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

July 30, 2014

Date of report (Date of earliest event reported)

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

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

(414) 615-1500

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

SIGNATURES

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

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

EXHIBIT INDEX

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

EX-99.1

FOR IMMEDIATE RELEASE

ROADRUNNER TRANSPORTATION SYSTEMS REPORTS

SECOND QUARTER 2014 RESULTS AND ANNOUNCES

THIRD QUARTER 2014 GUIDANCE

Cudahy, WI - July 30, 2014 - Roadrunner Transportation Systems, Inc. (NYSE: RRTS), a leading asset-light transportation and logistics service provider, today reported financial results for the three and six months ended June 30, 2014.

Revenues for the quarter ended June 30, 2014 increased 38.6% to $460.2 million from $331.9 million for the quarter ended June 30, 2013. Second quarter 2014 net income available to common stockholders was $14.8 million compared with $14.0 million in the prior year quarter. Second quarter 2014 diluted income per share available to common stockholders was $0.38 compared with $0.37 in the prior year quarter.

Roadrunner's August 2013 stock offering increased the weighted averaged diluted shares outstanding for the quarter ended June 30, 2014 by approximately 1.5 million shares and impacted diluted income per share available to common stockholders by $0.01 from the prior year quarter.

Roadrunner's summary financial results for the three and six months ended June 30 are highlighted below.

	Three Months Ended				Six Months Ended
(In thousands, except per share data)	June 30,				June 30,
	2014		2013		2014		2013
Revenues	$	460,181	$	331,908	$	842,211	$	631,288
Purchased transportation cost	$	315,334	$	227,922	$	579,352	$	434,264
Depreciation and amortization	5,726		3,846		10,469		7,201
Other operating expenses	112,168		75,452		205,819		145,998
Acquisition transaction expenses	—		290		379		290
Operating income	$	26,953	$	24,398	$	46,192	$	43,535
Net income available to common stockholders	14,768		13,970		25,182		24,552
Weighted average diluted shares outstanding	39,330		37,307		39,254		37,051
Diluted income per share available to common stockholders	$	0.38	$	0.37	$	0.64	$	0.66

Roadrunner's earnings before interest, taxes, depreciation, and amortization ("EBITDA"), a non-GAAP financial measure, of $32.7 million for the quarter ended June 30, 2014 represents an increase of 15.7% from EBITDA of $28.2 million for the quarter ended June 30, 2013. A reconciliation of net income to EBITDA is provided below.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
	(In thousands)
Net income	$	14,768	$	13,970	$	25,182	$	24,552
Plus: Provision for income taxes	9,326		8,818		15,901		15,498
Plus: Total interest expense	2,859		1,610		5,109		3,485
Plus: Depreciation and amortization	5,726		3,846		10,469		7,201
EBITDA	$	32,679	$	28,244	$	56,661	$	50,736

Second Quarter 2014 Results

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

“We were pleased with our second quarter results for revenue and operating income in our TL and TMS segments, which had record revenue and operating income for the quarter. Our TL segment surpassed its previous record quarter for revenue by 19.0% and its previous record quarter for operating income by 34.2% Our TMS segment surpassed its previous record quarter for revenue by 44.5% and its previous record quarter for operating income by 31.4%. Our LTL business is undergoing a transition phase and shift in freight mix that impacted our LTL operating results for the first half of 2014. We are optimistic that the changes and leadership transition we are undergoing in LTL will set the stage for long-term growth in this core segment. Overall, organic and acquisition growth led to a 38.6% increase in second quarter 2014revenues and a 15.7% improvement in EBITDA.

“Revenues for TL, our largest revenue segment, grew by $69.6 million, or 43.1%, during the second quarter of 2014 from the prior year second quarter. Incremental revenues from our 2013 and 2014 acquisitions accounted for $48.9 million of the increase, with the remaining $20.7 million representing 12.8% organic growth. The positive impact of our recent TL acquisitions and organic revenue growth led to a 41.5% increase in TL operating income quarter-over-quarter.

“LTL revenues grew by $3.6 million, or 2.5%, during the second quarter of 2014 from the prior year second quarter. Our LTL operating ratio deteriorated from 91.9% in the second quarter of 2013 to 94.7% in the second quarter of 2014. The primary factors contributing to the increased LTL operating ratio were increased purchased power rates, a shift in business to non-metro area delivery zones with higher delivery costs, and increased insurance and claims expense in the second quarter 2014 compared to the second quarter of 2013.

“TMS revenue grew by $54.9 million, or 203.4%, during the second quarter of 2014 from the prior year second quarter, primarily as a result of our acquisitions of Adrian Carriers, Marisol International, and Unitrans. The positive impact of our recent TMS acquisitions led to a 53.5% increase in TMS operating income quarter-over-quarter."

Third Quarter 2014 Guidance

Commenting on guidance for the third quarter of 2014, Peter Armbruster, CFO of Roadrunner, said, “We anticipate our revenues for the third quarter to be in the range of $455 million to $480 million, representing an increase of 25% to 32% from the third quarter of 2013. We expect diluted income per share available to common stockholders to be between $0.37 and $0.41, compared with diluted income per share available to common stockholders of $0.35 in the prior year quarter."

Second Quarter 2014 Segment Information

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

TL revenues increased 43.1% to $230.8 million for the second quarter of 2014 from $161.2 million for the second quarter of 2013. The improvement was primarily due to increased load growth, increased utilization of Roadrunner's TL brokerage agent network, and the acquisitions of Wando Trucking, TA Drayage, G.W. Palmer Logistics, Yes Trans, and Rich Logistics. For the second quarter of 2014, these acquisitions collectively contributed incremental TL revenues of $48.9 million. TL operating income was $16.1 million, or 7.0% of TL revenues, for the second quarter of 2014 compared with $11.4 million, or 7.0% of TL revenues, for the second quarter of 2013.

LTL revenues, including fuel, increased 2.5% to $150.2 million for the second quarter of 2014 from $146.5 million for the second quarter of 2013. LTL operating income was $7.9 million, or 5.3% of LTL revenues,

for the second quarter of 2014 compared with $11.8 million, or 8.1% of LTL revenues, for the second quarter of 2013.

Summary LTL operating statistics for the three and six months ended June 30 are shown below.

	Three Months Ended June 30,						Six Months Ended June 30,
	2014		2013		% Change		2014		2013		% Change
Operating ratio	94.7		91.9				94.9		92.6
Tonnage (in thousands of tons)	406.0		404.3		0.4	%	786.5		774.3		1.6	%
Shipments (in thousands)	635.1		628.2		1.1	%	1,217.3		1,200.2		1.4	%
Revenue per hundredweight (incl. fuel)	$	18.38	$	17.88	2.8	%	$	18.12	$	17.90	1.2	%
Revenue per hundredweight (excl. fuel)	$	15.09	$	14.69	2.7	%	$	14.87	$	14.66	1.4	%
Weight per shipment (lbs.)	1,279		1,287		(0.6	%)	1,292		1,290		0.2	%
Linehaul cost per mile (excl. fuel)	$	1.28	$	1.23	4.1	%	$	1.27	$	1.24	2.4	%
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.

TMS revenues increased 203.4% to $81.8 million for the second quarter of 2014 from $27.0 million for the second quarter of 2013. The improvement in revenue was primarily due to the acquisitions of Adrian Carriers, Marisol International, and Unitrans. For the second quarter of 2014, these acquisitions collectively contributed incremental TMS revenues of $55.2 million. TMS operating income was $6.1 million, or 7.4% of TMS revenues, for the second quarter of 2014, compared with $4.0 million, or 14.7% of TMS revenues, for the second quarter of 2013.

Conference Call

A conference call is scheduled for Wednesday, July 30, 2014 at 4:30 p.m. Eastern Time. To access the conference call, please dial 866-318-8617 (U.S.) or 617-399-5136 (International) approximately 10 minutes prior to the start of the call. Callers will be prompted for passcode 50786673. The conference call will also be available via live webcast under the Investor Relations section of Roadrunner's website, www.rrts.com.

If you are unable to listen to the live call, a replay will be available through Wednesday, August 6, 2014, and can be accessed by dialing 888-286-8010 (U.S.) or 617-801-6888 (International). Callers will be prompted for passcode 69200729. 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, truckload logistics, transportation management solutions, 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; the transition phase and shift in freight mix in Roadrunner's LTL business; Roadrunner's optimism that the changes and leadership transition in its LTL business will set the stage for long-term growth in its LTL segment; Roadrunner's organic and acquisition related growth; the impact of Roadrunner's acquisitions; and Roadrunner's expected revenues, diluted income per share available to common stockholders, and weighted average diluted shares outstanding for the third quarter of 2014. These statements reflect Roadrunner's current expectations, and Roadrunner does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other company statements will not be realized. Furthermore, readers are cautioned that these statements involve risks and uncertainties, many of which are beyond Roadrunner's control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to one or more significant claims and the cost of maintaining insurance, including increased premiums and insurance in excess of prior experience levels; the cost of compliance with, liability for violations of, or modifications to existing or future governmental regulations; the effect of environmental regulations; a decrease in the levels of capacity in the over-the-road freight sector; Roadrunner’s ability to execute its acquisition strategy and to integrate acquired companies; Roadrunner’s international operations; Roadrunner’s indebtedness and compliance with the covenants in its senior credit facility; the unpredictability of and potential fluctuation in the price and availability of fuel; the current economic environment; competition in the transportation industry; Roadrunner’s reliance on independent contractors to provide transportation services to its customers; and other "Risk Factors" set forth in Roadrunner's most recent SEC filings.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Revenues	$	460,181	$	331,908	$	842,211	$	631,288
Operating expenses:
Purchased transportation costs	315,334		227,922		579,352		434,264
Personnel and related benefits	50,109		36,670		93,041		71,526
Other operating expenses	62,059		38,782		112,778		74,472
Depreciation and amortization	5,726		3,846		10,469		7,201
Acquisition transaction expenses	—		290		379		290
Total operating expenses	433,228		307,510		796,019		587,753
Operating income	26,953		24,398		46,192		43,535
Interest expense	2,859		1,610		5,109		3,485
Income before provision for income taxes	24,094		22,788		41,083		40,050
Provision for income taxes	9,326		8,818		15,901		15,498
Net income available to common stockholders	$	14,768	$	13,970	$	25,182	$	24,552
Earnings per share available to common stockholders:
Basic	$	0.39	$	0.39	$	0.67	$	0.70
Diluted	$	0.38	$	0.37	$	0.64	$	0.66
Weighted average common stock outstanding:
Basic	37,868		35,585		37,779		35,289
Diluted	39,330		37,307		39,254		37,051

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	June 30, 2014		December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	8,341	$	5,438
Accounts receivable, net of allowances of $3,372 and $2,957, respectively	232,648		171,165
Deferred income taxes	1,354		1,847
Prepaid expenses and other current assets	34,974		35,010
Total current assets	277,317		213,460
Property and equipment, net of accumulated depreciation of $38,149 and $30,869, respectively	124,556		96,558
Other assets:
Goodwill and intangible assets, net	622,849		550,106
Other noncurrent assets	11,588		11,756
Total other assets	634,437		561,862
Total assets	$	1,036,310	$	871,880
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Current maturities of long-term debt	$	13,125	$	10,938
Accounts payable	81,466		67,141
Accrued expenses and other liabilities	35,254		33,271
Total current liabilities	129,845		111,350
Long-term debt, net of current maturities	297,989		181,702
Other long-term liabilities	77,712		78,463
Total liabilities	505,546		371,515
Stockholders’ investment:
Common stock $.01 par value; 100,000 shares authorized; 37,908 and 37,564 shares issued and outstanding	379		376
Additional paid-in capital	389,506		384,292
Retained earnings	140,879		115,697
Total stockholders’ investment	530,764		500,365
Total liabilities and stockholders’ investment	$	1,036,310	$	871,880

Contact

Roadrunner Transportation Systems, Inc.

Peter Armbruster

Chief Financial Officer

414-615-1648

Vollrath Associates, Inc.

Marilyn Vollrath

414-221-0210

ir@rrts.com