8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

August 13, 2019

Date of report (Date of earliest event reported)

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-34734	20-2454942
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 7.01. Regulation FD Disclosure.

Roadrunner Transportation Systems, Inc. (the “Company”) changed its segment reporting effective April 1, 2019, when the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, began assessing the performance of the Active On-Demand air and ground expedite business separately from its truckload businesses. Based on this information, the Company has determined that it has four segments: Ascent Global Logistics (“Ascent”), Active On-Demand, Less-than-Truckload (“LTL”) and Truckload (“TL”).

The information contained herein is being furnished to provide summary financial information and historical data for the annual periods ended December 31, 2017 and 2018; the first, third and fourth quarterly periods in fiscal 2018; and the first quarterly period in fiscal 2019 on a basis consistent with the Company’s new segments. While this financial data reflects the change in the Company’s segments, these changes have no effect on the Company’s historical consolidated results of operations.

The Company began to report results under the new segment reporting structure effective with the filing of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019. That Quarterly Report on Form 10-Q included the results of the second quarterly period in fiscal 2018 under the new segment reporting structure.

The information contained in this Current Report in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except if the Company expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by reference in such filing.

Item 9.01.		Financial Statements and Exhibits.
	(a)	Financial Statements of Business Acquired.
		Not applicable.
	(b)	Pro Forma Financial Information.
		Not applicable.
	(c)	Shell Company Transactions.
		Not applicable.
	(d)	Exhibits.
Exhibit
Number
99.1		Prior period financial results reflecting new segment structure.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROADRUNNER TRANSPORTATION SYSTEMS, INC.
Date: August 13, 2019	By:	/s/ Curtis W. Stoelting
		Curtis W. Stoelting
		Chief Executive Officer (Principal Executive Officer)

EX-99.1

Exhibit 99.1

(In thousands)	Three Months Ended March 31, 2019
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	131,692	$	142,771	$	102,823		$	137,011		$	(7,149	)	$	507,148
Operating expenses:
Purchased transportation costs	95,485		122,158		71,591			60,690			(7,149		)	342,775
Personnel and related benefits	13,743		9,918		17,556			30,845			7,153			79,215
Other operating expenses	15,410		5,403		18,872			43,302			6,627			89,614
Depreciation and amortization	1,682		2,096		638			9,091			2,035			15,542
Impairment charges	—		—		—			—			778			778
Total operating expenses	126,320		139,575		108,657			143,928			9,444			527,924
Operating (loss) income	5,372		3,196		(5,834		)	(6,917		)	(16,593		)	(20,776		)
Total interest expense														3,882
Loss on debt restructuring														2,270
Loss before income taxes														(26,928		)
Provision for income taxes														71
Net loss														$	(26,999	)
Total Assets	$	304,956	$	139,475	$	121,364		$	284,936		$	131,548		$	982,279
Capital expenditures (1)	$	1,837	$	1,148	$	1,772		$	5,724		$	25,833		$	36,314

(In thousands)	Three Months Ended March 31, 2019
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	5,267	$	3,196	$	(5,868	)	$	(7,609	)	$	(21,985	)	$	(26,999	)
Plus: Total interest expense	92		—		34			692			3,064			3,882
Plus: Provision for income taxes	13		—		—			—			58			71
Plus: Depreciation and amortization	1,682		2,096		638			9,091			2,035			15,542
Plus: Impairment charges	—		—		—			—			778			778
Plus: Long-term incentive compensation expenses	—		—		—			—			1,731			1,731
Plus: Loss on debt restructuring	—		—		—			—			2,270			2,270
Plus: Corporate restructuring and restatement costs	—		—		—			—			3,432			3,432
Adjusted EBITDA(2)	$	7,054	$	5,292	$	(5,196	)	$	2,174		$	(8,617	)	$	707

(In thousands)	Three Months Ended March 31, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	134,943	$	194,766	$	113,125		$	144,557		$	(17,407	)	$	569,984
Operating expenses:
Purchased transportation costs	98,513		172,609		81,997			65,248			(17,404		)	400,963
Personnel and related benefits	12,141		8,673		18,135			30,495			6,443			75,887
Other operating expenses	16,394		5,037		20,764			46,565			8,739			97,499
Depreciation and amortization	1,188		1,994		913			4,302			668			9,065
Total operating expenses	128,236		188,313		121,809			146,610			(1,554		)	583,414
Operating (loss) income	6,707		6,453		(8,684		)	(2,053		)	(15,853		)	(13,430		)
Total interest expense														9,543
Loss before income taxes														(22,973		)
Provision for income taxes														670
Net loss														$	(23,643	)
Total Assets	$	248,732	$	206,205	$	79,620		$	279,554		$	70,379		$	884,490
Capital expenditures (1)	$	354	$	1,107	$	200		$	1,890		$	2,424		$	5,975

(In thousands)	Three Months Ended March 31, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	6,677	$	6,453	$	(8,720	)	$	(2,064	)	$	(25,989	)	$	(23,643	)
Plus: Total interest expense	30		—		36			11			9,466			9,543
Plus: Provision for income taxes	—		—		—			—			670			670
Plus: Depreciation and amortization	1,188		1,994		913			4,302			668			9,065
Plus: Long-term incentive compensation expenses	—		—		—			—			577			577
Plus: Corporate restructuring and restatement costs	—		—		—			—			6,913			6,913
Adjusted EBITDA(2)	$	7,895	$	8,447	$	(7,771	)	$	2,249		$	(7,695	)	$	3,125

(In thousands)	Three Months Ended September 30, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	145,632	$	146,217	$	113,948		$	140,663		$	(9,876	)	$	536,584
Operating expenses:
Purchased transportation costs	107,146		124,671		81,422			62,314			(9,875		)	365,678
Personnel and related benefits	12,687		10,313		17,402			31,367			6,349			78,118
Other operating expenses	17,142		3,530		19,288			49,016			5,019			93,995
Depreciation and amortization	1,183		2,069		876			4,387			1,099			9,614
Total operating expenses	138,158		140,583		118,988			147,084			2,592			547,405
Operating (loss) income	7,474		5,634		(5,040		)	(6,421		)	(12,468		)	(10,821		)
Total interest expense														35,798
Loss before income taxes														(46,619		)
Benefit from income taxes														(5,058		)
Net loss														$	(41,561	)
Total Assets	$	273,298	$	145,032	$	78,410		$	262,521		$	88,035		$	847,296
Capital expenditures (1)	$	496	$	1,597	$	505		$	880		$	16,719		$	20,197

(In thousands)	Three Months Ended September 30, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	7,319	$	5,634	$	(5,072	)	$	(6,555	)	$	(42,887	)	$	(41,561	)
Plus: Total interest expense	26		—		32			134			35,606			35,798
Plus: (Benefit from) provision for income taxes	129		—		—			—			(5,187		)	(5,058		)
Plus: Depreciation and amortization	1,183		2,069		876			4,387			1,099			9,614
Plus: Long-term incentive compensation expenses	—		—		—			—			951			951
Plus: Corporate restructuring and restatement costs	—		—		—			—			4,713			4,713
Adjusted EBITDA(2)	$	8,657	$	7,703	$	(4,164	)	$	(2,034	)	$	(5,705	)	$	4,457

(In thousands)	Three Months Ended December 31, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	147,867	$	167,212	$	108,044		$	141,720		$	(13,296	)	$	551,547
Operating expenses:
Purchased transportation costs	108,528		135,182		77,282			64,006			(13,296		)	371,702
Personnel and related benefits	14,980		9,352		17,586			30,553			7,439			79,910
Other operating expenses	15,879		9,978		21,436			49,231			9,738			106,262
Depreciation and amortization	1,510		2,131		1,165			7,683			2,475			14,964
Impairment charges	—		—		—			1,582			—			1,582
Total operating expenses	140,897		156,643		117,469			153,055			6,356			574,420
Operating (loss) income	6,970		10,569		(9,425		)	(11,335		)	(19,652		)	(22,873		)
Total interest expense														37,339
Loss before income taxes														(60,212		)
Benefit from income taxes														(1,774		)
Net loss														$	(58,438	)
Total Assets	$	276,994	$	136,795	$	73,706		$	244,760		$	121,202		$	853,457
Capital expenditures (1)	$	882	$	952	$	362		$	411		$	28,457		$	31,064

(In thousands)	Three Months Ended December 31, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	6,945	$	10,569	$	(9,454	)	$	(11,497	)	$	(55,001	)	$	(58,438	)
Plus: Total interest expense	23		—		29			162			37,125			37,339
Plus: (Benefit from) provision for income taxes	2		—		—			—			(1,776		)	(1,774		)
Plus: Depreciation and amortization	1,510		2,131		1,165			7,683			2,475			14,964
Plus: Long-term incentive compensation expenses	—		—		—			—			742			742
Plus: Fleet impairment charges	—		—		—			1,582			—			1,582
Plus: Corporate restructuring and restatement costs	—		—		—			—			6,687			6,687
Plus: Adjustments for contingent purchase obligation	—		—		—			—			1,840			1,840
Adjusted EBITDA(2)	$	8,480	$	12,700	$	(8,260	)	$	(2,070	)	$	(7,908	)	$	2,942

(In thousands)	Year ended December 31, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	573,072	$	672,965	$	452,281		$	572,701		$	(54,878	)	$	2,216,141
Operating expenses:
Purchased transportation costs	421,048		573,483		323,019			255,743			(54,878		)	1,518,415
Personnel and related benefits	52,273		37,376		70,551			123,171			26,382			309,753
Other operating expenses (3)	66,237		23,412		81,749			199,995			30,730			402,123
Depreciation and amortization	5,049		8,230		3,854			20,577			5,057			42,767
Impairment Charges	—		—		—			1,582			—			1,582
Total operating expenses	544,607		642,501		479,173			601,068			7,291			2,274,640
Operating (loss) income	28,465		30,464		(26,892		)	(28,367		)	(62,169		)	(58,499		)
Total interest expense														116,912
Loss before income taxes														(175,411		)
Benefit from income taxes														(9,814		)
Net loss														$	(165,597	)
Total Assets	$	276,994	$	136,795	$	73,706		$	244,760		$	121,202		$	853,457
Capital expenditures (1)	$	2,087	$	4,978	$	1,122		$	4,799		$	60,110		$	73,096

(In thousands)	Year ended December 31, 2018
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	28,226	$	30,464	$	(27,009	)	$	(28,682	)	$	(168,596	)	$	(165,597	)
Plus: Total interest expense	108		—		117			315			116,372			116,912
Plus: (Benefit from) provision for income taxes	131		—		—			—			(9,945		)	(9,814		)
Plus: Depreciation and amortization	5,049		8,230		3,854			20,577			5,057			42,767
Plus: Fleet impairment charges	—		—		—			1,582			—			1,582
Plus: Long-term incentive compensation expenses	—		—		—			—			2,696			2,696
Plus: Operations restructuring costs	—		—		—			4,655			—			4,655
Plus: Corporate restructuring and restatement costs	—		—		—			—			22,224			22,224
Plus: Adjustments for contingent purchase obligation	—		—		—			—			1,840			1,840
Adjusted EBITDA(2)	$	33,514	$	38,694	$	(23,038	)	$	(1,553	)	$	(30,352	)	$	17,265

(In thousands)	Year ended December 31, 2017
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Revenues	$	570,223	$	548,059	$	463,519		$	553,184		$	(43,694	)	$	2,091,291
Operating expenses:
Purchased transportation costs	418,170		468,749		331,177			255,969			(43,687		)	1,430,378
Personnel and related benefits	58,196		33,275		70,521			117,306			17,627			296,925
Other operating expenses (4)	60,997		16,418		83,851			178,002			19,023			358,291
Depreciation and amortization	5,965		7,985		4,353			17,550			1,894			37,747
Impairment charges	4,402		—		—			—			—			4,402
Total operating expenses	547,730		526,427		489,902			568,827			(5,143		)	2,127,743
Operating (loss) income	22,493		21,632		(26,383		)	(15,643		)	(38,551		)	(36,452		)
Total interest expense														64,049
Loss on early extinguishment of debt														15,876
Loss before income taxes														(116,377		)
Benefit from income taxes														(25,191		)
Net loss														$	(91,186	)
Total Assets	$	271,400	$	190,162	$	79,065		$	272,327		$	63,089		$	876,043
Capital expenditures (1)	$	1,397	$	4,695	$	1,641		$	7,138		$	6,839		$	21,710

(In thousands)	Year ended December 31, 2017
	Ascent		Active On-Demand		LTL			TL			Corporate/ Eliminations			Total
Net (loss) income	$	22,350	$	21,632	$	(26,578	)	$	(15,599	)	$	(92,991	)	$	(91,186	)
Plus: Total interest expense	143		—		195			(44		)	63,755			64,049
Plus: Benefit from income taxes	—		—		—			—			(25,191		)	(25,191		)
Plus: Depreciation and amortization	5,965		7,985		4,353			17,550			1,894			37,747
Plus: Impairment charges	4,402		—		—			—			—			4,402
Plus: Long-term incentive compensation expenses	—		—		—			—			2,450			2,450
Plus: Gain on sale of Unitrans	—		—		—			—			(35,440		)	(35,440		)
Plus: Loss on debt extinguishments	—		—		—			—			15,876			15,876
Plus: Corporate restructuring and restatement costs	—		—		—			—			32,321			32,321
Adjusted EBITDA(2)	$	32,860	$	29,617	$	(22,030	)	$	1,907		$	(37,326	)	$	5,028

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

⁽²⁾ 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, losses on debt extinguishments, loss on debt restructuring, operations restructuring costs, restructuring and restatement costs associated with legal matters (including our internal investigation, SEC compliance and debt restructuring costs), and adjustments to contingent purchase obligations. 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 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.

⁽³⁾ Operations restructuring costs of $4.7 million are included in other operating expenses within the TL segment.

⁽⁴⁾ The gain from sale of Unitrans of $35.4 million is included in other operating expenses within Corporate.