UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 13, 2019
Date of report (Date of earliest event reported)
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 001-34734 | 20-2454942 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 1431 Opus Place, Suite 530 Downers Grove, Illinois | 60515 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(414) 615-1500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | RRTS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 7.01. | Regulation FD Disclosure. | |
Roadrunner Transportation Systems, Inc. (the “Company”) changed its segment reporting effective April 1, 2019, when the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, began assessing the performance of the Active On-Demand air and ground expedite business separately from its truckload businesses. Based on this information, the Company has determined that it has four segments: Ascent Global Logistics (“Ascent”), Active On-Demand, Less-than-Truckload (“LTL”) and Truckload (“TL”).
The information contained herein is being furnished to provide summary financial information and historical data for the annual periods ended December 31, 2017 and 2018; the first, third and fourth quarterly periods in fiscal 2018; and the first quarterly period in fiscal 2019 on a basis consistent with the Company’s new segments. While this financial data reflects the change in the Company’s segments, these changes have no effect on the Company’s historical consolidated results of operations.
The Company began to report results under the new segment reporting structure effective with the filing of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019. That Quarterly Report on Form 10-Q included the results of the second quarterly period in fiscal 2018 under the new segment reporting structure.
The information contained in this Current Report in Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except if the Company expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. | |
| (a) | Financial Statements of Business Acquired. | |
| Not applicable. | ||
| (b) | Pro Forma Financial Information. | |
| Not applicable. | ||
| (c) | Shell Company Transactions. | |
| Not applicable. | ||
| (d) | Exhibits. | |
| Exhibit | ||
| Number | ||
| 99.1 | ||
SIGNATURES
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| ROADRUNNER TRANSPORTATION SYSTEMS, INC. | ||||||
| Date: August 13, 2019 | By: | /s/ Curtis W. Stoelting | ||||
| Curtis W. Stoelting | ||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||