Roadrunner Transportation Systems to Evaluate Financing Alternatives

Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”)
(NYSE: RRTS), a leading asset-right transportation and asset-light
logistics services provider, confirmed today that the company is now
current with SEC filing requirements after filing on June 29, 2018, its
Form 10-Q for the quarter ended March 31, 2018. The company expects to
file its second quarter Form 10-Q and future filings on a timely basis.

The company reported positive comparable trends in its Truckload &
Express Services and Ascent Global Logistics segments in the first
quarter of 2018 versus the first quarter of 2017. The company expects
continued positive trends in these segments in 2018. Roadrunner also
expects sequential quarterly improvement in LTL operating results in the
2018 second quarter and anticipates improvements in operating trends in
the second half of 2018 compared to the first half.

Roadrunner also announced today that a special committee of its board of
directors, consisting solely of independent directors, has been
appointed to review and evaluate the company’s financing alternatives.
In connection with this evaluation, the company has engaged Barclays
Capital to provide financial advice regarding the company’s capital
structure and to provide financial advisory services in connection with
the strategic development of the company’s business plans. Capital
raising alternatives could include a rights offering or other forms of
new equity or debt capital. Roadrunner may enter into discussions with
its various stakeholders as part of this evaluation.

“Now that we are current with our SEC filings and have positive momentum
in operating results, we are moving forward with our plans to focus on
improving our capital structure. When we accepted the preferred equity
investment in May 2017, the lack of financial covenants afforded us the
flexibility to navigate through a very challenging period and to set the
operational momentum on a positive path,” said Curt Stoelting, Chief
Executive Officer of Roadrunner.

Stoelting continued, “Based on our longer-term business plans and focus
on driving sustainable returns on invested capital, the company expects
to achieve revenue of over $2.2 billion and Adjusted EBITDA of over $100
million by the end of 2020. This represents a 2020 target for Adjusted
EBITDA margin similar to the company’s restated 2015 revenue and
Adjusted EBITDA of $2.0 billion and $93.6 million, respectively. We
believe that the structural changes currently being implemented will
make future profitability more resilient and better position the company
for growth. We plan to work with Barclays to identify the optimal
capital structure given our long-term business plans.”

About Roadrunner Transportation Systems, Inc.

Roadrunner Transportation Systems is a leading asset-right
transportation and asset-light logistics service provider offering a
full suite of solutions under the Roadrunner®, Active On-Demand® and
Ascent Global Logistics® brands. The Roadrunner brand offers
less-than-truckload, temperature controlled and intermodal services.
Active On-Demand offers premium mission critical air and ground
transportation solutions. Ascent Global Logistics offers domestic
freight management, retail consolidation, 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 the expectation to file
future SEC filings on a timely basis, the positive operating trends
emerging in the second quarter of 2018; the positive outlook for the
remainder of 2018; the ability to improve the company’s capital
structure; the projected revenue and Adjusted EBITDA for the end of
2020; and the ability to complete structural changes currently being
implemented and the effect of those changes. 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, the risk that the company’s current financial condition could
adversely impact its relationships with customers and independent
contractors, as well as 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, 2017. 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, losses from debt extinguishments,
restructuring and restatements costs associated with legal matters
(including the company’s internal investigation, SEC compliance and debt
restructuring costs), and adjustments to contingent purchase
obligations. 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.

For a reconciliation of 2015 Adjusted EBITDA to net income, see the
company’s Form 10-K/A for the year ended December 31, 2015, filed with
the Securities and Exchange Commission on January 30, 2018.

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