Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 52,128,887 | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 112.8 | $ 235.1 |
Restricted amounts held in escrow | 19.6 | 3.9 |
Accounts receivable, less allowances of $20.4 and $23.7, respectively | 535.1 | 599.7 |
Prepaid expenses and other | 151.1 | 75.4 |
Total current assets | 818.6 | 914.1 |
Property and Equipment: | ||
Cost | 3,065.9 | 3,109 |
Less – accumulated depreciation | (1,926.2) | (1,940) |
Net property and equipment | 1,139.7 | 1,169 |
Deferred income taxes, net | 0 | 0.3 |
Pension | 35.5 | 34.5 |
Operating lease right-of-use assets | 123.1 | 139.7 |
Other assets | 30.7 | 21.7 |
Total Assets | 2,147.6 | 2,279.3 |
Current Liabilities: | ||
Accounts payable | 175.7 | 188.6 |
Wages, vacations and employee benefits | 235.1 | 221.4 |
Current operating lease liabilities | 43 | 53.1 |
Claims and insurance accruals | 117.2 | 116.6 |
Other accrued taxes | 30.8 | 27.9 |
Other current and accrued liabilities | 40.3 | 37.6 |
Current maturities of long-term debt | 1,274.5 | 71.8 |
Total current liabilities | 1,916.6 | 717 |
Other Liabilities: | ||
Long-term debt, less current portion | 202.9 | 1,466.2 |
Deferred income taxes, net | 0.5 | 0 |
Pension and postretirement | 137.4 | 134 |
Operating lease liabilities | 89.2 | 94.6 |
Claims and other liabilities | 248.8 | 249 |
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 52,126,000 and 51,601,000 shares, respectively | 0.5 | 0.5 |
Capital surplus | 2,396.6 | 2,393.4 |
Accumulated deficit | (2,522.5) | (2,453.2) |
Accumulated other comprehensive loss | (229.7) | (229.5) |
Treasury stock, at cost | (92.7) | (92.7) |
Total shareholders’ deficit | (447.8) | (381.5) |
Total Liabilities and Shareholders’ Deficit | $ 2,147.6 | $ 2,279.3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 20.4 | $ 23.7 |
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 | 52,126,000 | 51,601,000 |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Operating Revenue | $ 1,126.8 | $ 1,423.7 | $ 2,285.4 | $ 2,684.1 |
Operating Expenses: | ||||
Salaries, wages and employee benefits | 686.3 | 736.7 | 1,358.8 | 1,447.7 |
Fuel, operating expenses and supplies | 227 | 287.3 | 467.6 | 530.9 |
Purchased transportation | 150.7 | 206.1 | 302.7 | 391.5 |
Depreciation and amortization | 35.8 | 35.5 | 71.1 | 71.2 |
Other operating expenses | 64 | 62.1 | 132 | 143.1 |
Gains on property disposals, net | (75.9) | (3.2) | (76.4) | (8.7) |
Total operating expenses | 1,087.9 | 1,324.5 | 2,255.8 | 2,575.7 |
Operating Income | 38.9 | 99.2 | 29.6 | 108.4 |
Nonoperating Expenses: | ||||
Interest expense | 48.3 | 38 | 94.8 | 75.7 |
Non-union pension and postretirement benefits | 1.1 | (0.5) | 2.3 | (0.9) |
Other, net | 0.1 | (0.1) | (0.1) | 0.1 |
Nonoperating expenses, net | 49.5 | 37.4 | 97 | 74.9 |
Income (loss) before income taxes | (10.6) | 61.8 | (67.4) | 33.5 |
Income tax expense | 4.1 | 1.8 | 1.9 | 1 |
Net income (loss) | (14.7) | 60 | (69.3) | 32.5 |
Other comprehensive income (loss), net of tax | 2.4 | 1.5 | (0.2) | 3.8 |
Comprehensive Income (Loss) | $ (12.3) | $ 61.5 | $ (69.5) | $ 36.3 |
Average Common Shares Outstanding - Basic | 52,010 | 51,342 | 51,871 | 51,217 |
Average Common Shares Outstanding - Diluted | 52,010 | 52,135 | 51,871 | 52,183 |
Income (Loss) Per Share - Basic | $ (0.28) | $ 1.17 | $ (1.34) | $ 0.64 |
Income (Loss) Per Share - Diluted | $ (0.28) | $ 1.15 | $ (1.34) | $ 0.62 |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Operating Activities: | |||
Net income (loss) | $ (69.3) | $ 32.5 | |
Adjustments to reconcile net loss to cash flows from operating activities: | |||
Depreciation and amortization | 71.1 | 71.2 | |
Lease amortization and accretion expense | [1] | 38.7 | 52.8 |
Lease payments | (38.1) | (53.4) | |
Paid-in-kind interest | 11.3 | 4.7 | |
Debt-related amortization | 11.7 | 11.7 | |
Equity-based compensation and employee benefits expense | 6.9 | 7.4 | |
Non-union pension settlement charges | 0.1 | 0 | |
Gains on property disposals, net | (76.4) | (8.7) | |
Deferred income taxes, net | 1 | 0 | |
Other non-cash items, net | 0.3 | (0.2) | |
Changes in assets and liabilities, net: | |||
Accounts receivable | 64.7 | (120.5) | |
Accounts payable | (31) | 44.9 | |
Other operating assets | 7.9 | 13.6 | |
Other operating liabilities | 8.8 | (19.4) | |
Net cash provided by (used in) operating activities | 7.7 | 36.6 | |
Investing Activities: | |||
Acquisition of property and equipment | (45.6) | (72.6) | |
Proceeds from disposal of property and equipment | 3.5 | 9.4 | |
Net cash provided by (used in) investing activities | (42.1) | (63.2) | |
Financing Activities: | |||
Repayment of debt | (71.9) | (12.4) | |
Payments for tax withheld on equity-based compensation | (0.3) | (0.6) | |
Net cash provided by (used in) financing activities | (72.2) | (13) | |
Net Increase (Decrease) In Cash and Cash Equivalents and Restricted Amounts Held in Escrow | (106.6) | (39.6) | |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, Beginning of Period | 239 | 314.8 | |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, End of Period | 132.4 | 275.2 | |
Supplemental Cash Flow Information: | |||
Interest paid | $ (86.2) | $ (71) | |
[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 [Member] |
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, net of tax | 0.2 | 0.2 | ||||
Ending balance at Mar. 31, 2022 | (386.9) | 0.5 | 2,390.1 | (2,502.5) | (182.3) | (92.7) |
Beginning balance at Dec. 31, 2021 | (363.5) | 0.5 | 2,388.3 | (2,475) | (184.6) | (92.7) |
Net loss | 32.5 | |||||
Ending balance at Jun. 30, 2022 | (324.1) | 0.5 | 2,391.4 | (2,442.5) | (180.8) | (92.7) |
Beginning balance at Mar. 31, 2022 | (386.9) | 0.5 | 2,390.1 | (2,502.5) | (182.3) | (92.7) |
Equity-based compensation | 1.3 | 1.3 | ||||
Net loss | 60 | 60 | ||||
Amortization of prior net losses | 2.2 | 2.2 | ||||
Amortization of prior service credit | (0.1) | (0.1) | ||||
Foreign currency translation, net of tax | (0.6) | (0.6) | ||||
Ending balance at Jun. 30, 2022 | (324.1) | 0.5 | 2,391.4 | (2,442.5) | (180.8) | (92.7) |
Beginning balance at Dec. 31, 2022 | (381.5) | 0.5 | 2,393.4 | (2,453.2) | (229.5) | (92.7) |
Equity-based compensation | 2.1 | 2.1 | ||||
Net loss | (54.6) | (54.6) | ||||
Amortization of prior net losses | 1.9 | 1.9 | ||||
Amortization of prior service credit | (0.1) | (0.1) | ||||
Settlement adjustment | 0.1 | 0.1 | ||||
Net actuarial loss | (4.4) | (4.4) | ||||
Foreign currency translation, net of tax | (0.1) | (0.1) | ||||
Ending balance at Mar. 31, 2023 | (436.6) | 0.5 | 2,395.5 | (2,507.8) | (232.1) | (92.7) |
Beginning balance at Dec. 31, 2022 | (381.5) | 0.5 | 2,393.4 | (2,453.2) | (229.5) | (92.7) |
Net loss | (69.3) | |||||
Ending balance at Jun. 30, 2023 | (447.8) | 0.5 | 2,396.6 | (2,522.5) | (229.7) | (92.7) |
Beginning balance at Mar. 31, 2023 | (436.6) | 0.5 | 2,395.5 | (2,507.8) | (232.1) | (92.7) |
Equity-based compensation | 1.1 | 1.1 | ||||
Net loss | (14.7) | (14.7) | ||||
Amortization of prior net losses | 1.9 | 1.9 | ||||
Amortization of prior service credit | (0.1) | (0.1) | ||||
Foreign currency translation, net of tax | 0.6 | 0.6 | ||||
Ending balance at Jun. 30, 2023 | $ (447.8) | $ 0.5 | $ 2,396.6 | $ (2,522.5) | $ (229.7) | $ (92.7) |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
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 Corporation's LTL subsidiaries include 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 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 offers a full range of services for the transportation of industrial, commercial and retail goods in national, regional and international markets, primarily through the operation of owned or leased equipment in its North American ground distribution network. Transportation services are provided for various categories of goods, which may include (among others) apparel, appliances, automotive parts, chemicals, food, furniture, glass, machinery, metal, metal products, non-bulk petroleum products, rubber, textiles, wood and other manufactured products or components. The Company provides both LTL services, which combine shipments from multiple customers on a single trailer, and truckload services. Deliveries are predominately LTL shipments with truckload services offered to maximize equipment utilization and reduce empty miles (the distance empty or partially full trailers travel to balance the network). The Company also provides higher-margin specialized services, including guaranteed expedited services, time-specific deliveries, cross-border services, exhibit services, product returns and government material shipments. The Company's labor force is subject to collective bargaining agreements with the International Brotherhood of Teamsters ("the IBT"), which expire on March 31, 2024. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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 ("GAAP") 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 GAAP 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, 2022 (the "2022 Form 10-K”). Operating results for the three and six months ended June 30, 2023 , are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2023 or other reporting periods. Debt Maturity and Covenants, Liquidity, Bankruptcy, and Ability to Continue as a Going Concern The Company has current debt with a par value of $ 1,303.8 million, of which $ 566.8 million has a stated maturity of June 30, 2024 and $ 737.0 million has a stated maturity of September 30, 2024. However, all of this debt is presented as current on the consolidated balance sheet, as further described below. As of June 30, 2023, the Company had cash and cash equivalents and Managed Accessibility of $ 102.2 million. The table below summarizes cash and cash equivalents and Managed Accessibility as of June 30, 2023 and December 31, 2022: (in millions) June 30, 2023 December 31, 2022 Cash and cash equivalents $ 112.8 $ 235.1 Less: amounts placed into restricted cash subsequent to period end ( 15.0 ) — Managed Accessibility 4.4 6.7 Total cash and cash equivalents and Managed Accessibility $ 102.2 $ 241.8 Beginning in the fourth quarter of 2022 and continuing through the second quarter of 2023, the freight industry and the Company experienced a decline in freight volumes on a year-over-year basis. The economic impact of this decline, coupled with the delay in the implementation of Phase Two of One Yellow (“Phase Two”), has negatively impacted our current and forecasted liquidity levels. As freight volumes began to decline, to maintain adequate liquidity, the Company took actions including layoffs, non-union reductions in workforce, reductions in capital expenditures, and requests for the deferment of payments to various parties, including union health, welfare, and pension fund payments. The decline in freight volumes and delay in implementing Phase Two has negatively impacted income and EBITDA in 2023. Under each of our debt agreements we are required to maintain at least $ 200.0 million in Adjusted EBITDA on a trailing-twelve-month (“TTM”) basis measured each quarter until maturity. In anticipation of our inability to satisfy this covenant in the second quarter, the Company amended our relevant debt agreements to waive the Adjusted EBITDA covenant for certain reporting periods. Specifically, the Term Loan covenant was waived for the quarters ending June 30, 2023, and September 30, 2023, and the UST Loans for the quarter ending June 30, 2023. As a result of these amendments, we remained in compliance with our debt agreements as of June 30, 202 3, however, in anticipation of not complying with the UST Loans covenants for September 30, 2023, have classified that debt as current. As a result of deferring payment to certain of our union health and welfare, and pension funds on July 15, 2023, those funds determined to cease certain benefits coverage. On July 17, 2023, the IBT cited that cessation as its basis to issue a 72-hour strike notice, and that such strike activity shall commence any time on or after Monday July 24, 2023. On July 23, 2023, these certain union health, welfare and pension funds determined to extend health care benefits coverage for 30 days; the IBT then recalled the strike notice. However, the threat of a strike led to drastic and unprecedented shipment declines the week of July 17 as customers needed to ensure their shipments could be serviced without interruption and not caught up in a strike of undetermined length. The significant negative impact on cash flows resulting from the diversion of freight to other carriers, in addition to the forecasted payment of the deferred union health, welfare and pension fund payments, resulted in the Company projecting to fall below the $ 35 million minimum liquidity requirement under the amended debt agreements. As discussed further in Note 8- Subsequent Events, on August 6, 2023 (the “Petition Date”), the Company and certain of its subsidiaries (collectively, the “Company Parties”) commenced a voluntary petition (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The commencement of the Chapter 11 Cases constitutes an event of default or termination event under all debt agreements of the Company. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed most actions against the Company Parties, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Company Parties' property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Company Parties' Chapter 11 Cases also automatically stayed the filing of most legal proceedings and other actions against or on behalf of the Company Parties or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Company Parties' bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. In accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Management considered the Company’s current financial condition and liquidity sources, including cash and managed accessibility, forecasted future cash flows and the Company’s obligations due before August 14, 2024. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to significant uncertainty. While operating as a debtor-in-possession entity pursuant to the Bankruptcy Code, we may sell, or otherwise dispose of or liquidate, assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in the accompanying unaudited Interim Consolidated Financial Statements. Further, the Chapter 11 plan is likely to materially change the amounts and classifications of assets and liabilities reported in our unaudited Interim Consolidated Balance Sheet as of June 30, 2023 going forward. In performing this evaluation, we concluded that under the standards of ASC 205-40, substantial doubt exists about our ability to continue as a going concern due to the risks and uncertainties surrounding the Chapter 11 Cases, the defaults under our debt agreements and our financial condition. Our future plans, including those in connection with the Chapter 11 Cases, are not yet finalized, fully executed or approved by the Bankruptcy Court, and therefore cannot be deemed probable of mitigating this substantial doubt within 12 months of the date of issuance of these financial statements. Our consolidated financial statements included herein do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern and instead have been prepared assuming that the Company will continue as a going concern and contemplating the realization of assets and the satisfaction of our liabilities and commitments incurred in the normal course of business. A potential result of the Company ceasing its ongoing contributions in the multi-employer pension plan funds in which our union employees participate (the “MEPP Funds”) is exposure to penalties including potential withdrawal liabilities from those MEPP Funds. The assertion and communication of a withdraw liability by the MEPP Funds would result in a material adverse effect on the Company’s liability balances, as the estimated withdrawal liabilities which may be asserted are in excess of $ 6.5 billion. It is unclear by what extent this amount may be reduced by the American Rescue Plan Special Financial Assistance Program that has awarded over $ 50 billion in financial assistance to funds, including many of the MEPP Funds. Use of Estimates Management makes estimates and assumptions when preparing the financial statements in conformity with GAAP which affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Property and Equipment In connection with its network optimization, without sacrificing geographical service coverage, Yellow plans to close and sell excess owned facilities that have overlapping service territories. On May 17, 2023, the Company entered a sales-type lease with a third party for one of these excess terminals on a short-term basis. We recognized an immaterial amount of lease income from the intervening periods in our June 30, 2023 Statements of Consolidated Comprehensive Income (Loss). On July 7, 2023, the Company closed on the sale of this same terminal for a price of $ 80.0 million and a resulting gain of approximately $ 75.9 million, reported as "Gains on property disposals, net" on the Statements of Consolidated Comprehensive Income (Loss). The net proceeds of $ 79.5 million were used to pay down a portion of the term loan. As of June 30, 2023, a receivable of $ 79.8 million, which is the sale price net of rent received prior to the report date, is included in "Prepaid expenses and Other" on the Consolidated Balance Sheets. 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: Three Months Six Months (in millions) 2023 2022 2023 2022 LTL revenue $ 1,022.2 $ 1,282.8 $ 2,077.2 $ 2,412.4 Other revenue (a) 104.6 140.9 208.2 271.7 Total revenue $ 1,126.8 $ 1,423.7 $ 2,285.4 $ 2,684.1 (a) Other revenue is primarily comprised of truckload shipments . 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 | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Financing | 3. Debt and Financing Our outstanding debt as of June 30, 2023, consisted of the following: (in millions) Par Value Discount Commitment Debt Book Value Effective UST Loan Tranche A (a) $ 337.0 $ — $ ( 5.9 ) $ ( 1.4 ) 329.7 (b) 11.0 % UST Loan Tranche B 400.0 — ( 7.8 ) ( 1.9 ) 390.3 (b) 10.6 % Term Loan (a) 566.8 ( 5.6 ) — ( 14.2 ) 547.0 (c) 13.5 % ABL Facility — — — — — N/A Lease financing obligations 210.5 — — ( 0.1 ) 210.4 (d) 17.6 % Total debt $ 1,514.3 $ ( 5.6 ) $ ( 13.7 ) $ ( 17.6 ) $ 1,477.4 Current maturities of UST Loan Tranche A ( 337.0 ) — 5.9 1.4 ( 329.7 ) Current maturities of UST Loan Tranche B ( 400.0 ) — 7.8 1.9 ( 390.3 ) Current maturities of Term Loan ( 566.8 ) 5.6 — 14.2 ( 547.0 ) Current maturities of lease financing obligations ( 7.6 ) — — 0.1 ( 7.5 ) Long-term debt $ 202.9 $ — $ — $ — $ 202.9 (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 %. The Company is committed to a 6-month LIBOR ending in December 2023. (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 %. The Company is committed to a 3-month LIBOR ending in September 2023. Subsequent periods will utilize SOFR. (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. The remaining term of these obligations ranges between 2024 and 2032 with right of renewal options available. Maturities The principal maturities over the next five years and thereafter of total debt as of June 30, 2023, based on stated maturity dates in respective agreements are as follows: (in millions) Principal Maturity Amount 2023 - remaining portion $ 3.9 2024 (a) 1,311.2 2025 9.5 2026 10.2 2027 13.3 Thereafter 166.2 Total $ 1,514.3 (a) The UST Loans included in this balance have a stated maturity date of September 30, 2024, but the debt is classified as current as of June 30, 2023 on the Consolidated Balance Sheet as result of the Company projecting a violation of related covenants for the September 30, 2023 period with no covenant waiver. Fair Value Measurement The book value and estimated fair values of our long-term debt, including current maturities, are summarized as follows: June 30, 2023 December 31, 2022 (in millions) Book Value Fair Value Book Value Fair Value UST Loans $ 720.0 $ 709.5 $ 701.4 $ 703.6 Term Loan 547.0 562.2 556.8 523.6 Second A&R CDA — — 66.0 66.3 Lease financing obligations 210.4 211.9 213.8 213.7 Total debt $ 1,477.4 $ 1,483.6 $ 1,538.0 $ 1,507.2 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 values of the Term Loan and Second A&R CDA were estimated based on thinly traded, but observable prices (level two inputs for fair value measurements). 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). Amendment No. 3 and Limited Waiver to Amended and Restated Credit Agreement On July 7, 2023, the Company and certain of its subsidiaries entered into Amendment No. 3 and Limited Waiver to the Amended and Restated Credit Agreement, with lenders party to our Term Loan Agreement. Among other things, the amendment provides for a waiver of the minimum Consolidated EBITDA financial covenant for the covenant testing periods ending on June 30, 2023 and September 30, 2023, as well inclusion of the minimum liquidity requirement of $ 35 million. The terms of this amendment are effective June 30, 2023, and as a result of this amendment the Company is in compliance with the covenants of the agreement as of June 30, 2023. In connection with this amendment, the Company incurred an exit fee equal to $ 11.3 million (two percent of the outstanding Term Loan as of June 30, 2023), which is payable upon successful termination, conversion or full payment of the Term Loan. The exit fee amount is accounted for as a debt issuance cost and is accrued in "Other current and accrued liabilities" on the Consolidated Balance Sheets as of June 30, 2023. This debt issuance costs reduces the book value of the debt and will be amortized into interest expense over the remaining term of the Term Loan. Additional details of this material definitive agreement were filed on July 7, 2023. Waiver Under UST Credit Agreements On July 7, 2023, the Company entered into a Waiver Agreement that provides for a waiver of the minimum Consolidated EBITDA financial covenant set forth in the UST Credit Agreements for the covenant testing period ending on June 30, 2023. The terms of this amendment are effective June 30, 2023, and as a result of this amendment the Company was in compliance with the covenants of the agreement as of June 30, 2023. Commencement of Chapter 11 The commencement of the Chapter 11 Cases constitutes an event of default or termination event under all debt agreements of the Company. Any efforts to enforce payment obligations related to the Company’s outstanding debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. As result of the Chapter 11 Cases, the UST and Term loan are due upon demand and cause acceleration of non-cash expense related to deferred debt discounts, commitment fees, and issuance costs of $ 27.0 million in the third quarter 2023. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 4. Leases Leases (in millions) June 30, 2023 December 31, 2022 Assets Operating lease right-of-use assets $ 123.1 $ 139.7 Liabilities Current operating lease liabilities $ 43.0 $ 53.1 Noncurrent operating lease liabilities 89.2 94.6 Total lease liabilities $ 132.2 $ 147.7 Other Information Weighted-average remaining lease term - operating leases (years) 5.3 5.4 Weighted-average discount rate - operating leases 10.7 % 10.7 % Three Months Six Months Lease Cost (in millions) 2023 2022 2023 2022 Operating lease cost (a) $ 18.9 $ 25.6 $ 38.7 $ 52.8 Short-term cost (b) 6.2 7.3 13.0 12.3 Variable lease cost (b) 1.6 1.9 3.3 6.6 Total lease cost $ 26.7 $ 34.8 $ 55.0 $ 71.7 (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. Three Months Six Months Other Information (in millions) 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18.6 $ 24.7 $ 37.9 $ 53.2 Leased assets obtained in exchange for new operating lease liabilities $ 1.8 $ 3.3 $ 4.8 $ 4.2 The maturities over the next five years and thereafter of lease liabilities as of June 30, 2023 are as follows: Remaining Maturities of Lease Liabilities (in millions) Operating Leases 2023 - remaining portion $ 36.3 2024 39.8 2025 26.3 2026 20.7 2027 16.4 After 2027 39.6 Total lease payments $ 179.1 Less: Imputed interest 46.9 Present value of lease liabilities $ 132.2 |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Six Months (in millions) 2023 2022 2023 2022 Interest cost $ 8.0 $ 5.9 $ 16.0 $ 11.8 Expected return on plan assets ( 8.8 ) ( 8.5 ) ( 17.6 ) ( 17.0 ) Amortization of prior net losses 1.9 2.2 3.8 4.4 Amortization of prior net service credit ( 0.1 ) ( 0.1 ) ( 0.2 ) ( 0.2 ) Total net periodic pension expense (benefit) $ 1.0 $ ( 0.5 ) $ 2.0 $ ( 1.0 ) |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 6. Earnings (Loss) Per Share We calculate basic earnings (loss) per share by dividing our net income (loss) available to common shareholders by our basic weighted-average shares outstanding. The calculation for diluted earnings (loss) per share adjusts the weighted average shares outstanding for our dilutive unvested shares and stock units using the treasury stock method. Our calculations for basic and dilutive earnings (loss) per share for three and six months ended June 30, 2023 and 2022 are as follows: Three Months Six Months (dollars in millions, except per share data; shares and stock units in thousands) 2023 2022 2023 2022 Basic and dilutive net income (loss) available to common shareholders $ ( 14.7 ) $ 60.0 $ ( 69.3 ) $ 32.5 Basic weighted average shares outstanding 52,010 51,342 51,871 51,217 Effect of dilutive securities: Unvested shares and stock units (a) — 793 — 966 Dilutive weighted average shares outstanding 52,010 52,135 51,871 52,183 Basic earnings (loss) per share (b) $ ( 0.28 ) $ 1.17 $ ( 1.34 ) $ 0.64 Diluted earnings (loss) per share (b) $ ( 0.28 ) $ 1.15 $ ( 1.34 ) $ 0.62 (a) Includes unvested shares of Common Stock, unvested stock units and vested stock units for which the underlying Common Stock has not been distributed.(b) Earnings (loss) per share is based on unrounded figures and not the rounded figures presented. Given our net losses incurred during the three and six months ended June 30, 2023, we do no t report dilutive securities for these periods. At June 30, 2023 and 2022, our anti-dilutive unvested shares, options, and stock units were approximately 992,000 and 635,000 , respectively. |
Commitments, Contingencies and
Commitments, Contingencies and Uncertainties | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Uncertainties | 7. Commitments, Contingencies and Uncertainties 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. International Brotherhood of Teamsters Lawsuit/Petition for Injunctive Relief On June 27, 2023, Yellow sued the IBT, its negotiating committee, and several local unions in the U.S. District Court for the District of Kansas, alleging that the parties had breached the collective bargaining agreement. The lawsuit seeks $ 137 million in damages for the Union’s obstruction of Phase 2 as well as the loss of Yellow’s enterprise value which it estimates at approximately $ 1.5 billion. Chapter 11 Cases On August 6, 2023 (the “Petition Date”), Yellow Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed a voluntary petition (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On the Petition Date, the Company Parties filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption “ In re: Yellow Corporation, et al. ” |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events Voluntary Petition for Reorganization On August 6, 2023, the Company and certain of its direct and indirect subsidiaries filed the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. On the Petition Date, the Company Parties filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption “ In re: Yellow Corporation, et al. ” The Company Parties will continue to manage their business and properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On the Petition Date, the Company Parties filed certain motions with the Court generally designed to facilitate the Company Parties’ transition into Chapter 11. These motions seek authority from the Court for the Company Parties to obtain debtor-in-possession financing and make payments upon, or otherwise honor, certain obligations that arose prior to the Petition Date, including obligations related to employee wages, salaries and benefits, taxes, and certain vendors and other providers of goods and services that were, and in some cases continue to be, essential to the Company Parties’ businesses. On August 9, 2023 the Court approved the relief sought in these motions on an interim basis. Delisting of our Common Stock from NASDAQ On August 7, 2023, the Company received a letter from Nasdaq indicating that as a result of the Company Parties filing the Chapter 11 Cases on August 6, 2023, and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the Nasdaq Staff determined that the Company’s securities will be delisted from The Nasdaq Stock Market. The letter advises that Nasdaq will suspend trading of the Company’s common stock at the opening of business on August 16, 2023 and that Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission to effect the delisting of the common stock unless the Company requests an appeal of this determination. The Company does not intend to appeal Nasdaq’s decision. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 ("GAAP") 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 GAAP 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, 2022 (the "2022 Form 10-K”). Operating results for the three and six months ended June 30, 2023 , are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2023 or other reporting periods. |
Debt Maturity and Covenants, Liquidity, Bankruptcy, and Ability to Continue as a Going Concern | Debt Maturity and Covenants, Liquidity, Bankruptcy, and Ability to Continue as a Going Concern The Company has current debt with a par value of $ 1,303.8 million, of which $ 566.8 million has a stated maturity of June 30, 2024 and $ 737.0 million has a stated maturity of September 30, 2024. However, all of this debt is presented as current on the consolidated balance sheet, as further described below. As of June 30, 2023, the Company had cash and cash equivalents and Managed Accessibility of $ 102.2 million. The table below summarizes cash and cash equivalents and Managed Accessibility as of June 30, 2023 and December 31, 2022: (in millions) June 30, 2023 December 31, 2022 Cash and cash equivalents $ 112.8 $ 235.1 Less: amounts placed into restricted cash subsequent to period end ( 15.0 ) — Managed Accessibility 4.4 6.7 Total cash and cash equivalents and Managed Accessibility $ 102.2 $ 241.8 Beginning in the fourth quarter of 2022 and continuing through the second quarter of 2023, the freight industry and the Company experienced a decline in freight volumes on a year-over-year basis. The economic impact of this decline, coupled with the delay in the implementation of Phase Two of One Yellow (“Phase Two”), has negatively impacted our current and forecasted liquidity levels. As freight volumes began to decline, to maintain adequate liquidity, the Company took actions including layoffs, non-union reductions in workforce, reductions in capital expenditures, and requests for the deferment of payments to various parties, including union health, welfare, and pension fund payments. The decline in freight volumes and delay in implementing Phase Two has negatively impacted income and EBITDA in 2023. Under each of our debt agreements we are required to maintain at least $ 200.0 million in Adjusted EBITDA on a trailing-twelve-month (“TTM”) basis measured each quarter until maturity. In anticipation of our inability to satisfy this covenant in the second quarter, the Company amended our relevant debt agreements to waive the Adjusted EBITDA covenant for certain reporting periods. Specifically, the Term Loan covenant was waived for the quarters ending June 30, 2023, and September 30, 2023, and the UST Loans for the quarter ending June 30, 2023. As a result of these amendments, we remained in compliance with our debt agreements as of June 30, 202 3, however, in anticipation of not complying with the UST Loans covenants for September 30, 2023, have classified that debt as current. As a result of deferring payment to certain of our union health and welfare, and pension funds on July 15, 2023, those funds determined to cease certain benefits coverage. On July 17, 2023, the IBT cited that cessation as its basis to issue a 72-hour strike notice, and that such strike activity shall commence any time on or after Monday July 24, 2023. On July 23, 2023, these certain union health, welfare and pension funds determined to extend health care benefits coverage for 30 days; the IBT then recalled the strike notice. However, the threat of a strike led to drastic and unprecedented shipment declines the week of July 17 as customers needed to ensure their shipments could be serviced without interruption and not caught up in a strike of undetermined length. The significant negative impact on cash flows resulting from the diversion of freight to other carriers, in addition to the forecasted payment of the deferred union health, welfare and pension fund payments, resulted in the Company projecting to fall below the $ 35 million minimum liquidity requirement under the amended debt agreements. As discussed further in Note 8- Subsequent Events, on August 6, 2023 (the “Petition Date”), the Company and certain of its subsidiaries (collectively, the “Company Parties”) commenced a voluntary petition (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The commencement of the Chapter 11 Cases constitutes an event of default or termination event under all debt agreements of the Company. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed most actions against the Company Parties, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Company Parties' property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Company Parties' Chapter 11 Cases also automatically stayed the filing of most legal proceedings and other actions against or on behalf of the Company Parties or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Company Parties' bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. In accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Management considered the Company’s current financial condition and liquidity sources, including cash and managed accessibility, forecasted future cash flows and the Company’s obligations due before August 14, 2024. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to significant uncertainty. While operating as a debtor-in-possession entity pursuant to the Bankruptcy Code, we may sell, or otherwise dispose of or liquidate, assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in the accompanying unaudited Interim Consolidated Financial Statements. Further, the Chapter 11 plan is likely to materially change the amounts and classifications of assets and liabilities reported in our unaudited Interim Consolidated Balance Sheet as of June 30, 2023 going forward. In performing this evaluation, we concluded that under the standards of ASC 205-40, substantial doubt exists about our ability to continue as a going concern due to the risks and uncertainties surrounding the Chapter 11 Cases, the defaults under our debt agreements and our financial condition. Our future plans, including those in connection with the Chapter 11 Cases, are not yet finalized, fully executed or approved by the Bankruptcy Court, and therefore cannot be deemed probable of mitigating this substantial doubt within 12 months of the date of issuance of these financial statements. Our consolidated financial statements included herein do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern and instead have been prepared assuming that the Company will continue as a going concern and contemplating the realization of assets and the satisfaction of our liabilities and commitments incurred in the normal course of business. A potential result of the Company ceasing its ongoing contributions in the multi-employer pension plan funds in which our union employees participate (the “MEPP Funds”) is exposure to penalties including potential withdrawal liabilities from those MEPP Funds. The assertion and communication of a withdraw liability by the MEPP Funds would result in a material adverse effect on the Company’s liability balances, as the estimated withdrawal liabilities which may be asserted are in excess of $ 6.5 billion. It is unclear by what extent this amount may be reduced by the American Rescue Plan Special Financial Assistance Program that has awarded over $ 50 billion in financial assistance to funds, including many of the MEPP Funds. |
Use of Estimates | Use of Estimates Management makes estimates and assumptions when preparing the financial statements in conformity with GAAP which affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Property and Equipment | Property and Equipment In connection with its network optimization, without sacrificing geographical service coverage, Yellow plans to close and sell excess owned facilities that have overlapping service territories. On May 17, 2023, the Company entered a sales-type lease with a third party for one of these excess terminals on a short-term basis. We recognized an immaterial amount of lease income from the intervening periods in our June 30, 2023 Statements of Consolidated Comprehensive Income (Loss). On July 7, 2023, the Company closed on the sale of this same terminal for a price of $ 80.0 million and a resulting gain of approximately $ 75.9 million, reported as "Gains on property disposals, net" on the Statements of Consolidated Comprehensive Income (Loss). The net proceeds of $ 79.5 million were used to pay down a portion of the term loan. As of June 30, 2023, a receivable of $ 79.8 million, which is the sale price net of rent received prior to the report date, is included in "Prepaid expenses and Other" on the Consolidated Balance Sheets. |
Disaggregation of Revenue | 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: Three Months Six Months (in millions) 2023 2022 2023 2022 LTL revenue $ 1,022.2 $ 1,282.8 $ 2,077.2 $ 2,412.4 Other revenue (a) 104.6 140.9 208.2 271.7 Total revenue $ 1,126.8 $ 1,423.7 $ 2,285.4 $ 2,684.1 (a) Other revenue is primarily comprised of truckload shipments . |
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) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents and Managed Accessibility | The table below summarizes cash and cash equivalents and Managed Accessibility as of June 30, 2023 and December 31, 2022: (in millions) June 30, 2023 December 31, 2022 Cash and cash equivalents $ 112.8 $ 235.1 Less: amounts placed into restricted cash subsequent to period end ( 15.0 ) — Managed Accessibility 4.4 6.7 Total cash and cash equivalents and Managed Accessibility $ 102.2 $ 241.8 |
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: Three Months Six Months (in millions) 2023 2022 2023 2022 LTL revenue $ 1,022.2 $ 1,282.8 $ 2,077.2 $ 2,412.4 Other revenue (a) 104.6 140.9 208.2 271.7 Total revenue $ 1,126.8 $ 1,423.7 $ 2,285.4 $ 2,684.1 (a) Other revenue is primarily comprised of truckload shipments . |
Debt and Financing (Tables)
Debt and Financing (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | Our outstanding debt as of June 30, 2023, consisted of the following: (in millions) Par Value Discount Commitment Debt Book Value Effective UST Loan Tranche A (a) $ 337.0 $ — $ ( 5.9 ) $ ( 1.4 ) 329.7 (b) 11.0 % UST Loan Tranche B 400.0 — ( 7.8 ) ( 1.9 ) 390.3 (b) 10.6 % Term Loan (a) 566.8 ( 5.6 ) — ( 14.2 ) 547.0 (c) 13.5 % ABL Facility — — — — — N/A Lease financing obligations 210.5 — — ( 0.1 ) 210.4 (d) 17.6 % Total debt $ 1,514.3 $ ( 5.6 ) $ ( 13.7 ) $ ( 17.6 ) $ 1,477.4 Current maturities of UST Loan Tranche A ( 337.0 ) — 5.9 1.4 ( 329.7 ) Current maturities of UST Loan Tranche B ( 400.0 ) — 7.8 1.9 ( 390.3 ) Current maturities of Term Loan ( 566.8 ) 5.6 — 14.2 ( 547.0 ) Current maturities of lease financing obligations ( 7.6 ) — — 0.1 ( 7.5 ) Long-term debt $ 202.9 $ — $ — $ — $ 202.9 (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 %. The Company is committed to a 6-month LIBOR ending in December 2023. (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 %. The Company is committed to a 3-month LIBOR ending in September 2023. Subsequent periods will utilize SOFR. (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. The remaining term of these obligations ranges between 2024 and 2032 with right of renewal options available. |
Schedule of Maturities of Long-term Debt | The principal maturities over the next five years and thereafter of total debt as of June 30, 2023, based on stated maturity dates in respective agreements are as follows: (in millions) Principal Maturity Amount 2023 - remaining portion $ 3.9 2024 (a) 1,311.2 2025 9.5 2026 10.2 2027 13.3 Thereafter 166.2 Total $ 1,514.3 (a) The UST Loans included in this balance have a stated maturity date of September 30, 2024, but the debt is classified as current as of June 30, 2023 on the Consolidated Balance Sheet as result of the Company projecting a violation of related covenants for the September 30, 2023 period with no covenant waiver. |
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: June 30, 2023 December 31, 2022 (in millions) Book Value Fair Value Book Value Fair Value UST Loans $ 720.0 $ 709.5 $ 701.4 $ 703.6 Term Loan 547.0 562.2 556.8 523.6 Second A&R CDA — — 66.0 66.3 Lease financing obligations 210.4 211.9 213.8 213.7 Total debt $ 1,477.4 $ 1,483.6 $ 1,538.0 $ 1,507.2 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Assets, Liabilities and Other Information | Leases (in millions) June 30, 2023 December 31, 2022 Assets Operating lease right-of-use assets $ 123.1 $ 139.7 Liabilities Current operating lease liabilities $ 43.0 $ 53.1 Noncurrent operating lease liabilities 89.2 94.6 Total lease liabilities $ 132.2 $ 147.7 Other Information Weighted-average remaining lease term - operating leases (years) 5.3 5.4 Weighted-average discount rate - operating leases 10.7 % 10.7 % |
Summary of Lease Cost | Three Months Six Months Lease Cost (in millions) 2023 2022 2023 2022 Operating lease cost (a) $ 18.9 $ 25.6 $ 38.7 $ 52.8 Short-term cost (b) 6.2 7.3 13.0 12.3 Variable lease cost (b) 1.6 1.9 3.3 6.6 Total lease cost $ 26.7 $ 34.8 $ 55.0 $ 71.7 (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 Other Information | Three Months Six Months Other Information (in millions) 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18.6 $ 24.7 $ 37.9 $ 53.2 Leased assets obtained in exchange for new operating lease liabilities $ 1.8 $ 3.3 $ 4.8 $ 4.2 |
Summary of Remaining Maturities of Lease Liabilities | The maturities over the next five years and thereafter of lease liabilities as of June 30, 2023 are as follows: Remaining Maturities of Lease Liabilities (in millions) Operating Leases 2023 - remaining portion $ 36.3 2024 39.8 2025 26.3 2026 20.7 2027 16.4 After 2027 39.6 Total lease payments $ 179.1 Less: Imputed interest 46.9 Present value of lease liabilities $ 132.2 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Six Months (in millions) 2023 2022 2023 2022 Interest cost $ 8.0 $ 5.9 $ 16.0 $ 11.8 Expected return on plan assets ( 8.8 ) ( 8.5 ) ( 17.6 ) ( 17.0 ) Amortization of prior net losses 1.9 2.2 3.8 4.4 Amortization of prior net service credit ( 0.1 ) ( 0.1 ) ( 0.2 ) ( 0.2 ) Total net periodic pension expense (benefit) $ 1.0 $ ( 0.5 ) $ 2.0 $ ( 1.0 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Dilutive Earnings (Loss) Per Share | Our calculations for basic and dilutive earnings (loss) per share for three and six months ended June 30, 2023 and 2022 are as follows: Three Months Six Months (dollars in millions, except per share data; shares and stock units in thousands) 2023 2022 2023 2022 Basic and dilutive net income (loss) available to common shareholders $ ( 14.7 ) $ 60.0 $ ( 69.3 ) $ 32.5 Basic weighted average shares outstanding 52,010 51,342 51,871 51,217 Effect of dilutive securities: Unvested shares and stock units (a) — 793 — 966 Dilutive weighted average shares outstanding 52,010 52,135 51,871 52,183 Basic earnings (loss) per share (b) $ ( 0.28 ) $ 1.17 $ ( 1.34 ) $ 0.64 Diluted earnings (loss) per share (b) $ ( 0.28 ) $ 1.15 $ ( 1.34 ) $ 0.62 (a) Includes unvested shares of Common Stock, unvested stock units and vested stock units for which the underlying Common Stock has not been distributed.(b) Earnings (loss) per share is based on unrounded figures and not the rounded figures presented. |
Basis of Presentation - Additio
Basis of Presentation - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jul. 07, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2024 | Jun. 30, 2024 | |
Revenue from External Customer [Line Items] | |||||||
Debt due | $ 1,303.8 | $ 1,303.8 | |||||
Cash, cash equivalents and managed accessibility | 102.2 | 102.2 | |||||
Minimum adjusted EBITDA | 200 | ||||||
Debt instrument, minimum liquidity requirement | 35 | 35 | |||||
Sale of termianl price | $ 80 | ||||||
Gains on property disposals, net | $ (75.9) | (75.9) | $ (3.2) | (76.4) | $ (8.7) | ||
Payment of portion of term loan | $ 79.5 | ||||||
Sale price net of rent received | 79.8 | ||||||
Asserted withdrawal liabilities | 6,500 | ||||||
Maximum funds receiving from financial assistance | $ 50,000 | ||||||
Scenario Forecast | |||||||
Revenue from External Customer [Line Items] | |||||||
Debt due | $ 737 | $ 566.8 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Cash and Cash Equivalents and Managed Accessibility (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 112.8 | $ 235.1 |
Total cash and cash equivalents and Managed Accessibility | 102.2 | |
2014 ABL Facility Credit Agreement | ||
Debt Instrument [Line Items] | ||
Cash and cash equivalents | 112.8 | 235.1 |
Less: amounts placed into restricted cash subsequent to period end | (15) | 0 |
Managed accessibility | 4.4 | 6.7 |
Total cash and cash equivalents and Managed Accessibility | $ 102.2 | $ 241.8 |
Basis of Presentation - Disaggr
Basis of Presentation - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from External Customer [Line Items] | ||||
Operating Revenue | $ 1,126.8 | $ 1,423.7 | $ 2,285.4 | $ 2,684.1 |
LTL revenue | ||||
Revenue from External Customer [Line Items] | ||||
Operating Revenue | 1,022.2 | 1,282.8 | 2,077.2 | 2,412.4 |
Other revenue | ||||
Revenue from External Customer [Line Items] | ||||
Operating Revenue | $ 104.6 | $ 140.9 | $ 208.2 | $ 271.7 |
Debt and Financing - Schedule o
Debt and Financing - Schedule of Outstanding Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Par Value | $ 1,514.3 | ||
Discount | (5.6) | ||
Commitment Fee | (13.7) | ||
Debt Issuance Costs | (17.6) | ||
Book Value | 1,477.4 | ||
Book Value, Current Maturities | (1,274.5) | $ (71.8) | |
Par Value, Excluding Current Maturities | 202.9 | ||
Premium (Discount), Excluding Current Maturities | 0 | ||
Commitment Fee, Excluding Current Maturities | 0 | ||
Debt Issuance Costs, Noncurrent | 0 | ||
Book Value, Excluding Current Maturities | 202.9 | $ 1,466.2 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Par Value | [1] | 566.8 | |
Discount | [1] | (5.6) | |
Commitment Fee | 0 | ||
Debt Issuance Costs | [1] | (14.2) | |
Deferred Issuance Costs, Current | 14.2 | ||
Book Value | [1] | $ 547 | |
Effective Interest Rate | [1] | 13.50% | |
Par Value, Current Maturities | $ 566.8 | ||
Book Value, Current Maturities | (547) | ||
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 | |||
Debt Instrument [Line Items] | |||
Discount | 0 | ||
Commitment Fee | (5.9) | ||
Deferred Issuance Costs, Current | 1.4 | ||
Par Value, Current Maturities | 337 | ||
Book Value, Current Maturities | (329.7) | ||
Tranche A | UST Loan | |||
Debt Instrument [Line Items] | |||
Par Value | [1] | 337 | |
Commitment Fee | [1] | (5.9) | |
Debt Issuance Costs | (1.9) | ||
Book Value | [1] | $ 329.7 | |
Effective Interest Rate | [1] | 11% | |
Tranche B | |||
Debt Instrument [Line Items] | |||
Discount | $ 0 | ||
Commitment Fee | (7.8) | ||
Deferred Issuance Costs, Current | 1.9 | ||
Par Value, Current Maturities | (400) | ||
Book Value, Current Maturities | (390.3) | ||
Tranche B | UST Loan | |||
Debt Instrument [Line Items] | |||
Par Value | 400 | ||
Discount | 0 | ||
Commitment Fee | 7.8 | ||
Debt Issuance Costs | [1] | (1.4) | |
Book Value | $ 390.3 | ||
Effective Interest Rate | 10.60% | ||
Lease financing obligations | |||
Debt Instrument [Line Items] | |||
Par Value | $ 210.5 | ||
Discount | 0 | ||
Commitment Fee | 0 | ||
Debt Issuance Costs | (0.1) | ||
Deferred Issuance Costs, Current | 0.1 | ||
Book Value | $ 210.4 | ||
Effective Interest Rate | 17.60% | ||
Par Value, Current Maturities | $ (7.6) | ||
Book Value, Current Maturities | $ (7.5) | ||
[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. |
Debt and Financing - Schedule_2
Debt and Financing - Schedule of Outstanding Debt (Parenthetical) (Details) - LIBOR | 6 Months Ended |
Jun. 30, 2023 | |
U S Treasury Loan [Member] | |
Debt Instrument [Line Items] | |
Floor interest rate | 1% |
Basis spread on variable rate | 3.50% |
Term Loan [Member] | |
Debt Instrument [Line Items] | |
Floor interest rate | 1% |
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 | Jun. 30, 2023 USD ($) | |
Debt Disclosure [Abstract] | ||
2023 - remaining portion | $ 3.9 | |
2024 | 1,311.2 | [1] |
2025 | 9.5 | |
2026 | 10.2 | |
2027 | 13.3 | |
Thereafter | 166.2 | |
Total | $ 1,514.3 | |
[1] (a) The UST Loans included in this balance have a stated maturity date of September 30, 2024, but the debt is classified as current as of June 30, 2023 on the Consolidated Balance Sheet as result of the Company projecting a violation of related covenants for the September 30, 2023 period with no covenant waiver. |
Debt and Financing - Schedule_4
Debt and Financing - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 1,477.4 | $ 1,538 |
Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,483.6 | 1,507.2 |
UST Loan | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 720 | 701.4 |
UST Loan | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 709.5 | 703.6 |
Term Loan | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 547 | 556.8 |
Term Loan | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 562.2 | 523.6 |
Lease financing obligations | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 210.4 | 213.8 |
Lease financing obligations | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 211.9 | 213.7 |
Second A&R CDA | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 66 |
Second A&R CDA | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 66.3 |
Debt and Financing (Additional
Debt and Financing (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||
Exit Fee | In connection with this amendment, the Company incurred an exit fee equal to $11.3 million (two percent of the outstanding Term Loan as of June 30, 2023), which is payable upon successful termination, conversion or full payment of the Term Loan. | |
Debt instrument, minimum liquidity requirement | $ 35 | |
Term loan exit fee | $ 11.3 | |
Scenario Forecast | ||
Debt Instrument [Line Items] | ||
Acceleration of non-cash expense | $ 27 |
Leases - Summary of Assets, Lia
Leases - Summary of Assets, Liabilities and Other Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 123.1 | $ 139.7 |
Current operating lease liabilities | 43 | 53.1 |
Noncurrent operating lease liabilities | 89.2 | 94.6 |
Total lease liabilities | $ 132.2 | $ 147.7 |
Weighted-average remaining lease term - operating leases (years) | 5 years 3 months 18 days | 5 years 4 months 24 days |
Weighted-average discount rate - operating leases | 10.70% | 10.70% |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Leases [Abstract] | |||||
Operating lease cost | [1] | $ 18.9 | $ 25.6 | $ 38.7 | $ 52.8 |
Short-term cost | [2] | 6.2 | 7.3 | 13 | 12.3 |
Variable lease cost | [2] | 1.6 | 1.9 | 3.3 | 6.6 |
Total lease cost | $ 26.7 | $ 34.8 | $ 55 | $ 71.7 | |
[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. These operating expenses are classified and recorded primarily within purchased transportation. |
Leases - Summary of Other Infor
Leases - Summary of Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 18.6 | $ 24.7 | $ 37.9 | $ 53.2 |
Leased assets obtained in exchange for new operating lease liabilities | $ 1.8 | $ 3.3 | $ 4.8 | $ 4.2 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 - remaining portion | $ 36.3 | |
2024 | 39.8 | |
2025 | 26.3 | |
2026 | 20.7 | |
2027 | 16.4 | |
After 2027 | 39.6 | |
Total lease payments | 179.1 | |
Less: imputed interest | 46.9 | |
Present value of lease liabilities | $ 132.2 | $ 147.7 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax | Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax | Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax | Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax |
Interest cost | $ 8 | $ 5.9 | $ 16 | $ 11.8 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Net of Tax | Other Comprehensive Income (Loss), Net of Tax | Other Comprehensive Income (Loss), Net of Tax | Other Comprehensive Income (Loss), Net of Tax |
Expected return on plan assets | $ (8.8) | $ (8.5) | $ (17.6) | $ (17) |
Amortization of prior net losses | $ 1.9 | $ 2.2 | $ 3.8 | $ 4.4 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax | Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax | Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax | Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax |
Amortization of prior net service credit | $ (0.1) | $ (0.1) | $ (0.2) | $ (0.2) |
Total net periodic pension expense (benefit) | $ 1 | $ (0.5) | $ 2 | $ (1) |
Earnings (Loss) Per Share -Sche
Earnings (Loss) Per Share -Schedule of Basic and Dilutive Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Basic and dilutive net income (loss) available to common shareholders | $ (14.7) | $ 60 | $ (69.3) | $ 32.5 |
Basic weighted average shares outstanding | 52,010 | 51,342 | 51,871 | 51,217 |
Effect of dilutive securities: | ||||
Unvested shares and stock units | 0 | 793 | 0 | 966 |
Dilutive weighted average shares outstanding | 52,010 | 52,135 | 51,871 | 52,183 |
Basic earnings (loss) per share | $ (0.28) | $ 1.17 | $ (1.34) | $ 0.64 |
Diluted earnings (loss) per share | $ (0.28) | $ 1.15 | $ (1.34) | $ 0.62 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Line Items] | ||||
Dilutive securities for the period | 0 | 793,000 | 0 | 966,000 |
Anti-Dilutive Unvested Shares and Options | ||||
Earnings Per Share [Line Items] | ||||
Anti-dilutive unvested shares, options and stock units | 992,000 | 635,000 |
Commitments, Contingencies an_2
Commitments, Contingencies and Uncertainties (Details) $ in Millions | Jun. 27, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Amount of damage for Union's obstruction | $ 137 |
Amount of loss | $ 1,500 |