Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | YELL | |
Entity Registrant Name | Yellow Corporation | |
Entity Central Index Key | 0000716006 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 51,517,731 | |
Entity File Number | 0-12255 | |
Entity Tax Identification Number | 48-0948788 | |
Entity Address, Address Line One | 501 Commerce Street | |
Entity Address, Address Line Two | Suite 1120 | |
Entity Address, City or Town | Nashville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37203 | |
City Area Code | 913 | |
Local Phone Number | 696-6100 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 233.8 | $ 310.7 |
Restricted amounts held in escrow | 8.3 | 4.1 |
Accounts receivable, net | 741.3 | 663.7 |
Prepaid expenses and other | 54 | 65 |
Total current assets | 1,037.4 | 1,043.5 |
Property and Equipment: | ||
Cost | 3,152.2 | 3,164.6 |
Less – accumulated depreciation | (2,014) | (2,032.3) |
Net property and equipment | 1,138.2 | 1,132.3 |
Deferred income taxes, net | 1.4 | 1.4 |
Pension | 41.2 | 40.5 |
Operating lease right-of-use assets | 164.9 | 184.8 |
Other assets | 22.6 | 23.1 |
Total Assets | 2,405.7 | 2,425.6 |
Current Liabilities: | ||
Accounts payable | 210.6 | 178.4 |
Wages, vacations and employee benefits | 227.4 | 252.5 |
Current operating lease liabilities | 70.6 | 76.5 |
Claims and insurance accruals | 140.3 | 125.9 |
Other accrued taxes | 77.6 | 72.8 |
Other current and accrued liabilities | 49 | 45.7 |
Current maturities of long-term debt | 70.7 | 72.3 |
Total current liabilities | 846.2 | 824.1 |
Other Liabilities: | ||
Long-term debt, less current portion | 1,482.1 | 1,482.2 |
Pension and postretirement | 86.3 | 88.2 |
Operating lease liabilities | 103.5 | 118.9 |
Claims and other liabilities | 274.5 | 275.7 |
Commitments and contingencies | ||
Shareholders’ Deficit: | ||
Cumulative preferred stock, $1 par value per share - authorized 5,000,000 Shares | 0 | 0 |
Common stock, $0.01 par value per share - authorized 95,000,000 shares, issued 51,296,000 and 50,955,000 shares, respectively | 0.5 | 0.5 |
Capital surplus | 2,390.1 | 2,388.3 |
Accumulated deficit | (2,502.5) | (2,475) |
Accumulated other comprehensive loss | (182.3) | (184.6) |
Treasury stock, at cost | (92.7) | (92.7) |
Total shareholders’ deficit | (386.9) | (363.5) |
Total Liabilities and Shareholders’ Deficit | $ 2,405.7 | $ 2,425.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 51,296,000 | 50,955,000 |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Operating Revenue | $ 1,260.4 | $ 1,198.4 |
Operating Expenses: | ||
Salaries, wages and employee benefits | 711 | 723.8 |
Fuel, operating expenses and supplies | 243.6 | 203.5 |
Purchased transportation | 185.4 | 200 |
Depreciation and amortization | 35.7 | 33.3 |
Other operating expenses | 81 | 64.4 |
(Gains) losses on property disposals, net | (5.5) | 1 |
Total operating expenses | 1,251.2 | 1,226 |
Operating Income (Loss) | 9.2 | (27.6) |
Nonoperating Expenses: | ||
Interest expense | 37.7 | 35.9 |
Non-union pension and postretirement benefits | (0.4) | (1.3) |
Other, net | 0.2 | 0 |
Nonoperating expenses, net | 37.5 | 34.6 |
Loss before income taxes | (28.3) | (62.2) |
Income tax expense (benefit) | (0.8) | 1.1 |
Net loss | (27.5) | (63.3) |
Other comprehensive income, net of tax | 2.3 | 3.6 |
Comprehensive Loss | $ (25.2) | $ (59.7) |
Average Common Shares Outstanding - Basic | 51,091 | 50,358 |
Average Common Shares Outstanding - Diluted | 51,091 | 50,358 |
Loss Per Share - Basic | $ (0.54) | $ (1.26) |
Loss Per Share - Diluted | $ (0.54) | $ (1.26) |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Operating Activities: | |||
Net loss | $ (27.5) | $ (63.3) | |
Adjustments to reconcile net loss to cash flows from operating activities: | |||
Depreciation and amortization | 35.7 | 33.3 | |
Lease amortization and accretion expense | [1] | 27.2 | 36.9 |
Lease payments | (28.6) | (37.7) | |
Paid-in-kind interest | 2.3 | 2.3 | |
Debt-related amortization | 5.9 | 5.7 | |
Equity-based compensation and employee benefits expense | 4.3 | 5.1 | |
(Gains) losses on property disposals, net | (5.5) | 1 | |
Deferred income taxes, net | 0 | (1) | |
Other non-cash items, net | 0.2 | 0.7 | |
Changes in assets and liabilities, net: | |||
Accounts receivable | (77.5) | (74.9) | |
Accounts payable | 36.1 | 36.1 | |
Other operating assets | 9.3 | (4) | |
Other operating liabilities | (15.4) | 21 | |
Net cash provided by (used in) operating activities | (33.5) | (38.8) | |
Investing Activities: | |||
Acquisition of property and equipment | (36.4) | (202.4) | |
Proceeds from disposal of property and equipment | 6.6 | 0.4 | |
Net cash provided by (used in) investing activities | (29.8) | (202) | |
Financing Activities: | |||
Issuance of long-term debt, net | 0 | 176.5 | |
Repayment of long-term debt | (8.9) | (0.5) | |
Debt issuance costs | 0 | (0.1) | |
Payments for tax withheld on equity-based compensation | (0.5) | (0.3) | |
Net cash provided by (used in) financing activities | (9.4) | 175.6 | |
Net Increase (Decrease) In Cash and Cash Equivalents and Restricted Amounts Held in Escrow | (72.7) | (65.2) | |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, Beginning of Period | 314.8 | 478 | |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, End of Period | 242.1 | 412.8 | |
Supplemental Cash Flow Information: | |||
Interest paid | $ (30.9) | $ (27.3) | |
[1] | Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statements of consolidated cash flows. |
Statements of Consolidated Shar
Statements of Consolidated Shareholders' Deficit (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Capital Surplus | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock, At Cost |
Beginning balance at Dec. 31, 2020 | $ (223.3) | $ 0.5 | $ 2,383.6 | $ (2,365.9) | $ (148.8) | $ (92.7) |
Equity-based compensation | 1.8 | 1.8 | ||||
Net loss | (63.3) | (63.3) | ||||
Amortization of prior net losses | 3 | 3 | ||||
Amortization of prior service credit | (0.1) | (0.1) | ||||
Foreign currency translation | 0.7 | 0.7 | ||||
Ending balance at Mar. 31, 2021 | (281.2) | 0.5 | 2,385.4 | (2,429.2) | (145.2) | (92.7) |
Beginning balance at Dec. 31, 2021 | (363.5) | 0.5 | 2,388.3 | (2,475) | (184.6) | (92.7) |
Equity-based compensation | 1.8 | 1.8 | ||||
Net loss | (27.5) | (27.5) | ||||
Amortization of prior net losses | 2.2 | 2.2 | ||||
Amortization of prior service credit | (0.1) | (0.1) | ||||
Foreign currency translation | 0.2 | 0.2 | ||||
Ending balance at Mar. 31, 2022 | $ (386.9) | $ 0.5 | $ 2,390.1 | $ (2,502.5) | $ (182.3) | $ (92.7) |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Business Yellow Corporation (also referred to as “Yellow,” the “Company,” “we,” “us” or “our”) is a holding company that, through its operating subsidiaries, offers its customers a wide range of transportation services. We have one of the largest, most comprehensive less-than-truckload (“LTL”) networks in North America with local, regional, national and international capabilities. Through our team of experienced service professionals, we offer expertise in LTL shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Yellow provides for the movement of industrial, commercial and retail goods through our LTL subsidiaries including USF Holland LLC (“Holland”), New Penn Motor Express LLC (“New Penn”), USF Reddaway Inc. (“Reddaway”), YRC Inc. and YRC Freight Canada Company (both doing business as, and herein referred to as, “YRC Freight”). Our LTL companies provide regional, national and international services through a consolidated network of facilities located primarily across the United States and Canada. We also offer services through Yellow Logistics, Inc. (“Yellow Logistics”), our customer-specific logistics solutions provider, specializing in truckload, residential, and warehouse solutions. The Company's labor force is subject to collective bargaining agreements, which predominantly expire on March 31, 2024. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Yellow and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. All normal recurring adjustments necessary for a fair presentation of the consolidated financial statements for the interim periods included herein have been made. These unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and the applicable rules and regulations. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“the 2021 Form 10-K”). Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2022 or other reporting periods. Use of Estimates Management makes estimates and assumptions when preparing the financial statements in conformity with U.S. generally accepted accounting principles which affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Disaggregation of Revenue The Company’s revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network: (in millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 LTL revenue $ 1,129.6 $ 1,083.5 Other revenue (a) 130.8 114.9 Total revenue $ 1,260.4 $ 1,198.4 (a) Other revenue is primarily com prised of truckload shipments by the L TL operating companies. Accounting Standards While there are recently issued accounting standards that are applicable to the Company, none of these standards are expected to have a material impact on our consolidated financial statements and accompanying notes. |
Debt and Financing
Debt and Financing | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Financing | 3. Debt and Financing Our outstanding debt as of March 31, 2022, consisted of the following: (in millions) Par Value Discount Commitment Debt Book Value Effective UST Loan Tranche A (a) $ 313.8 $ — $ ( 11.8 ) $ ( 3.1 ) $ 298.9 (b) 6.4 % UST Loan Tranche B 400.0 — ( 15.7 ) ( 4.1 ) 380.2 (b) 6.5 % Term Loan (a) 605.3 ( 13.3 ) — ( 6.0 ) 586.0 (c) 9.5 % ABL Facility — — — — — Secured Second A&R CDA 23.5 — — — 23.5 7.7 % Unsecured Second A&R CDA 42.5 — — — 42.5 7.7 % Lease financing obligations 221.8 — — ( 0.1 ) 221.7 (d) 17.4 % Total debt $ 1,606.9 $ ( 13.3 ) $ ( 27.5 ) $ ( 13.3 ) $ 1,552.8 Current maturities of Second A&R CDA ( 66.0 ) — — — ( 66.0 ) Current maturities of lease financing obligations ( 4.7 ) — — — ( 4.7 ) Long-term debt $ 1,536.2 $ ( 13.3 ) $ ( 27.5 ) $ ( 13.3 ) $ 1,482.1 (a) The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn, plus the accumulated paid-in-kind interest. (b) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 2, 3 or 6-month USD LIBOR, with a floor of 1.0 %, plus a fixed margin of 3.5 %. (c) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 3 or 6-month USD LIBOR, with a floor of 1.0 %, plus a fixed margin of 7.5 %. (d) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements. Maturities The principal maturities over the next five years and thereafter of total debt as of March 31, 2022 are as follows: (in millions) Principal Maturity Amount 2022 - remaining portion $ 69.3 2023 5.7 2024 1,323.2 2025 3.6 2026 0.3 Thereafter 204.8 Total $ 1,606.9 Fair Value Measurement The book value and estimated fair values of our long-term debt, including current maturities, are summarized as follows: March 31, 2022 December 31, 2021 (in millions) Book Value Fair Value Book Value Fair Value UST Loans $ 679.1 $ 645.3 $ 673.3 $ 636.5 Term Loan 586.0 605.3 590.9 612.9 Second A&R CDA 66.0 66.0 66.5 66.6 Lease financing obligations 221.7 220.7 223.8 223.7 Total debt $ 1,552.8 $ 1,537.3 $ 1,554.5 $ 1,539.7 The fair values of the Term Loan and Second A&R CDA are estimated based on observable prices (level two inputs for fair value measurements). The fair value of the UST Loans is estimated using certain inputs that are unobservable (level three input for fair value measurement), which are based on the discounted amount of future cash flows using our current estimated incremental rate of borrowing for similar liabilities or assets. The fair value of the lease financing obligations are estimated using a publicly traded secured loan with similar characteristics (level three input for fair value measurement). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 4. Leases Leases (in millions) March 31, 2022 December 31, 2021 Assets Operating lease right-of-use assets $ 164.9 $ 184.8 Liabilities Current operating lease liabilities $ 70.6 $ 76.5 Noncurrent operating lease liabilities 103.5 118.9 Total lease liabilities $ 174.1 $ 195.4 Lease Cost (in millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Operating lease cost (a) $ 27.2 $ 36.9 Short-term cost (b) 4.9 9.6 Variable lease cost (b) 4.7 2.5 Total lease cost $ 36.8 $ 49.0 (a) Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statements of consolidated cash flows. (b) These operating expenses are classified and recorded primarily within purchased transportation. The maturities over the next five years and thereafter of lease liabilities as of March 31, 2022 are as follows: Remaining Maturities of Lease Liabilities (in millions) Operating Leases 2022 - remaining portion $ 68.5 2023 58.4 2024 28.8 2025 16.5 2026 12.7 After 2026 40.7 Total lease payments $ 225.6 Less: Imputed interest 51.5 Present value of lease liabilities $ 174.1 Lease Term and Discount Rate 2022 2021 Weighted-average remaining lease term - operating leases (years) 4.1 3.2 Weighted-average discount rate - operating leases 11.4 % 12.0 % Three Months Other Information (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 28.5 $ 37.2 Leased assets obtained in exchange for new operating lease liabilities 0.9 0.6 |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 5. Employee Benefits Non-Union Pension Plans The following table presents the primary components of net periodic pension expense (benefit) for our Company-sponsored pension plans: (in millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Interest cost $ 5.9 $ 7.7 Expected return on plan assets ( 8.5 ) ( 12.0 ) Amortization of prior net losses 2.2 3.0 Amortization of prior net service credit ( 0.1 ) ( 0.1 ) Total net periodic pension expense (benefit) $ ( 0.5 ) $ ( 1.4 ) |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 6. Loss Per Share Given our net losses incurred during the three months ended March 31, 2022 and 2021 , we do no t report dilutive securities for these periods. At March 31, 2022 and 2021 , our anti-dilutive unvested shares, options, and stock units were approximately 390,000 and 35,000 , respectively. |
Commitments, Contingencies and
Commitments, Contingencies and Uncertainties | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Uncertainties | 7. Commitments, Contingencies and Uncertainties Department of Defense Complaints In December 2018, the United States on behalf of the United States Department of Defense filed a complaint in Intervention against the Company (and two other defendants) in the U.S. District Court for the Western District of New York captioned United States ex rel. James Hannum v. YRC Freight, Inc.; Roadway Express, Inc.; and Yellow Transportation, Inc., Civil Action No. 08-0811(A). The complaint alleged that the Company violated the False Claims Act by overcharging the Department of Defense for freight carrier services by failing to comply with the contractual terms of freight contracts between the Department of Defense and the Company and related government procurement rules. The complaint also alleges claims for unjust enrichment and breach of contract. Under the False Claims Act, the complaint seeks treble damages, civil penalties, attorneys’ fees and costs of suit, all in unspecified amounts. The remaining common causes of action seek an undetermined amount for an alleged breach of contract or alternatively causes constituting unjust enrichment or a payment by mistake. The Company has moved to dismiss the case, and the court heard oral arguments on the motion on August 12, 2019. On July 17, 2020, the Magistrate Judge to whom the case had been referred issued a Report and Recommendation recommending that the District Judge grant the Company’s motion to dismiss in part with respect to one claim and deny it in all other respects. On May 10, 2021, the District Court entered a Decision and Order adopting Magistrate Judge’s Report and Recommendation and Decision and Order. On December 6, 2021, the District Court granted a sixty day stay of all proceedings to allow parties time to discuss a potential resolution in this action. On February 3, 2022, the United States filed a Status Report and Motion to Stay (the “Motion”) with the District Court to facilitate efforts to reach a settlement agreement. The Motion was granted on February 4, 2022, and stayed all proceedings another sixty days . A no fault admission settlement of all claims in the matter was finalized on March 9, 2022 wherein the Company agreed to pay a settlement amount of approximately $ 6.8 million comprising restitution and interest on the amount from December 13, 2021 to the United States and approximately $ 0.4 million in legal fees and expenses to the relator. On March 28, 2022 the U.S. District Court approved the parties’ Joint Stipulation of Dismissal thereby closing the case. Shareholder Derivative Complaint In February 2021, two putative shareholders filed an action derivatively and on behalf of the Company naming Douglas A. Carty, Raymond J. Bromark, William R. Davidson, Matthew A. Doheny, Robert L. Friedman, James E. Hoffman, Michael J. Kneeland, Patricia M. Nazemetz, James F. Winestock, Jamie G. Pierson, Darren D. Hawkins, James L. Welch and Stephanie D. Fisher individually as defendants and the Company as the nominal defendant. The case, captioned Bhandari, et al. v. Carty, et al., Case No. 2021-0090-SG, was filed in the Court of Chancery in the State of Delaware. The complaint alleged that the Company was exposed to harm by the individual defendants’ purported conduct concerning its freight-billing practices as alleged in the Department of Defense complaint and a settled class action securities complaint. The complaint asserts that the individual defendants breached their fiduciary duties and were unjustly enriched as a result of their purported conduct. Claims similar to those raised in Bhandari had been raised in two shareholder derivative cases that were previously disclosed by the Company and have been dismissed. The defendants moved to dismiss the action on April 19, 2021. On July 16, 2021, the putative shareholders moved for entry of an order dismissing the Bhandari action without prejudice. On July 19, 2021, the Court entered an order dismissing the action without prejudice. Other Legal Matters We are involved in litigation or proceedings that arise in ordinary business activities. When possible, we insure against these risks to the extent we deem prudent, but no assurance can be given that the nature or amount of such insurance will be sufficient to fully indemnify us against liabilities arising out of pending and future legal proceedings. Many of these insurance policies contain self-insured retentions in amounts we deem prudent. Based on our current assessment of information available as of the date of these consolidated financial statements, we believe that our consolidated financial statements include adequate provisions for estimated costs and losses that may be incurred within the litigation and proceedings to which we are a party. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements include the accounts of Yellow and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. All normal recurring adjustments necessary for a fair presentation of the consolidated financial statements for the interim periods included herein have been made. These unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and the applicable rules and regulations. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“the 2021 Form 10-K”). Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2022 or other reporting periods. |
Use of Estimates | Use of Estimates Management makes estimates and assumptions when preparing the financial statements in conformity with U.S. generally accepted accounting principles which affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Revenue Disaggregation | Disaggregation of Revenue The Company’s revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network: (in millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 LTL revenue $ 1,129.6 $ 1,083.5 Other revenue (a) 130.8 114.9 Total revenue $ 1,260.4 $ 1,198.4 (a) Other revenue is primarily com prised of truckload shipments by the L TL operating companies. |
Newly Adopted Accounting Standards | Accounting Standards While there are recently issued accounting standards that are applicable to the Company, none of these standards are expected to have a material impact on our consolidated financial statements and accompanying notes. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | The Company’s revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network: (in millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 LTL revenue $ 1,129.6 $ 1,083.5 Other revenue (a) 130.8 114.9 Total revenue $ 1,260.4 $ 1,198.4 (a) Other revenue is primarily com prised of truckload shipments by the L TL operating companies. |
Debt and Financing (Tables)
Debt and Financing (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | Our outstanding debt as of March 31, 2022, consisted of the following: (in millions) Par Value Discount Commitment Debt Book Value Effective UST Loan Tranche A (a) $ 313.8 $ — $ ( 11.8 ) $ ( 3.1 ) $ 298.9 (b) 6.4 % UST Loan Tranche B 400.0 — ( 15.7 ) ( 4.1 ) 380.2 (b) 6.5 % Term Loan (a) 605.3 ( 13.3 ) — ( 6.0 ) 586.0 (c) 9.5 % ABL Facility — — — — — Secured Second A&R CDA 23.5 — — — 23.5 7.7 % Unsecured Second A&R CDA 42.5 — — — 42.5 7.7 % Lease financing obligations 221.8 — — ( 0.1 ) 221.7 (d) 17.4 % Total debt $ 1,606.9 $ ( 13.3 ) $ ( 27.5 ) $ ( 13.3 ) $ 1,552.8 Current maturities of Second A&R CDA ( 66.0 ) — — — ( 66.0 ) Current maturities of lease financing obligations ( 4.7 ) — — — ( 4.7 ) Long-term debt $ 1,536.2 $ ( 13.3 ) $ ( 27.5 ) $ ( 13.3 ) $ 1,482.1 (a) The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn, plus the accumulated paid-in-kind interest. (b) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 2, 3 or 6-month USD LIBOR, with a floor of 1.0 %, plus a fixed margin of 3.5 %. (c) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 3 or 6-month USD LIBOR, with a floor of 1.0 %, plus a fixed margin of 7.5 %. (d) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements. |
Schedule of Maturities of Long-term Debt | The principal maturities over the next five years and thereafter of total debt as of March 31, 2022 are as follows: (in millions) Principal Maturity Amount 2022 - remaining portion $ 69.3 2023 5.7 2024 1,323.2 2025 3.6 2026 0.3 Thereafter 204.8 Total $ 1,606.9 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The book value and estimated fair values of our long-term debt, including current maturities, are summarized as follows: March 31, 2022 December 31, 2021 (in millions) Book Value Fair Value Book Value Fair Value UST Loans $ 679.1 $ 645.3 $ 673.3 $ 636.5 Term Loan 586.0 605.3 590.9 612.9 Second A&R CDA 66.0 66.0 66.5 66.6 Lease financing obligations 221.7 220.7 223.8 223.7 Total debt $ 1,552.8 $ 1,537.3 $ 1,554.5 $ 1,539.7 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Assets and Liabilities | Leases (in millions) March 31, 2022 December 31, 2021 Assets Operating lease right-of-use assets $ 164.9 $ 184.8 Liabilities Current operating lease liabilities $ 70.6 $ 76.5 Noncurrent operating lease liabilities 103.5 118.9 Total lease liabilities $ 174.1 $ 195.4 |
Summary of Lease Cost | Lease Cost (in millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Operating lease cost (a) $ 27.2 $ 36.9 Short-term cost (b) 4.9 9.6 Variable lease cost (b) 4.7 2.5 Total lease cost $ 36.8 $ 49.0 (a) Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statements of consolidated cash flows. (b) These operating expenses are classified and recorded primarily within purchased transportation. |
Summary of Remaining Maturities of Lease Liabilities | The maturities over the next five years and thereafter of lease liabilities as of March 31, 2022 are as follows: Remaining Maturities of Lease Liabilities (in millions) Operating Leases 2022 - remaining portion $ 68.5 2023 58.4 2024 28.8 2025 16.5 2026 12.7 After 2026 40.7 Total lease payments $ 225.6 Less: Imputed interest 51.5 Present value of lease liabilities $ 174.1 |
Summary of Lease Term and Discount Rate | Lease Term and Discount Rate 2022 2021 Weighted-average remaining lease term - operating leases (years) 4.1 3.2 Weighted-average discount rate - operating leases 11.4 % 12.0 % |
Summary of other information | Three Months Other Information (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 28.5 $ 37.2 Leased assets obtained in exchange for new operating lease liabilities 0.9 0.6 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Costs of Retirement Plans | The following table presents the primary components of net periodic pension expense (benefit) for our Company-sponsored pension plans: (in millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Interest cost $ 5.9 $ 7.7 Expected return on plan assets ( 8.5 ) ( 12.0 ) Amortization of prior net losses 2.2 3.0 Amortization of prior net service credit ( 0.1 ) ( 0.1 ) Total net periodic pension expense (benefit) $ ( 0.5 ) $ ( 1.4 ) |
Basis of Presentation - Disaggr
Basis of Presentation - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenue from External Customer [Line Items] | |||
Operating Revenue | $ 1,260.4 | $ 1,198.4 | |
LTL revenue | |||
Revenue from External Customer [Line Items] | |||
Operating Revenue | 1,129.6 | 1,083.5 | |
Other revenue | |||
Revenue from External Customer [Line Items] | |||
Operating Revenue | [1] | $ 130.8 | $ 114.9 |
[1] | Other revenue is primarily com prised of truckload shipments by the L TL operating companies. |
Debt and Financing - Schedule o
Debt and Financing - Schedule of Outstanding Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Par Value | $ 1,606.9 | ||
Discount | (13.3) | ||
Commitment Fee | (27.5) | ||
Debt Issuance Costs | (13.3) | ||
Book Value | 1,552.8 | ||
Book Value, Current Maturities | (70.7) | $ (72.3) | |
Par Value, Excluding Current Maturities | 1,536.2 | ||
Premium (Discount), Excluding Current Maturities | (13.3) | ||
Commitment Fee, Excluding Current Maturities | (27.5) | ||
Debt Issuance Costs, Noncurrent | (13.3) | ||
Book Value, Excluding Current Maturities | 1,482.1 | $ 1,482.2 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Par Value | [1] | 605.3 | |
Discount | [1] | (13.3) | |
Commitment Fee | [1] | 0 | |
Debt Issuance Costs | [1] | (6) | |
Book Value | [1] | $ 586 | |
Effective Interest Rate | [1] | 9.50% | |
ABL Facility | 2014 ABL Facility Credit Agreement | |||
Debt Instrument [Line Items] | |||
Par Value | $ 0 | ||
Discount | 0 | ||
Commitment Fee | 0 | ||
Debt Issuance Costs | 0 | ||
Book Value | 0 | ||
Tranche A | UST Loan | |||
Debt Instrument [Line Items] | |||
Par Value | [1] | 313.8 | |
Discount | [1] | 0 | |
Commitment Fee | [1] | (11.8) | |
Debt Issuance Costs | [1] | (3.1) | |
Book Value | [1] | $ 298.9 | |
Effective Interest Rate | [1] | 6.40% | |
Tranche B | UST Loan | |||
Debt Instrument [Line Items] | |||
Par Value | $ 400 | ||
Discount | 0 | ||
Commitment Fee | (15.7) | ||
Debt Issuance Costs | (4.1) | ||
Book Value | $ 380.2 | ||
Effective Interest Rate | 6.50% | ||
Secured Second A&R CDA | |||
Debt Instrument [Line Items] | |||
Par Value | $ 23.5 | ||
Discount | 0 | ||
Commitment Fee | 0 | ||
Debt Issuance Costs | 0 | ||
Book Value | $ 23.5 | ||
Effective Interest Rate | 7.70% | ||
Unsecured Second A&R CDA | |||
Debt Instrument [Line Items] | |||
Par Value | $ 42.5 | ||
Discount | 0 | ||
Commitment Fee | 0 | ||
Debt Issuance Costs | 0 | ||
Book Value | $ 42.5 | ||
Effective Interest Rate | 7.70% | ||
Lease financing obligations | |||
Debt Instrument [Line Items] | |||
Par Value | $ 221.8 | ||
Discount | 0 | ||
Commitment Fee | 0 | ||
Debt Issuance Costs | (0.1) | ||
Book Value | $ 221.7 | ||
Effective Interest Rate | 17.40% | ||
Par Value, Current Maturities | $ 4.7 | ||
Discount, Current Maturities | 0 | ||
Commitment Fee, Current Maturities | 0 | ||
Deferred Issuance Costs, Current | 0 | ||
Book Value, Current Maturities | (4.7) | ||
Secured and Unsecured Second A&R CDA [Member] | |||
Debt Instrument [Line Items] | |||
Par Value, Current Maturities | 66 | ||
Discount, Current Maturities | 0 | ||
Commitment Fee, Current Maturities | 0 | ||
Deferred Issuance Costs, Current | 0 | ||
Book Value, Current Maturities | $ (66) | ||
[1] | The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn, plus the accumulated paid-in-kind interest. |
Debt and Financing - Schedule_2
Debt and Financing - Schedule of Outstanding Debt (Parenthetical) (Details) - London Interbank Offered Rate (LIBOR) | 3 Months Ended |
Mar. 31, 2022 | |
U S Treasury Loan [Member] | |
Debt Instrument [Line Items] | |
Floor interest rate | 1.00% |
Basis spread on variable rate | 3.50% |
Term Loan [Member] | |
Debt Instrument [Line Items] | |
Floor interest rate | 1.00% |
Basis spread on variable rate | 7.50% |
Debt and Financing - Schedule_3
Debt and Financing - Schedule of Maturities of Long-term Debt (Details) $ in Millions | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 - remaining portion | $ 69.3 |
2023 | 5.7 |
2024 | 1,323.2 |
2025 | 3.6 |
2026 | 0.3 |
Thereafter | 204.8 |
Total | $ 1,606.9 |
Debt and Financing - Schedule_4
Debt and Financing - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Reported Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 1,552.8 | $ 1,554.5 |
Estimate of Fair Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,537.3 | 1,539.7 |
UST Loan | Reported Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 679.1 | 673.3 |
UST Loan | Estimate of Fair Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 645.3 | 636.5 |
Term Loan | Reported Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 586 | 590.9 |
Term Loan | Estimate of Fair Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 605.3 | 612.9 |
Lease financing obligations | Reported Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 221.7 | 223.8 |
Lease financing obligations | Estimate of Fair Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 220.7 | 223.7 |
Second A&R CDA | Reported Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 66 | 66.5 |
Second A&R CDA | Estimate of Fair Value Measurement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 66 | $ 66.6 |
Leases - Summary of Assets and
Leases - Summary of Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 164.9 | $ 184.8 |
Current operating lease liabilities | 70.6 | 76.5 |
Noncurrent operating lease liabilities | 103.5 | 118.9 |
Total lease liabilities | $ 174.1 | $ 195.4 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Leases [Abstract] | |||
Operating Lease, Cost | [1] | $ 27.2 | $ 36.9 |
Short-term cost | [2] | 4.9 | 9.6 |
Variable lease cost | [2] | 4.7 | 2.5 |
Total lease cost | $ 36.8 | $ 49 | |
[1] | Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statements of consolidated cash flows. | ||
[2] | These operating expenses are classified and recorded primarily within purchased transportation. |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 - remaining portion | $ 68.5 | |
2023 | 58.4 | |
2024 | 28.8 | |
2025 | 16.5 | |
2026 | 12.7 | |
After 2026 | 40.7 | |
Total lease payments | 225.6 | |
Less: imputed interest | 51.5 | |
Present value of lease liabilities | $ 174.1 | $ 195.4 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
Weighted-Average Remaining Lease Term | 4 years 1 month 6 days | 3 years 2 months 12 days |
Weighted-Average Discount Rate | 11.40% | 12.00% |
Leases - Summary of Other Infor
Leases - Summary of Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 28.5 | $ 37.2 |
Leased assets obtained in exchange for new operating lease liabilities | $ 0.9 | $ 0.6 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Components of Our Company-Sponsored Pension Plan Costs (Details) - Qualified and Nonqualified - Defined Benefit Pension Plans - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 5.9 | $ 7.7 |
Expected return on plan assets | 8.5 | 12 |
Amortization of prior net losses | 2.2 | 3 |
Amortization of prior net service credit | (0.1) | (0.1) |
Total net periodic pension expense (benefit) | $ (0.5) | $ (1.4) |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Line Items] | ||
Unvested shares and stock units | 0 | 0 |
Anti-Dilutive Unvested Shares and Options | ||
Earnings Per Share [Line Items] | ||
Anti-dilutive unvested shares, options and stock units | 390,000 | 35,000 |
Commitments, Contingencies an_2
Commitments, Contingencies and Uncertainties - Additional Information (Details) - USD ($) $ in Millions | Mar. 09, 2022 | Feb. 04, 2022 | Dec. 06, 2021 |
Loss Contingencies [Line Items] | |||
Number of days granted to discuss potential resolution | 60 days | 60 days | |
Settlement Liabilities, Current | $ 6.8 | ||
Legal Fees | $ 0.4 |