Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 25, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | YRC Worldwide Inc. | |
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 | 36,251,688 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 121.3 | $ 227.6 |
Restricted amounts held in escrow | 0 | 0 |
Accounts receivable, net | 514.3 | 470.3 |
Prepaid expenses and other | 44.3 | 58.7 |
Total current assets | 679.9 | 756.6 |
Property and Equipment: | ||
Cost | 2,769.9 | 2,765.9 |
Less – accumulated depreciation | (1,987.5) | (1,969.8) |
Net property and equipment | 782.4 | 796.1 |
Operating lease right-of-use assets | 400.4 | 0 |
Other assets | 54.4 | 64.4 |
Total Assets | 1,917.1 | 1,617.1 |
Liabilities and Shareholders’ Deficit | ||
Accounts payable | 176.5 | 178 |
Wages, vacations and employee benefits | 230 | 223.6 |
Current operating lease liabilities | 116.1 | 0 |
Claims and insurance accruals | 118.4 | 112.8 |
Other accrued taxes | 27.9 | 24.7 |
Other current and accrued liabilities | 26.7 | 32.6 |
Current maturities of long-term debt | 4.3 | 20.7 |
Total current liabilities | 699.9 | 592.4 |
Other Liabilities: | ||
Long-term debt, less current portion | 860.7 | 854.2 |
Deferred income taxes, net | 0.2 | 1.8 |
Pension and postretirement | 189.2 | 202.9 |
Operating lease liabilities | 267.1 | 0 |
Claims and other liabilities | 280.7 | 271.3 |
Commitments and contingencies | ||
Shareholders’ Deficit: | ||
Preferred stock, $1 par value per share | 0 | 0 |
Common stock, $0.01 par value per share | 0.3 | 0.3 |
Capital surplus | 2,332 | 2,327.6 |
Accumulated deficit | (2,297.1) | (2,208.4) |
Accumulated other comprehensive loss | (323.2) | (332.3) |
Treasury stock, at cost (410 shares) | (92.7) | (92.7) |
Total shareholders’ deficit | (380.7) | (305.5) |
Total Liabilities and Shareholders’ Deficit | $ 1,917.1 | $ 1,617.1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Treasury stock, shares (in shares) | 410 | 410 |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Operating Revenue | $ 1,256.8 | $ 1,303.6 | $ 3,711.7 | $ 3,844.6 |
Operating Expenses: | ||||
Salaries, wages and employee benefits | 756.2 | 743 | 2,256.7 | 2,228.7 |
Fuel, operating expenses and supplies | 218.9 | 233.6 | 683.1 | 705.8 |
Purchased transportation | 160.7 | 183.4 | 465 | 516 |
Depreciation and amortization | 37.2 | 34.9 | 115.7 | 110.2 |
Other operating expenses | 59 | 65.6 | 180.2 | 188.8 |
(Gains) losses on property disposals, net | 1 | 1.9 | (3.6) | 7.3 |
Impairment charges | 0 | 0 | 8.2 | 0 |
Total operating expenses | 1,233 | 1,262.4 | 3,705.3 | 3,756.8 |
Operating Income | 23.8 | 41.2 | 6.4 | 87.8 |
Nonoperating Expenses: | ||||
Interest expense | 27.9 | 26.6 | 83.1 | 77.7 |
Loss on extinguishment of debt | 11.2 | 0 | 11.2 | 0 |
Non-union pension and postretirement benefits | 2 | 6.9 | 2.8 | 6 |
Other, net | (0.8) | 0.1 | (0.9) | (0.8) |
Nonoperating expenses, net | 40.3 | 33.6 | 96.2 | 82.9 |
Income (loss) before income taxes | (16.5) | 7.6 | (89.8) | 4.9 |
Income tax expense (benefit) | (0.5) | 4.7 | (1.1) | 2.2 |
Net income (loss) | (16) | 2.9 | (88.7) | 2.7 |
Other comprehensive income, net of tax | 3.6 | 12.2 | 9.1 | 18.5 |
Comprehensive Income (Loss) | $ (12.4) | $ 15.1 | $ (79.6) | $ 21.2 |
Average Common Shares Outstanding – Basic (in shares) | 33,259 | 33,051 | 33,098 | 32,827 |
Average Common Shares Outstanding – Diluted (in shares) | 33,259 | 33,995 | 33,098 | 33,755 |
Basic and Diluted Loss Per Share | ||||
Income (loss) Per Share – Basic (in dollars per share) | $ (0.48) | $ 0.09 | $ (2.68) | $ 0.08 |
Income (loss) Per Share – Diluted (in dollars per share) | $ (0.48) | $ 0.09 | $ (2.68) | $ 0.08 |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Activities: | ||
Net income (loss) | $ (88.7) | $ 2.7 |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | ||
Depreciation and amortization | 115.7 | 110.2 |
Lease amortization and accretion expense | 124.7 | 0 |
Lease payments | (113.4) | 0 |
Equity-based compensation and employee benefits expense | 14.4 | 16.2 |
(Gains) losses on property disposals, net | (3.6) | 7.3 |
Impairment charges | 8.2 | 0 |
Deferred income tax benefit, net | (2.3) | 0 |
Non-union pension settlement charge | 1.7 | 7.2 |
Loss on extinguishment of debt | 11.2 | 0 |
Other non-cash items, net | 4.1 | 4.9 |
Changes in assets and liabilities, net: | ||
Accounts receivable | (42.8) | (58.9) |
Accounts payable | (3.1) | 32.9 |
Other operating assets | 0.6 | 3.1 |
Other operating liabilities | (13.3) | 32.3 |
Net cash provided by operating activities | 13.4 | 157.9 |
Investing Activities: | ||
Acquisition of property and equipment | (111.5) | (92.4) |
Proceeds from disposal of property and equipment | 9.9 | 4.9 |
Net cash used in investing activities | (101.6) | (87.5) |
Financing Activities: | ||
Issuance of long-term debt, net of discounts | 570 | 0 |
Repayments of long-term debt | (576.2) | (20.9) |
Debt issuance costs | (11.1) | 0 |
Payments for tax withheld on equity-based compensation | (0.8) | (2) |
Net cash used in financing activities | (18.1) | (22.9) |
Net Increase (Decrease) In Cash, Cash Equivalents and Restricted Amounts Held in Escrow | (106.3) | 47.5 |
Cash, Cash Equivalents and Restricted Amounts Held in Escrow, Beginning of Period | 227.6 | 145.7 |
Cash, Cash Equivalents and Restricted Amounts Held in Escrow, End of Period | 121.3 | 193.2 |
Supplemental Cash Flow Information: | ||
Interest paid | (77.8) | (71.3) |
Income tax payment, net | $ (2.6) | $ (3.7) |
Statement of Consolidated Share
Statement of Consolidated Shareholders' Deficit (Unaudited) - USD ($) $ in Millions | Total | Preferred Stock: | Common Stock: | Capital Surplus: | Accumulated Deficit: | Accumulated Other Comprehensive Loss: | Amortization of prior net losses | Amortization of prior service credit | Foreign currency translation adjustments | Settlement adjustment | Net actuarial gain | Treasury Stock, At Cost: |
Beginning balance at Dec. 31, 2017 | $ (353.5) | $ 0 | $ 0.3 | $ 2,323.3 | $ (2,228.6) | $ (355.8) | $ (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 0.2 | 0.2 | ||||||||||
Net income (loss) | (14.6) | (14.6) | ||||||||||
Change in other comprehensive income | $ 3.8 | $ (0.1) | $ (1.7) | |||||||||
Ending balance at Mar. 31, 2018 | (365.9) | 0 | 0.3 | 2,323.5 | (2,243.2) | (353.8) | (92.7) | |||||
Beginning balance at Dec. 31, 2017 | (353.5) | 0 | 0.3 | 2,323.3 | (2,228.6) | (355.8) | (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 2.7 | |||||||||||
Ending balance at Sep. 30, 2018 | (328.8) | 0 | 0.3 | 2,326.8 | (2,225.9) | (337.3) | (92.7) | |||||
Beginning balance at Mar. 31, 2018 | (365.9) | 0 | 0.3 | 2,323.5 | (2,243.2) | (353.8) | (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 3.1 | 3.1 | ||||||||||
Net income (loss) | 14.4 | 14.4 | ||||||||||
Change in other comprehensive income | 3.8 | (0.1) | 0.6 | |||||||||
Ending balance at Jun. 30, 2018 | (344.1) | 0 | 0.3 | 2,326.6 | (2,228.8) | (349.5) | (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 0.2 | 0.2 | ||||||||||
Net income (loss) | 2.9 | 2.9 | ||||||||||
Change in other comprehensive income | 3.5 | (0.1) | 0.9 | $ 7.2 | $ 0.7 | |||||||
Ending balance at Sep. 30, 2018 | (328.8) | 0 | 0.3 | 2,326.8 | (2,225.9) | (337.3) | (92.7) | |||||
Beginning balance at Dec. 31, 2018 | (305.5) | 0 | 0.3 | 2,327.6 | (2,208.4) | (332.3) | (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 1.6 | 1.6 | ||||||||||
Net income (loss) | (49.1) | (49.1) | ||||||||||
Change in other comprehensive income | 3.2 | (0.1) | 0.4 | |||||||||
Ending balance at Mar. 31, 2019 | (349.5) | 0 | 0.3 | 2,329.2 | (2,257.5) | (328.8) | (92.7) | |||||
Beginning balance at Dec. 31, 2018 | (305.5) | 0 | 0.3 | 2,327.6 | (2,208.4) | (332.3) | (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (88.7) | |||||||||||
Ending balance at Sep. 30, 2019 | (380.7) | 0 | 0.3 | 2,332 | (2,297.1) | (323.2) | (92.7) | |||||
Beginning balance at Mar. 31, 2019 | (349.5) | 0 | 0.3 | 2,329.2 | (2,257.5) | (328.8) | (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 1 | 1 | ||||||||||
Net income (loss) | (23.6) | (23.6) | ||||||||||
Change in other comprehensive income | 1.6 | (0.1) | 0.5 | |||||||||
Ending balance at Jun. 30, 2019 | (370.1) | 0 | 0.3 | 2,330.2 | (2,281.1) | (326.8) | (92.7) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | 1.8 | 1.8 | ||||||||||
Net income (loss) | (16) | (16) | ||||||||||
Change in other comprehensive income | $ 2.5 | $ (0.1) | $ (0.8) | $ 1.7 | $ 0.3 | |||||||
Ending balance at Sep. 30, 2019 | $ (380.7) | $ 0 | $ 0.3 | $ 2,332 | $ (2,297.1) | $ (323.2) | $ (92.7) |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business YRC Worldwide Inc. (also referred to as “YRC Worldwide,” 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. Our reporting segments include the following: • YRC Freight is the reporting segment that focuses on longer haul business opportunities with national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management. This reporting segment includes LTL subsidiaries YRC Inc. and YRC Freight Canada Company (both doing business as, and herein referred to as, “YRC Freight”) and HNRY Logistics, Inc. (“HNRY Logistics”), our customer-specific logistics solutions provider. In addition to the United States and Canada, YRC Freight also serves parts of Mexico and Puerto Rico. • Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. Regional Transportation is comprised of USF Holland LLC (“Holland”), New Penn Motor Express LLC (“New Penn”) and USF Reddaway Inc. (“Reddaway”). These companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, and Puerto Rico. At September 30, 2019 , approximately 79% of our labor force is subject to collective bargaining agreements, which predominantly expire on March 31, 2024. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements include the accounts of YRC Worldwide and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. The quarters of the Regional Transportation companies (with the exception of New Penn) consist of thirteen weeks that end on a Saturday either before or after the end of March, June and September, whereas all other operating segment quarters end on the natural calendar quarter end. For ease of reference, the calendar quarter end dates are used herein. We make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and notes. Actual results could differ from those estimates. We have prepared the Consolidated Financial Statements, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, we have made all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods included in these financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted from these statements pursuant to SEC rules and regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 . Revenue Disaggregation We considered the disclosure requirements for revenue disaggregation guidance in ASC Topic 606, Revenue from Contracts with Customers , and noted that our segments disaggregate our revenues based on geographic and time-based factors as our Regional Transportation segment carriers operate in a smaller geographic footprint and have a shorter length of haul as compared to our YRC Freight segment. For additional information, see the “Business Segments” footnote to the consolidated financial statements. The following table presents disaggregated revenue by revenue source between LTL shipments and total. LTL shipments are defined as shipments less than 10,000 pounds. Beginning in 2019, the Company disaggregated revenue for reporting of key operating metrics, including volume and yield metrics, due to the impacts from shipments over 10,000 pounds. Three Months Nine Months YRC Freight segment (in millions) 2019 2018 2019 2018 LTL revenue $ 739.4 $ 756.1 $ 2,162.0 $ 2,212.8 Other revenue 63.8 66.0 185.8 188.2 Total revenue $ 803.2 $ 822.1 $ 2,347.8 $ 2,401.0 Three Months Nine Months Regional Transportation segment (in millions) 2019 2018 2019 2018 LTL revenue $ 421.6 $ 443.7 $ 1,264.8 $ 1,326.3 Other revenue 32.0 37.8 99.2 117.5 Total revenue $ 453.6 $ 481.5 $ 1,364.0 $ 1,443.8 Three Months Nine Months Consolidated (in millions) 2019 2018 2019 2018 LTL revenue $ 1,161.0 $ 1,199.8 $ 3,426.8 $ 3,539.1 Other revenue 95.8 103.8 284.9 305.5 Total revenue $ 1,256.8 $ 1,303.6 $ 3,711.7 $ 3,844.6 Newly-Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases , which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Additional qualitative and quantitative disclosures, including significant judgments made by management, are required. The new standard became effective for the Company for its annual reporting period beginning January 1, 2019, including interim periods within that reporting period. The Company adopted the standard using a modified retrospective approach with the effective date of the standard as the date of initial application. The Company elected the package of three practical expedients which allows entities to not reassess initial direct costs, lease classification for existing or expired leases, and lease definition for existing or expired contracts as of the effective date of January 1, 2019. Additionally, the Company did not elect the hindsight method practical expedient which would have allowed us to reassess lease terms and impairment. For leases with a term of twelve months or less, the Company has made an accounting policy election in which the right of use lease (“ROU”) asset and lease liability will not be recognized on the consolidated balance sheet. The Company does not separate lease and non-lease components for its revenue equipment and real property leases. The Company reassessed the accounting for debt financing obligations under the new standard and determined the historical accounting remained appropriate under the new standard. The adoption of this standard impacted our consolidated balance sheet through the recognition of $378.8 million in ROU assets and liabilities as of January 1, 2019. Lease deposits in the amount of $25.4 million were reclassified from assets to a reduction of long-term ROU liabilities upon adoption of the new standard. The new standard did not impact the calculation of our financial covenants defined under the terms of our credit agreements. Impact of Recently-Issued Accounting Standards In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans . The guidance modifies disclosure requirements for defined benefit plans. This guidance is effective for fiscal years ending after December 15, 2020 and early adoption is permitted. The Company assessed the potential impact of ASU 2018-14 on its consolidated financial statement disclosures and does not expect it to be material. |
Debt and Financing
Debt and Financing | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Financing | Debt and Financing Our outstanding debt as of September 30, 2019 consisted of the following: As of September 30, 2019 (in millions) Par Value Discount Debt Issuance Costs Book Value Average Effective Interest Rate Term Loan $ 600.0 $ (29.7 ) $ (11.0 ) $ 559.3 10.7 % (a) ABL Facility — — — — N/A Secured Second A&R CDA 26.8 — (0.1 ) 26.7 7.9 % Unsecured Second A&R CDA 46.7 — (0.2 ) 46.5 7.9 % Lease financing obligations 232.8 — (0.3 ) 232.5 16.4 % (b) Total debt $ 906.3 $ (29.7 ) $ (11.6 ) $ 865.0 Current maturities of Term Loan — — — — Current maturities of lease financing obligations (2.8 ) — — (2.8 ) Current maturities of Unsecured Second A&R CDA (1.5 ) — — (1.5 ) Long-term debt $ 902.0 $ (29.7 ) $ (11.6 ) $ 860.7 (a) Variable interest rate of 1, 3 or 6-month LIBOR, with a floor of 1.0% , plus a fixed margin of 7.5% . (b) 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. New Term Loan On September 11, 2019 , the Company and certain of its subsidiaries, as guarantors (the “Term Guarantors”), amended and restated the existing credit facilities under the credit agreement dated February 13, 2014 (the “Prior Term Loan Agreement”) and entered into a $600.0 million term loan agreement (“New Term Loan”) with funds managed by Apollo Global Management, LLC acting collectively as lead lender, and Cortland Products Corp, as administrative agent and collateral agent. The obligations of the Company under the agreement governing (the “New Term Loan Agreement”) are unconditionally guaranteed by the Term Guarantors. The New Term Loan has a maturity date of June 30, 2024, with a single payment due at maturity of the outstanding balance. The New Term Loan bears interest at LIBOR (subject to a floor of 1.0% ) plus a margin of 7.5% per annum, payable at least quarterly in cash, subject to a 1.0% margin step down in the event the Company achieves greater than $400.0 million in trailing-twelve-month Adjusted EBITDA (defined in the New Term Loan Agreement as “Consolidated EBITDA”). Obligations under the New Term Loan are secured by a perfected first priority security interest in (subject to permitted liens) assets of the Company and the Term Guarantors, including but not limited to all of the Company’s wholly owned terminals, tractors and trailers, subject to certain limited exceptions. The New Term Loan eliminated the total maximum leverage ratio covenant that the Company was subject to under the Prior Term Loan Agreement and introduced a new covenant that requires the Company maintain a minimum trailing-twelve-month Adjusted EBITDA of $200.0 million , measured quarterly. The New Term Loan is subject to repayment with, among other things, 100.0% of the net cash proceeds from the disposition of assets outside the ordinary course of business, except that the Company is permitted to keep the first $40.0 million in trucking terminal property sales over the term of the loan to reinvest in operations or other strategic initiatives, where applicable. Borrowings under the New Term Loan may be voluntarily prepaid, provided however, that any such prepayment or mandatory prepayment (other than with respect to a prepayment with excess cash flow) will be subject to a 3.0% premium until the first anniversary date, a 2.0% premium from the first anniversary date until the second anniversary date, and a 1.0% premium from the second anniversary date until the third anniversary date, and 0.0% thereafter. The New Term Loan resulted in an extinguishment of $11.2 million in capitalized issuance discount and unamortized deferred debt issuance costs relating to the prior term loan. The original issuance discount and transaction fees relating to the New Term Loan were capitalized and will be amortized through interest expense over the life of the New Term Loan. Liquidity Our principal sources of liquidity are cash and cash equivalents, available borrowings under our asset-based loan facility (the “ABL Facility”) and any prospective net cash flow from operations. As of September 30, 2019 , our maximum availability under our ABL Facility was $69.5 million . Our Managed Accessibility was $28.8 million , which represents the maximum amount we would access on the ABL Facility and is adjusted for eligible receivables plus eligible borrowing base cash measured at September 30, 2019 . As of September 30, 2019 , our cash and cash equivalents and Managed Accessibility were $150.1 million . For the December 31, 2018 borrowing base certificate, which was filed in January of 2019, we transferred $25.0 million of cash into restricted cash to maintain the 10% threshold, as permitted under the ABL Facility, which transfer effectively put our cash and cash equivalents and Managed Accessibility to $203.8 million . The table below summarizes cash and cash equivalents and Managed Accessibility as of September 30, 2019 and December 31, 2018 : (in millions) September 30, 2019 December 31, 2018 Cash and cash equivalents $ 121.3 $ 227.6 Changes to restricted cash — (25.0 ) Managed Accessibility 28.8 1.2 Total cash and cash equivalents and Managed Accessibility $ 150.1 $ 203.8 Covenants The New Term Loan Agreement includes a financial covenant requirement for the Company to maintain a minimum of $200.0 million trailing-twelve-month Adjusted EBITDA, measured quarterly. Consolidated Adjusted EBITDA, defined in our New Term Loan Agreement as “Consolidated EBITDA,” is a measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and is further adjusted for, among other things, letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring charges, transaction costs related to issuances of debt, non-recurring consulting fees, non-cash impairment charges, integration costs, severance, non-recurring charges and the gains or losses from permitted dispositions, discontinued operations, and certain non-cash expenses, charges and losses (provided that if any of such non-cash expenses, charges or losses represents an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period will be subtracted from Consolidated EBITDA in such future period to the extent paid). The definition was further modified under the New Term Loan Agreement such that certain expenses that qualify as adjustments are capped at 10.0% of the trailing-twelve-month Adjusted EBITDA, in aggregate. Adjustments subject to the 10.0% cap include, but are not limited to, restructuring charges, integration costs, severance, and non-recurring charges. Additionally, all net gains from the disposition of properties are excluded from the definition of Adjusted EBITDA, therefore any gains previously recognized in Adjusted EBITDA, as that term was previously defined in our SEC filings, in accordance with its definition in the Prior Term Loan Agreement, will not be included in the calculation of Adjusted EBITDA under the New Term Loan Agreement. The ABL Facility also contains certain covenants, including, but not limited to, annual limits on capital expenditures. The ABL includes a $200.0 million annual limit on capital expenditures but one year lookback is permitted. The annual capital expenditure limit covenant was removed from the New Term Loan Agreement. Risks and Uncertainties Regarding Compliance with Credit Facility Financial Covenants We believe that our results of operations will allow us to comply with the minimum Adjusted EBITDA covenant in the New Term Loan Agreement for at least the next twelve months, subject to specific actions and cost savings initiatives we are taking in the fourth quarter of 2019 and the first quarter of 2020 to provide additional Adjusted EBITDA. These actions include headcount reductions commensurate with our current volume levels, a hiring freeze on new and replacement positions, temporary elimination of short-term incentive compensation and a reduction in discretionary spend. We are taking these actions because we have not been able to fully realize operational efficiencies arising from our new five-year national master contract (“New NMFA”) due to depressed volume levels. Our ability to satisfy our liquidity needs and meet our minimum Adjusted EBITDA requirement during the next twelve months and thereafter is dependent upon our ability to achieve operating results that reflect improvement over our first half 2019, which were negatively impacted by the process to obtain our five-year labor agreement scheduled to expire on March 31, 2019 and successfully ratified on May 14, 2019. Significant adverse conditions, which may result from changes in global trade policies or increased contraction in the general economy, may impact our ability to achieve a minimum Adjusted EBITDA above $200.0 million on a trailing-twelve-month basis. Means for improving our profitability include accelerated implementation of network optimization, specific initiatives in the areas of pricing and customer engagement, and other operational actions to improve productivity and efficiency, as well as increased volume, all of which may not be within our control. If we are unable to achieve the improved results required to comply with this covenant in one or more quarters over the next twelve months, we may be required to take specific actions in addition to those described above, including but not limited to, additional reductions in headcount, targeted procurement initiatives to reduce operating costs and accelerating terminal closures to reduce overhead and other operating costs, or alternatively, seeking an amendment or waiver from our lenders or taking other remedial measures. Fair Value Measurement The book value and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows: September 30, 2019 December 31, 2018 (in millions) Book Value Fair value Book Value Fair value Prior Term Loan $ — $ — $ 559.4 $ 546.0 New Term Loan 559.3 559.3 — — Lease financing obligations 232.5 234.7 242.2 234.7 Second A&R CDA 73.2 74.1 73.3 70.0 Total debt $ 865.0 $ 868.1 $ 874.9 $ 850.7 The fair value of the New Term Loan was determined to be equivalent to the book value based on the closing date’s proximity to the balance sheet date. The fair values of the Second Amended and Restated Contribution Deferral Agreement (the “Second A&R CDA”) and the lease financing obligations are estimated using a publicly-traded secured loan with similar characteristics (level three input for fair value measurement). |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is a lease or contains a lease at inception. We lease certain revenue equipment and real estate, predominantly through operating leases, and we have an immaterial number of leases in which we are a lessor. Operating leases are expensed on a straight-line basis over the life of the lease beginning on the lease commencement date. We determine the lease term by assuming the exercise of renewal options that are reasonably certain. The lease term is used to determine whether a lease is finance or operating and is used to calculate rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term. Operating lease balances are classified as operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheet. We have an immaterial amount of finance leases that are included in property and equipment, other current liabilities, and other long-term liabilities on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate adjusted for duration and other factors to represent the rate we would have to pay to borrow on a collateralized basis based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease and we will adjust the life of the lease when it is reasonably certain that we will exercise these options. We have lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. We have variable lease components, including lease payments with payment escalation based on the Consumer Price Index, and other variable items, such as common area maintenance and taxes. Key assumptions include discount rate, the impact of purchase options and renewal options on our lease term, as well as the assessment of residual value guarantees. Our revenue equipment leases generally have purchase options. However, in most circumstances we are not typically certain of exercising the purchase option as we may sign a new lease, return the equipment to the lessor, or exercise the option as circumstances dictate. Our revenue equipment leases often contain residual value guarantees, but they are not reflected in our lease liabilities as our lease rates are such that residual value guarantees are not expected to be owed at the end of our leases. Wrecked units are expensed in full upon damage and paid out to the lessor. Our real estate leases will often have an option to extend the lease, but we are typically not reasonably certain of exercising options to extend as we have the ability to move to more advantageous locations over time, relocate to other leased and owned locations, or discontinue service from particular locations over time as customer demand changes. Leases (in millions) Classification September 30, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 400.4 Finance lease assets Net property and equipment 2.6 Total leased assets $ 403.0 Liabilities Current Operating Current operating lease liabilities $ 116.1 Finance Other current and accrued liabilities 0.2 Noncurrent Operating Operating lease liabilities 267.1 Finance Claims and other liabilities 3.4 Total lease liabilities $ 386.8 Lease Cost (in millions) Classification Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (a) Purchased transportation; Fuel, operating expenses and supplies $ 42.3 $ 124.7 Short-term cost Purchased transportation; Fuel, operating expenses and supplies 4.5 11.4 Variable lease cost Purchased transportation; Fuel, operating expenses and supplies 1.9 5.2 Finance lease cost Amortization of leased assets Depreciation and amortization 0.1 0.3 Interest on lease liabilities Interest expense 0.1 0.3 Total lease cost $ 48.9 $ 141.9 (a) Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows. Remaining Maturities of Lease Liabilities Operating Leases Finance Leases Total (in millions) 2019 $ 40.8 $ 0.2 $ 41.0 2020 147.8 0.6 148.4 2021 123.9 0.6 124.5 2022 72.8 0.6 73.4 2023 37.0 0.6 37.6 After 2023 47.9 4.2 52.1 Total lease payments $ 470.2 $ 6.8 $ 477.0 Less: Imputed interest 87.0 3.2 90.2 Present value of lease liabilities $ 383.2 $ 3.6 $ 386.8 Lease Term and Discount Rate Weighted-Average Remaining Lease Term Weighted-Average Discount Rate (years and percent) Operating leases 3.8 11.0% Finance leases 10.0 11.2% Other Information Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (in millions) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases (a) $ 37.9 $ 113.1 Operating cash flows from finance leases 0.1 0.3 Financing cash flows from finance leases 0.1 0.3 Leased assets obtained in exchange for new operating lease liabilities $ 57.6 $ 111.4 (a) Payments arising from operating leases are reported in operating activities on the statements of consolidated cash flows. Below is the Company’s contractual cash obligations table as of December 31, 2018 , that disclosed operating lease payments for the next five years and thereafter. We had no material capital leases as of December 31, 2018 . Payments Due by Period (in millions) Total Less than 1 year 1-3 years 3-5 years After 5 years Operating leases $ 429.2 $ 138.4 $ 212.0 $ 63.3 $ 15.5 |
Leases | Leases The Company determines if an arrangement is a lease or contains a lease at inception. We lease certain revenue equipment and real estate, predominantly through operating leases, and we have an immaterial number of leases in which we are a lessor. Operating leases are expensed on a straight-line basis over the life of the lease beginning on the lease commencement date. We determine the lease term by assuming the exercise of renewal options that are reasonably certain. The lease term is used to determine whether a lease is finance or operating and is used to calculate rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term. Operating lease balances are classified as operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheet. We have an immaterial amount of finance leases that are included in property and equipment, other current liabilities, and other long-term liabilities on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate adjusted for duration and other factors to represent the rate we would have to pay to borrow on a collateralized basis based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease and we will adjust the life of the lease when it is reasonably certain that we will exercise these options. We have lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. We have variable lease components, including lease payments with payment escalation based on the Consumer Price Index, and other variable items, such as common area maintenance and taxes. Key assumptions include discount rate, the impact of purchase options and renewal options on our lease term, as well as the assessment of residual value guarantees. Our revenue equipment leases generally have purchase options. However, in most circumstances we are not typically certain of exercising the purchase option as we may sign a new lease, return the equipment to the lessor, or exercise the option as circumstances dictate. Our revenue equipment leases often contain residual value guarantees, but they are not reflected in our lease liabilities as our lease rates are such that residual value guarantees are not expected to be owed at the end of our leases. Wrecked units are expensed in full upon damage and paid out to the lessor. Our real estate leases will often have an option to extend the lease, but we are typically not reasonably certain of exercising options to extend as we have the ability to move to more advantageous locations over time, relocate to other leased and owned locations, or discontinue service from particular locations over time as customer demand changes. Leases (in millions) Classification September 30, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 400.4 Finance lease assets Net property and equipment 2.6 Total leased assets $ 403.0 Liabilities Current Operating Current operating lease liabilities $ 116.1 Finance Other current and accrued liabilities 0.2 Noncurrent Operating Operating lease liabilities 267.1 Finance Claims and other liabilities 3.4 Total lease liabilities $ 386.8 Lease Cost (in millions) Classification Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (a) Purchased transportation; Fuel, operating expenses and supplies $ 42.3 $ 124.7 Short-term cost Purchased transportation; Fuel, operating expenses and supplies 4.5 11.4 Variable lease cost Purchased transportation; Fuel, operating expenses and supplies 1.9 5.2 Finance lease cost Amortization of leased assets Depreciation and amortization 0.1 0.3 Interest on lease liabilities Interest expense 0.1 0.3 Total lease cost $ 48.9 $ 141.9 (a) Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows. Remaining Maturities of Lease Liabilities Operating Leases Finance Leases Total (in millions) 2019 $ 40.8 $ 0.2 $ 41.0 2020 147.8 0.6 148.4 2021 123.9 0.6 124.5 2022 72.8 0.6 73.4 2023 37.0 0.6 37.6 After 2023 47.9 4.2 52.1 Total lease payments $ 470.2 $ 6.8 $ 477.0 Less: Imputed interest 87.0 3.2 90.2 Present value of lease liabilities $ 383.2 $ 3.6 $ 386.8 Lease Term and Discount Rate Weighted-Average Remaining Lease Term Weighted-Average Discount Rate (years and percent) Operating leases 3.8 11.0% Finance leases 10.0 11.2% Other Information Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (in millions) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases (a) $ 37.9 $ 113.1 Operating cash flows from finance leases 0.1 0.3 Financing cash flows from finance leases 0.1 0.3 Leased assets obtained in exchange for new operating lease liabilities $ 57.6 $ 111.4 (a) Payments arising from operating leases are reported in operating activities on the statements of consolidated cash flows. Below is the Company’s contractual cash obligations table as of December 31, 2018 , that disclosed operating lease payments for the next five years and thereafter. We had no material capital leases as of December 31, 2018 . Payments Due by Period (in millions) Total Less than 1 year 1-3 years 3-5 years After 5 years Operating leases $ 429.2 $ 138.4 $ 212.0 $ 63.3 $ 15.5 |
Employee Benefits
Employee Benefits | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits Qualified and Nonqualified Defined Benefit Pension Plans The following table presents the components of our Company-sponsored pension plan costs for the three and nine months ended September 30 : Three Months Nine Months (in millions) 2019 2018 2019 2018 Service cost $ — $ 0.1 $ — $ 0.3 Interest cost 11.4 11.1 34.2 32.9 Expected return on plan assets (14.3 ) (15.0 ) (42.9 ) (45.2 ) Amortization of prior service credit (0.1 ) (0.1 ) (0.3 ) (0.3 ) Amortization of prior net pension loss 3.2 3.5 9.6 10.9 Settlement adjustment 1.7 7.2 1.7 7.2 Total net periodic pension cost $ 1.9 $ 6.8 $ 2.3 $ 5.8 We expect to contribute $9.9 million to our Company-sponsored pension plans in 2019 , of which we have contributed $7.7 million through September 30, 2019 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate for the three and nine months ended September 30, 2019 was 3.0% and 1.2% , respectively, compared to 61.8% and 44.9% , respectively for the three and nine months ended September 30, 2018 . The significant items impacting the 2019 rates include a benefit recognized due to application of the exception to the rules regarding intraperiod tax allocation, a provision for net state and foreign taxes, certain permanent items and a change in the valuation allowance established for the net deferred tax asset balance projected for December 31, 2019. The significant items impacting the 2018 rates include a provision for net state and foreign taxes, foreign withholding taxes related to dividends from a foreign subsidiary, certain permanent items and a change in the valuation allowance established for the net deferred tax asset balance that had been projected for December 31, 2018. We recognize valuation allowances on deferred tax assets if, based on the weight of the evidence, we determine it is more likely than not such assets will not be realized. Changes in valuation allowances are included in our tax provision in the period of change. In determining whether a valuation allowance is warranted, we evaluate factors such as prior years’ earnings history, expected future earnings, loss carry-forward periods, reversals of existing deferred tax liabilities and tax planning strategies that potentially enhance the likelihood of the realization of a deferred tax asset. At September 30, 2019 and December 31, 2018, substantially all of our net deferred tax assets were subject to a valuation allowance. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share We calculate basic earnings (loss) per share by dividing our net earnings (loss) available to common shareholders by our weighted-average shares outstanding at the end of the period. 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 nine months ended September 30, 2019 and 2018 are as follows: Three Months Nine Months (dollars in millions, except per share data; shares and stock units in thousands) 2019 2018 2019 2018 Basic and dilutive net income (loss) available to common shareholders $ (16.0 ) $ 2.9 $ (88.7 ) $ 2.7 Basic weighted average shares outstanding 33,259 33,051 33,098 32,827 Effect of dilutive securities: Unvested shares and stock units (a) — 944 — 928 Dilutive weighted average shares outstanding 33,259 33,995 33,098 33,755 Basic earnings (loss) per share (b) $ (0.48 ) $ 0.09 $ (2.68 ) $ 0.08 Diluted earnings (loss) per share (b) $ (0.48 ) $ 0.09 $ (2.68 ) $ 0.08 (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. At September 30, 2019 and 2018 , our anti-dilutive unvested shares, options, and stock units were approximately 319,000 and 54,000 , respectively. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We report financial and descriptive information about our reporting segments on a basis consistent with that used internally for evaluating segment performance and allocating resources to segments. We evaluate segment performance primarily on external revenue, operating income (loss), and operating ratio. We charge management fees and other corporate service fees to our reporting segments based on the benefits received or an overhead allocation basis. Shared support functions include information technology, legal, financial services, revenue management, and other company-wide services. Corporate represents residual operating expenses of the holding company that are not attributable to any segment and remain unallocated. It also represents certain items that are permitted to be included in Adjusted EBITDA. Corporate identifiable assets primarily consist of cash and cash equivalents, restricted amounts held in escrow, and information technology assets, which are offset by eliminations with the two business segments. The following table summarizes our operations by business segment: (in millions) YRC Freight Regional Transportation Corporate/ Eliminations Consolidated As of September 30, 2019 Identifiable assets $ 1,276.1 $ 740.8 $ (99.8 ) $ 1,917.1 As of December 31, 2018 Identifiable assets $ 973.6 $ 626.4 $ 17.1 $ 1,617.1 Three Months Ended September 30, 2019 Operating revenue $ 803.2 $ 453.6 $ — $ 1,256.8 Operating income (loss) $ 31.6 $ (4.1 ) $ (3.7 ) $ 23.8 Nine Months Ended September 30, 2019 External revenue $ 2,347.8 $ 1,364.0 $ (0.1 ) $ 3,711.7 Operating income (loss) $ 26.5 $ (8.5 ) $ (11.6 ) $ 6.4 Three Months Ended September 30, 2018 Operating revenue $ 822.1 $ 481.5 $ — $ 1,303.6 Operating income (loss) $ 24.7 $ 18.4 $ (1.9 ) $ 41.2 Nine Months Ended September 30, 2018 External revenue $ 2,401.0 $ 1,443.8 $ (0.2 ) $ 3,844.6 Operating income (loss) $ 44.6 $ 52.8 $ (9.6 ) $ 87.8 |
Commitments, Contingencies and
Commitments, Contingencies and Uncertainties | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Uncertainties | 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 (“Complaint”) against the Company in the U.S. District in 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 alleges 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. Management believes the Company has meritorious defenses and intends to vigorously defend this action. We are unable to estimate the possible loss, or range of possible loss, associated with these claims at this time. Class Action Securities Complaint In January 2019, a purported class action lawsuit captioned Christina Lewis v. YRC Worldwide Inc., et al., Case No. 1:19-cv-00001, was filed in the United States District Court for the Northern District of New York against the Company and certain of our current and former officers. The complaint was filed on behalf of persons who purchased or otherwise acquired the Company’s publicly traded securities between March 10, 2014 and December 14, 2018. The complaint generally alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements relating to its freight billing practices as alleged in the Department of Defense complaint described above. The action includes claims for damages, including interest, and an award of reasonable costs and attorneys’ fees. The co-lead plaintiffs filed an amended complaint on June 14, 2019, and the defendants moved to dismiss it on July 15, 2019. The motion is fully briefed and awaiting decision. Management believes the Company has meritorious defenses and intends to vigorously defend this action. We are unable to estimate the possible loss, or range of possible loss, associated with these claims at this time. Shareholder Derivative Complaint In May 2019, a putative shareholder filed an action derivatively and on behalf of the Company naming James L. Welch, Jamie G. Pierson, Stephanie D. Fisher, Raymond J. Bromark, Douglas A. Carty, William R. Davidson, Matthew A. Doheny, Robert L. Friedman, James E. Hoffman, Michael J. Kneeland, Patricia M. Nazemetz, and James F. Winestock individually as defendants and the Company as the nominal defendant. In an amended complaint, filed on October 15, 2019, Darren D. Hawkins was added as a defendant. The case is captioned Hastey v. Welch, et al. , Case No. 2:19-cf-2266-KGG, and is pending in the United States District Court for the District of Kansas. The Complaint alleges 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 the Class Action Securities Complaint described above. The Complaint asserts that the individual defendants’ purported conduct violated Section 14(a) of the Securities Exchange Act of 1934 and that they breached their fiduciary duties, were unjustly enriched, and engaged in corporate waste. Motions to dismiss were filed on August 16, 2019 and, in response, Plaintiff filed the October 15, 2019 amended complaint. A motion to dismiss the amended complaint was filed on October 29, 2019. The Complaint seeks damages on behalf of the Company. In October 2019, another putative shareholder filed an action derivatively and on behalf of the Company naming the same defendants as did the October 15, 2019 amended complaint in the Hastey case. The case is captioned Broughton v. Hawkins, et al. Case No. 1:19-cv-01958-UNA, and makes claims similar to those made in Hastey . 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) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying Consolidated Financial Statements include the accounts of YRC Worldwide and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. The quarters of the Regional Transportation companies (with the exception of New Penn) consist of thirteen weeks that end on a Saturday either before or after the end of March, June and September, whereas all other operating segment quarters end on the natural calendar quarter end. For ease of reference, the calendar quarter end dates are used herein. We make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and notes. Actual results could differ from those estimates. We have prepared the Consolidated Financial Statements, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, we have made all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods included in these financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted from these statements pursuant to SEC rules and regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 . |
Revenue Disaggregation | Revenue Disaggregation We considered the disclosure requirements for revenue disaggregation guidance in ASC Topic 606, Revenue from Contracts with Customers , and noted that our segments disaggregate our revenues based on geographic and time-based factors as our Regional Transportation segment carriers operate in a smaller geographic footprint and have a shorter length of haul as compared to our YRC Freight segment. |
Newly Adopted Accounting Standards and Impact of Recently Issued Accounting Standards | Newly-Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases , which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Additional qualitative and quantitative disclosures, including significant judgments made by management, are required. The new standard became effective for the Company for its annual reporting period beginning January 1, 2019, including interim periods within that reporting period. The Company adopted the standard using a modified retrospective approach with the effective date of the standard as the date of initial application. The Company elected the package of three practical expedients which allows entities to not reassess initial direct costs, lease classification for existing or expired leases, and lease definition for existing or expired contracts as of the effective date of January 1, 2019. Additionally, the Company did not elect the hindsight method practical expedient which would have allowed us to reassess lease terms and impairment. For leases with a term of twelve months or less, the Company has made an accounting policy election in which the right of use lease (“ROU”) asset and lease liability will not be recognized on the consolidated balance sheet. The Company does not separate lease and non-lease components for its revenue equipment and real property leases. The Company reassessed the accounting for debt financing obligations under the new standard and determined the historical accounting remained appropriate under the new standard. The adoption of this standard impacted our consolidated balance sheet through the recognition of $378.8 million in ROU assets and liabilities as of January 1, 2019. Lease deposits in the amount of $25.4 million were reclassified from assets to a reduction of long-term ROU liabilities upon adoption of the new standard. The new standard did not impact the calculation of our financial covenants defined under the terms of our credit agreements. Impact of Recently-Issued Accounting Standards In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans . The guidance modifies disclosure requirements for defined benefit plans. This guidance is effective for fiscal years ending after December 15, 2020 and early adoption is permitted. The Company assessed the potential impact of ASU 2018-14 on its consolidated financial statement disclosures and does not expect it to be material. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | The following table presents disaggregated revenue by revenue source between LTL shipments and total. LTL shipments are defined as shipments less than 10,000 pounds. Beginning in 2019, the Company disaggregated revenue for reporting of key operating metrics, including volume and yield metrics, due to the impacts from shipments over 10,000 pounds. Three Months Nine Months YRC Freight segment (in millions) 2019 2018 2019 2018 LTL revenue $ 739.4 $ 756.1 $ 2,162.0 $ 2,212.8 Other revenue 63.8 66.0 185.8 188.2 Total revenue $ 803.2 $ 822.1 $ 2,347.8 $ 2,401.0 Three Months Nine Months Regional Transportation segment (in millions) 2019 2018 2019 2018 LTL revenue $ 421.6 $ 443.7 $ 1,264.8 $ 1,326.3 Other revenue 32.0 37.8 99.2 117.5 Total revenue $ 453.6 $ 481.5 $ 1,364.0 $ 1,443.8 Three Months Nine Months Consolidated (in millions) 2019 2018 2019 2018 LTL revenue $ 1,161.0 $ 1,199.8 $ 3,426.8 $ 3,539.1 Other revenue 95.8 103.8 284.9 305.5 Total revenue $ 1,256.8 $ 1,303.6 $ 3,711.7 $ 3,844.6 |
Debt and Financing (Tables)
Debt and Financing (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our outstanding debt as of September 30, 2019 consisted of the following: As of September 30, 2019 (in millions) Par Value Discount Debt Issuance Costs Book Value Average Effective Interest Rate Term Loan $ 600.0 $ (29.7 ) $ (11.0 ) $ 559.3 10.7 % (a) ABL Facility — — — — N/A Secured Second A&R CDA 26.8 — (0.1 ) 26.7 7.9 % Unsecured Second A&R CDA 46.7 — (0.2 ) 46.5 7.9 % Lease financing obligations 232.8 — (0.3 ) 232.5 16.4 % (b) Total debt $ 906.3 $ (29.7 ) $ (11.6 ) $ 865.0 Current maturities of Term Loan — — — — Current maturities of lease financing obligations (2.8 ) — — (2.8 ) Current maturities of Unsecured Second A&R CDA (1.5 ) — — (1.5 ) Long-term debt $ 902.0 $ (29.7 ) $ (11.6 ) $ 860.7 (a) Variable interest rate of 1, 3 or 6-month LIBOR, with a floor of 1.0% , plus a fixed margin of 7.5% . (b) 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 Cash And Cash Equivalents And Managed Accessibility | The table below summarizes cash and cash equivalents and Managed Accessibility as of September 30, 2019 and December 31, 2018 : (in millions) September 30, 2019 December 31, 2018 Cash and cash equivalents $ 121.3 $ 227.6 Changes to restricted cash — (25.0 ) Managed Accessibility 28.8 1.2 Total cash and cash equivalents and Managed Accessibility $ 150.1 $ 203.8 |
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 and other financial instruments, are summarized as follows: September 30, 2019 December 31, 2018 (in millions) Book Value Fair value Book Value Fair value Prior Term Loan $ — $ — $ 559.4 $ 546.0 New Term Loan 559.3 559.3 — — Lease financing obligations 232.5 234.7 242.2 234.7 Second A&R CDA 73.2 74.1 73.3 70.0 Total debt $ 865.0 $ 868.1 $ 874.9 $ 850.7 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lessee, Assets And Liabilities | Leases (in millions) Classification September 30, 2019 Assets Operating lease assets Operating lease right-of-use assets $ 400.4 Finance lease assets Net property and equipment 2.6 Total leased assets $ 403.0 Liabilities Current Operating Current operating lease liabilities $ 116.1 Finance Other current and accrued liabilities 0.2 Noncurrent Operating Operating lease liabilities 267.1 Finance Claims and other liabilities 3.4 Total lease liabilities $ 386.8 |
Lease, Cost | Lease Cost (in millions) Classification Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (a) Purchased transportation; Fuel, operating expenses and supplies $ 42.3 $ 124.7 Short-term cost Purchased transportation; Fuel, operating expenses and supplies 4.5 11.4 Variable lease cost Purchased transportation; Fuel, operating expenses and supplies 1.9 5.2 Finance lease cost Amortization of leased assets Depreciation and amortization 0.1 0.3 Interest on lease liabilities Interest expense 0.1 0.3 Total lease cost $ 48.9 $ 141.9 (a) Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows. |
Finance Lease, Liability, Maturity | Remaining Maturities of Lease Liabilities Operating Leases Finance Leases Total (in millions) 2019 $ 40.8 $ 0.2 $ 41.0 2020 147.8 0.6 148.4 2021 123.9 0.6 124.5 2022 72.8 0.6 73.4 2023 37.0 0.6 37.6 After 2023 47.9 4.2 52.1 Total lease payments $ 470.2 $ 6.8 $ 477.0 Less: Imputed interest 87.0 3.2 90.2 Present value of lease liabilities $ 383.2 $ 3.6 $ 386.8 |
Lessee, Operating Lease, Liability, Maturity | Remaining Maturities of Lease Liabilities Operating Leases Finance Leases Total (in millions) 2019 $ 40.8 $ 0.2 $ 41.0 2020 147.8 0.6 148.4 2021 123.9 0.6 124.5 2022 72.8 0.6 73.4 2023 37.0 0.6 37.6 After 2023 47.9 4.2 52.1 Total lease payments $ 470.2 $ 6.8 $ 477.0 Less: Imputed interest 87.0 3.2 90.2 Present value of lease liabilities $ 383.2 $ 3.6 $ 386.8 |
Lessee, Lease Term And Discount Rate | Lease Term and Discount Rate Weighted-Average Remaining Lease Term Weighted-Average Discount Rate (years and percent) Operating leases 3.8 11.0% Finance leases 10.0 11.2% |
Lessee, Supplemental Cash Flow | Other Information Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (in millions) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases (a) $ 37.9 $ 113.1 Operating cash flows from finance leases 0.1 0.3 Financing cash flows from finance leases 0.1 0.3 Leased assets obtained in exchange for new operating lease liabilities $ 57.6 $ 111.4 |
Schedule of Future Minimum Rental Payments for Operating Leases | Below is the Company’s contractual cash obligations table as of December 31, 2018 , that disclosed operating lease payments for the next five years and thereafter. We had no material capital leases as of December 31, 2018 . Payments Due by Period (in millions) Total Less than 1 year 1-3 years 3-5 years After 5 years Operating leases $ 429.2 $ 138.4 $ 212.0 $ 63.3 $ 15.5 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Costs of Retirement Plans | The following table presents the components of our Company-sponsored pension plan costs for the three and nine months ended September 30 : Three Months Nine Months (in millions) 2019 2018 2019 2018 Service cost $ — $ 0.1 $ — $ 0.3 Interest cost 11.4 11.1 34.2 32.9 Expected return on plan assets (14.3 ) (15.0 ) (42.9 ) (45.2 ) Amortization of prior service credit (0.1 ) (0.1 ) (0.3 ) (0.3 ) Amortization of prior net pension loss 3.2 3.5 9.6 10.9 Settlement adjustment 1.7 7.2 1.7 7.2 Total net periodic pension cost $ 1.9 $ 6.8 $ 2.3 $ 5.8 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Our calculations for basic and dilutive earnings (loss) per share for three and nine months ended September 30, 2019 and 2018 are as follows: Three Months Nine Months (dollars in millions, except per share data; shares and stock units in thousands) 2019 2018 2019 2018 Basic and dilutive net income (loss) available to common shareholders $ (16.0 ) $ 2.9 $ (88.7 ) $ 2.7 Basic weighted average shares outstanding 33,259 33,051 33,098 32,827 Effect of dilutive securities: Unvested shares and stock units (a) — 944 — 928 Dilutive weighted average shares outstanding 33,259 33,995 33,098 33,755 Basic earnings (loss) per share (b) $ (0.48 ) $ 0.09 $ (2.68 ) $ 0.08 Diluted earnings (loss) per share (b) $ (0.48 ) $ 0.09 $ (2.68 ) $ 0.08 (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. |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes our operations by business segment: (in millions) YRC Freight Regional Transportation Corporate/ Eliminations Consolidated As of September 30, 2019 Identifiable assets $ 1,276.1 $ 740.8 $ (99.8 ) $ 1,917.1 As of December 31, 2018 Identifiable assets $ 973.6 $ 626.4 $ 17.1 $ 1,617.1 Three Months Ended September 30, 2019 Operating revenue $ 803.2 $ 453.6 $ — $ 1,256.8 Operating income (loss) $ 31.6 $ (4.1 ) $ (3.7 ) $ 23.8 Nine Months Ended September 30, 2019 External revenue $ 2,347.8 $ 1,364.0 $ (0.1 ) $ 3,711.7 Operating income (loss) $ 26.5 $ (8.5 ) $ (11.6 ) $ 6.4 Three Months Ended September 30, 2018 Operating revenue $ 822.1 $ 481.5 $ — $ 1,303.6 Operating income (loss) $ 24.7 $ 18.4 $ (1.9 ) $ 41.2 Nine Months Ended September 30, 2018 External revenue $ 2,401.0 $ 1,443.8 $ (0.2 ) $ 3,844.6 Operating income (loss) $ 44.6 $ 52.8 $ (9.6 ) $ 87.8 |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Workforce Subject to Collective Bargaining Arrangements [Member] | Labor Force Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Percentage of workforce subject to collective bargaining agreements | 79.00% |
Basis of Presentation - Disaggr
Basis of Presentation - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 1,256.8 | $ 1,303.6 | $ 3,711.7 | $ 3,844.6 |
LTL revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 1,161 | 1,199.8 | 3,426.8 | 3,539.1 |
Other revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 95.8 | 103.8 | 284.9 | 305.5 |
Operating Segments | Regional Transportation | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 453.6 | 481.5 | 1,364 | 1,443.8 |
Operating Segments | Regional Transportation | LTL revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 421.6 | 443.7 | 1,264.8 | 1,326.3 |
Operating Segments | Regional Transportation | Other revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 32 | 37.8 | 99.2 | 117.5 |
Operating Segments | YRC Freight | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 803.2 | 822.1 | 2,347.8 | 2,401 |
Operating Segments | YRC Freight | LTL revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 739.4 | 756.1 | 2,162 | 2,212.8 |
Operating Segments | YRC Freight | Other revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 63.8 | $ 66 | $ 185.8 | $ 188.2 |
- New Accounting Pronouncements
- New Accounting Pronouncements (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 400.4 | $ 0 | |
Operating lease liability | 383.2 | ||
Operating lease liabilities, noncurrent | $ (267.1) | $ 0 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 378.8 | ||
Operating lease liability | 378.8 | ||
Lease deposits | 25.4 | ||
Operating lease liabilities, noncurrent | $ 25.4 |
Debt and Financing - Schedule o
Debt and Financing - Schedule of Debt and Additional Information (Details) - USD ($) $ in Millions | Sep. 11, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Par Value | $ 906.3 | ||
Discount | (29.7) | ||
Debt Issuance Costs | (11.6) | ||
Book Value | 865 | ||
Book Value, Current Maturities | (4.3) | $ (20.7) | |
Par Value, Excluding Current Maturities | 902 | ||
Premium (Discount) | (29.7) | ||
Book Value, Excluding Current Maturities | 860.7 | 854.2 | |
Book Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 865 | 874.9 | |
Fair value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 868.1 | 850.7 | |
2014 ABL Facility Credit Agreement | |||
Debt Instrument [Line Items] | |||
Total cash and cash equivalents and Managed Accessibility | 150.1 | 203.8 | |
Managed Accessibility | 28.8 | 1.2 | |
Changes to restricted cash | 0 | (25) | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Par Value | 600 | ||
Discount | (29.7) | ||
Debt Issuance Costs | (11) | ||
Book Value | 559.3 | ||
Par Value, Current Maturities | 0 | ||
Discount, Current Maturities | 0 | ||
Deferred Issuance Costs, Current | 0 | ||
Book Value, Current Maturities | $ 0 | ||
Average Effective Interest Rate | 10.70% | ||
Term Loan | Book Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 0 | 559.4 | |
Term Loan | Fair value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 0 | 546 | |
Term Loan | New Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Floor interest rate | 1.00% | ||
Basis spread on variable rate | 7.50% | ||
Term Loan | New Term Loan Agreement | Book Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 559.3 | 0 | |
Term Loan | New Term Loan Agreement | Fair value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 559.3 | 0 | |
ABL Facility | 2014 ABL Facility Credit Agreement | |||
Debt Instrument [Line Items] | |||
Par Value | 0 | ||
Discount | 0 | ||
Debt Issuance Costs | 0 | ||
Book Value | 0 | ||
Line of credit facility, total cash and availability | 69.5 | ||
Secured Second A&R CDA | |||
Debt Instrument [Line Items] | |||
Par Value | 26.8 | ||
Discount | 0 | ||
Debt Issuance Costs | (0.1) | ||
Book Value | $ 26.7 | ||
Average Effective Interest Rate | 7.90% | ||
Unsecured Second A&R CDA | |||
Debt Instrument [Line Items] | |||
Par Value | $ 46.7 | ||
Discount | 0 | ||
Debt Issuance Costs | (0.2) | ||
Book Value | 46.5 | ||
Par Value, Current Maturities | (1.5) | ||
Discount, Current Maturities | 0 | ||
Deferred Issuance Costs, Current | 0 | ||
Book Value, Current Maturities | $ (1.5) | ||
Average Effective Interest Rate | 7.90% | ||
Lease financing obligations | |||
Debt Instrument [Line Items] | |||
Par Value | $ 232.8 | ||
Discount | 0 | ||
Debt Issuance Costs | (0.3) | ||
Book Value | 232.5 | ||
Par Value, Current Maturities | (2.8) | ||
Discount, Current Maturities | 0 | ||
Deferred Issuance Costs, Current | 0 | ||
Book Value, Current Maturities | $ (2.8) | ||
Average Effective Interest Rate | 16.40% | ||
Lease financing obligations | Book Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 232.5 | 242.2 | |
Lease financing obligations | Fair value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 234.7 | 234.7 | |
Other Debt Obligations | Book Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 73.2 | 73.3 | |
Other Debt Obligations | Fair value | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 74.1 | $ 70 | |
London Interbank Offered Rate (LIBOR) | Term Loan | |||
Debt Instrument [Line Items] | |||
Floor interest rate | 1.00% | ||
Basis spread on variable rate | 7.50% |
Debt and Financing - Cash and C
Debt and Financing - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 121.3 | $ 227.6 |
2014 ABL Facility Credit Agreement | ||
Debt Instrument [Line Items] | ||
Cash and cash equivalents | 121.3 | 227.6 |
Changes to restricted cash | 0 | (25) |
Managed Accessibility | 28.8 | 1.2 |
Total cash and cash equivalents and Managed Accessibility | $ 150.1 | $ 203.8 |
Debt and Financing - New Term L
Debt and Financing - New Term Loan (Details) - USD ($) | Sep. 11, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 11,200,000 | $ 0 | $ 11,200,000 | $ 0 | |
Term Loan | New Term Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||
Floor interest rate | 1.00% | ||||
Basis spread on variable rate | 7.50% | ||||
Margin step down if certain EBITDA is achieved | 1.00% | ||||
Adjusted EBITDA threshold for margin step down | $ 400,000,000 | ||||
Minimum adjusted EBITDA | $ 200,000,000 | ||||
Expenses qualifying as adjustment cap, percent | 10.00% | ||||
Percent of cash proceeds from disposition of assets to be used to repay debt | 100.00% | ||||
Repayment of debt, amount of property sales to be used in reinvestment | $ 40,000,000 | ||||
Loss on extinguishment of debt | $ 11,200,000 | ||||
Term Loan | New Term Loan Agreement | Premium Until First Anniversary Date | |||||
Debt Instrument [Line Items] | |||||
Prepayment premium, percent | 3.00% | ||||
Term Loan | New Term Loan Agreement | Premium From First Anniversary Date Until Second Anniversary Date | |||||
Debt Instrument [Line Items] | |||||
Prepayment premium, percent | 2.00% | ||||
Term Loan | New Term Loan Agreement | Premium From Second Anniversary Date Until Third Anniversary Date | |||||
Debt Instrument [Line Items] | |||||
Prepayment premium, percent | 1.00% | ||||
Term Loan | New Term Loan Agreement | Premium Thereafter | |||||
Debt Instrument [Line Items] | |||||
Prepayment premium, percent | 0.00% | ||||
ABL Facility | 2014 ABL Facility Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Annual limit on capital expenditures | $ 200,000,000 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 400.4 | $ 0 |
Finance lease assets | 2.6 | |
Total leased assets | 403 | |
Current operating lease liabilities | 116.1 | 0 |
Current finance lease liabilities | 0.2 | |
Operating lease liabilities, noncurrent | 267.1 | $ 0 |
Finance lease liabilities, noncurrent | 3.4 | |
Present value of lease liabilities | $ 386.8 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 42.3 | $ 124.7 |
Short-term cost | 4.5 | 11.4 |
Variable lease cost | 1.9 | 5.2 |
Amortization of leased assets | 0.1 | 0.3 |
Interest on lease liabilities | 0.1 | 0.3 |
Total lease cost | $ 48.9 | $ 141.9 |
Leases - Maturity (Details)
Leases - Maturity (Details) $ in Millions | Sep. 30, 2019USD ($) |
Operating Leases | |
2019 | $ 40.8 |
2020 | 147.8 |
2021 | 123.9 |
2022 | 72.8 |
2023 | 37 |
After 2023 | 47.9 |
Total lease payments | 470.2 |
Less: Imputed interest | 87 |
Present value of lease liabilities | 383.2 |
Finance Leases | |
2019 | 0.2 |
2020 | 0.6 |
2021 | 0.6 |
2022 | 0.6 |
2023 | 0.6 |
After 2023 | 4.2 |
Total lease payments | 6.8 |
Less: Imputed interest | 3.2 |
Present value of lease liabilities | 3.6 |
Total | |
2019 | 41 |
2020 | 148.4 |
2021 | 124.5 |
2022 | 73.4 |
2023 | 37.6 |
After 2023 | 52.1 |
Total lease payments | 477 |
Less: Imputed interest | 90.2 |
Present value of lease liabilities | $ 386.8 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Operating lease, Weighted Average Remaining Lease | 3 years 9 months 29 days |
Operating lease, Weighted Average Discount Rate | 11.00% |
Finance lease, Weighted Average Remaining Lease | 9 years 11 months 23 days |
Finance lease, Weighted Average Discount Rate | 11.20% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases (a) | $ 37.9 | $ 113.1 |
Operating cash flows from finance leases | 0.1 | 0.3 |
Financing cash flows from finance leases | 0.1 | 0.3 |
Leased assets obtained in exchange for new operating lease liabilities | $ 57.6 | $ 111.4 |
Leases - Maturity prior to Adop
Leases - Maturity prior to Adoption (Details) $ in Millions | Dec. 31, 2018USD ($) |
Operating leases | |
Total | $ 429.2 |
Less than 1 year | 138.4 |
1-3 years | 212 |
3-5 years | 63.3 |
After 5 years | $ 15.5 |
Employee Benefits (Details)
Employee Benefits (Details) - Other Postretirement Benefit Plans, Defined Benefit - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0.1 | $ 0 | $ 0.3 |
Interest cost | 11.4 | 11.1 | 34.2 | 32.9 |
Expected return on plan assets | (14.3) | (15) | (42.9) | (45.2) |
Amortization of prior service credit | (0.1) | (0.1) | (0.3) | (0.3) |
Amortization of prior net pension loss | 3.2 | 3.5 | 9.6 | 10.9 |
Settlement adjustment | (1.7) | (7.2) | (1.7) | (7.2) |
Total periodic pension cost | 1.9 | $ 6.8 | 2.3 | $ 5.8 |
Expected future benefit payments, remainder of the year | $ 9.9 | 9.9 | ||
Contributions by employer | $ 7.7 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 3.00% | 61.80% | 1.20% | 44.90% |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Basic and dilutive net income (loss) available to common shareholders | $ (16) | $ (23.6) | $ (49.1) | $ 2.9 | $ 14.4 | $ (14.6) | $ (88.7) | $ 2.7 |
Basic weighted average shares outstanding (in shares) | 33,259 | 33,051 | 33,098 | 32,827 | ||||
Effect of dilutive securities: | ||||||||
Unvested shares and stock units (in shares) | 0 | 944 | 0 | 928 | ||||
Dilutive weighted average shares outstanding (in shares) | 33,259 | 33,995 | 33,098 | 33,755 | ||||
Basic earnings (loss) per share (in dollars per share) | $ (0.48) | $ 0.09 | $ (2.68) | $ 0.08 | ||||
Diluted earnings (loss) per share (in dollars per share) | $ (0.48) | $ 0.09 | $ (2.68) | $ 0.08 | ||||
Antidillutive options and shares | ||||||||
Effect of dilutive securities: | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 319 | 54 |
Business Segments (Details)
Business Segments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Identifiable assets | $ 1,917.1 | $ 1,917.1 | $ 1,617.1 | ||
External revenue | 1,256.8 | $ 1,303.6 | 3,711.7 | $ 3,844.6 | |
Operating income (loss) | 23.8 | 41.2 | 6.4 | 87.8 | |
Operating Segments | YRC Freight | |||||
Segment Reporting Information [Line Items] | |||||
Identifiable assets | 1,276.1 | 1,276.1 | 973.6 | ||
External revenue | 803.2 | 822.1 | 2,347.8 | 2,401 | |
Operating income (loss) | 31.6 | 24.7 | 26.5 | 44.6 | |
Operating Segments | Regional Transportation | |||||
Segment Reporting Information [Line Items] | |||||
Identifiable assets | 740.8 | 740.8 | 626.4 | ||
External revenue | 453.6 | 481.5 | 1,364 | 1,443.8 | |
Operating income (loss) | (4.1) | 18.4 | (8.5) | 52.8 | |
Corporate/ Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Identifiable assets | (99.8) | (99.8) | $ 17.1 | ||
External revenue | 0 | 0 | (0.1) | (0.2) | |
Operating income (loss) | $ (3.7) | $ (1.9) | $ (11.6) | $ (9.6) |