Roadrunner Transportation Systems (RRTS) 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 11, 2016
Entity Registrant Name	Roadrunner Transportation Systems, Inc.
Entity Central Index Key	1,440,024
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		38,340,326

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 4,868	$ 8,664
Accounts receivable, net of allowances of $3,896 and $3,782, respectively	310,357	272,176
Deferred income taxes	3,215	4,876
Prepaid expenses and other current assets	70,037	62,101
Total current assets	388,477	347,817
Property and equipment, net of accumulated depreciation of $87,578 and $68,517, respectively	190,979	197,744
Other assets:
Goodwill	694,302	691,118
Intangible assets, net	70,268	76,694
Other noncurrent assets	7,266	6,183
Total other assets	771,836	773,995
Total assets	1,351,292	1,319,556
Current liabilities:
Long-term Debt, Current Maturities	404,180	15,000
Accounts payable	152,676	104,357
Accrued expenses and other liabilities	46,259	48,657
Total current liabilities	603,115	168,014
Long-term Debt, Excluding Current Maturities	0	417,830
Other long-term liabilities	121,156	120,405
Total liabilities	724,271	706,249
Stockholders' Equity Attributable to Parent [Abstract]
Common stock $.01 par value; 100,000 shares authorized; 38,335 and 38,266 shares issued and outstanding	383	383
Additional paid-in capital	398,165	397,253
Retained earnings	228,473	215,671
Total stockholders’ investment	627,021	613,307
Total liabilities and stockholders’ investment	$ 1,351,292	$ 1,319,556

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances	$ 3,896	$ 3,782
Property and equipment, net of accumulated depreciation	$ 87,578	$ 68,517
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	38,335	38,266
Common stock, shares outstanding	38,335	38,266

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues	$ 532,209	$ 497,173	$ 1,481,273	$ 1,504,073
Operating expenses:
Purchased transportation costs	360,548	326,251	986,477	1,000,815
Personnel and related benefits	71,197	65,997	210,354	193,846
Other operating expenses	71,838	81,559	217,514	213,590
Depreciation and amortization	9,723	8,443	28,790	22,855
Acquisition transaction expenses	0	564	0	564
Total operating expenses	513,306	482,814	1,443,135	1,431,670
Operating income	18,903	14,359	38,138	72,403
Interest expense	5,949	4,913	17,252	13,895
Income before provision for income taxes	12,954	9,446	20,886	58,508
Provision for income taxes	5,015	3,655	8,084	22,642
Net income available to common stockholders	$ 7,939	$ 5,791	$ 12,802	$ 35,866
Earnings per share available to common stockholders:
Basic	$ 0.21	$ 0.15	$ 0.33	$ 0.94
Diluted	$ 0.21	$ 0.15	$ 0.33	$ 0.91
Weighted average common stock outstanding:
Basic	38,328	38,264	38,310	38,149
Diluted	38,340	39,471	38,360	39,446

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Net Income	$ 12,802	$ 35,866
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	30,829	24,448
(Gain) loss on disposal of property and equipment	(1,467)	(205)
(Gain) loss on sale of business	(4,916)	0
Share-based compensation	1,653	2,044
Provision for bad debts	1,386	1,852
Excess tax benefit on stock-based compensation		(1,175)
Tax deficiency from share based compensation	465
Deferred tax provision	947	2,054
Changes in:
Accounts receivable	(39,603)	(3,340)
Prepaid expenses and other assets	(4,119)	(7,287)
Accounts payable	48,319	(9,936)
Increase (Decrease) in Other Accrued Liabilities	1,223	(1,859)
Net cash provided by operating activities	47,519	42,462
Cash flows from investing activities:
Acquisition of business, net of cash acquired	0	(32,364)
Capital expenditures	(21,892)	(43,206)
Proceeds from sale of business	1,000	0
Proceeds from sale of buildings and equipment	6,014	5,313
Net cash used in investing activities	(14,878)	(70,257)
Cash flows from financing activities:
Borrowings under revolving credit facilities	197,789	154,127
Payments under revolving credit facilities	(213,038)	(231,127)
Long-term debt borrowings	0	110,000
Long-term debt payments	(14,750)	(5,000)
Debt issuance cost	(692)	(2,713)
Payments of contingent earnouts	798	3,317
Payments Related to Tax Withholding for Share-based Compensation	(276)
Proceeds from Issuance of Common Stock		(3,082)
Proceeds from Issuance of Common Stock, net of issuance costs		2,857
Tax deficiency from share based compensation	(465)
Excess tax benefit from share-based compensation		1,175
Reduction of capital lease obligation	(4,207)	(481)
Net cash (used in) provided by financing activities	(36,437)	25,521
Net (decrease) in cash and cash equivalents	(3,796)	(2,274)
Cash and cash equivalents:
Beginning of period	8,664	11,345
End of period	4,868	9,071
Supplemental cash flow information:
Cash paid for interest	14,734	11,685
Cash paid for income taxes, net	1,560	12,078
Non-cash sale of business	3,860	0
Capital Lease Obligations Incurred	0	6,399
Non-cash contingent earnout	$ 0	$ 4,114

Organization, Nature of Busines

Organization, Nature of Business and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
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 Global Solutions. Within its TL business, the Company operates a network of 46 TL service centers and 20 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 150 delivery agents. Within its Global Solutions business, the Company operates from seven service centers, ten dispatch offices, and five freight consolidation and inventory management centers 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 to its customers, including domestic and international air and ocean transportation services. 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, except as noted below with respect to the change in accounting principle and the change in reportable segments, 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. Change in Accounting Principle On January 1, 2016, the Company adopted a new methodology for accounting for debt issuance costs in accordance with the Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which requires debt issuance costs related to a recognized debt liability in the balance sheet to be presented as a direct reduction from the carrying amount of that debt liability. The change in methodology has been applied retrospectively. The balance of the debt issuance costs has been reclassified from other noncurrent assets to a direct reduction of long-term debt on the condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 . 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 Global Solutions. In 2016, the Company realigned two of its operating companies to different existing reportable segments based on consideration of services provided and alignment with segment management. The change in reportable segments, which affected the TL and Global Solutions segments, did not have any impact on previously reported consolidated financial results, but prior year segment results have been revised to align with the new reportable segment structure. New Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which will be effective for the Company in 2017. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. Under this amendment, deferred tax liabilities and assets would still be offset and presented as a single amount. Early adoption of the amendments is permitted and may either be applied prospectively or retrospectively. Deferred tax assets are currently reported as deferred income taxes and included as current assets in the condensed consolidated balance sheets. Adoption of the revised Accounting Standard will require the Company to reclassify the balance currently reported as deferred income taxes to other long-term liabilities in the condensed consolidated balance sheets. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 will be effective for the Company in 2017 and includes simplification of the following aspects of share-based payment transactions: Accounting for income taxes - All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Classification of excess tax benefits on the statement of cash flow - Excess tax benefits should be classified along with other income tax cash flows as an operating activity. Forfeitures - An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. 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 May 2014, the FASB issued Accounting Standards Update No. 2014-09 ("ASU 2014-09"), which was updated in August 2015 by Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606). 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. In March 2016, the FASB issued Accounting Standards Update No. 2016-08 ("ASU 2016-08"), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. Both ASU 2014-09 and ASU 2016-08 will be effective for the Company in 2018. The Company is in the process of evaluating the guidance in these Accounting Standards Updates and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230) ("ASU 2016-15"), which will be effective for the Company in 2018. ASU 2016-15 provides guidance on specific cash flow issues, including but not limited to: debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; and distributions received from equity method investees. ASU 2016-15 provides guidance on how to account for the cash inflows and/or outflows in the statement of cash flows. 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 October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other than Inventory ("ASU 2016-16"), which will be effective for the Company in 2018. Current GAAP prohibits the recognition of current and deferred income taxes for intra-entity asset transfers other than inventory (e.g. property and equipment) until the asset has been sold to an outside party. Under ASU 2016-16, the FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset when the transfer occurs. ASU 2016-16 does not include any new disclosure requirements; however, existing disclosure around the rate reconciliations and types of temporary differences and/or carryforward that give rise to a significant portion of deferred income taxes may be applicable. 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 February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), which will be effective for the Company in 2019. For financing leases, a lessee is required to: 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and 3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: 1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and 3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying assets not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. 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.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
Acquisitions	2. Acquisitions On July 28, 2015 , the Company acquired all of the outstanding partnership interests of Stagecoach Cartage and Distribution LP ("Stagecoach") for the purpose of expanding its presence within the TL segment. Cash consideration paid was $32.3 million . The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The Stagecoach purchase agreement calls for contingent consideration in the form of an earnout capped at $5.0 million . The former owners of Stagecoach are entitled to receive a payment equal to the amount by which Stagecoach's operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $7.0 million for the twelve month periods ending July 31, 2016, 2017, 2018, and 2019. Approximately $4.1 million was included in the TL purchase price allocation related to this earnout on the opening balance sheet. The results of operations and financial condition of this acquisition have been included in our condensed consolidated financial statements since its acquisition date. The acquisition of Stagecoach is considered immaterial. The goodwill for the acquisition is a result of acquiring and retaining the existing workforce and expected synergies from integrating the operations into the Company. Purchase accounting for the Stagecoach acquisition is considered final.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2016
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 evaluates goodwill and intangible assets for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires a two-step approach, the first of which is to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss. The Company has four reporting units for its three operating segments: TL, LTL, Global Solutions, and Warehousing & Consolidation, which is consolidated into the Company's Global Solutions operating segment. For purposes of the impairment analysis, the fair value of the Company’s reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates and growth rates, among others. The determination of fair value requires considerable judgment and is highly sensitive to changes in the underlying assumptions. The Company conducts its annual goodwill impairment analysis for each of its four reporting units as of July 1 of each year. As a result of the first step of its annual goodwill impairment analysis as of July 1, 2016, the Company determined that the fair value of the TL, Global Solutions, and Warehousing & Consolidation reporting units exceeded their respective carrying values by 10.0% , 5.3% , and 1.3% , respectively; thus no impairment was indicated for these reporting units. However, the Company determined that the fair value of the LTL reporting unit was less than its carrying value, indicating that the reporting unit's $197.3 million of goodwill, or a portion thereof, could be impaired. Therefore, the Company is required to perform the second step of the goodwill impairment analysis for its LTL reporting unit to measure the amount of goodwill impairment. The second step includes valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, a non-cash goodwill impairment loss is recognized in an amount equal to the excess, not to exceed the carrying amount. Given the timing and complexities involved in completing this analysis, the Company has not yet completed step two of its goodwill impairment analysis for its LTL reporting unit. At this time, the Company is unable to provide a reasonable estimate for the non-cash goodwill impairment loss. The Company expects to complete step two of its goodwill impairment analysis for its LTL reporting unit during the fourth quarter of 2016. Any such non-cash goodwill impairment loss may be material to the Company's results of operations, but would have no impact on the Company's liquidity, credit agreement or compliance with the existing debt agreements. As indicated in Note 1, in connection with the change in reportable segments, the Company reallocated goodwill of $77.5 million between the TL and Global Solutions segments as of December 31, 2015 . The following is a rollforward of goodwill from December 31, 2015 to September 30, 2016 by reportable segment (in thousands): TL LTL Global Solutions Total Goodwill balance as of December 31, 2015 $ 262,870 $ 197,312 $ 230,936 $ 691,118 Adjustments to goodwill for purchase accounting 3,184 — — 3,184 Goodwill balance as of September 30, 2016 $ 266,054 $ 197,312 $ 230,936 $ 694,302 Intangible assets consist primarily of customer relationships acquired from business acquisitions. As indicated in Note 1, in connection with the change in reportable segments, the Company reallocated net intangible assets of $2.7 million between the TL and Global Solutions segments as of December 31, 2015 . Intangible assets as of September 30, 2016 and December 31, 2015 were as follows (in thousands): September 30, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying TL $ 58,468 $ (13,320 ) $ 45,148 $ 58,468 $ (9,714 ) $ 48,754 LTL 1,358 (1,067 ) 291 1,358 (1,017 ) 341 Global Solutions 38,427 (13,598 ) 24,829 38,427 (10,828 ) 27,599 Total $ 98,253 $ (27,985 ) $ 70,268 $ 98,253 $ (21,559 ) $ 76,694 The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $2.1 million and $2.0 million for the three months ended September 30, 2016 and 2015 , respectively. Amortization expense was $6.4 million and $6.1 million for the nine months ended September 30, 2016 and 2015 , respectively. Estimated amortization expense for each of the next five years based on intangible assets as of September 30, 2016 is as follows (in thousands): Remainder 2016 $ 2,169 2017 8,558 2018 8,293 2019 7,990 2020 7,617 2021 7,435 Thereafter 28,206 Total $ 70,268

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2016
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. Certain of the Company’s acquisitions contain contingent purchase obligations in the form of earn-outs as described in Note 2. The contingent purchase obligation related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value. Changes to the fair value are recognized as income or expense within other operating expenses in the condensed consolidated statements of operations. In measuring the fair value of the contingent purchase obligation, the Company used an income approach that considers the expected future earnings of the acquired businesses, for the varying performance periods, based on historical performance and the resulting contingent payments, discounted at a risk-adjusted rate. The range of undiscounted outcomes for the estimated contingent payments is zero to $5.6 million . The following table presents information, as of September 30, 2016 and December 31, 2015 , about the Company’s financial liabilities (in thousands): September 30, 2016 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 4,306 $ 4,306 Total liabilities at fair value $ — $ — $ 4,306 $ 4,306 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 6,722 $ 6,722 Total liabilities at fair value $ — $ — $ 6,722 $ 6,722 The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Balance, beginning of period $ 5,124 $ 3,481 $ 6,722 $ 7,665 Earnouts related to acquisitions — 4,114 — 4,114 Payments of contingent purchase obligations — — (798 ) (3,317 ) Adjustments to contingent purchase obligations (1) (818 ) 57 (1,618 ) (810 ) Balance, end of period $ 4,306 $ 7,652 $ 4,306 $ 7,652 (1) Adjustments to contingent purchase obligations are reported in other operating expenses in the condensed consolidated statements of operations.

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Long-term debt	5. Long-Term Debt Long-term debt as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, December 31, Senior debt: Revolving credit facility $ 127,900 $ 143,149 Term loan 281,500 296,250 Total debt 409,400 439,399 Less: Debt issuance costs (5,220 ) (6,569 ) Total debt, net of debt issuance costs 404,180 432,830 Less: Current maturities (404,180 ) (15,000 ) Total long-term debt, net of current maturities $ — $ 417,830 On September 24, 2015 , the Company entered into a sixth amended and restated credit agreement (the "credit agreement") with U.S. Bank National Association and other lenders, which increased the revolving credit facility from $350.0 million to $400.0 million and the term loan from $200.0 million to $300.0 million . The credit facility matures on July 9, 2019 . Principal on the term loan is due in quarterly installments of $3.8 million . On June 17, 2016, the Company entered into a Consent, Waiver, and First Amendment (the "Amendment") to the credit agreement. Pursuant to the Amendment, the Company, among other things, reduced the revolving line of credit under the senior credit facility from a maximum aggregate amount of $400.0 million to $300.0 million . The Company further reduced the revolving line of credit under the senior credit facility to $250.0 million pursuant to the Waiver discussed below. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a maximum cash flow leverage ratio and a minimum fixed charge coverage ratio. Pursuant to the Amendment, the maximum cash flow leverage ratio and minimum fixed charge coverage ratio were modified for certain future periods. As modified by the Amendment, the maximum cash flow leverage ratio was 4.00 to 1.0 for the four quarters ended September 30, 2016 and then decreases to 3.75 to 1.0 for the four quarters ending December 31, 2016, 3.50 to 1.0 for the four quarters ending March 31, 2017, 3.25 to 1.0 for the four quarters ending June 30, 2017, and finally to 3.00 to 1.0 for all periods thereafter. As modified by the Amendment, the minimum fixed charge coverage ratio was 1.15 to 1.0 for the four quarters ended September 30, 2016 and December 30, 2016, and increases to 1.25 to 1.0 for all periods thereafter. As of September 30, 2016 , the Company was not in compliance with its cash flow leverage ratio requirement and obtained a waiver from U.S. Bank and the other lenders. Because the Company believes it is probable that the Company will not be in compliance with the cash flow leverage ratio as of December 31, 2016, the Company has classified its long-term debt as current in the accompanying condensed consolidated balance sheet as of September 30, 2016 . See the section titled "Capital and Liquidity Resources" in "Management's Discussion and Analysis" for further discussion. 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 credit agreement also prohibits the Company from paying dividends without the consent of the lenders. The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy described 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. 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 3.50% , or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.50% . The revolving credit facility also provides for the issuance of up to $40.0 million in letters of credit. As of September 30, 2016 , the Company had outstanding letters of credit totaling $22.8 million . As of September 30, 2016 , total availability under the revolving credit facility was $149.3 million . The average interest rate on the credit agreement was 4.1% as of September 30, 2016 .

Stockholders' Investment

Stockholders' Investment	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Stockholders' investment	6. Stockholders’ Investment Changes in stockholders’ investment for the three and nine months ended September 30, 2016 and 2015 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Beginning balance $ 618,834 $ 594,812 $ 613,307 $ 558,775 Net income 7,939 5,791 12,802 35,866 Share-based compensation 527 423 1,653 2,044 Issuance costs from secondary stock offering — (225 ) — (225 ) Issuance of common stock from share-based compensation, net of shares withheld for income taxes (99 ) (68 ) (465 ) 3,082 (Tax Deficiency) excess tax benefit on share-based compensation (180 ) (16 ) (276 ) 1,175 Ending balance $ 627,021 $ 600,717 $ 627,021 $ 600,717

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2016
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. Diluted earnings per share is 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. The Company had stock options and warrants outstanding of 3,265,393 as of September 30, 2016 that were not included in the computation of diluted earnings per share because they were not assumed to be exercised under the treasury stock method or because they were anti-dilutive. As of September 30, 2015 , 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic weighted average common stock outstanding 38,328 38,264 38,310 38,149 Effect of dilutive securities Employee stock options — 70 4 96 Warrants — 1,089 28 1,150 Restricted stock units 12 48 18 51 Diluted weighted average common stock outstanding 38,340 39,471 38,360 39,446

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The effective income tax rate was 38.7% for three and nine months ended September 30, 2016 and 2015 . 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.

Guarantees (Notes)

Guarantees (Notes)	9 Months Ended
	Sep. 30, 2016
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 $13.2 million as of September 30, 2016 . The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of September 30, 2016 . 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. The declining quality and performance of the equipment in certain lease purchase programs has caused escalating repair and maintenance expenses for the Company's ICs, which coupled with the softened demand experienced during the third quarter of 2015, resulted in increased turnover and default by certain ICs. As a result, the Company experienced an acceleration of its IC recruiting costs, guarantee payments, and reseating and reconditioning costs associated with these lease purchase programs. Accordingly, the Company decided to terminate certain lease purchase guarantee programs in favor of new lease purchase programs that do not involve a guarantee from the Company and utilize newer equipment under warranty. The Company paid $1.7 million and $2.0 million during the third quarter of 2016 and 2015 , respectively, associated with the lease purchase guarantee equipment. The Company paid $5.1 million and $2.0 million during the first nine months of 2016 and 2015 , respectively, associated with the lease purchase guarantee equipment.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
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 $1,000,000 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 September 30, 2016 and December 31, 2015 , the Company had reserves for estimated uninsured losses of $5.8 million and $7.2 million , respectively. In addition to the legal proceedings described above, like many others in the transportation services industry, the Company is a defendant in six purported class-action lawsuits in California alleging violations of various California labor laws and one purported class-action lawsuit in Illinois alleging violations of the Illinois Wage Payment and Collection Act. 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 twelve 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 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.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Related party transactions	11. Related Party Transactions The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) that requires the Company to pay transaction fees and an annual advisory fee of $0.1 million . The Company made no payments to HCI during the three months ended September 30, 2016 or 2015 . The Company paid an aggregate of $0.2 million and $0.1 million to HCI during the nine months ended September 30, 2016 and 2015 , respectively, for the annual advisory fee and travel expenses incurred. The Company owed an aggregate of $0.8 million to HCI during the three months ended September 30, 2015 for services rendered in connection with the sixth amended and restated credit agreement. The Company has a number of facility leases with related parties and paid an aggregate of $0.7 million and $0.5 million under these leases during the three months ended September 30, 2016 and 2015 , respectively. The Company paid an aggregate of $1.9 million and $0.7 million under these leases during the nine months ended September 30, 2016 and 2015 , respectively. During the second quarter ended June 30, 2016, the Company entered into and completed a sale leaseback transaction to sell the Stagecoach corporate office to an entity owned by one of the former owners of Stagecoach for a total sale price of $3.5 million . The Company recognized a gain of $0.9 million on the sale of the property, which is recorded in other operating expenses for the nine months ended September 30, 2016 .

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2016
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 reportable segments: TL, LTL, and Global Solutions. As indicated in Note 1, the Company realigned two of its operating companies into different reportable segments. Segment disclosures as of December 31, 2015 and for the three and nine months ended September 30, 2015 have been revised to reflect this change in reportable segments. 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 nine months ended September 30, 2016 and 2015 and as of September 30, 2016 and December 31, 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenues: TL $ 335,383 $ 281,412 $ 891,427 $ 839,307 LTL 118,918 127,284 354,694 397,872 Global Solutions 83,294 94,198 249,848 286,896 Eliminations (5,386 ) (5,721 ) (14,696 ) (20,002 ) Total 532,209 497,173 1,481,273 1,504,073 Operating income: TL $ 15,368 $ 13,364 $ 27,466 $ 48,485 LTL 1,400 1,955 3,312 18,981 Global Solutions 7,086 8,525 21,437 23,358 Corporate (4,951 ) (9,485 ) (14,077 ) (18,421 ) Total operating income 18,903 14,359 38,138 72,403 Interest expense 5,949 4,913 17,252 13,895 Income before provision for income taxes $ 12,954 $ 9,446 $ 20,886 $ 58,508 Depreciation and amortization: TL $ 6,886 $ 6,011 $ 20,561 $ 15,639 LTL 1,135 822 3,147 2,394 Global Solutions 1,296 1,249 3,883 3,796 Corporate 406 361 1,199 1,026 Total $ 9,723 $ 8,443 $ 28,790 $ 22,855 Capital expenditures (1) : TL $ 6,361 $ 12,646 $ 13,908 $ 34,552 LTL 1,271 2,120 4,004 6,391 Global Solutions 432 82 3,405 243 Corporate 62 644 575 8,496 Total $ 8,126 $ 15,492 $ 21,892 $ 49,682 (1) The total capital expenditures for the three and nine months ended September 30, 2015 includes both cash and non-cash portions as reflected in the Condensed Consolidated Statements of Cash Flows. September 30, 2016 December 31, 2015 Assets: TL $ 738,146 $ 768,064 LTL 714,868 669,518 Global Solutions 311,478 319,703 Corporate 10,817 11,274 Eliminations (424,017 ) (449,003 ) Total $ 1,351,292 $ 1,319,556

Organization, Nature of Busin18

Organization, Nature of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
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 Global Solutions. Within its TL business, the Company operates a network of 46 TL service centers and 20 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 150 delivery agents. Within its Global Solutions business, the Company operates from seven service centers, ten dispatch offices, and five freight consolidation and inventory management centers 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 to its customers, including domestic and international air and ocean transportation services. 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, except as noted below with respect to the change in accounting principle and the change in reportable segments, 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.
Changes in Accounting Principles	Change in Accounting Principle On January 1, 2016, the Company adopted a new methodology for accounting for debt issuance costs in accordance with the Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which requires debt issuance costs related to a recognized debt liability in the balance sheet to be presented as a direct reduction from the carrying amount of that debt liability. The change in methodology has been applied retrospectively. The balance of the debt issuance costs has been reclassified from other noncurrent assets to a direct reduction of long-term debt on the condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 .
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 Global Solutions. In 2016, the Company realigned two of its operating companies to different existing reportable segments based on consideration of services provided and alignment with segment management. The change in reportable segments, which affected the TL and Global Solutions segments, did not have any impact on previously reported consolidated financial results, but prior year segment results have been revised to align with the new reportable segment structure.
New Accounting Pronouncements	New Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which will be effective for the Company in 2017. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. Under this amendment, deferred tax liabilities and assets would still be offset and presented as a single amount. Early adoption of the amendments is permitted and may either be applied prospectively or retrospectively. Deferred tax assets are currently reported as deferred income taxes and included as current assets in the condensed consolidated balance sheets. Adoption of the revised Accounting Standard will require the Company to reclassify the balance currently reported as deferred income taxes to other long-term liabilities in the condensed consolidated balance sheets. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 will be effective for the Company in 2017 and includes simplification of the following aspects of share-based payment transactions: Accounting for income taxes - All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Classification of excess tax benefits on the statement of cash flow - Excess tax benefits should be classified along with other income tax cash flows as an operating activity. Forfeitures - An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. 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 May 2014, the FASB issued Accounting Standards Update No. 2014-09 ("ASU 2014-09"), which was updated in August 2015 by Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606). 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. In March 2016, the FASB issued Accounting Standards Update No. 2016-08 ("ASU 2016-08"), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. Both ASU 2014-09 and ASU 2016-08 will be effective for the Company in 2018. The Company is in the process of evaluating the guidance in these Accounting Standards Updates and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230) ("ASU 2016-15"), which will be effective for the Company in 2018. ASU 2016-15 provides guidance on specific cash flow issues, including but not limited to: debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; and distributions received from equity method investees. ASU 2016-15 provides guidance on how to account for the cash inflows and/or outflows in the statement of cash flows. 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 October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other than Inventory ("ASU 2016-16"), which will be effective for the Company in 2018. Current GAAP prohibits the recognition of current and deferred income taxes for intra-entity asset transfers other than inventory (e.g. property and equipment) until the asset has been sold to an outside party. Under ASU 2016-16, the FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset when the transfer occurs. ASU 2016-16 does not include any new disclosure requirements; however, existing disclosure around the rate reconciliations and types of temporary differences and/or carryforward that give rise to a significant portion of deferred income taxes may be applicable. 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 February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), which will be effective for the Company in 2019. For financing leases, a lessee is required to: 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and 3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: 1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and 3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying assets not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. 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.

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Rollforward of goodwill by reportable segment	TL LTL Global Solutions Total Goodwill balance as of December 31, 2015 $ 262,870 $ 197,312 $ 230,936 $ 691,118 Adjustments to goodwill for purchase accounting 3,184 — — 3,184 Goodwill balance as of September 30, 2016 $ 266,054 $ 197,312 $ 230,936 $ 694,302
Intangible assets	September 30, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying TL $ 58,468 $ (13,320 ) $ 45,148 $ 58,468 $ (9,714 ) $ 48,754 LTL 1,358 (1,067 ) 291 1,358 (1,017 ) 341 Global Solutions 38,427 (13,598 ) 24,829 38,427 (10,828 ) 27,599 Total $ 98,253 $ (27,985 ) $ 70,268 $ 98,253 $ (21,559 ) $ 76,694
Estimated amortization expense	Remainder 2016 $ 2,169 2017 8,558 2018 8,293 2019 7,990 2020 7,617 2021 7,435 Thereafter 28,206 Total $ 70,268

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Financial liabilities measured at fair value on a recurring basis	September 30, 2016 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 4,306 $ 4,306 Total liabilities at fair value $ — $ — $ 4,306 $ 4,306 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 6,722 $ 6,722 Total liabilities at fair value $ — $ — $ 6,722 $ 6,722
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 nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Balance, beginning of period $ 5,124 $ 3,481 $ 6,722 $ 7,665 Earnouts related to acquisitions — 4,114 — 4,114 Payments of contingent purchase obligations — — (798 ) (3,317 ) Adjustments to contingent purchase obligations (1) (818 ) 57 (1,618 ) (810 ) Balance, end of period $ 4,306 $ 7,652 $ 4,306 $ 7,652 (1) Adjustments to contingent purchase obligations are reported in other operating expenses in the condensed consolidated statements of operations.

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Long-term debt	September 30, December 31, Senior debt: Revolving credit facility $ 127,900 $ 143,149 Term loan 281,500 296,250 Total debt 409,400 439,399 Less: Debt issuance costs (5,220 ) (6,569 ) Total debt, net of debt issuance costs 404,180 432,830 Less: Current maturities (404,180 ) (15,000 ) Total long-term debt, net of current maturities $ — $ 417,830

Stockholders' Investment (Table

Stockholders' Investment (Tables)	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Schedule of changes in stockholders' investment	Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Beginning balance $ 618,834 $ 594,812 $ 613,307 $ 558,775 Net income 7,939 5,791 12,802 35,866 Share-based compensation 527 423 1,653 2,044 Issuance costs from secondary stock offering — (225 ) — (225 ) Issuance of common stock from share-based compensation, net of shares withheld for income taxes (99 ) (68 ) (465 ) 3,082 (Tax Deficiency) excess tax benefit on share-based compensation (180 ) (16 ) (276 ) 1,175 Ending balance $ 627,021 $ 600,717 $ 627,021 $ 600,717

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Reconciling basic weighted average stock outstanding to diluted weighted average stock outstanding	Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic weighted average common stock outstanding 38,328 38,264 38,310 38,149 Effect of dilutive securities Employee stock options — 70 4 96 Warrants — 1,089 28 1,150 Restricted stock units 12 48 18 51 Diluted weighted average common stock outstanding 38,340 39,471 38,360 39,446

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
Schedule of financial data of reportable segments	Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenues: TL $ 335,383 $ 281,412 $ 891,427 $ 839,307 LTL 118,918 127,284 354,694 397,872 Global Solutions 83,294 94,198 249,848 286,896 Eliminations (5,386 ) (5,721 ) (14,696 ) (20,002 ) Total 532,209 497,173 1,481,273 1,504,073 Operating income: TL $ 15,368 $ 13,364 $ 27,466 $ 48,485 LTL 1,400 1,955 3,312 18,981 Global Solutions 7,086 8,525 21,437 23,358 Corporate (4,951 ) (9,485 ) (14,077 ) (18,421 ) Total operating income 18,903 14,359 38,138 72,403 Interest expense 5,949 4,913 17,252 13,895 Income before provision for income taxes $ 12,954 $ 9,446 $ 20,886 $ 58,508 Depreciation and amortization: TL $ 6,886 $ 6,011 $ 20,561 $ 15,639 LTL 1,135 822 3,147 2,394 Global Solutions 1,296 1,249 3,883 3,796 Corporate 406 361 1,199 1,026 Total $ 9,723 $ 8,443 $ 28,790 $ 22,855 Capital expenditures (1) : TL $ 6,361 $ 12,646 $ 13,908 $ 34,552 LTL 1,271 2,120 4,004 6,391 Global Solutions 432 82 3,405 243 Corporate 62 644 575 8,496 Total $ 8,126 $ 15,492 $ 21,892 $ 49,682 (1) The total capital expenditures for the three and nine months ended September 30, 2015 includes both cash and non-cash portions as reflected in the Condensed Consolidated Statements of Cash Flows. September 30, 2016 December 31, 2015 Assets: TL $ 738,146 $ 768,064 LTL 714,868 669,518 Global Solutions 311,478 319,703 Corporate 10,817 11,274 Eliminations (424,017 ) (449,003 ) Total $ 1,351,292 $ 1,319,556

Organization Nature of Business

Organization Nature of Business and Significant Accounting Policies (Details Textual)	9 Months Ended
	Sep. 30, 2016SegmentCentersFacilitiesAgentsCentres
Operations [Line Items]
Number of Operating Segments | Segment	3
TL [Member]
Operations [Line Items]
Number of Service Centers	46
Number of Dispatch Offices | Centres	20
Number of Independent Agents | Agents	100
LTL [Member]
Operations [Line Items]
Number of Service Centers	45
Number of Delivery Agents | Agents	150
Global Solutions [Member]
Operations [Line Items]
Number of Service Centers	7
Number of Dispatch Offices | Centres	10
Number of Consolidation Facilities | Facilities	5

Acquisitions (Details Textual)

Acquisitions (Details Textual) - USD ($) $ in Millions	Jul. 28, 2015	Sep. 30, 2016
Business Acquisition (Textual) [Abstract]
Contingent Consideration Arrangements, Range of Outcomes, Value, High		$ 5.6
Stagecoach [Member]
Business Acquisition (Textual) [Abstract]
Date of acquisition		Jul. 28, 2015
Consideration Transferred	$ 32.3
Contingent Consideration Arrangements, Range of Outcomes, Value, High		$ 5
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability	$ 4.1
Stagecoach [Member] | 2016 [Member]
Business Acquisition (Textual) [Abstract]
Contingent Consideration Arrangements, Basis		7
Stagecoach [Member] | 2017 [Member]
Business Acquisition (Textual) [Abstract]
Contingent Consideration Arrangements, Basis		7
Stagecoach [Member] | 2018 [Member]
Business Acquisition (Textual) [Abstract]
Contingent Consideration Arrangements, Basis		7
Stagecoach [Member] | 2019 [Member]
Business Acquisition (Textual) [Abstract]
Contingent Consideration Arrangements, Basis		$ 7

(Narrative) (Details)

(Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 694,302		$ 694,302		$ 691,118
Goodwill and Intangible Assets (Additional Textual) [Abstract]
Amortization of Intangible Assets	2,100	$ 2,000	$ 6,400	$ 6,100
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
LTL [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 197,312		$ 197,312		$ 197,312

(Goodwill acquired in business

(Goodwill acquired in business combination by reportable segment) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2015	$ 691,118
Goodwill, Purchase Accounting Adjustments	3,184
Goodwill balance as of March 31, 2016	694,302
TL [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2015	262,870
Goodwill, Purchase Accounting Adjustments	3,184
Goodwill balance as of March 31, 2016	266,054
LTL [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2015	197,312
Goodwill, Purchase Accounting Adjustments	0
Goodwill balance as of March 31, 2016	197,312
Global Solutions [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2015	230,936
Goodwill, Purchase Accounting Adjustments	0
Goodwill balance as of March 31, 2016	230,936
Re-allocation [Member]
Rollforward of goodwill by reportable segment
Goodwill balance as of December 31, 2015	$ 77,500

(Intangible Assets Acquired fro

(Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 2,100	$ 2,000	$ 6,400	$ 6,100
Intangible assets
Gross Carrying Amount	98,253		98,253		$ 98,253
Accumulated Amortization	(27,985)		(27,985)		(21,559)
Net Carrying Value	70,268		70,268		76,694
TL [Member]
Intangible assets
Gross Carrying Amount	58,468		58,468		58,468
Accumulated Amortization	(13,320)		(13,320)		(9,714)
Net Carrying Value	45,148		45,148		48,754
LTL [Member]
Intangible assets
Gross Carrying Amount	1,358		1,358		1,358
Accumulated Amortization	(1,067)		(1,067)		(1,017)
Net Carrying Value	291		291		341
Global Solutions [Member]
Intangible assets
Gross Carrying Amount	38,427		38,427		38,427
Accumulated Amortization	(13,598)		(13,598)		(10,828)
Net Carrying Value	$ 24,829		$ 24,829		27,599
Re-allocation [Member]
Intangible assets
Net Carrying Value					$ 2,700

(Amortization of Intangibles) (

(Amortization of Intangibles) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 2,100	$ 2,000	$ 6,400	$ 6,100
Estimated amortization expense
Remainder 2,015	2,169		2,169
2,016	8,558		8,558
2,017	8,293		8,293
2,018	7,990		7,990
2,019	7,617		7,617
2,020	7,435		7,435
Thereafter	28,206		28,206
Net Carrying Value	$ 70,268		$ 70,268		$ 76,694

Fair Value Measurement (Liabili

Fair Value Measurement (Liabilities on Recurring Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Contingent Consideration Arrangements, Range of Outcomes, Value, Low	$ 0
Contingent Consideration Arrangements, Range of Outcomes, Value, High	5,600
Financial liabilities measured at fair value on a recurring basis
Total liabilities at fair value	4,306	$ 6,722
Income approach valuation technique [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	4,306	6,722
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	4,306	6,722
Level 3 [Member] | Income approach valuation technique [Member]
Financial liabilities measured at fair value on a recurring basis
Contingent Liability, Fair Value Disclosure	$ 4,306	$ 6,722

Fair Value Measurement Fair Val

Fair Value Measurement Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Balance, beginning of period	$ 5,124	$ 3,481	$ 6,722	$ 7,665
Earnouts related to acquisitions	0	4,114	0	4,114
Payments of contingent purchase obligations	0	0	798	3,317
Adjustments to contingent purchase obligation	(818)	57	(1,618)	(810)
Balance, end of period	$ 4,306	$ 7,652	$ 4,306	$ 7,652

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 24, 2015	Jul. 09, 2014
Senior debt:
Total debt	$ 409,400	$ 439,399
Less: Debt issuance costs	(5,220)	(6,569)
Total debt, net of debt issuance costs	404,180	432,830
Less: Current maturities	(404,180)	(15,000)
Total long-term debt, net of current maturities and debt issuance costs	0	417,830
Revolving credit facility [Member]
Senior debt:
Total debt	127,900	143,149
Term loans [Member]
Senior debt:
Total debt	$ 281,500	$ 296,250
Revolving credit facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 400,000	$ 350,000

Long-Term Debt (Details Textual

Long-Term Debt (Details Textual) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 24, 2015	Jul. 09, 2014
Line of Credit Facility [Line Items]
Debt Instrument Maturities Quarterly Repayments of Principal		$ 3.8
Debt Instrument, Maturity Date	Jul. 9, 2019
Revolving Credit Facility, Capacity Available for Letter of Credit	$ 40
Outstanding letters of credit	22.8
Total availability under revolving credit facility	$ 149.3
Average interest rate on credit agreement	4.10%
Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		400	$ 350
Line of Credit Facility, Current Borrowing Capacity		300
Eurocurrency [Member]
Line of Credit Facility [Line Items]
Interest rate applicable margin range, Minimum	2.00%
Interest Rate applicable margin range, Maximum	3.50%
Base Rate [Member]
Line of Credit Facility [Line Items]
Interest rate applicable margin range, Minimum	1.00%
Interest Rate applicable margin range, Maximum	2.50%
Term Loan Facility Maturing [Member]
Line of Credit Facility [Line Items]
Term loan		$ 300	$ 200

Stockholders' Investment (Detai

Stockholders' Investment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Stockholders' investment:
Beginning balance	$ 618,834	$ 594,812	$ 613,307	$ 558,775
Net Income	7,939	5,791	12,802	35,866
Share-based Compensation	527	423	1,653	2,044
Issuance costs from secondary stock offering	0	(225)	0	(225)
Issuance of restricted stock, net of tax withholdings	(99)	(68)	465
Issuance of common stock from share-based compensation				3,082
Excess tax benefit on share-based compensation				1,175
Income Tax Deficiency from Share-based Compensation	(180)	(16)	(276)
Ending balance	$ 627,021	$ 600,717	$ 627,021	$ 600,717

Earnings Per Share (Details)

Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			3,265,393
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Basic weighted average stock outstanding	38,328,000	38,264,000	38,310,000	38,149,000
Dilutive weighted average stock outstanding	38,340,000	39,471,000	38,360,000	39,446,000
Warrant [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Warrants	0	1,089,000	28,000	1,150,000
Employee Stock Option [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Employee stock options	0	70,000	4,000	96,000
Restricted Stock Units (RSUs) [Member]
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding
Employee stock options	12,000	48,000	18,000	51,000

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Taxes (Textual) [Abstract]
Effective income tax rate	38.70%	38.70%	38.70%	38.70%
Federal corporate income tax rate			35.00%

Guarantees (Details)

Guarantees (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Guarantor Obligations [Line Items]
Guarantees ExpirationYear			2,020
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 13.2		$ 13.2
Loss Contingency Accrual, Payments	$ 1.7	$ 2	$ 5.1	$ 2

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Insurance Claims [Member]
Commitments and Contingencies (Textual) [Abstract]
Liability and cargo insurance coverage for claims	$ 1,000,000
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	$ 5,800,000	$ 7,200,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 12, 2011
Related Party Transaction [Line Items]
Related Party Transaction, Payment	$ 0.2			$ 0.1
Annual advisory fee					$ 0.1
Related Party Transaction, Amounts of Transaction		$ 0.8
Sale leaseback transaction, proceeds	3.5
Sale Leaseback Transaction, Current Period Gain Recognized	0.9
Facilities Lease [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Payment	$ 0.7	$ 0.5	$ 1.9	$ 0.7

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)Segment	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Segment Reporting Information [Line Items]
Number of Operating Segments | Segment			3
Schedule of financial data of reportable segments
Revenues	$ 532,209	$ 497,173	$ 1,481,273	$ 1,504,073
Operating Income	18,903	14,359	38,138	72,403
Interest expense	5,949	4,913	17,252	13,895
Income before provision for income taxes	12,954	9,446	20,886	58,508
Depreciation and amortization	9,723	8,443	28,790	22,855
Capital expenditures, cash and non-cash	8,126	15,492	21,892	49,682
Total assets	1,351,292		1,351,292		$ 1,319,556
Global Solutions [Member]
Schedule of financial data of reportable segments
Revenues	83,294	94,198	249,848	286,896
Operating Income	7,086	8,525	21,437	23,358
Depreciation and amortization	1,296	1,249	3,883	3,796
Capital expenditures, cash and non-cash	432	82	3,405	243
Total assets	311,478		311,478		319,703
TL [Member]
Schedule of financial data of reportable segments
Revenues	335,383	281,412	891,427	839,307
Operating Income	15,368	13,364	27,466	48,485
Depreciation and amortization	6,886	6,011	20,561	15,639
Capital expenditures, cash and non-cash	6,361	12,646	13,908	34,552
Total assets	738,146		738,146		768,064
LTL [Member]
Schedule of financial data of reportable segments
Revenues	118,918	127,284	354,694	397,872
Operating Income	1,400	1,955	3,312	18,981
Depreciation and amortization	1,135	822	3,147	2,394
Capital expenditures, cash and non-cash	1,271	2,120	4,004	6,391
Total assets	714,868		714,868		669,518
Corporate, Non-Segment [Member]
Schedule of financial data of reportable segments
Operating Income	(4,951)	(9,485)	(14,077)	(18,421)
Depreciation and amortization	406	361	1,199	1,026
Capital expenditures, cash and non-cash	62	644	575	8,496
Total assets	10,817		10,817		11,274
Consolidation, Eliminations [Member]
Schedule of financial data of reportable segments
Revenues	(5,386)	$ (5,721)	(14,696)	$ (20,002)
Total assets	$ (424,017)		$ (424,017)		$ (449,003)