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

October 30, 2013

Date of report (Date of earliest event reported)

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

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

(414) 615-1500

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2.02.	Results of Operations and Financial Condition.
	We are furnishing this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on October 30, 2013.
	The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
	We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
	The text included with this Current Report is available on our website located at www.rrts.com, although we reserve the right to discontinue that availability at any time.

Item 9.01.		Financial Statements and Exhibits.
	(a)	Financial Statements of Business Acquired.
		Not applicable.
	(b)	Pro Forma Financial Information.
		Not applicable.
	(c)	Shell Company Transactions.
		Not applicable.
	(d)	Exhibits.
Exhibit
Number
99.1		Press Release entitled “Roadrunner Transportation Systems Reports 2013 Third Quarter Results and Announces Fourth Quarter 2013 Guidance”

SIGNATURES

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

	ROADRUNNER TRANSPORTATION SYSTEMS, INC.
Date: October 30, 2013	By:	/s/ Peter R. Armbruster
		Peter R. Armbruster
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release entitled “Roadrunner Transportation Systems Reports 2013 Third Quarter Results and Announces Fourth Quarter 2013 Guidance”

EX-99.1

FOR IMMEDIATE RELEASE

ROADRUNNER TRANSPORTATION SYSTEMS REPORTS

2013THIRD QUARTER RESULTS AND ANNOUNCES

FOURTH QUARTER 2013 GUIDANCE

Cudahy, WI - October 30, 2013 - Roadrunner Transportation Systems, Inc. (NYSE: RRTS), a leading asset-light transportation and logistics service provider, today reported financial results for the three and nine months ended September 30, 2013.

Roadrunner's summary financial results for the three and nine months ended September 30 are highlighted below. Third quarter 2013 net income available to common stockholders increased 34.0% over the prior year quarter to $13.2 million. Third quarter diluted income per share available to common stockholders increased 12.9% over the prior year to $0.35. Excluding acquisition transaction expenses of $0.6 million related to the third quarter acquisitions of Marisol International, TA Drayage, G.W. Palmer Logistics, and Yes Trans, Inc., third quarter diluted income per share available to common stockholders was $0.36.

Roadrunner's December 2012 and August 2013 stock offerings increased the weighted averaged diluted shares outstanding for the three months ended September 30, 2013 by 4.6 million shares and impacted diluted income per share by $0.05 from the prior year quarter.

	Three Months Ended				Nine Months Ended
(In thousands, except per share data)	September 30,				September 30,
	2013		2012		2013		2012
Total revenues	$	363,156	$	279,165	$	994,444	$	778,284
Net revenues (total revenues less purchased transportation costs)	$	109,998	$	83,123	$	307,022	$	229,337
Depreciation and amortization	4,029		2,424		11,230		6,509
Other operating expenses	81,749		62,214		227,747		170,922
Acquisition transaction expenses	561		480		851		688
Operating income	$	23,659	$	18,005	$	67,194	$	51,218
Net income available to common stockholders	13,230		9,872		37,782		28,003
Weighted average diluted shares outstanding	38,191		32,260		37,469		32,220
Diluted income per share available to common stockholders	$	0.35	$	0.31	$	1.01	$	0.87

2013Third Quarter Results

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

“The combination of strong organic and acquisition-related revenue growth led to a 30.1% increase in third quarter revenues and a 32.3% increase in net revenues over the third quarter of 2012. For the 2013third quarter, our operating income growth of 31.4% continued to outpace our revenue growth. Our operating ratio improved 10 basis points to 93.5% from 93.6% in the third quarter of 2012.

“LTL revenues grew by $11.7 million, or 8.9%, from the prior year third quarter. Incremental revenues from our 2012 acquisition accounted for $3.1 million of the increase, with the remaining $8.6 million representing organic growth of 6.5%. Our organic growth during this year's third quarter was impacted by sluggish economic conditions in which many customers experienced a decline in shipments compared to last year's quarter. Our LTL operating ratio remained the same quarter-over-quarter at 92.4%. During the quarter, our LTL segment experienced $1.8 million of additional sequential costs related to an abnormal increase of insurance costs, temporary costs incurred to assist our recently opened service centers, and increased employee costs due to one more payroll day. The $1.8 million of increased costs were partially offset by a $1.7 million contingent purchase price adjustment. The addition of Expedited Freight Systems (EFS) in August 2012 and the implementation of certain performance initiatives resulted in a net revenue margin improvement from 27.7% in the third quarter of 2012 to 28.5% in the third quarter of 2013.

“TL revenues grew by $45.9 million, or 36.9%, from the prior year third quarter. Incremental revenues from our 2012 and 2013 acquisitions accounted for $32.3 million of the increase, with the remaining $13.6 million representing organic growth of 11.0% from our existing business. Our TL operating ratio improved to 93.6% in the third quarter of 2013 from 94.1% in the third quarter of 2012. TL revenues and operating costs in this year's third quarter were also negatively affected by sluggish economic conditions, increased costs associated with hours of service rules and a flat pricing environment. During the quarter, our TL segment also experienced $1.3 million of additional sequential costs related to an abnormal increase in insurance costs, lost productivity in drayage and warehousing due to port strikes and customer order system changes, and increased employee costs due to one more payroll day. Offsetting these increased costs was a $1.6 million contingent purchase price adjustment related to two acquisitions, whose revised forecasted performance yields lower future earn-out payments. The positive impact of the acquisitions and operating leverage associated with our revenue growth led to a 48.1% increase in our TL operating income quarter-over-quarter.

“TMS revenue grew $27.0 million, or 112.6%, in the third quarter of 2013 from the prior year quarter, primarily due to our 2013 acquisitions of Adrian Carriers and Marisol International. This growth led to a 68.8% increase in TMS operating income quarter-over-quarter."

2013Fourth Quarter Guidance

In commenting on guidance for the fourth quarter of 2013, Peter Armbruster, CFO of Roadrunner, said, “We anticipate our revenues for the fourth quarter to be in the range of $345 million to $370 million, representing an increase of 17% to 25% from the fourth quarter of 2012. We expect diluted income per share available to common stockholders to be between $0.31 and $0.35, compared to diluted income per share available to common stockholders of $0.29 in the prior year quarter. Our diluted per share guidance represents an increase of 7% to 21% from the fourth quarter of 2012 diluted income per share of $0.29 and reflects our December 2012 and August 2013 stock offerings, which will increase the weighted average diluted shares outstanding in the three months ending December 31, 2013 by approximately 2.8 million shares and will impact diluted income per share by $0.03 from the prior year period."

2013Third Quarter Segment Information

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

LTL revenues, including fuel, increased 8.9% to $144.2 million for the third quarter of 2013 from $132.5 million for the third quarter of 2012. LTL net revenues for the third quarter of 2013 were $41.1 million, or 28.5% of LTL revenues, compared to $36.7 million, or 27.7% of LTL revenues, for the third quarter of 2012. LTL operating income was $10.9 million, or 7.6% of LTL revenues, for the third quarter of 2013 compared to $10.0 million, or 7.6% of LTL revenues, for the third quarter of 2012.

Summary LTL operating statistics for the three and nine months ended September 30 are shown below.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013		2012		% Change		2013		2012		% Change
Operating ratio	92.4		92.4				92.5		92.4
Tonnage (in thousands of tons)	406.3		359.4		13.0	%	1,180.6		1,013.7		16.5	%
Shipments (in thousands)	628.5		547.6		14.8	%	1,828.7		1,550.1		18.0	%
Revenue per hundredweight (incl. fuel)	$	17.93	$	18.26	(1.8	%)	$	17.91	$	18.65	(4.0	)%
Revenue per hundredweight (excl. fuel)	$	14.73	$	14.97	(1.6	%)	$	14.68	$	15.25	(3.7	)%
Weight per shipment (lbs.)	1,293		1,313		(1.5	%)	1,291		1,308		(1.3	%)
Linehaul cost per mile (excl. fuel)	$	1.23	$	1.24	(0.8	%)	$	1.23	$	1.24	(0.8	)%
Note: Other than operating ratio, the statistics above do not include (i) adjustments for undelivered freight required for financial statement purposes in accordance with Roadrunner's revenue recognition policy; and (ii) non-LTL related business captured within the LTL segment. Operating statistics include EFS beginning as of the date of acquisition, August 10, 2012.

TL revenues increased 36.9% to $170.1 million for the third quarter of 2013 from $124.2 million for the third quarter of 2012. The improvement was primarily due to increased load growth, increased utilization of Roadrunner's TL brokerage agent network, and the acquisitions of R&M/Sortino, Central Cal, A&A, DCT, Wando Trucking, TA Drayage, G.W. Palmer Logistics, and Yes Trans, Inc. For the third quarter, these acquisitions collectively contributed incremental TL revenues of $41.4 million. Overall, TL net revenues for the third quarter of 2013 were $54.6 million, or 32.1% of TL revenues, compared to $39.6 million, or 31.9% of TL revenues, for the third quarter of 2012. TL operating income was $10.8 million, or 6.4% of TL revenues, for the third quarter of 2013 compared to $7.3 million, or 5.9% of TL revenues, for the third quarter of 2012.

TMS revenues for the third quarter of 2013 increased 112.6% to $50.9 million from $24.0 million for the third quarter of 2012. The improvement in revenue was primarily due to the Adrian Carriers and Marisol International acquisitions. TMS net revenues for the third quarter of 2013 were $14.3 million, or 28.2% of TMS revenues, compared to $6.8 million, or 28.4% of TMS revenues, for the third quarter of 2012. TMS operating income was $4.6 million, or 9.1% of TMS revenues, for the third quarter of 2013, compared to $2.7 million, or 11.5% of TMS revenues, for the third quarter of 2012.

Conference Call

A conference call is scheduled for Wednesday, October 30, 2013 at 4:30 p.m. Eastern Time. To access the conference call, please dial 877-703-6106 (U.S.) or 857-244-7305 (International) approximately 10 minutes prior to the start of the call. Callers will be prompted for passcode 41669066. The conference call will also be available via live webcast under the Investor Relations section of Roadrunner's website, www.rrts.com.

If you are unable to listen to the live call, a replay will be available through November 6, 2013, and can be accessed by dialing 888-286-8010 (U.S.) or 617-801-6888 (International). Callers will be prompted for passcode 40018570. An archived version of the webcast will also be available under the Investor Relations section of Roadrunner's website, www.rrts.com.

About Roadrunner Transportation Systems, Inc.

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

Safe Harbor Statement

This release contains forward-looking statements that relate to future events or performance, including statements regarding Roadrunner's performance; Roadrunner's organic and acquisition related growth; the impact of Roadrunner's December 2012 and August 2013 stock offerings; the impact of Roadrunner's acquisitions; and Roadrunner's expected revenues, diluted income per share available to common stockholders, net income available to common stockholders, and weighted average diluted shares outstanding for the fourth quarter of 2013. These statements reflect Roadrunner's current expectations, and Roadrunner does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other company statements will not be realized. Furthermore, readers are cautioned that these statements involve risks and uncertainties, many of which are beyond Roadrunner's control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the integration of acquired companies, competition in the transportation industry, the impact of the current economic environment, Roadrunner's dependence upon purchased power, the unpredictability of and potential fluctuation in the price and availability of fuel, the effects of governmental and environmental regulations, insurance in excess of prior experience levels, and other "Risk Factors" set forth in Roadrunner's most recent SEC filings.

(Tables Follow)

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Revenues	$	363,156	$	279,165	$	994,444	$	778,284
Operating expenses:
Purchased transportation costs	253,158		196,042		687,422		548,947
Personnel and related benefits	39,816		30,331		111,342		86,027
Other operating expenses	41,933		31,883		116,405		84,895
Depreciation and amortization	4,029		2,424		11,230		6,509
Acquisition transaction expenses	561		480		851		688
Total operating expenses	339,497		261,160		927,250		727,066
Operating income	23,659		18,005		67,194		51,218
Interest expense:
Interest on long-term debt	2,078		1,943		5,563		5,812
Dividends on preferred stock subject to mandatory redemption	—		—		—		49
Total interest expense	2,078		1,943		5,563		5,861
Income before provision for income taxes	21,581		16,062		61,631		45,357
Provision for income taxes	8,351		6,190		23,849		17,354
Net income available to common stockholders	$	13,230	$	9,872	$	37,782	$	28,003
Earnings per share available to common stockholders:
Basic	$	0.36	$	0.32	$	1.06	$	0.91
Diluted	$	0.35	$	0.31	$	1.01	$	0.87
Weighted average common stock outstanding:
Basic	36,407		30,859		35,666		30,808
Diluted	38,191		32,260		37,469		32,220

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	September 30, 2013		December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	8,757	$	11,908
Accounts receivable, net of allowances of $2,403 and $1,476, respectively	170,792		122,947
Deferred income taxes	2,774		3,800
Prepaid expenses and other current assets	23,525		26,461
Total current assets	205,848		165,116
Property and equipment, net of accumulated depreciation of $29,141 and $20,108, respectively	96,234		68,576
Other assets:
Goodwill	515,862		442,143
Intangible assets, net	24,607		12,710
Other noncurrent assets	11,690		12,263
Total other assets	552,159		467,116
Total assets	$	854,241	$	700,808
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Current maturities of long-term debt	$	9,844	$	17,000
Accounts payable	68,184		54,887
Accrued expenses and other liabilities	29,908		29,132
Total current liabilities	107,936		101,019
Long-term debt, net of current maturities	195,969		144,500
Other long-term liabilities	62,591		63,210
Total liabilities	366,496		308,729
Stockholders’ investment:
Common stock $.01 par value; 100,000 shares authorized; 37,480 and 34,371 shares issued and outstanding	375		344
Additional paid-in capital	382,887		325,034
Retained earnings	104,483		66,701
Total stockholders’ investment	487,745		392,079
Total liabilities and stockholders’ investment	$	854,241	$	700,808

Contact

Roadrunner Transportation Systems, Inc.

Peter Armbruster

Chief Financial Officer

414-615-1648

Vollrath Associates, Inc.

Marilyn Vollrath

414-221-0210

ir@rrts.com