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, 2015

Commission File Number 001-34734

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-2454942
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
4900 S. Pennsylvania Ave. Cudahy, Wisconsin	53110
(Address of Principal Executive Offices)	(Zip Code)

(414) 615-1500

(Registrant’s telephone number, including area code)

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

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

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

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

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

As of July 31, 2015, there were outstanding 38,265,485 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, 2015

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements (Unaudited)	1
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Cash Flows	3
Notes to Unaudited Condensed Consolidated Financial Statements	4
Item  2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures about Market Risk	19
Item 4. Controls and Procedures	19
PART II. OTHER INFORMATION	20
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 6. Exhibits	20
Signatures	21

PART I - FINANCIAL INFORMATION

ITEM 1. FINANACIAL STATEMENTS.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	June 30, 2015		December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	6,463	$	11,345
Accounts receivable, net of allowances of $4,679 and $4,209, respectively	311,303		284,379
Deferred income taxes	7,644		8,607
Prepaid expenses and other current assets	43,514		46,658
Total current assets	368,924		350,989
Property and equipment, net of accumulated depreciation of $56,211 and $47,629, respectively	168,084		146,850
Other assets:
Goodwill	670,077		669,652
Intangible assets, net	75,786		79,878
Other noncurrent assets	10,614		10,451
Total other assets	756,477		759,981
Total assets	$	1,293,485	$	1,257,820
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Current maturities of long-term debt	$	10,000	$	10,000
Accounts payable	113,240		118,743
Accrued expenses and other liabilities	47,195		42,352
Total current liabilities	170,435		171,095
Long-term debt, net of current maturities	420,000		420,000
Other long-term liabilities	108,238		107,950
Total liabilities	698,673		699,045
Commitments and contingencies (Note 10)
Stockholders’ investment:
Common stock $.01 par value; 100,000 shares authorized; 38,260 and 37,925 shares issued and outstanding	383		379
Additional paid-in capital	396,683		390,725
Retained earnings	197,746		167,671
Total stockholders’ investment	594,812		558,775
Total liabilities and stockholders’ investment	$	1,293,485	$	1,257,820

See accompanying notes to unaudited condensed consolidated financial statements.

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ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Revenues	$	517,930	$	460,181	$	1,006,900	$	842,211
Operating expenses:
Purchased transportation costs	346,073		315,334		674,564		579,352
Personnel and related benefits	65,794		50,109		127,849		93,041
Other operating expenses	67,286		62,059		132,031		112,778
Depreciation and amortization	7,535		5,726		14,412		10,469
Acquisition transaction expenses	—		—		—		379
Total operating expenses	486,688		433,228		948,856		796,019
Operating income	31,242		26,953		58,044		46,192
Interest expense	4,373		2,859		8,982		5,109
Income before provision for income taxes	26,869		24,094		49,062		41,083
Provision for income taxes	10,398		9,326		18,987		15,901
Net income available to common stockholders	$	16,471	$	14,768	$	30,075	$	25,182
Earnings per share available to common stockholders:
Basic	$	0.43	$	0.39	$	0.79	$	0.67
Diluted	$	0.42	$	0.38	$	0.76	$	0.64
Weighted average common stock outstanding:
Basic	38,170		37,868		38,090		37,779
Diluted	39,524		39,330		39,432		39,254

See accompanying notes to unaudited condensed consolidated financial statements.

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ROADRUNNER TRANSPORTATION SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	30,075		$	25,182
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,511			11,291
Loss (gain) on disposal of property and equipment	50			(136		)
Share-based compensation	1,621			1,123
Provision for bad debts	1,044			905
Excess tax benefit on share-based compensation	(1,191		)	(1,366		)
Deferred tax provision	1,366			3,234
Changes in:
Accounts receivable	(27,968		)	(36,769		)
Prepaid expenses and other assets	2,392			615
Accounts payable	(5,502		)	885
Accrued expenses and other liabilities	2,565			(1,460		)
Net cash provided by operating activities	19,963			3,504
Cash flows from investing activities:
Acquisition of business, net of cash acquired	(87		)	(100,810		)
Capital expenditures	(27,714		)	(20,463		)
Proceeds from sale of buildings and equipment	1,996			2,843
Net cash used in investing activities	(25,805		)	(118,430		)
Cash flows from financing activities:
Borrowings under revolving credit facilities	96,807			184,868
Payments under revolving credit facilities	(91,807		)	(62,019		)
Long-term debt payments	(5,000		)	(4,375		)
Debt issuance cost	(8		)	108
Payments of contingent earnouts	(3,317		)	(4,804		)
Proceeds from issuance of common stock, net of issuance costs	3,150			2,727
Excess tax benefit on share-based compensation	1,191			1,366
Reduction of capital lease obligation	(56		)	(42		)
Net cash provided by financing activities	960			117,829
Net (decrease) increase in cash and cash equivalents	(4,882		)	2,903
Cash and cash equivalents:
Beginning of period	11,345			5,438
End of period	$	6,463		$	8,341
Supplemental cash flow information:
Cash paid for interest	$	7,897		$	4,425
Cash paid for income taxes, net	$	9,080		$	6,914
Non-cash capital leases and other obligations to acquire assets	$	6,476		$	1,018

See accompanying notes to unaudited condensed consolidated financial statements.

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Roadrunner Transportation Systems, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization, Nature of Business and Significant Accounting Policies

Nature of Business

Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 46 TL service centers, five freight consolidation and inventory management centers, and 24 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 45 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its TMS business, the Company operates from 11 service centers and nine dispatch offices throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States.

Principles of Consolidation

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

Use of Estimates

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

Segment Reporting

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

New Accounting Pronouncements

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

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

In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing

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

2. Acquisitions

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

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

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

On August 27, 2014, the Company acquired all of the outstanding stock of Active Aero Group Holdings, Inc. ("Active Aero") for the purpose of expanding its presence within the TL segment. Cash consideration paid was $118.1 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

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

	2014 Acquisitions
Accounts receivable	$	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,349
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	(82,644		)
Total	$	230,905

The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Goodwill associated with the 2014 acquisitions will not be deductible for tax purposes. Purchase accounting is considered final for the 2014 acquisitions of Rich Logistics and Unitrans. Purchase accounting is considered final for the 2014 acquisitions of ISI and Active Aero except for deferred taxes, goodwill, and with respect to certain long-term asset valuations as financial information was not available as of June 30, 2015.

From the dates of acquisition through June 30, 2014, the 2014 acquisitions contributed revenues of $61.7 million and $82.0 million for the three and six months ended June 30, 2014, respectively, and contributed net income of $3.1 million and $5.1 million for the three and six months ended June 30, 2014, respectively, before the incremental acquisition transaction expenses associated with each acquisition. The following supplemental unaudited pro forma financial information of the Company for the three and six months ended June 30, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands).

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2014		2014
Revenues	$	525,337	$	1,021,699
Net income	$	15,978	$	30,386

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

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3. Goodwill and Intangible Assets

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

The following is a rollforward of goodwill from December 31, 2014 to June 30, 2015 by reportable segment (in thousands):

	TL		LTL		TMS		Total
Goodwill balance as of December 31, 2014	$	319,051	$	197,312	$	153,289	$	669,652
Adjustments to goodwill for purchase accounting	425		—		—		425
Goodwill balance as of June 30, 2015	$	319,476	$	197,312	$	153,289	$	670,077

Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets as of June 30, 2015 and December 31, 2014 were as follows (in thousands):

	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
TL	$	60,173	$	(11,037	)	$	49,136	$	60,173	$	(8,356	)	$	51,817
LTL	1,358		(983		)	375		1,358		(950		)	408
TMS	31,522		(5,247		)	26,275		31,522		(3,869		)	27,653
Total	$	93,053	$	(17,267	)	$	75,786	$	93,053	$	(13,175	)	$	79,878

The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $2.0 million and $1.0 million for the three months ended June 30, 2015 and 2014, respectively, and $4.1 million and $1.9 million for the six months ended June 30, 2015 and 2014, respectively. Estimated amortization expense for each of the next five years based on intangible assets as of June 30, 2015 is as follows (in thousands):

Remainder 2015	$	4,092
2016	8,205
2017	8,085
2018	7,821
2019	7,517
2020	7,145
Thereafter	32,921
Total	$	75,786

4. Fair Value Measurement

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

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

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

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

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

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The contingent purchase price related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value. The following table presents information, as of June 30, 2015 and December 31, 2014, about the Company’s financial liabilities (in thousands):

	June 30, 2015
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	3,481	$	3,481
Total liabilities at fair value	$	—	$	—	$	3,481	$	3,481

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

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

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and six months ended June 30, 2015 and 2014 and the year ended December 31, 2014 (in thousands):

	Three Months Ended						Six Months Ended						Year Ended
	June 30,						June 30,						December 31,
	2015			2014			2015			2014			2014
Balance, beginning of period	$	5,708		$	17,249		$	7,665		$	17,054		$	17,054
Payments of contingent purchase obligations	(1,360		)	(4,804		)	(3,317		)	(4,804		)	(4,804		)
Adjustments to contingent purchase obligations	(867		)	(719		)	(867		)	(524		)	(4,585		)
Balance, end of period	$	3,481		$	11,726		$	3,481		$	11,726		$	7,665

5. Long-Term Debt

Long-term debt as of June 30, 2015 and December 31, 2014 consisted of the following (in thousands):

	June 30, 2015			December 31, 2014
Senior debt:
Revolving credit facility	$	240,000		$	235,000
Term loan	190,000			195,000
Total debt	430,000			430,000
Less: Current maturities	(10,000		)	(10,000		)
Total long-term debt, net of current maturities	$	420,000		$	420,000

On July 9, 2014, the Company entered into a fifth amended and restated credit agreement (the "credit agreement") with U.S. Bank National Association and other lenders, which increased the revolving credit facility from $200.0 million to $350.0 million and the term loan from $175.0 million to $200.0 million. The credit facility matures on July 9, 2019. Principal on the term loan is due in quarterly installments of $2.5 million. The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy as defined in Note 4. The carrying value of the Company's long-term debt approximates fair value as the debt agreement bears interest based on prevailing variable market rates currently available. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. Additionally, the credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The current debt agreement prohibits the Company from paying dividends without the consent of the lenders. Borrowings under the credit agreement bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.0%, or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.0%. The revolving credit facility also provides for the issuance of up to $30.0 million in letters of credit. As of June 30, 2015,

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the Company had outstanding letters of credit totaling $20.7 million. As of June 30, 2015, total availability under the revolving credit facility was $89.3 million and the average interest rate on the credit agreement was 3.2%.

6. Stockholders’ Investment

Changes in stockholders’ investment for the three and six months ended June 30, 2015 and 2014 consisted of the following (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Beginning balance	$	575,325	$	514,694	$	558,775	$	500,365
Net income	16,471		14,768		30,075		25,182
Share-based compensation	825		642		1,621		1,123
Issuance of common stock from share-based compensation	1,811		325		3,150		2,727
Excess tax benefit on share-based compensation	380		335		1,191		1,367
Ending balance	$	594,812	$	530,764	$	594,812	$	530,764

7. Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For the three and six months ended June 30, 2015 and 2014, diluted earnings per share was calculated by dividing net income available to common stockholders by the weighted average common stock outstanding plus stock equivalents that would arise from the assumed exercise of stock options, the conversion of warrants, and the delivery of stock underlying restricted stock units using the treasury stock method. There is no difference, for any of the periods presented, in the amount of net income available to common stockholders used in the computation of basic and diluted earnings per share.

As of June 30, 2015 and 2014, all stock options, warrants, and restricted stock units were included in the computation of diluted earnings per share. The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands):

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2015	2014	2015	2014
Basic weighted average common stock outstanding	38,170	37,868	38,090	37,779
Effect of dilutive securities
Employee stock options	93	180	109	201
Warrants	1,220	1,238	1,180	1,220
Restricted stock units	41	44	53	54
Diluted weighted average common stock outstanding	39,524	39,330	39,432	39,254

8. Income Taxes

The effective income tax rate was 38.7% for both the three and six months ended June 30, 2015 and 2014. In determining the provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and the Company's best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, and adjustments for permanent differences.

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9. Guarantees

The Company provides a guarantee for a portion of the value of certain independent contractors' ("IC") leased tractors.  The guarantees expire at various dates through 2020.  The potential maximum exposure under these lease guarantees was approximately $17.8 million as of June 30, 2015.  The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of June 30, 2015.  However, upon an IC default, the Company has the option to purchase the tractor or return the tractor to the leasing company if the residual value is greater than the Company’s guarantee. Alternatively, the Company can contract another IC to assume the lease.  There were no material IC defaults during the three and six months ended June 30, 2015 and 2014. Payments made by the Company under the guarantees were de minimis for the three and six months ended June 30, 2015 and 2014. No liability related to these lease guarantees was recorded as of June 30, 2015 or December 31, 2014.

10. Commitments and Contingencies

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 liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company believes it has adequate insurance to cover losses in excess of the deductible amount. As of June 30, 2015 and December 31, 2014, the Company had reserves for estimated uninsured losses of $5.9 million and $5.8 million, respectively.

In addition to the legal proceedings described above, like many others in the transportation services industry, the Company is a defendant in three purported class-action lawsuits in California alleging violations of various California labor laws. The plaintiffs in each of these lawsuits seek to recover unspecified monetary damages and other items. In addition, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company on behalf of six individuals alleging that the Company violated California labor laws. Given the early stage of all of the proceedings described in this paragraph, the Company is not able to assess with certainty the outcome of these proceedings or the amount or range of potential damages or future payments associated with these proceedings at this time. The Company believes it has meritorious defenses to these actions and intends to defend these proceedings vigorously. However, any legal proceeding is subject to inherent uncertainties, and the Company cannot assure you that the expenses associated with defending these actions or their resolution will not have a material adverse effect on its business, operating results, or financial condition.

11. Related Party Transactions

The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) to pay transaction fees and an annual advisory fee of $0.1 million. The Company paid an aggregate of $0.1 million to HCI for the advisory fee and travel expenses during the three and six months ended June 30, 2015. No money was paid to HCI for the three and six months ended June 30, 2014.

12. Segment Reporting

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

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

9

The following table reflects certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2015 and 2014 and as of June 30, 2015 and December 31, 2014 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenues:
TL	$	295,465		$	230,789		$	577,663		$	424,674
LTL	138,943			150,162			270,588			285,163
TMS	89,706			81,829			171,735			138,455
Eliminations	(6,184		)	(2,599		)	(13,086		)	(6,081		)
Total	517,930			460,181			1,006,900			842,211
Operating income:
TL	$	20,538		$	16,061		$	36,443		$	28,026
LTL	8,367			7,931			17,026			14,676
TMS	7,680			6,089			13,511			9,565
Corporate	(5,343		)	(3,128		)	(8,936		)	(6,075		)
Total operating income	31,242			26,953			58,044			46,192
Interest expense	4,373			2,859			8,982			5,109
Income before provision for income taxes	$	26,869		$	24,094		$	49,062		$	41,083
Depreciation and amortization:
TL	$	5,465		$	3,602		$	10,178		$	6,784
LTL	737			962			1,572			1,619
TMS	996			749			1,997			1,467
Corporate	337			413			665			599
Total	$	7,535		$	5,726		$	14,412		$	10,469
Capital expenditures(1) (2):
TL	$	7,457		$	6,842		$	21,619		$	16,259
LTL	3,447			468			4,271			2,179
TMS	287			814			448			1,017
Corporate	7,166			1,156			7,852			2,026
Total	$	18,357		$	9,280		$	34,190		$	21,481

(1) The total capital expenditures for the three and six months ended June 30, 2015 and June 30, 2014 includes both cash and non-cash portions as reflected in the Condensed Consolidated Statements of Cash Flows.

(2) Certain capital expenditures were reclassified between segments to conform with current period presentation.  This change in presentation had no effect on our prior year condensed consolidated results of operations, financial condition, or cash flows.

	June 30, 2015			December 31, 2014
Assets:
TL	$	749,635		$	691,096
LTL	744,880			782,268
TMS	255,636			242,512
Corporate	12,082			4,919
Eliminations	(468,748		)	(462,975		)
	$	1,293,485		$	1,257,820

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13. Subsequent Events

On July 28, 2015, the Company acquired all of the outstanding partnership interests of Stagecoach Cartage and Distribution LP for a total purchase price of $35.0 million, plus an earnout capped at $5.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

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

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

Overview

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

We have three operating segments:

Truckload Logistics. Within our TL business, we arrange the pickup, delivery, freight consolidation, and inventory management of TL freight through our network of 46 TL service centers, five freight consolidation and inventory management centers, 24 company dispatch offices, and over 100 independent brokerage agents located throughout the United States and Canada. We offer temperature-controlled, dry van, intermodal drayage, and flatbed services and specialize in the transport of refrigerated foods, poultry, and beverages. We also offer on-demand expedited services. We believe this specialization provides consistent shipping volume year-over-year.

Less-than-Truckload. Our LTL business involves the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments throughout the United States and into Mexico, Puerto Rico, and Canada. With a network of 45 LTL service centers and over 160 third-party delivery agents, we employ a point-to-point LTL model that we believe serves as a competitive advantage over the traditional hub and spoke LTL model in terms of faster transit times, lower incidence of damage, and reduced fuel consumption.

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

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

11

shipment, in addition to transaction or service fees appropriate for the solution we have provided to meet a specific customer’s needs.

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

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

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

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

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

Recent Acquisitions

On July 28, 2015, we acquired all of the outstanding partnership interests of Stagecoach Cartage and Distribution LP ("Stagecoach") for the purpose of expanding our presence within the TL segment. Headquartered in Texas, Stagecoach provides regional, intermodal, and over-the-road truckload services throughout the southwestern United States and Mexico. Stagecoach also provides warehousing and transloading solutions to customers through its network of strategically located facilities in southcentral and west Texas.

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Results of Operations

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

	Three Months Ended										Six Months Ended
	June 30,										June 30,
	2015					2014					2015					2014
	(In thousands, except for %’s)
	$			% of Revenues		$			% of Revenues		$			% of Revenues		$			% of Revenues
Revenues:
TL	$	295,465		57.0	%	$	230,789		50.2	%	$	577,663		57.4	%	$	424,674		50.4	%
LTL	138,943			26.8	%	150,162			32.6	%	270,588			26.9	%	285,163			33.9	%
TMS	89,706			17.3	%	81,829			17.8	%	171,735			17.1	%	138,455			16.4	%
Eliminations	(6,184		)	(1.2	)%	(2,599		)	(0.6	)%	(13,086		)	(1.3	)%	(6,081		)	(0.7	)%
Total	517,930			100.0	%	460,181			100.0	%	1,006,900			100.0	%	842,211			100.0	%
Purchased transportation costs:
TL	188,657			63.9	%	148,687			64.4	%	372,427			64.5	%	278,597			65.6	%
LTL	96,383			69.4	%	109,212			72.7	%	186,677			69.0	%	206,041			72.3	%
TMS	67,217			74.9	%	60,034			73.4	%	128,546			74.9	%	100,795			72.8	%
Eliminations	(6,184		)	(1.2	)%	(2,599		)	(0.6	)%	(13,086		)	(1.3	)%	(6,081		)	(0.7	)%
Total	346,073			66.8	%	315,334			68.5	%	674,564			67.0	%	579,352			68.8	%
Other operating expenses (1):
TL	80,805			27.3	%	62,439			27.1	%	158,615			27.5	%	111,267			26.2	%
LTL	33,456			24.1	%	32,057			21.3	%	65,313			24.1	%	62,827			22.0	%
TMS	13,813			15.4	%	14,957			18.3	%	27,681			16.1	%	26,628			19.2	%
Corporate	5,006			1.0	%	2,715			0.6	%	8,271			0.8	%	5,476			0.7	%
Total	133,080			25.7	%	112,168			24.4	%	259,880			25.8	%	206,198			24.5	%
Depreciation and amortization:
TL	5,465			1.8	%	3,602			1.6	%	10,178			1.8	%	6,784			1.6	%
LTL	737			0.5	%	962			0.6	%	1,572			0.6	%	1,619			0.6	%
TMS	996			1.1	%	749			0.9	%	1,997			1.2	%	1,467			1.1	%
Corporate	337			0.1	%	413			0.1	%	665			0.1	%	599			0.1	%
Total	7,535			1.5	%	5,726			1.2	%	14,412			1.4	%	10,469			1.2	%
Operating income:
TL	20,538			7.0	%	16,061			7.0	%	36,443			6.3	%	28,026			6.6	%
LTL	8,367			6.0	%	7,931			5.3	%	17,026			6.3	%	14,676			5.1	%
TMS	7,680			8.6	%	6,089			7.4	%	13,511			7.9	%	9,565			6.9	%
Corporate	(5,343		)	(1.0	)%	(3,128		)	(0.7	)%	(8,936		)	(0.9	)%	(6,075		)	(0.7	)%
Total	31,242			6.0	%	26,953			5.9	%	58,044			5.8	%	46,192			5.5	%
Interest expense	4,373			0.8	%	2,859			0.6	%	8,982			0.9	%	5,109			0.6	%
Income before provision for income taxes	26,869			5.2	%	24,094			5.2	%	49,062			4.9	%	41,083			4.9	%
Provision for income taxes	10,398			2.0	%	9,326			2.0	%	18,987			1.9	%	15,901			1.9	%
Net income available to common stockholders	$	16,471		3.2	%	$	14,768		3.2	%	$	30,075		3.0	%	$	25,182		3.0	%

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

13

Three Months EndedJune 30, 2015 Compared to Three Months EndedJune 30, 2014

Revenues

Consolidated revenues increased by $57.7 million, or 12.5%, to $517.9 million during the second quarter of 2015 from $460.2 million during the second quarter of 2014, the majority of which was attributable to the impact of our TL acquisitions of ISI and Active Aero.

TL revenues increased by $64.7 million, or 28.0%, to $295.5 million during the second quarter of 2015 from $230.8 million during the second quarter of 2014, primarily due to the acquisitions of ISI and Active Aero.

LTL revenues decreased by $11.3 million, or 7.5%, to $138.9 million during the second quarter of 2015 from $150.2 million during the second quarter of 2014. LTL revenues were impacted quarter-over-quarter by a drop in fuel prices that resulted in an $8.6 million, or 32.2%, decrease in fuel surcharge revenue and an 11.4% reduction in tonnage primarily due to changes in freight mix. These decreases were partially offset by an 11.2% increase in revenue per hundredweight excluding fuel from the prior year second quarter due to improved pricing and positive freight mix changes resulting from our pricing initiatives.

TMS revenues increased by $7.9 million, or 9.6%, to $89.7 million during the second quarter of 2015 from $81.8 million during the second quarter of 2014 due to organic revenue growth.

Purchased Transportation Costs

Consolidated purchased transportation costs increased by $30.8 million, or 9.7%, to $346.1 million during the second quarter of 2015 from $315.3 million during the second quarter of 2014.

TL purchased transportation costs increased by $40.0 million, or 26.9%, to $188.7 million during the second quarter of 2015 from $148.7 million during the second quarter of 2014. This increase was primarily the result of our TL acquisitions of ISI and Active Aero. TL purchased transportation costs as a percentage of TL revenues decreased to 63.9% during the second quarter of 2015 from 64.4% during the second quarter of 2014.

LTL purchased transportation costs decreased by $12.8 million, or 11.7%, to $96.4 million during the second quarter of 2015 from $109.2 million during the second quarter of 2014, and decreased as a percentage of LTL revenues to 69.4% during the second quarter of 2015 from 72.7% during the second quarter of 2014, primarily as a result of the operational and pricing initiatives implemented in December 2014 that continued during the second quarter of 2015. Excluding fuel surcharges, our average linehaul cost per mile decreased to $1.25 during the second quarter of 2015 from $1.28 during the second quarter of 2014.

TMS purchased transportation costs increased by $7.2 million, or 12.0%, to $67.2 million during the second quarter of 2015 from $60.0 million during the second quarter of 2014, and increased as a percentage of TMS revenues to 74.9% during the second quarter of 2015 from 73.4% during the second quarter of 2014.

Other Operating Expenses

Consolidated other operating expenses, which reflect the sum of personnel and related benefits, other operating expenses, and acquisition transaction expenses shown in our unaudited condensed consolidated statements of operations, increased by $20.9 million, or 18.6%, to $133.1 million during the second quarter of 2015 from $112.2 million during the second quarter of 2014.

Within our TL business, other operating expenses increased by $18.4 million, or 29.4%, to $80.8 million during the second quarter of 2015 from $62.4 million during the second quarter of 2014, primarily as a result of our acquisitions of ISI and Active Aero. As a percentage of TL revenues, other operating expenses increased to 27.3% during the second quarter of 2015 from 27.1% during the second quarter of 2014.

Within our LTL business, other operating expenses increased by $1.4 million, or 4.4%, to $33.5 million during the second quarter of 2015 from $32.1 million during the second quarter of 2014, primarily due to a $1.4 million increase in recruiting-type costs. As a percentage of LTL revenues, other operating expenses increased to 24.1% during the second quarter of 2015 from 21.3% during the second quarter of 2014.

Within our TMS business, other operating expenses decreased by $1.2 million, or 7.6%, to $13.8 million during the second quarter of 2015 from $15.0 million during the second quarter of 2014, primarily due to a shift from employee drivers to third party purchase providers which are included in purchase transportation costs. As a percentage of TMS revenues, other operating expenses decreased to 15.4% during the second quarter of 2015 from 18.3% during the second quarter of 2014.

Other operating expenses that were not allocated to our TL, LTL, or TMS businesses increased to $5.0 million during the second quarter of 2015 from $2.7 million during the second quarter of 2014. This increase includes $1.2 million of severance expenses related to the separation with a former company executive officer.

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Depreciation and Amortization

Consolidated depreciation and amortization increased to $7.5 million during the second quarter of 2015 from $5.7 million during the second quarter of 2014, reflecting increases in property, plant, and equipment attributable to our acquisitions and continued revenue growth along with increased amortization of customer relationship intangible assets of $1.0 million. Depreciation and amortization within our TL business increased to $5.5 million during the second quarter of 2015 from $3.6 million during the second quarter of 2014. Within our LTL business, depreciation and amortization decreased to $0.7 million during the second quarter of 2015 from $1.0 million during the second quarter of 2014. Within our TMS business, depreciation and amortization increased to $1.0 million during the second quarter of 2015 from $0.7 million during the second quarter of 2014. Corporate depreciation and amortization decreased to $0.3 million during the second quarter of 2015 from $0.4 million during the second quarter of 2014.

Operating Income

Consolidated operating income was $31.2 million during the second quarter of 2015 compared with $27.0 million during the second quarter of 2014. As a percentage of revenues, operating income increased to 6.0% during the second quarter of 2015 from 5.9% during the second quarter of 2014.

Within our TL business, operating income increased by $4.4 million, or 27.9%, to $20.5 million during the second quarter of 2015 from $16.1 million during the second quarter of 2014. As a percentage of TL revenues, operating income remained constant at 7.0% during the second quarter of 2015 and 2014, primarily as a result of the factors above.

Within our LTL business, operating income increased by $0.5 million, or 5.5%, to $8.4 million during the second quarter of 2015 from $7.9 million during the second quarter of 2014. As a percentage of LTL revenues, operating income increased to 6.0% during the second quarter of 2015 from 5.3% during the second quarter of 2014, primarily as a result of the factors above.

Within our TMS business, operating income increased by $1.6 million, or 26.1%, to $7.7 million during the second quarter of 2015 from $6.1 million during the second quarter of 2014. As a percentage of TMS revenues, operating income increased to 8.6% during the second quarter of 2015 from 7.4% during the second quarter of 2014, primarily as a result of the factors above.

Interest Expense

Interest expense increased to $4.4 million during the second quarter of 2015 from $2.9 million during the second quarter of 2014, primarily as a result of the increased debt resulting from our 2014 TL acquisitions of ISI and Active Aero.

Income Tax

Income tax provision was $10.4 million during the second quarter of 2015 compared to $9.3 million during the second quarter of 2014. The effective tax rate was 38.7% during both the second quarter of 2015 and 2014. The effective income tax rate varies from the federal statutory rate of 35.0% primarily due to state income taxes as well as the impact of items causing permanent differences.

Net Income Available to Common Stockholders

Net income available to common stockholders was $16.5 million during the second quarter of 2015 compared to $14.8 million during the second quarter of 2014.

15

Six Months EndedJune 30, 2015 Compared to Six Months EndedJune 30, 2014

Revenues

Consolidated revenues increased by $164.7 million, or 19.6%, to $1,006.9 million during the first half of 2015 from $842.2 million during the first half of 2014, the majority of which was attributable to the impact of our 2014 acquisitions.

TL revenues increased by $153.0 million, or 36.0%, to $577.7 million during the first half of 2015 from $424.7 million during the first half of 2014, primarily due to the acquisitions of Rich Logistics, ISI, and Active Aero.

LTL revenues decreased by $14.6 million, or 5.1%, to $270.6 million during the first half of 2015 from $285.2 million during the first half of 2014. LTL revenues were impacted year-over-year by a drop in fuel prices that resulted in a $15.8 million, or 30.9%, decrease in fuel surcharge revenue and a 9.8% reduction in tonnage primarily due to changes in freight mix. These decreases were partially offset by a 12.1% increase in revenue per hundredweight excluding fuel from the prior year due to improved pricing and positive freight mix changes resulting from our pricing initiatives.

TMS revenues increased by $33.2 million, or 24.0%, to $171.7 million during the first half of 2015 from $138.5 million during the first half of 2014. This growth was driven by our acquisition of Unitrans and organic growth.

Purchased Transportation Costs

Consolidated purchased transportation costs increased by $95.2 million, or 16.4%, to $674.6 million during the first half of 2015 from $579.4 million during the first half of 2014.

TL purchased transportation costs increased by $93.8 million, or 33.7%, to $372.4 million during the first half of 2015 from $278.6 million during the first half of 2014. This increase was the result of our TL acquisitions of Rich Logistics, ISI, and Active Aero. TL purchased transportation costs as a percentage of TL revenues decreased to 64.5% during the first half of 2015 from 65.6% during the first half of 2014.

LTL purchased transportation costs decreased by $19.3 million, or 9.4%, to $186.7 million during the first half of 2015 from $206.0 million during the first half of 2014, and decreased as a percentage of LTL revenues to 69.0% during the first half of 2015 from 72.3% during the first half of 2014. Excluding fuel surcharges, our average linehaul cost per mile increased to $1.25 during the first half of 2015 from $1.27 during the first half of 2014.

TMS purchased transportation costs increased by $27.7 million, or 27.5%, to $128.5 million during the first half of 2015 from $100.8 million during the first half of 2014, due to our acquisition of Unitrans and organic growth. TMS purchased transportation costs as a percentage of TMS revenues increased to 74.9% during the first half of 2015 from 72.8% during the first half of 2014.

Other Operating Expenses

Consolidated other operating expenses, which reflect the sum of personnel and related benefits, other operating expenses, and acquisition transaction expenses shown in our unaudited condensed consolidated statements of operations, increased by $53.7 million, or 26.0%, to $259.9 million during the first half of 2015 from $206.2 million during the first half of 2014.

Within our TL business, other operating expenses increased by $47.3 million, or 42.6%, to $158.6 million during the first half of 2015 from $111.3 million during the first half of 2014, primarily as a result of our acquisition Rich Logistics, ISI and Active Aero. As a percentage of TL revenues, other operating expenses was 27.5% during the first half of 2015 compared to 26.2% during the first half of 2014.

Within our LTL business, other operating expenses increased by $2.5 million, or 4.0%, to $65.3 million during the first half of 2015 from $62.8 million during the first half of 2014, primarily due to a $1.8 million increase in recruiting-type costs. As a percentage of LTL revenues, other operating expenses increased to 24.1% during the first half of 2015 from 22.0% during the first half of 2014.

Within our TMS business, other operating expenses increased by $1.1 million, or 4.0%, to $27.7 million during the first half of 2015 from $26.6 million during the first half of 2014. TMS other operating expenses, as a percentage of TMS revenues, decreased to 16.1% during the first half of 2015 from 19.2% during the first half of 2014.

Other operating expenses that were not allocated to our TL, LTL, or TMS businesses increased to $8.3 million during the first half of 2015 from $5.5 million during the first half of 2014. This increase includes $1.2 million of severance expenses related to the separation with a former company executive officer. Additionally, the increase was driven by additions to our corporate wide integrated sales team, IT costs to further develop our IT platforms, and the addition of other key management personnel to execute our overall integrated growth strategy.

16

Depreciation and Amortization

Consolidated depreciation and amortization increased to $14.4 million during the first half of 2015 from $10.5 million during the first half of 2014, reflecting increases in property, plant, and equipment attributable to our acquisitions and continued revenue growth along with increased amortization of customer relationship intangible assets of $2.2 million incurred in connection with our 2014 acquisitions. Depreciation and amortization within our TL business increased to $10.2 million during the first half of 2015 from $6.8 million during the first half of 2014. Within our LTL business, depreciation and amortization was $1.6 million during the both the first half of 2015 and 2014. Within our TMS business, depreciation and amortization increased to $2.0 million during the first half of 2015 from $1.5 million during the first half of 2014. At corporate, depreciation and amortization increased to $0.7 million during the first half of 2015 from $0.6 million during the first half of 2014.

Operating Income

Consolidated operating income was $58.0 million during the first half of 2015 compared with $46.2 million during the first half of 2014. As a percentage of revenues, operating income increased to 5.8% during the first half of 2015 from 5.5% during the first half of 2014.

Within our TL business, operating income increased by $8.4 million, or 30.0%, to $36.4 million during the first half of 2015 from $28.0 million during the first half of 2014. As a percentage of TL revenues, operating income decreased to 6.3% during the first half of 2015 from 6.6% during the first half of 2014, primarily as a result of the factors above.

Within our LTL business, operating income increased by $2.3 million, or 16.0%, to $17.0 million during the first half of 2015 from $14.7 million during the first half of 2014. As a percentage of LTL revenues, operating income increased to 6.3% during the first half of 2015 from 5.1% during the first half of 2014, primarily as a result of the factors above.

Within our TMS business, operating income increased by $3.9 million, or 41.3%, to $13.5 million during the first half of 2015 from $9.6 million during the first half of 2014. As a percentage of TMS revenues, operating income increased to 7.9% during the first half of 2015 from 6.9% during the first half of 2014, primarily as a result of the factors above.

Interest Expense

Interest expense increased to $9.0 million during the first half of 2015 from $5.1 million during the first half of 2014, primarily as a result of the increased debt related to our 2014 acquisitions.

Income Tax

Income tax provision was $19.0 million during the first half of 2015 compared to $15.9 million during the first half of 2014. The effective tax rate was 38.7% during both the first half of 2015 and the first half of 2014. The effective income tax rate varies from the federal statutory rate of 35.0% primarily due to state income taxes as well as the impact of items causing permanent differences.

Net Income Available to Common Stockholders

Net income available to common stockholders was $30.1 million during the first half of 2015 compared to $25.2 million during the first half of 2014.

Liquidity and Capital Resources

Our primary sources of cash have been borrowings under our revolving credit facility, cash flows from operations, and proceeds from the sale of our common stock. Our primary cash needs are and have been to execute our acquisition strategy, fund normal working capital requirements, finance capital expenditures, and repay our indebtedness. As of June 30, 2015, we had $6.5 million in cash and cash equivalents, $89.3 million of availability under our credit facility, and $192.0 million in net working capital. As we continue to execute on our acquisition and growth strategy, additional financing may be necessary within the next 12 months.

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

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

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

Our credit agreement contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. In addition, our credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. As of and during the three and six months ended June 30, 2015, we were in compliance with the financial covenants contained in the credit agreement. Our credit agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the credit agreement to be in full force and effect, and a change of control of our business.

Cash Flows

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

	Six Months Ended
	June 30,
	2015			2014
Net cash provided by (used in):
Operating activities	$	19,963		$	3,504
Investing activities	(25,805		)	(118,430		)
Financing activities	960			117,829
Net change in cash and cash equivalents	$	(4,882	)	$	2,903

Cash Flows from Operating Activities

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

The difference between our $30.1 million net income and the $20.0 million cash provided by operating activities during the six months ended June 30, 2015 was primarily attributable to a $28.0 million increase in our accounts receivable, a $2.6 million decrease in accrued expenses, and excess tax benefit on share-based compensation of $1.2 million, which was primarily offset by $15.5 million of depreciation and amortization, a $5.5 million increase in accounts payable, a $2.4 million decrease in our prepaid expenses and other assets, $1.6 million of share-based compensation, deferred tax provision of $1.4 million, $1.0 million of provision for bad debt, and loss on disposal of buildings and equipment of $0.1 million.

Cash Flows from Investing Activities

Cash used in investing activities was $25.8 million during the six months ended June 30, 2015, which reflects $27.7 million of capital expenditures used to support our operations and $0.1 million paid in connection with the purchase price adjustment related to the 2014 acquisition of Active Aero. These payments were offset by the proceeds from the sale of buildings and equipment of $2.0 million.

Cash Flows from Financing Activities

Cash provided by financing activities was $1.0 million during the six months ended June 30, 2015, which primarily reflects proceeds from the issuance of common stock upon the exercise of stock options of $3.2 million and excess tax benefits on share-based compensation of $1.2 million, offset by the payment of contingent earnouts of $3.3 million and the reduction of a capital lease obligation of $0.1 million.

Critical Accounting Policies and Estimates

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Commodity Risk

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

Interest Rate Risk

We have exposure to changes in interest rates on our revolving credit facility and term loan. The interest rate on our revolving credit facility and term loan fluctuate based on the prime rate or LIBOR plus an applicable margin. Assuming our $350.0 million revolving credit facility was fully drawn and taking into consideration the outstanding term loan of $190.0 million as of June 30, 2015, a 1.0% increase in the borrowing rate would increase our annual interest expense by $5.4 million. We do not use derivative financial instruments for speculative trading purposes and are not engaged in any interest rate swap agreements.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2015, our disclosure controls and procedures were effective, with reasonable assurance, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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

Inherent Limitations on Effectiveness of Controls

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

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

In the ordinary course of business, we are 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 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 its consolidated financial statements. We maintain liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. We believes we have adequate insurance to cover losses in excess of the deductible amount. As of June 30, 2015 and December 31, 2014, we had reserves for estimated uninsured losses of $5.9 million and $5.8 million, respectively.

In addition to the legal proceedings described above, like many others in the transportation services industry, we are a defendant in three purported class-action lawsuits in California alleging violations of various California labor laws. The plaintiffs in each of these lawsuits seek to recover unspecified monetary damages and other items. In addition, the California Division of Labor Standards and Enforcement has brought administrative actions against us on behalf of six individuals alleging that we violated California labor laws. Given the early stage of all of the proceedings described in this paragraph, we are not able to assess with certainty the outcome of these proceedings or the amount or range of potential damages or future payments associated with these proceedings at this time. We believe we have meritorious defenses to these actions and intend to defend these proceedings vigorously. However, any legal proceeding is subject to inherent uncertainties, and we cannot assure you that the expenses associated with defending these actions or their resolution will not have a material adverse effect on our business, operating results, or financial condition.

ITEM 1A. RISK FACTORS.

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

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

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
10.27	Separation Agreement and Release, dated June 10, 2015, by and between the Registrant and Brian J. van Helden
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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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 3, 2015	By:	/s/ Mark A. DiBlasi
		Mark A. DiBlasi
		President and Chief Executive Officer (Principal Executive Officer)
Date: August 3, 2015	By:	/s/ Peter R. Armbruster
		Peter R. Armbruster
		Chief Financial Officer, Treasurer, and Secretary (Principal Financial Officer and Principal Accounting Officer)

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EX-10.27

Exhibit 10.27

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement (“Agreement”) is entered into by Brian J. van Helden ("Employee") and Roadrunner Transportation Systems, Inc. (“Employer”) (collectively, "the Parties");

Whereas, Employer has decided to terminate Employee’s employment without Cause;

Whereas, the Parties wish to conclude their employment relationship amicably, with Employee receiving the severance benefits noted in Employee’s March 19, 2010 Employment Terms letter (the “Employment Letter”) with Employer;

Whereas, in connection with his employment with Employer, Employer granted to Employee pursuant to Employer’s 2010 Incentive Compensation Plan (the “Plan”) a stock option (the “Stock Option”) to purchase 189,702 shares of Employer’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to a Stock Option and Shareholders’ Agreement dated April 9, 2007, between Employer and Employee (the “Option Agreement”);

Whereas, in connection with his employment with Employer, Employer granted to Employee pursuant to the Plan (i) 6,447 restricted Stock Units pursuant to a Restricted Stock Unit Agreement dated on or about March 1, 2011, (ii) 7,259 restricted Stock Units pursuant to a Restricted Stock Unit Agreement dated on or about February 22, 2012, (iii) 10,704 restricted Stock Units pursuant to a Restricted Stock Unit Agreement dated on or about February 20, 2013, and (iv) 12,490 Restricted Stock Units pursuant to a Restricted Stock Unit Agreement dated on or about February 21, 2014 (such restricted Stock Units, collectively, the “RSUs,” and such Restricted Stock Unit Agreements, collectively, the “RSU Agreements”);

Whereas, in connection with his employment with Employer, Employer granted to Employee pursuant to the Plan a target number of 19,642 performance-based Restricted Stock Units (the “PRUs”) pursuant to a Performance Restricted Stock Unit Agreement dated on or about February 18, 2015 (the “PRU Agreement”);

NOW, THEREFORE, it is hereby agreed by and between the Parties as follows:

1. Termination of Employment Relationship

Employee was provided with written notice effective June 9, 2015 that his employment with Employer will terminate effective immediately on June 9, 2015 (“Separation Date”). Employer agrees to provide Employee ninety (90) days’ pay following the Separation Date, in satisfaction of the notice period, per the Employment Letter.

2. Equity Acknowledgements

Employee acknowledges and agrees as follows:

(a) Stock Options. As of the Separation Date, 86,468 shares of Common Stock subject to the Stock Option are vested and unexercised, and Employee has sixty (60) days from the Separation Date to exercise such unexercised portion of the Stock Option pursuant to the terms of the Option Agreement. Employee’s further rights and obligations regarding the Stock Option are as described in the Option Agreement as well as the Plan.

(b) RSUs. As of the Separation Date, 16,537 of the RSUs are unvested (the “Unvested RSUs”).

(c) PRUs. As of the Separation Date, all of the PRUs are unvested and, pursuant to the PRU Agreement, all of such PRUs will be forfeited, terminated, expire, lapse and be null and void.

3. Payment and Benefits

(a) Severance Payments: Employee will be paid wages earned through the Separation Date and any unused but accrued vacation time regardless of whether or not he signs this Agreement. Employee will also be paid wages and benefits during the notice pay period of June 9, 2015 through and including September 7, 2015 (the “Notice Pay Period”), regardless of whether or not Employee signs this Agreement. No other amounts are due and owing or will be paid to Employee other than those contained within this Agreement.

If Employee signs this Agreement, per the terms of the Employment Letter, Employer agrees to pay Employee his present base salary for twelve (12) months following the end of the Notice Pay Period, pursuant to Employer’s normal payroll procedures (“Severance Payments”). For purposes of clarity, Severance Payments will cover

the period September 8, 2015 and continue until September 7, 2016. The Severance Payments will have the same taxes and governmentally-mandated withholdings deducted.

(b) Welfare Benefit Coverage: If Employee signs this Agreement, and timely elects to receive COBRA benefits, then per the terms of the Employment Letter Employer agrees that Employee, and/or Employee’s family as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefits plans, practices, policies, and programs provided by Employer (including medical and life plans and programs) as Employee participated in as of the Separation Date up to and including September 7, 2016. Employer agrees to continue to pay the Employer share for existing coverage under the medical, dental, and vision plan, and likewise Employee agrees to pay the Employee share, if any, for this coverage and will make payments on a monthly basis. In the event Employee obtains other welfare benefit coverage between the Separation Date and September 7, 2016, and Employee wishes to terminate coverage under the Employer’s plan, then Employee may provide notice of Employee’s election to terminate coverage and no further payments shall be due under this provision.

(c) Restricted Stock Units: If Employee signs this Agreement, Employer agrees that, notwithstanding any provision of the RSU Agreements to the contrary, but subject to Employee’s compliance with all of the applicable terms of this Agreement, including without limitation Paragraphs 6 and 7 hereof, on September 7, 2016, the Unvested RSUs will vest and become ”Vested Units” (as such term is defined in the RSU Agreements). Employer and Employee agree that any provision in the RSU Agreements contrary to this Section 3(c) shall be deemed amended. Employee’s further rights and obligations regarding the RSUs are as described in the RSU Agreements as well as the Plan. In addition, each RSU Agreement shall be deemed amended to include the following as Section 11(c):

(c)     6 Month Delay for Specified Employees.

(i)If the Recipient is a “specified employee”, then no payment or benefit that is payable on account of the Recipient’s “separation from service”, as that term is defined for purposes of Section 409A of the Code, shall be made before the date that is six months after the Recipient’s “separation from service” (or, if earlier, the date of the Recipient’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

(ii) For purposes of this provision, the Recipient shall be considered to be a “specified employee” if, at the time of his separation from service, the Recipient’s is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code) any stock of which is publicly traded on an established securities market or otherwise.

(d) Unemployment Compensation: Employer will not contest Employee’s application for unemployment compensation benefits should Employee make application after September 7, 2015, except that should Employee sign this Agreement and not revoke, Employer will report the Severance Payments as wages through September 7, 2016.

4. Release

Employee does hereby fully and forever discharge and release Employer, its owners, stockholders, officers, directors, agents, employees, representatives, attorneys, affiliates, subsidiaries, related or parent entities (and officers, directors, agents, employees, representatives and attorneys of such affiliates, subsidiaries, related or parent entities), insurers, predecessors, successors, heirs and assigns (“Released Persons and Entities”) from any and all actions, causes of action, charges, complaints, claims, attorneys’ fees, demands, damages, costs, expenses or compensation of any kind or character whatsoever which Employee has, had or might have been able to assert or claim based on any action, omission or conduct of any kind, known or unknown, on the part of the Released Persons and Entities from the beginning of time up to the date of this Agreement. By way of example only and without in any way limiting the generality of the foregoing language, Employee’s release shall include any claims for relief or causes of action under the Age Discrimination in Employment Act, as amended, 29 U.S.C. sec. 621, et seq., including the Older Workers Benefit Protection Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. sec. 2000e, et seq.; the Americans With Disabilities Act of 1991, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. secs. 791, 793

and 794; the Worker Adjustment and Retraining Notification Act; the Civil Rights Enforcement Statutes, 42 U.S.C. secs. 1981 through 1988; Employee Retirement Income Security Act of 1974, 29 U.S.C. sec. 1001, et seq.; the National Labor Relations Act; 29 U.S.C. sec 151, et seq.; the Fair Labor Standards Act of 1938, 29 U.S.C. § 201 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Sherman Act, as amended, 15 U.S.C. §1 et seq.; the Clayton Act, as amended, §15 U.S.C. §12 et seq.; the Wisconsin Fair Employment Act, and any other federal, state or local statute, ordinance, or regulation dealing in any respect with discrimination, retaliation or termination of employment, restraint of trade, and, in addition, from any claims, demands, or actions brought on the basis of alleged wrongful or retaliatory discharge, breach of an implied or express contract, misrepresentation, defamation, interference with contract or intentional or negligent infliction of emotional distress, damage to business or professional reputation, conspiracy, negligence, invasion of privacy, or any other intentional tort or negligence claim or contract claim of any sort under the common law of any state or other jurisdiction. Employee intends in executing this Agreement that it shall be effective as a bar to each and every claim, demand, and cause of action Employee may have at the time of the execution of this Agreement. Employee further understands, acknowledges and agrees that, by signing this Agreement, Employee is giving up all rights which Employee or Employee’s successors, assigns, spouse, children or any other third party may have to bring a claim or cause of action arising out of or related to Employee’s employment or employment separation, and that Employee voluntarily does so.

This Agreement shall serve as a bar to any claims relating to the matters generally and specifically released above, except charges filed with the Equal Employment Opportunity Commission (“EEOC”). With regard to any claims filed by Employee or on behalf of Employee with any court or agency, Employee shall take whatever actions are necessary to effect the dismissal with prejudice of any and all claims Employee has against Employer, including but not limited to the execution of additional documents to cause the expeditious dismissal of such charge or suit with prejudice. If any charges are filed or have been filed with the EEOC, Employee shall take whatever actions are necessary to effect the dismissal with prejudice of any and all EEOC charges employee has against Employer, including but not limited to the execution of additional documents to cause the expeditious dismissal of such charge with prejudice; and, should the EEOC pursue a claim on Employee's behalf, Employee hereby waives and releases any right or claim to recovery thereunder. This Agreement does not otherwise bar Employee from participating in an EEOC investigation.

5. Return of Employer Documents and Property

Employee agrees that Employee has turned over to Employer all files, memoranda, records, and other documents (including any of the foregoing which are electronically stored), and any physical or personal property which Employee received from Employer and which are the property of Employer.

6. Non-Disparagement

Employee agrees that Employee will not communicate in any manner, anything negative regarding the Released Persons and Entities. Employer agrees that in response to any request for a reference, Employer will only confirm dates of employment and position held. Employee will direct any requests for reference to Employer’s Human Resources Department.

7. Non-Solicitation and Non-Disclosure

(a)    Non-solicitation of Employees: Employee agrees, for the period of fifteen (15) months after the Separation Date, that he will not directly or indirectly solicit any of Employer’s employees for a competing business, or otherwise induce or attempt to induce such employees (either current employees or who were employed with Employer for the six (6) month period preceding the Separation Date) to terminate their employment with Employer.

(b)    Non-solicitation of Customers: For a period of fifteen (15) months following the Separation Date, Employee shall not, directly or indirectly, call on, solicit, take away, or attempt to call on, solicit, or take away any business with Employer from any entity that tenders freight to Employer or any entity for which Employer transports freight (either a current entity or one whom did business with the Employer for the twelve (12) month period preceding the Separation Date). This provision shall not prohibit Employee from working directly for any such entity as an employee, consultant, or independent contractor during this non-solicitation period.

(c)    Non-solicitation of Vendors/Agents: For a period of fifteen (15) months following the Separation Date, Employee shall not, directly or indirectly, call on, solicit, take away, or attempt to call on, solicit, or take away any entity that Employer has contracted with to transport freight of an Employer customer (a vendor) or any entity that Employer uses to coordinate the transportation of freight with an Employer customer (an agent) (either a current vendor or agent or one whom did business with the Employer for the twelve (12) month period preceding the Separation Date). This provision shall not prohibit Employee from working directly for any such entity as an employee, consultant, or independent contractor during this non-

solicitation period.

(d)    Non-Disclosure of Confidential Information: Employee agrees for a period of three (3) years following the Separation Date to maintain the confidentiality of “Confidential Information.” Confidential Information is defined as information (to the extent it is not a Trade Secret), whether oral, written, recorded, magnetically or electronically or otherwise stored, and whether originated by Employee or otherwise coming into the possession or knowledge of Employee, which is possessed by or developed for Employer and which relates to Employer’s existing or potential business, which information is not reasonably ascertainable by Employer’s competitors or by the general public through lawful means, and which information Employer treats as confidential, including but not limited to information regarding Employer’s business affairs, plans, strategies, products, designs, finances, computer programs, research, customers, purchasing, marketing, and other information. Employee agrees to never disclose Employer Trade Secrets, as that term is defined under the Uniform Trade Secrets Act. This prohibition does not prohibit Employee’s use of general skills and know-how acquired during and prior to employment by Employer, as long as such use does not involve the use or disclosure of Confidential Information. This prohibition also does not prohibit the description by Employee of Employee’s employment history and duties, for work search or other purposes, as long as such use does not involve the use or disclosure of Confidential Information.

8. Enforcement

This Agreement does not bar actions or proceedings instituted for the sole purpose of enforcing the provisions of this Agreement. Any violation of the provisions of this Agreement by Employee would allow Employer to revoke this Agreement and require Employee to immediately reimburse Employer in full for the Severance Payments.

9. Non-Admission

Employer’s or Employee’s participation in this Agreement is not to be construed as an admission of any wrongdoing or liability whatsoever by or on behalf of either Party. This Agreement is intended for the sole purpose of resolving any issues between the Parties concerning Employee’s employment and separation of employment from Employer. It is not intended for any other purpose and shall not be used by any other party for another reason.

10. Confidentiality

Employee shall not disclose the terms of this Agreement to any third party (except Employee’s spouse) without the written consent of Employer, except for the purpose of enforcing this Agreement, for the purpose of consulting with an attorney or accountant for legal or tax advice concerning this Agreement, or pursuant to legal process or as otherwise required by law, rule or regulation. In addition, Employee may disclose to a prospective employer the restrictions he has agreed to in Section 7.

11. Waiver of Future Employment

Employee agrees that Employee’s employment with Employer has ended, and Employee acknowledges that Employee has received all wages, compensation, benefits, and other amounts to which Employee was entitled because of Employee’s employment with Employer. Employee affirmatively represents that Employee has no interest in returning to employment with Employer, and Employee understands that Employer has made the determination that Employee is not eligible for rehire. Employee therefore agrees that Employee will not apply or reapply for employment, reemployment, or reinstatement with Employer, and Employee waives any right to seek such employment, reemployment, or reinstatement. Employee further agrees that the execution of this Agreement is good and sufficient cause for Employer to reject any such application for employment, reemployment, or reinstatement.

12. Separability

Each provision of this Agreement is separate and severable. If any provision of this Agreement is held invalid by any court, agency or tribunal, that provision shall be modified to the minimum extent necessary to make it valid, and shall not impair the validity of any other provision of this Agreement, which shall remain in full force and effect. This Agreement shall be interpreted in accordance with the laws of the State of Delaware.

13. Entire Understanding

This Agreement constitutes the entire understanding between the Parties concerning Employee’s employment with Employer and related entities, and supersedes all prior agreements, representations, practices, and understandings between the Parties, including without limitation, any prior employment agreement Employee may have had with Employer or any of its related entities, the provisions of any personnel documents, handbooks or policies and any prior customs or practices of Employer with respect to business, severance pay, fringe benefits, or otherwise. Employee remains entitled to any 401(k) plan benefits, etc. per the applicable plan document.

14. Employee acknowledges that:

(a) Employee has read this Agreement, understands its contents and agrees to its terms and conditions of Employee’s own free will;

(b) Employee has been advised by Employer to consult with an attorney prior to signing this Agreement, has been advised in writing to do so, and has had the opportunity to do so;

(c) The Agreement is signed in exchange for an amount to which Employee would otherwise not be entitled;

(d) Employee understands that the Agreement includes a final general release at Paragraph 4 and that Employee can make no further claims against the Released Persons and Entities in connection with the events described in the release;

(e) Employee has been given twenty one (21) days to consider whether to accept and sign this Agreement;

(f) Employee has seven (7) days after signing the Agreement within which to revoke acceptance of it, by sending a written document stating that Employee wishes to revoke acceptance of this Agreement to Paul Hoff, Vice President of Human Resources, Roadrunner Transportation Systems, Inc., 4900 S. Pennsylvania Avenue, P.O. Box 8903, Cudahy, WI 53110; and

(g) This Agreement will not become effective or enforceable (the “Effective Date”) until the expiration of the revocation period referenced in Paragraph 14(f).

Employee:
By:	/s/ Brian J. van Helden	6/10/2015
	Brian J. van Helden	Date

Roadrunner Transportation Systems, Inc.
By:	/s/ Mark A. DiBlasi	6/10/2015
	Mark A. DiBlasi	Date

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Mark A. DiBlasi, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 3, 2015	/s/ Mark A. DiBlasi
	Mark A. DiBlasi President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Peter R. Armbruster, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 3, 2015	/s/ Peter R. Armbruster
	Peter R. Armbruster Chief Financial Officer, Treasurer, and Secretary

EX-32.1

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer

In connection with the Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc. (the “Company”) for the quarterly period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. DiBlasi, Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Mark A. DiBlasi

Mark A. DiBlasi

President and Chief Executive Officer

Date: August 3, 2015

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

EX-32.2

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

In connection with the Quarterly Report on Form 10-Q of Roadrunner Transportation Systems, Inc. (the “Company”) for the quarterly period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter R. Armbruster, Chief Financial Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Peter R. Armbruster

Peter R. Armbruster

Chief Financial Officer, Treasurer and Secretary

Date: August 3, 2015

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

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Stockholders' Investment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stockholders' investment:
Beginning balance	$ 575,325	$ 514,694	$ 558,775	$ 500,365
Net Income	16,471	14,768	30,075	25,182
Share-based Compensation	825	642	1,621	1,123
Issuance of common stock from share-based compensation	1,811	325	3,150	2,727
Excess tax benefit on share-based compensation	380	335	1,191	1,367
Ending balance	$ 594,812	$ 530,764	$ 594,812	$ 530,764

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Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Millions		6 Months Ended
	Jul. 28, 2015	Jun. 30, 2015
Subsequent Event [Line Items]
Date of Acquisition		Jul. 28, 2015
Consideration Transferred	$ 35.0
Contingent Consideration Arrangements, Range of Outcomes, Value, High		$ 5.0

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(Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Intangible assets
Gross Carrying Amount	$ 93,053	$ 93,053
Accumulated Amortization	(17,267)	(13,175)
Net Carrying Value	75,786	79,878
TL [Member]
Intangible assets
Gross Carrying Amount	60,173	60,173
Accumulated Amortization	(11,037)	(8,356)
Net Carrying Value	49,136	51,817
LTL [Member]
Intangible assets
Gross Carrying Amount	1,358	1,358
Accumulated Amortization	(983)	(950)
Net Carrying Value	375	408
TMS [Member]
Intangible assets
Gross Carrying Amount	31,522	31,522
Accumulated Amortization	(5,247)	(3,869)
Net Carrying Value	$ 26,275	$ 27,653

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

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

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2015	2014	2015	2014
Basic weighted average common stock outstanding	38,170	37,868	38,090	37,779
Effect of dilutive securities
Employee stock options	93	180	109	201
Warrants	1,220	1,238	1,180	1,220
Restricted stock units	41	44	53	54
Diluted weighted average common stock outstanding	39,524	39,330	39,432	39,254

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Guarantees (Details) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Guarantor Obligations [Line Items]
Guarantees ExpirationYear	2020
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 17.8

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Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Senior debt:
Total debt	$ 430,000	$ 430,000
Less: Current maturities	(10,000)	(10,000)
Total long-term debt, net of current maturities	420,000	420,000
Revolving credit facility [Member]
Senior debt:
Total debt	240,000	235,000
Term loans [Member]
Senior debt:
Total debt	$ 190,000	$ 195,000

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Fair Value Measurement

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair value measurement

4. Fair Value Measurement

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

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

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

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

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

The contingent purchase price related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value. The following table presents information, as of June 30, 2015 and December 31, 2014, about the Company’s financial liabilities (in thousands):

	June 30, 2015
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	3,481	$	3,481
Total liabilities at fair value	$	—	$	—	$	3,481	$	3,481

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

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

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and six months ended June 30, 2015 and 2014 and the year ended December 31, 2014 (in thousands):

	Three Months Ended						Six Months Ended						Year Ended
	June 30,						June 30,						December 31,
	2015			2014			2015			2014			2014
Balance, beginning of period	$	5,708		$	17,249		$	7,665		$	17,054		$	17,054
Payments of contingent purchase obligations	(1,360		)	(4,804		)	(3,317		)	(4,804		)	(4,804		)
Adjustments to contingent purchase obligations	(867		)	(719		)	(867		)	(524		)	(4,585		)
Balance, end of period	$	3,481		$	11,726		$	3,481		$	11,726		$	7,665

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Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Insurance Claims [Member]
Commitments and Contingencies (Textual) [Abstract]
Liability and cargo insurance coverage for claims	$ 500,000
Cargo Claims [Member]
Commitments and Contingencies (Textual) [Abstract]
Liability and cargo insurance coverage for claims	100,000
Uninsured Risk [Member]
Commitments and Contingencies (Textual) [Abstract]
Reserves for estimated uninsured losses	$ 5,900,000	$ 5,800,000

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Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions
Goodwill	$ 670,077	$ 669,652
2014 [Member]
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions
Accounts receivable	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,349
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	82,644
Total	$ 230,905

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Acquisitions (Details Textual) - USD ($) $ in Millions					6 Months Ended
	Aug. 27, 2014	Jul. 18, 2014	Mar. 14, 2014	Feb. 24, 2014	Jun. 30, 2015
Rich Logistics [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition					Feb. 24, 2014
Consideration Transferred				$ 46.5
Unitrans [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition					Mar. 14, 2014
Consideration Transferred			$ 53.3
ISI [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition					Jul. 18, 2014
Consideration Transferred		$ 13.0
Active Aero [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition					Aug. 27, 2014
Consideration Transferred	$ 118.1

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Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Sep. 12, 2011
Related Party Transactions (Textual) [Abstract]
Related Party Transaction, Amount	$ 0.1	$ 0.1
Annual advisory fee			$ 0.1

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Acquisitions Acquisitions (Pro Forma) (Details) - Jun. 30, 2014 - USD ($) $ in Thousands	Total	Total
Business Acquisition [Line Items]
Revenue of acquiree since acquisition date, actual	$ 61,700	$ 82,000
Earnings or loss of acquiree since acquisition date, actual	3,100	5,100
2014 [Member]
Business Acquisition [Line Items]
Pro Forma Revenue	525,337	1,021,699
Pro Forma Net income (Loss)	$ 15,978	$ 30,386

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(Narrative) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Goodwill and Intangible Assets (Additional Textual) [Abstract]
Impairment of goodwill			$ 0
Amortization of Intangible Assets	$ 2,000,000	$ 1,000,000	$ 4,100,000	$ 1,900,000
Customer Relationships [Member] | Minimum [Member]
Goodwill and Intangible Assets (Textual) [Abstract]
Period of amortization of intangible assets			5 years
Customer Relationships [Member] | Maximum [Member]
Goodwill and Intangible Assets (Textual) [Abstract]
Period of amortization of intangible assets			12 years

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

3. Goodwill and Intangible Assets

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

The following is a rollforward of goodwill from December 31, 2014 to June 30, 2015 by reportable segment (in thousands):

	TL		LTL		TMS		Total
Goodwill balance as of December 31, 2014	$	319,051	$	197,312	$	153,289	$	669,652
Adjustments to goodwill for purchase accounting	425		—		—		425
Goodwill balance as of June 30, 2015	$	319,476	$	197,312	$	153,289	$	670,077

Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets as of June 30, 2015 and December 31, 2014 were as follows (in thousands):

	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
TL	$	60,173	$	(11,037	)	$	49,136	$	60,173	$	(8,356	)	$	51,817
LTL	1,358		(983		)	375		1,358		(950		)	408
TMS	31,522		(5,247		)	26,275		31,522		(3,869		)	27,653
Total	$	93,053	$	(17,267	)	$	75,786	$	93,053	$	(13,175	)	$	79,878

The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $2.0 million and $1.0 million for the three months ended June 30, 2015 and 2014, respectively, and $4.1 million and $1.9 million for the six months ended June 30, 2015 and 2014, respectively. Estimated amortization expense for each of the next five years based on intangible assets as of June 30, 2015 is as follows (in thousands):

Remainder 2015	$	4,092
2016	8,205
2017	8,085
2018	7,821
2019	7,517
2020	7,145
Thereafter	32,921
Total	$	75,786

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(Goodwill acquired in business combination by reportable segment) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($)
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	$ 669,652
Goodwill, Purchase Accounting Adjustments	425
Goodwill balance as of March 31, 2015	670,077
LTL [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	197,312
Goodwill, Purchase Accounting Adjustments	0
Goodwill balance as of March 31, 2015	197,312
TL [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	319,051
Goodwill, Purchase Accounting Adjustments	425
Goodwill balance as of March 31, 2015	319,476
TMS [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2014	153,289
Goodwill, Purchase Accounting Adjustments	0
Goodwill balance as of March 31, 2015	$ 153,289

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Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Basic weighted average stock outstanding	38,170	37,868	38,090	37,779
Dilutive weighted average stock outstanding	39,524	39,330	39,432	39,254
Warrant [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Warrants	1,220	1,238	1,180	1,220
Employee Stock Option [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Employee stock options	93	180	109	201
Restricted Stock Units (RSUs) [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Employee stock options	41	44	53	54

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 6,463	$ 11,345
Accounts receivable, net of allowances of $4,679 and $4,209, respectively	311,303	284,379
Deferred income taxes	7,644	8,607
Prepaid expenses and other current assets	43,514	46,658
Total current assets	368,924	350,989
Property and equipment, net of accumulated depreciation of $56,211 and $47,629, respectively	168,084	146,850
Other assets:
Goodwill	670,077	669,652
Intangible assets, net	75,786	79,878
Other noncurrent assets	10,614	10,451
Total other assets	756,477	759,981
Total assets	1,293,485	1,257,820
Current liabilities:
Current maturities of long-term debt	10,000	10,000
Accounts payable	113,240	118,743
Accrued expenses and other liabilities	47,195	42,352
Total current liabilities	170,435	171,095
Long-term debt, net of current maturities	420,000	420,000
Other long-term liabilities	108,238	107,950
Total liabilities	698,673	699,045
Stockholders' Equity Attributable to Parent [Abstract]
Common stock $.01 par value; 100,000 shares authorized; 38,260 and 37,925 shares issued and outstanding	383	379
Additional paid-in capital	396,683	390,725
Retained earnings	197,746	167,671
Total stockholders’ investment	594,812	558,775
Total liabilities and stockholders’ investment	$ 1,293,485	$ 1,257,820

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Segment Reporting (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) Segment	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Segment Reporting Information [Line Items]
Number of Operating Segments | Segment			3
Schedule of financial data of reportable segments
Revenues	$ 517,930	$ 460,181	$ 1,006,900	$ 842,211
Operating Income	31,242	26,953	58,044	46,192
Interest expense	4,373	2,859	8,982	5,109
Income before provision for income taxes	26,869	24,094	49,062	41,083
Depreciation and amortization	7,535	5,726	14,412	10,469
Capital expenditures, cash and non-cash	18,357	9,280	34,190	21,481
Total assets	1,293,485		1,293,485		$ 1,257,820
TL [Member]
Schedule of financial data of reportable segments
Revenues	295,465	230,789	577,663	424,674
Operating Income	20,538	16,061	36,443	28,026
Depreciation and amortization	5,465	3,602	10,178	6,784
Capital expenditures, cash and non-cash	7,457	6,842	21,619	16,259
Total assets	749,635		749,635		691,096
LTL [Member]
Schedule of financial data of reportable segments
Revenues	138,943	150,162	270,588	285,163
Operating Income	8,367	7,931	17,026	14,676
Depreciation and amortization	737	962	1,572	1,619
Capital expenditures, cash and non-cash	3,447	468	4,271	2,179
Total assets	744,880		744,880		782,268
TMS [Member]
Schedule of financial data of reportable segments
Revenues	89,706	81,829	171,735	138,455
Operating Income	7,680	6,089	13,511	9,565
Depreciation and amortization	996	749	1,997	1,467
Capital expenditures, cash and non-cash	287	814	448	1,017
Total assets	255,636		255,636		242,512
Corporate, Non-Segment [Member]
Schedule of financial data of reportable segments
Operating Income	(5,343)	(3,128)	(8,936)	(6,075)
Depreciation and amortization	337	413	665	599
Capital expenditures, cash and non-cash	7,166	1,156	7,852	2,026
Total assets	12,082		12,082		4,919
Consolidation, Eliminations [Member]
Schedule of financial data of reportable segments
Revenues	(6,184)	$ (2,599)	(13,086)	$ (6,081)
Total assets	$ (468,748)		$ (468,748)		$ (462,975)

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Organization, Nature of Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Nature of Business and Significant Accounting Policies

1. Organization, Nature of Business and Significant Accounting Policies

Nature of Business

Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 46 TL service centers, five freight consolidation and inventory management centers, and 24 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 45 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its TMS business, the Company operates from 11 service centers and nine dispatch offices throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States.

Principles of Consolidation

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

Use of Estimates

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

Segment Reporting

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

New Accounting Pronouncements

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

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

In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

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Fair Value Measurement (Liabilities on Recurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Financial liabilities measured at fair value on a recurring basis
Total liabilities at fair value	$ 3,481	$ 7,665
Income approach valuation technique [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	3,481	7,665
Level 1 [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	0	0
Level 2 [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	0	0
Total liabilities at fair value	0	0
Level 3 [Member]
Financial liabilities measured at fair value on a recurring basis
Total liabilities at fair value	3,481	7,665
Level 3 [Member] | Income approach valuation technique [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	$ 3,481	$ 7,665

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Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Financial liabilities measured at fair value on a recurring basis

	June 30, 2015
	Level 1		Level 2		Level 3		Fair Value
Contingent purchase price related to acquisitions	$	—	$	—	$	3,481	$	3,481
Total liabilities at fair value	$	—	$	—	$	3,481	$	3,481

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

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

The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and six months ended June 30, 2015 and 2014 and the year ended December 31, 2014 (in thousands):

	Three Months Ended						Six Months Ended						Year Ended
	June 30,						June 30,						December 31,
	2015			2014			2015			2014			2014
Balance, beginning of period	$	5,708		$	17,249		$	7,665		$	17,054		$	17,054
Payments of contingent purchase obligations	(1,360		)	(4,804		)	(3,317		)	(4,804		)	(4,804		)
Adjustments to contingent purchase obligations	(867		)	(719		)	(867		)	(524		)	(4,585		)
Balance, end of period	$	3,481		$	11,726		$	3,481		$	11,726		$	7,665

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Fair Value Measurement Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Balance, beginning of period	$ 5,708	$ 17,249	$ 7,665	$ 17,054	$ 17,054
Payments of contingent purchase obligations	1,360	4,804	3,317	4,804	4,804
Adjustments to contingent purchase obligation	(867)	(719)	(867)	(524)	(4,585)
Balance, end of period	$ 3,481	$ 11,726	$ 3,481	$ 11,726	$ 7,665

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Stockholders' Investment (Tables)

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Schedule of changes in stockholders' investment

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Beginning balance	$	575,325	$	514,694	$	558,775	$	500,365
Net income	16,471		14,768		30,075		25,182
Share-based compensation	825		642		1,621		1,123
Issuance of common stock from share-based compensation	1,811		325		3,150		2,727
Excess tax benefit on share-based compensation	380		335		1,191		1,367
Ending balance	$	594,812	$	530,764	$	594,812	$	530,764

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Acquisitions

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Acquisitions

2. Acquisitions

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

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

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

On August 27, 2014, the Company acquired all of the outstanding stock of Active Aero Group Holdings, Inc. ("Active Aero") for the purpose of expanding its presence within the TL segment. Cash consideration paid was $118.1 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

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

	2014 Acquisitions
Accounts receivable	$	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,349
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	(82,644		)
Total	$	230,905

The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Goodwill associated with the 2014 acquisitions will not be deductible for tax purposes. Purchase accounting is considered final for the 2014 acquisitions of Rich Logistics and Unitrans. Purchase accounting is considered final for the 2014 acquisitions of ISI and Active Aero except for deferred taxes, goodwill, and with respect to certain long-term asset valuations as financial information was not available as of June 30, 2015.

From the dates of acquisition through June 30, 2014, the 2014 acquisitions contributed revenues of $61.7 million and $82.0 million for the three and six months ended June 30, 2014, respectively, and contributed net income of $3.1 million and $5.1 million for the three and six months ended June 30, 2014, respectively, before the incremental acquisition transaction expenses associated with each acquisition. The following supplemental unaudited pro forma financial information of the Company for the three and six months ended June 30, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands).

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2014		2014
Revenues	$	525,337	$	1,021,699
Net income	$	15,978	$	30,386

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

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances	$ 4,679	$ 4,209
Property and equipment, net of accumulated depreciation	$ 56,211	$ 47,629
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	38,260	37,925
Common stock, shares outstanding	38,260	37,925

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Segment Reporting

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment reporting

12. Segment Reporting

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

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

The following table reflects certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2015 and 2014 and as of June 30, 2015 and December 31, 2014 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenues:
TL	$	295,465		$	230,789		$	577,663		$	424,674
LTL	138,943			150,162			270,588			285,163
TMS	89,706			81,829			171,735			138,455
Eliminations	(6,184		)	(2,599		)	(13,086		)	(6,081		)
Total	517,930			460,181			1,006,900			842,211
Operating income:
TL	$	20,538		$	16,061		$	36,443		$	28,026
LTL	8,367			7,931			17,026			14,676
TMS	7,680			6,089			13,511			9,565
Corporate	(5,343		)	(3,128		)	(8,936		)	(6,075		)
Total operating income	31,242			26,953			58,044			46,192
Interest expense	4,373			2,859			8,982			5,109
Income before provision for income taxes	$	26,869		$	24,094		$	49,062		$	41,083
Depreciation and amortization:
TL	$	5,465		$	3,602		$	10,178		$	6,784
LTL	737			962			1,572			1,619
TMS	996			749			1,997			1,467
Corporate	337			413			665			599
Total	$	7,535		$	5,726		$	14,412		$	10,469
Capital expenditures(1) (2):
TL	$	7,457		$	6,842		$	21,619		$	16,259
LTL	3,447			468			4,271			2,179
TMS	287			814			448			1,017
Corporate	7,166			1,156			7,852			2,026
Total	$	18,357		$	9,280		$	34,190		$	21,481

(1) The total capital expenditures for the three and six months ended June 30, 2015 and June 30, 2014 includes both cash and non-cash portions as reflected in the Condensed Consolidated Statements of Cash Flows.

(2) Certain capital expenditures were reclassified between segments to conform with current period presentation.  This change in presentation had no effect on our prior year condensed consolidated results of operations, financial condition, or cash flows.

	June 30, 2015			December 31, 2014
Assets:
TL	$	749,635		$	691,096
LTL	744,880			782,268
TMS	255,636			242,512
Corporate	12,082			4,919
Eliminations	(468,748		)	(462,975		)
	$	1,293,485		$	1,257,820

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Entity Registrant Name	Roadrunner Transportation Systems, Inc.
Entity Central Index Key	0001440024
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		38,265,485

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Subsequent Events (Notes)

6 Months Ended

Jun. 30, 2015

Subsequent Event [Line Items]

Subsequent Events [Text Block]

13. Subsequent Events

On July 28, 2015, the Company acquired all of the outstanding partnership interests of Stagecoach Cartage and Distribution LP for a total purchase price of $35.0 million, plus an earnout capped at $5.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5.

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues	$ 517,930	$ 460,181	$ 1,006,900	$ 842,211
Operating expenses:
Purchased transportation costs	346,073	315,334	674,564	579,352
Personnel and related benefits	65,794	50,109	127,849	93,041
Other operating expenses	67,286	62,059	132,031	112,778
Depreciation and amortization	7,535	5,726	14,412	10,469
Acquisition transaction expenses	0	0	0	379
Total operating expenses	486,688	433,228	948,856	796,019
Operating income	31,242	26,953	58,044	46,192
Interest expense	4,373	2,859	8,982	5,109
Income before provision for income taxes	26,869	24,094	49,062	41,083
Provision for income taxes	10,398	9,326	18,987	15,901
Net income available to common stockholders	$ 16,471	$ 14,768	$ 30,075	$ 25,182
Earnings per share available to common stockholders:
Basic	$ 0.43	$ 0.39	$ 0.79	$ 0.67
Diluted	$ 0.42	$ 0.38	$ 0.76	$ 0.64
Weighted average common stock outstanding:
Basic	38,170	37,868	38,090	37,779
Diluted	39,524	39,330	39,432	39,254

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Earnings Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share

7. Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For the three and six months ended June 30, 2015 and 2014, diluted earnings per share was calculated by dividing net income available to common stockholders by the weighted average common stock outstanding plus stock equivalents that would arise from the assumed exercise of stock options, the conversion of warrants, and the delivery of stock underlying restricted stock units using the treasury stock method. There is no difference, for any of the periods presented, in the amount of net income available to common stockholders used in the computation of basic and diluted earnings per share.

As of June 30, 2015 and 2014, all stock options, warrants, and restricted stock units were included in the computation of diluted earnings per share. The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands):

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2015	2014	2015	2014
Basic weighted average common stock outstanding	38,170	37,868	38,090	37,779
Effect of dilutive securities
Employee stock options	93	180	109	201
Warrants	1,220	1,238	1,180	1,220
Restricted stock units	41	44	53	54
Diluted weighted average common stock outstanding	39,524	39,330	39,432	39,254

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Stockholders' Investment

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Stockholders' investment

6. Stockholders’ Investment

Changes in stockholders’ investment for the three and six months ended June 30, 2015 and 2014 consisted of the following (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2015		2014		2015		2014
Beginning balance	$	575,325	$	514,694	$	558,775	$	500,365
Net income	16,471		14,768		30,075		25,182
Share-based compensation	825		642		1,621		1,123
Issuance of common stock from share-based compensation	1,811		325		3,150		2,727
Excess tax benefit on share-based compensation	380		335		1,191		1,367
Ending balance	$	594,812	$	530,764	$	594,812	$	530,764

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Long-term debt

	June 30, 2015			December 31, 2014
Senior debt:
Revolving credit facility	$	240,000		$	235,000
Term loan	190,000			195,000
Total debt	430,000			430,000
Less: Current maturities	(10,000		)	(10,000		)
Total long-term debt, net of current maturities	$	420,000		$	420,000

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

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Nature of Business

Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 46 TL service centers, five freight consolidation and inventory management centers, and 24 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 45 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its TMS business, the Company operates from 11 service centers and nine dispatch offices throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States.

Principles of Consolidation

Principles of Consolidation

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

Use of Estimates

Use of Estimates

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

Segment Reporting

Segment Reporting

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

New Accounting Pronouncements

New Accounting Pronouncements

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

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

In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

10. Commitments and Contingencies

In the ordinary course of business, the Company is a defendant in several 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 liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company believes it has adequate insurance to cover losses in excess of the deductible amount. As of June 30, 2015 and December 31, 2014, the Company had reserves for estimated uninsured losses of $5.9 million and $5.8 million, respectively.

In addition to the legal proceedings described above, like many others in the transportation services industry, the Company is a defendant in three purported class-action lawsuits in California alleging violations of various California labor laws. The plaintiffs in each of these lawsuits seek to recover unspecified monetary damages and other items. In addition, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company on behalf of six individuals alleging that the Company violated California labor laws. Given the early stage of all of the proceedings described in this paragraph, the Company is not able to assess with certainty the outcome of these proceedings or the amount or range of potential damages or future payments associated with these proceedings at this time. The Company believes it has meritorious defenses to these actions and intends to defend these proceedings vigorously. However, any legal proceeding is subject to inherent uncertainties, and the Company cannot assure you that the expenses associated with defending these actions or their resolution will not have a material adverse effect on its business, operating results, or financial condition.

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

The effective income tax rate was 38.7% for both the three and six months ended June 30, 2015 and 2014. In determining the provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and the Company's best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, and adjustments for permanent differences.

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Guarantees (Notes)

6 Months Ended

Jun. 30, 2015

Guarantees [Abstract]

Guarantees

9. Guarantees

The Company provides a guarantee for a portion of the value of certain independent contractors' ("IC") leased tractors.  The guarantees expire at various dates through 2020.  The potential maximum exposure under these lease guarantees was approximately $17.8 million as of June 30, 2015.  The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of June 30, 2015.  However, upon an IC default, the Company has the option to purchase the tractor or return the tractor to the leasing company if the residual value is greater than the Company’s guarantee. Alternatively, the Company can contract another IC to assume the lease.  There were no material IC defaults during the three and six months ended June 30, 2015 and 2014. Payments made by the Company under the guarantees were de minimis for the three and six months ended June 30, 2015 and 2014. No liability related to these lease guarantees was recorded as of June 30, 2015 or December 31, 2014.

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Related Party Transactions

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related party transactions

11. Related Party Transactions

The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) to pay transaction fees and an annual advisory fee of $0.1 million. The Company paid an aggregate of $0.1 million to HCI for the advisory fee and travel expenses during the three and six months ended June 30, 2015. No money was paid to HCI for the three and six months ended June 30, 2014.

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(Amortization of Intangibles) (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Estimated amortization expense
Remainder 2015	$ 4,092
2016	8,205
2017	8,085
2018	7,821
2019	7,517
2020	7,145
Thereafter	32,921
Net Carrying Value	$ 75,786	$ 79,878

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Rollforward of goodwill by reportable segment

	TL		LTL		TMS		Total
Goodwill balance as of December 31, 2014	$	319,051	$	197,312	$	153,289	$	669,652
Adjustments to goodwill for purchase accounting	425		—		—		425
Goodwill balance as of June 30, 2015	$	319,476	$	197,312	$	153,289	$	670,077

Intangible assets

	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
TL	$	60,173	$	(11,037	)	$	49,136	$	60,173	$	(8,356	)	$	51,817
LTL	1,358		(983		)	375		1,358		(950		)	408
TMS	31,522		(5,247		)	26,275		31,522		(3,869		)	27,653
Total	$	93,053	$	(17,267	)	$	75,786	$	93,053	$	(13,175	)	$	79,878

Estimated amortization expense

Remainder 2015	$	4,092
2016	8,205
2017	8,085
2018	7,821
2019	7,517
2020	7,145
Thereafter	32,921
Total	$	75,786

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Schedule of financial data of reportable segments

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenues:
TL	$	295,465		$	230,789		$	577,663		$	424,674
LTL	138,943			150,162			270,588			285,163
TMS	89,706			81,829			171,735			138,455
Eliminations	(6,184		)	(2,599		)	(13,086		)	(6,081		)
Total	517,930			460,181			1,006,900			842,211
Operating income:
TL	$	20,538		$	16,061		$	36,443		$	28,026
LTL	8,367			7,931			17,026			14,676
TMS	7,680			6,089			13,511			9,565
Corporate	(5,343		)	(3,128		)	(8,936		)	(6,075		)
Total operating income	31,242			26,953			58,044			46,192
Interest expense	4,373			2,859			8,982			5,109
Income before provision for income taxes	$	26,869		$	24,094		$	49,062		$	41,083
Depreciation and amortization:
TL	$	5,465		$	3,602		$	10,178		$	6,784
LTL	737			962			1,572			1,619
TMS	996			749			1,997			1,467
Corporate	337			413			665			599
Total	$	7,535		$	5,726		$	14,412		$	10,469
Capital expenditures(1) (2):
TL	$	7,457		$	6,842		$	21,619		$	16,259
LTL	3,447			468			4,271			2,179
TMS	287			814			448			1,017
Corporate	7,166			1,156			7,852			2,026
Total	$	18,357		$	9,280		$	34,190		$	21,481

(1) The total capital expenditures for the three and six months ended June 30, 2015 and June 30, 2014 includes both cash and non-cash portions as reflected in the Condensed Consolidated Statements of Cash Flows.

(2) Certain capital expenditures were reclassified between segments to conform with current period presentation.  This change in presentation had no effect on our prior year condensed consolidated results of operations, financial condition, or cash flows.

	June 30, 2015			December 31, 2014
Assets:
TL	$	749,635		$	691,096
LTL	744,880			782,268
TMS	255,636			242,512
Corporate	12,082			4,919
Eliminations	(468,748		)	(462,975		)
	$	1,293,485		$	1,257,820

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Taxes (Textual) [Abstract]
Effective income tax rate	38.70%	38.70%	38.70%	38.70%
Federal corporate income tax rate			35.00%

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Net Income	$ 30,075	$ 25,182
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,511	11,291
Loss (gain) on disposal of property and equipment	50	(136)
Share-based compensation	1,621	1,123
Provision for bad debts	1,044	905
Excess tax benefit on stock-based compensation	(1,191)	(1,366)
Deferred tax provision	1,366	3,234
Changes in:
Accounts receivable	(27,968)	(36,769)
Prepaid expenses and other assets	2,392	615
Accounts payable	(5,502)	885
Accrued expenses and other liabilities	2,565	(1,460)
Net cash provided by operating activities	19,963	3,504
Cash flows from investing activities:
Acquisition of business, net of cash acquired	(87)	(100,810)
Capital expenditures	(27,714)	(20,463)
Proceeds from sale of buildings and equipment	1,996	2,843
Net cash used in investing activities	(25,805)	(118,430)
Cash flows from financing activities:
Borrowings under revolving credit facilities	96,807	184,868
Payments under revolving credit facilities	(91,807)	(62,019)
Long-term debt payments	(5,000)	(4,375)
Debt issuance cost	(8)	108
Payments of contingent earnouts	3,317	4,804
Proceeds from Issuance of Common Stock, net of issuance costs	3,150	2,727
Excess tax benefit from share-based compensation	1,191	1,366
Reduction of capital lease obligation	(56)	(42)
Net cash provided by financing activities	960	117,829
Net (decrease) increase in cash and cash equivalents	(4,882)	2,903
Cash and cash equivalents:
Beginning of period	11,345	5,438
End of period	6,463	8,341
Supplemental cash flow information:
Cash paid for interest	7,897	4,425
Cash paid for income taxes, net	9,080	6,914
Capital Lease Obligations Incurred	$ 6,476
Noncash capital expenditures		$ 1,018

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Long-Term Debt

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Long-term debt

5. Long-Term Debt

Long-term debt as of June 30, 2015 and December 31, 2014 consisted of the following (in thousands):

	June 30, 2015			December 31, 2014
Senior debt:
Revolving credit facility	$	240,000		$	235,000
Term loan	190,000			195,000
Total debt	430,000			430,000
Less: Current maturities	(10,000		)	(10,000		)
Total long-term debt, net of current maturities	$	420,000		$	420,000

On July 9, 2014, the Company entered into a fifth amended and restated credit agreement (the "credit agreement") with U.S. Bank National Association and other lenders, which increased the revolving credit facility from $200.0 million to $350.0 million and the term loan from $175.0 million to $200.0 million. The credit facility matures on July 9, 2019. Principal on the term loan is due in quarterly installments of $2.5 million. The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy as defined in Note 4. The carrying value of the Company's long-term debt approximates fair value as the debt agreement bears interest based on prevailing variable market rates currently available. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. Additionally, the credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The current debt agreement prohibits the Company from paying dividends without the consent of the lenders. Borrowings under the credit agreement bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.0%, or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.0%. The revolving credit facility also provides for the issuance of up to $30.0 million in letters of credit. As of June 30, 2015, the Company had outstanding letters of credit totaling $20.7 million. As of June 30, 2015, total availability under the revolving credit facility was $89.3 million and the average interest rate on the credit agreement was 3.2%.

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Organization Nature of Business and Significant Accounting Policies (Details Textual) - Jun. 30, 2015	Segment Centers Facilities Agents Centres
Operations [Line Items]
Number of Operating Segments | Segment	3
TL [Member]
Operations [Line Items]
Number of Service Centers	46
Number of Dispatch Offices | Centres	24
Number of Consolidation Facilities | Facilities	5
Number of Independent Agents | Agents	100
LTL [Member]
Operations [Line Items]
Number of Service Centers	45
Number of Delivery Agents | Agents	160
TMS [Member]
Operations [Line Items]
Number of Service Centers	11
Number of Dispatch Offices | Centres	9

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Long-Term Debt (Details Textual) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Jul. 09, 2014	Aug. 09, 2013
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 200.0
Term loan			$ 175.0
Debt Instrument Maturities Quarterly Repayments of Principal		$ 2.5
Debt Instrument, Maturity Date	Jul. 09, 2019
Revolving Credit Facility, Capacity Available for Letter of Credit	$ 30.0
Outstanding letters of credit	20.7
Total availability under revolving credit facility	$ 89.3
Average interest rate on credit agreement	3.20%
Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Current Borrowing Capacity		350.0
Eurocurrency [Member]
Line of Credit Facility [Line Items]
Interest rate applicable margin range, Minimum	2.00%
Interest Rate applicable margin range, Maximum	3.00%
Base Rate [Member]
Line of Credit Facility [Line Items]
Interest rate applicable margin range, Minimum	1.00%
Interest Rate applicable margin range, Maximum	2.00%
Term Loan Facility Maturing [Member]
Line of Credit Facility [Line Items]
Term loan		$ 200.0

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

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

	2014 Acquisitions
Accounts receivable	$	68,128
Other current assets	7,660
Property and equipment	31,065
Goodwill	152,349
Customer relationship intangible assets	54,347
Accounts payable and other liabilities	(82,644		)
Total	$	230,905

2014 [Member]

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

The following supplemental unaudited pro forma financial information of the Company for the three and six months ended June 30, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands).

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2014		2014
Revenues	$	525,337	$	1,021,699
Net income	$	15,978	$	30,386