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. |