Jack Cooper 10-Q 11 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 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	Jun. 30, 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	Q2

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Operating Revenues	$ 169,189	$ 198,293	$ 344,960	$ 356,176
Operating Expenses
Compensation and benefits	86,415	95,335	177,106	180,174
Fuel	13,270	19,069	26,088	35,916
Depreciation and amortization	12,547	12,826	25,451	25,522
Repairs and maintenance	12,373	14,055	25,953	25,673
Other operating	25,824	33,117	56,744	60,548
Selling, general and administrative expenses	11,072	14,008	23,897	29,400
Loss on disposal of property and equipment	769	689	1,428	1,301
Goodwill and intangible asset impairment		15,352		15,352
Total operating expenses	162,270	204,451	336,667	373,886
Operating Income (Loss)	6,919	(6,158)	8,293	(17,710)
Other Expense (Income)
Interest expense, net	10,948	11,494	22,486	21,359
Other, net	447	(749)	(2,359)	2,411
Total other expenses	11,395	10,745	20,127	23,770
Income (Loss) Before Income Taxes	(4,476)	(16,903)	(11,834)	(41,480)
Provision for Income Taxes	183	395	438	663
Net Income (Loss)	(4,659)	(17,298)	(12,272)	(42,143)
Other Comprehensive Income (Loss), Net of Tax
Amortization of actuarial pension gain (loss)	25	(26)	46	(3)
Foreign currency translation gain (loss)		(375)	(1,991)	649
Gain on marketable securities held-for-sale		15
Comprehensive Income (Loss)	$ (4,634)	$ (17,684)	$ (14,217)	$ (41,497)

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 2,943	$ 2,571
Accounts receivable, net of allowance	49,444	49,082
Prepaid expenses	18,752	20,475
Assets held for sale	231	1,947
Total current assets	71,370	74,075
Restricted cash	120	120
Property and equipment, net	125,176	139,110
Goodwill	32,152	32,248
Intangibles, net	27,440	28,604
Deposits and other assets	25,757	20,806
Deferred tax assets	101	6
Total assets	282,116	294,969
Current Liabilities
Credit Facility	64,034	50,636
Current maturities of long-term debt	3,304	3,510
Accounts payable	27,351	34,470
Accrued wages and vacation payable	21,281	19,120
Other accrued liabilities	17,563	26,683
Total current liabilities	133,533	134,419
Other liabilities	4,924	3,509
Long-term debt, less current maturities	439,197	439,106
Pension liability	1,920	1,855
Deferred income taxes	9,769	9,511
Total liabilities	589,343	588,400
Stockholders' Deficit
Common stock, $0.0001 par value; 1,000 shares authorized; 100 issued and outstanding at June 30, 2016 and December 31, 2015
Additional paid-in capital	17,846	17,425
Accumulated deficit	(325,410)	(313,138)
Accumulated other comprehensive income	337	2,282
Total stockholders' deficit	(307,227)	(293,431)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ 282,116	$ 294,969

CONDENSED CONSOLIDATED BALANCE4

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares	Jun. 30, 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	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating Activities
Net loss	$ (12,272)	$ (42,143)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	25,451	25,522
Deferred financing cost amortization	1,455	1,440
Loss on disposal of property and equipment	1,428	1,301
Deferred income taxes	163	239
Stock based compensation	421	494
Non-cash interest income	(194)	(202)
Unrealized foreign exchange losses (gains), net	(2,309)	2,563
Non-cash impact of goodwill and intangible asset impairment		15,352
Changes in assets and liabilities:
Trade and other receivables	(652)	(10,858)
Prepaid expenses	1,792	68
Accounts payable and accrued expenses	(14,237)	(2,081)
Other non-current assets	(5,115)	699
Other non-current liabilities	3,558	136
Net cash provided by (used in) operating activities	(511)	(7,470)
Investing Activities
Proceeds from sale of property and equipment	1,790	406
Purchases of property and equipment	(10,756)	(12,361)
Net cash used in investing activities	(8,966)	(11,955)
Financing Activities
Borrowings under Credit Facility	87,066	87,795
Payments on Credit Facility	(73,668)	(123,422)
Principal payments on long-term debt and other liabilities	(3,210)	(4,561)
Deferred financing costs	(260)	(2,291)
Proceeds from issuance of Term Loan		60,000
Proceeds from issuance of intercompany note		1,500
Net cash provided by (used in) financing activities	9,928	19,021
Effect of exchange rate change on cash	(79)	(976)
Increase (Decrease) in Cash and Cash Equivalents	372	(1,380)
Cash and Cash Equivalents, Beginning of Period	2,571	7,100
Cash and Cash Equivalents, End of Period	$ 2,943	$ 5,720

ACCOUNTING POLICIES AND BASIS O

ACCOUNTING POLICIES AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 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 specialty transportation and other logistics provider and the largest over-the-road finished vehicle logistics company in North America. The Company provides premium asset-heavy and asset-light based solutions to the global new and previously owned vehicle markets, specializing in finished vehicle transportation and other logistics services for major automotive original equipment manufacturers, fleet ownership companies, remarketers, dealers and auctions. The Company offers a broad, complementary suite of asset-heavy and asset-light transportation and logistics solutions, operating through a fleet of 2,186 active rigs and a network of 53 strategically located terminals across North America as of June 30, 2016. The Company believes its scale and full range of over-the-road transportation and value-added logistics services, offered in over 80 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 42% , 30% , and 11% of the Company’s revenues were from its three largest customers, General Motors Company, Ford Motor Company, and Toyota Motor Sales, USA, Inc., respectively, during the six months ended June 30, 2016, and 39% , 30% , and 14%, respectively, during the six months ended June 30, 2015. For the three months ended June 30, 2016, approximately 45% , 30% and 10%, and for the three months ended June 30, 2015 approximately 39% , 30% and 13% of the Company’s revenues were from General Motors Company, Ford Motor Company, and Toyota Motor Sales, USA, Inc., respectively. These customers also represented approximately 70 % and 67% of accounts receivable at June 30, 2016 and December 31, 2015, respectively. The allowance for doubtful accounts totaled $2.0 million and $1.8 million as of June 30, 2016 and December 31, 2015, respectively. Goodwill and Intangible Assets Goodwill and other indefinite-lived 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 their 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 their 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 their 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 discounted cash flows, 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 expenditure 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. As a result of the negative changes in the business climate at Auto Export Shipping, Inc. (“AES”), a subsidiary of the Company within its Logistics segment, which provides the brokering of international shipments of cars, trucks and construction equipment from various ports in the U.S. to various international destinations by third-party ships, an interim assessment of the goodwill and intangibles assets at AES was performed during the second quarter of 2015. As a result of the assessment, the Company determined that the book values of goodwill and intangible assets at AES exceeded the fair values and recognized $14.2 million of goodwill impairment and $1.2 million of intangible asset impairment during the six months ended June 30, 2015. The decrease in fair value of the AES reporting unit and intangible assets was due to reduced rates of growth for sales, profits, and cash flows, and revised expectations for future performance that were below the Company’s previous projections, primarily as a result of increased price competition starting in the second quarter of 2015, and weak export demand of vehicles to Nigeria, a major market within which AES operates. No impairment was recorded for the six months ended June 30 , 2016. 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 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 does not expect the adoption of this guidance to have any significant impact on its financial position, results of operations or cash flows. 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 June 30, 2016, $9.1 million of deferred financing costs were 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 was 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 for interim periods thereafter, and the Company expects to adopt this guidance in the fourth quarter of 2016. 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	6 Months Ended
	Jun. 30, 2016
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	Note 2: Property and equipment Property and equipment, net were as follows for the periods presented below: June 30, 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 the remaining life of the asset base. No changes to the remaining useful life of the asset base were made during the six months ended June 30 , 2016. The Company identified certain assets that meet the criteria for assets held for sale classification. The Company had approximately $0.2 million and $1.9 million in assets held for sale as of June 30, 2016 and December 31, 2015, respectively, on its condensed consolidated balance sheets. These assets primarily consist of tractors and trailers that do not fit the Company’s fleet needs and as of December 31, 2015, real property at one location that the Company sold for $1.8 million during the quarter ended June 30, 2016. 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	6 Months Ended
	Jun. 30, 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 June 30 , 2016 and December 31, 2015, there were $64.0 million and $50.6 million, respectively, in outstanding borrowings under the Credit Facility with a weighted average interest rate of 2.99% . As of June 30 , 2016 and December 31, 2015, the Company had available borrowing capacity of $26.8 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 $0.8 million as of June 30 , 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 June 30, 2016 and December 31, 2015 , the Company’s availability under the Credit Facility exceeded the specified threshold amounts and accordingly, the Company was not subject to the financial maintenance covenants in a financial covenant period. During the six months ended June 30 , 2016, borrowings under the Credit Facility ranged from $50.0 million to $79.0 million. As of June 30 and December 31, 2015, the Company had $0.3 million and $3.8 million, respectively, in letters of credit outstanding under the Credit Facility. The Company was in compliance with all applicable covenants under the Credit Facility as of June 30, 2016 and December 31, 2015.

LONG-TERM DEBT

LONG-TERM DEBT	6 Months Ended
	Jun. 30, 2016
LONG-TERM DEBT.
LONG-TERM DEBT	Note 4: Long-Term Debt 2020 Notes As of June 30, 2016, the Company had 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 balance sheets is net of unamortized premium and debt financing costs totaling $2.5 million as of June 30, 2016 and $2.7 million as of December 31, 2015. Interest on the 2020 Notes, accruing at a rate of 9.25% as of June 30, 2016, 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 June 30, 2016 and December 31, 2015. 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 (the “Exchange Notes”), or pay additional interest of 0.25% per annum for each 90 -day period thereafter until completion of the exchange, not to exceed 1.0% of additional interest per annum. On June 13, 2016, we completed the offer to exchange the Exchange Notes for the outstanding 2020 Notes and all $375 million in aggregate principal amount of the 2020 Notes were validly tendered in exchange of an equal amount of Exchange Notes. As a result of the completion of the exchange offer, the Company recognized in the three months ended June 30, 2016 a reversal of $0.6 million interest expense for registration rights interest that was accrued as of December 31, 2015 . Any references in this quarterly report on Form 10-Q to the 2020 Notes for periods following June 13, 2016 shall be deemed to mean the registered Exchange Notes. Term Loan On March 31, 2015, the Company entered into a senior secured term loan facility (as amended, 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 balance sheets is net of the unamortized discount and deferred financing costs totaling $3.3 million as of June 30 , 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. Interest on the Term Loan accrues at LIBOR plus 7.0% ( 10.0% at June 30, 2016), subject to a LIBOR floor of 3.0% per annum. The Term Loan matures on October 18, 2018. The Term Loan also imposes 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). 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 i ndenture governing the 2020 Notes ) 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.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2016
INCOME TAXES
INCOME TAXES	NOTE 5: INCOME TAXES For the six months ended June 30, 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 six months ended June 30, 2016 and 2015 was (3.7)% and (1.1)% , respectively. The Company’s effective tax rate for the three months ended June 30, 2016 and 2015 was (4.1)% and (2.3)% , 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 June 30, 2016 and December 31, 2015, the Company had $90.4 million and $85.4 million, respectively, recorded for valuation allowances.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2016
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	Note 6: Commitments and ContingencieS Letters of Credit At June 30, 2016, the Company had $0.3 million in outstanding letters of credit to be used as collateral for certain insurance bonds. At December 31, 2015, the Company had $3.8 million in outstanding letters of credit used as collateral for certain insurance bonds and 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. 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 December 31, 2015, net of liabilities for which corresponding assets were recorded related to insurance recoveries for claims in excess of per claim maximum exposures. During the three months ended June 30 , 2016, the Company fully satisfied its obligations to Zurich under the settlement agreement. On April 27, 2016, we filed a lawsuit against Applied Underwriters, Inc. and certain of its affiliates, collectively referred to herein as the Applied Defendants, in California State Court. We have alleged the following three claims in the lawsuit: (1) declaratory relief and rescission; (2) tortious breach of the implied covenant of good faith and fair dealing; and (3) fraud and misrepresentation. In connection with these claims, we have demanded compensatory damages, rescission, punitive damages, and/or attorney’s fees. The claims are related to the Applied Defendants’ sale and management of our workers’ compensation program, and specifically the Reinsurance Participation Agreements that the Applied Defendants sold to us starting in 2009. On May 24, 2016, the Applied Defendants submitted a demand for arbitration alleging that the Company has failed to pay certain money owed to them. On July 26, 2016, the California State Court denied the Applied Defendants’ motion to compel arbitration. We have concluded that a loss related to the Applied Defendants’ arbitration demand is not reasonably possible. 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 In March 2016, the Company received a $0.3 million assessment in connection with triggering a full withdrawal from the Western Conference of Teamsters Pension Trust (the “Western Conference Trust”), which the Company had fully accrued as of December 31, 2015. The Company had estimated and recorded liabilities in the amount of $1.9 million as of June 30, 2016 and $4.4 million as of December 31, 2015 for all Western Conference Trust partial withdrawal liabilities as a result of declines in its contributions to the fund during the periods between 2011 and 2014 and the full withdrawal in 2015. During the three months ended June 30, 2016, the Company estimated it had triggered a full withdrawal liability from the Teamsters of Philadelphia and Vicinity Pension Plan (the “Philadelphia Plan”) due to the closure of one of the Company’s terminals during the second quarter of 2016. The Company recorded a $2. 9 million estimate, net of previously recorded estimated partial withdrawal liabilities, for the full withdrawal liability during the three months ended June 30, 2016. The Company recorded total estimated liabilities of $5.8 million as of June 30, 2016 and $3.3 million as of December 31, 2015 for all withdrawal liabilities from the Philadelphia Plan as a result of declines in its contributions to the fund during the periods since 2009 and the full withdrawal during 2016.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 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 June 30 , 2016 and December 31, 2015 was approximately $378.3 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 $151.5 million and $142.2 million at June 30 , 2016 and December 31, 2015, respectively. The fair value was 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	6 Months Ended
	Jun. 30, 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 June 30, 2016 and December 31, 2015, and net intangible assets of $27.4 million and $28.6 million as of June 30, 2016 and December 31, 2015, respectively. The tables below present the change in carrying values by segment: Indefinite-Lived Definite-Lived Transport Segment Customer Customer Non-Compete Total (in thousands) Goodwill Relationships Relationships Agreement Intangibles Balance at December 31, 2015 $ $ $ $ $ Amortization — — Balance at June 30, 2016 $ $ $ $ — $ Indefinite-Lived Definite-Lived Logistics Segment Customer Total (in thousands) Goodwill Relationships Trade Names Intangibles Balance at December 31, 2015 $ $ $ $ Amortization — Currency translation adjustment Balance at June 30, 2016 $ $ $ $

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2016
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	N ote 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 and six months ended June 30, 2016 and 2015, for financial advisory services and related travel expenses. The arrangement with Eve Partners was terminated in February 2016. The Company paid EVE Merchant Holdings, LLC, an affiliate of one of the Company’s directors, less than $0.1 million during the three and six months ended June 30, 2016 and 2015, as a non-exclusive advisor in connection with certain operations of the Company .

SEGMENT REPORTING

SEGMENT REPORTING	6 Months Ended
	Jun. 30, 2016
SEGMENT REPORTING
SEGMENT REPORTING	Note 10: Segment Reporting The Company had two reportable segments at June 30 , 2016 and 2015: the Transport segment and the Logistics segment. Transport Segment . The Transport segment provides automotive transportation services to OEMs of finished vehicles in the U.S. and Canada. Specific services include (i) transportation of new vehicles from OEM manufacturing plants, vehicle distribution centers and seaports and railheads to new vehicle dealerships or other intermediate destinations, in connection with which the Company also 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 asset-light 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 AES, 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 and six months ended June 30 , 2016 and 2015: (in thousands) Transport Logistics Segments Total Corporate Consolidated Three months ended June 30, 2016 Sales to external customers $ $ $ $ — $ Operating income (loss) Capital expenditures (in thousands) Transport Logistics Segments Total Corporate Consolidated Six months ended June 30, 2016 Sales to external customers $ $ $ $ — $ Operating income (loss) Capital expenditures Total assets as of June 30, 2016 $ $ $ $ $ (in thousands) Transport Logistics Segments Total Corporate Consolidated Three months ended June 30, 2015 Sales to external customers $ $ $ $ — $ Operating income (loss) Capital expenditures (in thousands) Transport Logistics Segments Total Corporate Consolidated Six months ended June 30, 2015 Sales to external customers $ $ $ $ — $ Operating loss Capital expenditures Total assets as of June 30, 2015 $ $ $ $ $ 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	6 Months Ended
	Jun. 30, 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: Six Months Ended June 30, 2016 (in thousands) Non- Condensed Consolidating Statements of Comprehensive Income (Loss): Parent Guarantors 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) $ $ $ $ $ Six Months Ended June 30, 2015 (in thousands) Non- Condensed Consolidating Statements of Comprehensive Loss: Parent Guarantors 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 — — Goodwill and intangible asset impairment — — — Total operating expenses Operating Loss Other Expense (Income) Interest expense (income), net — Other, net — Equity in loss of consolidated subsidiaries — — Loss Before Income Taxes Provision for Income Taxes — — Net Loss Equity in other comprehensive income of consolidated subsidiaries — — Other comprehensive income (loss), net of tax — — Comprehensive Loss $ $ $ $ $ As of June 30, 2016 (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 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 $ $ $ $ $ Six Months Ended June 30, 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 and other liabilities — — Deferred financing costs — — — Intercompany payables — — — Net cash provided by (used in) 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 $ — $ $ $ — $ Six Months Ended June 30, 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 revolving Credit Facility — — — Principal payments on long-term debt and other liabilities — — — Deferred financing costs — — — Proceeds from issuance of Term Loan — — — 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)	6 Months Ended
	Jun. 30, 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 42% , 30% , and 11% of the Company’s revenues were from its three largest customers, General Motors Company, Ford Motor Company, and Toyota Motor Sales, USA, Inc., respectively, during the six months ended June 30, 2016, and 39% , 30% , and 14%, respectively, during the six months ended June 30, 2015. For the three months ended June 30, 2016, approximately 45% , 30% and 10%, and for the three months ended June 30, 2015 approximately 39% , 30% and 13% of the Company’s revenues were from General Motors Company, Ford Motor Company, and Toyota Motor Sales, USA, Inc., respectively. These customers also represented approximately 70 % and 67% of accounts receivable at June 30, 2016 and December 31, 2015, respectively. The allowance for doubtful accounts totaled $2.0 million and $1.8 million as of June 30, 2016 and December 31, 2015, respectively.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill and other indefinite-lived 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 their 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 their 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 their 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 discounted cash flows, 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 expenditure 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. As a result of the negative changes in the business climate at Auto Export Shipping, Inc. (“AES”), a subsidiary of the Company within its Logistics segment, which provides the brokering of international shipments of cars, trucks and construction equipment from various ports in the U.S. to various international destinations by third-party ships, an interim assessment of the goodwill and intangibles assets at AES was performed during the second quarter of 2015. As a result of the assessment, the Company determined that the book values of goodwill and intangible assets at AES exceeded the fair values and recognized $14.2 million of goodwill impairment and $1.2 million of intangible asset impairment during the six months ended June 30, 2015. The decrease in fair value of the AES reporting unit and intangible assets was due to reduced rates of growth for sales, profits, and cash flows, and revised expectations for future performance that were below the Company’s previous projections, primarily as a result of increased price competition starting in the second quarter of 2015, and weak export demand of vehicles to Nigeria, a major market within which AES operates. No impairment was recorded for the six months ended June 30 , 2016.
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 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 does not expect the adoption of this guidance to have any significant impact on its financial position, results of operations or cash flows. 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 June 30, 2016, $9.1 million of deferred financing costs were 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 was 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 for interim periods thereafter, and the Company expects to adopt this guidance in the fourth quarter of 2016. 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)	6 Months Ended
	Jun. 30, 2016
PROPERTY AND EQUIPMENT
Schedule of property and equipment, net	June 30, 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)	6 Months Ended
	Jun. 30, 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 Customer Customer Non-Compete Total (in thousands) Goodwill Relationships Relationships Agreement Intangibles Balance at December 31, 2015 $ $ $ $ $ Amortization — — Balance at June 30, 2016 $ $ $ $ — $ Indefinite-Lived Definite-Lived Logistics Segment Customer Total (in thousands) Goodwill Relationships Trade Names Intangibles Balance at December 31, 2015 $ $ $ $ Amortization — Currency translation adjustment Balance at June 30, 2016 $ $ $ $

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	6 Months Ended
	Jun. 30, 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 and six months ended June 30 , 2016 and 2015: (in thousands) Transport Logistics Segments Total Corporate Consolidated Three months ended June 30, 2016 Sales to external customers $ $ $ $ — $ Operating income (loss) Capital expenditures (in thousands) Transport Logistics Segments Total Corporate Consolidated Six months ended June 30, 2016 Sales to external customers $ $ $ $ — $ Operating income (loss) Capital expenditures Total assets as of June 30, 2016 $ $ $ $ $ (in thousands) Transport Logistics Segments Total Corporate Consolidated Three months ended June 30, 2015 Sales to external customers $ $ $ $ — $ Operating income (loss) Capital expenditures (in thousands) Transport Logistics Segments Total Corporate Consolidated Six months ended June 30, 2015 Sales to external customers $ $ $ $ — $ Operating loss Capital expenditures Total assets as of June 30, 2015 $ $ $ $ $

CONDENSED CONSOLIDATING SUBSI21

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2016
CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION
Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss)	Six Months Ended June 30, 2016 (in thousands) Non- Condensed Consolidating Statements of Comprehensive Income (Loss): Parent Guarantors 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) $ $ $ $ $ Six Months Ended June 30, 2015 (in thousands) Non- Condensed Consolidating Statements of Comprehensive Loss: Parent Guarantors 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 — — Goodwill and intangible asset impairment — — — Total operating expenses Operating Loss Other Expense (Income) Interest expense (income), net — Other, net — Equity in loss of consolidated subsidiaries — — Loss Before Income Taxes Provision for Income Taxes — — Net Loss Equity in other comprehensive income of consolidated subsidiaries — — Other comprehensive income (loss), net of tax — — Comprehensive Loss $ $ $ $ $
Schedule of Condensed Consolidating Balance Sheet	As of June 30, 2016 (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 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	Six Months Ended June 30, 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 and other liabilities — — Deferred financing costs — — — Intercompany payables — — — Net cash provided by (used in) 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 $ — $ $ $ — $ Six Months Ended June 30, 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 revolving Credit Facility — — — Principal payments on long-term debt and other liabilities — — — Deferred financing costs — — — Proceeds from issuance of Term Loan — — — 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 - Organization and Business Overview and Revenue (Details) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2016USD ($)locationitem	Jun. 30, 2015	Jun. 30, 2016USD ($)customerlocationitem	Jun. 30, 2015	Dec. 31, 2015USD ($)
Revenue
Number of rigs	2,186		2,186
Number of terminals	53		53
Number of locations | location	80		80
Number of major customers | customer			3
Allowance for doubtful accounts | $	$ 2		$ 2		$ 1.8
Revenue | Customer concentration risk | General Motors Company
Revenue
Concentration risk percentage	45.00%	39.00%	42.00%	39.00%
Revenue | Customer concentration risk | Ford Motor Company
Revenue
Concentration risk percentage	30.00%	30.00%	30.00%	30.00%
Revenue | Customer concentration risk | Toyota Motor Sales, USA Inc.
Revenue
Concentration risk percentage	10.00%	13.00%	11.00%	14.00%
Accounts receivable | Customer concentration risk | General Motors Company, Ford Motor Company, And Toyota Motor Sales, USA, Inc.
Revenue
Concentration risk percentage			70.00%		67.00%

ACCOUNTING POLICIES AND BASIS23

ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Goodwill and Intangible Asset Impairment [Abstract]
Impairment charge	$ 15,352		$ 15,352
AES
Goodwill and Intangible Asset Impairment [Abstract]
Goodwill impairment			14,200
Intangible asset impairment			$ 1,200
Impairment charge		$ 0

ACCOUNTING POLICIES AND BASIS24

ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Recently Issued Accounting Standards (Details) - Accounting Standards Update 2015-03: Simplifying the Presentation of Debt Issuance Costs - Pro forma adjustment - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Long-term assets
New accounting pronouncements
Deferred financing costs		$ (10.1)
Long-term debt
New accounting pronouncements
Deferred financing costs	$ 9.1

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2016USD ($)	Dec. 31, 2015USD ($)location
Property and equipment
Property and equipment, gross	$ 328,306	$ 320,800
Less accumulated depreciation	203,130	181,690
Property and equipment, net	125,176	139,110
Assets held for sale
Assets held for sale	231	$ 1,947
Number of locations with real property held for sale | location		1
Amount received on sale of real property	1,800
Tractors And Trailers [Member]
Assets held for sale
Assets held for sale	200	$ 1,900
Land
Property and equipment
Property and equipment, gross	7,045	7,045
Carrier revenue equipment
Property and equipment
Property and equipment, gross	276,348	269,019
Buildings and equipment
Property and equipment
Property and equipment, gross	38,297	37,559
Leasehold improvements
Property and equipment
Property and equipment, gross	2,630	2,756
Construction in progress
Property and equipment
Property and equipment, gross	$ 3,986	$ 4,421

LINE OF CREDIT (Details)

LINE OF CREDIT (Details) $ in Thousands	Jun. 18, 2013USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2015USD ($)
Line of credit
Outstanding borrowings		$ 64,034	$ 50,636
Letters of Credit outstanding		300	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		$ 64,000	50,600
Weighted average interest rate (as a percent)		2.99%
Available borrowing capacity		$ 26,800	39,300
Debt issuance costs		800	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		79,000
Letters of Credit outstanding		$ 300	$ 3,800

LONG-TERM DEBT - Notes (Details

LONG-TERM DEBT - Notes (Details) - 9.25% Senior Secured Notes due 2020 - USD ($) $ in Millions	Jun. 13, 2016	Jun. 18, 2013	Jun. 30, 2016	Jun. 30, 2016	Dec. 31, 2015
Long-term debt
Outstanding principal amount			$ 375	$ 375
Interest rate, stated (as a percent)			9.25%	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%
Aggregate principal amount tendered in exchange of an equal amount of Exchange Notes	$ 375
Reversal of registration rights interest accrual			$ 0.6
Registration rights interest accrual					$ 0.6

LONG-TERM DEBT - Term Loan (Det

LONG-TERM DEBT - Term Loan (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 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	$ 3,300	$ 3,900
Percentage of outstanding equity of first-tier foreign subsidiaries pledged			65.00%
Term Loan | LIBOR
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		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
INCOME TAXES
Company's effective tax rate (as a percent)	(4.10%)	(2.30%)	(3.70%)	(1.10%)
Valuation allowance	$ 90.4		$ 90.4		$ 85.4

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Apr. 27, 2016item	Mar. 31, 2016USD ($)	Jun. 30, 2016USD ($)item	Dec. 31, 2015USD ($)
Commitments and contingencies
Letters of Credit outstanding			$ 0.3	$ 3.8
Other Commitments
Number of terminals | item			53
Western Conference Trust
Other Commitments
Assessment for withdrawal		$ 0.3
Pension plan withdrawal obligation			$ 1.9	4.4
Teamsters of Philadelphia and Vicinity Pension Plan
Other Commitments
Assessment for withdrawal			2.9
Pension plan withdrawal obligation			$ 5.8	3.3
Number of terminals | item			1
Insurance claim dispute with American Zurich Insurance Company and Zurich Services Corporation
Commitments and contingencies
Loss contingency reserve, net of related reserve				$ 4.1
Lawsuit against Applied Defendants
Commitments and contingencies
Number of claims in lawsuit | item	3

FAIR VALUE OF FINANCIAL INSTR31

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 2 - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
9.25% Senior Secured Notes due 2020
Summary of Fair Value of Financial Instruments
Fair value amount outstanding	$ 378.3	$ 370.6
Debt instruments excluding Senior Secured Notes 9.25 percent due 2020
Summary of Fair Value of Financial Instruments
Fair value amount outstanding	$ 151.5	$ 142.2

GOODWILL AND ACQUIRED INTANGI32

GOODWILL AND ACQUIRED INTANGIBLE ASSETS - Goodwill and Net Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill	$ 32,152	$ 32,248
Net intangible assets	$ 27,440	$ 28,604

GOODWILL AND ACQUIRED INTANGI33

GOODWILL AND ACQUIRED INTANGIBLE ASSETS - Change in Carrying Values by Segment (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)
Change in carrying values of goodwill
Balance at the beginning	$ 32,248
Balance at the end	32,152
Change in carrying values of intangibles
Balance at the beginning	28,604
Balance at the end	27,440
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	(727)
Change in carrying values of intangibles
Balance at the beginning	25,960
Amortization	(727)
Balance at the end	25,233
Transport | Customer Relationships
Change in carrying values of definite lived assets
Balance at the beginning	5,544
Amortization	(667)
Balance at the end	4,877
Change in carrying values of intangibles
Amortization	(667)
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
Currency translation adjustment	(96)
Balance at the end	7,008
Change in carrying values of definite lived assets
Amortization	(340)
Currency translation adjustment	(97)
Change in carrying values of intangibles
Balance at the beginning	2,644
Amortization	(340)
Balance at the end	2,207
Logistics | Customer Relationships
Change in carrying values of definite lived assets
Balance at the beginning	1,387
Amortization	(310)
Currency translation adjustment	(59)
Balance at the end	1,018
Change in carrying values of intangibles
Amortization	(310)
Logistics | Trade Names
Change in carrying values of definite lived assets
Balance at the beginning	1,257
Amortization	(30)
Currency translation adjustment	(38)
Balance at the end	1,189
Change in carrying values of intangibles
Amortization	$ (30)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Maximum - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
EVE Partners, LLC, an affiliated entity
Related party transactions
Financial advisory services and related travel expenses	$ 0.1	$ 0.1	$ 0.1	$ 0.1
EVE Merchant Holdings, LLC, an affiliated entity
Related party transactions
Non-exclusive advisory services in connection with certain operations of the Company	$ 0.1	$ 0.1	$ 0.1	$ 0.1

SEGMENT REPORTING (Details)

SEGMENT REPORTING (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)segmentcompany	Jun. 30, 2015USD ($)segment	Dec. 31, 2015USD ($)
Segment reporting
Number of reporting segments | segment			2	2
Sales to external customers	$ 169,189	$ 198,293	$ 344,960	$ 356,176
Operating income (loss)	6,919	(6,158)	8,293	(17,710)
Capital expenditures	4,572	6,739	10,756	12,361
Total assets	282,116	312,622	282,116	312,622	$ 294,969
Segments Total
Segment reporting
Sales to external customers	169,189	198,293	344,960	356,176
Operating income (loss)	7,319	(5,903)	9,159	(17,128)
Capital expenditures	4,549	6,736	10,732	12,346
Total assets	278,884	309,355	278,884	309,355
Corporate
Segment reporting
Operating income (loss)	(400)	(255)	(866)	(582)
Capital expenditures	23	3	24	15
Total assets	3,232	3,267	$ 3,232	3,267
Mexico
Segment reporting
Number of operating companies | company			5
Transport
Segment reporting
Sales to external customers	153,105	181,379	$ 311,043	329,206
Operating income (loss)	6,450	9,216	6,854	(976)
Capital expenditures	4,151	6,652	10,246	11,965
Total assets	257,023	285,179	257,023	285,179
Logistics
Segment reporting
Sales to external customers	16,084	16,914	33,917	26,970
Operating income (loss)	869	(15,119)	2,305	(16,152)
Capital expenditures	398	84	486	381
Total assets	$ 21,861	$ 24,176	$ 21,861	$ 24,176

CONDENSED CONSOLIDATING SUBSI36

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION - Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Operating Revenues	$ 169,189	$ 198,293	$ 344,960	$ 356,176
Operating Expenses
Compensation and benefits	86,415	95,335	177,106	180,174
Fuel	13,270	19,069	26,088	35,916
Depreciation and amortization	12,547	12,826	25,451	25,522
Repairs and maintenance	12,373	14,055	25,953	25,673
Other operating	25,824	33,117	56,744	60,548
Selling, general and administrative expenses	11,072	14,008	23,897	29,400
Loss on disposal of property and equipment	769	689	1,428	1,301
Goodwill and intangible asset impairment		15,352		15,352
Total operating expenses	162,270	204,451	336,667	373,886
Operating Income (Loss)	6,919	(6,158)	8,293	(17,710)
Other Expense (Income)
Interest expense (income), net	10,948	11,494	22,486	21,359
Other, net	447	(749)	(2,359)	2,411
Income (Loss) Before Income Taxes	(4,476)	(16,903)	(11,834)	(41,480)
Provision for Income Taxes	183	395	438	663
Net Income (Loss)	(4,659)	(17,298)	(12,272)	(42,143)
Other comprehensive income (loss), net of tax			(1,945)	646
Comprehensive Income (Loss)	$ (4,634)	$ (17,684)	(14,217)	(41,497)
Eliminations
Operating Revenues			(7,975)	(8,362)
Operating Expenses
Other operating			(7,010)	(6,614)
Selling, general and administrative expenses			(965)	(1,726)
Total operating expenses			(7,975)	(8,340)
Operating Income (Loss)				(22)
Other Expense (Income)
Other, net				(22)
Equity in loss (income) of consolidated subsidiaries			8,675	(25,818)
Income (Loss) Before Income Taxes			(8,675)	25,818
Net Income (Loss)			(8,675)	25,818
Equity in other comprehensive income (loss) of consolidated subsidiaries			3,935	(1,295)
Comprehensive Income (Loss)			(4,740)	24,523
Parent
Operating Expenses
Depreciation and amortization			120	117
Selling, general and administrative expenses			745	465
Total operating expenses			865	582
Operating Income (Loss)			(865)	(582)
Other Expense (Income)
Interest expense (income), net			22,530	21,392
Equity in loss (income) of consolidated subsidiaries			(11,123)	20,169
Income (Loss) Before Income Taxes			(12,272)	(42,143)
Net Income (Loss)			(12,272)	(42,143)
Equity in other comprehensive income (loss) of consolidated subsidiaries			(1,945)	646
Comprehensive Income (Loss)			(14,217)	(41,497)
Guarantor
Operating Revenues			326,747	324,760
Operating Expenses
Compensation and benefits			164,682	162,214
Fuel			23,389	31,069
Depreciation and amortization			22,342	22,085
Repairs and maintenance			23,015	21,784
Other operating			56,027	57,691
Selling, general and administrative expenses			22,281	27,876
Loss on disposal of property and equipment			926	1,072
Goodwill and intangible asset impairment				15,352
Total operating expenses			312,662	339,143
Operating Income (Loss)			14,085	(14,383)
Other Expense (Income)
Interest expense (income), net			(247)	(241)
Other, net			255	(99)
Equity in loss (income) of consolidated subsidiaries			2,448	5,649
Income (Loss) Before Income Taxes			11,629	(19,692)
Provision for Income Taxes			506	477
Net Income (Loss)			11,123	(20,169)
Equity in other comprehensive income (loss) of consolidated subsidiaries			(1,990)	649
Other comprehensive income (loss), net of tax			45	(3)
Comprehensive Income (Loss)			9,178	(19,523)
Non-Guarantor
Operating Revenues			26,188	39,778
Operating Expenses
Compensation and benefits			12,424	17,960
Fuel			2,699	4,847
Depreciation and amortization			2,989	3,320
Repairs and maintenance			2,938	3,889
Other operating			7,727	9,471
Selling, general and administrative expenses			1,836	2,785
Loss on disposal of property and equipment			502	229
Total operating expenses			31,115	42,501
Operating Income (Loss)			(4,927)	(2,723)
Other Expense (Income)
Interest expense (income), net			203	208
Other, net			(2,614)	2,532
Income (Loss) Before Income Taxes			(2,516)	(5,463)
Provision for Income Taxes			(68)	186
Net Income (Loss)			(2,448)	(5,649)
Other comprehensive income (loss), net of tax			(1,990)	649
Comprehensive Income (Loss)			$ (4,438)	$ (5,000)

CONDENSED CONSOLIDATING SUBSI37

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 2,943	$ 2,571	$ 5,720	$ 7,100
Accounts receivable, net of allowance	49,444	49,082
Prepaid expenses	18,752	20,475
Assets held for sale	231	1,947
Total current assets	71,370	74,075
Restricted cash	120	120
Property and equipment, net	125,176	139,110
Goodwill	32,152	32,248
Intangibles, net	27,440	28,604
Deposits and other assets	25,757	20,806
Deferred tax assets	101	6
Total assets	282,116	294,969	312,622
Current Liabilities
Credit Facility	64,034	50,636
Current maturities of long-term debt	3,304	3,510
Accounts payable	27,351	34,470
Accrued wages and vacation payable	21,281	19,120
Other accrued liabilities	17,563	26,683
Total current liabilities	133,533	134,419
Other liabilities	4,924	3,509
Long-term debt, less current maturities	439,197	439,106
Pension liability	1,920	1,855
Deferred income taxes	9,769	9,511
Total liabilities	589,343	588,400
Stockholders' Deficit
Total stockholders' deficit	(307,227)	(293,431)
Commitments and Contingencies
Total liabilities and stockholders' deficit	282,116	294,969
Parent
Current Assets
Prepaid expenses	226	81
Total current assets	226	81
Investment in affiliates	(32,142)	(46,869)
Property and equipment, net	3,004	3,100
Deposits and other assets	762	951
Intercompany receivables	223,247	240,042
Total assets	195,097	197,305
Current Liabilities
Credit Facility	64,034	50,636
Current maturities of long-term debt	55	53
Accounts payable	3	5
Other accrued liabilities	4,781	7,383
Total current liabilities	68,873	58,077
Long-term debt, less current maturities	433,451	432,659
Total liabilities	502,324	490,736
Stockholders' Deficit
Total stockholders' deficit	(307,227)	(293,431)
Commitments and Contingencies
Total liabilities and stockholders' deficit	195,097	197,305
Guarantor
Current Assets
Cash and cash equivalents	(227)		1,892
Accounts receivable, net of allowance	46,851	45,619
Prepaid expenses	17,670	19,181
Assets held for sale	175	1,885
Total current assets	64,469	66,685
Restricted cash	120	120
Investment in affiliates	(14,936)	(16,043)
Property and equipment, net	113,367	123,669
Goodwill	30,980	30,980
Intangibles, net	26,765	27,764
Deposits and other assets	24,546	19,429
Intercompany receivables	80,991	68,800
Total assets	326,302	321,404
Current Liabilities
Current maturities of long-term debt	3,249	3,457
Accounts payable	26,103	33,358
Accrued wages and vacation payable	17,802	16,118
Other accrued liabilities	11,045	16,957
Total current liabilities	58,199	69,890
Other liabilities	4,141	3,106
Long-term debt, less current maturities	5,746	6,447
Pension liability	1,920	1,855
Deferred income taxes	9,769	9,511
Intercompany payables	278,669	277,464
Total liabilities	358,444	368,273
Stockholders' Deficit
Total stockholders' deficit	(32,142)	(46,869)
Commitments and Contingencies
Total liabilities and stockholders' deficit	326,302	321,404
Non-Guarantor
Current Assets
Cash and cash equivalents	3,170	2,789	$ 3,828	8,814
Accounts receivable, net of allowance	2,934	3,929
Prepaid expenses	856	1,213
Assets held for sale	56	62
Total current assets	7,016	7,993
Property and equipment, net	8,805	12,341
Goodwill	1,172	1,268
Intangibles, net	675	840
Deposits and other assets	449	426
Deferred tax assets	101	6
Total assets	18,218	22,874
Current Liabilities
Accounts payable	1,657	1,729
Accrued wages and vacation payable	3,479	3,002
Other accrued liabilities	1,737	2,343
Total current liabilities	6,873	7,074
Other liabilities	783	403
Intercompany payables	25,498	31,440
Total liabilities	33,154	38,917
Stockholders' Deficit
Total stockholders' deficit	(14,936)	(16,043)
Commitments and Contingencies
Total liabilities and stockholders' deficit	18,218	22,874
Eliminations
Current Assets
Cash and cash equivalents		(218)		$ (1,714)
Accounts receivable, net of allowance	(341)	(466)
Total current assets	(341)	(684)
Investment in affiliates	47,078	62,912
Intercompany receivables	(304,238)	(308,842)
Total assets	(257,501)	(246,614)
Current Liabilities
Accounts payable	(412)	(622)
Total current liabilities	(412)	(622)
Intercompany payables	(304,167)	(308,904)
Total liabilities	(304,579)	(309,526)
Stockholders' Deficit
Total stockholders' deficit	47,078	62,912
Commitments and Contingencies
Total liabilities and stockholders' deficit	$ (257,501)	$ (246,614)

CONDENSED CONSOLIDATING SUBSI38

CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION - Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Operating Activities
Net cash provided by (used in) operating activities				$ (511)	$ (7,470)
Investing Activities
Proceeds from sale of property and equipment				1,790	406
Purchases of property and equipment	$ (4,572)		$ (6,739)	(10,756)	(12,361)
Net cash used in investing activities				(8,966)	(11,955)
Financing Activities
Borrowings under Credit Facility				87,066	87,795
Payments on Credit Facility				(73,668)	(123,422)
Principal payments on long-term debt and other liabilities				(3,210)	(4,561)
Deferred financing costs				(260)	(2,291)
Proceeds from issuance of Term Loan					60,000
Proceeds from issuance of intercompany note					1,500
Net cash provided by (used in) financing activities				9,928	19,021
Effect of exchange rate change on cash				(79)	(976)
Increase (Decrease) in Cash and Cash Equivalents		$ 372		372	(1,380)
Cash and Cash Equivalents, Beginning of Period		2,571		2,571	7,100
Cash and Cash Equivalents, End of Period	2,943		5,720	2,943	5,720
Parent
Operating Activities
Net cash provided by (used in) operating activities				(13,088)	(23,567)
Investing Activities
Purchases of property and equipment				(24)	(15)
Net cash used in investing activities				(24)	(15)
Financing Activities
Borrowings under Credit Facility				87,066	87,795
Payments on Credit Facility				(73,668)	(123,422)
Principal payments on long-term debt and other liabilities				(26)
Deferred financing costs				(260)	(2,291)
Proceeds from issuance of Term Loan					60,000
Proceeds from issuance of intercompany note					1,500
Net cash provided by (used in) financing activities				13,112	23,582
Guarantor
Operating Activities
Net cash provided by (used in) operating activities				9,132	9,591
Investing Activities
Proceeds from sale of property and equipment				1,704	223
Purchases of property and equipment				(10,850)	(11,624)
Net cash used in investing activities				(9,146)	(11,401)
Financing Activities
Principal payments on long-term debt and other liabilities				(3,184)	(4,561)
Intercompany payables				2,971	8,263
Net cash provided by (used in) financing activities				(213)	3,702
Increase (Decrease) in Cash and Cash Equivalents		(227)			1,892
Cash and Cash Equivalents, End of Period	(227)		1,892	(227)	1,892
Non-Guarantor
Operating Activities
Net cash provided by (used in) operating activities				3,227	4,792
Investing Activities
Proceeds from sale of property and equipment				86	183
Purchases of property and equipment				118	(722)
Intercompany receivables				(2,971)	(8,263)
Net cash used in investing activities				(2,767)	(8,802)
Financing Activities
Effect of exchange rate change on cash				(79)	(976)
Increase (Decrease) in Cash and Cash Equivalents		381			(4,986)
Cash and Cash Equivalents, Beginning of Period		2,789		2,789	8,814
Cash and Cash Equivalents, End of Period	$ 3,170		$ 3,828	3,170	3,828
Eliminations
Operating Activities
Net cash provided by (used in) operating activities				218	1,714
Investing Activities
Intercompany receivables				2,971	8,263
Net cash used in investing activities				2,971	8,263
Financing Activities
Intercompany payables				(2,971)	(8,263)
Net cash provided by (used in) financing activities				(2,971)	(8,263)
Increase (Decrease) in Cash and Cash Equivalents		218			1,714
Cash and Cash Equivalents, Beginning of Period		$ (218)		$ (218)	$ (1,714)