Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - Roadrunner Transportation Systems, Inc. | rrts-20180404x8xkunitransa.htm |
Exhibit 99.1
On September 15, 2017, Roadrunner Transportation Systems, Inc. (the “Company” or "RRTS") completed the sale of its wholly-owned subsidiary Unitrans, Inc. (the “Disposition”). The following unaudited pro forma condensed consolidated financial information is presented to illustrate the effect of the Disposition on the Company's historical financial position and operating results. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2017 is based upon the historical financial statements of the Company as of June 30, 2017 after giving effect to the Disposition as if it had occurred on June 30, 2017. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2017 and the fiscal year ended December 31, 2016 are based on the historical financial statements of the Company for such periods after giving effect to the Disposition as if it had occurred on January 1, 2017 and 2016, respectively. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s historical consolidated financial statements and related footnotes contained in the Company’s 2016 Annual Report on Form 10-K, filed on January 26, 2018, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on March 30, 2018.
The unaudited pro forma condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
The accompanying unaudited pro forma condensed consolidated financial information is also prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission.
The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not represent what actual results of operations or the financial position of the Company would have been had the Disposition occurred on the respective dates assumed, nor is it indicative of the Company’s future operating results or financial position. The pro forma adjustments reflected in the accompanying unaudited pro forma condensed consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2017
(In thousands) | Historical RRTS | Pro Forma Adjustments | Pro Forma | ||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 29,666 | $ | 29,439 | (a) | $ | 59,105 | ||||
Accounts receivable, net | 283,594 | (15,502 | ) | (b) | 268,092 | ||||||
Income tax receivable | 37,215 | — | 37,215 | ||||||||
Prepaid expenses and other current assets | 49,630 | (247 | ) | (b) | 49,383 | ||||||
Total current assets | 400,105 | 13,690 | 413,795 | ||||||||
Property and equipment, net | 162,313 | (259 | ) | (b) | 162,054 | ||||||
Other assets: | — | ||||||||||
Goodwill | 312,541 | (42,843 | ) | (b) | 269,698 | ||||||
Intangible assets, net | 61,398 | (8,544 | ) | (b) | 52,854 | ||||||
Other noncurrent assets | 8,070 | — | 8,070 | ||||||||
Total other assets | 382,009 | (51,387 | ) | 330,622 | |||||||
Total assets | $ | 944,427 | $ | (37,956 | ) | $ | 906,471 | ||||
Current liabilities: | |||||||||||
Accounts payable | $ | 128,184 | $ | (6,122 | ) | (b) | $ | 122,062 | |||
Accrued expenses and other current liabilities | 89,061 | (5,085 | ) | (b) | 83,976 | ||||||
Total current liabilities | 217,245 | (11,207 | ) | 206,038 | |||||||
Deferred tax liabilities | 30,270 | (3,116 | ) | (b) | 27,154 | ||||||
Other long-term liabilities | 6,768 | — | 6,768 | ||||||||
Preferred stock | 546,858 | (59,073 | ) | (a) | 487,785 | ||||||
Total liabilities | 801,141 | (73,396 | ) | 727,745 | |||||||
Stockholders’ investment: | |||||||||||
Common stock | 384 | — | 384 | ||||||||
Additional paid-in capital | 402,225 | — | 402,225 | ||||||||
Retained deficit | (259,323 | ) | 35,440 | (c) | (223,883 | ) | |||||
Total stockholders’ investment | 143,286 | 35,440 | 178,726 | ||||||||
Total liabilities and stockholders’ investment | $ | 944,427 | $ | (37,956 | ) | $ | 906,471 | ||||
See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2017
(In thousands) | Historical RRTS | Pro Forma Adjustments | Pro Forma | ||||||||
Revenues | $ | 1,009,499 | $ | (48,168 | ) | (d) | $ | 961,331 | |||
Operating expenses: | |||||||||||
Purchased transportation costs | 674,717 | (34,794 | ) | (d) | 639,923 | ||||||
Personnel and related benefits | 150,082 | (6,853 | ) | (d) | 143,229 | ||||||
Other operating expenses | 191,588 | (1,479 | ) | (d) | 190,109 | ||||||
Depreciation and amortization | 18,515 | (588 | ) | (d) | 17,927 | ||||||
Total operating expenses | 1,034,902 | (43,714 | ) | 991,188 | |||||||
Operating loss | (25,403 | ) | (4,454 | ) | (29,857 | ) | |||||
Interest expense: | |||||||||||
Interest expense - preferred stock | 25,040 | (1,319 | ) | (f) | 23,721 | ||||||
Interest expense - debt | 9,840 | (1,287 | ) | (f) | 8,553 | ||||||
Total interest expense | 34,880 | (2,606 | ) | 32,274 | |||||||
Loss from debt extinguishment | 9,827 | — | 9,827 | ||||||||
Loss before benefit from income taxes | (70,110 | ) | (1,848 | ) | (71,958 | ) | |||||
Benefit from income taxes | (12,304 | ) | (715 | ) | (e) | (13,019 | ) | ||||
Net loss | $ | (57,806 | ) | $ | (1,133 | ) | $ | (58,939 | ) | ||
See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2016
(In thousands) | Historical RRTS | Pro Forma Adjustments | Pro Forma | ||||||||
Revenues | $ | 2,033,200 | $ | (87,168 | ) | (d) | $ | 1,946,032 | |||
Operating expenses: | — | ||||||||||
Purchased transportation costs | 1,364,055 | (62,625 | ) | (d) | 1,301,430 | ||||||
Personnel and related benefits | 286,134 | (12,514 | ) | (d) | 273,620 | ||||||
Other operating expenses | 374,979 | (2,748 | ) | (d) | 372,231 | ||||||
Depreciation and amortization | 38,145 | (1,150 | ) | (d) | 36,995 | ||||||
Impairment charges | 373,661 | — | 373,661 | ||||||||
Total operating expenses | 2,436,974 | (79,037 | ) | 2,357,937 | |||||||
Operating loss | (403,774 | ) | (8,131 | ) | (411,905 | ) | |||||
Interest expense | 22,827 | (2,540 | ) | (g) | 20,287 | ||||||
Loss before benefit from income taxes | (426,601 | ) | (5,591 | ) | (432,192 | ) | |||||
Benefit from income taxes | (66,281 | ) | (2,164 | ) | (e) | (68,445 | ) | ||||
Net loss | $ | (360,320 | ) | $ | (3,427 | ) | $ | (363,747 | ) | ||
See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLDIATED FINANCIAL INFORMATION
(a) This adjustment reflects the estimated receipt of net proceeds from the sale of $88.5 million, of which a portion was used by the Company to reduce its preferred stock outstanding.
(b) This adjustment eliminates the assets and liabilities attributable to the business sold.
(c) This adjustment reflects the gain on the sale of the business. This gain has not been reflected in the pro forma condensed consolidated statement of operations as it is considered to be nonrecurring in nature.
(d) This adjustment eliminates the revenues and operating expenses of the business sold.
(e) This adjustment eliminates the estimated income tax effect of the pro forma adjustments calculated using the statutory rates in effect for the periods presented.
(f) This adjustment reduces interest expense as a portion of the proceeds from the sale of the business reduced the amount of preferred stock outstanding and/or debt outstanding.
(g) This adjustment reduces interest expense as a portion of the proceeds from the sale of the business reduced the amount of debt outstanding.