, TL, corporate, and consolidated statement of operations data.

(In thousands)	Three Months Ended June 30, 2019
	Ascent		Active On-Demand			LTL			TL			Corporate/ Eliminations			Total
Revenues	$	130,160	$	101,492		$	117,076		$	141,472		$	(9,512	)	$	480,688
Operating expenses:
Purchased transportation costs	93,182		87,849			80,859			65,407			(9,512		)	317,785
Personnel and related benefits	13,508		9,166			18,724			30,273			10,015			81,686
Other operating expenses	15,974		4,966			20,848			46,932			7,219			95,939
Depreciation and amortization	1,616		2,125			1,085			7,030			2,932			14,788
Impairment charges	—		—			—			95,336			12,995			108,331
Total operating expenses	124,280		104,106			121,516			244,978			23,649			618,529
Operating income (loss)	5,880		(2,614		)	(4,440		)	(103,506		)	(33,161		)	(137,841		)
Total interest expense															4,632
Loss before income taxes															(142,473		)
Benefit from income taxes															(524		)
Net loss															$	(141,949	)

(In thousands)	Three Months Ended June 30, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	144,630	$	164,770	$	117,164		$	145,761		$	(14,299	)	$	558,026
Operating expenses:
Purchased transportation costs	106,861		141,021		82,318			64,175			(14,303		)	380,072
Personnel and related benefits	12,465		9,038		17,428			30,756			6,151			75,838
Other operating expenses	16,822		4,867		20,261			55,183			7,234			104,367
Depreciation and amortization	1,168		2,036		900			4,205			815			9,124
Total operating expenses	137,316		156,962		120,907			154,319			(103		)	569,401
Operating income (loss)	7,314		7,808		(3,743		)	(8,558		)	(14,196		)	(11,375		)
Total interest expense														34,232
Loss before income taxes														(45,607		)
Benefit from income taxes														(3,652		)
Net loss														$	(41,955	)

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The following table sets forth a reconciliation of net loss to Adjusted EBITDA and provides Adjusted EBITDA for Ascent, Active On-Demand, LTL, TL, and corporate for the periods indicated.

(In thousands)	Three Months Ended June 30, 2019
	Ascent		Active On-Demand			LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	5,777	$	(2,614	)	$	(4,494	)	$	(104,278	)	$	(36,340	)	$	(141,949	)
Plus: Total interest expense	95		—			54			772			3,711			4,632
Plus: Provision (benefit) for income taxes	8		—			—			—			(532		)	(524		)
Plus: Depreciation and amortization	1,616		2,125			1,085			7,030			2,932			14,788
Plus: Impairment charges	—		—			—			95,336			12,995			108,331
Plus: Long-term incentive compensation expenses	—		—			—			—			4,594			4,594
Plus: Settlement of contingent purchase obligation	—		—			—			—			360			360
Plus: Corporate restructuring and restatement costs	—		—			—			—			3,242			3,242
Adjusted EBITDA(1)	$	7,496	$	(489	)	$	(3,355	)	$	(1,140	)	$	(9,038	)	$	(6,526	)

(In thousands)	Three Months Ended June 30, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	7,285	$	7,808	$	(3,763	)	$	(8,566	)	$	(44,719	)	$	(41,955	)
Plus: Total interest expense	29		—		20			8			34,175			34,232
Plus: Benefit from income taxes	—		—		—			—			(3,652		)	(3,652		)
Plus: Depreciation and amortization	1,168		2,036		900			4,205			815			9,124
Plus: Long-term incentive compensation expenses	—		—		—			—			426			426
Plus: Operations restructuring costs	—		—		—			4,655			—			4,655
Plus: Corporate restructuring and restatement costs	—		—		—			—			3,911			3,911
Adjusted EBITDA(1)	$	8,482	$	9,844	$	(2,843	)	$	302		$	(9,044	)	$	6,741

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(In thousands)	Six Months Ended June 30, 2019
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	261,853	$	244,263	$	219,898		$	278,483		$	(16,661	)	$	987,836
Operating expenses:
Purchased transportation costs	188,667		210,007		152,450			126,097			(16,661		)	660,560
Personnel and related benefits	27,252		19,084		36,280			61,118			17,167			160,901
Other operating expenses (2)	31,384		10,368		39,720			90,233			13,848			185,553
Depreciation and amortization	3,298		4,221		1,723			16,121			4,967			30,330
Impairment charges	—		—		—			95,336			13,773			109,109
Total operating expenses	250,601		243,680		230,173			388,905			33,094			1,146,453
Operating income (loss)	11,252		583		(10,275		)	(110,422		)	(49,755		)	(158,617		)
Total interest expense														8,514
Loss on debt restructuring														2,270
Loss before income taxes														(169,401		)
Benefit from income taxes														(453		)
Net loss														$	(168,948	)

(In thousands)	Six Months Ended June 30, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	279,573	$	359,536	$	230,289		$	290,318		$	(31,706	)	$	1,128,010
Operating expenses:
Purchased transportation costs	205,374		313,630		164,315			129,423			(31,707		)	781,035
Personnel and related benefits	24,606		17,711		35,563			61,251			12,594			151,725
Other operating expenses (2)	33,216		9,904		41,025			101,748			15,973			201,866
Depreciation and amortization	2,356		4,030		1,813			8,507			1,483			18,189
Total operating expenses	265,552		345,275		242,716			300,929			(1,657		)	1,152,815
Operating income (loss)	14,021		14,261		(12,427		)	(10,611		)	(30,049		)	(24,805		)
Total interest expense														43,775
Loss before income taxes														(68,580		)
Benefit from income taxes														(2,982		)
Net loss														$	(65,598	)

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(In thousands)	Six Months Ended June 30, 2019
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	11,044	$	583	$	(10,363	)	$	(111,886	)	$	(58,326	)	$	(168,948	)
Plus: Total interest expense	188		—		88			1,464			6,774			8,514
Plus: (Benefit from) provision for income taxes	20		—		—			—			(473		)	(453		)
Plus: Depreciation and amortization	3,298		4,221		1,723			16,121			4,967			30,330
Plus: Long-term incentive compensation expenses	—		—		—			—			6,325			6,325
Plus: Settlement of contingent purchase obligation	—		—		—			—			360			360
Plus: Impairment charges	—		—		—			95,336			13,773			109,109
Plus: Loss on debt restructuring	—		—		—			—			2,270			2,270
Plus: Corporate restructuring and restatement costs	—		—		—			—			6,674			6,674
Adjusted EBITDA(1)	$	14,550	$	4,804	$	(8,552	)	$	1,035		$	(17,656	)	$	(5,819	)

(In thousands)	Six Months Ended June 30, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	13,962	$	14,261	$	(12,483	)	$	(10,630	)	$	(70,708	)	$	(65,598	)
Plus: Total interest expense	59		—		56			19			43,641			43,775
Plus: Benefit from income taxes	—		—		—			—			(2,982		)	(2,982		)
Plus: Depreciation and amortization	2,356		4,030		1,813			8,507			1,483			18,189
Plus: Long-term incentive compensation expenses	—		—		—			—			1,003			1,003
Plus: Operations restructuring costs	—		—		—			4,655			—			4,655
Plus: Corporate restructuring and restatement costs	—		—		—			—			10,824			10,824
Adjusted EBITDA(1)	$	16,377	$	18,291	$	(10,614	)	$	2,551		$	(16,739	)	$	9,866

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⁽¹⁾ EBITDA represents earnings before interest, taxes, depreciation and amortization. We calculate Adjusted EBITDA as EBITDA excluding impairment and other non-cash gains and losses, other long-term incentive compensation expenses, loss on debt restructuring, settlements of contingent purchase obligations, operations restructuring costs, and corporate restructuring and restatement costs associated with legal, consulting and accounting matters, including internal and external investigations. We use Adjusted EBITDA as a supplemental measure in evaluating our operating performance and when determining executive incentive compensation. We believe Adjusted EBITDA is useful to investors in evaluating our performance compared to other companies in our industry because it assists in analyzing and benchmarking the performance and value of a business. The calculation of Adjusted EBITDA eliminates the effects of financing, income taxes, and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. Although our management uses Adjusted EBITDA as a financial measure to assess the performance of our business compared to that of others in our industry, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures, future requirements for capital expenditures, or contractual commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt or dividend payments on our previously outstanding preferred stock;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our results of operations under GAAP. See the condensed consolidated statements of operations included in our condensed consolidated financial statements included elsewhere in this Form 10-Q.

⁽²⁾ Operations restructuring costs of $4.7 million are included in other operating expenses within the TL segment. See Note 14 to our condensed consolidated financial statements for additional information.

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A summary of operating statistics for our LTL segment for the three and six months ended June 30 is shown below:

(In thousands, except for statistics)	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019			2018			% Change		2019			2018			% Change
Revenue	$	117,076		$	117,164		(0.1	)%	$	219,898		$	230,289		(4.5	)%
Less: Backhaul Revenue	774			3,133					1,803			3,133
Less: Eliminations	(71		)	(69		)			(140		)	(146		)
Adjusted Revenue(1)	$	116,373		$	114,100		2.0	%	$	218,235		$	227,302		(4.0	%)
Adjusted Revenue excluding fuel(1)	101,727			98,397			3.4	%	191,027			196,735			(2.9	%)
Adjusted Revenue per hundredweight (incl. fuel)	$	21.53		$	21.03		2.4	%	$	21.49		$	21.00		2.3	%
Adjusted Revenue per hundredweight (excl. fuel)	$	18.82		$	18.13		3.8	%	$	18.81		$	18.17		3.5	%
Adjusted Revenue per shipment (incl. fuel)	$	248.06		$	240.77		3.0	%	$	247.22		$	236.54		4.5	%
Adjusted Revenue per shipment (excl. fuel)	$	216.84		$	207.63		4.4	%	$	216.40		$	204.73		5.7	%
Weight per shipment (lbs.)	1,152			1,145			0.6	%	1,150			1,127			2.0	%
Shipments per day	7,330			7,405			(1.0	)%	6,951			7,507			(7.4	%)

⁽¹⁾ Our management uses Adjusted Revenue and Adjusted Revenue excluding fuel to calculate the above statistics as they believe it is a more useful measure to investors since backhaul revenue and eliminations are not included in our LTL standard pricing model, which is based on weights and shipments.

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Three Months EndedJune 30, 2019 Compared to Three Months EndedJune 30, 2018

Consolidated Results

Consolidated revenues decreased to $480.7 million in the second quarter of 2019 compared to $558.0 million in the second quarter of 2018. Lower revenues in all of our segments contributed to the decrease.

Our consolidated operating loss was $137.8 million in the second quarter of 2019 compared to $11.4 million in the second quarter of 2018. Lower consolidated operating results in the second quarter of 2019 were attributable to a decrease in operating results within all of our segments. Also impacting consolidated operating loss in the second quarter of 2019 were impairment charges of $108.3 million. Included in the impairment charges were goodwill impairment charges of $92.9 million and an intangible asset impairment charge of $1.9 million within our TL segment. These impairment charges are discussed in further detail within Critical Accounting Policies and Estimates later in this discussion. We also recorded an asset impairment charge of $0.5 million related to assets held for sale in our TL segment and software impairment charges of $13.0 million associated with the abandonment of current software development in favor of alternative customized software solutions.

Our consolidated net loss was $141.9 million in the second quarter of 2019 compared to $42.0 million in the second quarter of 2018. In addition to the explanations provided above for our consolidated operating loss, our consolidated net loss in the second quarter of 2019 was impacted by a decrease in interest expense.

Interest expense decreased to $4.6 million during the second quarter of 2019 from $34.2 million during the second quarter of 2018, primarily due to the absence of interest on the preferred stock (which was fully redeemed in the first quarter of 2019 after completion of the rights offering), partially offset by higher interest expense from finance leases.

The benefit from income taxes was $0.5 million for the second quarter of 2019 compared to $3.7 million for the second quarter of 2018. The effective tax rate was 0.4% during the second quarter of 2019 and 8.0% during the second quarter of 2018. The effective tax rate varies from the federal statutory rate of 21.0% primarily due to adjustments to the valuation allowance for deferred tax assets, adjustments for permanent differences, and state income taxes. The federal tax benefit for 2019 was entirely offset by adjustments to the valuation allowance. Significant permanent differences include the non-deductible portion of the goodwill impairment charge in 2019 and non-deductible interest expense associated with our preferred stock in 2018. The state tax benefit for both years was partially offset by adjustments to the valuation allowance.

The rest of our discussion will focus on the operating results of our four segments:

Ascent Global Logistics

Operating results in our Ascent segment declined as operating income was $5.9 million in the second quarter of 2019 compared to $7.3 million in the second quarter of 2018. Ascent revenues decreased $14.5 million and purchased transportation decreased $13.7 million primarily attributable to lower volumes and rates in our domestic freight management business, partially offset by improvements in our international freight forwarding (expanded volumes at new and existing customers) and our retail consolidation business (growth from new and existing customers). Ascent personnel and related benefits increased $1.0 million. Other operating expenses decreased $0.8 million primarily due to our focus on overall cost management.

Active On-Demand

Operating results in our Active On-Demand segment declined to an operating loss of $2.6 million in the second quarter of 2019 compared to operating income of $7.8 million in the second quarter of 2018. Active On-Demand revenues decreased $63.3 million and purchased transportation decreased $53.2 million primarily attributable to lower market demand for both air and ground expedite, which negatively impacted volumes and rates.

Less-than-Truckload

Operating results in our LTL segment declined to an operating loss of $4.4 million in the second quarter of 2019 compared to an operating loss of $3.7 million in the second quarter of 2018. LTL revenues were flat quarter over quarter, however, excluding backhaul and fuel surcharge revenue, revenues increased 3.4%. Purchased transportation decreased $1.5 million driven by lower pickup and delivery costs as well as lower purchased power and improved planning and efficiency. LTL personnel and related benefits increased $1.3 million, while other operating expenses increased $0.6 million. The increase in LTL other operating expenses was primarily due to higher equipment repair and maintenance costs of $1.7 million, partially offset by lower bad debt expense.

Truckload

Operating results in our TL segment declined to an operating loss of $103.5 million in the second quarter of 2019 compared to an operating loss of $8.6 million in the second quarter of 2018. TL operating results for the second quarter of 2019 were negatively impacted by the previously mentioned impairment charges of $95.3 million. TL operating results for the second quarter

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of 2018 included operations restructuring costs of $4.7 million related to fleet and facilities right-sizing and relocation costs, severance costs, and the write-down of assets held-for-sale to fair market value in our temperature controlled and intermodal businesses. TL revenues decreased $4.3 million while purchased transportation costs increased $1.2 million. The decline in TL revenues was primarily attributable to revenue declines at our temperature controlled and intermodal businesses, partially offset by higher revenues in our dry van business. TL depreciation expense increased $2.8 million due to higher property and equipment balances attributable to finance leases. TL personnel and related benefits decreased $0.5 million, while other operating expenses decreased $8.3 million. The decrease in TL operating expenses was primarily due to the previously mentioned operations restructuring costs of $4.7 million that impacted the second quarter of 2018. Also contributing to lower operating expenses was lower equipment operating lease costs of $2.6 million and lower fuel costs of $2.1 million.

Other Operating Expenses

Other operating expenses that were not allocated to our Ascent, Active On-Demand, LTL or TL segments were flat as we incurred $7.2 million in the second quarter of 2019 compared to $7.2 million in the second quarter of 2018. Restructuring and restatement costs associated with legal, consulting and accounting matters, including internal and external investigations, SEC and accounting compliance, and restructuring were $3.2 million and $3.9 million in the second quarter of 2019 and 2018, respectively. Also impacting other operating expenses was higher rental income from equipment leased to ICs, partially offset by higher insurance costs and higher legal settlements.

Additionally, software impairment charges of $13.0 million in the second quarter of 2019 associated with the abandonment of current software development in favor of alternative customized software solutions were not allocated to our segments.

Six Months EndedJune 30, 2019 Compared to Six Months EndedJune 30, 2018

Consolidated Results

Consolidated revenues decreased to $987.8 million in the first half of 2019 compared to $1,128.0 million in the first half of 2018. Lower revenues in all of our segments contributed to the decrease.

Our consolidated operating loss was $158.6 million in the first half of 2019 compared to $24.8 million in the first half of 2018. Lower consolidated operating results in the first half of 2019 were attributable to a decrease in operating results within our TL, Active On-Demand and Ascent segments, partially offset by improved operating results in our LTL segment. Also impacting consolidated operating loss in the first half of 2019 were impairment charges of $109.1 million. Included in the impairment charges were goodwill impairment charges of $92.9 million and an intangible asset impairment charge of $1.9 million within our TL segment. These impairment charges are discussed in further detail within Critical Accounting Policies and Estimates later in this discussion. We also recorded an asset impairment charge of $0.5 million related to assets held for sale in our TL segment and software impairment charges of $13.8 million associated with the abandonment of current software development in favor of alternative customized software solutions.

Our consolidated net loss was $168.9 million in the first half of 2019 compared to $65.6 million in the first half of 2018. In addition to the explanations provided above for our consolidated operating loss, our consolidated net loss in the first half of 2019 was impacted by a decrease in interest expense, partially offset by a loss on debt restructuring of $2.3 million.

Interest expense decreased to $8.5 million during the first half of 2019 from $43.8 million during the first half of 2018, primarily due to the waiver of interest on the preferred stock until it was fully redeemed in the first quarter of 2019 after completion of the rights offering, partially offset by higher interest expense from finance leases.

The benefit from income taxes was $0.5 million for the first half of 2019 compared to $3.0 million for the first half of 2018. The effective tax rate was 0.3% during the first half of 2019 and 4.3% during the first half of 2018. The effective tax rate varies from the federal statutory rate of 21.0% primarily due to adjustments to the valuation allowance for deferred tax assets, adjustments for permanent differences, and state income taxes. The federal tax benefit for 2019 was entirely offset by adjustments to the valuation allowance. Significant permanent differences include the non-deductible portion of the goodwill impairment charge in 2019 and non-deductible interest expense associated with our preferred stock in 2018. The state tax benefit for both years was partially offset by adjustments to the valuation allowance.

The rest of our discussion will focus on the operating results of our four segments:

Ascent Global Logistics

Operating results in our Ascent segment declined as operating income was $11.3 million in the first half of 2019 compared to $14.0 million in the first half of 2018. Ascent revenues decreased $17.7 million and purchased transportation decreased $16.7 million primarily attributable to lower volumes and rates in our domestic freight management business, partially offset by improvements in our international freight forwarding (expanded volumes at new and existing customers) and our retail consolidation

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business (growth from new and existing customers). Ascent personnel and related benefits increased $2.6 million. Other operating expenses decreased $1.8 million primarily due to our focus on overall cost management.

Active On-Demand

Operating results in our Active On-Demand segment declined as operating income was $0.6 million in the first half of 2019 compared to $14.3 million in the first half of 2018. Active On-Demand revenues decreased $115.3 million and purchased transportation decreased $103.6 million, attributable to lower market demand for both air and ground expedite, which negatively impacted volumes and rates. Also impacting revenue was a reduced capture rate on our fleets due to reduced aircraft availability. Active On-Demand personnel and related benefits increased $1.4 million and other operating expenses increased $0.5 million primarily due to higher aircraft maintenance costs.

Less-than-Truckload

Operating results in our LTL segment improved to an operating loss of $10.3 million in the first half of 2019 compared to an operating loss of $12.4 million in the first half of 2018. LTL revenues decreased $10.4 million due to a decrease in shipping volumes related to a reduction in selected service areas in order to reduce unprofitable freight. Purchased transportation decreased $11.9 million driven by lower volumes and lower pickup and delivery costs as well as lower purchased power and improved planning and efficiency, which positively impacted linehaul expense. LTL personnel and related benefits increased $0.7 million, while other operating expenses decreased $1.3 million. The decrease in LTL other operating expenses was primarily due to our focus on overall cost management.

Truckload

Operating results in our TL segment declined to an operating loss of $110.4 million in the first half of 2019 compared to an operating loss of $10.6 million in the first half of 2018. TL operating results for the first half of 2019 were negatively impacted by the previously mentioned impairment charges of $95.3 million. TL operating results for the first half of 2018 included the previously mentioned operations restructuring costs of $4.7 million. TL revenues decreased $11.8 million while purchased transportation costs decreased $3.3 million. The decline in TL revenues was primarily attributable to revenue declines at our temperature controlled and intermodal businesses. TL depreciation expense increased $7.6 million due to higher property and equipment balances attributable to finance leases. TL personnel and related benefits decreased $0.1 million, while other operating expenses decreased $11.5 million. The decrease in TL operating expenses was primarily due to the previously mentioned operations restructuring costs of $4.7 million that impacted the first half of 2018. Also contributing to lower operating expenses was lower equipment operating lease costs of $4.4 million and lower fuel costs of $3.2 million.

Other Operating Expenses

Other operating expenses that were not allocated to our Ascent, Active On-Demand, LTL or TL segments decreased to $13.8 million in the first half of 2019 compared to $16.0 million in the first half of 2018 primarily due to lower restructuring and restatement costs associated with legal, consulting and accounting matters, including internal and external investigations, SEC and accounting compliance, and restructuring of $6.7 million and $10.8 million in the first half of 2019 and 2018, respectively. Also contributing to the decrease was higher rental income from equipment leased to ICs, partially offset by higher insurance costs and higher legal settlements.

Additionally, software impairment charges of $13.8 million in the first half of 2019 associated with the abandonment of current software development in favor of alternative customized software solutions were not allocated to our segments.

Liquidity and Capital Resources

Our primary sources of cash have been borrowings under our credit facilities, the issuance of common stock, the issuance of preferred stock, and cash flows from operations. Our primary cash needs are and have been to fund normal working capital requirements, repay our indebtedness, and finance capital expenditures. As of June 30, 2019, we had $4.9 million in cash and cash equivalents. Our ability to access our cash may be limited from time to time if doing so would result in a default under our credit facilities. As we have experienced negative operating cash flows, we may also decide to divest business units; issue new equity or debt, in private or public offerings; or obtain other financial support to to further reduce our indebtedness and/or reinvest in our business, finance acquisitions, strengthen our balance sheet, reduce our cost of capital, or fund capital expenditures.

Rights Offering and Preferred Stock

On February 26, 2019, we closed our $450 million rights offering, pursuant to which we issued and sold an aggregate of 36 million new shares of our common stock at the subscription price of $12.50 per share. An aggregate of 7,107,049 shares of our common stock were purchased pursuant to the exercise of basic subscription rights and over-subscription rights from stockholders

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of record during the subscription period, including from the exercise of basic subscription rights by stockholders who are funds affiliated with Elliott. In addition, Elliott purchased an aggregate of 28,892,951 additional shares pursuant to the commitment from Elliott to purchase all unsubscribed shares of our common stock in the rights offering pursuant to the Standby Purchase Agreement that we entered into with Elliott dated November 8, 2018, as amended. Overall, Elliott purchased a total of 33,745,308 shares of our common stock in the rights offering between its basic subscription rights and the backstop commitment, and following the closing of the rights offering beneficially owned approximately 90.4% of our common stock.

The net proceeds from the rights offering and backstop commitment were used to fully redeem the outstanding shares of the Company's preferred stock and to pay related accrued and unpaid dividends. Proceeds were also used to pay fees and expenses in connection with the rights offering and backstop commitment. The Company retained in excess of $30 million of funds to be used for general corporate purposes. The purpose of the rights offering was to improve and simplify our capital structure in a manner that gave the Company's existing stockholders the opportunity to participate on a pro rata basis.

The preferred stock was mandatorily redeemable and, as such, was presented as a liability on the condensed consolidated balance sheets. At each preferred stock dividend payment date, we had the option to pay the accrued dividends in cash or to defer them. Deferred dividends earned dividend income consistent with the underlying shares of preferred stock. We elected to measure the value of the preferred stock using the fair value method. Under the fair value method, issuance costs were expensed as incurred. The fair value of the preferred stock increased by $31.6 million and $37.7 million during the three and six months ended June 30, 2018, respectively, which was reflected in interest expense - preferred stock.

Certain Terms of the Preferred Stock as of December 31, 2018

	Series B	Series C	Series D	Series E	Series E-1
Shares at $0.01 Par Value at Issuance	155,000	55,000	100	90,000	35,728
Shares Outstanding at December 31, 2018	155,000	55,000	100	37,500	35,728
Price / Share	$1,000	$1,000	$1.00	$1,000	$1,000/$960
Dividend Rate	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Right to participate equally and ratably in all cash dividends paid on common stock.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.
Dividend Rate at December 31, 2018	17.780%	17.780%	N/A	16.030%	16.030%
Redemption Term	8 Years	8 Years	8 Years	6 Years	6 Years
Redemption Rights	From Closing Date: 12-24 months: 105% 24-36 months: 103%	65% premium (subject to stock movement)		From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%	From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%

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Credit Facilities

ABL Credit Facility

On February 28, 2019, we and our direct and indirect domestic subsidiaries entered into the ABL Credit Facility. The ABL Credit Facility consists of a $200.0 million asset-based revolving line of credit, of which up to (i) $15.0 million may be used for FILO Loans (as defined in the ABL Credit Facility), (ii) $20.0 million may be used for Swing Line Loans (as defined in the ABL Credit Facility), and (iii) $30.0 million may be used for letters of credit. The ABL Credit Facility provides that the revolving line of credit may be increased by up to an additional $100.0 million under certain circumstances. We initially borrowed $141.4 million under the ABL Credit Facility and used the initial proceeds for working capital purposes and to repay our Prior ABL Facility. The ABL Credit Facility matures on February 28, 2024.

On August 2, 2019, we and our direct and indirect domestic subsidiaries entered into the ABL Facility Amendment. Pursuant to the ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, add Acceptable Letters of Credit (as defined in the ABL Facility Amendment) to the Borrowing Base (as defined in the ABL Credit Facility as amended by the ABL Facility Amendment).

Term Loan Credit Facility

On February 28, 2019, we and our direct and indirect domestic subsidiaries entered into the Term Loan Credit Facility. The Term Loan Credit Facility consists of an approximately $61.1 million term loan facility, consisting of (i) approximately $40.3 million of Tranche A Term Loans (as defined in the Term Loan Credit Facility), (ii) approximately $2.5 million of Tranche A FILO Term Loans (as defined in the Term Loan Credit Facility), (iii) approximately $8.3 million of Tranche B Term Loans (as defined in the Term Loan Credit Facility), and (iv) a $10.0 million asset-based facility available to finance future capital expenditures. We initially borrowed $51.1 million under the Term Loan Credit Facility and used the proceeds for working capital purposes and to repay our Prior ABL Facility. The Term Loan Credit Facility matures on February 28, 2024.

On August 2, 2019, we and our direct and indirect domestic subsidiaries entered into the Term Loan Facility Amendment. Pursuant to the Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things: (i) defer the September 1, 2019 quarterly amortization payments otherwise due thereunder to December 1, 2019, and (ii) provide that CapX Loans (as defined in the Term Loan Credit Facility) shall not be available during the period commencing on August 2, 2019 and continuing until payment of the December 1, 2019 quarterly amortization payments.

The Prior ABL Facility consisted of a:

• $200.0 million asset-based revolving line of credit, of which $20.0 million may be used for swing line loans and $30.0 million may be used for letters of credit;

• $56.8 million term loan facility; and

• $35.0 million asset-based facility available to finance future capital expenditures, which was subsequently terminated before utilized.

As previously mentioned, the Prior ABL Facility was paid off with the proceeds from the ABL Credit Facility and the Term Loan Credit Facility.

Fee Letter

On August 2, 2019, we entered into the Fee Letter. Pursuant to the Fee Letter, Elliott agreed to arrange for Letters of Credit in an aggregate face amount of $20 million to support our obligations under our ABL Credit Facility. As consideration for Elliott providing the Letters of Credit, we agreed to (i) pay Elliott a fee on the LC Amount, accruing from the date of issuance through the date of expiration (or if drawn, the date of reimbursement by us of the LC Amount to Elliott), at a rate equal to the LIBOR Rate (as defined in the ABL Credit Facility) plus 7.50%, which will be payable in kind by adding the amount then due to the then outstanding LC Amount, and (ii) reimburse Elliott for any draw on the Letters of Credit, including the amount of such draw and any taxes, fees, charges, or other costs or expenses reasonably incurred by Elliot in connection with such draw, promptly after receipt of notice of any such drawing under the Letters of Credit, in each case subject to the terms and conditions of the Fee Letter.

See Note 4, Debt, and Note 5, Preferred Stock, to our condensed consolidated financial statements in this Form 10-Q for additional information regarding the ABL and Term Loan Credit Facilities and preferred stock, respectively. We do not believe that the limitations imposed by the terms of our debt agreements have any significant impact on our liquidity, financial condition, or results of operations. We believe that these resources will be sufficient to meet our working capital, debt service, and capital investment obligations for the foreseeable future.

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Trading of the Company's Common Stock on the New York Stock Exchange

On October 4, 2018 we received a notice from the NYSE that we had fallen below the NYSE’s continued listing standards relating to minimum average global market capitalization and total stockholders’ investment, which require that either our average global market capitalization be not less than $50 million over a consecutive 30 trading day period, or our total stockholders’ investment be not less than $50 million. Pursuant to the NYSE continued listing standards, we timely notified the NYSE that we intended to submit a plan to the NYSE demonstrating how we intend to regain compliance with the continued listing standards within the required 18-month timeframe. We timely submitted our plan, which was subsequently accepted by the NYSE. During the 18-month cure period, our shares will continue to be listed and traded on the NYSE, subject to our compliance with other listing standards. The NYSE notification does not affect our business operations or our SEC reporting requirements. As a result of the completion of the rights offering, we believe we have taken the necessary steps to regain compliance with this listing standard, however, we must remain above the $50 million average market capitalization or the $50 million total stockholders' investment requirements for two consecutive quarters (or six months) before we can be considered in compliance with this listing standard.

On October 12, 2018, we received a notice from the NYSE that we had fallen below the NYSE’s continued listing standard related to price criteria for common stock, which requires the average closing price of our common stock to equal at least $1.00 per share over a 30 consecutive trading day period. The NYSE notification did not affect our business operations or our SEC reporting requirements. As a result of the Company's 1-for- 25 Reverse Stock Split that took effect on April 4, 2019, we received a notice from the NYSE on April 12, 2019 that a calculation of our average stock price for the 30-trading days ended April 12, 2019, indicated that our stock price was above the NYSE's minimum requirements of $1.00 based on a 30-trading day average. Accordingly, we are now in compliance with the $1.00 continued listed criterion.

Cash Flows

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

	Six Months Ended
	June 30,
	2019			2018
Net cash (used in) provided by:
Operating activities	$	(19,546	)	$	(906	)
Investing activities	(11,161		)	(10,464		)
Financing activities	24,424			21,306
Net change in cash and cash equivalents	$	(6,283	)	$	9,936

Cash Flows from Operating Activities

Cash used in operating activities primarily consists of net loss 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 $168.9 million of net loss and the $19.5 million of cash used in operating activities during the six months ended June 30, 2019 was primarily attributable to $109.1 million of non-cash impairment charges, $30.7 million of depreciation and amortization expense, $4.7 million of share-based compensation expense and a loss on debt restructuring of $2.3 million with the remainder attributable to changes in working capital.

The difference between our $65.6 million of net loss and the $0.9 million of cash used in operating activities during the six months ended June 30, 2018 was primarily attributable to the change in the value of our preferred stock of $37.7 million and $18.6 million of depreciation and amortization expense, with the remainder attributable to changes in working capital.

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Cash Flows from Investing Activities

Cash used in investing activities was $11.2 million during the six months ended June 30, 2019, which was attributable to $13.0 million of capital expenditures used to support our operations, partially offset by the proceeds from the sale of equipment of $1.9 million. We expect total capital expenditures to be in a range of $95 to $105 million, excluding conversions of operating leases to finance leases. A majority of our 2019 capital expenditures are expected to be funded with finance leases as opposed to up-front cash, however, we expect to spend approximately $20 million of cash in 2019.

Cash used in investing activities was $10.5 million during the six months ended June 30, 2018, which was attributable to $11.4 million of capital expenditures used to support our operations, partially offset by the proceeds from the sale of equipment of $0.9 million.

Cash Flows from Financing Activities

Cash provided by financing activities was $24.4 million during the six months ended June 30, 2019, which primarily reflects the issuance of common stock from the rights offering of $450.0 million, partially offset by the repayments of the preferred stock and related accrued and unpaid dividends of $402.9 million, common stock issuance costs of $10.5 million, payments on insurance premium financing of $10.0 million, a reduction in borrowings of $9.7 million, and payments on finance lease obligations of $9.1 million.

Cash provided by financing activities was $21.3 million during the six months ended June 30, 2018, which primarily reflects the issuance of Series E-1 Preferred Stock of $35.0 million, partially offset by a reduction in borrowings of $11.8 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, 2018 that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenues, and expenses.

Leases

In accordance with the adoption of the new accounting standard for Leases (Topic 842), we have revised our accounting policy for leases. We determine whether a contract qualifies as a lease at inception and whether the lease meets the classification criteria of an operating or finance lease. For operating leases, we record a lease liability and corresponding right-of-use asset at the lease commencement date and are valued at the estimated present value of the lease payments over the lease term. We use our collateralized incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Finance leases are included within property and equipment. We do not recognize leases with an original lease term of 12 months or less on the condensed consolidated balance sheets but will disclose the related lease expense for these short-term leases. We do not separate non-lease components from lease components for leases, which results in all payments being allocated to the lease and factored into the measurement of the right-of-use asset and lease liability. We include options to extend the lease when it is reasonably certain that we will exercise that option.

Goodwill and Other Intangibles

Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. We evaluate goodwill and intangible assets for impairment at least annually on July 1st or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires us to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment loss is recognized as an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

For purposes of the impairment analysis, the fair value of our reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates, and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires us to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which we compete, the discount rate, terminal growth rates, and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities, including, among others, customer relationships and property and equipment. Although we believe our estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions

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could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of our stock may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

Prior to the change in segments, we had four reporting units for our three segments: one reporting unit for our TES segment; one reporting unit for our LTL segment; and two reporting units for our Ascent segment, which are the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit.

In connection with the change in segments, we conducted an impairment analysis as of April 1, 2019. Due to the inability of the TES businesses to meet forecast results, we determined the carrying value exceeded the fair value for the TES reporting unit. Accordingly, we recorded a goodwill impairment charge of $92.9 million which represents a write off of all the TES goodwill. Given the fact that all of the goodwill was impaired, there was no remaining TES goodwill to allocate to the TL and Active On-Demand segments. The fair value of the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit exceeded their respective carrying values by 3.1%, and 109.0%, respectively; thus no impairment was indicated for these reporting units. The goodwill balances of the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit as of June 30, 2019 were $98.5 million and $73.4 million, respectively. The LTL reporting unit had no remaining goodwill as of April 1, 2019.

The table below provides a sensitivity analysis for the Domestic and International Logistics and Warehousing & Consolidation reporting units, which shows the estimated fair value impacts related to a 50-basis point increase or decrease in the discount and long-term growth rates used in the valuation as of April 1, 2019.

	Approximate Percent Change in Estimated Fair Value
	+/- 50 bps Discount Rate	+/- 50bps Growth Rate
Domestic and International Logistics reporting unit	(2.5%) / 2.5%	1.5% / (1.8%)
Warehousing & Consolidation reporting unit	(2.2%) / 2.2%	1.6% / (1.9%)

Other intangible assets recorded consisted primarily of definite lived customer relationships. We evaluate our other intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. Indicators of impairment were identified in connection with the operating performance of one of our business operations within the TL segment, and as a result, $1.9 million of non-cash impairment charges were recorded in the second quarter of 2019. We identified indicators of impairment with certain other business operations and performed the required impairment analysis, but no impairment was identified.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the filing of this Form 10-Q for the quarter ended June 30, 2019, our Chief Executive Officer (“CEO”, serving as our Principal Executive Officer) and our Chief Financial Officer (“CFO”, serving as our Principal Financial Officer and Principal Accounting 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”)). As a result of this evaluation, our CEO and CFO concluded that those material weaknesses previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2018 were still present as of June 30, 2019 (“the Evaluation Date”). Based on those material weaknesses, and the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

Notwithstanding the identified material weaknesses, management believes that the unaudited condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects our financial condition, results of operations, and cash flows as of June 30, 2019 based on a number of factors including, but not limited to, (a) substantial resources expended (including the use of internal audit personnel and external consultants) in response to the findings of material weaknesses, (b) internal reviews to identify material accounting errors, and (c) the remediation actions as discussed in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2018.

Changes in Internal Control Over Financial Reporting

There were no changes during the quarter ended June 30, 2019 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation Plan and Status

Our remediation efforts previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2018 are ongoing and we continue our initiatives to implement and document policies, procedures, and internal controls. This remediation effort will be a multi-year process, continuing in 2019 and subsequent years as necessary. We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

While we believe the steps taken to date and those planned for implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts identified herein. Accordingly, as we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses, we have and will continue to perform additional procedures prescribed by management, including the use of manual mitigating control procedures and employing any additional tools and resources deemed necessary, to ensure that our consolidated financial statements are fairly stated in all material respects. The planned remediation activities described in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2018 highlight our commitment to remediating our identified material weaknesses and remain largely unchanged through the date of filing this Quarterly Report on Form 10-Q.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Auto, Workers Compensation and General Liability Reserves

In the ordinary course of business, we are a defendant in several legal proceedings arising out of the conduct of our business. These proceedings include claims for property damage or personal injury incurred in connection with our services. Although there can be no assurance as to the ultimate disposition of these proceedings, we do not believe, based upon the information available at this time, that these property damage or personal injury claims, in the aggregate, will have a material impact on our consolidated financial statements. We maintain insurance for auto liability, general liability, and cargo damage claims. We maintain an aggregate of $100 million of auto liability and general liability insurance. We maintain auto liability insurance coverage for claims in excess of $1.0 million per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. We are self-insured up to $1.0 million per occurrence for workers compensation. We believe we have adequate insurance to cover losses in excess of our self-insured and deductible amount. As of June 30, 2019 and December 31, 2018, we had reserves for estimated uninsured losses of $28.9 million and $26.8 million, respectively, included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

General Litigation Proceedings

Jeffrey Cox and David Chidester filed a complaint against certain of our subsidiaries in state court in California in a post-acquisition dispute. The complaint alleges contract, statutory and tort-based claims arising out of the Central Cal Agreement. The plaintiffs claim that a contingent purchase obligation payment is due and owing pursuant to the Central Cal Agreement, and that defendants have furnished fraudulent calculations to the plaintiffs to avoid payment. The plaintiffs also claim violations of California’s Labor Code related to the plaintiffs’ respective employment with Central Cal Transportation, LLC. On October 27, 2017, the state court granted our motion to compel arbitration of all non-employment claims alleged in the complaint. The parties selected a settlement accountant to determine the contingent purchase obligation pursuant to the Central Cal Agreement. The settlement accountant provided a final determination that a contingent purchase obligation of $2.1 million is due to the plaintiffs. It is our position that this contingent purchase obligation is subject to offset for certain indemnification claims owed to us by the plaintiffs ranging from approximately $0.3 million to $1.0 million. Accordingly, we recorded a contingent purchase obligation liability of $1.8 million in accrued expenses and other current liabilities at December 31, 2018. In July 2019, the $2.1 million settlement was approved by the court. In light of the court order, we have offered to pay $2.2 million to the plaintiff to settle this matter. Our offer includes a reimbursement for legal fees incurred by the plaintiff. As such, the Company recorded an adjustment of $0.4 million in the second quarter of 2019 to increase its contingent purchase obligation to $2.2 million, which is recorded in accrued expenses and other current liabilities at June 30, 2019. In July 2019, we paid the plaintiffs the $2.1 million settlement amount. We intend to pursue indemnification and other claims as it relates to the Central Cal Matter and other related matters involving these plaintiffs. In February 2018, Plaintiff David Chidester agreed to dismiss his employment-related claims from the Los Angeles Superior Court matter, while Plaintiff Jeffrey Cox transferred his employment claims from Los Angeles Superior Court to the related employment case pending in the Eastern District of California. The parties are proceeding with discovery and the consolidated case is currently set for trial on November 5, 2019.

We received a letter dated April 17, 2018 from legal counsel representing Warren Communications News, Inc. (“Warren”) in which Warren made certain allegations against us of copyright infringement concerning an electronic newsletter published by Warren (the “Warren Matter”). Specifically, Warren alleged that an employee of ours had, for several years, forwarded that electronic newsletter to third parties in violation of corresponding subscription agreements. On June 14, 2019, the parties reached a settlement agreement and release to resolve any and all concerns between the parties, voluntarily and without admission of liability and the settlement amount was paid by us in July 2019.

In addition to the legal proceeding described above, we are a defendant in various purported class-action lawsuits alleging violations of various California labor laws and one purported class-action lawsuit alleging violations of the Illinois Wage Payment and Collection Act. Additionally, the California Division of Labor Standards and Enforcement has brought administrative actions against us alleging that we violated various California labor laws. In 2017 and 2018, we reached settlement agreements on a number of these labor related lawsuits and administrative actions. We paid approximately $9.2 million relating to these settlements during the six months ended June 30, 2019. As of June 30, 2019 and December 31, 2018, we have a liability for settlements, litigation, and defense costs related to these labor matters and the Warren Matter of $2.2 million and $10.8 million, respectively, which are recorded in accrued expenses and other current liabilities on the consolidated balance sheets.

In December 2018, a class action lawsuit was brought against us in the Superior Court of the State of California by Fernando Gomez, on behalf of himself and other similarly situated persons, alleging violation of California labor laws. This is a new lawsuit and we are currently determining its effects. We intend to vigorously defend against such claims; however, there can be no assurance

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that we will be able to prevail. In light of the relatively early stage of the proceedings, we are unable to predict the potential costs or range of costs at this time.

Securities Litigation Proceedings

In 2017, three putative class actions were filed in the United States District Court for the Eastern District of Wisconsin against us and our former officers, Mark A. DiBlasi and Peter R. Armbruster. On May 19, 2017, the Court consolidated the actions under the caption In re Roadrunner Transportation Systems, Inc. Securities Litigation (Case No. 17-cv-00144), and appointed Public Employees’ Retirement System as lead plaintiff. On March 12, 2018, the lead plaintiff filed the CAC on behalf of a class of persons who purchased our common stock between March 14, 2013 and January 30, 2017, inclusive. The CAC alleges (i) we and Messrs. DiBlasi and Armbruster violated Section 10(b) of the Exchange Act and Rule 10b-5, and (ii) Messrs. DiBlasi and Armbruster, our former Chairman Scott Rued, HCI Equity Partners, L.L.C., and HCI Equity Management, L.P. violated Section 20(a) of the Exchange Act, by making or causing to be made materially false or misleading statements, or failing to disclose material facts, regarding (a) the accuracy of our financial statements; (b) our true earnings and expenses; (c) the effectiveness of our disclosure controls and controls over financial reporting; (d) the true nature and depth of financial risk associated with our tractor lease guaranty program; (e) our leverage ratios and compliance with our credit facilities; and (f) the value of the goodwill we carried on our balance sheet. The CAC seeks certification as a class action, compensatory damages, and attorney’s fees and costs. On November 19, 2018, the parties entered into a binding term sheet agreeing to settle the action for $20 million, $17.9 million of which will be funded by our D&O carriers ($4.8 million of which is by way of a pass through of the D&O carriers’ payment to us in connection with the settlement of the Federal Derivative Action described below). The parties are finalizing the Stipulation of Settlement. The settlement is conditioned on a settlement of the Federal Derivative Action described below, dismissal of the State Derivative Action described below, and final court approval of the settlements in this action and in the Federal Derivative Action.

On May 25, 2017, Richard Flanagan filed a complaint alleging derivative claims on our behalf in the Circuit Court of Milwaukee County, State of Wisconsin (Case No. 17-cv-004401) against Scott Rued, Mark DiBlasi, Christopher Doerr, John Kennedy, III, Brian Murray, James Staley, Curtis Stoelting, William Urkiel, Judith Vijums, Michael Ward, Chad Utrup, Ivor Evans, Peter Armbruster, and Brian van Helden (the “State Derivative Action”). Count I of the complaint alleges the Director Defendants breached their fiduciary duties by “knowingly failing to ensure that the Company implemented and maintained adequate internal controls over its accounting and financial reporting functions,” and seeks unspecified damages. Count II of the complaint alleges the Officer Defendants DiBlasi, Armbruster, and van Helden received substantial performance-based compensation and bonuses for fiscal year 2014 that should be disgorged. The action has been stayed pending the District Court’s approval of the proposed settlement of the Federal Derivative Action, following which the defendants would move to dismiss this action as moot. While the case was stayed, the plaintiff obtained permission to file an amended complaint adding claims against two former Company employees: Bret Naggs and Mark Wogsland.

On June 28, 2017, Jesse Kent filed a complaint alleging derivative claims on our behalf and class action claims in the United States District Court for the Eastern District of Wisconsin. On December 22, 2017, Chester County Employees Retirement Fund filed a complaint alleging derivative claims on our behalf in the United States District Court for the Eastern District of Wisconsin. On March 21, 2018, the Court entered an order consolidating the Kent and Chester County actions under the caption Kent v. Stoelting et al (Case No. 17-cv-00893) (the “Federal Derivative Action”). On March 28, 2018, plaintiffs filed their Verified Consolidated Shareholder Derivative Complaint alleging claims on our behalf against Peter Armbruster, Mark DiBlasi, Scott Dobak, Christopher Doerr, Ivor Evans, Brian van Helden, John Kennedy III, Ralph Kittle, Brian Murray, Scott Rued, James Staley, Curtis Stoelting, William Urkiel, Chad Utrup, Judith Vijums, and Michael Ward. Count I alleges that several of the defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 based upon alleged misrepresentations and omissions in several of our proxy statements. Count II alleges that all the defendants breached their fiduciary duty. Count III alleges that all the defendants wasted corporate assets. Count IV alleges that certain of the defendants were unjustly enriched. The complaint seeks monetary damages, improvements to our corporate governance and internal procedures, an accounting from defendants of the damages allegedly caused by them and the improper amounts the Defendants allegedly obtained, and punitive damages. The parties are currently finalizing the terms of a Stipulation of Settlement, which provides for certain corporate governance changes and a $6.9 million payment, $4.8 million of which will be paid by our D&O carriers into an escrow account to be used by us to settle the class action described above and $2.1 million of which will be paid by our D&O carriers to cover plaintiffs attorney’s fees and expenses, subject to court approval.

Given the status of the matters above, we concluded in the third quarter of 2018 that a liability is probable and recorded the estimated loss of $22 million which is recorded within accrued expenses and other current liabilities and a corresponding insurance reimbursement receivable of $20 million which is recorded in prepaid expenses and other current assets for all periods presented.

In addition, subsequent to our announcement that certain previously filed financial statements should not be relied upon,we were contacted by the SEC, Financial Industry Regulatory Authority (“FINRA”), and the Department of Justice (“DOJ”). The

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DOJ and Division of Enforcement of the SEC have commenced investigations into the events giving rise to the restatement. We have received formal requests for documents and other information. In June 2018, two of our former employees were indicted on charges of conspiracy, securities fraud, and wire fraud as part of the ongoing DOJ investigation. In April 2019, the indictment was superseded with an indictment against those two former employees as well as our former Chief Financial Officer.  In the superseding indictment, Count I alleges that all defendants engaged in conspiracy to fraudulently influence accountants and make false entries in a public company’s books, records and accounts. Counts II-V allege specific acts by all defendants to fraudulently influence accountants. Counts VI through IX allege specific acts by all defendants to falsify entries in a public company’s books, records, and accounts. Count X alleges that all defendants engaged in conspiracy to commit securities fraud and wire fraud. Counts XI - XIII allege specific acts by all defendants of securities fraud. Counts XIV - XVII allege specific acts by all defendants of wire fraud. Count XVIII alleges bank fraud by our former Chief Financial Officer. Count XIX alleges securities fraud by one of the former employees.

Additionally, in April 2019, the SEC filed suit against the same three former employees. The SEC listed us as an uncharged related party. Counts I-V allege that all defendants engaged in a fraudulent scheme to manipulate our financial results. In particular, Count I alleges that all defendants violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Count II alleges that our former Chief Financial Officer and one of the former employees violated Section 17(a)(1) and (3) of the Securities Act. Count III alleges our former Chief Financial Officer violated Section 10(b) of the Exchange Act. And Exchange Act Rule 10b-5(b). Count IV alleges that the two former employees aided and abetted our violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10-5(b). Count V alleges that our former Chief Financial Officer and one of the former employees violated Section 17(a)(2) of the Securities Act. Count VI alleges that one of the former employees engaged in insider trading in violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Counts VII alleges that all defendants engaged in aiding and abetting our reporting violations of Section 13(a) of the Exchange Act. Count VIII alleges that all defendants engaged in aiding and abetting our record-keeping violations of Section 13(b)(2)(A) of the Exchange Act. Count IX alleges that our former Chief Financial Officer engaged in aiding and abetting our record-keeping violations of Section 13(b)(2)(B) of the Exchange Act. Count X alleges that all defendants engaged in falsification of records and circumvention of controls in violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-1. Count XI alleges that all defendants engaged in false statements to accountants in violation of Rule 13b2-2 of the Exchange Act. Count XIII alleges that our former Chief Financial Officer engaged in certification violations of rule 3a-14 of the Exchange Act. Count XIII alleges that we, as an uncharged party, violated (i) Section 10(b) of the Exchange Act and Rule 10b-5; (ii) Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13; and (iii) Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. It further alleges that our former Chief Financial Officer acts subject him to control person liability for these violations. Count XIV alleges violation of Section 304 of the Sarbanes-Oxley Act of 2002 against our former Chief Financial Officer.

We are cooperating fully with the joint DOJ and SEC investigation. Even though we are not named in this investigation, we have an obligation to indemnify former employees and directors. However, given the status of this matter, the Company is unable to reasonably estimate the potential costs or range of costs at this time. Any costs will be our responsibility as we have exhausted all of our insurance coverage for these costs.

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, 2018 and our condensed consolidated financial statements and related notes contained in this Form 10-Q 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 your investment. 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. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition, or results of operations.

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, 2018, except as noted below.

We may be unable to generate sufficient cash flow from operating activities to satisfy our operational needs and to service our debt.

We may incur additional indebtedness in the future, including any additional borrowings available under the ABL Credit Facility and Term Loan Credit Facility. Additionally, we have relied on cash flow from financing activities to help finance our operational needs. The fact that a substantial portion of our cash flow has been, and could continue to be, needed to make payments on our debt could have adverse consequences, including the following:

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• reducing the availability of our cash flow for our operations, capital expenditures, future business opportunities, and other purposes;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, which would place us at a competitive disadvantage;

• limiting our ability to obtain additional capital; and

• increasing our vulnerability to general adverse economic and industry conditions.

Our ability to borrow any additional funds needed to operate and expand our business will depend, in part, on our ability to generate cash. Our ability to generate cash is subject to the performance of our business as well as general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operating activities or if future sources of capital are not available to us in amounts sufficient to enable us to fund our liquidity needs, our operating results, financial condition, and ability to maintain or expand our business may be adversely affected. Moreover, our inability to make scheduled payments on our debt obligations in the future may require us to divest business units; issue new equity or debt, in private or public offerings; obtain other financial support; or delay capital expenditures.

ITEM 5. OTHER INFORMATION

ABL Facility Amendment

On August 2, 2019, we and our direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “ABL Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto with respect to our Credit Agreement, dated as of February 28, 2019 (the “ABL Credit Facility”). Pursuant to the ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, add Acceptable Letters of Credit (as defined in the ABL Facility Amendment) to the Borrowing Base (as defined in the ABL Credit Facility as amended by the ABL Facility Amendment).

The foregoing description of the terms of the ABL Facility Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ABL Facility Amendment, a copy of which is attached hereto as Exhibit 10.52(A).

Term Loan Facility Amendment

On August 2, 2019, we and our direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “Term Loan Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner, with respect to our Credit Agreement, dated as of February 28, 2019 (the “Term Loan Credit Facility”). Pursuant to the Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things: (i) defer the September 1, 2019 quarterly amortization payments otherwise due thereunder to December 1, 2019, and (ii) provide that CapX Loans (as defined in the Term Loan Credit Facility) shall not be available during the period commencing on August 2, 2019 and continuing until payment of the December 1, 2019 quarterly amortization payments.

The foregoing description of the terms of the Term Loan Facility Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Term Loan Facility Amendment, a copy of which is attached hereto as Exhibit 10.53(A).

Fee Letter

On August 2, 2019, we entered into a letter agreement (the “Fee Letter”) with Elliott Associates, L.P. and Elliott International, L.P. Pursuant to the Fee Letter, Elliott agreed to arrange for standby letters of credit (“Letters of Credit”) in an aggregate face amount of $20 million (the “Face Amount”) to support our obligations under our ABL Credit Facility. As consideration for Elliott providing the Letters of Credit, we agreed to (i) pay Elliott a fee (the “Letter of Credit Fee”) on the LC Amount (as hereafter defined), accruing from the date of issuance through the date of expiration (or if drawn, the date of reimbursement by us of the LC Amount to Elliott), at a rate equal to the LIBOR Rate (as defined in the ABL Credit Facility) plus 7.50%, which will be payable in kind by adding the amount then due to the then outstanding LC Amount, and (ii) reimburse Elliott for any draw on the Letters of Credit, including the amount of such draw and any taxes, fees, charges, or other costs or expenses reasonably incurred by Elliot in connection with such draw, promptly after receipt of notice of any such drawing under the Letters of Credit, in each case subject

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to the terms and conditions of the Fee Letter. "LC Amount" means the Face Amount, as increased by the amount of payment in kind Letter of Credit Fee added to such amount on the last day of each interest period.

The foregoing description of the terms of the Fee Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fee Letter, a copy of which is attached hereto as Exhibit 10.58.

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Roadrunner Transportation Systems, Inc., filed with the Secretary of State of the State of Delaware on April 4, 2019 (1)
10.52(A)+	First Amendment to Credit Agreement, entered into as of August 2, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto
10.53(A)+	First Amendment to Credit Agreement, entered into as of August 2, 2019, among Roadrunner Transportation Systems, Inc., the Lenders (as defined therein), BMO Harris Bank, N.A., and the other parties thereto
10.57*+	Form of Performance Restricted Stock Unit Agreement
10.58+	Fee Letter, entered into as of August 2, 2019, among Roadrunner Transportation Systems, Inc., Elliott Associates, L.P., and Elliott International, L.P.
31.1	Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1	Section 1350 Certification of Principal Executive Officer
32.2	Section 1350 Certification of Principal 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 filed with the SEC on April 5, 2019.

* Indicates management contract or compensation plan or agreement

+ Filed herewith

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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: August 6, 2019	By:	/s/ Terence R. Rogers
		Terence R. Rogers
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EX-10.57

ROADRUNNER TRANSPORTATION SYSTEMS, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of April 8, 2019, between Roadrunner Transportation Systems, Inc., a Delaware corporation (the “Company”), and ________________ (the “Recipient”). RECITALS WHEREAS, the Committee has determined that it is in the best interests of the Company to recognize the Recipient’s performance and to provide incentive to the Recipient to remain with the Company and its Related Entities by making this grant of performance-based Restricted Stock Units (“PRSUs”) representing hypothetical shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in accordance with the terms of this Agreement. WHEREAS, the PRSUs are granted pursuant to the Company’s 2018 Incentive Compensation Plan, as the same may be amended and/or restated from time to time (the “Plan”), which is incorporated herein for all purposes. AGREEMENT NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. All capitalized terms used herein but not expressly defined shall have the meaning ascribed to them in the Plan. 2. Grant of PRSUs. The Committee hereby grants, as of April 8, 2019, to the Recipient, a Restricted Stock Unit Award for a target number of __________ PRSUs (the “Target Amount”). The number of PRSUs actually awarded to the Recipient will be determined at the end of the performance period commencing on April 8, 2019 and ending on May 15, 2023 (the “Performance Period”). Each PRSU will be equal in value to one Share of the Company’s Common Stock, subject in all respects to the terms of this Agreement and the Plan. 3. Performance Criteria. The Recipient can earn the PRSUs based on the extent to which the trading price of the Common Stock increases during the Performance Period. The number of PRSUs that may be earned by the Recipient pursuant to this Award of PRSUs will range from 0% to 289% of the Target Amount as determined after the end of the Performance Period based upon the increase of the trading price of the Common Stock above $12.50 per share (the “Base Price”). (a) If the End Price (as defined below) is 1% greater than the Base Price, the Recipient will earn 9% of the Target Amount PRSUs. If the End Price is 10% greater than the Base Price, the Recipient will earn 39% of the Target Amount PRSUs. If the End Price is more than 1% greater than the Base Price but not 10% or more greater than the Base Price, a proportionate percentage between 9% and 39% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is 20% greater than the Base Price, the Recipient will earn 72% of the Target Amount PRSUs. If the End Price is more than 10% of the Base Price but not 20% or more greater than the Base Price, a proportionate percentage between 39% and 72% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 30% greater than the Base Price, then the Recipient will earn 100% of the Target Amount PRSUs. If the End Price is 20% greater than the Base Price but not 30% or more greater than the Base Price, a proportionate percentage between 72% ACTIVE 43288354v1

and 100% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 40% greater than the Base Price, then the Recipient will earn 124% of the Target Amount PRSUs. If the End Price is 30% greater than the Base Price but not 40% or more greater than the Base Price, a proportionate percentage between 100% and 124% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 50% greater than the Base Price, then the Recipient will earn 144% of the Target Amount PRSUs. If the End Price is 40% greater than the Base Price but not 50% or more greater than the Base Price, a proportionate percentage between 124% and 144% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 60% greater than the Base Price, then the Recipient will earn 163% of the Target Amount PRSUs. If the End Price is 50% greater than the Base Price but not 60% or more greater than the Base Price, a proportionate percentage between 144% and 163% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 70% greater than the Base Price, then the Recipient will earn 178% of the Target Amount PRSUs. If the End Price is 60% greater than the Base Price but not 70% or more greater than the Base Price, a proportionate percentage between 163% and 178% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 80% greater than the Base Price, then the Recipient will earn 193% of the Target Amount PRSUs. If the End Price is 70% greater than the Base Price but not 80% or more greater than the Base Price, a proportionate percentage between 178% and 193% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 90% greater than the Base Price, then the Recipient will earn 205% of the Target Amount PRSUs. If the End Price is 80% greater than the Base Price but not 90% or more greater than the Base Price, a proportionate percentage between 193% and 205% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 100% greater than the Base Price, then the Recipient will earn 217% of the Target Amount PRSUs. If the End Price is 90% greater than the Base Price but not 100% or more greater than the Base Price, a proportionate percentage between 205% and 217% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 150% greater than the Base Price, then the Recipient will earn 260% of the Target Amount PRSUs. If the End Price is 100% greater than the Base Price but not 150% or more greater than the Base Price, a proportionate percentage between 217% and 260% will be applied to the Target Amount of PRSUs on a straight line basis. If the End Price is at least 200% greater than the Base Price, then the Recipient will earn 289% of the Target Amount PRSUs. If the End Price is 150% greater than the Base Price but not 200% or more greater than the Base Price, a proportionate percentage between 260% and 289% will be applied to the Target Amount of PRSUs on a straight line basis. (b) For purposes of this Agreement, the “End Price” means the 90-day volume weighted average share price of the Common Stock as of May 15, 2023; provided, however, that if Elliott (as defined below) or any other stockholder (or affiliates of any such stockholder) of the Company having the right to designate members to the Company’s Board of Directors sells shares of Common Stock or announces plans to sell shares of Common Stock during the period from September 22, 2022 through March 31, 2023, then the “End Price” shall be the greater of (a) the closing price of the Common Stock on March 31, 2023 and (b) the quotient of (i) the Company’s trailing twelve (12) months Adjusted EBITDA as of March 31, 2023 multiplied by eight (8), less the Company’s indebtedness as of March 31, 2023 and net of cash and long-term capital leases as of March 31, 2023, divided by (ii) the number of outstanding shares of Common Stock on March 31, 2023. 4. Payout of PRSUs. If the Committee determines that the performance criteria described in Section 3 have been met and certifies the extent to which they have been met, and the terms and conditions set forth in this Agreement are fulfilled, then that number of shares of Common Stock equal to the number of PRSUs earned pursuant to Section 3, net of applicable withholdings, will be transferred to the Recipient after the end of the Performance Period and on or before August 1, 2023. 5. Transferability. The PRSUs awarded hereunder are not transferable otherwise than by will or under the applicable laws of descent and distribution, and the terms of this Agreement shall be binding upon the executors, administrators, heirs, successors, and assigns of the Recipient. Any attempt to effect a Transfer of any PRSUs shall be void ab initio. For purposes of this Agreement, “Transfer” shall mean any ACTIVE 43288354v1 2

sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 6. Custody of PRSUs. The PRSUs subject hereto shall be held in a restricted book entry account in the name of the Recipient. Upon completion of the Performance Period, shares of Common Stock issuable pursuant to Section 4 above shall be released into an unrestricted book entry account; provided, however, that a portion of such shares of Common Stock may be surrendered in payment of taxes in accordance with Section 13 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of such taxes. 7. Hypothetical Nature of PRSUs. The Recipient shall not have any rights, benefits, or entitlements with respect to the shares of Common Stock corresponding to the PRSUs unless and until those shares are delivered to the Recipient (and thus shall have no voting rights, or rights to receive any dividend declared, before those shares are so delivered). On or after delivery, the Recipient shall have, with respect to the shares of Common Stock delivered, all of the rights of a holder of shares granted pursuant to the certificate of incorporation and other governing instruments of the Company, or as otherwise available at law. 8. Termination of Continuous Service. Except as set forth in Sections 9 and 10 below, if the Recipient’s Continuous Service is terminated for any reason prior to March 31, 2023, then any and all PRSUs granted hereunder shall be forfeited immediately upon such termination of Continuous Service and revert back to the Company without any payment to the holder thereof. The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of the forfeiture of PRSUs pursuant to this Section 8. 9. Total and Permanent Disability of the Recipient or Termination without Cause or for Good Reason. If the Recipient’s Continuous Service is terminated (a) by reason of the Disability of the Recipient, (b) by the Company or a Related Entity without Cause, or (c) by the Recipient for Good Reason, the Recipient shall earn a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on the 90-day volume weighted average share price of the Common Stock as of the date the Recipient’s Continuous Service is terminated, and the number of shares of Common Stock earned, net of applicable withholdings, will be transferred to the Recipient as soon as reasonably practicable. 10. Death of the Recipient. If the Recipient’s Continuous Service is terminated due to death, the Recipient shall earn a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on the 90-day volume weighted average share price of the Common Stock as of the date the Recipient’s death, and the number of shares of Common Stock earned, net of applicable withholdings, will be transferred to the Recipient’s estate as soon as reasonably practicable. 11. Change-in-Control. If affiliates of Elliott Management Corporation (“Elliott”) collectively own less than 20% of the outstanding Common Stock, the Company shall deliver to the Recipient, within 60 days after the date of such event, a number of PRSUs calculated in accordance with Section 3 hereof, with the “End Price” based on the share price of the Common Stock in the transaction resulting in Elliott Management Corporation collectively owning less than 20% of the outstanding Common Stock. The provisions of this Section 11 supersede any inconsistent provisions under the Plan with respect to the impact of a Change in Control on the PRSU Award made by this Agreement. In the event of any such inconsistency, this Agreement shall be controlling. 12. Section 409A. Payments made pursuant to the Plan and this Agreement are intended to comply with or qualify for an exemption from Section 409A of the Internal Revenue Code of 1986, as ACTIVE 43288354v1 3

amended (“Section 409A”). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all PRSU Awards are made in a manner that complies with Section 409A (including, without limitation, the avoidance of penalties thereunder), provided, however, that the Company makes no representations that the PRSU Awards will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this PRSU Award. Notwithstanding anything to the contrary in this Agreement or the Plan, if the Recipient is a “Specified Employee” (as defined below) then the delivery of Shares otherwise required to be made under this Agreement on account of the termination of the Recipient’s Continuous Service shall be made within thirty (30) days after the sixth (6th) month anniversary of the date of the termination of the Recipient’s Continuous Service or, if earlier, the date of the Recipient’s death if such deferral is required to comply with Section 409A of the Code. For purposes of this Agreement, a “Specified Employee” shall mean any individual who, at the time of his or her separation from Continuous Service with the Company and its Related Entities, is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company or any Related Entity, the stock of which is publicly traded on an established securities market or otherwise. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Recipient is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. 13. Taxes. (a) The Recipient shall be liable for any and all taxes, including withholding taxes and fringe benefit tax or such other taxes that the Recipient’s employer (the “Employer”) is legally allowed or permitted to recover from the Recipient, arising out of this grant or the issuance of shares of Common Stock hereunder. In the event that the Company or the Employer is liable for taxes that are legally permitted to be recovered from the Recipient or is required to withhold taxes as a result of the grant of PRSUs or the issuance or subsequent sale of shares acquired pursuant to such PRSUs, the Recipient shall surrender a sufficient number of whole shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of shares that Recipient acquires as necessary to cover all applicable required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) and required social security contributions at the time the shares subject to the PRSUs are issued. The Recipient will receive a cash refund for any fraction of a surrendered share or shares in excess of any required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax), and required social security contributions. To the extent that any surrender of shares or payment of cash or alternative procedure for such payment is insufficient, the Recipient authorizes the Company, the Employer, and the Related Entities, which are qualified to deduct tax at source, to deduct from the Recipient’s compensation all applicable required withholding taxes, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) and social security contributions. The Recipient agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law. (b) Regardless of any action the Company or the Employer takes with respect to any or all income tax, social security, payroll tax, payment on account, taxes that are legally recoverable from the Recipient (such as fringe benefit tax) or other tax-related withholding (“Tax-Related Items”), the Recipient acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Recipient’s responsibility and that the Company and/or the Employer (i) make no ACTIVE 43288354v1 4

representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Agreement, including the grant of PRSUs, subsequent issuance of Shares related to such PRSUs and the subsequent sale of any shares of Common Stock acquired pursuant to such PRSUs; and (ii) do not commit to structure the terms or any aspect of this grant of PRSUs to reduce or eliminate the Recipient’s liability for Tax-Related Items. The Recipient shall pay the Company or the Employer any amount for Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Recipient’s participation in the Plan or the Recipient’s receipt of PRSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver the shares of Common Stock pursuant to Section 4 if the Recipient fails to comply with the Recipient’s obligations in connection with the Tax- Related Items. (c) In accepting the PRSU Award, the Recipient consents and agrees that in the event the PRSU Award becomes subject to an employer tax that is legally permitted to be recovered from the Recipient, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Recipient’s Continuous Service is continuing at the time such tax becomes recoverable, the Recipient will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the PRSU Award. Further, by accepting the PRSU Award, the Recipient agrees that the Company and/or the Employer may collect any such taxes from the Recipient by any of the means set forth in this Section 13. The Recipient further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company. 14. Acknowledgment and Waiver. By accepting this grant of PRSUs, the Recipient acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of shares of Common Stock or PRSUs, or benefits in lieu of shares of Common Stock or PRSUs, even if shares of Common Stock or PRSUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Recipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Recipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) the Recipient is participating voluntarily in the Plan; (f) PRSUs, PRSU grants and resulting benefits are an extraordinary item that is outside the scope of the Recipient’s employment or service contract, if any; (g) PRSUs, PRSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long- service awards, pension or retirement benefits or similar payments insofar as permitted by law; (h) this grant of PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Related Entity; (i) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (j) in consideration of this grant of PRSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of PRSUs or diminution in value of this grant of PRSUs resulting from termination of the Recipient’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (l) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the ACTIVE 43288354v1 5

Continuous Service of the Company and its Related Entities for purposes of this grant of PRSUs; and (m) if the Company’s performance is below minimum levels as set forth in this Agreement or any annual supplement hereto, no PRSUs will be awarded and no shares of Common Stock will be issued to the Recipient. 15. Change in Capital Structure. (a) Subject to any required action by the stockholders of the Company, the number of PRSUs covered by this award shall be proportionately adjusted and the terms of the restrictions on such PRSUs shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to stockholders. (b) The Award of PRSUs pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. 16. Miscellaneous. (a) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (b) Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Recipient at his or her address then on file with the Company. (c) The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company, its Related Entities and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Company and the Recipient. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and the Recipient under which an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Recipient, including without limitation, any agreement that imposes restrictions during or after employment regarding confidential information and proprietary developments. (d) This Agreement is governed by the laws of the state of Delaware. (e) Neither this Agreement nor the grant of the PRSUs hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Recipient or any other person. The PRSUs subject to this Agreement represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock to the Recipient in the future. To the extent that the Recipient or any other person acquires a right to receive payments from the Company pursuant to this Agreement, that right shall be no greater than the right of any unsecured general creditor of the Company. ACTIVE 43288354v1 6

(f) If the Recipient has received this or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control. (g) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. [The remainder of this page has been intentionally left blank] ACTIVE 43288354v1 7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation By: Name: Title: Agreed and Accepted: RECIPIENT: Name:___________________________ ACTIVE 43288354v1

EX-10.58

Execution Version Elliott Associates, L.P. Elliott International, L.P. 40 West 57th Street New York, New York 10019 CONFIDENTIAL August 2, 2019 Roadrunner Transportation Systems, Inc. 1431 Opus Place, Suite 530 Downers Grove, Illinois 60515 Attention: Terence R. Rogers, Chief Financial Officer Email: trogers@rrts.com RRTS - Elliott Letters of Credit Fee Letter Ladies and Gentlemen: Reference is made to (i) that certain Credit Agreement dated as of February 28, 2019 (including the exhibits and other attachments thereto, the “ABL Credit Agreement”) among Roadrunner Transportation Systems, Inc., as a Borrower (“you” or “Roadrunner”), BMO Harris Bank N.A. (“BMO”), as Administrative Agent and a Lender, the Subsidiary Guarantors party thereto and the other parties thereto and (ii) that certain Credit Agreement dated as of February 28, 2019 (including the exhibits and other attachments thereto, the “Term Loan Credit Agreement”) among Roadrunner, as a borrower, BMO, as administrative agent and a lender, Elliott Associates, L.P. (“Elliott Associates”), as a lender, Elliott International, L.P. (“Elliott International”, and together with Elliott Associates, “we” or “us” or “Elliott”), as a lender, the Subsidiary Guarantors party thereto and the other parties thereto. Terms used but not defined in this letter agreement (this “Fee Letter”) shall have the meanings assigned thereto in the ABL Credit Agreement. 1. Standby Letters of Credit Elliott Associates and Elliott International have agreed to arrange for standby letters of credit (the “Letters of Credit”) in an aggregate face amount of $20,000,000 (the “Face Amount”) to support your obligations under the ABL Credit Agreement. 2. Letter of Credit Fee As consideration for our providing the Letters of Credit, you agree to pay (or cause to be paid) to us (or one or more of our designated affiliates) a fee (the “Letter of Credit Fee”) on the LC Amount, accruing from the date of issuance through the date of expiration (or if drawn, the date of reimbursement by you of the LC Amount to us), at a rate equal to the LIBOR Rate for such Interest Period plus 7.50%. The Letter of Credit Fee shall be payable in kind on the last day 1005511453v7

of each Interest Period applicable to the Letters of Credit by adding the amount then due to the then outstanding LC Amount. For purposes hereof: “Interest Period” means, as to the Letters of Credit, (i) initially the period commencing on the date of issuance of the Letters of Credit and ending on the date three months thereafter and (ii) thereafter, the period commencing on the first day of each subsequent Interest Period and ending three months thereafter; provided that: (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period. “LC Amount” means the Face Amount, as increased by the amount of payment in kind Letter of Credit Fee added to such amount on the last day of each Interest Period. 3. Reimbursement Obligations / Payment of Letter of Credit Fee in Cash You hereby agree that, if all or any portion of the Letters of Credit are drawn, after receipt of notice of any drawing under the Letters of Credit, you will reimburse us for the amount of such draw and any taxes, fees, charges or other costs or expenses reasonably incurred by us in connection with such draw, promptly upon receipt of such notice (the “Reimbursement Payment”). Further, you hereby agree that on the earlier of (x) in case the Letters of Credit are drawn the date you make the Reimbursement Payment or (y) otherwise, the date of return of the Letters of Credit to us, you will promptly pay to us in cash (the “Cash LC Fee Payment”) the amount of the Letter Credit Fee previously added to the Face Amount as well as any Letter of Credit Fee accrued but unpaid as of such date. Notwithstanding the foregoing, until the Payment in Full of the obligations under the ABL Credit Agreement and the Term Loan Credit Agreement, we acknowledge that neither the Reimbursement Payment nor the Cash LC Fee Payment shall be required to be made to us except to the extent permitted under Section 8.11(a)(vi) of the ABL Credit Agreement as in effect on the date hereof. 4. Fees Generally You agree that once paid, the fees or any part thereof payable hereunder will not be refundable under any circumstances, except as otherwise expressly agreed in writing. All fees payable hereunder will be paid in immediately available funds. All amounts payable under this Fee Letter will be made in United States dollars and, in any case shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. -2- 1005511453v7

5. General This Fee Letter may not be amended or waived except by an instrument in writing signed by us and you. This Fee Letter may not be assigned by you without our prior written consent (such consent not to be unreasonably withheld or delayed) and any attempted assignment without such consent shall be null and void. This Fee Letter, and any claim, controversy or dispute arising under or related to this Fee Letter, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to its principles or rules of conflicts of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of laws of another jurisdiction. Any right to trial by jury with respect to any claim or action arising out of this Fee Letter or conduct in connection with this Fee Letter is hereby waived. This Fee Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Fee Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Fee Letter by facsimile transmission or electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart hereof. You agree that this Fee Letter and its contents are subject to the confidentiality provisions of the Term Loan Credit Agreement and that such provisions survive the expiration or termination of the Term Loan Credit Agreement (including any extensions thereof) and the issuance of the Letters of Credit. [Remainder of this page intentionally left blank] -3- 1005511453v7

If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof by returning to us an executed counterpart hereof, whereupon this Fee Letter shall become a binding agreement between us. Very truly yours, Elliott Associates, L.P. Elliott Associates, L.P. By: Elliott Capital Advisors, L.P., as general partner By: Braxton Associates, Inc., as general partner By: /s/ Elliot Greenberg__________________ Name: Elliot Greenberg Title: Vice President Elliott International, L.P. Elliott International, L.P. By: Hambledon, Inc., its General Partner By: Elliott International Capital Advisors Inc., as attorney-in-fact By: /s/ Elliot Greenberg__________________ Name: Elliot Greenberg Title: Vice President [Signature Page to Fee Letter]

Accepted and agreed to as of the date first above written: Roadrunner Transportation Systems, Inc. By: /s/ Terence R. Rogers Name: Terence R. Rogers Title: Executive Vice President and Chief Financial Officer [Signature Page to Fee Letter]

EX-10.52(A)

EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 2, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified as “Subsidiary Guarantors” on the signature pages to the Credit Agreement (the “Subsidiary Guarantors”), the Lenders (as defined below) party hereto and BMO HARRIS BANK N.A., as Administrative Agent (the “ABL Administrative Agent”), each of which is a party to the Existing Credit Agreement (as defined below). WHEREAS, Company, the Subsidiary Guarantors, the financial institutions from time to time party thereto as lenders (the “Lenders”) and the ABL Administrative Agent are parties to that certain Credit Agreement dated as of February 28, 2019 (as amended, supplemented, or otherwise modified from time to time prior to this Amendment and as in effect immediately prior to the effectiveness of this Amendment, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further amended, supplemented or otherwise modified and in effect from time to time, the “Amended Credit Agreement”). WHEREAS, the Company and the Subsidiary Guarantors request that the Lenders and the ABL Administrative Agent amend the Existing Credit Agreement in certain respects, and the Lenders party hereto and the ABL Administrative Agent are willing to so amend the Existing Credit Agreement, as set forth below. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment, terms defined in the Amended Credit Agreement are used herein as defined therein. Section 2. Amendments to the Existing Credit Agreement. From and after the First Amendment Effective Date, the Existing Credit Agreement shall be amended as follows: 2.01. References Generally. References in the Existing Credit Agreement (including references to the Existing Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) and each reference to the Existing Credit Agreement in the other Loan Documents (and indirect references such as “thereunder”, “thereby”, “therein” and “thereof”) shall be deemed to be references to the Existing Credit Agreement as amended hereby. 2.02. Amended Language. (a) Section 1.01 of the Existing Credit Agreement is amended by amending and restating the following defined term as follows: “Fixed Charge Trigger Period” means the period (a)(i) at any time during the period from the First Amendment Effective Date through October 31, 2019, commencing on the day when Adjusted Excess Availability is less than $17,500,000 and (ii) at any other time, commencing on the day when Adjusted Excess Availability is less than the greater of (x) $17,500,000 and (y) 10.0% of the Maximum Borrowing Amount and (b) continuing until the day Adjusted Excess Availability exceeds the greater of (x) $17,500,000 and (y) 10.0% of the Maximum Borrowing Amount for thirty (30) consecutive days. AmericasActive:13726780.11

(b) Section 1.01 of the Existing Credit Agreement is amended by adding the following defined terms as follows in alphabetical order: “Acceptable Letters of Credit” means one or more standby letters of credit satisfying each of the following: (a) issued by HSBC Bank USA, National Association or another bank acceptable to the Administrative Agent, (b) Elliott Associates, L.P. is the applicant, (c) BMO, as administrative agent, is the beneficiary, (d) expiration no earlier than December 31, 2019, (e) may be drawn by the Administrative Agent upon the earlier of (i) an Event of Default and (ii) 30 days prior the expiration date for such letter of credit if it has not been replaced or extended on terms and conditions acceptable to the Administrative Agent and the Required Lenders and (f) otherwise on terms and conditions acceptable to the Administrative Agent and the Required Lenders; provided that the Administrative Agent shall return such letter of credit (and remove such letter of credit from the Borrowing Base) upon request of the Borrower Agent and satisfaction of the following conditions: (i) as of the date of return of such letter of credit and immediately after giving effect thereto, no Event of Default has occurred and is continuing, (ii) Adjusted Excess Availability immediately before and after giving Pro Forma Effect to return of such letter of credit (and removing such letter of credit from the Borrowing Base), and on an average basis after giving Pro Forma Effect to return of such letter of credit (and removing such letter of credit from the Borrowing Base) during the thirty (30) consecutive day period ending on and including the date of return of such letter of credit, shall be not less than, the greater of (A) 20.0% of the Maximum Borrowing Amount and (B) $40,000,000 and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. “Acceptable Letter of Credit Reimbursement Agreement” means that certain RRTS – Elliott Letter of Credit Fee Letter dated as of August 2, 2019 among the Permitted Holders and the Company. “First Amendment Effective Date” means August 2, 2019. (c) The definition of “Borrowing Base” in Section 1.01 of the Existing Credit Agreement is amended by inserting a new clause (e) and re-lettering the subsequent clauses as follows: (e) the lesser of (i) 100% of the amount of any Acceptable Letter of Credit and (ii) $30,000,000; plus (f) the FILO Amount; minus (g) the amount of all Availability Reserves. (d) Section 7.02(f) of the Existing Credit Agreement is amended and restated as follows: (f) on or before September 15, 2019, Borrower Agent shall deliver to Administrative Agent, in form and substance reasonably acceptable to the 2

Administrative Agent, a reasonably detailed plan for achieving the Company’s stated liquidity goals and objectives in connection with its go-forward business plan and strategy, which may include the sale of certain assets; and (e) Section 7.19 of the Existing Credit Agreement is amended and restated as follows 7.19 Treasury Management and Other Services. Each Loan Party shall maintain its lockboxes, Deposit Accounts (other than Excluded Deposit Accounts) and primary disbursement accounts exclusively with BMO, and shall utilize BMO, Wells Fargo Bank, National Association or Bank of America, N.A. for other Treasury Management and Other Services. (f) Section 8.01 of the Existing Credit Agreement is amended by (i) re-lettering clause (y) as (z) and (ii) inserting a new clause (y) as follows: (y) Indebtedness under the Acceptable Letter of Credit Reimbursement Agreement; and (g) Section 8.11 of the Existing Credit Agreement is amended by (i) amending and restating clause (a) and (ii) adding a new clause (d), each as follows: (a) Make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of (x) principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness or (y) any amounts under the Acceptable Letter of Credit Reimbursement Agreement, including any taxes, fees, charges or other costs or expenses, except: (i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets), other than (x) payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof and (y) any payment in respect of the Acceptable Letter of Credit Reimbursement Agreement; (ii) payments made through the incurrence of Refinancing Indebtedness; (iii) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness; (iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); (v) optional payment, prepayments or redemptions in respect of any Indebtedness (other than Subordinated Debt to the extent 3

contrary to the Subordination Provisions applicable thereto) so long as the Payment Conditions are satisfied (a “Specified Debt Payment”); and (vi) payments under the Acceptable Letter of Credit Reimbursement Agreement; provided that the following conditions have been satisfied: (i) as of the date of such payment and immediately after giving effect thereto, no Event of Default has occurred and is continuing, (ii) Adjusted Excess Availability immediately before and after giving Pro Forma Effect to such payment, and on an average basis after giving Pro Forma Effect to such payment during the thirty (30) consecutive day period ending on and including the date of such payment, shall not be less than, the greater of (A) 20.0% of the Maximum Borrowing Amount and (B) $40,000,000 and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby (for the avoidance of doubt, to the extent any such payment is being made contemporaneous with the return of any Acceptable Letter of Credit (and removal such letter of credit from the Borrowing Base) then all calculations of Adjusted Excess Availability shall include the impact of both events). *** (d) Amend, modify or change in any manner any term or condition of the Acceptable Letter of Credit Reimbursement Agreement without the prior written consent of the Administrative Agent. (h) Article XI of the Existing Credit Agreement is amended by adding a new Section 11.22: 11.22. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. 4

Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) As used in this Section 11.22, the following terms have the following meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). Section 3. Representations and Warranties of the Loan Parties. The Loan Parties represent and warrant to the ABL Administrative Agent and the Lenders that as of the First Amendment Effective Date: 3.01. each of the representations and warranties set forth in the Amended Credit Agreement and in the other Loan Documents are true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms already qualified as to materiality) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms already qualified as to materiality) as of such earlier date, and except that for purposes of this Section 3.01, (i) the representations and warranties contained in Section 6.05(a) and (c) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 7.01 of the Amended Credit Agreement and (ii) the representations and warranties contained in Section 6.05(b) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 7.01 of the Amended Credit Agreement; and 5

3.02. both immediately before and after giving effect to this Amendment and the transactions contemplated hereby, no Default shall have occurred and be continuing, or would result therefrom. Section 4. Conditions Precedent to this Amendment. This Amendment shall become effective as of the date, upon which each of the following conditions precedent shall be satisfied or waived (the “First Amendment Effective Date”): 4.01. Amendment. The ABL Administrative Agent shall have received counterparts of this Amendment, executed by the Loan Parties, the ABL Administrative Agent and the Required Supermajority Lenders. 4.02. Acceptable Letters of Credit. The ABL Administrative Agent shall have received one or more original Acceptable Letters of Credit in an amount of not less than $20,000,000 in the aggregate, in form and substance acceptable to the ABL Administrative Agent. 4.03. Term Loan Amendment. The ABL Administrative Agent shall have received a fully executed copy of the first amendment to the Term Loan Agreement, postponing the September 1, 2019 scheduled amortization payment pursuant to clauses (a) and (b) of Section 2.05 of the Term Loan Agreement to December 1, 2019 and otherwise in form and substance acceptable to the ABL Administrative Agent. 4.04. Costs and Expenses. The Company shall have paid all reasonable and documented out- of-pocket costs and expenses of the ABL Administrative Agent in connection with this Amendment. 4.05. Fees. The Company shall pay a fee to BMO in the amount of $100,000, for the account of each of the Lenders, which fee shall be allocated to the Lenders on a pro rata basis in accordance with their respective Commitments. Section 5. Reference to and Effect Upon the Existing Credit Agreement. 5.01. Except as specifically amended or waived above, the Existing Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. 5.02. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the ABL Administrative Agent or any Lender under the Existing Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Existing Credit Agreement or any Loan Document, except as specifically set forth herein. Section 6. Ratification of Liability. As of the First Amendment Effective Date, the Company and the other Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such parties grant liens or security interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, under the Loan Documents to which they are a party, hereby ratify and reaffirm all of their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of such Loan Documents to which they are a party, and ratify and reaffirm their grants of liens on or security interests in their properties pursuant to such Loan Documents to which they are a party, respectively, as security for the Obligations, and as of the First Amendment Effective Date, each such Person hereby confirms and agrees that such liens and security interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Amended Credit Agreement or any other Loan Document. As of the First Amendment Effective Date, the Company and 6

the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now apply to all Obligations as defined in the Amended Credit Agreement (including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Amended Credit Agreement or any other Loan Document). As of the First Amendment Effective Date, the Company and the other Loan Parties (a) further acknowledge receipt of a copy of this Amendment, (b) consent to the terms and conditions of same, and (c) agree and acknowledge that each of the Loan Documents to which they are a party remain in full force and effect and is hereby ratified and confirmed. Section 7. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force and effect. This Amendment is a Loan Document for all purposes of the Amended Credit Agreement. This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Amendment are for reference only and shall not affect the construction of this Amendment. Section 8. GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS. Section 9. Release and Waiver. The Loan Parties each do hereby release the ABL Administrative Agent and each of the Lenders and each of their officers, directors, employees, agents, attorneys, personal representatives, successors, predecessors and assigns from all manner of actions, cause and causes of action, suits, deaths, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, whatsoever, in law or in equity, and particularly, without limiting the generality of the foregoing, in connection with the Amended Credit Agreement and the other Loan Documents and any agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan Documents and the administration of the Amended Credit Agreement and the other Loan Documents, all indebtedness, obligations and liabilities of the Loan Parties to the ABL Administrative Agent or any Lender and any agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan Documents (collectively, the “Claims”), which the Loan Parties now have against the ABL Administrative Agent or any Lender or ever had, or which might be asserted by their heirs, executors, administrators, representatives, agents, successors, or assigns based on any Claims which exist on or at any time prior to the date of this Amendment. The Loan Parties expressly acknowledge and agree that they have been advised by counsel in connection with this Amendment and that they each understand that this Section 10 constitutes a general release of the ABL Administrative Agent and the Lenders and that they each intend to be fully and legally bound by the same. The Loan Parties further expressly acknowledge and agree that this general release shall have full force and effect notwithstanding the occurrence of a breach of the terms of this Amendment or an Event of Default or Default under the Amended Credit Agreement. [signature pages follow] 7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. BORROWER: ROADRUNNER TRANSPORTATION SYSTEMS, INC. By: /s/ Terence R. Rogers Name: Terence R. Rogers Title: EVP & CFO [Signature Page to Amendment]

SUBSIDIARY GUARANTORS: A&A EXPRESS, LLC INTERNATIONAL TRANSPORTATION A&A LOGISTICS, LLC HOLDINGS, INC. ACTIVE AERO CHARTER, LLC ISI LOGISTICS, LLC ACTIVE AERO GROUP, INC. ISI LOGISTICS SOUTH, LLC ACTIVE AERO MOTOR CARRIER, LLC ASCENT GLOBAL LOGISTICS ACTIVE GLOBAL SOLUTIONS, LLC INTERNATIONAL, LLC ACTIVE PTM, LLC MESCA FREIGHT SERVICES, LLC ASCENT GLOBAL LOGISTICS, LLC MORGAN SOUTHERN, INC. ASCENT GLOBAL LOGISTICS HOLDINGS, PRIME DISTRIBUTION SERVICES, INC. INC. RICH TRANSPORT, LLC BEECH HILL ENTERPRISES, LLC ROADRUNNER EQUIPMENT LEASING, LLC BIG ROCK TRANSPORTATION, LLC ROADRUNNER FREIGHT CARRIERS, LLC CAPITAL TRANSPORTATION LOGISTICS, ROADRUNNER INTERMODAL SERVICES, LLC LLC CENTRAL CAL TRANSPORTATION, LLC ROADRUNNER TEMPERATURE CTW TRANSPORT, LLC CONTROLLED, LLC D&E TRANSPORT, LLC ROADRUNNER TRANSPORTATION EVERETT LOGISTICS, LLC SERVICES, INC. EXPEDITED FREIGHT SYSTEMS, LLC ROADRUNNER TRUCKLOAD 2, LLC GREAT NORTHERN TRANSPORTATION ROADRUNNER TRUCKLOAD AGENT SERVICES, LLC INVESTMENT, INC. GROUP TRANSPORTATION SERVICES, LLC ROADRUNNER TRUCKLOAD HOLDINGS, LLC RRTC HOLDINGS, INC. SARGENT TRUCKING, LLC SORTINO TRANSPORTATION, LLC STAGECOACH CARTAGE AND DISTRIBUTION, LLC USA JET AIRLINES, INC. WANDO TRUCKING, LLC WORLD TRANSPORT SERVICES, LLC By: _/s/ Terence R. Rogers___________________ Name: Terence R. Rogers Title: Executive Vice President [Signature Page to Amendment]

ABL ADMINISTRATIVE AGENT: BMO HARRIS BANK N.A., as ABL Administrative Agent By: /s/ Clayton Foster Name: Clayton Foster Title: Assistant Vice President LENDERS: BMO HARRIS BANK N.A., as a Lender By: /s/ Clayton Foster Name: Clayton Foster Title: Assistant Vice President [Signature Page to Amendment]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Laura Wheeland Name: Laura Wheeland Title: Vice President [Signature Page to Amendment]

BANK OF AMERICA, NATIONAL ASSOCIATION, as a Lender By: /s/Brian Scawinski Name: Brian Scawinski Title: Portfolio Specialist [Signature Page to Amendment]

EX-10.53(A)

EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 2, 2019 among ROADRUNNER TRANSPORTATION SYSTEMS, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified as “Subsidiary Guarantors” on the signature pages to the Credit Agreement (the “Subsidiary Guarantors”), the Lenders (as defined below) party hereto and BMO HARRIS BANK N.A., as Administrative Agent (the “Term Administrative Agent”), each of which is a party to the Existing Credit Agreement (as defined below). WHEREAS, Company, the Subsidiary Guarantors, the financial institutions from time to time party thereto as lenders (the “Lenders”) and the Term Administrative Agent are parties to that certain Credit Agreement dated as of February 28, 2019 (as amended, supplemented, or otherwise modified from time to time prior to this Amendment and as in effect immediately prior to the effectiveness of this Amendment, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further amended, supplemented or otherwise modified and in effect from time to time, the “Amended Credit Agreement”). WHEREAS, the Company and the Subsidiary Guarantors request that the Lenders and the Term Administrative Agent amend the Existing Credit Agreement in certain respects, and the Lenders party hereto and the Term Administrative Agent are willing to so amend the Existing Credit Agreement, as set forth below. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment, terms defined in the Amended Credit Agreement are used herein as defined therein. Section 2. Amendments to the Existing Credit Agreement. From and after the First Amendment Effective Date, the Existing Credit Agreement shall be amended as follows: 2.01 References Generally. References in the Existing Credit Agreement (including references to the Existing Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) and each reference to the Existing Credit Agreement in the other Loan Documents (and indirect references such as “thereunder”, “thereby”, “therein” and “thereof”) shall be deemed to be references to the Existing Credit Agreement as amended hereby. 2.02 Amended Language. (a) Section 1.01 of the Existing Credit Agreement is amended by adding the following defined term as follows in alphabetical order: “First Amendment Effective Date” means August 2, 2019. (b) Section 2.01(e) of the Existing Credit Agreement is amended by adding the following sentences to the end of such Section: Notwithstanding anything to the contrary, CapX Loans shall not be available during the period commencing on the First Amendment Effective Date and AmericasActive:13778881.6

continuing until the Administrative Agent’s receipt of the December 1, 2019 quarterly amortization payments pursuant to Section 2.05. (c) The table in Section 2.05(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: Date Quarterly Payment December 1, 2019 $4,484,164 March 1, 2020 $2,242,082 June 1, 2020 $2,242,082 September 1, 2020 $2,242,082 December 1, 2020 $2,242,082 March 1, 2021 $2,242,082 June 1, 2021 $2,242,082 September 1, 2021 $2,242,082 December 1, 2021 $2,242,082 March 1, 2022 $2,242,082 June 1, 2022 $2,242,082 September 1, 2022 $2,242,082 December 1, 2022 $2,242,082 March 1, 2023 $2,242,082 June 1, 2023 $2,242,082 September 1, 2023 $2,242,082 December 1, 2023 $2,242,082 (d) The table in Section 2.05(c) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: December 1, 2019 $916,800 March 1, 2020 $458,400 June 1, 2020 $458,400 September 1, 2020 $458,400 December 1, 2020 $458,400 March 1, 2021 $458,400 June 1, 2021 $458,400 September 1, 2021 $458,400 December 1, 2021 $458,400 March 1, 2022 $458,400 June 1, 2022 $458,400 September 1, 2022 $458,400 December 1, 2022 $458,400 March 1, 2023 $458,400 June 1, 2023 $458,400 September 1, 2023 $458,400 December 1, 2023 $458,400 2

(e) Section 8.01 of the Existing Credit Agreement is amended by (i) re-lettering clause (y) as (z) and (ii) inserting a new clause (y) as follows: (y) Indebtedness under the Acceptable Letter of Credit Reimbursement Agreement (as defined in the ABL Loan Agreement); and (f) Section 8.11 of the Existing Credit Agreement is amended by (i) amending and restating clause (a) and (ii) adding a new clause (d), each as follows: (a) Make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of (x) principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness or (y) any amounts under the Acceptable Letter of Credit Reimbursement Agreement (as defined in the ABL Loan Agreement), including any taxes, fees, charges or other costs or expenses, except: (i) payments when due of regularly scheduled interest and principal payments (including mandatory prepayments arising as a result of a change of control or sale of substantially all assets), other than (x) payments in respect of any Subordinated Debt prohibited by the Subordination Provisions thereof and (y) any payment in respect of the Acceptable Letter of Credit Reimbursement Agreement (as defined in the ABL Loan Agreement); (ii) payments made through the incurrence of Refinancing Indebtedness; (iii) payments of secured Indebtedness that becomes due as a result of a voluntary sale or transfer permitted hereunder of the property securing such Indebtedness; (iv) payments made solely from and substantially contemporaneously with the proceeds of the issuance of Equity Interests by the Company (other than Disqualified Equity Interests); (v) optional payment, prepayments or redemptions in respect of any Indebtedness (other than Subordinated Debt to the extent contrary to the Subordination Provisions applicable thereto) so long as the Payment Conditions are satisfied (a “Specified Debt Payment”); and (vi) payments under paragraph 3 of the Acceptable Letter of Credit Reimbursement Agreement (as defined in the ABL Loan Agreement) after satisfaction of the conditions set forth therein. *** 3

(d) Amend, modify or change in any manner any term or condition of the Acceptable Letter of Credit Reimbursement Agreement (as defined in the ABL Loan Agreement) without the prior written consent of the Administrative Agent. (g) Article XI of the Existing Credit Agreement is amended by adding a new Section 11.22: 11.22. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) As used in this Section 11.22, the following terms have the following meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 4

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). (h) Section 10.06 of the Existing Credit Agreement is amended by adding the following sentence after the period of the last sentence of such section: “Notwithstanding anything to the contrary in this Section 10.06, upon written notice from the Administrative Agent of its resignation to the Lenders and the Borrower Agent and fifteen (15) days after the repayment in full of the Tranche A Term Loans and related Obligations (or arrangements therefore satisfactory to BMO in its sole discretion), BMO shall be automatically discharged from all of its duties and obligations as Administrative Agent and Elliott Associates, L.P., a Delaware limited partnership, or one of its Affiliates or designees shall be vested with all of the rights, powers, privileges and duties of the Administrative Agent; provided that, during the fifteen (15) day period described above BMO shall retain solely its duties and obligations relating to matters of perfection in the Collateral.” Section 3. Representations and Warranties of the Loan Parties. The Loan Parties represent and warrant to the Term Administrative Agent and the Lenders that as of the First Amendment Effective Date: 3.01 each of the representations and warranties set forth in the Amended Credit Agreement and in the other Loan Documents are true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms already qualified as to materiality) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in all material respects for such representations and warranties that are not by their terms already qualified as to materiality) as of such earlier date, and except that for purposes of this Section 3.01, (i) the representations and warranties contained in Section 6.05(a) and (c) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 7.01 of the Amended Credit Agreement and (ii) the representations and warranties contained in Section 6.05(b) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 7.01 of the Amended Credit Agreement; and 3.02 both immediately before and after giving effect to this Amendment and the transactions contemplated hereby, no Default shall have occurred and be continuing, or would result therefrom. Section 4. Conditions Precedent to this Amendment. This Amendment shall become effective as of the date, upon which each of the following conditions precedent shall be satisfied or waived (the “First Amendment Effective Date”): 5

4.01 Amendment. The Term Administrative Agent shall have received counterparts of this Amendment, executed by the Loan Parties, the Term Administrative Agent and the Required Lenders. 4.02 Acceptable Letter of Credit. The ABL Agent shall have received an original Acceptable Letter of Credit (as defined in the ABL Loan Agreement) in an amount of not less than $20,000,000. 4.03 ABL Amendment. The Term Administrative Agent shall have received a fully executed copy of the first amendment to the ABL Loan Agreement, (a) amending the definition of “Fixed Charge Trigger Period” and (b) amending the definition of “Borrowing Base” to include the lesser of (i) 100% of the amount of any Acceptable Letter of Credit (as defined in the ABL Loan Agreement) and (ii) $30,000,000 and otherwise in form and substance acceptable to the Term Administrative Agent. 4.04 Costs and Expenses. The Company shall have paid all reasonable and documented out- of-pocket costs and expenses of the Term Administrative Agent in connection with this Amendment. 4.05 Fees. The Company shall pay a fee to BMO in the amount of $10,000 in its capacity as Term Administrative Agent and solely for its own account. Section 5. Reference to and Effect Upon the Existing Credit Agreement. 5.01 Except as specifically amended or waived above, the Existing Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. 5.02 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Term Administrative Agent or any Lender under the Existing Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Existing Credit Agreement or any Loan Document, except as specifically set forth herein. Section 6. Ratification of Liability. As of the First Amendment Effective Date, the Company and the other Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such parties grant liens or security interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, under the Loan Documents to which they are a party, hereby ratify and reaffirm all of their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of such Loan Documents to which they are a party, and ratify and reaffirm their grants of liens on or security interests in their properties pursuant to such Loan Documents to which they are a party, respectively, as security for the Obligations, and as of the First Amendment Effective Date, each such Person hereby confirms and agrees that such liens and security interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Amended Credit Agreement or any other Loan Document. As of the First Amendment Effective Date, the Company and the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now apply to all Obligations as defined in the Amended Credit Agreement (including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the Amended Credit Agreement or any other Loan Document). As of the First Amendment Effective Date, the Company and the other Loan Parties (a) further acknowledge receipt of a copy of this Amendment, (b) consent to the terms and conditions of same, and (c) agree and acknowledge that each of the Loan Documents to which they are a party remain in full force and effect and is hereby ratified and confirmed. Section 7. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force and effect. This Amendment is a Loan Document for all purposes of 6

the Amended Credit Agreement. This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Amendment are for reference only and shall not affect the construction of this Amendment. Section 8. GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS. Section 9. Release and Waiver. The Loan Parties each do hereby release the Term Administrative Agent and each of the Lenders and each of their officers, directors, employees, agents, attorneys, personal representatives, successors, predecessors and assigns from all manner of actions, cause and causes of action, suits, deaths, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, whatsoever, in law or in equity, and particularly, without limiting the generality of the foregoing, in connection with the Amended Credit Agreement and the other Loan Documents and any agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan Documents and the administration of the Amended Credit Agreement and the other Loan Documents, all indebtedness, obligations and liabilities of the Loan Parties to the Term Administrative Agent or any Lender and any agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan Documents (collectively, the “Claims”), which the Loan Parties now have against the Term Administrative Agent or any Lender or ever had, or which might be asserted by their heirs, executors, administrators, representatives, agents, successors, or assigns based on any Claims which exist on or at any time prior to the date of this Amendment. The Loan Parties expressly acknowledge and agree that they have been advised by counsel in connection with this Amendment and that they each understand that this Section 10 constitutes a general release of the Term Administrative Agent and the Lenders and that they each intend to be fully and legally bound by the same. The Loan Parties further expressly acknowledge and agree that this general release shall have full force and effect notwithstanding the occurrence of a breach of the terms of this Amendment or an Event of Default or Default under the Amended Credit Agreement. [signature pages follow] 7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. BORROWER: ROADRUNNER TRANSPORTATION SYSTEMS, INC. By:_/s/ Terence R. Rogers Name: Terence R. Rogers Title: EVP & CFO [Signature Page to Amendment]

SUBSIDIARY GUARANTORS: A&A EXPRESS, LLC INTERNATIONAL TRANSPORTATION A&A LOGISTICS, LLC HOLDINGS, INC. ACTIVE AERO CHARTER, LLC ISI LOGISTICS, LLC ACTIVE AERO GROUP, INC. ISI LOGISTICS SOUTH, LLC ACTIVE AERO MOTOR CARRIER, LLC ASCENT GLOBAL LOGISTICS ACTIVE GLOBAL SOLUTIONS, LLC INTERNATIONAL, LLC ACTIVE PTM, LLC MESCA FREIGHT SERVICES, LLC ASCENT GLOBAL LOGISTICS, LLC MORGAN SOUTHERN, INC. ASCENT GLOBAL LOGISTICS HOLDINGS, PRIME DISTRIBUTION SERVICES, INC. INC. RICH TRANSPORT, LLC BEECH HILL ENTERPRISES, LLC ROADRUNNER EQUIPMENT LEASING, LLC BIG ROCK TRANSPORTATION, LLC ROADRUNNER FREIGHT CARRIERS, LLC CAPITAL TRANSPORTATION LOGISTICS, ROADRUNNER INTERMODAL SERVICES, LLC LLC CENTRAL CAL TRANSPORTATION, LLC ROADRUNNER TEMPERATURE CTW TRANSPORT, LLC CONTROLLED, LLC D&E TRANSPORT, LLC ROADRUNNER TRANSPORTATION EVERETT LOGISTICS, LLC SERVICES, INC. EXPEDITED FREIGHT SYSTEMS, LLC ROADRUNNER TRUCKLOAD 2, LLC GREAT NORTHERN TRANSPORTATION ROADRUNNER TRUCKLOAD AGENT SERVICES, LLC INVESTMENT, INC. GROUP TRANSPORTATION SERVICES, LLC ROADRUNNER TRUCKLOAD HOLDINGS, LLC RRTC HOLDINGS, INC. SARGENT TRUCKING, LLC SORTINO TRANSPORTATION, LLC STAGECOACH CARTAGE AND DISTRIBUTION, LLC USA JET AIRLINES, INC. WANDO TRUCKING, LLC WORLD TRANSPORT SERVICES, LLC By: _/s/ Terence R. Rogers___________________ Name: Terence R. Rogers Title: Executive Vice President [Signature Page to Amendment]

TERM ADMINISTRATIVE AGENT: BMO HARRIS BANK N.A., as Term Administrative Agent By: /s/ Isabella Battista Name: Isabella Battista Title: Director LENDERS: BMO HARRIS BANK N.A., as a Lender By: /s/ Isabella Battista Name: Isabella Battista Title: Director [Signature Page to Amendment]

ELLIOTT ASSOCIATES, L.P., as a Lender Elliott Associates, L.P. By: Elliott Capital Advisors, L.P., as general partner By: Braxton Associates, Inc., as general partner By: /s/ Elliot Greenberg Name: Elliot Greenberg Title: Vice President ELLIOTT INTERNATIONAL, L.P., as a Lender Elliott International, L.P. By: Hambledon, Inc., its General Partner By: Elliott International Capital Advisors Inc., as attorney-in-fact By: /s/ Elliot Greenberg Name: Elliot Greenberg Title: Vice President [Signature Page to Amendment]

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer

I, Curtis W. Stoelting, 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: August 6, 2019	/s/ Curtis W. Stoelting
	Curtis W. Stoelting
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

I, Terence R. Rogers, 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: August 6, 2019	/s/ Terence R. Rogers
	Terence R. Rogers
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

Section 1350 Certification of Principal Executive Officer

In connection with the Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc. (the “Company”) for the six months ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Curtis W. Stoelting, 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/ Curtis W. Stoelting

Curtis W. Stoelting

Chief Executive Officer (Principal Executive Officer)

Date: August 6, 2019

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 Principal Financial Officer

In connection with the Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc. (the “Company”) for the six months ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terence R. Rogers, 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/ Terence R. Rogers

Terence R. Rogers

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: August 6, 2019

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

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 01, 2019
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	Jun. 30, 2019
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		37,637,122
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 4,896	$ 11,179
Accounts receivable, net of allowances of $8,260 and $9,980, respectively	243,457	274,843
Income tax receivable	2,366	3,910
Prepaid expenses and other current assets	50,103	61,106
Total current assets	300,822	351,038
Property and equipment, net of accumulated depreciation of $153,335 and $130,077, respectively	212,945	188,706
Other assets:
Operating lease right-of-use asset	114,523
Goodwill	171,900	264,826
Intangible assets, net	37,144	42,526
Other noncurrent assets	5,987	6,361
Total other assets	329,554	313,713
Total assets	843,321	853,457
Current liabilities:
Current maturities of debt	2,566	13,171
Current maturities of indebtedness to related party	9,133	0
Current finance lease liability	21,799
Current finance lease liability		13,229
Current operating lease liability	35,373
Accounts payable	132,549	160,242
Accrued expenses and other current liabilities	89,889	110,943
Total current liabilities	291,309	297,585
Deferred tax liabilities	3,225	3,953
Other long-term liabilities	3,339	7,857
Long-term finance lease liability	72,150
Long-term finance lease liability		37,737
Long-term operating lease liability	85,223
Long-term debt, net of current maturities	134,830	155,596
Long-term indebtedness to related party	31,848	0
Preferred stock	0	402,884
Total liabilities	621,924	905,612
Commitments and contingencies (Note 12)
Stockholders’ investment (deficit):
Common stock $.01 par value; 44,000 and 4,200 shares authorized, respectively; 37,637 and 1,556 shares issued and outstanding, respectively	376	16
Additional paid-in capital	847,383	405,243
Retained deficit	(626,362)	(457,414)
Total stockholders’ investment (deficit)	221,397	(52,155)
Total liabilities and stockholders’ investment (deficit)	$ 843,321	$ 853,457

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances	$ 8,260	$ 9,980
Property and equipment, net of accumulated depreciation	$ 153,335	$ 130,077
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	44,000,000	4,200,000
Common stock, shares issued (in shares)	37,637,000	1,556,000
Common stock, shares outstanding (in shares)	37,637,000	1,556,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Revenues	$ 480,688	$ 558,026	$ 987,836	$ 1,128,010
Operating expenses:
Purchased transportation costs	317,785	380,072	660,560	781,035
Personnel and related benefits	81,686	75,838	160,901	151,725
Other operating expenses	95,939	99,712	185,553	197,211
Depreciation and amortization	14,788	9,124	30,330	18,189
Operations restructuring costs	0	4,655	0	4,655
Impairment charges	108,331	0	109,109	0
Total operating expenses	618,529	569,401	1,146,453	1,152,815
Operating loss	(137,841)	(11,375)	(158,617)	(24,805)
Interest expense:	4,632	34,232	8,514	43,775
Interest expense - preferred stock	0	31,609	0	38,724
Interest expense - debt	4,632	2,623	8,514	5,051
Total interest expense	4,632	34,232	8,514	43,775
Loss from debt extinguishment	0	0	2,270	0
Loss before income taxes	(142,473)	(45,607)	(169,401)	(68,580)
Benefit from income taxes	(524)	(3,652)	(453)	(2,982)
Net loss	$ (141,949)	$ (41,955)	$ (168,948)	$ (65,598)
Loss per share:
Basic (in dollars per share)	$ (3.77)	$ (27.24)	$ (6.39)	$ (42.62)
Diluted (in dollars per share)	$ (3.77)	$ (27.24)	$ (6.39)	$ (42.62)
Weighted average common stock outstanding:
Basic (in shares)	37,603	1,540	26,442	1,539
Diluted (in shares)	37,603	1,540	26,442	1,539

XML

Condensed Consolidated Statement of Shareholders' Investment (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Deficit
Beginning balance, shares at Dec. 31, 2017		1,536,925
Beginning balance at Dec. 31, 2017	$ 110,847	$ 15	$ 403,535	$ (292,703)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock units, net of taxes paid, shares		3,272
Issuance of restricted stock units, net of taxes paid	(75)		(75)
Share-based compensation	523		523
Net loss	(23,643)			(23,643)
Ending balance at Mar. 31, 2018	88,538	$ 15	403,983	(315,460)
Ending balance, shares at Mar. 31, 2018		1,540,197
Beginning balance, shares at Dec. 31, 2017		1,536,925
Beginning balance at Dec. 31, 2017	110,847	$ 15	403,535	(292,703)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(65,598)
Ending balance at Jun. 30, 2018	46,954	$ 15	404,354	(357,415)
Ending balance, shares at Jun. 30, 2018		1,540,290
Beginning balance, shares at Mar. 31, 2018		1,540,197
Beginning balance at Mar. 31, 2018	88,538	$ 15	403,983	(315,460)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock units, net of taxes paid, shares		93
Issuance of restricted stock units, net of taxes paid	(1)		(1)
Share-based compensation	372		372
Net loss	(41,955)			(41,955)
Ending balance at Jun. 30, 2018	$ 46,954	$ 15	404,354	(357,415)
Ending balance, shares at Jun. 30, 2018		1,540,290
Beginning balance, shares at Dec. 31, 2018	1,556,000	1,555,868
Beginning balance at Dec. 31, 2018	$ (52,155)	$ 16	405,243	(457,414)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock units, net of taxes paid, shares		5,664
Issuance of restricted stock units, net of taxes paid	(8)		(8)
Issuance of common stock, shares		36,000,000
Issuance of common stock	450,000	$ 360	449,640	0
Common stock issuance costs	(11,985)		(12,000)
Share-based compensation	1,599		1,599
Net loss	(26,999)			(26,999)
Ending balance at Mar. 31, 2019	$ 360,452	$ 376	844,489	(484,413)
Ending balance, shares at Mar. 31, 2019		37,561,532
Beginning balance, shares at Dec. 31, 2018	1,556,000	1,555,868
Beginning balance at Dec. 31, 2018	$ (52,155)	$ 16	405,243	(457,414)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(168,948)			(168,948)
Ending balance at Jun. 30, 2019	$ 221,397	$ 376	847,383	(626,362)
Ending balance, shares at Jun. 30, 2019	37,637,000	37,637,122
Beginning balance, shares at Mar. 31, 2019		37,561,532
Beginning balance at Mar. 31, 2019	$ 360,452	$ 376	844,489	(484,413)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock units, net of taxes paid, shares		75,590
Issuance of restricted stock units, net of taxes paid	(175)		(175)
Share-based compensation	3,069		3,069
Net loss	(141,949)			(141,949)
Ending balance at Jun. 30, 2019	$ 221,397	$ 376	$ 847,383	$ (626,362)
Ending balance, shares at Jun. 30, 2019	37,637,000	37,637,122

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Cash flows from operating activities:
Net Income	$ (141,949)	$ (26,999)	$ (41,955)	$ (23,643)	$ (168,948)	$ (65,598)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					30,720	18,552
Change in fair value of preferred stock					0	37,663
Amortization of preferred stock issuance costs					0	1,061
Loss on disposal of property and equipment					355	1,972
Share-based compensation					4,668	895
Loss on debt restructuring	0		0		2,270	0
Provision for bad debts					491	2,030
Deferred tax benefit					(729)	(3,544)
Impairment charges					109,109	0
Changes in:
Accounts receivable					30,895	27,156
Income tax receivable					1,544	911
Prepaid expenses and other assets					30,676	6,900
Accounts payable					(29,879)	(23,852)
Accrued expenses and other liabilities					(30,718)	(5,052)
Net cash used in operating activities					(19,546)	(906)
Cash flows from investing activities:
Capital expenditures					(13,043)	(11,391)
Proceeds from sale of property and equipment					1,882	927
Net cash used in investing activities					(11,161)	(10,464)
Cash flows from financing activities:
Borrowings under revolving credit facilities					523,478	0
Payments under revolving credit facilities					(526,643)	0
Term debt borrowings					52,592	557
Term debt payments					(39,714)	(11,846)
Debt issuance costs					(2,005)	0
Payments of debt extinguishment costs					(693)	0
Proceeds from issuance of common stock					450,000	0
Common stock issuance costs					(10,514)	0	$ (1,500)
Proceeds from issuance of preferred stock					0	34,999
Preferred stock issuance costs					0	(1,061)
Preferred stock payments					(402,884)	0
Issuance of restricted stock units, net of taxes paid					(183)	(76)
Payments on insurance premium financing					(9,957)	0
Payment of capital lease obligation					(9,053)	(1,267)
Net cash provided by financing activities					24,424	21,306
Net (decrease) increase in cash and cash equivalents					(6,283)	9,936
Cash and cash equivalents:
Beginning of period		$ 11,179		$ 25,702	11,179	25,702	25,702
End of period	$ 4,896		$ 35,638		4,896	35,638	$ 11,179
Supplemental cash flow information:
Cash paid for interest					8,125	4,966
Cash refunds from income taxes, net					(787)
Cash paid for income taxes, net						144
Non-cash capital leases and other obligations to acquire assets					52,456	10,451
Capital expenditures, not yet paid					$ 2,814	$ 0

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Organization, Nature of Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

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 Downers Grove, Illinois with operations primarily in the United States and was organized into the following four segments effective April 1, 2019: Ascent Global Logistics (“Ascent”), Active On-Demand, Less-than-Truckload (“LTL”) and Truckload (“TL”). Within its Ascent segment, the Company provides third-party domestic freight management, international freight forwarding, customs brokerage and retail consolidation solutions. Within its Active On-Demand segment, the Company provides premium mission critical air and ground expedite and logistics operations. Within its LTL segment, the Company's services involve the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments. Within its TL segment, the Company provides the following services: scheduled and expedited dry van truckload, temperature controlled truckload, flatbed, intermodal drayage and other warehousing operations.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2018. Interim results are not necessarily indicative of results for a full year.

Reverse Stock Split

On April 4, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to effect a reverse stock split (the “Reverse Stock Split”), as described in its Definitive Information Statement on Schedule 14C filed with the SEC on March 15, 2019. As a result, the Reverse Stock Split took effect on April 4, 2019 and the Company’s common stock began trading on a split-adjusted basis when the market opened on April 5, 2019.

Pursuant to the Reverse Stock Split, shares of the Company’s common stock were automatically consolidated at the rate of 1-for-25 without any further action on the part of the Company’s stockholders. All fractional shares owned by each stockholder were aggregated and to the extent after aggregating all fractional shares any stockholder was entitled to a fraction of a share, such stockholder became entitled to receive, in lieu of the issuance of such fractional share, a cash payment based on a pre-split cash rate of $0.4235, which is the volume weighted average trading price per share on the New York Stock Exchange (“NYSE”) for the five consecutive trading days immediately preceding April 4, 2019.

Following the Reverse Stock Split, the number of outstanding shares of the Company’s common stock was reduced by a factor of 25 to approximately 37,561,532. The number of authorized shares of common stock was also reduced by a factor of 25 to 44,000,000.

All references to numbers of common shares and per common share data in these condensed consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse stock split for all periods presented.

Change in Accounting Principle

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company elected to adopt Topic 842 using an optional alternative method of adoption, referred to as the “Comparatives Under ASC 840 Approach,” which allows companies to apply the new requirements to only those leases that existed as of January 1, 2019. Under the Comparatives Under ASC 840 Approach, the date of initial application is January 1, 2019 with no retrospective restatements. As such, there was no impact to historical comparative income statements and the balance sheet assets and liabilities have been recognized in 2019 in accordance with ASC 842. Upon adoption, the Company recognized a lease liability, initially measured at the present value of the lease payments, of $135 million with a corresponding right-of-use asset for operating leases. The Company's accounting for finance leases is essentially unchanged. As part of its adoption of Topic 842 the Company elected the “package of three” practical expedient, which, among other things, does not require the Company to reassess lease classification for expired or existing contracts upon adoption. The Company also elected to not use hindsight in assessing existing lease terms at the transition date. See Note 3 for more information.

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 segments based on the information utilized by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent, Active On-Demand, LTL and TL. The Company changed its segment reporting effective April 1, 2019, when the CODM began assessing the performance of the Active On-Demand air and ground expedite business separately from its truckload businesses. Segment information for prior periods has been revised to align with the new segment structure.

Revenue Recognition

The Company’s revenues are primarily derived from transportation services which includes providing freight and carrier services both domestically and internationally via land, air, and sea. The Company disaggregates revenue among its four segments, Ascent, Active On-Demand, LTL and TL, as presented in Note 14.

Performance Obligations - A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The terms and conditions of the Company’s agreements with customers are generally consistent within each segment. The transaction price is typically fixed and determinable and is not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 60 days from the date of invoice. The Company’s transportation service is a promise to move freight to a customer’s destination, with the transit period typically being less than one week. The Company views the transportation services it provides to its customers as a single performance obligation. This performance obligation is satisfied and recognized in revenue over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and the percentage of completion as of the reporting date requires management to make judgments that affect the timing of revenue recognized. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of goods and services to its customers as the Company’s obligation is performed over the transit period.

Principal vs. Agent Considerations - The Company utilizes independent contractors and third-party carriers in the performance of some transportation services. The Company evaluates whether its performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it determined that all of the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis.

Contract Balances and Costs - The Company applies the practical expedient in ASU No. 2015-14, Revenue from Contracts with Customers, (“Topic 606”) that permits the Company to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company's contracts have an expected length of one year or less. The Company also applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred if the amortization period of such costs is one year or less. These costs are included in purchased transportation costs.

The Company's performance obligation represents the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date. This includes the unbilled amounts and accrued freight costs for freight shipments in transit. As of June 30, 2019 and December 31, 2018, the Company had $15.1 million and $7.8 million of unbilled amounts recorded in accounts receivable, respectively, and $10.3 million and $6.1 million of accrued freight costs recorded in accounts payable, respectively. Amounts recorded to revenue and purchased transportation costs are not material for the three and six months ended June 30, 2019 and 2018.

Leases

The Company determines at inception whether a contract qualifies as a lease and whether the lease meets the classification criteria of an operating or finance lease. For operating leases, the Company records a lease liability and corresponding right-of-use asset at the lease commencement date, which are valued at the estimated present value of the lease payments over the lease term. The Company uses its collateralized incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Finance leases are included within property and equipment. The Company does not recognize leases with an original lease term of 12 months or less on the condensed consolidated balance sheets but will disclose the related lease expense for these short-term leases. The Company does not separate non-lease components from lease components, which results in all payments being allocated to the lease and factored into the measurement of the right-of-use asset and lease liability. The Company includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

Impairment Charges

The Company recorded a goodwill impairment charge of $92.9 million and an intangible asset impairment charge of $1.9 million for the three months ended June 30, 2019 within its TL segment. See Note 2 for more information.

In the fourth quarter of 2018, the Company recorded an asset impairment charge of $1.6 million related to tractors that were classified as "held for sale" within its TL segment. The fair value less cost to sell the long-lived assets is required to be assessed each reporting period it remains classified as held for sale. In the second quarter of 2019, the Company reassessed the carrying value of the remaining assets held for sale and recorded an additional asset impairment charge of $0.5 million.

The Company recorded an asset impairment charge of $13.0 million at Corporate as a reduction to property, plant and equipment, net for the three months ended June 30, 2019 related to software development that is being abandoned. The impairment costs are associated with the abandonment of current software development in favor of alternative customized software solutions. The Company also recorded an asset impairment charge of $0.8 million in the first quarter of 2019 related to software that is no longer useful following the integration of Ascent’s domestic freight management operations. Total asset impairment charges related to software was $13.8 million, which was recorded at Corporate as a reduction to property, plant and equipment, net for the six months ended June 30, 2019.

New Accounting Pronouncements

In August 2018, the Financial Accounting Standard Board (“FASB”) issued ASU 2018-15, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which is effective for the Company in 2020. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The Company does not expect the adoption of ASU 2018-15 to have a material impact on its condensed consolidated financial statements.

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

. 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 evaluates goodwill and intangible assets for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment loss is recognized as an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

For purposes of the impairment analysis, the fair value of the Company’s reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates, and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which the Company competes, the discount rate, terminal growth rates, and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities, including, among others, customer relationships and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company's stock may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

Prior to the change in segments, the Company had four reporting units for its three segments: one reporting unit for its Truckload and Express Services (“TES”) segment; one reporting unit for its LTL segment; and two reporting units for its Ascent segment, which are the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit. The Company conducts its goodwill impairment analysis for each of its four reporting units as of July 1 of each year.

In connection with the change in segments, the Company conducted an impairment analysis as of April 1, 2019. Due to the inability of the TES businesses to meet forecast results, the Company determined the carrying value exceeded the fair value for the TES reporting unit. Accordingly, the Company recorded a goodwill impairment charge of $92.9 million, which represents a write off of all the TES goodwill. Given the fact that all of the goodwill was impaired, there was no remaining TES goodwill to allocate to the TL and Active On-Demand segments. The fair value of the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit exceeded their respective carrying values by 3.1% and 109.0%, respectively; thus no impairment was indicated for these reporting units. The goodwill balances of the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit as of June 30, 2019 were $98.5 million and $73.4 million, respectively. The LTL reporting unit had no remaining goodwill as of April 1, 2019.

The table below provides a sensitivity analysis for the Domestic and International Logistics and Warehousing & Consolidation reporting units, which shows the estimated fair value impacts related to a 50-basis point increase or decrease in the discount and long-term growth rates used in the valuation as of April 1, 2019.

	Approximate Percent Change in Estimated Fair Value
	+/- 50 bps Discount Rate	+/- 50bps Growth Rate
Domestic and International Logistics reporting unit	(2.5%) / 2.5%	1.5% / (1.8%)
Warehousing & Consolidation reporting unit	(2.2%) / 2.2%	1.6% / (1.9%)

The following is a breakdown of the Company's goodwill as of June 30, 2019 by segment (in thousands):

			Active
	Ascent		On-Demand		LTL		TL			Total
Balance as of December 31, 2018	$	171,900	$	—	$	—	$	92,926		$	264,826
Goodwill impairment charges	—		—		—		(92,926		)	(92,926		)
Balance as of June 30, 2019	$	171,900	$	—	$	—	$	—		$	171,900

The following is a breakdown of the Company's accumulated goodwill impairment charges as of June 30, 2019 by segment (in thousands):

			Active
	Ascent		On-Demand		LTL		TL		Total
Balance as of December 31, 2018	$	46,763	$	—	$	197,312	$	132,408	$	376,483
Goodwill impairment charges	—		—		—		92,926		92,926
Balance as of June 30, 2019	$	46,763	$	—	$	197,312	$	225,334	$	469,409

Intangible assets consisted primarily of customer relationships acquired from business acquisitions. Intangible assets as of June 30, 2019 and December 31, 2018 were as follows (in thousands):

	June 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Ascent	$	27,152	$	(18,474	)	$	8,678	$	27,152	$	(17,248	)	$	9,904
Active On-Demand	31,547		(12,424		)	19,123		31,547		(11,139		)	20,408
LTL	2,498		(2,008		)	490		2,498		(1,925		)	573
TL	20,261		(11,408		)	8,853		23,461		(11,820		)	11,641
Total	$	81,458	$	(44,314	)	$	37,144	$	84,658	$	(42,132	)	$	42,526

The customer relationships intangible assets are amortized over their estimated useful lives, ranging from five to 12 years. Amortization expense was $1.7 million and $1.8 million for the three months ended June 30, 2019 and 2018, respectively. Amortization expense was $3.4 million and $3.6 million for the six months ended June 30, 2019 and 2018, respectively. The Company evaluates its other intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. Indicators of impairment were identified in connection with the declining operating performance of one of the Company's businesses within the TL segment and as a result, $1.9 million of non-cash impairment charges were recorded for the three months ended June 30, 2019.

Estimated amortization expense for each of the next five years based on intangible assets as of June 30, 2019 is as follows (in thousands):

Remainder 2019	$	3,193
2020	6,180
2021	5,998
2022	5,560
2023	5,195
Thereafter	11,018
Total	$	37,144

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Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases

Leases

The Company leases terminals, office space, trucks, trailers, and other equipment under noncancelable operating leases expiring on various dates through 2042. The Company also leases trucks, trailers, office space and other equipment under finance leases. Certain of our lease agreements for trucks, trailers and other equipment contain residual value guarantees.

Amounts recognized in the condensed consolidated balance sheets related to the Company's lease portfolio are as follows (in thousands):

	June 30, 2019
Assets:
Finance lease assets, net (included in property and equipment)	$	94,308
Operating lease right-of-use asset	114,523
Total lease assets	$	208,831
Liabilities:
Current finance lease liability	$	21,799
Current operating lease liability	35,373
Long-term finance lease liability	72,150
Long-term operating lease liability	85,223
Total lease liabilities	$	214,545

Amounts recognized in the condensed consolidated income statement related to the Company's lease portfolio for the three and six months ended June 30, 2019 are as follows (in thousands):

		Three months ended		Six months ended
Lease component	Classification	June 30, 2019		June 30, 2019
Rent expense - operating leases	Other operating expenses	$	16,833	$	33,771
Amortization of finance lease assets	Depreciation expense	$	4,871	$	9,202
Interest on finance lease liabilities	Interest expense	$	1,430	$	2,630

Rent expense for operating leases relates primarily to long-term operating leases, but also includes amounts for variable leases and short-term leases. The Company also recognized rental income of $2.7 million and $5.2 million for the three and six months ended June 30, 2019, respectively, related to operating leases the Company entered into with its independent contractors (“IC”), of which $2.3 million and $4.1 million related to sublease income for the three and six months ended June 30, 2019, respectively. The Company records rental income from leases as a reduction to rent expense - operating leases.

Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of June 30, 2019 (in thousands):

Year Ending:	Operating leases			Finance leases			Total
Remainder of 2019	$	21,736		$	14,144		$	35,880
2020	34,676			26,916			61,592
2021	25,108			30,292			55,400
2022	20,831			15,307			36,138
2023	17,640			12,854			30,494
Thereafter	17,406			11,156			28,562
Total	$	137,397		$	110,669		$	248,066
Less: Interest	(16,801		)	(16,720		)	(33,521		)
Present value of lease liabilities	$	120,596		$	93,949		$	214,545

Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2018 (in thousands):

Year Ending:
2019	$	45,713
2020	34,920
2021	25,536
2022	21,413
2023	17,920
Thereafter	17,556
Total	$	163,058

The weighted average remaining lease term and discount rate used in computing the lease liability as of June 30, 2019 were as follows:

Weighted average remaining lease term (in years)
Operating leases	4.5
Finance leases	3.5
Weighted average discount rate
Operating leases	7.2	%
Finance leases	7.4	%

Supplemental cash flow information related to leases for the six months ended June 30, 2019 is as follows (in thousands):

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	23,812
Operating cash flows for finance leases	2,630
Financing cash flows for finance leases	9,071
ROU assets added for operating leases:
Operating leases	$	4,776

Lease transactions with related parties are disclosed in Note 13, Related Party Transactions.

Leases

Leases

The Company leases terminals, office space, trucks, trailers, and other equipment under noncancelable operating leases expiring on various dates through 2042. The Company also leases trucks, trailers, office space and other equipment under finance leases. Certain of our lease agreements for trucks, trailers and other equipment contain residual value guarantees.

Amounts recognized in the condensed consolidated balance sheets related to the Company's lease portfolio are as follows (in thousands):

	June 30, 2019
Assets:
Finance lease assets, net (included in property and equipment)	$	94,308
Operating lease right-of-use asset	114,523
Total lease assets	$	208,831
Liabilities:
Current finance lease liability	$	21,799
Current operating lease liability	35,373
Long-term finance lease liability	72,150
Long-term operating lease liability	85,223
Total lease liabilities	$	214,545

Amounts recognized in the condensed consolidated income statement related to the Company's lease portfolio for the three and six months ended June 30, 2019 are as follows (in thousands):

		Three months ended		Six months ended
Lease component	Classification	June 30, 2019		June 30, 2019
Rent expense - operating leases	Other operating expenses	$	16,833	$	33,771
Amortization of finance lease assets	Depreciation expense	$	4,871	$	9,202
Interest on finance lease liabilities	Interest expense	$	1,430	$	2,630

Rent expense for operating leases relates primarily to long-term operating leases, but also includes amounts for variable leases and short-term leases. The Company also recognized rental income of $2.7 million and $5.2 million for the three and six months ended June 30, 2019, respectively, related to operating leases the Company entered into with its independent contractors (“IC”), of which $2.3 million and $4.1 million related to sublease income for the three and six months ended June 30, 2019, respectively. The Company records rental income from leases as a reduction to rent expense - operating leases.

Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of June 30, 2019 (in thousands):

Year Ending:	Operating leases			Finance leases			Total
Remainder of 2019	$	21,736		$	14,144		$	35,880
2020	34,676			26,916			61,592
2021	25,108			30,292			55,400
2022	20,831			15,307			36,138
2023	17,640			12,854			30,494
Thereafter	17,406			11,156			28,562
Total	$	137,397		$	110,669		$	248,066
Less: Interest	(16,801		)	(16,720		)	(33,521		)
Present value of lease liabilities	$	120,596		$	93,949		$	214,545

Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2018 (in thousands):

Year Ending:
2019	$	45,713
2020	34,920
2021	25,536
2022	21,413
2023	17,920
Thereafter	17,556
Total	$	163,058

The weighted average remaining lease term and discount rate used in computing the lease liability as of June 30, 2019 were as follows:

Weighted average remaining lease term (in years)
Operating leases	4.5
Finance leases	3.5
Weighted average discount rate
Operating leases	7.2	%
Finance leases	7.4	%

Supplemental cash flow information related to leases for the six months ended June 30, 2019 is as follows (in thousands):

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	23,812
Operating cash flows for finance leases	2,630
Financing cash flows for finance leases	9,071
ROU assets added for operating leases:
Operating leases	$	4,776

Lease transactions with related parties are disclosed in Note 13, Related Party Transactions.

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Long-Term Debt

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Long-term debt

. Debt

Debt as of June 30, 2019 and December 31, 2018 consisted of the following (in thousands):

	June 30, 2019			December 31, 2018
ABL credit facility	$	131,367		$	—
Term loan credit facility	50,211			—
Prior ABL Facility:
Revolving credit facility	—			134,532
Term loans	—			37,333
Total debt	$	181,578		$	171,865
Less: Debt issuance costs and discount	(3,201		)	(3,098		)
Total debt, net of debt issuance costs and discount	178,377			168,767
Less: Current maturities	(11,699		)	(13,171		)
Total debt, net of current maturities	$	166,678		$	155,596

ABL Credit Facility

On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a credit agreement with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto (the “ABL Credit Facility”). The Company initially borrowed $141.4 million under the ABL Credit Facility. The ABL Credit Facility matures on February 28, 2024.

The ABL Credit Facility consists of a $200.0 million asset-based revolving line of credit, of which up to (i) $15.0 million may be used for First In, Last Out (“FILO”) Loans (as defined in the ABL Credit Facility), (ii) $20.0 million may be used for Swing Line Loans (as defined in the ABL Credit Facility), and (iii) $30.0 million may be used for letters of credit. The ABL Credit Facility provides that the revolving line of credit may be increased by up to an additional $100.0 million under certain circumstances. The Company had adjusted excess availability under the ABL Credit Facility of $34.4 million as of June 30, 2019.

Advances under the Company’s ABL Credit Facility bear interest at either: (a) the LIBOR Rate (as defined in the ABL Credit Facility), plus an applicable margin ranging from 1.50% to 2.00% for the non-FILO Loans and 2.50% to 3.00% for the FILO Loans; or (b) the Base Rate (as defined in the ABL Credit Facility), plus an applicable margin ranging from 0.50% to 1.00% for the non-FILO Loans and 1.50% to 2.00% for the FILO Loans. The Company's average annualized interest rate for the ABL Credit Facility was 5.3% for the six months ended June 30, 2019.

The obligations under the Company’s ABL Credit Facility are guaranteed by each of its domestic subsidiaries pursuant to a guaranty included in the ABL Credit Facility. As security for the Company’s and its subsidiaries’ obligations under the ABL Credit Facility, each of the Company and its domestic subsidiaries have granted: (i) a first priority lien on substantially all its domestic subsidiaries’ tangible and intangible personal property (other than the assets described in the following clause (ii)), including the capital stock of certain of the Company’s direct and indirect subsidiaries; and (ii) a second-priority lien on the Company’s and its domestic subsidiaries’ equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts) and proceeds and accounts related thereto. The priority of the liens is described in an intercreditor agreement between BMO Harris Bank N.A. as ABL Agent and BMO Harris Bank N.A. as Term Loan Agent.

The ABL Credit Facility contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. In addition, the ABL Credit Facility contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The ABL Credit Facility 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 ABL Credit Facility to be in full force and effect, and a change of control of the Company’s business. As of June 30, 2019, the Company's excess availability had not fallen below the amount specified and therefore the minimum fixed charge coverage ratio financial covenant was not applicable.

Term Loan Credit Facility

On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a credit agreement with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott Associates, L.P. and Elliott International, L.P, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner (the “Term Loan Credit Facility”). The Company initially borrowed $51.1 million under the Term Loan Credit Facility. The Term Loan Credit Facility matures on February 28, 2024.

The Term Loan Credit Facility consists of an approximately $61.1 million term loan facility, consisting of

•approximately $40.3 million of Tranche A Term Loans (as defined in the Term Loan Credit Facility),

•approximately $2.5 million of Tranche A FILO Term Loans (as defined in the Term Loan Credit Facility),

•approximately $8.3 million of Tranche B Term Loans (as defined in the Term Loan Credit Facility), and

•a $10.0 million asset-based facility available to finance future capital expenditures.

Principal on each of the Tranche A Term Loans and the Tranche B Term Loans is due in quarterly installments based upon a 4.5-year amortization schedule (i.e. each installment is 1/18th of the original principal amount of the Tranche A Term Loans and the Tranche B Term Loans), commencing on September 1, 2019. Principal on the Tranche A FILO Term Loans is due on the maturity date of the Term Loan Credit Facility, unless earlier accelerated thereunder. Principal on each draw under the capital expenditure facility is due in quarterly installments based upon a five-year amortization schedule (i.e. each installment shall be 1/20th of the original principal amount of any capital expenditure loan), commencing on the first day of the first full fiscal quarter immediately following the making of each such capital expenditure loan. The loans under the Term Loan Credit Facility bear interest at either: (a) the LIBOR rate (as defined in the Term Loan Credit Agreement), plus an applicable margin of 7.50% for Tranche A Term Loans, Tranche B Term Loans and capital expenditure loans, and 8.50% for Tranche A FILO Term Loans; or (b) the Base Rate (as defined in the Term Loan Credit Agreement), plus an applicable margin of 6.50% for Tranche A Term Loans, Tranche B Term Loans and capital expenditure loans, and 7.50% for Tranche A FILO Term Loans. The Company's average annualized interest rate for the Term Loan Credit Facility was 10.7% for the six months ended June 30, 2019.

The obligations under the Company’s Term Loan Credit Facility are guaranteed by each of its domestic subsidiaries pursuant to a guaranty included in the Term Loan Credit Facility. As security for the Company’s and its subsidiaries’ obligations under the Term Loan Credit Facility, each of the Company and its domestic subsidiaries have granted: (i) a first priority lien on its equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts) and proceeds and accounts related thereto, and (ii) a second priority lien on substantially all of the Company’s and its domestic subsidiaries’ other tangible and intangible personal property, including the capital stock of certain of the Company’s direct and indirect subsidiaries. The priority of the liens is described in an intercreditor agreement between BMO Harris Bank N.A. as ABL Agent and BMO Harris Bank N.A. as Term Loan Agent.

The Term Loan Credit Facility contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The Term Loan Credit Facility 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 Term Loan Credit Facility to be in full force and effect, and a change of control of the Company’s business.

Prior ABL Facility

On July 21, 2017, the Company entered into an asset-based lending facility with BMO Harris Bank, N.A. and certain other lenders (the “Prior ABL Facility”).

The Prior ABL Facility consisted of a:

• $200.0 million asset-based revolving line of credit, of which $20.0 million could be used for swing line loans and $30.0 million could be used for letters of credit;

• $56.8 million term loan facility; and

• $35.0 million asset-based facility available to finance future capital expenditures, which was subsequently terminated before being utilized.

Principal on the term loan facility was due in quarterly installments commencing on March 31, 2018. Borrowings under the Prior ABL Facility were secured by substantially all of the assets of the Company. Borrowings under the Prior ABL Facility bore interest at either the (a) LIBOR Rate (as defined in the Prior ABL Facility) plus an applicable margin in the range of 1.5% to 2.25%, or (b) the Base Rate (as defined in the credit agreement) plus an applicable margin in the range of 0.5% to 1.25%. The Prior ABL Facility contained a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. The Prior ABL Facility also provided for the issuance of up to $30.0 million in letters of credit.

On January 9, 2019, the Company entered into a Seventh Amendment to the Prior ABL Facility. Pursuant to the Seventh Amendment, the Prior ABL Facility was further amended to, among other things: (i) extend the time period during which the Company is permitted to issue Series E-1 Preferred Stock under the Investment Agreement (as amended) from January 31, 2019 to the earlier of (a) March 1, 2019 and (b) the occurrence of the rights offering; and (ii) extend the date by which the Company is required to consummate the rights offering from January 31, 2019 to March 1, 2019.

On January 11, 2019, the Company entered into an Eighth Amendment to the Prior ABL Facility. Pursuant to the Eighth Amendment, the Prior ABL Facility was further amended to, among other things, modify the definition of “Fixed Charge Trigger Period” to reduce the Adjusted Excess Availability requirements until the earlier of (i) the date that is 30 days from the Eighth Amendment Effective Date; and (ii) the Rights Offering Effective Date.

The Prior ABL Facility was paid off with the proceeds from the ABL Credit Facility and the Term Loan Credit Facility. The Company recognized a $2.3 million loss on debt restructuring for the six months ended June 30, 2019 related to these transactions.

Insurance Premium Financing

In June 2018, the Company executed an insurance premium financing agreement of $17.8 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on September 1, 2018, the financing agreement was payable in nine monthly installments of principal and interest of approximately $2.0 million. The agreement incurred interest at 4.75%. The balance of the insurance premium payable as of December 31, 2018 was $10.0 million and was recorded in accrued expenses and other current liabilities. The remaining balance was paid-in-full as of June 30, 2019.

In July 2019, the Company executed an insurance premium financing agreement of $20.7 million with a premium finance company in order to finance certain of its annual insurance premiums. See Note 16 for further details.

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Preferred Stock (Notes)

6 Months Ended

Jun. 30, 2019

Preferred Stock [Abstract]

Preferred Stock [Text Block]

. Preferred Stock

Preferred stock as of December 31, 2018 consisted of the following (in thousands):

	December 31, 2018
Preferred stock:
Series B Preferred	$	205,972
Series C Preferred	102,098
Series D Preferred	900
Series E Preferred	47,367
Series E-1 Preferred	46,547
Total Preferred stock	$	402,884

Rights Offering

On February 26, 2019, the Company closed a $450 million rights offering, pursuant to which the Company issued and sold an aggregate of 36 million new shares of its common stock at the subscription price of $12.50 per share. An aggregate of 7,107,049 shares of the Company's common stock were purchased pursuant to the exercise of basic subscription rights and over-subscription rights from stockholders of record during the subscription period, including from the exercise of basic subscription rights by stockholders who are funds affiliated with Elliott Management Corporation (“Elliott”). In addition, Elliott purchased an aggregate of 28,892,951 additional shares pursuant to the commitment from Elliott to purchase all unsubscribed shares of the Company's common stock in the rights offering pursuant to the Standby Purchase Agreement that the Company entered into with Elliott dated November 8, 2018, as amended. Overall, Elliott purchased a total of 33,745,308 shares of the Company's common stock in the rights offering between its basic subscription rights and the backstop commitment, and following the closing of the rights offering beneficially owned approximately 90.4% of the Company's common stock.

The net proceeds from the rights offering and backstop commitment were used to fully redeem the outstanding shares of the Company's preferred stock and to pay related accrued and unpaid dividends. Proceeds were also used to pay fees and expenses in connection with the rights offering and backstop commitment. The Company retained in excess of $30 million of funds to be used for general corporate purposes. The purpose of the rights offering was to improve and simplify the Company's capital structure in a manner that gave the Company's existing stockholders the opportunity to participate on a pro rata basis.

The Company incurred $12.0 million in common stock issuance costs in connection with the 36 million shares issued in the rights offering. The issuance costs are comprised of $10.5 million in costs paid during the six months ended June 30, 2019 and $1.5 million of costs that were paid in prior periods.

Preferred Stock

The preferred stock was mandatorily redeemable and, as such, was presented as a liability on the condensed consolidated balance sheets. At each preferred stock dividend payment date, the Company had the option to pay the accrued dividends in cash or to defer them. Deferred dividends earned dividend income consistent with the underlying shares of preferred stock. The Company elected to measure the value of the preferred stock using the fair value method. Under the fair value method, issuance costs were expensed as incurred. The fair value of the preferred stock increased by $31.6 million and $37.7 million during the three and six months ended June 30, 2018, respectively, which was reflected in interest expense - preferred stock.

On March 1, 2018, the Company entered into the Series E-1 Preferred Stock Investment Agreement (the “Series E-1 Investment Agreement”) with affiliates of Elliott, pursuant to which the Company agreed to issue and sell to Elliott from time to time, an aggregate of up to 54,750 shares of a newly created class of preferred stock designated as Series E-1 Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series E-1 Preferred Stock”), at a purchase price of $1,000 per share for the first 17,500 shares of Series E-1 Preferred Stock, $960 per share for the next 18,228 shares of Series E-1 Preferred Stock, and $920 per share for the final 19,022 shares of Series E-1 Preferred Stock. On March 1, 2018, the parties held an initial closing pursuant to which the Company issued and sold to Elliott 17,500 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million. On April 24, 2018, the parties held a closing pursuant to the Series E-1 Investment Agreement, pursuant to which the Company issued and sold to Elliott 18,228 shares of Series E-1 Preferred Stock for an aggregate purchase price of approximately $17.5 million. The proceeds from the sale of such shares of Series E-1 Preferred Stock were used to provide working capital to support the Company’s current operations and future growth and to repay a portion of the indebtedness under the prior ABL Facility as required by the credit agreement governing that facility. The final 19,022 shares of Series E-1 Preferred Stock remained unissued when the Series E-1 Investment Agreement was terminated in connection with the closing of the rights offering. The Company incurred $1.1 million of issuance costs associated with the issuance of the Series E-1 Preferred Stock for the six months ended June 30, 2018, which was reflected in interest expense - preferred stock.

Certain Terms of the Preferred Stock as of December 31, 2018

	Series B	Series C	Series D	Series E	Series E-1
Shares at $0.01 Par Value at Issuance	155,000	55,000	100	90,000	35,728
Shares Outstanding at December 31, 2018	155,000	55,000	100	37,500	35,728
Price / Share	$1,000	$1,000	$1.00	$1,000	$1,000/$960
Dividend Rate	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Right to participate equally and ratably in all cash dividends paid on common stock.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.
Dividend Rate at December 31, 2018	17.780%	17.780%	N/A	16.030%	16.030%
Redemption Term	8 Years	8 Years	8 Years	6 Years	6 Years
Redemption Rights	From Closing Date: 12-24 months: 105% 24-36 months: 103%	65% premium (subject to stock movement)		From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%	From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%

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Fair Value Measurement

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair value measurement

. 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.

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

The Company elected to measure its previously outstanding preferred stock using the fair value method. The fair value of the preferred stock was the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The Company calculated the fair value of:

• the Series B Preferred Stock using a lattice model that takes into consideration the Company's call right on the instrument based on simulated future interest rates;

• the Series C Preferred Stock using a lattice model that takes into consideration the future redemption value on the instrument, which is tied to the Company's stock price;

• the Series D Preferred Stock using a static discounted cash flow approach, where the expected redemption value of the instrument is based on the value of the Company's stock as of the measurement date grown at the risk-free rate; and

• the Series E and E-1 Preferred Stock via application of both (i) a static discounted cash flow approach and (ii) a lattice model that takes into consideration the Company's call right on this instrument based on simulated future interest rates.

These valuations were considered to be Level 3 fair value measurements as the significant inputs are unobservable and require significant management judgment or estimation. Considerable judgment was required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates were not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value models include: the estimates of the redemption dates; credit spreads; dividend payments; and the market price of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values.

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 preferred stock liability balance as of June 30, 2018 (in thousands).

	Three months ended		Six months ended
	June 30, 2018		June 30, 2018
Balance, beginning of period	$	286,874	$	263,317
Issuance of preferred stock at fair value	17,499		34,999
Change in fair value of preferred stock (1)	31,606		37,663
Balance, end of period	$	335,979	$	335,979

(1)Change in fair value of preferred stock is reported in interest expense - preferred stock.

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Stockholders' Investment (Deficit)

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Stockholders' investment

. Stockholders’ Investment (Deficit)

On March 7, 2019, the Company's board of directors and the holders of a majority of the issued and outstanding shares of the Company’s common stock approved a 1-for-25 reverse split of the Company’s issued and outstanding shares of common stock. The 1-for-25 reverse stock split was effective upon the filing and effectiveness of a Certificate of Amendment to the Company's Certificate of Incorporation after the market closed on April 4, 2019, and the Company’s common stock began trading on a split-adjusted basis on April 5, 2019. See Note 1 for more information on the reverse stock split.

On April 12, 2019, the Company received a notice from the NYSE that a calculation of the average stock price for the 30-trading days ended April 12, 2019 indicted that the Company was in compliance with the $1.00 continued listed criterion. The notice also noted that the Company remains non-compliant with the NYSE's $50 million average market capitalization and $50 million stockholders' equity requirements as it must remain above the $50 million average market capitalization or the $50 million total stockholders' investment requirements for two consecutive quarters (or six months) before the Company can be considered in compliance with this listing standard. On February 26, 2019, the Company closed its rights offering, pursuant to which the Company issued and sold an aggregate of 36 million new shares of its common stock at the subscription price of $12.50 per share, which added approximately $450 million to the Company's total stockholder investment.

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Share-Based Compensation

6 Months Ended

Jun. 30, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

The Company's compensation committee granted to certain employees restricted stock units (“RSUs”) totaling 1,023,740 shares of the Company's common stock in the second quarter of 2019. Each RSU is equal in value to one share of common stock and vests ratably over a three or four-year service period. 

The Company's compensation committee granted to directors RSUs totaling 28,600 shares of the Company's common stock in the second quarter of 2019, of which 4,400 vested immediately and the remaining will vest in February 2020. Each RSU is equal in value to one share of common stock.

The Company’s compensation committee also granted to certain employees performance-based restricted stock units (“PRSUs”) totaling 1,256,740 shares of the Company's common stock in the second quarter of 2019.  The PRSUs may be earned based on the performance of the Company's common stock price over a three to four-year service period. The base price of the Company's common stock for purposes of the PRSUs is $12.50. 

In the second quarter of 2019, the Company's compensation committee granted to certain employees seven-year non-qualified stock options to purchase 294,932 shares of the Company's common stock with an exercise price equal to $12.50 per share, with one-third of such options vesting in each of 2020, 2021 and 2022.

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Earnings Per Share

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Earnings Per Share

. Earnings Per Share

Basic loss per common share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is calculated by dividing net loss 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 loss used in the computation of basic and diluted loss per share.

The Company had stock options and warrants outstanding of 604,761 as of June 30, 2019 and 61,428 as of June 30, 2018 that were not included in the computation of diluted loss per share because they were not assumed to be exercised under the treasury stock method or because they were anti-dilutive. All restricted stock units were anti-dilutive for the three and six months ended June 30, 2019 and 2018. Since the Company was in a net loss position for the three and six months ended June 30, 2019 and 2018, there is no difference between basic and dilutive weighted average common stock outstanding.

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Income Taxes

6 Months Ended

Jun. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The benefit from income taxes was $0.5 million for both the three and six months ended June 30, 2019. The benefit from income taxes was $3.7 million and $3.0 million for the three and six months ended June 30, 2018, respectively. The effective tax rate was 0.4% and 0.3% for the three and six months ended June 30, 2019, respectively. In comparison, the effective rate was 8.0% and 4.3% for the three and six months ended June 30, 2018, respectively.

The benefit from income taxes varies from the amount computed by applying the federal statutory rate of 21.0% to the loss before income taxes (and, therefore, the effective tax rate similarly varies from the federal statutory rate) due to increases in the valuation allowance for deferred tax assets, adjustments for permanent differences, and state income taxes. For the three and six months ended June 30, 2019, the variance is primarily due to adjustments to the valuation allowance for federal and state deferred tax assets, as well as the effect of the goodwill impairment charge, other permanent differences, and state income taxes. For the three and six months ended June 30, 2018, the variance is primarily due to adjustments for permanent differences related to the non-deductible interest expense associated with the Company's preferred stock, as well as the effect of other permanent differences, state income taxes, and adjustments to the valuation allowance for certain state deferred tax assets.

For interim reporting periods, the Company applies an estimated annual effective tax rate to its ordinary operating results, and calculates the tax benefit or provision, if any, of other discrete items individually as they occur. Management also assesses whether sufficient future taxable income will be generated to permit the use of deferred tax assets. This assessment includes consideration of the cumulative losses incurred over the three-year period ended December 31, 2018 and expected over the three-year period ending December 31, 2019. Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future earnings. On the basis of this evaluation, the Company has recorded a valuation allowance for deferred tax assets to the extent that they cannot be supported by reversals of existing cumulative temporary differences. Any federal tax benefit generated from losses in 2019 is expected to require an offsetting adjustment to the valuation allowance for deferred tax assets, and thus have no net effect on the income tax provision. State tax benefits generated from certain subsidiary losses may similarly require an offsetting adjustment to the valuation allowance.

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Guarantees (Notes)

6 Months Ended

Jun. 30, 2019

Guarantees [Abstract]

Guarantees

. Guarantees

The Company provides a guarantee for a portion of the value of certain IC leased tractors.  The guarantees expire at various dates through 2023.  The potential maximum exposure under these lease guarantees was approximately $6.2 million as of June 30, 2019.  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.  The Company estimated the fair value of its liability under this on-going guarantee to be $1.0 million as of June 30, 2019 and December 31, 2018, which is recorded in accrued expenses and other current liabilities.

The Company began to offer a lease purchase program that did not include a guarantee, and offered newer equipment under factory warranty that was more cost effective. ICs began electing the newer lease purchase program over the legacy lease guarantee programs which led to an increase in unseated legacy tractors. In 2016, management committed to a plan to divest these older assets and recorded a loss reserve. The loss reserve for the guarantee and reconditioning costs associated with the planned divestiture was $0.1 million and $0.4 million as of June 30, 2019 and December 31, 2018, respectively, which was recorded in accrued expenses and other current liabilities.

The Company paid $0.2 million and $0.8 million under these lease guarantees during the second quarter of 2019 and 2018, respectively, and $0.6 million and $1.5 million during the first half of 2019 and 2018, respectively.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

. Commitments and Contingencies

Auto, Workers Compensation, and General Liability Reserves

In the ordinary course of business, the Company is a defendant in several legal proceedings arising out of the conduct of its business. These proceedings include claims for property damage or personal injury incurred in connection with the Company’s services. Although there can be no assurance as to the ultimate disposition of these proceedings, the Company does not believe, based upon the information available at this time, that these property damage or personal injury claims, in the aggregate, will have a material impact on its consolidated financial statements. The Company maintains insurance for auto liability, general liability, and cargo claims. The Company maintains an aggregate of $100 million of auto liability and general liability insurance. The Company maintains auto liability insurance coverage for claims in excess of $1.0 million per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company is self-insured up to $1.0 million per occurrence for workers compensation. The Company believes it has adequate insurance to cover losses in excess of the self-insured and deductible amounts. As of June 30, 2019 and December 31, 2018, the Company had reserves for estimated uninsured losses of $28.9 million and $26.8 million, respectively, included in accrued expenses and other current liabilities.

General Litigation Proceedings

Jeffrey Cox and David Chidester filed a complaint against certain of the Company’s subsidiaries in state court in California in a post-acquisition dispute (the “Central Cal Matter”). The complaint alleges contract, statutory and tort-based claims arising out of the Stock Purchase Agreement, dated November 2, 2012, between the defendants, as buyers, and the plaintiffs, as sellers, for the purchase of the shares of Central Cal Transportation, Inc. and Double C Transportation, Inc. (the “Central Cal Agreement”). The plaintiffs claim that a contingent purchase obligation payment is due and owing pursuant to the Central Cal Agreement, and that defendants have furnished fraudulent calculations to the plaintiffs to avoid payment. The plaintiffs also claim violations of California’s Labor Code related to the plaintiffs’ respective employment with Central Cal Transportation, LLC. On October 27, 2017, the state court granted the Company’s motion to compel arbitration of all non-employment claims alleged in the complaint. The parties selected a settlement accountant to determine the contingent purchase obligation pursuant to the Central Cal Agreement. The settlement accountant provided a final determination that a contingent purchase obligation of $2.1 million is due to the plaintiffs. The Company's position is that this contingent purchase obligation is subject to offset for certain indemnification claims owed to the Company by the plaintiffs ranging from approximately $0.3 million to $1.0 million. Accordingly, the Company recorded a contingent purchase obligation liability of $1.8 million in accrued expenses and other current liabilities at December 31, 2018. In July 2019, the $2.1 million settlement was approved by the court. In light of the court order, the Company has offered to pay $2.2 million to the plaintiff to settle this matter. The Company's offer includes a reimbursement for legal fees incurred by the plaintiff. As such, the Company recorded an adjustment of $0.4 million in the second quarter of 2019 to increase its contingent purchase obligation to $2.2 million, which is recorded in accrued expenses and other current liabilities at June 30, 2019. In July 2019, the Company paid the plaintiffs the $2.1 million settlement amount. The Company intends to pursue indemnification and other claims as it relates to the Central Cal Matter and other related matters involving these plaintiffs. In February 2018, Plaintiff David Chidester agreed to dismiss his employment-related claims from the Los Angeles Superior Court matter, while Plaintiff Jeffrey Cox transferred his employment claims from Los Angeles Superior Court to the related employment case pending in the Eastern District of California. The parties are proceeding with discovery and the consolidated case is currently set for trial on November 5, 2019.

The Company received a letter dated April 17, 2018 from legal counsel representing Warren Communications News, Inc. (“Warren”) in which Warren made certain allegations against the Company of copyright infringement concerning an electronic newsletter published by Warren (the “Warren Matter”). Specifically, Warren alleged that an employee of the Company had, for several years, forwarded that electronic newsletter to third parties in violation of corresponding subscription agreements. On June 14, 2019, the parties reached a settlement agreement and release to resolve any and all concerns between the parties, voluntarily and without admission of liability, and the settlement amount was paid by the Company in July 2019.

In addition to the legal proceeding described above, the Company is a defendant in various purported class-action lawsuits alleging violations of various California labor laws and one purported class-action lawsuit alleging violations of the Illinois Wage Payment and Collection Act. Additionally, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company alleging that the Company violated various California labor laws. In 2017 and 2018, the Company reached settlement agreements on a number of these labor related lawsuits and administrative actions. The Company paid approximately $9.2 million relating to these settlements during the six months ended June 30, 2019.

As of June 30, 2019 and December 31, 2018, the Company had a liability for settlements, litigation, and defense costs related to these labor matters and the Warren Matter of $2.2 million and $10.8 million, respectively, which are included in accrued expenses and other current liabilities.

In December 2018, a class action lawsuit was brought against the Company in the Superior Court of the State of California by Fernando Gomez, on behalf of himself and other similarly situated persons, alleging violation of California labor laws. The Company is currently determining the effects of this lawsuit and intends to vigorously defend against such claims; however, there can be no assurance that it will be able to prevail. In light of the relatively early stage of the proceedings, the Company is unable to predict the potential costs or range of costs at this time.

Securities Litigation Proceedings

In 2017, three putative class actions were filed in the United States District Court for the Eastern District of Wisconsin against the Company and its former officers, Mark A. DiBlasi and Peter R. Armbruster. On May 19, 2017, the Court consolidated the actions under the caption In re Roadrunner Transportation Systems, Inc. Securities Litigation (Case No. 17-cv-00144), and appointed Public Employees’ Retirement System as lead plaintiff. On March 12, 2018, the lead plaintiff filed the Consolidated Amended Complaint (“CAC”) on behalf of a class of persons who purchased the Company’s common stock between March 14, 2013 and January 30, 2017, inclusive. The CAC alleges (i) the Company and Messrs. DiBlasi and Armbruster violated Section 10(b) of the Exchange Act and Rule 10b-5, and (ii) Messrs. DiBlasi and Armbruster, the Company’s former Chairman Scott Rued, HCI Equity Partners, L.L.C., and HCI Equity Management, L.P. violated Section 20(a) of the Exchange Act, by making or causing to be made materially false or misleading statements, or failing to disclose material facts, regarding (a) the accuracy of the Company’s financial statements; (b) the Company’s true earnings and expenses; (c) the effectiveness of the Company’s disclosure controls and controls over financial reporting; (d) the true nature and depth of financial risk associated with the Company’s tractor lease guaranty program; (e) the Company’s leverage ratios and compliance with its credit facilities; and (f) the value of the goodwill the Company carried on its balance sheet. The CAC seeks certification as a class action, compensatory damages, and attorney’s fees and costs. On November 19, 2018, the parties entered into a binding term sheet agreeing to settle the action for $20 million, $17.9 million of which will be funded by the Company's D&O carriers ($4.8 million of which is by way of a pass through of the D&O carriers’ payment to the Company in connection with the settlement of the Federal Derivative Action described below). The settlement is conditioned on a settlement of the Federal Derivative Action described below, dismissal of the State Derivative Action described below, and final court approval of the settlements in this action and in the Federal Derivative Action. The parties have submitted a Stipulation of Settlement to the Court for preliminary approval.

On May 25, 2017, Richard Flanagan filed a complaint alleging derivative claims on the Company's behalf in the Circuit Court of Milwaukee County, State of Wisconsin (Case No. 17-cv-004401) against Scott Rued, Mark DiBlasi, Christopher Doerr, John Kennedy, III, Brian Murray, James Staley, Curtis Stoelting, William Urkiel, Judith Vijums, Michael Ward, Chad Utrup, Ivor Evans, Peter Armbruster, and Brian van Helden (the “State Derivative Action”). Count I of the complaint alleges the Director Defendants breached their fiduciary duties by “knowingly failing to ensure that the Company implemented and maintained adequate internal controls over its accounting and financial reporting functions,” and seeks unspecified damages. Count II of the complaint alleges the Officer Defendants DiBlasi, Armbruster, and van Helden received substantial performance-based compensation and bonuses for fiscal year 2014 that should be disgorged. The action has been stayed pending the District Court’s approval of the proposed settlement of the Federal Derivative Action, following which the defendants would move to dismiss this action as moot. While the case was stayed, the plaintiff obtained permission to file an amended complaint adding claims against two former Company employees: Bret Naggs and Mark Wogsland.

On June 28, 2017, Jesse Kent filed a complaint alleging derivative claims on the Company's behalf and class action claims in the United States District Court for the Eastern District of Wisconsin. On December 22, 2017, Chester County Employees Retirement Fund filed a complaint alleging derivative claims on the Company's behalf in the United States District Court for the Eastern District of Wisconsin. On March 21, 2018, the Court entered an order consolidating the Kent and Chester County actions under the caption Kent v. Stoelting et al (Case No. 17-cv-00893) (the “Federal Derivative Action”). On March 28, 2018, plaintiffs filed their Verified Consolidated Shareholder Derivative Complaint alleging claims on behalf of the Company against Peter Armbruster, Mark DiBlasi, Scott Dobak, Christopher Doerr, Ivor Evans, Brian van Helden, John Kennedy III, Ralph Kittle, Brian Murray, Scott Rued, James Staley, Curtis Stoelting, William Urkiel, Chad Utrup, Judith Vijums, and Michael Ward. Count I alleges that several of the defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 based upon alleged misrepresentations and omissions in several of the Company’s proxy statements. Count II alleges that all the defendants breached their fiduciary duty. Count III alleges that all the defendants wasted corporate assets. Count IV alleges that certain of the defendants were unjustly enriched. The Complaint seeks monetary damages, improvements to the Company’s corporate governance and internal procedures, an accounting from defendants of the damages allegedly caused by them and the improper amounts the defendants allegedly obtained, and punitive damages. The parties have submitted a Stipulation of Settlement to the Court for preliminary approval, which provides for certain corporate governance changes and a $6.9 million payment, $4.8 million of which will be paid by the Company’s D&O carriers into an escrow account to be used by the Company to settle the class action described above and $2.1 million of which will be paid by the Company’s D&O carriers to cover plaintiffs attorney’s fees and expenses.

Given the status of the matters above, the Company concluded in the third quarter of 2018 that a liability is probable and recorded the estimated loss of $22 million which is recorded within accrued expenses and other current liabilities and a corresponding insurance reimbursement receivable of $20 million which is recorded in prepaid expenses and other current assets for all periods presented.

In addition, subsequent to the Company's announcement that certain previously filed financial statements should not be relied upon, the Company was contacted by the SEC, Financial Industry Regulatory Authority (“FINRA”), and the Department of Justice (“DOJ”). The DOJ and Division of Enforcement of the SEC have commenced investigations into the events giving rise to the restatement. The Company has received formal requests for documents and other information. In June 2018, two of the Company's former employees were indicted on charges of conspiracy, securities fraud, and wire fraud as part of the ongoing DOJ investigation. In April 2019, the indictment was superseded with an indictment against those two former employees as well as the Company’s former Chief Financial Officer.  In the superseding indictment, Count I alleges that all defendants engaged in conspiracy to fraudulently influence accountants and make false entries in a public company’s books, records and accounts. Counts II-V allege specific acts by all defendants to fraudulently influence accountants. Counts VI through IX allege specific acts by all defendants to falsify entries in a public company’s books, records, and accounts. Count X alleges that all defendants engaged in conspiracy to commit securities fraud and wire fraud. Counts XI - XIII allege specific acts by all defendants of securities fraud. Counts XIV - XVII allege specific acts by all defendants of wire fraud. Count XVIII alleges bank fraud by the Company’s former Chief Financial Officer. Count XIX alleges securities fraud by one of the former employees.

Additionally, in April 2019, the SEC filed suit against the same three former employees. The SEC listed the Company as an uncharged related party. Counts I-V allege that all defendants engaged in a fraudulent scheme to manipulate the Company’s financial results. In particular, Count I alleges that all defendants violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Count II alleges that the Company’s former Chief Financial Officer and one of the former employees violated Section 17(a)(1) and (3) of the Securities Act. Count III alleges the Company’s former Chief Financial Officer violated Section 10(b) of the Exchange Act. And Exchange Act Rule 10b-5(b). Count IV alleges that the two former employees aided and abetted the Company’s violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10-5(b). Count V alleges that the Company’s former Chief Financial Officer and one of the former employees violated Section 17(a)(2) of the Securities Act. Count VI alleges that one of the former employees engaged in insider trading in violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Counts VII alleges that all defendants engaged in aiding and abetting the Company’s reporting violations of Section 13(a) of the Exchange Act. Count VIII alleges that all defendants engaged in aiding and abetting the Company’s record-keeping violations of Section 13(b)(2)(A) of the Exchange Act. Count IX alleges that the Company’s former Chief Financial Officer engaged in aiding and abetting the Company’s record-keeping violations of Section 13(b)(2)(B) of the Exchange Act. Count X alleges that all defendants engaged in falsification of records and circumvention of controls in violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-1. Count XI alleges that all defendants engaged in false statements to accountants in violation of Rule 13b2-2 of the Exchange Act. Count XIII alleges that the Company’s former Chief Financial Officer engaged in certification violations of rule 3a-14 of the Exchange Act. Count XIII alleges that uncharged party the Company violated (i) Section 10(b) of the Exchange Act and Rule 10b-5; (ii) Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13; and (iii) Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. It further alleges that the Company’s former Chief Financial Officer acts subject him to control person liability for these violations. Count XIV alleges violation of Section 304 of the Sarbanes-Oxley Act of 2002 against the Company’s former Chief Financial Officer.

The Company is cooperating fully with the joint DOJ and SEC investigation. Even though the Company is not named in this investigation, it has an obligation to indemnify the former employees and directors. However, given the status of this matter, the Company is unable to reasonably estimate the potential costs or range of costs at this time. Any costs will be the responsibility of the Company as it has exhausted all of its insurance coverage for costs related to legal actions as part of the restatement.

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Related Party Transactions

6 Months Ended

Jun. 30, 2019

Related Party Transactions [Abstract]

Related party transactions

13. Related Party Transactions

On March 1, 2018, the Company entered into the Series E-1 Preferred Stock Investment Agreement with Elliott, pursuant to which the Company agreed to issue and sell to Elliott from time to time an aggregate of up to 54,750 shares of a newly created class of preferred stock designated as Series E-1 Cumulative Redeemable Preferred Stock. On March 1, 2018, the parties held an initial closing pursuant to which the Company issued and sold to Elliott 17,500 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million and paid Elliott $1.1 million of issuance costs. This agreement was terminated in connection with the closing of the rights offering described in the following paragraph.

On November 8, 2018, the Company entered into a Standby Purchase Agreement with Elliott, pursuant to which Elliott agreed to backstop the Company’s rights offering to raise $450 million. Pursuant to the Standby Purchase Agreement, Elliott agreed to exercise their basic subscription rights in full. In addition, Elliott agreed to purchase from the Company, at the Subscription Price, all unsubscribed shares of common stock in the Rights Offering (the “Backstop Commitment”). The Company did not pay Elliott a fee for providing the Backstop Commitment, but agreed to reimburse Elliott for all documented out-of-pocket costs and expenses in connection with the rights offering, the Backstop Commitment, and the transactions contemplated thereby, including fees for legal counsel to Elliott. Elliott agreed to waive all preferred stock dividends accrued and unpaid after November 30, 2018 once the rights offering was consummated. On February 26, 2019, the Company closed the rights offering and Elliott purchased a total of 33,745,308 shares of the Company's common stock in the rights offering between its basic subscription rights and the backstop commitment, and following the closing of the rights offering beneficially owned approximately 90.4% of the Company's common stock.

On February 26, 2019, the Company entered into a New Stockholders’ Agreement with Elliott. The Company's execution and delivery of the Stockholders’ Agreement was a condition to Elliott’s backstop commitment. Pursuant to the Stockholders’ Agreement, the Company granted Elliott the right to designate nominees to Company's board of directors and access to available financial information.

On February 26, 2019, the Company entered into the A&R Registration Rights Agreement with Elliott and investment funds affiliated with HCI Equity Partners, which amended and restated the Registration Rights Agreement, dated as of May 2, 2017, between the Company and the parties thereto. The Company's execution and delivery of the A&R Registration Rights Agreement was a condition to Elliott’s backstop commitment. The A&R Registration Rights Agreement amended the Registration Rights Agreement to provide the Elliott Stockholders (as defined therein) and the HCI Stockholders (as defined therein) with unlimited Form S-1 registration rights in connection with Company securities owned by them.

On February 28, 2019, the Company entered into the Term Loan Credit Facility with BMO Harris Bank, N.A. and Elliott which consists of an approximately $61.1 million term loan facility. The Company paid Elliott $0.9 million in issuance costs and fees during the six months ended June 30, 2019. As of June 30, 2019, the Company owed Elliott $41.0 million under the Term Loan Credit Facility. See Note 4 for more information on the Term Loan Credit Facility. On August 2, 2019, the Company entered into a First Amendment to the Term Loan Credit Facility with BMO Harris Bank, N.A and Elliott. See Note 16 for more information on the First Amendment to the Term Loan Credit Facility.

The Company's operating companies have contracts with certain purchased transportation providers that are considered related parties. The Company paid an aggregate of $9.2 million and $6.6 million to these purchased transportation providers during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $15.8 million and $13.2 million to these purchased transportation providers during the six months ended June 30, 2019 and 2018, respectively.

The Company has a number of facility leases with related parties and paid an aggregate of $0.1 million and $0.3 million under these leases during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $0.1 million and $0.7 million under these leases during the six months ended June 30, 2019 and 2018, respectively.

The Company owns 37.5% of Central Minnesota Logistics (“CML”) which operates as one of the Company's brokerage agents. The Company paid CML broker commissions of $0.9 million and $0.7 million during the three months ended June 30, 2019 and 2018, respectively. The Company paid CML broker commissions of $1.7 million and $1.4 million during the six months ended June 30, 2019 and 2018, respectively.

The Company has a jet fuel purchase agreement with a related party and paid an aggregate of $0.4 million and $0.6 million during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $1.2 million under this agreement during the six months ended June 30, 2019 and 2018.

The Company leases certain equipment through leasing companies owned by related parties and paid an aggregate of $0.4 million and $0.8 million during the three months ended June 30, 2019 and 2018, respectively. The Company paid an aggregate of $2.0 million and $1.5 million during the six months ended June 30, 2019 and 2018, respectively.

On December 13, 2018, the Company entered into an agreement with HCI to resume the advancement of reasonable fees and expenses of up to $7.1 million pursuant to the advisory agreement. In addition, the Company and HCI agreed to contribute $1 million each to resolve the previously mentioned Securities Litigation Proceedings described in Note 11. The Company reserves all rights to seek reimbursement for any fees or expense advanced to HCI, while HCI reserves all rights to seek indemnification for amounts above the $7.1 million and the $1 million that HCI will contribute to resolve the Securities Litigation Proceedings. The Company paid HCI $3.5 million under this agreement during the six months ended June 30, 2019. The Company made no payments during the three months ended June 30, 2019.

On December 27, 2018, the Company filed a registration statement on Form S-1 with the SEC for the offer and sale of up to 312,065 shares of its common stock held by HCI and its affiliates. HCI has completed the sale of all the shares covered by the registration statement in open-market transactions to unaffiliated purchasers. The Company did not receive any cash proceeds from the offer and sale of the shares of common stock sold by HCI.

On August 2, 2019, the Company entered into a letter agreement (the “Fee Letter”) with Elliott Associates, L.P. and Elliott International, L.P. Pursuant to the Fee Letter, Elliott agreed to arrange for standby letters of credit in an aggregate face amount of $20 million to support the Company's obligations under its ABL Credit Facility. See Note 16 for more information on the Fee Letter.

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Segment Reporting

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Segment reporting

14. Segment Reporting

The Company determines its segments based on the information utilized by the CODM, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent, Active On-Demand, LTL, and TL. The Company changed its segment reporting effective April 1, 2019, when the CODM began assessing the performance of the Active On-Demand air and ground expedite business separately from its truckload businesses. Segment information for prior periods has been revised to align with the new segment structure.

These 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 corporate, which is not a segment and includes corporate salaries, insurance and administrative costs, and long-term incentive compensation expense.

Included within corporate are rolling stock assets that are purchased and leased by Roadrunner Equipment Leasing (“REL”).  REL, a wholly owned subsidiary of the Company, is a centralized asset management company that purchases and leases equipment that is utilized by the Company's segments for use by company drivers or ICs.

The following table reflects certain financial data of the Company’s segments for the three and six months ended June 30, 2019 and 2018 and as of June 30, 2019 and December 31, 2018 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues:
Ascent	$	130,160		$	144,630		$	261,853		$	279,573
Active On-Demand	101,492			164,770			244,263			359,536
LTL	117,076			117,164			219,898			230,289
TL	141,472			145,761			278,483			290,318
Eliminations	(9,512		)	(14,299		)	(16,661		)	(31,706		)
Total	$	480,688		$	558,026		$	987,836		$	1,128,010
Operating (loss) income:
Ascent	$	5,880		$	7,314		$	11,252		$	14,021
Active On-Demand	(2,614		)	7,808			583			14,261
LTL	(4,440		)	(3,743		)	(10,275		)	(12,427		)
TL	(103,506		)	(8,558		)	(110,422		)	(10,611		)
Corporate	(33,161		)	(14,196		)	(49,755		)	(30,049		)
Total	$	(137,841	)	$	(11,375	)	$	(158,617	)	$	(24,805	)
Interest expense	4,632			34,232			8,514			43,775
Loss on debt restructuring	—			—			2,270			—
Loss before income taxes	$	(142,473	)	$	(45,607	)	$	(169,401	)	$	(68,580	)
Depreciation and amortization:
Ascent	$	1,616		$	1,168		$	3,298		$	2,356
Active On-Demand	2,125			2,036			4,221			4,030
LTL	1,085			900			1,723			1,813
TL	7,030			4,205			16,121			8,507
Corporate	2,932			815			4,967			1,483
Total	$	14,788		$	9,124		$	30,330		$	18,189
Capital expenditures(1):
Ascent	$	213		$	355		$	2,050		$	709
Active On-Demand	1,167			1,322			2,315			2,429
LTL	3,248			55			5,020			255
TL	2,582			1,618			8,306			3,508
Corporate(2)	24,162			12,510			49,995			14,934
Total	$	31,372		$	15,860		$	67,686		$	21,835

	June 30, 2019			December 31, 2018
Assets:
Ascent	$	302,185		$	276,994
Active On-Demand	99,127			136,795
LTL	123,494			73,706
TL	176,929			244,760
Corporate	143,967			123,921
Eliminations(3)	(2,381		)	(2,719		)
Total	$	843,321		$	853,457

(1) Includes non-cash finance leases and capital expenditures not yet paid.

(2) The first half of 2019 included $42.5 million of rolling stock assets that were purchased and leased to operating units of the Company by REL, of which 64% was leased to the TL segment, 35% was leased to the LTL segment and 1% was leased to the Ascent segment.

(3) Eliminations represents intercompany trade receivable balances between the four segments.

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Restructuring Costs

6 Months Ended

Jun. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring Costs

In the second quarter of 2018, the Company restructured its temperature-controlled truckload business by completing the integration of multiple operating companies into one business unit. As part of this integration, the Company also right-sized its temperature-controlled fleets, facilities, and support functions. As a result, in the second quarter of 2018, the Company recorded operations restructuring costs of $4.7 million related to fleet and facilities right-sizing and relocation costs, severance costs, and the write-down of assets to fair market value. The initial write-down of assets to fair market value totaled $1.3 million and was recorded to property and equipment, while the remaining $3.4 million was recorded in accrued expenses and other current liabilities. None of the remaining individual components are considered material to the overall cost. The following is a rollforward of the Company's restructuring reserve balance as of June 30, 2019 (in thousands).

	Restructuring reserves
Beginning balance at December 31, 2018	$	544
Charges	—
Adjustments(1)	(79		)
Payments	(327		)
Ending balance at June 30, 2019	$	138

(1) The adjustment relates to the adoption of Topic 842 for lease terminations included in the restructuring reserve.

The Company also incurred corporate restructuring and restatement costs associated with legal, consulting and accounting matters, including internal and external investigations, SEC and accounting compliance, and restructuring of $3.2 million and $3.9 million for the three months ended June 30, 2019 and 2018, respectively, and $6.7 million and $10.8 million for the six months ended June 30, 2019 and 2018, respectively. These costs are included in other operating expenses.

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Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

ABL Facility Amendment

On August 2, 2019, the Company and its direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “ABL Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto with respect to the ABL Credit Facility. Pursuant to the ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, add Acceptable Letters of Credit (as defined in the ABL Facility Amendment) to the Borrowing Base (as defined in the ABL Credit Facility as amended by the ABL Facility Amendment).

Term Loan Facility Amendment

On August 2, 2019, the Company and its direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “Term Loan Facility Amendment”) with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott Associates, L.P. and Elliott International, L.P, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner, with respect to the Term Loan Credit Facility. Pursuant to the Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things: (i) defer the September 1, 2019 quarterly amortization payments otherwise due thereunder to December 1, 2019, and (ii) provide that CapX Loans (as defined in the Term Loan Credit Facility) shall not be available during the period commencing on August 2, 2019 and continuing until payment of the December 1, 2019 quarterly amortization payments.

Fee Letter

On August 2, 2019, the Company entered into the Fee Letter with Elliott. Pursuant to the Fee Letter, Elliott agreed to arrange for standby letters of credit (“Letters of Credit”) in an aggregate face amount of $20.0 million (the “Face Amount”) to support the Company's obligations under the ABL Credit Facility. As consideration for Elliott providing the Letters of Credit, the Company agreed to (i) pay Elliott a fee (the “Letter of Credit Fee”) on the LC Amount (as hereafter defined), accruing from the date of issuance through the date of expiration (or if drawn, the date of reimbursement by the Company of the LC Amount to Elliott), at a rate equal to the LIBOR Rate (as defined in the ABL Credit Facility) plus 7.50%, which will be payable in kind by adding the amount then due to the then outstanding LC Amount, and (ii) reimburse Elliott for any draw on the Letters of Credit, including the amount of such draw and any taxes, fees, charges, or other costs or expenses reasonably incurred by Elliot in connection with such draw, promptly after receipt of notice of any such drawing under the Letters of Credit, in each case subject to the terms and conditions of the Fee Letter. "LC Amount" means the Face Amount, as increased by the amount of payment in kind Letter of Credit Fee added to such amount on the last day of each interest period.

Insurance Premium Financing

In July 2019, the Company executed an insurance premium financing agreement of $20.7 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on September 1, 2019, the financing agreement will be payable in nine monthly installments of principal and interest of approximately $2.4 million. The agreement will bear interest at 5.25%.

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

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Nature of Business

Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Downers Grove, Illinois with operations primarily in the United States and was organized into the following four segments effective April 1, 2019: Ascent Global Logistics (“Ascent”), Active On-Demand, Less-than-Truckload (“LTL”) and Truckload (“TL”). Within its Ascent segment, the Company provides third-party domestic freight management, international freight forwarding, customs brokerage and retail consolidation solutions. Within its Active On-Demand segment, the Company provides premium mission critical air and ground expedite and logistics operations. Within its LTL segment, the Company's services involve the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments. Within its TL segment, the Company provides the following services: scheduled and expedited dry van truckload, temperature controlled truckload, flatbed, intermodal drayage and other warehousing operations.

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2018. Interim results are not necessarily indicative of results for a full year.

Reverse Stock Split

Reverse Stock Split

On April 4, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to effect a reverse stock split (the “Reverse Stock Split”), as described in its Definitive Information Statement on Schedule 14C filed with the SEC on March 15, 2019. As a result, the Reverse Stock Split took effect on April 4, 2019 and the Company’s common stock began trading on a split-adjusted basis when the market opened on April 5, 2019.

Pursuant to the Reverse Stock Split, shares of the Company’s common stock were automatically consolidated at the rate of 1-for-25 without any further action on the part of the Company’s stockholders. All fractional shares owned by each stockholder were aggregated and to the extent after aggregating all fractional shares any stockholder was entitled to a fraction of a share, such stockholder became entitled to receive, in lieu of the issuance of such fractional share, a cash payment based on a pre-split cash rate of $0.4235, which is the volume weighted average trading price per share on the New York Stock Exchange (“NYSE”) for the five consecutive trading days immediately preceding April 4, 2019.

Following the Reverse Stock Split, the number of outstanding shares of the Company’s common stock was reduced by a factor of 25 to approximately 37,561,532. The number of authorized shares of common stock was also reduced by a factor of 25 to 44,000,000.

All references to numbers of common shares and per common share data in these condensed consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse stock split for all periods presented.

Changes in Accounting Principles

Change in Accounting Principle

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company elected to adopt Topic 842 using an optional alternative method of adoption, referred to as the “Comparatives Under ASC 840 Approach,” which allows companies to apply the new requirements to only those leases that existed as of January 1, 2019. Under the Comparatives Under ASC 840 Approach, the date of initial application is January 1, 2019 with no retrospective restatements. As such, there was no impact to historical comparative income statements and the balance sheet assets and liabilities have been recognized in 2019 in accordance with ASC 842. Upon adoption, the Company recognized a lease liability, initially measured at the present value of the lease payments, of $135 million with a corresponding right-of-use asset for operating leases. The Company's accounting for finance leases is essentially unchanged. As part of its adoption of Topic 842 the Company elected the “package of three” practical expedient, which, among other things, does not require the Company to reassess lease classification for expired or existing contracts upon adoption. The Company also elected to not use hindsight in assessing existing lease terms at the transition date. See Note 3 for more information.

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.

Revenue Recognition, Policy

Revenue Recognition

The Company’s revenues are primarily derived from transportation services which includes providing freight and carrier services both domestically and internationally via land, air, and sea. The Company disaggregates revenue among its four segments, Ascent, Active On-Demand, LTL and TL, as presented in Note 14.

Performance Obligations - A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The terms and conditions of the Company’s agreements with customers are generally consistent within each segment. The transaction price is typically fixed and determinable and is not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 60 days from the date of invoice. The Company’s transportation service is a promise to move freight to a customer’s destination, with the transit period typically being less than one week. The Company views the transportation services it provides to its customers as a single performance obligation. This performance obligation is satisfied and recognized in revenue over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and the percentage of completion as of the reporting date requires management to make judgments that affect the timing of revenue recognized. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of goods and services to its customers as the Company’s obligation is performed over the transit period.

Principal vs. Agent Considerations - The Company utilizes independent contractors and third-party carriers in the performance of some transportation services. The Company evaluates whether its performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it determined that all of the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis.

Contract Balances and Costs - The Company applies the practical expedient in ASU No. 2015-14, Revenue from Contracts with Customers, (“Topic 606”) that permits the Company to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company's contracts have an expected length of one year or less. The Company also applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred if the amortization period of such costs is one year or less. These costs are included in purchased transportation costs.

Segment Reporting

Segment Reporting

The Company determines its segments based on the information utilized by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent, Active On-Demand, LTL and TL.

Leases

The Company determines at inception whether a contract qualifies as a lease and whether the lease meets the classification criteria of an operating or finance lease. For operating leases, the Company records a lease liability and corresponding right-of-use asset at the lease commencement date, which are valued at the estimated present value of the lease payments over the lease term. The Company uses its collateralized incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Finance leases are included within property and equipment. The Company does not recognize leases with an original lease term of 12 months or less on the condensed consolidated balance sheets but will disclose the related lease expense for these short-term leases. The Company does not separate non-lease components from lease components, which results in all payments being allocated to the lease and factored into the measurement of the right-of-use asset and lease liability. The Company includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

Impairment or Disposal of Long-Lived Assets, Policy

Impairment Charges

The Company recorded a goodwill impairment charge of $92.9 million and an intangible asset impairment charge of $1.9 million for the three months ended June 30, 2019 within its TL segment. See Note 2 for more information.

In the fourth quarter of 2018, the Company recorded an asset impairment charge of $1.6 million related to tractors that were classified as "held for sale" within its TL segment. The fair value less cost to sell the long-lived assets is required to be assessed each reporting period it remains classified as held for sale. In the second quarter of 2019, the Company reassessed the carrying value of the remaining assets held for sale and recorded an additional asset impairment charge of $0.5 million.

The Company recorded an asset impairment charge of $13.0 million at Corporate as a reduction to property, plant and equipment, net for the three months ended June 30, 2019 related to software development that is being abandoned. The impairment costs are associated with the abandonment of current software development in favor of alternative customized software solutions. The Company also recorded an asset impairment charge of $0.8 million in the first quarter of 2019 related to software that is no longer useful following the integration of Ascent’s domestic freight management operations. Total asset impairment charges related to software was $13.8 million, which was recorded at Corporate as a reduction to property, plant and equipment, net for the six months ended June 30, 2019.

New Accounting Pronouncements

New Accounting Pronouncements

In August 2018, the Financial Accounting Standard Board (“FASB”) issued ASU 2018-15, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which is effective for the Company in 2020. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The Company does not expect the adoption of ASU 2018-15 to have a material impact on its condensed consolidated financial statements.

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Sensitivity Analysis of Fair Value of Reporting Units

The table below provides a sensitivity analysis for the Domestic and International Logistics and Warehousing & Consolidation reporting units, which shows the estimated fair value impacts related to a 50-basis point increase or decrease in the discount and long-term growth rates used in the valuation as of April 1, 2019.

	Approximate Percent Change in Estimated Fair Value
	+/- 50 bps Discount Rate	+/- 50bps Growth Rate
Domestic and International Logistics reporting unit	(2.5%) / 2.5%	1.5% / (1.8%)
Warehousing & Consolidation reporting unit	(2.2%) / 2.2%	1.6% / (1.9%)

Rollforward of goodwill by reportable segment

			Active
	Ascent		On-Demand		LTL		TL			Total
Balance as of December 31, 2018	$	171,900	$	—	$	—	$	92,926		$	264,826
Goodwill impairment charges	—		—		—		(92,926		)	(92,926		)
Balance as of June 30, 2019	$	171,900	$	—	$	—	$	—		$	171,900

Schedule of Accumulated Impairment Loss

			Active
	Ascent		On-Demand		LTL		TL		Total
Balance as of December 31, 2018	$	46,763	$	—	$	197,312	$	132,408	$	376,483
Goodwill impairment charges	—		—		—		92,926		92,926
Balance as of June 30, 2019	$	46,763	$	—	$	197,312	$	225,334	$	469,409

Intangible assets

	June 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Ascent	$	27,152	$	(18,474	)	$	8,678	$	27,152	$	(17,248	)	$	9,904
Active On-Demand	31,547		(12,424		)	19,123		31,547		(11,139		)	20,408
LTL	2,498		(2,008		)	490		2,498		(1,925		)	573
TL	20,261		(11,408		)	8,853		23,461		(11,820		)	11,641
Total	$	81,458	$	(44,314	)	$	37,144	$	84,658	$	(42,132	)	$	42,526

Estimated amortization expense

Estimated amortization expense for each of the next five years based on intangible assets as of June 30, 2019 is as follows (in thousands):

Remainder 2019	$	3,193
2020	6,180
2021	5,998
2022	5,560
2023	5,195
Thereafter	11,018
Total	$	37,144

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Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Lessee, Operating Lease, Liability, Maturity

Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of June 30, 2019 (in thousands):

Year Ending:	Operating leases			Finance leases			Total
Remainder of 2019	$	21,736		$	14,144		$	35,880
2020	34,676			26,916			61,592
2021	25,108			30,292			55,400
2022	20,831			15,307			36,138
2023	17,640			12,854			30,494
Thereafter	17,406			11,156			28,562
Total	$	137,397		$	110,669		$	248,066
Less: Interest	(16,801		)	(16,720		)	(33,521		)
Present value of lease liabilities	$	120,596		$	93,949		$	214,545

Schedule of Future Minimum Rental Payments for Operating Leases

Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2018 (in thousands):

Year Ending:
2019	$	45,713
2020	34,920
2021	25,536
2022	21,413
2023	17,920
Thereafter	17,556
Total	$	163,058

Finance Lease, Liability, Maturity

Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of June 30, 2019 (in thousands):

Year Ending:	Operating leases			Finance leases			Total
Remainder of 2019	$	21,736		$	14,144		$	35,880
2020	34,676			26,916			61,592
2021	25,108			30,292			55,400
2022	20,831			15,307			36,138
2023	17,640			12,854			30,494
Thereafter	17,406			11,156			28,562
Total	$	137,397		$	110,669		$	248,066
Less: Interest	(16,801		)	(16,720		)	(33,521		)
Present value of lease liabilities	$	120,596		$	93,949		$	214,545

Balance Sheet

Amounts recognized in the condensed consolidated balance sheets related to the Company's lease portfolio are as follows (in thousands):

	June 30, 2019
Assets:
Finance lease assets, net (included in property and equipment)	$	94,308
Operating lease right-of-use asset	114,523
Total lease assets	$	208,831
Liabilities:
Current finance lease liability	$	21,799
Current operating lease liability	35,373
Long-term finance lease liability	72,150
Long-term operating lease liability	85,223
Total lease liabilities	$	214,545

Lease, Cost

Amounts recognized in the condensed consolidated income statement related to the Company's lease portfolio for the three and six months ended June 30, 2019 are as follows (in thousands):

		Three months ended		Six months ended
Lease component	Classification	June 30, 2019		June 30, 2019
Rent expense - operating leases	Other operating expenses	$	16,833	$	33,771
Amortization of finance lease assets	Depreciation expense	$	4,871	$	9,202
Interest on finance lease liabilities	Interest expense	$	1,430	$	2,630

The weighted average remaining lease term and discount rate used in computing the lease liability as of June 30, 2019 were as follows:

Weighted average remaining lease term (in years)
Operating leases	4.5
Finance leases	3.5
Weighted average discount rate
Operating leases	7.2	%
Finance leases	7.4	%

Supplemental cash flow information related to leases for the six months ended June 30, 2019 is as follows (in thousands):

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	23,812
Operating cash flows for finance leases	2,630
Financing cash flows for finance leases	9,071
ROU assets added for operating leases:
Operating leases	$	4,776

Schedule of Weighted Average Remaining Lease Term and Discount Rate

The weighted average remaining lease term and discount rate used in computing the lease liability as of June 30, 2019 were as follows:

Weighted average remaining lease term (in years)
Operating leases	4.5
Finance leases	3.5
Weighted average discount rate
Operating leases	7.2	%
Finance leases	7.4	%

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Long-term debt

	June 30, 2019			December 31, 2018
ABL credit facility	$	131,367		$	—
Term loan credit facility	50,211			—
Prior ABL Facility:
Revolving credit facility	—			134,532
Term loans	—			37,333
Total debt	$	181,578		$	171,865
Less: Debt issuance costs and discount	(3,201		)	(3,098		)
Total debt, net of debt issuance costs and discount	178,377			168,767
Less: Current maturities	(11,699		)	(13,171		)
Total debt, net of current maturities	$	166,678		$	155,596

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Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2019

Preferred Stock [Abstract]

Schedule of Stock by Class [Table Text Block]

Preferred stock as of December 31, 2018 consisted of the following (in thousands):

	December 31, 2018
Preferred stock:
Series B Preferred	$	205,972
Series C Preferred	102,098
Series D Preferred	900
Series E Preferred	47,367
Series E-1 Preferred	46,547
Total Preferred stock	$	402,884

Certain Terms of the Preferred Stock as of December 31, 2018

	Series B	Series C	Series D	Series E	Series E-1
Shares at $0.01 Par Value at Issuance	155,000	55,000	100	90,000	35,728
Shares Outstanding at December 31, 2018	155,000	55,000	100	37,500	35,728
Price / Share	$1,000	$1,000	$1.00	$1,000	$1,000/$960
Dividend Rate	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events.	Right to participate equally and ratably in all cash dividends paid on common stock.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.	Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events.
Dividend Rate at December 31, 2018	17.780%	17.780%	N/A	16.030%	16.030%
Redemption Term	8 Years	8 Years	8 Years	6 Years	6 Years
Redemption Rights	From Closing Date: 12-24 months: 105% 24-36 months: 103%	65% premium (subject to stock movement)		From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%	From Closing Date: 0-12 months: 106.5% 12-24 months: 103.5%

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Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

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 preferred stock liability balance as of June 30, 2018 (in thousands).

	Three months ended		Six months ended
	June 30, 2018		June 30, 2018
Balance, beginning of period	$	286,874	$	263,317
Issuance of preferred stock at fair value	17,499		34,999
Change in fair value of preferred stock (1)	31,606		37,663
Balance, end of period	$	335,979	$	335,979

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Schedule of financial data of reportable segments

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues:
Ascent	$	130,160		$	144,630		$	261,853		$	279,573
Active On-Demand	101,492			164,770			244,263			359,536
LTL	117,076			117,164			219,898			230,289
TL	141,472			145,761			278,483			290,318
Eliminations	(9,512		)	(14,299		)	(16,661		)	(31,706		)
Total	$	480,688		$	558,026		$	987,836		$	1,128,010
Operating (loss) income:
Ascent	$	5,880		$	7,314		$	11,252		$	14,021
Active On-Demand	(2,614		)	7,808			583			14,261
LTL	(4,440		)	(3,743		)	(10,275		)	(12,427		)
TL	(103,506		)	(8,558		)	(110,422		)	(10,611		)
Corporate	(33,161		)	(14,196		)	(49,755		)	(30,049		)
Total	$	(137,841	)	$	(11,375	)	$	(158,617	)	$	(24,805	)
Interest expense	4,632			34,232			8,514			43,775
Loss on debt restructuring	—			—			2,270			—
Loss before income taxes	$	(142,473	)	$	(45,607	)	$	(169,401	)	$	(68,580	)
Depreciation and amortization:
Ascent	$	1,616		$	1,168		$	3,298		$	2,356
Active On-Demand	2,125			2,036			4,221			4,030
LTL	1,085			900			1,723			1,813
TL	7,030			4,205			16,121			8,507
Corporate	2,932			815			4,967			1,483
Total	$	14,788		$	9,124		$	30,330		$	18,189
Capital expenditures(1):
Ascent	$	213		$	355		$	2,050		$	709
Active On-Demand	1,167			1,322			2,315			2,429
LTL	3,248			55			5,020			255
TL	2,582			1,618			8,306			3,508
Corporate(2)	24,162			12,510			49,995			14,934
Total	$	31,372		$	15,860		$	67,686		$	21,835

	June 30, 2019			December 31, 2018
Assets:
Ascent	$	302,185		$	276,994
Active On-Demand	99,127			136,795
LTL	123,494			73,706
TL	176,929			244,760
Corporate	143,967			123,921
Eliminations(3)	(2,381		)	(2,719		)
Total	$	843,321		$	853,457

(1) Includes non-cash finance leases and capital expenditures not yet paid.

(2) The first half of 2019 included $42.5 million of rolling stock assets that were purchased and leased to operating units of the Company by REL, of which 64% was leased to the TL segment, 35% was leased to the LTL segment and 1% was leased to the Ascent segment.

(3) Eliminations represents intercompany trade receivable balances between the four segments.

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Restructuring Costs (Tables)

6 Months Ended

Jun. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following is a rollforward of the Company's restructuring reserve balance as of June 30, 2019 (in thousands).

	Restructuring reserves
Beginning balance at December 31, 2018	$	544
Charges	—
Adjustments(1)	(79		)
Payments	(327		)
Ending balance at June 30, 2019	$	138

(1) The adjustment relates to the adoption of Topic 842 for lease terminations included in the restructuring reserve.

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Organization Nature of Business and Significant Accounting Policies (Details Textual)		3 Months Ended			6 Months Ended
	Apr. 04, 2019 $ / shares shares	Jun. 30, 2019 USD ($) shares	Mar. 31, 2019 USD ($) Segment shares	Dec. 31, 2018 USD ($) shares	Jun. 30, 2019 USD ($) Segment shares	Jan. 01, 2019 USD ($)	Jun. 30, 2018 shares	Mar. 31, 2018 shares	Dec. 31, 2017 shares
Operations [Line Items]
Goodwill impairment charges		$ 92,900,000			$ 92,926,000
Intangible asset impairment charge		1,900,000
Asset impairment charges		500,000		$ 1,600,000
Capitalized Computer Software, Impairments		$ 13,000,000	$ 800,000		$ 13,800,000
Stockholders' Equity Note, Stock Split, Pre-Split Cash Rate | $ / shares	$ 0.4235
Common Stock, Shares, Outstanding | shares		37,637,000		1,556,000	37,637,000
Common Stock, Shares Authorized | shares	44,000,000	44,000,000		4,200,000	44,000,000
Number of operating segments | Segment			3		4
Reverse stock split ratio	0.04
Lease liability		$ 120,596,000			$ 120,596,000
Operating lease right-of-use asset		114,523,000			114,523,000
Unbilled amounts recorded in accounts receivable		15,100,000		$ 7,800,000	15,100,000
Freight costs recorded in accounts payable		$ 10,300,000		$ 6,100,000	10,300,000
LTL
Operations [Line Items]
Goodwill impairment charges					$ 0
Accounting Standards Update 2016-02 [Member]
Operations [Line Items]
Lease liability						$ 135,000,000
Operating lease right-of-use asset						$ 135,000,000
Common Stock
Operations [Line Items]
Common Stock, Shares, Outstanding | shares	37,561,532	37,637,122	37,561,532	1,555,868	37,637,122		1,540,290	1,540,197	1,536,925

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(Narrative) (Details)	3 Months Ended			6 Months Ended
	Jun. 30, 2019 USD ($)	Mar. 31, 2019 Segment Units	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) Segment	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	Jul. 01, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of operating segments | Segment		3		4
Number of reporting units | Units		4
Goodwill	$ 171,900,000			$ 171,900,000		$ 264,826,000
Finite-lived intangible assets	37,144,000			37,144,000		42,526,000
Amortization of Intangible Assets	1,700,000		$ 1,800,000	3,400,000	$ 3,600,000
Impairment	92,900,000			$ 92,926,000
Non-Cash Impairment Charges	1,900,000
Customer Relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Period of amortization of intangible assets				5 years
Customer Relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Period of amortization of intangible assets				12 years
TES [Member]
Finite-Lived Intangible Assets [Line Items]
Number of reporting units | Units		1
LTL
Finite-Lived Intangible Assets [Line Items]
Number of reporting units | Units		1
Goodwill	0			$ 0		0	$ 0
Finite-lived intangible assets	490,000			490,000		573,000
Impairment				0
Ascent
Finite-Lived Intangible Assets [Line Items]
Number of reporting units | Units		2
Goodwill	171,900,000			171,900,000		171,900,000
Finite-lived intangible assets	8,678,000			8,678,000		$ 9,904,000
Impairment				0
Domestic and International Logistics reporting unit
Finite-Lived Intangible Assets [Line Items]
Carrying value of reporting unit	98,500,000			98,500,000
Percentage of fair value in excess of carrying values							3.10%
Warehousing & Consolidation
Finite-Lived Intangible Assets [Line Items]
Carrying value of reporting unit	$ 73,400,000			73,400,000
Percentage of fair value in excess of carrying values							109.00%
Impairment				$ 0

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Goodwill and Intangible Assets (Sensitivity Analysis) (Details)	Jun. 30, 2019
Domestic and International Logistics reporting unit | Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value sensitivity analysis of 50 bps adverse change (percent)	(4.80%)
Fair value sensitivity analysis of 50 bps favorable change (percent)	4.80%
Domestic and International Logistics reporting unit | Growth Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value sensitivity analysis of 50 bps adverse change (percent)	2.80%
Fair value sensitivity analysis of 50 bps favorable change (percent)	(3.40%)
Warehousing & Consolidation reporting unit | Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value sensitivity analysis of 50 bps adverse change (percent)	(4.40%)
Fair value sensitivity analysis of 50 bps favorable change (percent)	4.40%
Warehousing & Consolidation reporting unit | Growth Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value sensitivity analysis of 50 bps adverse change (percent)	3.20%
Fair value sensitivity analysis of 50 bps favorable change (percent)	(3.80%)

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(Goodwill acquired in business combination by reportable segment) (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Rollforward of goodwill by reportable segment
Accumulated goodwill impairment, beginning balance		$ 376,483,000
Goodwill, beginning balance		264,826,000
Goodwill impairment charges	$ 92,900,000	92,926,000
Goodwill, ending balance	171,900,000	171,900,000
Accumulated goodwill impairment, ending balance	469,409,000	469,409,000
Ascent
Rollforward of goodwill by reportable segment
Accumulated goodwill impairment, beginning balance		46,763,000
Goodwill, beginning balance		171,900,000
Goodwill impairment charges		0
Goodwill, ending balance	171,900,000	171,900,000
Accumulated goodwill impairment, ending balance	46,763,000	46,763,000
Active On-Demand [Member]
Rollforward of goodwill by reportable segment
Accumulated goodwill impairment, beginning balance		0
Goodwill, beginning balance		0
Goodwill impairment charges		0
Goodwill, ending balance	0	0
Accumulated goodwill impairment, ending balance	0	0
LTL [Member]
Rollforward of goodwill by reportable segment
Accumulated goodwill impairment, beginning balance		197,312,000
Goodwill, beginning balance		0
Goodwill impairment charges		0
Goodwill, ending balance	0	0
Accumulated goodwill impairment, ending balance	197,312,000	197,312,000
TL
Rollforward of goodwill by reportable segment
Accumulated goodwill impairment, beginning balance		132,408,000
Goodwill, beginning balance		92,926,000
Goodwill impairment charges		92,926,000
Goodwill, ending balance	0	0
Accumulated goodwill impairment, ending balance	$ 225,334,000	$ 225,334,000

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(Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 1,700	$ 1,800	$ 3,400	$ 3,600
Intangible assets
Gross Carrying Amount	81,458		81,458		$ 84,658
Accumulated Amortization	(44,314)		(44,314)		(42,132)
Net Carrying Value	37,144		37,144		42,526
LTL
Intangible assets
Gross Carrying Amount	2,498		2,498		2,498
Accumulated Amortization	(2,008)		(2,008)		(1,925)
Net Carrying Value	490		490		573
Ascent
Intangible assets
Gross Carrying Amount	27,152		27,152		27,152
Accumulated Amortization	(18,474)		(18,474)		(17,248)
Net Carrying Value	8,678		8,678		9,904
Active On-Demand [Member]
Intangible assets
Gross Carrying Amount	31,547		31,547		31,547
Accumulated Amortization	(12,424)		(12,424)		(11,139)
Net Carrying Value	19,123		19,123		20,408
TL
Intangible assets
Gross Carrying Amount	20,261		20,261		23,461
Accumulated Amortization	(11,408)		(11,408)		(11,820)
Net Carrying Value	$ 8,853		$ 8,853		$ 11,641

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(Amortization of Intangibles) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Estimated amortization expense
Remainder 2016	$ 3,193
2017	6,180
2018	5,998
2019	5,560
2020	5,195
Thereafter	11,018
Net Carrying Value	$ 37,144	$ 42,526

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Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating Lease, Lease Income	$ 2.7	$ 5.2
Sublease Income	$ 2.3	$ 4.1

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Leases - Balance Sheet (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Assets:
Finance lease assets, net (included in property and equipment)	$ 94,308
Operating lease right-of-use asset	114,523
Total lease assets	208,831
Liabilities:
Current finance lease liability	21,799
Current operating lease liability	35,373
Long-term finance lease liability	72,150
Long-term operating lease liability	85,223
Total lease liabilities	$ 214,545

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Leases - Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Rent expense - operating leases	$ 16,833	$ 33,771
Amortization of finance lease assets	4,871	9,202
Interest on finance lease liabilities	$ 1,430	$ 2,630

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Leases - Aggregate Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Operating Lease Liabilities, Payments Due [Abstract]
Remainder of 2019	$ 21,736
2020	34,676
2021	25,108
2022	20,831
2023	17,640
Thereafter	17,406
Total	137,397
Less: Interest	(16,801)
Present value of lease liabilities	120,596
Finance Lease Liabilities, Payments, Due [Abstract]
Remainder of 2019	14,144
2020	26,916
2021	30,292
2022	15,307
2023	12,854
Thereafter	11,156
Total	110,669
Less: Interest	(16,720)
Present value of lease liabilities	93,949
Operating and Finance Lease Liabilities, Payments Due [Abstract]
Operating and FInance Lease, Liability, Payments, Remainder of Fiscal Year	35,880
Operating and FInance Lease, Liability, Payments, Due Year Two	61,592
Operating and FInance Lease, Liability, Payments, Due Year Three	55,400
Operating and FInance Lease, Liability, Payments, Due Year Four	36,138
Operating and FInance Lease, Liability, Payments, Due Year Five	30,494
Operating and FInance Lease, Liability, Payments, Due after Year Five	28,562
Operating and FInance Lease, Liability, Payments, Due	248,066
Operating and FInance Lease, Liability, Undiscounted Excess Amount	(33,521)
Operating and FInance Lease, Liability	$ 214,545

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Leases - Aggregate Future Minimum Lease Payments Prior Leasing Standard (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases [Abstract]
2019	$ 45,713
2020	34,920
2021	25,536
2022	21,413
2023	17,920
Thereafter	17,556
Total	$ 163,058

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Leases - Weighted Average Remaining Lease Term and Discount Rate (Details)	Jun. 30, 2019
Leases [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	4 years 6 months
Finance Lease, Weighted Average Remaining Lease Term	3 years 6 months
Operating Lease, Weighted Average Discount Rate, Percent	7.20%
Finance Lease, Weighted Average Discount Rate, Percent	7.40%

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Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases		$ 23,812
Operating cash flows for finance leases	$ 1,430	2,630
Financing cash flows for finance leases		9,071
ROU assets added for operating leases:
Operating leases		$ 4,776

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Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Senior debt:
Total debt	$ 181,578	$ 171,865
Less: Debt issuance costs and discount	(3,201)	(3,098)
Total debt, net of debt issuance costs and discount	178,377	168,767
Less: Current maturities	(11,699)	(13,171)
Long-term debt, net of current maturities	166,678	155,596
Revolving credit facility
Senior debt:
Total debt	0	134,532
Term loans [Member]
Senior debt:
Total debt	0	37,333
ABL Facility [Member]
Senior debt:
Total debt	131,367	0
Term Loan Facility [Member]
Senior debt:
Total debt	$ 50,211	$ 0

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Long-Term Debt (Details Textual) - USD ($)				3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 01, 2019	Feb. 28, 2019	Sep. 01, 2018	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2017	Jul. 31, 2019	Dec. 31, 2018	Jul. 21, 2017
Line of Credit Facility [Line Items]
Debt borrowings						$ 52,592,000	$ 557,000
Long-term Debt				$ 178,377,000		178,377,000				$ 168,767,000
Revolving Credit Facility, Capacity Available for Letter of Credit				30,000,000		30,000,000
Loss on debt restructuring				0	$ 0	$ 2,270,000	0
Insurance Premium Financing Agreement					$ 17,800,000		$ 17,800,000
Insurance Premium Financing Agreement, Periodic Payment			$ 2,000,000
Insurance Premium Financing Agreement, Interest Rate					4.75%		4.75%
Insurance Premium Payable										$ 10,000,000
ABL Facility [Member] | Minimum | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)						1.50%
ABL Facility [Member] | Minimum | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)						0.50%
ABL Facility [Member] | Maximum | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)						2.25%
ABL Facility [Member] | Maximum | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)								1.25%
ABL Facility [Member] | Revolving credit facility
Line of Credit Facility [Line Items]
Debt borrowings		$ 141,400,000
Line of Credit Facility, Maximum Borrowing Capacity		200,000,000									$ 200,000,000
Line of Credit Facility, Increase (Decrease), Net		$ 100,000,000.0
Total availability under revolving credit facility				34,400,000		$ 34,400,000
ABL Facility [Member] | Revolving credit facility | Minimum | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		1.50%
ABL Facility [Member] | Revolving credit facility | Minimum | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		0.50%
ABL Facility [Member] | Revolving credit facility | Maximum | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		2.00%
ABL Facility [Member] | Revolving credit facility | Maximum | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		1.00%
Average annualized interest rate (as a percentage)						5.30%
ABL Facility [Member] | Revolving credit facility | FILO Loans [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases		$ 15,000,000
ABL Facility [Member] | Revolving credit facility | Non-FILO Loans [Member] | Minimum | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		2.50%
ABL Facility [Member] | Revolving credit facility | Non-FILO Loans [Member] | Minimum | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		1.50%
ABL Facility [Member] | Revolving credit facility | Non-FILO Loans [Member] | Maximum | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		3.00%
ABL Facility [Member] | Revolving credit facility | Non-FILO Loans [Member] | Maximum | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)		2.00%
ABL Facility [Member] | Bridge Loan [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 20,000,000									20,000,000
ABL Facility [Member] | Letter of Credit [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		30,000,000									30,000,000
ABL Facility [Member] | Term Loan Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity											56,800,000
ABL Facility [Member] | Asset-Based Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity											$ 35,000,000
Term Loan Credit Facility [Member] | Line of Credit [Member]
Line of Credit Facility [Line Items]
Debt borrowings		$ 51,100,000
Long-term Debt				61,100,000		$ 61,100,000
Average annualized interest rate (as a percentage)						10.70%
Term Loan Credit Facility [Member] | Line of Credit [Member] | Tranche A Term Loans [Member]
Line of Credit Facility [Line Items]
Long-term Debt				40,300,000		$ 40,300,000
Term Loan Credit Facility [Member] | Line of Credit [Member] | Tranche A Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)						7.50%
Term Loan Credit Facility [Member] | Line of Credit [Member] | Tranche A FILO Term Loans [Member]
Line of Credit Facility [Line Items]
Long-term Debt				2,500,000		$ 2,500,000
Term Loan Credit Facility [Member] | Line of Credit [Member] | Tranche A FILO Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)						8.50%
Term Loan Credit Facility [Member] | Line of Credit [Member] | Tranche A FILO Term Loans [Member] | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)						7.50%
Term Loan Credit Facility [Member] | Line of Credit [Member] | Tranche B Term Loans [Member]
Line of Credit Facility [Line Items]
Long-term Debt				8,300,000		$ 8,300,000
Term Loan Credit Facility [Member] | Line of Credit [Member] | Asset-Based Facility [Member]
Line of Credit Facility [Line Items]
Long-term Debt				$ 10,000,000		$ 10,000,000
Term Loan Credit Facility [Member] | Line of Credit [Member] | Tranche A Term Loans, Tranche B Term Loans, and Capital Expenditure Loans [Member] | Base Rate
Line of Credit Facility [Line Items]
Debt instrument variable rate margin (as a percentage)						6.50%
Subsequent Event
Line of Credit Facility [Line Items]
Insurance Premium Financing Agreement									$ 20,700,000
Insurance Premium Financing Agreement, Periodic Payment	$ 2,400,000
Insurance Premium Financing Agreement, Interest Rate	5.25%

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Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands					2 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended		12 Months Ended
	Feb. 26, 2019	Dec. 27, 2018	Nov. 08, 2018	Apr. 24, 2018	Feb. 26, 2019	Mar. 31, 2019	Jun. 30, 2018	Feb. 26, 2019	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Class of Stock [Line Items]
Number of shares sold (in shares)		312,065							54,750
Proceeds retained (in excess of)	$ 30,000
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs						$ 11,985
Common stock issuance costs									$ (10,514)	$ 0	$ (1,500)
PreferredStockFairValue											$ 402,884
Common Stock
Class of Stock [Line Items]
Proceeds from issuance of stock	$ 450,000
Number of shares sold (in shares)	36,000,000				7,107,049
Subscription price (in dollars per share)	$ 12.50				$ 12.50			$ 12.50
Series B Preferred Stock
Class of Stock [Line Items]
Shares Issued, Price Per Share											$ 1,000
Preferred Stock, Shares Issued											155,000
Preferred Stock, Redemption Term											8 years
Preferred Stock, Shares Outstanding											155,000
Preferred Stock, Dividend Rate, Percentage											17.78%
PreferredStockFairValue											$ 205,972
Series C Preferred Stock
Class of Stock [Line Items]
Shares Issued, Price Per Share											$ 1,000
Preferred Stock, Shares Issued											55,000
Preferred Stock, Redemption Term											8 years
Preferred Stock, Shares Outstanding											55,000
Preferred Stock, Dividend Rate, Percentage											17.78%
PreferredStockFairValue											$ 102,098
Series D Preferred Stock
Class of Stock [Line Items]
Shares Issued, Price Per Share											$ 1.00
Preferred Stock, Shares Issued											100
Preferred Stock, Redemption Term											8 years
Preferred Stock, Shares Outstanding											100
PreferredStockFairValue											$ 900
Series E Preferred Stock
Class of Stock [Line Items]
Shares Issued, Price Per Share											$ 1,000
Preferred Stock, Shares Issued											90,000
Preferred Stock, Redemption Term											6 years
Preferred Stock, Shares Outstanding											37,500
Preferred Stock, Dividend Rate, Percentage											16.03%
PreferredStockFairValue											$ 47,367
Series E-1 Preferred Stock
Class of Stock [Line Items]
Proceeds from issuance of stock									$ 17,500
Number of shares sold (in shares)									17,500
Shares Issued, Price Per Share									$ 1,000
Preferred Stock, Shares Issued											35,728
Preferred Stock, Redemption Term											6 years
Payments of Stock Issuance Costs										1,100
Preferred Stock, Shares Outstanding											35,728
Preferred Stock, Dividend Rate, Percentage											16.03%
PreferredStockFairValue											$ 46,547
Series E-1 Preferred Stock Tranche 2
Class of Stock [Line Items]
Number of shares sold (in shares)									18,228
Preferred Stock, Par or Stated Value Per Share									$ 0.01
Shares Issued, Price Per Share									$ 960
Series E-1 Preferred Stock Tranche 3
Class of Stock [Line Items]
Number of shares sold (in shares)									19,022
Shares Issued, Price Per Share									$ 920
E-1FirstTranche [Member] | Series E-1 Preferred Stock
Class of Stock [Line Items]
Proceeds from issuance of stock				$ 17,500
Preferred Stock, Shares Issued				18,228
Standby Purchase Agreement with Elliott [Member]
Class of Stock [Line Items]
Number of shares sold (in shares)			28,892,951					33,745,308
Percentage of ownership after rights offering	90.40%
Fair Value, Inputs, Level 3 [Member]
Class of Stock [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss)							$ 31,606			$ 37,663

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Fair Value Measurement Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Balance, beginning of period	$ 286,874	$ 263,317
Issuance of preferred stock at fair value	17,499	34,999
Change in fair value of preferred stock	31,606	37,663
Balance, end of period	$ 335,979	$ 335,979

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Stockholders' Investment (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions			2 Months Ended	6 Months Ended
	Feb. 26, 2019	Dec. 27, 2018	Feb. 26, 2019	Jun. 30, 2019
Class of Stock [Line Items]
Number of shares sold (in shares)		312,065		54,750
Common Stock
Class of Stock [Line Items]
Number of shares sold (in shares)	36,000,000		7,107,049
Subscription price (in dollars per share)	$ 12.50		$ 12.50
Proceeds from issuance of stock	$ 450

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Share-Based Compensation (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2019 $ / shares shares	Jun. 30, 2019 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)	294,932
Immediate Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option vesting percentage		33.33%
Three to Four Year Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option vesting percentage		33.33%
February 2020 Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option vesting percentage		33.33%
Restricted Stock Units (RSUs) [Member] | Immediate Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)	4,400
Restricted Stock Units (RSUs) [Member] | Three to Four Year Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)	1,023,740
Restricted Stock Units (RSUs) [Member] | February 2020 Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)	28,600
Performance-Based Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing price of common stock (in dollars per share) | $ / shares	$ 12.50	$ 12.50
RSUs granted (in shares)	1,256,740

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Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	604,761	61,428

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Benefit from income taxes	$ (524)	$ (3,652)	$ (453)	$ (2,982)
Effective income tax rate	0.40%	8.00%	0.30%	4.30%

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Guarantees (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Guarantor Obligations [Line Items]
Guarantees ExpirationYear			2023
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 6.2		$ 6.2
Loss Contingency Accrual	0.1		0.1		$ 0.4
Loss Contingency Accrual, Payments	0.2	$ 0.8	0.6	$ 1.5
Property Lease Guarantee [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Current Carrying Value	$ 1.0		$ 1.0

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Commitments and Contingencies (Details) - USD ($)			1 Months Ended	3 Months Ended	6 Months Ended
	Mar. 28, 2019	Nov. 19, 2018	Jul. 31, 2019	Jun. 30, 2019	Jun. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Oct. 27, 2017
Loss Contingencies [Line Items]
Self Insurance Reserve				$ 1,000,000	$ 1,000,000
Reserves for estimated uninsured losses				100,000	100,000	$ 400,000
Loss Contingency Accrual, Period Increase (Decrease)				400,000
Insurance reimbursements receivable							$ 20,000,000
Auto And General Liability Insurance [Member]
Loss Contingencies [Line Items]
Liability and cargo insurance coverage for claims				100,000,000	100,000,000
Insurance Claims
Loss Contingencies [Line Items]
Liability and cargo insurance coverage for claims				1,000,000	1,000,000
Cargo Claims
Loss Contingencies [Line Items]
Liability and cargo insurance coverage for claims				100,000	100,000
Uninsured Risk
Loss Contingencies [Line Items]
Reserves for estimated uninsured losses				28,900,000	28,900,000	26,800,000
Federal Derivative Action [Member]
Loss Contingencies [Line Items]
Reserves for estimated uninsured losses							$ 22,000,000
Central Cal Agreement [Member]
Loss Contingencies [Line Items]
Liability and cargo insurance coverage for claims								$ 2,100,000
Reserves for estimated uninsured losses				2,200,000	2,200,000			1,800,000
Violation Of California Labor Laws
Loss Contingencies [Line Items]
Payments for settlement					9,200,000
Violation Of California Labor Laws | SEC Schedule, 12-09, Reserve, Legal [Member]
Loss Contingencies [Line Items]
Reserves for estimated uninsured losses				$ 2,200,000	$ 2,200,000	$ 10,800,000
In re Roadrunner Transportation Systems, Inc. Securities Litigation [Member]
Loss Contingencies [Line Items]
Settlement to be paid		$ 20,000,000
Federal Derivative Action [Member]
Loss Contingencies [Line Items]
Settlement to be paid	$ 6,900,000
Settlement to be received	4,800,000	4,800,000
Minimum | Central Cal Agreement [Member]
Loss Contingencies [Line Items]
Indemnification claims owed to the Company								300,000
Maximum | Central Cal Agreement [Member]
Loss Contingencies [Line Items]
Indemnification claims owed to the Company								$ 1,000,000
Directors and Officers Liability Insurance [Member] | In re Roadrunner Transportation Systems, Inc. Securities Litigation [Member]
Loss Contingencies [Line Items]
Settlement to be paid		$ 17,900,000
Directors and Officers Liability Insurance [Member] | Federal Derivative Action [Member]
Loss Contingencies [Line Items]
Settlement to be received	$ 2,100,000
Subsequent Event | Central Cal Agreement [Member]
Loss Contingencies [Line Items]
Settlement to be paid			$ 2,100,000

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Related Party Transactions (Details) - USD ($)					3 Months Ended		6 Months Ended
	Feb. 26, 2019	Dec. 27, 2018	Dec. 13, 2018	Nov. 08, 2018	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Aug. 02, 2019	Feb. 28, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Issuance costs and fees					$ 3,201,000		$ 3,201,000				$ 3,098,000
Number of shares sold (in shares)		312,065					54,750
Advisory Agreement
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction			$ 7,100,000				$ 3,500,000
Dedicated Carriers
Related Party Transaction [Line Items]
Related party payment					9,200,000	$ 6,600,000	15,800,000	$ 13,200,000
Facilities Lease
Related Party Transaction [Line Items]
Related party payment					100,000	300,000	100,000	700,000
Fuel Purchase Agreement
Related Party Transaction [Line Items]
Related party payment					400,000	600,000	1,200,000
Equipment Leases
Related Party Transaction [Line Items]
Related party payment					$ 400,000	800,000	$ 2,000,000	1,500,000
Central Minnesota Logistics, Inc. [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage					37.50%		37.50%
Central Minnesota Logistics, Inc. [Member] | Broker Commissions
Related Party Transaction [Line Items]
Related party payment					$ 900,000	$ 700,000	$ 1,700,000	1,400,000
Securities Litigation Proceedings [Member]
Related Party Transaction [Line Items]
Due from Related Parties			$ 1,000,000
Elliott Management Corporation [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Warrants Exercised	33,745,308
Percentage of ownership after rights offering	90.40%
Line of Credit Facility, Maximum Borrowing Capacity					41,000,000		41,000,000			$ 61,100,000
Issuance costs and fees					$ 900,000		$ 900,000
Rights Offering [Member] | Elliott Management Corporation [Member]
Related Party Transaction [Line Items]
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants				$ 450,000,000
Series E-1 Preferred Stock
Related Party Transaction [Line Items]
Number of shares sold (in shares)							17,500
Proceeds from issuance of stock							$ 17,500,000
Payments of Stock Issuance Costs								$ 1,100,000
Subsequent Event | Elliott Management Corporation [Member]
Related Party Transaction [Line Items]
Letters of Credit Outstanding, Amount									$ 20,000,000

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Segment Reporting (Details) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2019 USD ($)	Mar. 31, 2019 Segment	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) Segment	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | Segment		3		4
Schedule of financial data of reportable segments
Revenues	$ 480,688		$ 558,026	$ 987,836	$ 1,128,010
Operating Income	(137,841)		(11,375)	(158,617)	(24,805)
Interest expense:	4,632		34,232	8,514	43,775
Loss on debt restructuring	0		0	2,270	0
Income before provision for income taxes	(142,473)		(45,607)	(169,401)	(68,580)
Depreciation and amortization	14,788		9,124	30,330	18,189
Capital expenditures, cash and non-cash	31,372		15,860	67,686	21,835
Total assets	843,321			843,321		$ 853,457
Operating Segments | Ascent
Schedule of financial data of reportable segments
Revenues	130,160		144,630	261,853	279,573
Operating Income	5,880		7,314	11,252	14,021
Depreciation and amortization	1,616		1,168	3,298	2,356
Capital expenditures, cash and non-cash	213		355	2,050	709
Total assets	302,185			302,185		276,994
Operating Segments | Active On-Demand [Member]
Schedule of financial data of reportable segments
Revenues	101,492		164,770	244,263	359,536
Operating Income	(2,614)		7,808	583	14,261
Depreciation and amortization	2,125		2,036	4,221	4,030
Capital expenditures, cash and non-cash	1,167		1,322	2,315	2,429
Total assets	99,127			99,127		136,795
Operating Segments | LTL [Member]
Schedule of financial data of reportable segments
Revenues	117,076		117,164	219,898	230,289
Operating Income	(4,440)		(3,743)	(10,275)	(12,427)
Depreciation and amortization	1,085		900	1,723	1,813
Capital expenditures, cash and non-cash	3,248		55	5,020	255
Operating Segments | TL
Schedule of financial data of reportable segments
Revenues	141,472		145,761	278,483	290,318
Operating Income	(103,506)		(8,558)	(110,422)	(10,611)
Depreciation and amortization	7,030		4,205	16,121	8,507
Capital expenditures, cash and non-cash	2,582		1,618	8,306	3,508
Total assets	176,929			176,929
Eliminations
Schedule of financial data of reportable segments
Revenues	(9,512)		(14,299)	(16,661)	(31,706)
Total assets	(2,381)			(2,381)		(2,719)
Corporate
Schedule of financial data of reportable segments
Operating Income	(33,161)		(14,196)	(49,755)	(30,049)
Depreciation and amortization	2,932		815	4,967	1,483
Capital expenditures, cash and non-cash	24,162		$ 12,510	49,995	$ 14,934
Total assets	$ 143,967			$ 143,967		$ 123,921
Rolling Stock Assets [Member] | Ascent
Schedule of financial data of reportable segments
Percent of assets leased	1.00%			1.00%
Rolling Stock Assets [Member] | LTL [Member]
Schedule of financial data of reportable segments
Percent of assets leased	35.00%			35.00%
Rolling Stock Assets [Member] | TL
Schedule of financial data of reportable segments
Percent of assets leased	64.00%			64.00%
Rolling Stock Assets [Member] | Corporate
Schedule of financial data of reportable segments
Capital expenditures, cash and non-cash				$ 42,500

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Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Restructuring Cost and Reserve [Line Items]
Operations restructuring costs	$ 0	$ 4,655	$ 0	$ 4,655
Restructuring Reserve [Roll Forward]
Corporate restructuring and restatement costs	3,200	3,900	6,700	$ 10,800
Property, Plant and Equipment
Restructuring Cost and Reserve [Line Items]
Initial write-down of assets to fair value		1,300
Accrued Expenses and Other Current Liabilities
Restructuring Cost and Reserve [Line Items]
Initial write-down of assets to fair value		$ 3,400
Restructuring reserves
Restructuring Reserve [Roll Forward]
Beginning balance at December 31, 2018			544
Charges			0
Adjustments			(79)
Payments			(327)
Ending balance at June 30, 2019	$ 138		$ 138

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Subsequent Events (Details) - USD ($)	Sep. 01, 2019	Aug. 02, 2019	Sep. 01, 2018	Jul. 31, 2019	Jun. 30, 2018
Subsequent Event [Line Items]
Insurance Premium Financing Agreement					$ 17,800,000
Insurance Premium Financing Agreement, Periodic Payment			$ 2,000,000
Insurance Premium Financing Agreement, Interest Rate					4.75%
Subsequent Event
Subsequent Event [Line Items]
Insurance Premium Financing Agreement				$ 20,700,000
Insurance Premium Financing Agreement, Periodic Payment	$ 2,400,000
Insurance Premium Financing Agreement, Interest Rate	5.25%
Elliott Management Corporation [Member] | Subsequent Event
Subsequent Event [Line Items]
Letters of Credit Outstanding, Amount		$ 20,000,000
London Interbank Offered Rate (LIBOR) [Member] | ABL Credit Agreement [Member] | Subsequent Event
Subsequent Event [Line Items]
Debt instrument variable rate margin (as a percentage)		7.50%

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Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 886,000
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 886,000