### In the



# United States Court of Appeals

For the Seventh Circuit

____________________

No. 21

‐ 3370

U NITED S TATES OF A MERICA

, Plaintiff

‐ Appellee

,

v.

P ETER A RMBRUSTER

, Defendant

‐ Appellant

.

____________________

Appeal from the United States District Court for the

Eastern District of Wisconsin.

No. 2:18

‐ cr

‐ 00130

— Matthew F. Kennelly

, Judge

.

____________________

A RGUED A UGUST 3, 2022

— D ECIDED S EPTEMBER 7, 2022

____________________

Before S YKES

, Chief Judge

, and S CUDDER and S T

. E VE

, Circuit

Judges

.

S CUDDER

, Circuit Judge

. Peter Armbruster, former Chief Fi

‐

nancial O ffi cer of Roadrunner Transportation Systems, Inc., a

public company, went to trial on criminal charges of securities

fraud, falsifying accounting records, and related counts. The

jury returned a mixed verdict, acqui tt ing him on 11 counts but

convicting on the remaining four. Armbrust er now challenges

those convictions, contending that insu ffi cient evidence2 No. 21

‐ 3370

supports the adverse verdicts. While the case against Arm

‐

bruster may not have been open

‐ and

‐ shut, a rational jury

could have concluded that the government presented enough

evidence to support guilty verdicts on the challenged counts.

Because the law requires no more, we a ffi rm.

I

A

Armbr uster, a Certi fi ed Public Accountant with prior ex

‐ perience working at a Big Four accounting fi rm, began serv

‐ ing as the controller for Dawes Transportation in 1990. When

Dawes merged with Roadrunner in 2005, Armbruster stayed

on as Roadrunner’s Chief Financial O ffi cer. In the years that

followed, Roadrunner grew rapidly, acq uiring nearly 30

transportation companies and going public in 2010. Arm

‐

bruster’s responsibilities as CFO included the preparation,

certi fi cation, and fi ling of Roadrunner’s consolidated fi nancial

statements with the Securities and Exchange Commission.

The company’s fi nancial statements—consolidated as they

were—e ff ectively incorporated the fi nancial a ff airs of certain

of Roadrunner ’s subsidiaries, including Morgan Southern, a

Georgia

‐ based transportation company.

Consolidating Morgan Southern’s fi nancial statements

proved challenging. At the time of its acquisition by Roadrun

‐

ner, Morgan Southern’s own accounting practices were lag

‐ ging, with the company not regularly reconciling account bal

‐

ances and lacking adequate sta ffi ng.

In 2014, Roadrunner ’s then

‐ controller, Brock Even, recog

‐

nized these shortcomings and spearheaded an e ff ort to exam

‐

ine the accuracy and integrity of Morgan Southern’s fi nancial

accounting and reporting practices. Even enlisted help fromNo. 21

‐ 3370 3

two of Roadrunner’s then

‐ departmental controllers, Bret

Naggs and Mark Wogsland, who traveled to Morgan South

‐

ern’s home o ffi ce in Georgia to examine the company’s books

and records.

In November 2014 Stephen Voorhees became Morgan

Southern’s controller. Balance sheet review was a key priority

for him in th at position. But when Voorhees left Roadrunner

in April 2016, many de fi ciencies in Morgan Southern’s ac

‐ counting remained unresolved. On his way out, Voorhees

conveyed his key concerns and fi ndings to a group of Road

‐

runner accountants, with Armbruster too receiving the infor

‐

mation.

This is where the particulars start to ma tt er. Voorhe es

found that Morgan Southern had in fl ated its balance sheet by

at least $2 million and perhaps as much as $4–5 million. The

overstatement was in part the product of the company carry

‐ ing a receivable from IKEA Maersk above its net realizable

value—above the amo unt Morgan Southern could reasonably

expect to collect. And so too did Voorhees fi nd that Morgan

Southern continued to report (as an asset on its balance sheet)

prepaid taxes when, in fact, the underlying taxes were due

and owing. These circumstances required the two account

balances to be reduced, which, in turn, would hav e resulted

in an expense against Morgan Southern’s income. It was these

two accounting items that would become a major problem for

Armbruster.

After Voorhees’s departure in April 2016, Morgan South

‐

ern hired Christopher Lacey as its new controller. Lacey

promptly noticed the company’s accounting problems, in

‐ cluding the ov erstatement of the IKEA Maersk receivable and

prepaid taxes account, and relayed his concerns up to4 No. 21

‐ 3370

Roadrunner’s vice president of fi nance Heather Hipke and

new Chief Operating O ffi cer Mike Ge tt le. Hipke and Ge tt le

reacted with similar trepidation and raised their own con

‐

cerns with Armbruster in the third quarter of 2016.

On November 14, 2016, Roadrunner fi led its 2016 thir d

quarter Form 10

‐ Q with the SEC. The fi ling included the com

‐ pany’s consolidated fi nancial statements, which re fl ected no

adjustments of the carrying values of the two Morgan South

‐

ern balance sheet items and, it would turn out, other misstate

‐

ments. In short, Roadrunner’s fi nancials did not comply with

generally accepted accounting pri nciples, often shorthanded

GAAP.

Shortly after that third

‐ quarter fi ling, Curt Stoelting (who,

by this point, was Roadrunner’s Chief Executive O ffi cer)

learned through Ge tt le of the misstatements in Roadrunner’s

fi nancial statements. Stoelting too reacted with alarm and

promptly informed Roadrunner’s Board of Directors. From

there the dominoes started to fall: Roadrunner informed its

independe nt auditor, Deloi tt e & Touche LLP, of the material

misstatements in the third

‐ quarter fi nancial statements. And

on January 30, 2017, Roadrunner fi led a Form 8

‐ K informing

investors that they could no longer rely on any of the com

‐ pany’s fi na ncial fi lings from 2014 or 2015 or its quarterly re

‐

ports for the fi rst three quarters of 2016. Roadrunner’s share

price dropped signi fi cantly over the next few days. In January

2018 the company fi led restated fi nancial statements, report

‐ ing a decrease of approximately $66.5 million in net in come

over the misstated periods. Roadrunner’s share price plum

‐

meted again and in time criminal charges followed.No. 21

‐ 3370 5

B

Most relevant here are the criminal charges ultimately

brought against Armbruster and two former departmental

controllers, Bret Naggs and Mark Wogsland, alleging various

forms of securities and accounting fraud. An 11

‐ day jury trial

ensued in federal court in Milwaukee in July 2021, with the

government presenting witness testimon y from past and pre

‐

sent Roadrunner associates and providing the jury with a

range of documentary evidence, including emails to and from

each defendant and related fi nancial analyses from the rele

‐

vant periods. In the end, the jury returned a mixed verdict,

acqui tt ing Naggs and Wogsland on all counts but convicting

Armbr uster on four of the 11 charges brought against him.

Armbruster’s convictions came on two counts of know

‐ ingly falsifying Roadrunner‘s accounting records by materi

‐ ally misstating the carrying values of the Morgan Southern

IKEA Maersk receivable and prepaid taxes account,

15 U.S.C. §§ 78m(b)(2), (5), id. § 78 ff (a), 18 U. S.C. § 2 (Counts

Six and Seven); one count of fraudulently in fl uencing Deloi tt e

& Touche LLP, Roadrunner’s external auditor, by submi tt ing

a false and misleading management representation le tt er re

‐ lating to the third quarter of 2016, 15 U.S.C. § 78 ff (a),

18 U.S.C. § 2 (Count Fiv e); and one count of fi ling fraudulent

fi nancial statements with the SEC relating to that same quar

‐

ter, 18 U.S.C. §§ 1348, 2 (Count Thirteen).

Armbruster reacted to the jury’s decision by invoking Fed

‐

eral Rule of Criminal Procedure 29(c), arguing that the trial

evidence wa s insu ffi cient, and asking the district court to en

‐

ter a judgment as a ma tt er of law in his favor on all counts of

conviction and to set aside the adverse verdicts. He contended

that the government did no more than prove corporate6 No. 21

‐ 3370

accounting mistakes, not deliberate fraud on his part. The dis

‐

trict court denied the motion, reasoning that the government

had presented enough evidence for the jury to reach contrary

conclusions.

II

Armbruster’s appeal is limited. He challenges only the dis

‐

trict court’s denial of his post

‐ verdict motion under Rule 29(c)

contesting the su ffi ciency of the gov ernment’s evidence on

each count of conviction. But he faces “a nearly insurmounta

‐

ble hurdle” succeeding with this challenge, for “we defer

heavily to the jury’s fi ndings and review evidence in the light

most favorable to the government” and will “rev erse only

where no rational trier of fact could have found the defendant

guilty.” United States v. Johnson

, 874 F.3d 990, 998 (7th Cir.

2017) (cleaned up).

A. Falsifying Books and Records

Counts Six and Seven of the operative indictment charged

Armbruster with making false entries in the books, records,

and accounts of a pu blic company—Roadrunner. The district

court instructed the jury that to sustain a conviction on these

two counts, the government had to prove the following four

elements beyond a reasonable doubt: that (1) Roadrunner was

required to fi le reports with the SEC and to keep accurate

books and records, including as to the fi nanc ial a ff airs of Mor

‐

gan Southern, a consolidated subsidiary; (2) Armbruster fal

‐

si fi ed or directed someone to falsify the account balances in

question, namely the IKEA Maersk receivable (Count Six) and

the prepaid taxes account (Count Seven); (3) those accounts

were required to accurately and fairly re fl ect Roadrunner ’s fi

‐

nancial state; and (4) Armbruster acted knowingly andNo. 21

‐ 3370 7

willfully in falsifying the two accounts in question. See

15 U.S.C. §§ 78m(b)(2), (5), id. § 78 ff (a), 18 U.S.C. § 2.

The government’s evidence came on many fronts. First,

the jury heard from several witnesses, ranging from analysts

who reported to Armbruster to executives who were his

peers, regarding his aw areness of the Morgan Southern bal

‐

ance sheet problems. These witnesses explained that, as early

as 2014, Armbruster had the information he needed to know

that the accounts in question were materially overstated and

needed to be wri tt en down, by establishing a reserve or re

‐ cording a write o ff —either wa y resulting in Morgan Southern

(and, by extension, Roadrunner) taking a charge against in

‐

come. They also expressed the view that Armbruster, as

Roadrunner’s CFO, shouldered ultimate responsibility for the

decision to continue to carry both accounts at the overstated

amounts.

One such witness was Stephen Voorhees, Morgan South

‐

ern’s for mer controller who oversaw the a tt empts to help

shore up its accounting practices during the relevant periods.

Voorhees told the jury that he informed Armbruster of the re

‐

sults of his assessment of Morgan Southern’s accounting prac

‐

tices, including its overstatement of the collectability of the

IKEA Maersk receiv able and in fl ation of the prepaid taxes ac

‐

count. He added that Armbruster participated in calls, email

exchanges, and meetings where Morgan Southern’s account

‐ ing was discussed. Even more, Voorhees walked the jury

through Roadrunner’s plan to write o ff the uncollectable and

overstated account balances over time, describing email

threads with Armbru ster that discussed the need to record

material adjustments to both accounts.8 No. 21

‐ 3370

The jury also heard the testimony of Heather Hipke, Road

‐

runner’s vice president of fi nance who worked alongside

Armbruster. Hipke explained that she provided Armbruster

with the results of Christopher Lacey’s e ff orts to reconcile

particular Morgan Southern accounts, including the IKEA

Maersk receivable and prepaid taxes account. She told the

jury that around the ti me the fi ndings of Morgan Southern’s

accounting troubles came to light, Roadrunner was under

meaningful pressure from its bank and debt servicer to

demonstrate fi nancial soundness. Much like Voorhees, Hipke

stated that fi nal responsibility for Roadrunner’s accounting

and fi nancial reporting rested wi th Armbruster as the com

‐ pany’s CFO.

Perhaps even more damaging was Hipke’s testimony

about a November 2016 meeting—the so

‐ called whiteboard

meeting. This meeting occurred shortly before Armbruster

submi tt ed a le tt er to Deloi tt e representing that he had no

knowledge of material misstatements or irregularities in

Roadrunner’s fi nanci al accounting and reporting. At that

meeting, Mike Ge tt le, then Roadrunner’s executive vice pres

‐

ident, listed on a whiteboard the many accounting challenges

the company faced, including those with respect to Morgan

Southern accounts receivable and prepaid taxes. He then em

‐ phasized the need to make adjustments to allow the company

to report both account balances in accordance with GAAP.

P art of the government’s evidence was a photo taken of the

whiteboard itself, which showed Ge tt le’s handwri tt en chart

‐ ing of Roadrunner’s pressing accounting problems, including

the overstated carrying values of the two Morgan Southern

accounts.No. 21

‐ 3370 9

Hipke’s testimony went even further. She explained to the

jury how she had been feeling frustrated for some time at

Armbruster’s apparent lack of concern with resolving Road

‐

runner’s accounting problems. By her account, Armbruster

repeatedly kicked the can down the road—every time Mor

‐

gan Southern’s problems we re raised, he asked for more dili

‐

gence instead of addressing the issue by adjusting the unsup

‐ ported carrying values of the assets in question.

Hipke was not the only witness to tell the jury that Road

‐

runner waited too long to record the necessary adjustments to

the Morgan Southern accounts. Multiple other witnesses,

from a fi nancial analyst to Christopher Lacey (Morgan South

‐

ern’s former controller ), testi fi ed that Roadrunner persisted

during the relevant periods with overstating the account bal

‐

ances. These witnesses strongly suggested all of this occurred

with Armbruster’s knowledge.

To fortify its case against Armbruster, the government in

‐

troduced into evidence v arious documents speaking to his

knowledge of Roadrunner’s accounting for the Morgan

Southern items in question. One set of documents consisted

of an email and a tt achments that Armbruster forwarded from

his Roadrunner email account to his personal account in No

‐

vember 2016. The email showed that ear lier that month—

around the time Mike Ge tt le held the whiteboard meeting

identifying, among other accounting concerns, the Morgan

Southern balance sheet items—Armbruster had found a 2014

email informing him of the overstatements with the exact two

accounts in question. The 2014 email, in short, showed that

Armbruster knew for some time that Roadrunner ’s consoli

‐

dated balance sheet overstated the carrying values of the two

assets in question.10 No. 21

‐ 3370

The government also presented even more speci fi c email

chains from 2014 to 2016 that included Armbruster and en

‐

tailed other Roadrunner accountants discussing the need to

adjust the IKEA Maersk and prepaid tax accounts. To be sure,

some of the emails re fl ected only discussions about Morgan

Southern’s accounting problems. But others speci fi cally iden

‐

ti fi ed and discussed the ov erstatements in the carrying values

of the IKEA Maersk receivable and prepaid taxes. While the

government did not present direct evidence that Armbruster

read these emails, everyone agreed that he received them.

Consider, for example, a May 2014 email from Connor

Kursel, a Roadrunner fi nancial analyst, to a group of account

‐

ants, including Armbruster. A tt ached to the email wa s a

spreadsheet with the notation “probably a full write o ff ” next

to the IKEA Maersk receivable line item. Other email chains

showed Roadrunner accountants discussing the need to ad

‐ just the Morgan Southern accounts, including one exc hange

from Bret Naggs con fi rming that Armbruster had the ultimate

decision

‐ making authority and had directed an accountant

not to record any write downs to the account balances as they

stood in June 2015.

All of this evidence was enough to support the jury’s ve r

‐

dict on the Counts Six and Seven books and records charges.

Given the corroboration from various sources of evidence,

from the multiple witnesses at di ff erent levels of Roadrun

‐

ner’s accounting and fi nance department to the documents

spanning several years, the jury could—and did—reasonably

fi nd that Armbr uster knowingly and willfully allowed the

Morgan Southern IKEA Maersk receivable and prepaid taxes

account to remain overstated in the company’s accountingNo. 21

‐ 3370 11

records and, in turn, in Roadrunner’s consolidated balance

sheet during the relevant periods.

B. Securities Fraud

Count Thirteen charged Armbruster with violating the

federal securities laws by making false and misleading state

‐

ments to Roadrunner shareholders about the company’s fi

‐

nancial condition in its third quarter 2016 Form 10

‐ Q. The dis

‐

trict court i nstructed the jury that to prove the allegations in

Count Thirteen the government had to prove these three ele

‐

ments beyond a reasonable doubt: that (1) there existed a

scheme or arti fi ce to defraud Roadrunner’s shareholders, in

‐ dependent auditors, regulators, lenders, and the inv esting

public about the company’s stock; (2) Armbruster knowingly

executed that scheme; and (3) he acted with the intent to de

‐

ceive and cheat. See 18 U.S.C. §§ 1348, 2.

The government relied on much of the evidence support

‐ ing the Counts Six and Seven books and records charges to

prov e the Count Thirteen securities fraud charge. No more

evidence was required. The jury had enough to conclude that

Armbruster knowingly allowed the company’s 3Q

‐ 2016 fi

‐

nancial statements to include material misstatements by leav

‐ ing the Morgan Southern IKEA Maersk and prepaid tax ac

‐

counts overstated, as re fl ected in Roadrunner ’s consolidated

fi nancial statements.

On this charge, too, the jury could have a ff orded great

weight to Heather Hipke’s testimony about the November

2016 whiteboard meeting. She explained that Armbruster at

‐

tended the meeting and that the group’s discussion addressed

multiple accounting issues, including the two assets at Mor

‐

gan Southe rn. The jury could therefore reasonably infer that,12 No. 21

‐ 3370

by a tt ending the meeting, Armbruster—as Roadrunner’s

CFO—was well aware of these accounting ma tt ers. The jury

also heard testimony from a Roadrunner investor who ex

‐ plained feeling misled by the company’s reporting of its fi

‐

nancial condition and results of operations in the 3Q

‐ 2016

Form 10

‐ Q.

C. Fraudulently In fl uencing Accountants

Finally, Count Fiv e charged Armbruster with misleading

Roadrunner’s external auditor by supplying Deloi tt e &

Touche with a false management representation le tt er. The

district court instructed the jury that this charge required the

government to prove the following fi ve elements: that (1)

Roadrunner wa s an issuer of securities required by law to fi le

reports with the SEC; (2) Armbruster was an o ffi cer (such as a

principal fi nancial or accounting o ffi cer) of Roadrunner; (3)

he directly or indirectly coerced, misled, manipulated, or

fraudulently in fl uenced Deloi tt e, an independent public or

certi fi ed public accountant, while it wa s engaged in an audit

or review of Roadrunner’s fi nancial statements; (4) he misled

Deloi tt e knowing that his actions could result in fi ling mate

‐ rially misleading fi nancial statements; and (5) he acted know

‐ ingly and willfully. See 15 U.S.C. § 78 ff (a), 18 U.S.C. § 2; see

also 17 C.F.R. § 240.13b2–2(b).

As with many of the other charges, Armbr uster did not

contest the su ffi ciency of government’s proof on many ele

‐

ments of Count Five. Foremost, he did not dispute that, as

Roadrunner’s CFO, he signed the November 14, 2016 le tt er to

Deloi tt e representing that he had provided accurate and com

‐ plete information about the company’s fi nancial condition as

of September 30, 2016. Accordingly, the gov ernment’s focus

at trial was on showing that Armbruster deliberately withheldNo. 21

‐ 3370 13

from Deloi tt e information about the overstated Morgan

Southern balance sheet items.

A rational jury could have concluded that the government

proved this charge beyond a reasonable doubt. Go back once

again to Heather Hipke’s testimony and, in particular, her re

‐ counting for the jury discussions with Armb ruster prior to his

signing the 3Q

‐ 2016 management representation le tt er. She

described the conversations, including the November 2016

whiteboard meeting, in which accountants discussed with

Armbruster their concerns about many aspects of Roadrun

‐

ner’s accounting, including the Morgan Southern issues.

For his part, Deloi tt e’s audit partner, Adam Krasno ff

, tes

‐

ti fi ed that he would hav e expected to learn of the concerns

Armbruster, Hipke, and Ge tt le harbored with respect to

Roadrunner and Morgan Southern’s overstated account bal

‐

ances. Krasno ff explained that he was alarmed to learn about

the whiteboard meeting and related email correspondence.

Lastly, the government we nt even further by presenting

exhibits and drawing out testimony establishing Arm

‐

bruster’s vast accounting experience. This testimony would

have allowed the jury to infer that Armbruster understood his

responsibility to communicate honestly with auditors and

that he knowingly shirked his duty by signing a management

representation le tt er that failed to notify Deloi tt e of the clear

concerns many within Roadru nner held about the two ac

‐

counts in question. We have no di ffi culty seeing this evidence

as su ffi cient under the deferential standard guiding our re

‐

view on appeal.14 No. 21

‐ 3370

III

Armbruster urges an altogether di ff erent perspective on

the trial evidence. To his mind, the government’s proof on the

counts in question was too general—not speci fi c enough to

show that he knew of the exact balance sheet items at the heart

of those charges. He em phasizes that, as CFO, he operated at

a higher level, removed from the many details that often ac

‐

company fi nancial accounting, and held only a broader view

of Roadrunner’s accounting practices, without any

knowledge of highly particular concerns that others held

about two relatively small accounts for just one of th e com

‐ pany’s many subsidiaries. He likewise observes that, as CFO,

he received waves of emails with a tt achments, but that reality

alone was not enough to establish that he ever learned of the

speci fi c problems at the heart of the counts of conviction. He

adds that any decision not to write down the account bal ances

aligned with his established practice of holding o ff on record

‐ ing material adjustments until the company had a complete

opportunity to analyze the accounts in question—work he

says never fi nalized before 2017.

Armbruster’s contentions run headlong into the highly

deferential standard governing our review of the jury ’s con

‐

trary conclusions. We sit not to reweigh evidence, assess wit

‐

ness credibility, or assign probabilities to what perspective on

the government’s case was most persuasive. To the contrary,

we must “construe the evidence in the light most favorable to

the government” and “will reverse a conviction on ly where

the record is devoid of evidence from which a reasonable jury

could fi nd guilt beyond a reasonable doubt.’’ United States v.

Godinez

, 7 F.4th 628, 638 (7th Cir. 2021) (cleaned up). Arm

‐

bruster falls short of clearing this very demanding—indeedNo. 21

‐ 3370 15

“nearly insurmountable”—appellate hurdle. United States v.

Elizondo

, 21 F.4th 453, 470 (7th Cir. 2021).

The arguments Armbruster presses on appeal are the same

ones he urged the jury to accept. And all throughout the trial

he vigorously and extensively cross

‐ examined witnesses to

undermine the government’s evidence, especially as to

whether he harbored th e requisite knowledge and intent for a

conviction on any count. In the end, though, the jury found

against him. And the jury’s mixed verdict strongly suggests it

parsed and weighed the evidence carefully, only to reach dif

‐

ferent conclusions on di ff erent counts.

Doubtless the gov ernment did not present the jury with a

single piece of evidence in which Armbruster admi tt ed to the

fraud or otherwise was caught red

‐ handed commi tt ing it. But

the law did not impose that evidentiary burden on the gov

‐

ernment. Indirect evidence is allowed, and time and again we

hav e recognized that the government can prove the mental

state element of fraud charges with circumstantial evidence.

See United States v. Lundberg

, 990 F.3d 1087, 1095 (7th Cir.

2021) (emphasizing that intent to defraud may be proven by

circumstantial evidence and the fair inferences drawn from

such evidence); Unite d States v. Coscia

, 866 F.3d 782, 795 (7th

Cir. 2017) (“Recognizing that it is usually di ffi cult or impossi

‐

ble to provide direct evidence of a defendant’s mental state,

we allow for criminal intent to be proven through circumstan

‐

tial evidence.”) (cleaned up).

In the fi nal analysis we see no reason to second guess the

jury’s decision and the refore AFFIRM.