DOWNERS GROVE, Ill.--(BUSINESS WIRE)--Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced results for the fourth quarter and year ended December 31, 2019.
Fourth Quarter Financial Results
Revenues decreased to $400.9 million for the fourth quarter of 2019 compared to $551.5 million for the fourth quarter of 2018. Lower revenues were primarily due to declines in air and ground expedited logistics at the Ascent On-Demand segment (“Ascent OD”) as well as reduced shipment volumes and rates across the Ascent Transportation Management (“Ascent TM”), Less-than-Truckload (“LTL”) and Truckload (“TL”) segments. Fourth quarter 2019 results were also negatively impacted by the General Motors strike, which reduced revenue in the Ascent OD and TL segments by approximately $26.7 million and $4.4 million, respectively. After the GM strike ended in late October, the company saw improved results in Ascent OD in the months of November and December.
Operating loss was $70.5 million for the fourth quarter of 2019 compared to $22.9 million for the fourth quarter of 2018. Impacting the consolidated operating loss for the fourth quarter of 2019 was $48.3 million of goodwill, intangible asset and asset impairment charges and $7.2 million of operations restructuring costs related to the downsizing of the dry van business, offset by gains from the sale of the Intermodal and Flatbed businesses of $37.2 million. Excluding impairment charges, operations restructuring costs and gains from sales of businesses, the higher consolidated operating loss for the fourth quarter of 2019 was primarily attributable to the impact of lower revenues and margins across all operating segments.
Net loss was $74.2 million for the fourth quarter of 2019 compared to $58.4 million for the fourth quarter of 2018. In addition to the reasons discussed above for the company’s consolidated operating loss, the consolidated net loss for the fourth quarter of 2019 was also impacted by a decrease in interest expense of $30.9 million resulting from the redemption of preferred stock in the first quarter of 2019 and an increased benefit from income taxes. The company’s effective income tax rate was a benefit of 3.5% and 2.9% during the fourth quarter of 2019 and 2018, respectively.
Diluted loss per share available to common stockholders was $1.97 for the fourth quarter of 2019, compared to diluted loss per share of $37.32 for the fourth quarter of 2018. On April 5, 2019, the company executed a 1-for-25 reverse stock split. All share and per common share data have been retroactively adjusted for all periods presented. The weighted average common stock outstanding used in the calculation of diluted loss per share was significantly higher in the fourth quarter of 2019 due to the company’s issuance of 36 million shares of common stock in the rights offering that was completed in February 2019.
Adjusted EBITDA for the quarters ended December 31, 2019 and 2018 was calculated as follows:
(In thousands) |
Three Months Ended December 31, 2019 |
||||||||||||||||||||||
|
Ascent TM |
|
Ascent OD |
|
LTL |
|
TL |
|
Corporate/
|
|
Total |
||||||||||||
Net (loss) income |
$ |
(40,152 |
) |
|
$ |
3,665 |
|
|
$ |
(12,967 |
) |
|
$ |
(33,162 |
) |
|
$ |
8,378 |
|
|
$ |
(74,238 |
) |
Plus: Total interest expense |
79 |
|
|
— |
|
|
399 |
|
|
744 |
|
|
5,196 |
|
|
6,418 |
|
||||||
Plus: Benefit from income taxes |
(159 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,494 |
) |
|
(2,653 |
) |
||||||
Plus: Depreciation and amortization |
1,430 |
|
|
2,300 |
|
|
1,819 |
|
|
5,774 |
|
|
1,880 |
|
|
13,203 |
|
||||||
Plus: Impairment charges |
40,108 |
|
|
— |
|
|
— |
|
|
7,861 |
|
|
350 |
|
|
48,319 |
|
||||||
Plus: Long-term incentive compensation expenses |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,985 |
|
|
4,985 |
|
||||||
Less: Gain on sales of businesses |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(37,221 |
) |
|
(37,221 |
) |
||||||
Plus: Corporate restructuring and restatement costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,780 |
|
|
2,780 |
|
||||||
Plus: Operations restructuring costs |
— |
|
|
— |
|
|
— |
|
|
7,153 |
|
|
— |
|
|
7,153 |
|
||||||
Adjusted EBITDA |
$ |
1,306 |
|
|
$ |
5,965 |
|
|
$ |
(10,749 |
) |
|
$ |
(11,630 |
) |
|
$ |
(16,146 |
) |
|
$ |
(31,254 |
) |
Adjusted EBITDA as a % of revenue |
1.1% |
|
5.3% |
|
(10.4%) |
|
(16.8%) |
|
|
|
(7.8%) |
||||||||||||
(In thousands) |
Three Months Ended December 31, 2018 |
||||||||||||||||||||||
|
Ascent TM |
|
Ascent OD |
|
LTL |
|
TL |
|
Corporate/
|
|
Total |
||||||||||||
Net (loss) income |
$ |
6,945 |
|
|
$ |
10,569 |
|
|
$ |
(9,454 |
) |
|
$ |
(11,497 |
) |
|
$ |
(55,001 |
) |
|
$ |
(58,438 |
) |
Plus: Total interest expense |
23 |
|
|
— |
|
|
29 |
|
|
162 |
|
|
37,125 |
|
|
37,339 |
|
||||||
Plus: (Benefit from) provision for income taxes |
2 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,776 |
) |
|
(1,774 |
) |
||||||
Plus: Depreciation and amortization |
1,510 |
|
|
2,131 |
|
|
1,165 |
|
|
7,683 |
|
|
2,475 |
|
|
14,964 |
|
||||||
Plus: Impairment charges |
— |
|
|
— |
|
|
— |
|
|
1,582 |
|
|
— |
|
|
1,582 |
|
||||||
Plus: Long-term incentive compensation expenses |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
742 |
|
|
742 |
|
||||||
Plus: Corporate restructuring and restatement costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,687 |
|
|
6,687 |
|
||||||
Plus: Contingent purchase obligation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,840 |
|
|
1,840 |
|
||||||
Adjusted EBITDA |
$ |
8,480 |
|
|
$ |
12,700 |
|
|
$ |
(8,260 |
) |
|
$ |
(2,070 |
) |
|
$ |
(7,908 |
) |
|
$ |
2,942 |
|
Adjusted EBITDA as a % of revenue |
5.7% |
|
7.6% |
|
(7.6%) |
|
(1.5%) |
|
|
|
0.5% |
||||||||||||
For more information about Adjusted EBITDA, see “Non-GAAP Financial Measures” below and the company’s SEC filings.
Full Year Financial Results
Revenues decreased to $1,847.9 million for the year ended December 31, 2019 compared to $2,216.1 million for the year ended December 31, 2018. Lower revenues in all operating segments contributed to the decrease.
Operating loss was $321.9 million for the year ended December 31, 2019 compared to $58.5 million for the year ended December 31, 2018. The 2019 operating loss included operations restructuring costs of $20.6 million related to the dry van truckload business and asset impairment charges of $197.1 million. The 2018 operating loss included operations restructuring costs of $4.7 million related to the temperature controlled business. Lower consolidated operating results in 2019 were attributable to decreased revenues and increased impairment charges and restructuring costs, partially offset by lower purchased transportation costs, other operating expenses, and gain on sale of businesses.
Net loss was $340.9 million for the year ended December 31, 2019 compared to $165.6 million for the year ended December 31, 2018. In addition to the operating results within the company’s segments and corporate, the net loss reflected a decrease in interest expense to $20.4 million in 2019 from $116.9 million in 2018 due to the absence of interest on the preferred stock (which was fully redeemed in the first quarter of 2019 after completion of the rights offering). The effective income tax rate was a benefit of 1.1% and 5.6% during the year ended December 31, 2019 and 2018, respectively.
Diluted loss per share available to common stockholders was $10.62 for the year ended December 31, 2019, compared to diluted loss per share of $107.39 for the year ended December 31, 2018. As previously mentioned, the weighted average common stock outstanding used in the calculation of diluted loss per share was significantly higher during the year ended December 31, 2019 due to the company’s issuance of 36 million shares of common stock in the rights offering that was completed in February 2019.
Adjusted EBITDA for the year ended December 31, 2019 and 2018 was calculated as follows:
(In thousands) |
Year ended December 31, 2019 |
||||||||||||||||||||||
|
Ascent TM |
|
Ascent OD |
|
LTL |
|
TL |
|
Corporate/
|
|
Total |
||||||||||||
Net (loss) income |
$ |
(58,249 |
) |
|
$ |
4,450 |
|
|
$ |
(36,469 |
) |
|
$ |
(176,023 |
) |
|
$ |
(74,646 |
) |
|
$ |
(340,937 |
) |
Plus: Total interest expense |
359 |
|
|
— |
|
|
902 |
|
|
3,038 |
|
|
16,113 |
|
|
20,412 |
|
||||||
Plus: Benefit from income taxes |
(149 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,511 |
) |
|
(3,660 |
) |
||||||
Plus: Depreciation and amortization |
6,318 |
|
|
8,664 |
|
|
5,422 |
|
|
28,918 |
|
|
9,682 |
|
|
59,004 |
|
||||||
Plus: Impairment charges |
74,636 |
|
|
— |
|
|
1,076 |
|
|
107,261 |
|
|
14,123 |
|
|
197,096 |
|
||||||
Plus: Long-term incentive compensation expenses |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14,790 |
|
|
14,790 |
|
||||||
Less: Gain on sales of business |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(37,221 |
) |
|
(37,221 |
) |
||||||
Plus: Loss on debt restructuring |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,270 |
|
|
2,270 |
|
||||||
Plus: Corporate restructuring and restatement costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
13,721 |
|
|
13,721 |
|
||||||
Plus: Operations restructuring costs |
— |
|
|
— |
|
|
— |
|
|
20,579 |
|
|
— |
|
|
20,579 |
|
||||||
Plus: Contingent purchase obligation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
360 |
|
|
360 |
|
||||||
Adjusted EBITDA |
$ |
22,915 |
|
|
$ |
13,114 |
|
|
$ |
(29,069 |
) |
|
$ |
(16,227 |
) |
|
$ |
(44,319 |
) |
|
$ |
(53,586 |
) |
Adjusted EBITDA as a % of revenue |
4.5% |
|
2.8% |
|
(6.7%) |
|
(3.4%) |
|
|
|
(2.9%) |
||||||||||||
(In thousands) |
Year ended December 31, 2018 |
||||||||||||||||||||||
|
Ascent TM |
|
Ascent OD |
|
LTL |
|
TL |
|
Corporate/
|
|
Total |
||||||||||||
Net (loss) income |
$ |
28,226 |
|
|
$ |
30,464 |
|
|
$ |
(27,009 |
) |
|
$ |
(28,682 |
) |
|
$ |
(168,596 |
) |
|
$ |
(165,597 |
) |
Plus: Total interest expense |
108 |
|
|
— |
|
|
117 |
|
|
315 |
|
|
116,372 |
|
|
116,912 |
|
||||||
Plus: (Benefit from) provision for income taxes |
131 |
|
|
— |
|
|
— |
|
|
— |
|
|
(9,945 |
) |
|
(9,814 |
) |
||||||
Plus: Depreciation and amortization |
5,049 |
|
|
8,230 |
|
|
3,854 |
|
|
20,577 |
|
|
5,057 |
|
|
42,767 |
|
||||||
Plus: Fleet impairment charges |
— |
|
|
— |
|
|
— |
|
|
1,582 |
|
|
— |
|
|
1,582 |
|
||||||
Plus: Long-term incentive compensation expenses |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,696 |
|
|
2,696 |
|
||||||
Plus: Corporate restructuring and restatement costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
22,224 |
|
|
22,224 |
|
||||||
Plus: Operations restructuring costs |
— |
|
|
— |
|
|
— |
|
|
4,655 |
|
|
— |
|
|
4,655 |
|
||||||
Plus: Contingent purchase obligation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,840 |
|
|
1,840 |
|
||||||
Adjusted EBITDA |
$ |
33,514 |
|
|
$ |
38,694 |
|
|
$ |
(23,038 |
) |
|
$ |
(1,553 |
) |
|
$ |
(30,352 |
) |
|
$ |
17,265 |
|
Adjusted EBITDA as a % of revenue |
5.8% |
|
5.7% |
|
(5.5%) |
|
(0.3%) |
|
|
|
0.8% |
||||||||||||
Recent Events
On November 5, 2019, the company entered into a $100 million Third Lien Credit Facility with Elliott Associates, L.P. and Elliott International, L.P. as lenders. As of December 31, 2019, the company had $40.5 million of outstanding borrowings under the Third Lien Credit Facility.
On November 5, 2019, the company completed the sale of its Roadrunner Intermodal Services (“Intermodal”) business to Universal Logistics Holdings, Inc., for $51.3 million in cash, subject to customary purchase price and working capital adjustments, and recognized a gain of $20.0 million.
On December 9, 2019, the company completed the sale of its Flatbed business unit, for $30.0 million in cash, subject to customary purchase price and working capital adjustments, and recognized a gain of $17.2 million.
On March 2, 2020, the company completed the sale of its Prime Distribution Services, Inc. (“Prime”) business to CH Robinson Worldwide, Inc. for $225 million, subject to customary purchase price and working capital adjustments.
On March 2, 2020, the company repaid in full and terminated the Term Loan Credit Agreement. The company repaid all amounts outstanding under the ABL Credit Facility and entered into a new credit agreement with BMO Harris Bank. The new ABL Credit Facility consists of a $50.0 million asset-based revolving line of credit subject to availability blocks, currently in the amount of $18.5 million. In addition, the company’s availability to borrow under the credit facility is further reduced by the amount of outstanding letters of credit, approximately $12.5 million. The company currently has approximately $90 million of available funds through cash on hand and availability through its new ABL and Third Lien facilities.
Voluntary Delisting and Deregistration with SEC
The company plans to voluntarily withdraw its common stock from listing on the NYSE and to voluntarily deregister from the reporting requirements of the Securities and Exchange Commission (the “SEC”). Accordingly, the company intends to file on or about April 6, 2020 a Form 25 with the SEC to voluntarily withdraw and delist the company’s common stock from the NYSE. The company also intends to file on or about April 17, 2020 a Form 15 with the SEC to request deregistration from SEC reporting requirements. The company plans to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 prior to deregistering.
Immediately upon the filing of the Form 15, the company's obligation to file certain periodic reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be suspended. It is expected that the voluntary delisting will take effect on or about April 17, 2020, and at that time the company's shares will no longer be traded on the NYSE. After departing the NYSE, the company expects that its common shares will be traded on over-the-counter markets and expects that consolidated financial statements will be made available publicly on an annual basis.
While continuing to qualify for listing on the NYSE, the company made the decision to voluntarily deregister its shares because it has fewer than 300 stockholders of record and believes that it is in the best interest of the company’s stakeholders to reduce legal and administrative costs associated with being listed on the NYSE and complying with on-going SEC reporting requirements. The company’s Board of Directors formed a committee comprised solely of independent directors to thoroughly explore the option of voluntarily delisting and deregistering. After review of the facts, the committee determined that the company should follow this course of action.
CEO Comments
“In the fourth quarter, we continued to face challenging market conditions which hindered our operating performance. The General Motors strike impacted October results, however volumes recovered at Ascent On-Demand in November and December. The downsizing of our dry van business proceeded as planned, and we successfully completed the divestiture of the Intermodal and Flatbed business units,” said Curt Stoelting, Chief Executive Officer of Roadrunner. “Also in the fourth quarter, the company began to reduce corporate costs which we believe will have a positive impact on our future performance. We plan to continue to reduce corporate and overhead costs throughout 2020.”
Stoelting continued, “We recently unveiled a rebranding of our air and ground expedite business as Ascent On-Demand, part of our Ascent Global Logistics brand and created an enterprise sales team to drive organic revenue growth across our streamlined portfolio. We continue to invest in enhanced technology in our Ascent segments, where our new PEAK enterprise platform is designed to maximize our go-to-market capabilities and harmonize our customer service and back office functions. We also continue to implement strategic investments in our LTL segment, including dock automation and productivity applications, optimized line-haul and pricing management tools and improved customer and partner facing visibility technologies.”
“We recently completed our previously announced sale of Prime, which along with the divestitures of the Intermodal and Flatbed business units, provided more than $300 million in cash which was primarily used to pay down debt and capital lease obligations. After the sale of Prime, we fully paid all outstanding amounts under our previous Term and ABL loans and entered into a new ABL facility. The company has available funds from cash on hand and availability through our new ABL and Third Lien facilities,” said Stoelting.
Stoelting concluded, “Now that we have significantly improved our balance sheet, we are in position to voluntarily withdraw from the NYSE and deregister from the reporting requirements of the SEC. Voluntarily delisting and deregistering is expected to not only save significant costs, but also free up management time to fully focus on executing strategies to improve operating performance, generate attractive returns on invested capital and build long-term shareholder value. Based on our strengthened balance sheet and current ownership structure, delisting and deregistering is not expected to impact our current business operations or future growth opportunities.”
About Roadrunner Transportation Systems, Inc.
Roadrunner Transportation Systems is a leading asset-right transportation and asset-light logistics service provider offering a suite of solutions under the Roadrunner® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload and over-the-road truckload services. Ascent Global Logistics offers premium mission critical air and ground logistics solutions, domestic freight management and brokerage, international freight forwarding and customs brokerage. For more information, please visit Roadrunner’s websites, www.rrts.com and www.ascentgl.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which relate to future events or performance. Forward-looking statements include, among others, statements regarding Roadrunner's plan to reduce corporate and overhead costs; the ability of Roadrunner’s enterprise sales team to drive organic revenue growth; Roadrunner’s ability to improve operating performance, generate attractive returns on invested capital and build long-term shareholder value; Roadrunner’s plans and timing to delist its common stock from the NYSE and deregister with the SEC; Roadrunner's plan for filing its Annual report on Form 10-K; the anticipated cost savings of delisting and deregistering; the future trading of Roadrunner’s shares on over-the-counter markets; the public availability of financial statements on an annual basis; and the impact of delisting and deregistering on Roadrunner’s current business operations and future growth opportunities. These statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,” “opportunity,” and similar words or phrases or the negatives of these words or phrases. These forward-looking statements are based on Roadrunner’s current assumptions, expectations and beliefs and are subject to substantial risks, estimates, assumptions, uncertainties and changes in circumstances that may cause Roadrunner’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. Such factors include, among others, risks related to the restatement of Roadrunner’s previously issued financial statements, the remediation of Roadrunner’s identified material weaknesses in its internal control over financial reporting, the litigation resulting from the restatement of Roadrunner’s previously issued financial statements and the other risk factors contained in Roadrunner’s SEC filings, including Roadrunner’s Annual Report on Form 10-K for the year ended December 31, 2019. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, Roadrunner assumes no obligation and does not intend to update any forward-looking statement to reflect events or circumstances after the date hereof.
Non-GAAP Financial Measures
EBITDA represents earnings before interest, taxes, depreciation and amortization. Roadrunner calculates Adjusted EBITDA as EBITDA excluding impairment and other non-cash gains and losses, other long-term incentive compensation expenses, gain on sale of businesses, loss on debt restructuring, settlements of contingent purchase obligations, operations restructuring costs, and corporate restructuring and restatement costs associated with legal, consulting and accounting matters, including internal and external investigations. Roadrunner uses Adjusted EBITDA as a supplemental measure in evaluating its operating performance and when determining executive incentive compensation. Roadrunner believes Adjusted EBITDA is useful to investors in evaluating its performance compared to other companies in its industry because it assists in analyzing and benchmarking the performance and value of a business. The calculation of Adjusted EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. Although Roadrunner’s management uses Adjusted EBITDA as a financial measure to assess the performance of its business compared to that of others in Roadrunner’s industry, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of Roadrunner’s results as reported under GAAP. Some of these limitations are:
- Adjusted EBITDA does not reflect Roadrunner’s cash expenditures, future requirements for capital expenditures or contractual commitments;
- Adjusted EBITDA does not reflect changes in, or cash requirements for, Roadrunner’s working capital needs;
- Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on Roadrunner’s debt or dividend payments on Roadrunner’s preferred stock;
- Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
- Other companies in Roadrunner’s industry may calculate Adjusted EBITDA differently than Roadrunner does, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to Roadrunner to invest in the growth of the company’s business. Roadrunner compensates for these limitations by relying primarily on Roadrunner’s results of operations under GAAP.
ROADRUNNER TRANSPORTATION SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) |
|||||||
|
December 31, |
||||||
(In thousands, except par value) |
2019 |
|
2018 |
||||
ASSETS |
|||||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
4,777 |
|
|
$ |
11,179 |
|
Accounts receivable, net of allowances of $8,279 and $9,980, respectively |
216,389 |
|
|
274,843 |
|
||
Income tax receivable |
2,861 |
|
|
3,910 |
|
||
Prepaid expenses and other current assets |
40,474 |
|
|
61,106 |
|
||
Total current assets |
264,501 |
|
|
351,038 |
|
||
Property and equipment, net of accumulated depreciation of $142,854 and $130,077, respectively |
160,634 |
|
|
188,706 |
|
||
Other assets: |
|
|
|
||||
Operating lease right-of-use asset |
116,926 |
|
|
— |
|
||
Goodwill |
97,265 |
|
|
264,826 |
|
||
Intangible assets, net |
25,983 |
|
|
42,526 |
|
||
Other noncurrent assets |
5,088 |
|
|
6,361 |
|
||
Total other assets |
245,262 |
|
|
313,713 |
|
||
Total assets |
$ |
670,397 |
|
|
$ |
853,457 |
|
LIABILITIES AND STOCKHOLDERS’ INVESTMENT (DEFICIT) |
|||||||
Current liabilities: |
|
|
|
||||
Current maturities of debt |
$ |
2,291 |
|
|
$ |
13,171 |
|
Current maturities of indebtedness to related party |
9,234 |
|
|
— |
|
||
Current finance lease liability |
15,600 |
|
|
13,229 |
|
||
Current operating lease liability |
38,566 |
|
|
— |
|
||
Accounts payable |
129,724 |
|
|
160,242 |
|
||
Accrued expenses and other current liabilities |
78,721 |
|
|
110,943 |
|
||
Total current liabilities |
274,136 |
|
|
297,585 |
|
||
Deferred tax liabilities |
940 |
|
|
3,953 |
|
||
Other long-term liabilities |
1,513 |
|
|
7,857 |
|
||
Long-term debt, net of current maturities |
131,540 |
|
|
155,596 |
|
||
Long-term indebtedness to related party |
61,695 |
|
|
— |
|
||
Long-term finance lease liability |
51,338 |
|
|
37,737 |
|
||
Long-term operating lease liability |
93,403 |
|
|
— |
|
||
Preferred stock |
— |
|
|
402,884 |
|
||
Total liabilities |
614,565 |
|
|
905,612 |
|
||
Commitments and contingencies |
|
|
|
||||
Stockholders' investment (deficit) : |
|
|
|
||||
Common stock $.01 par value; 44,000 and 4,200 shares authorized respectively; 37,870 and 1,556 shares issued and outstanding, respectively |
379 |
|
|
16 |
|
||
Additional paid-in capital |
853,804 |
|
|
405,243 |
|
||
Retained deficit |
(798,351 |
) |
|
(457,414 |
) |
||
Total stockholders’ investment (deficit) |
55,832 |
|
|
(52,155 |
) |
||
Total liabilities and stockholders' investment (deficit) |
$ |
670,397 |
|
|
$ |
853,457 |
|
ROADRUNNER TRANSPORTATION SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
|||||||||||
|
Year Ended December 31, |
||||||||||
(In thousands, except per share amounts) |
2019 |
|
2018 |
|
2017 |
||||||
|
|
|
|
|
|
||||||
Revenues |
$ |
1,847,862 |
|
|
$ |
2,216,141 |
|
|
$ |
2,091,291 |
|
Operating expenses: |
|
|
|
|
|
||||||
Purchased transportation costs |
1,246,565 |
|
|
1,518,415 |
|
|
1,430,378 |
|
|||
Personnel and related benefits |
313,541 |
|
|
309,753 |
|
|
296,925 |
|
|||
Other operating expenses |
370,213 |
|
|
397,468 |
|
|
393,731 |
|
|||
Depreciation and amortization |
59,004 |
|
|
42,767 |
|
|
37,747 |
|
|||
Gain from sale of businesses |
(37,221 |
) |
|
— |
|
|
(35,440 |
) |
|||
Impairment charges |
197,096 |
|
|
1,582 |
|
|
4,402 |
|
|||
Operations restructuring costs |
20,579 |
|
|
4,655 |
|
|
— |
|
|||
Total operating expenses |
2,169,777 |
|
|
2,274,640 |
|
|
2,127,743 |
|
|||
Operating loss |
(321,915 |
) |
|
(58,499 |
) |
|
(36,452 |
) |
|||
Interest expense |
|
|
|
|
|
||||||
Interest expense - preferred stock |
— |
|
|
105,688 |
|
|
49,704 |
|
|||
Interest expense - debt |
20,412 |
|
|
11,224 |
|
|
14,345 |
|
|||
Total interest expense |
20,412 |
|
|
116,912 |
|
|
64,049 |
|
|||
Loss from debt restructuring |
2,270 |
|
|
— |
|
|
15,876 |
|
|||
Loss before income taxes |
(344,597 |
) |
|
(175,411 |
) |
|
(116,377 |
) |
|||
Benefit from income taxes |
(3,660 |
) |
|
(9,814 |
) |
|
(25,191 |
) |
|||
Net loss |
$ |
(340,937 |
) |
|
$ |
(165,597 |
) |
|
$ |
(91,186 |
) |
Loss per share: |
|
|
|
|
|
||||||
Basic |
$ |
(10.62 |
) |
|
$ |
(107.39 |
) |
|
$ |
(59.37 |
) |
Diluted |
$ |
(10.62 |
) |
|
$ |
(107.39 |
) |
|
$ |
(59.37 |
) |
Weighted average common stock outstanding: |
|
|
|
|
|
||||||
Basic |
32,098 |
|
|
1,542 |
|
|
1,536 |
|
|||
Diluted |
32,098 |
|
|
1,542 |
|
|
1,536 |
|
|||
ROADRUNNER TRANSPORTATION SYSTEMS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT (DEFICIT) (Unaudited) |
||||||||||||||||||
|
Common Stock |
|
|
|
|
|
|
|||||||||||
(In thousands, except shares) |
Shares |
|
Amount |
|
Additional
|
|
Retained
|
|
Total
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
BALANCE, December 31, 2016 |
1,533,625 |
|
|
$ |
15 |
|
|
$ |
398,970 |
|
|
$ |
(201,517 |
) |
|
$ |
197,468 |
|
Issuance of restricted stock units, net of taxes paid |
3,300 |
|
|
— |
|
|
(239 |
) |
|
— |
|
|
(239 |
) |
||||
Share-based compensation |
— |
|
|
— |
|
|
2,233 |
|
|
— |
|
|
2,233 |
|
||||
Issuance of warrants |
— |
|
|
— |
|
|
2,571 |
|
|
— |
|
|
2,571 |
|
||||
Net loss |
— |
|
|
— |
|
|
— |
|
|
(91,186 |
) |
|
(91,186 |
) |
||||
BALANCE, December 31, 2017 |
1,536,925 |
|
|
$ |
15 |
|
|
$ |
403,535 |
|
|
$ |
(292,703 |
) |
|
$ |
110,847 |
|
Issuance of restricted stock units, net of taxes paid |
3,760 |
|
|
— |
|
|
(81 |
) |
|
— |
|
|
(81 |
) |
||||
Share-based compensation |
— |
|
|
— |
|
|
1,786 |
|
|
— |
|
|
1,786 |
|
||||
Exercise of warrants |
15,183 |
|
|
1 |
|
|
3 |
|
|
— |
|
|
4 |
|
||||
Cumulative effect of change in accounting principle |
— |
|
|
— |
|
|
— |
|
|
886 |
|
|
886 |
|
||||
Net loss |
— |
|
|
— |
|
|
— |
|
|
(165,597 |
) |
|
(165,597 |
) |
||||
BALANCE, December 31, 2018 |
1,555,868 |
|
|
$ |
16 |
|
|
$ |
405,243 |
|
|
$ |
(457,414 |
) |
|
$ |
(52,155 |
) |
Issuance of restricted stock units, net of taxes paid |
314,280 |
|
|
3 |
|
|
(1,770 |
) |
|
— |
|
|
(1,767 |
) |
||||
Issuance of common stock |
36,000,000 |
|
|
360 |
|
|
449,640 |
|
|
— |
|
|
450,000 |
|
||||
Common stock issuance costs |
— |
|
|
— |
|
|
(11,985 |
) |
|
— |
|
|
(11,985 |
) |
||||
Share-based compensation |
— |
|
|
— |
|
|
12,676 |
|
|
— |
|
|
12,676 |
|
||||
Net loss |
— |
|
|
— |
|
|
— |
|
|
(340,937 |
) |
|
(340,937 |
) |
||||
BALANCE, December 31, 2019 |
37,870,148 |
|
|
$ |
379 |
|
|
$ |
853,804 |
|
|
$ |
(798,351 |
) |
|
$ |
55,832 |
|
ROADRUNNER TRANSPORTATION SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
|||||||||||
(In thousands) |
Year Ended December 31, |
||||||||||
|
2019 |
|
2018 |
|
2017 |
||||||
Cash flows from operating activities: |
|
|
|
|
|
||||||
Net loss |
$ |
(340,937 |
) |
|
$ |
(165,597 |
) |
|
$ |
(91,186 |
) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
|
|
|
|
|
||||||
Depreciation and amortization |
59,754 |
|
|
43,547 |
|
|
38,880 |
|
|||
Loss on disposal of property and equipment |
1,115 |
|
|
3,212 |
|
|
1,637 |
|
|||
Gain on sale of businesses |
(37,221 |
) |
|
— |
|
|
(35,440 |
) |
|||
Share-based compensation |
12,676 |
|
|
1,786 |
|
|
2,233 |
|
|||
Change in fair value of preferred stock |
— |
|
|
104,568 |
|
|
18,387 |
|
|||
Amortization of preferred stock issuance costs |
— |
|
|
1,120 |
|
|
16,112 |
|
|||
Loss from debt restructuring |
2,270 |
|
|
— |
|
|
15,876 |
|
|||
Adjustments to contingent purchase obligations |
— |
|
|
1,840 |
|
|
— |
|
|||
Provision for bad debts |
4,093 |
|
|
3,479 |
|
|
5,964 |
|
|||
Deferred tax benefit |
(3,014 |
) |
|
(10,624 |
) |
|
(27,066 |
) |
|||
Impairment charges |
207,709 |
|
|
1,582 |
|
|
4,402 |
|
|||
Changes in: |
|
|
|
|
|
||||||
Accounts receivable |
35,629 |
|
|
43,902 |
|
|
(70,171 |
) |
|||
Income tax receivable |
1,049 |
|
|
9,935 |
|
|
26,017 |
|
|||
Prepaid expenses and other assets |
56,586 |
|
|
(26,052 |
) |
|
(753 |
) |
|||
Accounts payable |
(28,703 |
) |
|
(12,291 |
) |
|
28,960 |
|
|||
Accrued expenses and other liabilities |
(68,081 |
) |
|
5,187 |
|
|
20,596 |
|
|||
Net cash (used in) provided by operating activities |
(97,075 |
) |
|
5,594 |
|
|
(45,552 |
) |
|||
Cash flows from investing activities: |
|
|
|
|
|
||||||
Capital expenditures |
(27,745 |
) |
|
(25,495 |
) |
|
(14,517 |
) |
|||
Proceeds from sale of property and equipment |
3,859 |
|
|
2,780 |
|
|
3,636 |
|
|||
Proceeds from sale of businesses |
84,791 |
|
|
— |
|
|
88,512 |
|
|||
Net cash provided by (used in) investing activities |
60,905 |
|
|
(22,715 |
) |
|
77,631 |
|
|||
Cash flows from financing activities: |
|
|
|
|
|
||||||
Borrowings under revolving credit facilities |
633,441 |
|
|
695,751 |
|
|
264,405 |
|
|||
Payments under revolving credit facilities |
(597,660 |
) |
|
(708,256 |
) |
|
(290,068 |
) |
|||
Term borrowings |
52,592 |
|
|
557 |
|
|
56,927 |
|
|||
Term payments |
(52,395 |
) |
|
(19,082 |
) |
|
(278,819 |
) |
|||
Debt issuance costs |
(2,250 |
) |
|
(373 |
) |
|
(4,672 |
) |
|||
Cash collateralization of letters of credit |
— |
|
|
— |
|
|
(175 |
) |
|||
Payment of debt extinguishment costs |
(693 |
) |
|
— |
|
|
(10,960 |
) |
|||
Preferred stock issuance costs |
— |
|
|
(1,120 |
) |
|
(16,112 |
) |
|||
Proceeds from issuance of preferred stocks and warrants |
— |
|
|
34,999 |
|
|
540,500 |
|
|||
Preferred stock payments |
(402,884 |
) |
|
— |
|
|
(293,000 |
) |
|||
Proceeds from issuance of common stock |
450,000 |
|
|
— |
|
|
— |
|
|||
Common stock issuance costs |
(10,514 |
) |
|
— |
|
|
— |
|
|||
Proceeds from exercise of stock warrants |
— |
|
|
4 |
|
|
— |
|
|||
Issuance of restricted stock units, net of taxes paid |
(1,767 |
) |
|
(81 |
) |
|
(239 |
) |
|||
Proceeds from insurance premium financing |
20,735 |
|
|
17,782 |
|
|
— |
|
|||
Payments on insurance premium financing |
(19,072 |
) |
|
(12,133 |
) |
|
— |
|
|||
Payments of finance lease obligation |
(39,765 |
) |
|
(5,450 |
) |
|
(3,677 |
) |
|||
Net cash provided by (used in) financing activities |
29,768 |
|
|
2,598 |
|
|
(35,890 |
) |
|||
Net decrease in cash and cash equivalents |
(6,402 |
) |
|
(14,523 |
) |
|
(3,811 |
) |
|||
Cash and cash equivalents: |
|
|
|
|
|
||||||
Beginning of period |
11,179 |
|
|
25,702 |
|
|
29,513 |
|
|||
End of period |
$ |
4,777 |
|
|
$ |
11,179 |
|
|
$ |
25,702 |
|
ROADRUNNER TRANSPORTATION SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) |
|||||||||||
(In thousands) |
Year Ended December 31, |
||||||||||
|
2019 |
|
2018 |
|
2017 |
||||||
Supplemental cash flow information: |
|
|
|
|
|
||||||
Cash paid for interest |
$ |
18,252 |
|
|
$ |
10,408 |
|
|
$ |
28,129 |
|
Cash refunds from income taxes, net |
$ |
(1,028 |
) |
|
$ |
(9,597 |
) |
|
$ |
(25,254 |
) |
Non-cash finance leases and other obligations to acquire assets |
$ |
55,937 |
|
|
$ |
46,973 |
|
|
$ |
7,193 |
|
Capital expenditures, not yet paid |
$ |
2,294 |
|
|
$ |
628 |
|
|
$ |
— |
|
