Jack Cooper 10-Q 13 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2016shares
Document and Entity Information
Entity Registrant Name	Jack Cooper Holdings Corp.
Entity Central Index Key	1,655,780
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	100
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Operating Revenues	$ 175,771	$ 157,883
Operating Expenses
Compensation and benefits	90,691	84,839
Fuel	12,818	16,847
Depreciation and amortization	12,904	12,696
Repairs and maintenance	13,580	11,618
Other operating	30,920	27,431
Selling, general and administrative expenses	12,825	15,392
Loss on disposal of property and equipment	659	612
Total operating expenses	174,397	169,435
Operating Income (Loss)	1,374	(11,552)
Other Expense (Income)
Interest expense, net	11,538	9,865
Other, net	(2,806)	3,160
Total other expenses	8,732	13,025
Loss Before Income Taxes	(7,358)	(24,577)
Provision for Income Taxes	255	268
Net Loss	(7,613)	(24,845)
Other Comprehensive Income (Loss), Net of Tax
Amortization of actuarial pension gain	21	23
Foreign currency translation gain (loss)	(1,991)	1,024
Loss on marketable securities held-for-sale		(15)
Comprehensive Loss	$ (9,583)	$ (23,813)

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 4,081	$ 2,571
Accounts receivable, net of allowance	53,246	49,082
Prepaid expenses	24,441	20,475
Assets held for sale	1,937	1,947
Total current assets	83,705	74,075
Restricted cash	120	120
Property and equipment, net	133,284	139,110
Goodwill	32,248	32,248
Intangibles, net	28,022	28,604
Deposits and other assets	25,125	20,806
Deferred tax assets	15	6
Total assets	302,519	294,969
Current Liabilities
Credit Facility	58,388	50,636
Current maturities of long-term debt	2,287	3,510
Accounts payable	31,698	34,470
Accrued wages and vacation payable	23,741	19,120
Other accrued liabilities	35,144	26,683
Total current liabilities	151,258	134,419
Other liabilities	3,270	3,509
Long-term debt, less current maturities	439,267	439,106
Pension liability	1,888	1,855
Deferred income taxes	9,640	9,511
Total liabilities	$ 605,323	$ 588,400
Stockholders' Deficit
Common stock, $0.0001 par value; 1,000 shares authorized; 100 issued and outstanding at March 31, 2016 and December 31, 2015.
Additional paid-in capital	$ 17,635	$ 17,425
Accumulated deficit	(320,751)	(313,138)
Accumulated other comprehensive income	312	2,282
Total stockholders' deficit	$ (302,804)	$ (293,431)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ 302,519	$ 294,969

CONDENSED CONSOLIDATED BALANCE4

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Activities
Net loss	$ (7,613)	$ (24,845)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	12,904	12,696
Deferred financing cost amortization	723	567
Loss on disposal of property and equipment	659	612
Deferred income taxes	120	166
Stock based compensation	210	281
Non-cash interest income	(97)	(232)
Unrealized foreign exchange losses (gains), net	(2,767)	3,176
Changes in assets and liabilities:
Trade and other receivables	(4,594)	(5,931)
Prepaid expenses	(3,891)	(2,238)
Accounts payable and accrued expenses	10,507	17,465
Other non-current assets	(4,386)	(2,246)
Other non-current liabilities	(25)	36
Net cash provided by (used in) operating activities	1,750	(493)
Investing Activities
Proceeds from sale of property and equipment	7	72
Purchases of property and equipment	(6,184)	(5,627)
Net cash used in investing activities	(6,177)	(5,555)
Financing Activities
Borrowings under Credit Facility	38,906	34,080
Payments on Credit Facility	(31,154)	(29,985)
Principal payments on long-term debt	(1,936)	(2,215)
Proceeds from issuance of intercompany note		1,500
Net cash provided by (used in) financing activities	5,816	3,380
Effect of exchange rate change on cash	121	(807)
Increase (Decrease) in Cash and Cash Equivalents	1,510	(3,475)
Cash and Cash Equivalents, Beginning of Period	2,571	7,100
Cash and Cash Equivalents, End of Period	$ 4,081	$ 3,625

ACCOUNTING POLICIES AND BASIS O

ACCOUNTING POLICIES AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2016
ACCOUNTING POLICIES AND BASIS OF PRESENTATION
ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 1: ACCOUNTING POLICIES AND BASIS OF PRESENTATION The condensed consolidated financial statements include all the accounts of Jack Cooper Holdings Corp. and its subsidiaries (“we,” the “Company” or “JCHC”). All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements, and the notes thereto, included in our Registration Statement on Form S-4 (Commission File Number 333-210698, effective May 11, 2016) (the “Registration Statement”), as filed with the Securities and Exchange Commission, and the prospectus contained therein. In the opinion of management, the unaudited condensed consolidated financial statements reflect all normal, recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Results of operations for interim periods are not necessarily indicative of results to be expected for a full year. Organization and Business Overview The Company is a transportation and logistics provider and a leading over-the-road finished vehicle logistics company in North America. The Company provides premium asset and non-asset based solutions to the global new and used vehicle markets, specializing in light vehicle transportation and other logistics services for major automotive original equipment manufacturers and for fleet ownership and remarketing companies. The Company offers a broad, complementary suite of asset and non-asset based transportation and logistics solutions, and operates through a fleet of 2,347 active rigs and a network of 57 strategically located terminals across North America as of March 31, 2016. The Company believes its scale and full range of over-the-road transportation and value-added logistics services, offered in over 85 locations across the U.S., Canada and Mexico, allow it to operate efficiently and deliver superior customer service, which the Company believes gives it a competitive advantage in maintaining and winning new business. Revenue The Company primarily earns revenues under multi-year or single-year contracts from the intrastate and interstate transportation of vehicles. Approximately 45% , 34% , and 13% of the Company’s revenues were from its three largest customers, General Motors Company, Ford Motor Company, and Toyota Motor Sales, USA, Inc., respectively, for the three months ended March 31, 2016, and 38%, 29%, and 16%, respectively, for the three months ended March 31, 2015. These customers also represented approximately 67 % and 69% of accounts receivable at March 31, 2016 and December 31, 2015, respectively. The allowance for doubtful accounts totaled $2.4 million and $1.8 million as of March 31, 2016 and December 31, 2015, respectively. Goodwill and Intangible Assets Goodwill and other indefinite-life intangible assets not subject to amortization are evaluated annually as of November 30 for impairment, or more frequently if circumstances indicate that impairment may exist. In assessing indefinite lived assets not subject to amortization, the Company assesses qualitative factors to determine if it is more likely than not that the fair value of the indefinite lived assets exceeds its carrying values. If the qualitative assessment is inconclusive, the Company performs Step 1 of a two-step process to compare the fair value of the indefinite lived assets to its carrying values. If Step 1 indicates the fair value is less than the carrying value, the Company performs Step 2 of the assessment to determine the difference between the implied fair value of the indefinite lived assets and the carrying amounts. In assessing goodwill for impairment, the Company initially evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then a two-step process is utilized to test goodwill for impairment. First, a comparison of the fair value of the applicable reporting unit with the aggregate carrying value, including goodwill, is performed utilizing an income approach and market approach. The income approach develops an estimated fair value based on a discounted cash flow, where the estimated fair value is calculated by discounting projected future cash flows. The market approach compares actual market transactions of businesses that are similar to those of the Company’s reporting units. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the second step of the goodwill impairment test is performed to determine the amount of impairment loss. The second step includes comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future pricing and costs, the weighted average cost of capital and discount rates, and future capital expenditures requirements. In addition, market multiples of publicly traded guideline companies are also considered. The Company considers the relative strengths and weaknesses inherent in the valuation methodologies utilized in each approach and consults with a third party valuation specialist to assist in determining the fair value. Any one event or a combination of events such as a change in the business climate, a negative change in relationships with significant customers, and changes to strategic decisions, could require an interim assessment prior to the next required annual assessment. No impairment was recorded for the three months ended March 31, 2016 and 2015, respectively. Foreign Currency The Company’s financial condition and results of operations are recorded in multiple currencies, including the Canadian dollar and the Mexican peso, and the Company has an accounts receivable balance denominated in Nigerian naira. Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar were translated at the exchange rate in effect at the balance sheet date, and revenues and expenses were translated at average exchange rates for the period. Translation adjustments are included in other comprehensive income (loss). Gains and losses on certain of the Company’s intercompany loans are included in Other, net in the condensed consolidated statements of comprehensive loss due to the intercompany loans not being considered long-term investment in nature. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include those related to workers’ compensation insurance, pension withdrawal liabilities, allowance for doubtful accounts, the recoverability and useful lives of assets, litigation provisions and income taxes. Estimates are revised when facts and circumstances change. As such, actual results could differ materially from those estimates. Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting, which provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years and will be applied either prospectively, retrospectively or using a modified retrospective transition approach depending on the area covered in this update. The Company is currently evaluating the effect adoption of this update will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a lease liability and a right of use asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into, after the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect adoption of this update will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest, which amends the current guidance to change the manner in which debt issuance costs are presented on an entity’s balance sheet. This new guidance requires the Company to present debt issuance costs related to recognized debt liabilities on the balance sheet as a direct deduction from the debt liability, as opposed to the previous guidance that provides for presentation of the cost of issuing debt as a separate asset. ASU 2015-03 required retrospective application to all prior periods presented in the financial statements. This new guidance was effective for the Company in the first quarter of 2016. As a result of adopting this standard on January 1, 2016, deferred financing costs of $10.1 million as of December 31, 2015, previously reported within long-term assets, were reclassified to long-term debt in the consolidated balance sheets. As of March 31, 2016, $9.5 million of deferred financing costs are reported within long-term debt in the consolidated balance sheet. In February 2015, the FASB issued ASU 2015-02, Consolidation, which amends the current consolidation guidance to change the manner in which a reporting entity assesses certain characteristics used to determine if an entity is a variable interest entity. This new guidance is effective for the Company in the first quarter of 2016, with early adoption permitted, including in any interim period. The Company adopted this guidance on January 1, 2016 and the adoption of this guidance did not have any impact on its financial position, results of operations or cash flows. In August 2014, the FASB issued guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern. This standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The guidance will be applicable to the Company’s financial statements for fiscal year 2016 and the Company expects to adopt this guidance on January 1, 2017. The Company does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows. In May 2014, the FASB issued guidance on revenue recognition. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB agreed to a one-year deferral of the effective date of the new revenue recognition guidance so that it is now effective for interim and annual periods beginning after December 15, 2017. The new guidance will become effective for the Company beginning with the first quarter of 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating the effect adoption of this update will have on its financial position, results of operations and cash flows.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2016
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 2: PROPERTY AND EQUIPMENT Property and equipment, net were as follows for the periods presented below: March 31, December 31, (in thousands) 2016 2015 Land $ $ Carrier revenue equipment Buildings and equipment Leasehold improvements Construction in process Less accumulated depreciation Property and equipment, net $ $ The Company performs periodic reviews of the appropriateness of depreciable lives for each category of property and equipment, taking into consideration actual usage, physical wear and tear, and replacement history to determine remaining life of the asset base. No changes to the remaining useful life of the asset base were made during the three months ended March 31, 2016. The Company identified certain assets that meet the criteria for assets held for sale classification. The Company had approximately $1.9 million in assets held for sale as of March 31, 2016 and December 31, 2015 on its condensed consolidated balance sheets. These assets primarily consist of real property at one location that the Company sold for $1.6 million subsequent to March 31, 2016 and carrier revenue equipment that does not fit the Company’s fleet needs. The Company plans to sell substantially all of the remaining assets during 2016 and, as such, the assets were measured at fair value less cost to sell.

LINE OF CREDIT

LINE OF CREDIT	3 Months Ended
	Mar. 31, 2016
LINE OF CREDIT
LINE OF CREDIT	NOTE 3: LINE OF CREDIT The Company is party to an Amended and Restated Credit Agreement with the lenders party thereto and Wells Fargo Capital Finance, LLC, as agent, dated June 18, 2016 (as amended, modified and supplemented, the “Credit Facility”), which provides a revolving line of credit of $100 million, with the amount available to borrow determined by a borrowing base calculation based on accounts receivable and vehicles owned less letters of credit and other offsets. The Credit Facility matures at the earlier of (i) June 18, 2018 or (ii) the date that is 90 days prior to the then extant maturity date of the Term Loan (as defined in Note 4, which is currently October 18, 2018). As of March 31, 2016 and December 31, 2015, there were $58.4 million and $50.6 million, respectively, in outstanding borrowings under the Credit Facility with a weighted average interest rate of 2.98% and 2.99%, respectively. As of March 31, 2016 and December 31, 2015, the Company had available borrowing capacity of $31.5 million and $39.3 million, respectively, without consideration of the maximum revolver threshold disclosed below. Borrowings under the Credit Facility are reflected within current liabilities on the consolidated balance sheets. Debt issuance costs associated with the Credit Facility of $0.9 million as of March 31, 2016, and $1.0 million as of December 31, 2015 are included within deposits and other assets on the condensed consolidated balance sheets. All borrowings under the Credit Facility bear interest at the Base Rate plus the Base Rate Margin, or at the Company’s option, at the LIBOR Rate plus the LIBOR Rate Margin (in minimum amounts of $1 million, each such term as defined under the Credit Agreement). The Credit Facility contains customary representations, warranties and covenants including, but not limited to, certain limitations on the Company’s and its subsidiaries’ ability to incur additional debt, guarantee other obligations, create or incur liens on assets, make investments or acquisitions, make certain dispositions of assets, make optional payments or modifications of certain debt instruments, pay dividends or other payments to the Company’s equity holders, engage in mergers or consolidations, sell assets, change the Company’s line of business and engage in transactions with affiliates. If availability under the Credit Facility falls below 12.50% of the Maximum Revolver Amount (as defined in the Credit Facility), the Company will be required to maintain a fixed charge coverage maintenance ratio of at least 1.10:1.00 for a specified time. If excess availability under the Credit Facility falls below 12.50% of the Maximum Revolver Amount, the lender may automatically sweep funds from the Company’s cash accounts to pay down the revolver. At March 31, 2016 and December 31 , 2015, the Company’s availability under the Credit Facility exceeded the specified threshold amounts and accordingly, the Company was not in a financial covenant period. During the three months ended March 31, 2016, borrowings under the Credit Facility ranged from $50.0 million to $69.1 million. As of March 31, 2016 and December 31, 2015, the Company had $3.8 million in letters of credit outstanding under the Credit Facility. The Company was in compliance with all applicable covenants under the Credit Facility as of March 31, 2016 and December 31, 2015.

LONG-TERM DEBT

LONG-TERM DEBT	3 Months Ended
	Mar. 31, 2016
LONG-TERM DEBT.
LONG-TERM DEBT	NOTE 4: LONG-TERM DEBT 2020 Notes The Company has outstanding $375 million principal amount of 9.25% Senior Secured Notes due 2020 (the “2020 Notes”), issued pursuant to an indenture dated June 18, 2013. The outstanding principal balance of the 2020 Notes recorded within long-term debt on the condensed consolidated balances sheets is net of unamortized premium and debt financing costs totaling $2.5 million as of March 31, 2016, and $2.7 million as of December 31, 2015. Interest on the 2020 Notes is payable semi-annually in cash in arrears on June 1 and December 1 of each year. The indenture governing the 2020 Notes contains certain covenants, including covenants, which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the indenture) to incur additional indebtedness, engage in certain asset sales, make certain types of restricted payments, engage in transactions with affiliates and create liens on assets of the Company or the guarantors. The Company was in compliance with all applicable covenants under the indenture governing the 2020 Notes as of March 31, 2016 and December 31, 2015. As of March 31, 2016, the Company had outstanding $375 million in aggregate principal amo unt of 2020 Notes on which interest accrued at a rate of 9.25% per year through June 18, 2014. In connection with the issuance of the 2020 Notes, the Company entered into registration rights agreements requiring the Company to exchange the 2020 Notes for notes registered under the Securities Act within 365 days of the initial issuance on June 18, 2013, or pay additional interest of 0.25% per annum for each 90-day period thereafter until registration is completed, not to exceed 1.0% of additional interest per annum. As of March 31, 2016, the 2020 Notes were not registered and were subject to restrictions on transfer and resale, and could only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act. Because the Company did not complete the exchange offer in a timely manner pursuant to the registration rights agreements, interest on the 2020 Notes accrued at 10.25% per annum as of March 31, 2016. As of March 31, 2016 and December 31, 2015, the Company had an additional registration rights interest accrual of $2.7 million. On May 11, 2016, the Securities and Exchange Commission declared the Registration Statement registering the 2020 Notes effective and on May 12, 2016 the Company launched an offer to exchange new registered notes for the outstanding 2020 Notes. The sole purpose of the exchange offer is to fulfill the Company’s obligations under the registration rights agreements entered into with holders of the 2020 Notes. Term Loan On March 31, 2015, the Company entered into a senior secured term loan facility (the “Term Loan”) in the principal amount of $62.5 million issued at a 4.0% discount with MSDC JC Investments, LLC (“MSDC”), as agent and lender. MSDC is an affiliate of MSD Credit Opportunity Fund, L.P., a Class B stockholder of Jack Cooper Enterprises, Inc., which is the parent company of JCHC. The outstanding principal balance recorded within long-term debt on the condensed consolidated balances sheets is net of the unamortized discount and deferred financing costs totaling $3.6 million as of March 31, 2016, and $3.9 million as of December 31, 2015. The proceeds from the Term Loan were used to pay down outstanding borrowings on the Credit Facility and for general corporate purposes. Prior to an amendment dated December 23, 2015, and effective January 2, 2016, interest on the Term Loan accrued at a rate of LIBOR plus 6.0% per annum, subject to a LIBOR floor of 3.0% per annum. From January 2, 2016 through maturity, interest on the Term Loan accrues at LIBOR plus 7.0% (10.0% at March 31, 2016), subject to a LIBOR floor of 3.0% per annum. The Term Loan matures on October 18, 2018. Further, if the Term Loan is prepaid with the proceeds of a qualified equity raise, the Company will pay an additional premium equal to the present value of the additional 1.0% interest accruing from January 2, 2016, if paid through the maturity date, as a make whole premium. The Term Loan is guaranteed by certain domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries and a pledge of 65% of the outstanding equity of the Company’s first-tier foreign subsidiaries. MSDC’s liens have first priority status on the ABL Collateral (as defined in the JCHC Indenture) and second priority status on the Notes Collateral (as defined in the indenture governing the 2020 Notes) to the same extent as the liens of the lenders under the Credit Facility in such assets (as contemplated by the Intercreditor Agreement (as defined in the indenture governing the 2020 Notes)), but are junior to the liens of the lenders under the Credit Facility. In connection with the execution of the Term Loan agreement, on April 2, 2015, the Company entered into an amendment to the Credit Facility (the “Third Amendment”), pursuant to which the Credit Facility was amended to permit the incurrence of the Term Loan under the Credit Agreement. The Third Amendment also imposed an availability block under the Credit Facility of $6.25 million so long as any indebtedness is outstanding under the Term Loan (or MSDC has any commitment to extend credit resulting in incurrence of such indebtedness), and made certain conforming amendments to the covenants with respect to the prepayment, redemption, purchase or acquisition of other indebtedness and to certain of the events of default under the Credit Facility.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2016
INCOME TAXES
INCOME TAXES	NOTE 5: INCOME TAXES For the three months ended March 31, 2016 and 2015, the Company determined the interim tax expense using an effective tax rate by jurisdiction which was calculated using an estimate of annual earnings and annual tax. The Company’s effective tax rate for the three months ended March 31, 2016 and 2015 was (3.5)% and (1.1)%, respectively. The accounting for income taxes requires deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. There have not been any significant changes in unrecognized income tax benefits since December 31, 2015. As of March 31, 2016 and December 31, 2015, the Company had $88.0 million and $85.4 million, respectively, recorded for valuation allowances.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2016
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 6: COMMITMENTS AND CONTINGENCIES Letters of Credit At March 31, 2016 and December 31, 2015, the Company had $ 3.8 million in outstanding letters of credit to be used as collateral for the Company’s obligation to fund losses under various retrospectively-rated and large deductible insurance programs. Litigation As previously reported, the Company was in a dispute with American Zurich Insurance Company and Zurich Services Corporation (collectively referred to herein as “Zurich”) regarding the handling of workers’ compensation claims for the policy period January 1, 2008 through July 26, 2009. On January 4, 2011, the Company entered into a Standstill Agreement with Zurich. The Standstill Agreement expired June 15, 2013, and arbitration resumed. On November 7, 2013, the Company entered into a Payment and Standstill Agreement and Limited Release (the “Second Standstill Agreement”) with Zurich relating to the previously disclosed arbitration. The Second Standstill Agreement, as amended, provided for another standstill until February 29, 2016 (the “Second Standstill Period”). During the Second Standstill Period, neither Zurich nor the Company could proceed with the arbitration and neither party was permitted to exercise any remedies in respect of the Zurich insurance program covering the period January 1, 2008 through July 26, 2009, whether at law or in equity. During the Second Standstill Period, Jack Cooper made all payments required by the Second Standstill Agreement and maintained a letter of credit in the amount of $3.5 million as collateral. In March 2016, the Company and Zurich agreed to terms memorializing a settlement of this arbitration and dispute, and in April 2016 the Company and Zurich executed a full settlement agreement with releases and other terms agreeable to both parties. The Company had total reserves of $4.1 million at March 31, 2016 and December 31, 2015, net of liabilities for which corresponding assets are recorded related to insurance recoveries for claims in excess of per claim maximum exposures. Subsequent to March 31, 2016, the Company fully satisfied its obligations to Zurich under the settlement agreement. From time to time and in the ordinary course of business, the Company is a plaintiff or a defendant in other legal proceedings related to various issues, including workers’ compensation claims, tort claims, contractual disputes, and collections. The Company carries insurance that provides protection against certain types of claims, up to the policy limits of its insurance. It is the opinion of management that none of the other known legal actions will have a material adverse impact on the Company’s financial position, results of operations, or liquidity. Other Commitments The Company recorded an estimate for withdrawal liabilities from the Western Conference of Teamsters Pension Trust (the “Western Conference Trust”) due to declines in its contributions to the fund during the periods between 2011 and 2014, and Teamsters of Philadelphia and Vicinity Pension Plan due to declines in its contributions to the fund during the periods since 2009, in the amount of $4.4 million and $3.3 million as of December 31, 2015, respectively, and $2.8 million and $3.1 million as of March 31, 2016, respectively. In March 2016, the Company received a $0.3 million assessment for the full withdrawal as of December 31, 2015 from the Western Conference Trust, which was fully accrued for as of December 31, 2015. The Company has evaluated the liabilities as of March 31, 2016 and has determined that no changes to the estimates of withdrawal liabilities are necessary for either plan.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2016
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 7: FAIR VALUE OF FINANCIAL INSTRUMENTS GAAP has established a hierarchy for ranking the quality and reliability of the information used to determine fair values and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Unobservable inputs for the asset or liability. The Company utilizes the best available information in measuring fair value. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Cash and cash equivalents, accounts receivable and payables approximate fair value due to their liquid and short term nature. The estimated fair value of the 2020 Notes outstanding at March 31, 2016 and December 31, 2015 was approximately $375.4 million and $370.6 million, respectively. The estimated fair value of the remaining outstanding debt (including the unsecured debt and outstanding balance on the Credit Facility and Term Loan) was approximately $146.7 million and $142.2 million at March 31, 2016 and December 31, 2015, respectively. The fair value is estimated by comparing interest rates to debt with similar terms and maturities, which represents a level 2 input in the fair value hierarchy.

GOODWILL AND ACQUIRED INTANGIBL

GOODWILL AND ACQUIRED INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2016
GOODWILL AND ACQUIRED INTANGIBLE ASSETS
GOODWILL AND ACQUIRED INTANGIBLE ASSETS	NOTE 8: GOODWILL AND ACQUIRED INTANGIBLE ASSETS The Company had total goodwill of $ 32.2 million as of March 31, 2016 and December 31, 2015, and net intangible assets of $ 28.0 million and $ 28.6 million as of March 31, 2016 and December 31, 2015, respectively. The tables below present the change in carrying values by segment: Indefinite Lived Definite Lived Transport Segment (in thousands) Goodwill Customer Relationships Customer Relationships Non-Compete Agreement Total Intangibles Balance at December 31, 2015 $ $ $ $ $ Amortization — — ) ) ) Balance at March 31, 2016 $ $ $ $ — $ Indefinite Lived Definite Lived Logistics Segment (in thousands) Goodwill Customer Relationships Trade Names Total Intangibles Balance at December 31, 2015 $ $ $ $ Amortization — ) ) ) Balance at March 31, 2015 $ $ $ $

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2016
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 9: RELATED PARTY TRANSACTIONS The Company paid EVE Partners, LLC, an affiliate of one of the Company’s directors, less than $0.1 million during the three months ended March 31, 2016 and 2015, for financial advisory services and related travel expenses. On March 19, 2015, the Company entered into an intercompany promissory note agreement with its parent company, Jack Cooper Enterprises, Inc., in the principal amount of $1.5 million. The proceeds from the intercompany note were used for general corporate purposes. The intercompany note had a maturity date of September 30, 2015 and bore interest at the rate of 8.0% per annum. All outstanding principal and interest was paid on August 14, 2015 with no prepayment penalty.

SEGMENT REPORTING

SEGMENT REPORTING	3 Months Ended
	Mar. 31, 2016
SEGMENT REPORTING
SEGMENT REPORTING	NOTE 10: SEGMENT REPORTING The Company had two reportable segments at March 31, 2016 and 2015: the Transport segment and the Logistics segment. Transport Segment. The Transport segment provides automotive transportation services to OEMs of cars and light trucks in the U.S. and Canada. Specific services include (i) transportation of new vehicles from OEM assembly centers, vehicle distribution centers and port sites to dealers or other intermediate destinations, in connection with which the Company collects fuel surcharges and (ii) yard management services, including railcar loading and gate releasing services at OEM assembly centers. The consolidated entities that comprise the Transport segment are: Jack Cooper Transport Company, Inc. and its wholly-owned subsidiaries, and Jack Cooper Transport Canada, Inc. and its wholly-owned subsidiaries. Logistics Segment. The Logistics segment engages in the global non-asset based automotive supply chain for new and used finished vehicles, including the brokering of transportation of used vehicles and vehicles sold through automotive auction processes in the growing remarketed vehicle sector, in which our customers are typically OEM remarketing departments, automotive auction companies and logistics brokers; brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations; vehicle inspection and title storage services for pre-owned and off-lease vehicles; and supply chain management services as well as rail and yard management and port processing. Other items shipped include heavy construction equipment, farm equipment and commercial trucking vehicles. The consolidated entities that comprise the Logistics segment are: Jack Cooper Logistics, LLC and Auto Export Shipping, Inc., and their wholly-owned subsidiaries, including, Axis Logistics Services, Inc., Jack Cooper CT Services, Inc., Jack Cooper Rail & Shuttle, Inc. and five Mexican operating companies. The following table sets forth the specific financial information about each segment as reviewed by the Company’s management as of and for the three months ended March 31, 2016 and 2015: 2016 (in thousands) Transport Logistics Segments Total Corporate Consolidated Sales to external customers $ $ $ $ — $ Operating income (loss) ) Capital expenditures Total assets 2015 (in thousands) Transport Logistics Segments Total Corporate Consolidated Sales to external customers $ $ $ $ — $ Operating loss ) ) ) ) ) Capital expenditures Total assets Administrative services provided by the corporate office allocated to the individual segments represent corporate services rendered to and costs incurred for each segment including allocation of general corporate management oversight costs.

CONDENSED CONSOLIDATING SUBSIDI

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION	3 Months Ended
	Mar. 31, 2016
CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION
CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION	NOTE 11: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION The following tables present condensed consolidating financial statements under the equity method of (a) the parent company, Jack Cooper Holdings Corp., as issuer of the 2020 Notes; (b) the subsidiary guarantors of the 2020 Notes; and (c) the subsidiaries that are not guarantors of the 2020 Notes. Separate financial statements of the subsidiary guarantors are not presented because the Company owns all outstanding voting stock of each of the subsidiary guarantors and the guarantee by each subsidiary guarantor is full and unconditional and joint and several. As a result and in accordance with Rule 3-10(f) of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company includes the following tables in these notes to the consolidated financial statements: Three Months Ended March 31, 2016 (in thousands) Condensed Consolidating Statements of Comprehensive Income (Loss): Parent Guarantors Non- Guarantors Eliminations Consolidated Operating Revenues $ — $ $ $ ) $ Operating Expenses Compensation and benefits — — Fuel — — Depreciation and amortization — Repairs and maintenance — — Other operating — ) Selling, general and administrative expenses ) Loss on disposal of property and equipment — — Total operating expenses ) Operating Income (Loss) ) ) — Other Expense (Income) Interest expense (income), net ) — Other, net — ) — ) Equity in loss (income) of consolidated subsidiaries ) — — Income (Loss) Before Income Taxes ) ) ) ) Provision for Income Taxes — — Net Income (Loss) ) ) ) ) Equity in other comprehensive loss of consolidated subsidiaries ) ) — — Other comprehensive income (loss), net of tax — ) — ) Comprehensive Income (Loss) $ ) $ $ ) $ $ ) Three Months Ended March 31, 2015 (in thousands) Condensed Consolidating Statements of Comprehensive Loss: Parent Guarantors Non- Guarantors Eliminations Consolidated Operating Revenues $ — $ $ $ ) $ Operating Expenses Compensation and benefits — — Fuel — — Depreciation and amortization — Repairs and maintenance — — Other operating — ) Selling, general and administrative expenses ) Loss on disposal of property and equipment — — Total operating expenses ) Operating Loss ) ) ) — ) Other Expense (Income) Interest expense (income), net ) — Other, net — — Equity in loss of consolidated subsidiaries — ) — Loss Before Income Tax Provision ) ) ) ) Income Tax Provision — — Net Loss ) ) ) ) Equity in other comprehensive income of consolidated subsidiaries — ) — Other comprehensive income, net of tax — — Comprehensive Loss $ ) $ ) $ ) $ $ ) As of March 31, 2016 (in thousands) Condensed Consolidating Balance Sheet: Parent Guarantors Non- Guarantors Eliminations Consolidated Assets Current Assets Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net of allowance — ) Prepaid expenses — Assets held for sale — — Total current assets ) Restricted cash — — — Investment in affiliates ) ) — — Property and equipment, net — Goodwill — — Intangibles, net — — Deposits and other assets — Deferred tax asset — — — Intercompany receivables — ) — Total assets $ $ $ $ ) $ Liabilities and Stockholders’ Equity Current Liabilities Credit Facility $ $ — $ — $ — $ Current maturities of long-term debt — — Accounts payable ) Accrued wages and vacation payable — — Other accrued liabilities — Total current liabilities ) Other liabilities — — Long-term debt, less current maturities — — Pension liability — — — Deferred income taxes — — — Intercompany payables — ) — Total liabilities ) Stockholders’ Deficit Total stockholders’ deficit ) ) ) ) Commitments and Contingencies Total liabilities and stockholders’ deficit $ $ $ $ ) $ As of December 31, 2015 (in thousands) Non- Condensed Consolidating Balance Sheet: Parent Guarantors Guarantors Eliminations Consolidated Assets Current Assets Cash and cash equivalents $ — $ — $ $ ) $ Accounts receivable, net of allowance — ) Prepaid expenses — Assets held for sale — — Total current assets ) Restricted cash — — — Investment in affiliates ) ) — — Property and equipment, net — Goodwill — — Intangibles, net — — Deposits and other assets — Deferred tax assets — — — Intercompany receivables — ) — Total assets $ $ $ $ ) $ Liabilities and Stockholders’ Equity Current Liabilities Credit Facility $ $ — $ — $ — $ Current maturities of long-term debt — — Accounts payable ) Accrued wages and vacation payable — — Other accrued liabilities — Total current liabilities ) Other liabilities — — Long-term debt, less current maturities — — Pension liability — — — Deferred income taxes — — — Intercompany payables — ) — Total liabilities ) Stockholders’ Deficit Total stockholders’ deficit ) ) ) ) Commitments and Contingencies Total liabilities and stockholders’ deficit $ $ $ $ ) $ Three Months Ended March 31, 2016 (in thousands) Non- Condensed Consolidating Statements of Cash Flows: Parent Guarantors Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ ) $ $ $ $ Investing Activities Proceeds from sale of property and equipment — — Purchases of property and equipment ) ) ) — ) Intercompany receivables — — ) — Net cash used in investing activities ) ) ) ) Financing Activities Borrowings under Credit Facility — — — Payments on revolving Credit Facility ) — — — ) Principal payments on long-term debt ) ) — — ) Intercompany payables — — ) — Net cash provided by (used in) financing activities ) — ) Effect of exchange rates on cash — — — Increase in Cash and Cash Equivalents — Cash and Cash Equivalents, Beginning of Period — — ) Cash and Cash Equivalents, End of Period $ — $ $ $ — $ Three Months Ended March 31, 2015 (in thousands) Non- Condensed Consolidating Statements of Cash Flows: Parent Guarantors Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ ) $ $ ) $ $ ) Investing Activities Proceeds from sale of property and equipment — — — Purchases of property and equipment ) ) ) — ) Intercompany receivables — — ) — Net cash used in investing activities ) ) ) ) Financing Activities Borrowings under Credit Facility — — — Payments on Credit Facility ) — — — ) Principal payments on long-term debt ) ) — — ) Proceeds from issuance of intercompany note — — — Intercompany payables — — ) — Net cash provided by financing activities — ) Effect of exchange rates on cash — — ) — ) Increase (Decrease) in Cash and Cash Equivalents — ) ) Cash and Cash Equivalents, Beginning of Period — — ) Cash and Cash Equivalents, End of Period $ — $ $ $ — $

ACCOUNTING POLICIES AND BASIS17

ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2016
ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Revenue	Revenue The Company primarily earns revenues under multi-year or single-year contracts from the intrastate and interstate transportation of vehicles. Approximately 45% , 34% , and 13% of the Company’s revenues were from its three largest customers, General Motors Company, Ford Motor Company, and Toyota Motor Sales, USA, Inc., respectively, for the three months ended March 31, 2016, and 38%, 29%, and 16%, respectively, for the three months ended March 31, 2015. These customers also represented approximately 67 % and 69% of accounts receivable at March 31, 2016 and December 31, 2015, respectively. The allowance for doubtful accounts totaled $2.4 million and $1.8 million as of March 31, 2016 and December 31, 2015, respectively.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill and other indefinite-life intangible assets not subject to amortization are evaluated annually as of November 30 for impairment, or more frequently if circumstances indicate that impairment may exist. In assessing indefinite lived assets not subject to amortization, the Company assesses qualitative factors to determine if it is more likely than not that the fair value of the indefinite lived assets exceeds its carrying values. If the qualitative assessment is inconclusive, the Company performs Step 1 of a two-step process to compare the fair value of the indefinite lived assets to its carrying values. If Step 1 indicates the fair value is less than the carrying value, the Company performs Step 2 of the assessment to determine the difference between the implied fair value of the indefinite lived assets and the carrying amounts. In assessing goodwill for impairment, the Company initially evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then a two-step process is utilized to test goodwill for impairment. First, a comparison of the fair value of the applicable reporting unit with the aggregate carrying value, including goodwill, is performed utilizing an income approach and market approach. The income approach develops an estimated fair value based on a discounted cash flow, where the estimated fair value is calculated by discounting projected future cash flows. The market approach compares actual market transactions of businesses that are similar to those of the Company’s reporting units. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the second step of the goodwill impairment test is performed to determine the amount of impairment loss. The second step includes comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future pricing and costs, the weighted average cost of capital and discount rates, and future capital expenditures requirements. In addition, market multiples of publicly traded guideline companies are also considered. The Company considers the relative strengths and weaknesses inherent in the valuation methodologies utilized in each approach and consults with a third party valuation specialist to assist in determining the fair value. Any one event or a combination of events such as a change in the business climate, a negative change in relationships with significant customers, and changes to strategic decisions, could require an interim assessment prior to the next required annual assessment. No impairment was recorded for the three months ended March 31, 2016 and 2015, respectively.
Foreign Currency	Foreign Currency The Company’s financial condition and results of operations are recorded in multiple currencies, including the Canadian dollar and the Mexican peso, and the Company has an accounts receivable balance denominated in Nigerian naira. Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar were translated at the exchange rate in effect at the balance sheet date, and revenues and expenses were translated at average exchange rates for the period. Translation adjustments are included in other comprehensive income (loss). Gains and losses on certain of the Company’s intercompany loans are included in Other, net in the condensed consolidated statements of comprehensive loss due to the intercompany loans not being considered long-term investment in nature.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include those related to workers’ compensation insurance, pension withdrawal liabilities, allowance for doubtful accounts, the recoverability and useful lives of assets, litigation provisions and income taxes. Estimates are revised when facts and circumstances change. As such, actual results could differ materially from those estimates.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting, which provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years and will be applied either prospectively, retrospectively or using a modified retrospective transition approach depending on the area covered in this update. The Company is currently evaluating the effect adoption of this update will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a lease liability and a right of use asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into, after the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect adoption of this update will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest, which amends the current guidance to change the manner in which debt issuance costs are presented on an entity’s balance sheet. This new guidance requires the Company to present debt issuance costs related to recognized debt liabilities on the balance sheet as a direct deduction from the debt liability, as opposed to the previous guidance that provides for presentation of the cost of issuing debt as a separate asset. ASU 2015-03 required retrospective application to all prior periods presented in the financial statements. This new guidance was effective for the Company in the first quarter of 2016. As a result of adopting this standard on January 1, 2016, deferred financing costs of $10.1 million as of December 31, 2015, previously reported within long-term assets, were reclassified to long-term debt in the consolidated balance sheets. As of March 31, 2016, $9.5 million of deferred financing costs are reported within long-term debt in the consolidated balance sheet. In February 2015, the FASB issued ASU 2015-02, Consolidation, which amends the current consolidation guidance to change the manner in which a reporting entity assesses certain characteristics used to determine if an entity is a variable interest entity. This new guidance is effective for the Company in the first quarter of 2016, with early adoption permitted, including in any interim period. The Company adopted this guidance on January 1, 2016 and the adoption of this guidance did not have any impact on its financial position, results of operations or cash flows. In August 2014, the FASB issued guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern. This standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The guidance will be applicable to the Company’s financial statements for fiscal year 2016 and the Company expects to adopt this guidance on January 1, 2017. The Company does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows. In May 2014, the FASB issued guidance on revenue recognition. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB agreed to a one-year deferral of the effective date of the new revenue recognition guidance so that it is now effective for interim and annual periods beginning after December 15, 2017. The new guidance will become effective for the Company beginning with the first quarter of 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating the effect adoption of this update will have on its financial position, results of operations and cash flows.

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2016
PROPERTY AND EQUIPMENT
Schedule of property and equipment, net	March 31, December 31, (in thousands) 2016 2015 Land $ $ Carrier revenue equipment Buildings and equipment Leasehold improvements Construction in process Less accumulated depreciation Property and equipment, net $ $

GOODWILL AND ACQUIRED INTANGI19

GOODWILL AND ACQUIRED INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2016
GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Schedule of change in carrying values by segment in goodwill and intangible assets	Indefinite Lived Definite Lived Transport Segment (in thousands) Goodwill Customer Relationships Customer Relationships Non-Compete Agreement Total Intangibles Balance at December 31, 2015 $ $ $ $ $ Amortization — — ) ) ) Balance at March 31, 2016 $ $ $ $ — $ Indefinite Lived Definite Lived Logistics Segment (in thousands) Goodwill Customer Relationships Trade Names Total Intangibles Balance at December 31, 2015 $ $ $ $ Amortization — ) ) ) Balance at March 31, 2015 $ $ $ $

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	3 Months Ended
	Mar. 31, 2016
SEGMENT REPORTING
Schedule of financial information about each segment	The following table sets forth the specific financial information about each segment as reviewed by the Company’s management as of and for the three months ended March 31, 2016 and 2015: 2016 (in thousands) Transport Logistics Segments Total Corporate Consolidated Sales to external customers $ $ $ $ — $ Operating income (loss) ) Capital expenditures Total assets 2015 (in thousands) Transport Logistics Segments Total Corporate Consolidated Sales to external customers $ $ $ $ — $ Operating loss ) ) ) ) ) Capital expenditures Total assets

CONDENSED CONSOLIDATING SUBSI21

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2016
CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION
Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss)	Three Months Ended March 31, 2016 (in thousands) Condensed Consolidating Statements of Comprehensive Income (Loss): Parent Guarantors Non- Guarantors Eliminations Consolidated Operating Revenues $ — $ $ $ ) $ Operating Expenses Compensation and benefits — — Fuel — — Depreciation and amortization — Repairs and maintenance — — Other operating — ) Selling, general and administrative expenses ) Loss on disposal of property and equipment — — Total operating expenses ) Operating Income (Loss) ) ) — Other Expense (Income) Interest expense (income), net ) — Other, net — ) — ) Equity in loss (income) of consolidated subsidiaries ) — — Income (Loss) Before Income Taxes ) ) ) ) Provision for Income Taxes — — Net Income (Loss) ) ) ) ) Equity in other comprehensive loss of consolidated subsidiaries ) ) — — Other comprehensive income (loss), net of tax — ) — ) Comprehensive Income (Loss) $ ) $ $ ) $ $ ) Three Months Ended March 31, 2015 (in thousands) Condensed Consolidating Statements of Comprehensive Loss: Parent Guarantors Non- Guarantors Eliminations Consolidated Operating Revenues $ — $ $ $ ) $ Operating Expenses Compensation and benefits — — Fuel — — Depreciation and amortization — Repairs and maintenance — — Other operating — ) Selling, general and administrative expenses ) Loss on disposal of property and equipment — — Total operating expenses ) Operating Loss ) ) ) — ) Other Expense (Income) Interest expense (income), net ) — Other, net — — Equity in loss of consolidated subsidiaries — ) — Loss Before Income Tax Provision ) ) ) ) Income Tax Provision — — Net Loss ) ) ) ) Equity in other comprehensive income of consolidated subsidiaries — ) — Other comprehensive income, net of tax — — Comprehensive Loss $ ) $ ) $ ) $ $ )
Schedule of Condensed Consolidating Balance Sheet	As of March 31, 2016 (in thousands) Condensed Consolidating Balance Sheet: Parent Guarantors Non- Guarantors Eliminations Consolidated Assets Current Assets Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net of allowance — ) Prepaid expenses — Assets held for sale — — Total current assets ) Restricted cash — — — Investment in affiliates ) ) — — Property and equipment, net — Goodwill — — Intangibles, net — — Deposits and other assets — Deferred tax asset — — — Intercompany receivables — ) — Total assets $ $ $ $ ) $ Liabilities and Stockholders’ Equity Current Liabilities Credit Facility $ $ — $ — $ — $ Current maturities of long-term debt — — Accounts payable ) Accrued wages and vacation payable — — Other accrued liabilities — Total current liabilities ) Other liabilities — — Long-term debt, less current maturities — — Pension liability — — — Deferred income taxes — — — Intercompany payables — ) — Total liabilities ) Stockholders’ Deficit Total stockholders’ deficit ) ) ) ) Commitments and Contingencies Total liabilities and stockholders’ deficit $ $ $ $ ) $ As of December 31, 2015 (in thousands) Non- Condensed Consolidating Balance Sheet: Parent Guarantors Guarantors Eliminations Consolidated Assets Current Assets Cash and cash equivalents $ — $ — $ $ ) $ Accounts receivable, net of allowance — ) Prepaid expenses — Assets held for sale — — Total current assets ) Restricted cash — — — Investment in affiliates ) ) — — Property and equipment, net — Goodwill — — Intangibles, net — — Deposits and other assets — Deferred tax assets — — — Intercompany receivables — ) — Total assets $ $ $ $ ) $ Liabilities and Stockholders’ Equity Current Liabilities Credit Facility $ $ — $ — $ — $ Current maturities of long-term debt — — Accounts payable ) Accrued wages and vacation payable — — Other accrued liabilities — Total current liabilities ) Other liabilities — — Long-term debt, less current maturities — — Pension liability — — — Deferred income taxes — — — Intercompany payables — ) — Total liabilities ) Stockholders’ Deficit Total stockholders’ deficit ) ) ) ) Commitments and Contingencies Total liabilities and stockholders’ deficit $ $ $ $ ) $
Schedule of Condensed Consolidating Statement of Cash Flows	Three Months Ended March 31, 2016 (in thousands) Non- Condensed Consolidating Statements of Cash Flows: Parent Guarantors Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ ) $ $ $ $ Investing Activities Proceeds from sale of property and equipment — — Purchases of property and equipment ) ) ) — ) Intercompany receivables — — ) — Net cash used in investing activities ) ) ) ) Financing Activities Borrowings under Credit Facility — — — Payments on revolving Credit Facility ) — — — ) Principal payments on long-term debt ) ) — — ) Intercompany payables — — ) — Net cash provided by (used in) financing activities ) — ) Effect of exchange rates on cash — — — Increase in Cash and Cash Equivalents — Cash and Cash Equivalents, Beginning of Period — — ) Cash and Cash Equivalents, End of Period $ — $ $ $ — $ Three Months Ended March 31, 2015 (in thousands) Non- Condensed Consolidating Statements of Cash Flows: Parent Guarantors Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ ) $ $ ) $ $ ) Investing Activities Proceeds from sale of property and equipment — — — Purchases of property and equipment ) ) ) — ) Intercompany receivables — — ) — Net cash used in investing activities ) ) ) ) Financing Activities Borrowings under Credit Facility — — — Payments on Credit Facility ) — — — ) Principal payments on long-term debt ) ) — — ) Proceeds from issuance of intercompany note — — — Intercompany payables — — ) — Net cash provided by financing activities — ) Effect of exchange rates on cash — — ) — ) Increase (Decrease) in Cash and Cash Equivalents — ) ) Cash and Cash Equivalents, Beginning of Period — — ) Cash and Cash Equivalents, End of Period $ — $ $ $ — $

ACCOUNTING POLICIES AND BASIS22

ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2016USD ($)customerlocationitem	Mar. 31, 2015	Dec. 31, 2015USD ($)
ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Number of rigs	2,347
Number of terminals	57
Number of locations | location	85
Revenue
Number of major customers | customer	3
Allowance for doubtful accounts | $	$ 2.4		$ 1.8
Revenue | Customer concentration risk | General Motors Company
Revenue
Concentration risk percentage	45.00%	38.00%
Revenue | Customer concentration risk | Ford Motor Company
Revenue
Concentration risk percentage	34.00%	29.00%
Revenue | Customer concentration risk | Toyota Motor Sales, USA Inc.
Revenue
Concentration risk percentage	13.00%	16.00%
Accounts receivable | Customer concentration risk | General Motors Company, Ford Motor Company, And Toyota Motor Sales, USA, Inc.
Revenue
Concentration risk percentage	67.00%		69.00%

ACCOUNTING POLICIES AND BASIS23

ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details 2) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Goodwill and Intangible Asset Impairment [Abstract]
Impairment charge	$ 0	$ 0

ACCOUNTING POLICIES AND BASIS24

ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details 3) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Accounting Standards Update 2015-03: Simplifying the Presentation of Debt Issuance Costs | Pro forma adjustment
New accounting pronouncements
Deferred financing costs	$ 9.5	$ 10.1

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)location	Dec. 31, 2015USD ($)
Property and equipment
Property and equipment, gross	$ 327,518	$ 320,800
Accumulated depreciation and amortization	194,234	181,690
Property and equipment, net	$ 133,284	139,110
Assets held for sale
Number of locations with real property held for sale | location	1
Assets held for sale	$ 1,937	1,947
Amount received on sale of real property	1,600
Land and Carrier revenue equipment
Assets held for sale
Assets held for sale	1,900	1,900
Parent
Property and equipment
Property and equipment, net	3,253	3,100
Land
Property and equipment
Property and equipment, gross	7,045	7,045
Carrier revenue equipment
Property and equipment
Property and equipment, gross	275,932	269,019
Buildings and equipment
Property and equipment
Property and equipment, gross	37,864	37,559
Leasehold improvements
Property and equipment
Property and equipment, gross	2,584	2,756
Construction in progress
Property and equipment
Property and equipment, gross	$ 4,093	$ 4,421

LINE OF CREDIT (Details)

LINE OF CREDIT (Details) $ in Thousands	Jun. 18, 2013USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Line of credit
Outstanding borrowings		$ 58,388	$ 50,636
Letters of Credit outstanding		3,800	3,800
Revolving line of credit
Line of credit
Maximum borrowing capacity of revolving line of credit	$ 100,000
Number of days prior to maturity date of Term Loan for determination of maturity date	90 days
Outstanding borrowings		$ 58,400	$ 50,600
Weighted average interest rate (as a percent)		2.98%	2.99%
Available borrowing capacity		$ 31,500	$ 39,300
Debt issuance costs		900	1,000
Minimum amount outstanding subject to interest rate option	$ 1,000
Maximum percentage of available borrowings before required maintenance of fixed charge coverage maintenance ratio	12.50%
Minimum fixed charge coverage maintenance ratio required to be maintained if maximum percentage of available borrowings is exceeded	1.10
Minimum borrowings under the Credit Facility		50,000
Maximum borrowings under the Credit Facility		69,100
Letters of Credit outstanding		3,800	3,800
Parent
Line of credit
Outstanding borrowings		$ 58,388	$ 50,636

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) - 9.25% Senior Secured Notes due 2020 - USD ($) $ in Millions	Jun. 18, 2013	Mar. 31, 2016	Dec. 31, 2015
Long-term debt
Outstanding principal amount		$ 375
Interest rate, stated (as a percent)		9.25%
Unamortized premium and debt financing costs		$ 2.5	$ 2.7
Maximum number of days from initial issuance of Notes that Company is required to exchange with notes registered under the Securities Act	365 days
Additional interest rate for each subsequent period if Notes not exchanged with notes registered under Securities Act within period from initial issuance (as a percent)	0.25%
Period for additional interest rate if Notes not exchanged with notes registered under Securities Act within period from initial issuance (as a percent)	90 days
Maximum additional interest rate if Notes not exchanged with notes registered under Securities Act within period from initial issuance (as a percent)	1.00%
Interest rate, effective (as a percent)		10.25%
Registration rights interest accrual		$ 2.7	$ 2.7

LONG-TERM DEBT (Details 2)

LONG-TERM DEBT (Details 2) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Apr. 02, 2015	Mar. 31, 2015
Revolving line of credit
Long-term debt
Amount of available borrowings blocked if balance outstanding on term loan			$ 6,250
Term Loan
Long-term debt
Principal amount				$ 62,500
Discount rate (as a percent)				4.00%
Unamortized discount and deferred financing costs	$ 3,600	$ 3,900
Percentage of outstanding equity of first-tier foreign subsidiaries pledged				65.00%
Additional premium for prepayment of loan (as a percent)	1.00%
Term Loan | LIBOR | Effective January 2, 2016
Long-term debt
Basis spread on variable rate (as a percent)	6.00%
LIBOR floor (as a percent)	3.00%
Term Loan | LIBOR | January 2, 2016 through maturity
Long-term debt
Basis spread on variable rate (as a percent)	7.00%
Interest rate, stated (as a percent)	10.00%
LIBOR floor (as a percent)	3.00%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
INCOME TAXES
Company's effective tax rate (as a percent)	(3.50%)	(1.10%)
Valuation allowance	$ 88		$ 85.4

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	1 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Nov. 07, 2013
Commitments and contingencies
Letters of Credit outstanding	$ 3.8	$ 3.8
Western Conference Trust
Other Commitments
Pension plan withdrawal obligation	2.8	4.4
Assessment for withdrawal	0.3
Teamsters of Philadelphia and Vicinity Pension Plan
Other Commitments
Pension plan withdrawal obligation	3.1	3.3
Insurance claim dispute with American Zurich Insurance Company and Zurich Services Corporation
Commitments and contingencies
Letters of Credit outstanding			$ 3.5
Loss contingency reserve, net of related reserve	$ 4.1	$ 4.1

FAIR VALUE OF FINANCIAL INSTR31

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 2 - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
9.25% Senior Secured Notes due 2020
Summary of Fair Value of Financial Instruments
Fair value amount outstanding	$ 375.4	$ 370.6
Debt instruments excluding Senior Secured Notes 9.25 percent due 2020
Summary of Fair Value of Financial Instruments
Fair value amount outstanding	$ 146.7	$ 142.2

GOODWILL AND ACQUIRED INTANGI32

GOODWILL AND ACQUIRED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill	$ 32,248	$ 32,248
Net intangible assets	$ 28,022	$ 28,604

GOODWILL AND ACQUIRED INTANGI33

GOODWILL AND ACQUIRED INTANGIBLE ASSETS (Details 2) $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)
Change in carrying values of goodwill
Balance at the beginning	$ 32,248
Balance at the end	32,248
Change in carrying values of intangibles
Balance at the beginning	28,604
Balance at the end	28,022
Transport
Change in carrying values of goodwill
Balance at the beginning	25,144
Balance at the end	25,144
Change in carrying values of definite lived assets
Amortization	(391)
Change in carrying values of intangibles
Balance at the beginning	25,960
Amortization	(391)
Balance at the end	25,569
Transport | Customer Relationships
Change in carrying values of definite lived assets
Balance at the beginning	5,544
Amortization	(331)
Balance at the end	5,213
Change in carrying values of intangibles
Amortization	(331)
Transport | Non-Compete Agreement
Change in carrying values of definite lived assets
Balance at the beginning	60
Amortization	(60)
Change in carrying values of intangibles
Amortization	(60)
Transport | Customer Relationships
Change in carrying values of indefinite lived assets
Balance at the beginning	20,356
Balance at the end	20,356
Logistics
Change in carrying values of goodwill
Balance at the beginning	7,104
Balance at the end	7,104
Change in carrying values of definite lived assets
Amortization	(191)
Change in carrying values of intangibles
Balance at the beginning	2,644
Amortization	(191)
Balance at the end	2,453
Logistics | Customer Relationships
Change in carrying values of definite lived assets
Balance at the beginning	1,387
Amortization	(174)
Balance at the end	1,213
Change in carrying values of intangibles
Amortization	(174)
Logistics | Trade Names
Change in carrying values of definite lived assets
Balance at the beginning	1,257
Amortization	(17)
Balance at the end	1,240
Change in carrying values of intangibles
Amortization	$ (17)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	Aug. 14, 2015	Mar. 19, 2015	Mar. 31, 2016	Mar. 31, 2015
EVE Partners, LLC, an affiliated entity | Maximum
Related party transactions
Financial advisory services and related travel expenses			$ 0.1	$ 0.1
Jack Cooper Enterprises, Inc. | Intercompany promissory note agreement
Related party transactions
Proceeds from Intercompany Note		$ 1.5
Interest rate on related party debt (as a percent)		8.00%
Prepayment penalty	$ 0

SEGMENT REPORTING (Details)

SEGMENT REPORTING (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)segmentcompany	Mar. 31, 2015USD ($)segment	Dec. 31, 2015USD ($)
Segment reporting
Number of reporting segments | segment	2	2
Sales to external customers	$ 175,771	$ 157,883
Operating income (loss)	1,374	(11,552)
Capital expenditures	6,184	5,627
Total assets	302,519	332,786	$ 294,969
Segments Total
Segment reporting
Sales to external customers	175,771	157,883
Operating income (loss)	1,841	(11,236)
Capital expenditures	5,971	5,615
Total assets	299,038	329,418
Corporate
Segment reporting
Operating income (loss)	(467)	(316)
Capital expenditures	213	12
Total assets	$ 3,481	3,368
Mexico
Segment reporting
Number of operating companies | company	5
Transport | Segments Total
Segment reporting
Sales to external customers	$ 157,938	147,792
Operating income (loss)	401	(10,222)
Capital expenditures	5,883	5,318
Total assets	274,804	291,706
Logistics | Segments Total
Segment reporting
Sales to external customers	17,833	10,091
Operating income (loss)	1,440	(1,014)
Capital expenditures	88	297
Total assets	$ 24,234	$ 37,712

CONDENSED CONSOLIDATING SUBSI36

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Revenues	$ 175,771	$ 157,883
Operating Expenses
Compensation and benefits	90,691	84,839
Fuel	12,818	16,847
Depreciation and amortization	12,904	12,696
Repairs and maintenance	13,580	11,618
Other operating	30,920	27,431
Selling, general and administrative expenses	12,825	15,392
Loss on disposal of property and equipment	659	612
Total operating expenses	174,397	169,435
Operating Income (Loss)	1,374	(11,552)
Other Expense (Income)
Interest expense (income), net	11,538	9,865
Other, net	(2,806)	3,160
Loss Before Income Taxes	(7,358)	(24,577)
Provision for Income Taxes	255	268
Net Loss	(7,613)	(24,845)
Other comprehensive income (loss), net of tax	(1,970)	1,032
Comprehensive Loss	(9,583)	(23,813)
Eliminations
Operating Revenues	(4,095)	(4,627)
Operating Expenses
Other operating	(3,489)	(3,483)
Selling, general and administrative expenses	(606)	(1,144)
Total operating expenses	(4,095)	(4,627)
Other Expense (Income)
Equity in loss (income) of consolidated subsidiaries	3,081	(20,859)
Loss Before Income Taxes	(3,081)	20,859
Net Loss	(3,081)	20,859
Equity in other comprehensive income (loss) of consolidated subsidiaries	3,961	(2,041)
Comprehensive Loss	880	18,818
Parent
Operating Expenses
Depreciation and amortization	59	58
Selling, general and administrative expenses	407	258
Total operating expenses	466	316
Operating Income (Loss)	(466)	(316)
Other Expense (Income)
Interest expense (income), net	11,560	9,881
Equity in loss (income) of consolidated subsidiaries	(4,413)	14,648
Loss Before Income Taxes	(7,613)	(24,845)
Net Loss	(7,613)	(24,845)
Equity in other comprehensive income (loss) of consolidated subsidiaries	(1,970)	1,032
Comprehensive Loss	(9,583)	(23,813)
Guarantor
Operating Revenues	166,761	145,354
Operating Expenses
Compensation and benefits	83,831	76,762
Fuel	11,410	14,606
Depreciation and amortization	11,360	10,977
Repairs and maintenance	12,024	9,797
Other operating	29,962	26,278
Selling, general and administrative expenses	11,964	14,718
Loss on disposal of property and equipment	341	562
Total operating expenses	160,892	153,700
Operating Income (Loss)	5,869	(8,346)
Other Expense (Income)
Interest expense (income), net	(132)	(120)
Other, net	2	5
Equity in loss (income) of consolidated subsidiaries	1,332	6,211
Loss Before Income Taxes	4,667	(14,442)
Provision for Income Taxes	254	206
Net Loss	4,413	(14,648)
Equity in other comprehensive income (loss) of consolidated subsidiaries	(1,991)	1,009
Other comprehensive income (loss), net of tax	21	23
Comprehensive Loss	2,443	(13,616)
Non-Guarantor
Operating Revenues	13,105	17,156
Operating Expenses
Compensation and benefits	6,860	8,077
Fuel	1,408	2,241
Depreciation and amortization	1,485	1,661
Repairs and maintenance	1,556	1,821
Other operating	4,447	4,636
Selling, general and administrative expenses	1,060	1,560
Loss on disposal of property and equipment	318	50
Total operating expenses	17,134	20,046
Operating Income (Loss)	(4,029)	(2,890)
Other Expense (Income)
Interest expense (income), net	110	104
Other, net	(2,808)	3,155
Loss Before Income Taxes	(1,331)	(6,149)
Provision for Income Taxes	1	62
Net Loss	(1,332)	(6,211)
Other comprehensive income (loss), net of tax	(1,991)	1,009
Comprehensive Loss	$ (3,323)	$ (5,202)

CONDENSED CONSOLIDATING SUBSI37

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Details 2) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 4,081	$ 2,571	$ 3,625	$ 7,100
Accounts receivable, net of allowance	53,246	49,082
Prepaid expenses	24,441	20,475
Assets held for sale	1,937	1,947
Total current assets	83,705	74,075
Restricted cash	120	120
Property and equipment, net	133,284	139,110
Goodwill	32,248	32,248
Intangibles, net	28,022	28,604
Deposits and other assets	25,125	20,806
Deferred tax assets	15	6
Total assets	302,519	294,969	332,786
Current Liabilities
Credit Facility	58,388	50,636
Current maturities of long-term debt	2,287	3,510
Accounts payable	31,698	34,470
Accrued wages and vacation payable	23,741	19,120
Other accrued liabilities	35,144	26,683
Total current liabilities	151,258	134,419
Other liabilities	3,270	3,509
Long-term debt, less current maturities	439,267	439,106
Pension liability	1,888	1,855
Deferred income taxes	9,640	9,511
Total liabilities	605,323	588,400
Stockholders' Deficit
Total stockholders' deficit	$ (302,804)	$ (293,431)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ 302,519	$ 294,969
Parent
Current Assets
Prepaid expenses	225	81
Total current assets	225	81
Investment in affiliates	(38,821)	(46,869)
Property and equipment, net	3,253	3,100
Deposits and other assets	857	951
Intercompany receivables	239,256	240,042
Total assets	204,770	197,305
Current Liabilities
Credit Facility	58,388	50,636
Current maturities of long-term debt	54	53
Accounts payable	20	5
Other accrued liabilities	15,928	7,383
Total current liabilities	74,390	58,077
Long-term debt, less current maturities	433,184	432,659
Total liabilities	507,574	490,736
Stockholders' Deficit
Total stockholders' deficit	$ (302,804)	$ (293,431)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ 204,770	$ 197,305
Guarantor
Current Assets
Cash and cash equivalents	214		655
Accounts receivable, net of allowance	50,442	45,619
Prepaid expenses	22,996	19,181
Assets held for sale	1,871	1,885
Total current assets	75,523	66,685
Restricted cash	120	120
Investment in affiliates	(13,760)	(16,043)
Property and equipment, net	118,422	123,669
Goodwill	30,980	30,980
Intangibles, net	27,235	27,764
Deposits and other assets	23,814	19,429
Intercompany receivables	75,491	68,800
Total assets	337,825	321,404
Current Liabilities
Current maturities of long-term debt	2,233	3,457
Accounts payable	30,597	33,358
Accrued wages and vacation payable	20,397	16,118
Other accrued liabilities	16,310	16,957
Total current liabilities	69,537	69,890
Other liabilities	2,693	3,106
Long-term debt, less current maturities	6,083	6,447
Pension liability	1,888	1,855
Deferred income taxes	9,640	9,511
Intercompany payables	286,805	277,464
Total liabilities	376,646	368,273
Stockholders' Deficit
Total stockholders' deficit	$ (38,821)	$ (46,869)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ 337,825	$ 321,404
Non-Guarantor
Current Assets
Cash and cash equivalents	3,867	2,789	$ 2,970	8,813
Accounts receivable, net of allowance	3,449	3,929
Prepaid expenses	1,220	1,213
Assets held for sale	66	62
Total current assets	8,602	7,993
Property and equipment, net	11,609	12,341
Goodwill	1,268	1,268
Intangibles, net	787	840
Deposits and other assets	454	426
Deferred tax assets	15	6
Total assets	22,735	22,874
Current Liabilities
Accounts payable	1,795	1,729
Accrued wages and vacation payable	3,344	3,002
Other accrued liabilities	2,906	2,343
Total current liabilities	8,045	7,074
Other liabilities	577	403
Intercompany payables	27,873	31,440
Total liabilities	36,495	38,917
Stockholders' Deficit
Total stockholders' deficit	$ (13,760)	$ (16,043)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ 22,735	$ 22,874
Eliminations
Current Assets
Cash and cash equivalents		(218)		$ (1,713)
Accounts receivable, net of allowance	(645)	(466)
Total current assets	(645)	(684)
Investment in affiliates	52,581	62,912
Intercompany receivables	(314,747)	(308,842)
Total assets	(262,811)	(246,614)
Current Liabilities
Accounts payable	(714)	(622)
Total current liabilities	(714)	(622)
Intercompany payables	(314,678)	(308,904)
Total liabilities	(315,392)	(309,526)
Stockholders' Deficit
Total stockholders' deficit	$ 52,581	$ 62,912
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ (262,811)	$ (246,614)

CONDENSED CONSOLIDATING SUBSI38

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Details 3) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Activities
Net cash provided by (used in) operating activities	$ 1,750	$ (493)
Investing Activities
Proceeds from sale of property and equipment	7	72
Purchases of property and equipment	(6,184)	(5,627)
Net cash used in investing activities	(6,177)	(5,555)
Financing Activities
Borrowings under Credit Facility	38,906	34,080
Payments on Credit Facility	(31,154)	(29,985)
Principal payments on long-term debt	(1,936)	(2,215)
Proceeds from issuance of intercompany note		1,500
Net cash provided by (used in) financing activities	5,816	3,380
Effect of exchange rate change on cash	121	(807)
Increase (Decrease) in Cash and Cash Equivalents	1,510	(3,475)
Cash and Cash Equivalents, Beginning of Period	2,571	7,100
Cash and Cash Equivalents, End of Period	4,081	3,625
Parent
Operating Activities
Net cash provided by (used in) operating activities	(7,526)	(5,571)
Investing Activities
Purchases of property and equipment	(213)	(12)
Net cash used in investing activities	(213)	(12)
Financing Activities
Borrowings under Credit Facility	38,906	34,080
Payments on Credit Facility	(31,154)	(29,985)
Principal payments on long-term debt	(13)	(12)
Proceeds from issuance of intercompany note		1,500
Net cash provided by (used in) financing activities	7,739	5,583
Guarantor
Operating Activities
Net cash provided by (used in) operating activities	7,359	4,309
Investing Activities
Proceeds from sale of property and equipment	1
Purchases of property and equipment	(5,910)	(5,465)
Net cash used in investing activities	(5,909)	(5,465)
Financing Activities
Principal payments on long-term debt	(1,923)	(2,203)
Intercompany payables	687	4,014
Net cash provided by (used in) financing activities	(1,236)	1,811
Increase (Decrease) in Cash and Cash Equivalents	214	655
Cash and Cash Equivalents, End of Period	214	655
Non-Guarantor
Operating Activities
Net cash provided by (used in) operating activities	1,699	(944)
Investing Activities
Proceeds from sale of property and equipment	6	72
Purchases of property and equipment	(61)	(150)
Intercompany receivables	(687)	(4,014)
Net cash used in investing activities	(742)	(4,092)
Financing Activities
Effect of exchange rate change on cash	121	(807)
Increase (Decrease) in Cash and Cash Equivalents	1,078	(5,843)
Cash and Cash Equivalents, Beginning of Period	2,789	8,813
Cash and Cash Equivalents, End of Period	3,867	2,970
Eliminations
Operating Activities
Net cash provided by (used in) operating activities	218	1,713
Investing Activities
Intercompany receivables	687	4,014
Net cash used in investing activities	687	4,014
Financing Activities
Intercompany payables	(687)	(4,014)
Net cash provided by (used in) financing activities	(687)	(4,014)
Increase (Decrease) in Cash and Cash Equivalents	218	1,713
Cash and Cash Equivalents, Beginning of Period	$ (218)	$ (1,713)