Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | YELL | |
Entity Registrant Name | Yellow Corporation | |
Entity Central Index Key | 0000716006 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 51,097,950 | |
Entity File Number | 0-12255 | |
Entity Tax Identification Number | 48-0948788 | |
Entity Address, Address Line One | 10990 Roe Avenue | |
Entity Address, City or Town | Overland Park | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66211 | |
City Area Code | 913 | |
Local Phone Number | 696-6100 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 381.4 | $ 439.3 |
Restricted amounts held in escrow | 31.4 | 38.7 |
Accounts receivable, net | 579.9 | 505 |
Prepaid expenses and other | 65.5 | 46.8 |
Total current assets | 1,058.2 | 1,029.8 |
Property and Equipment: | ||
Cost | 2,977.1 | 2,795.5 |
Less – accumulated depreciation | (2,031.3) | (2,031.3) |
Net property and equipment | 945.8 | 764.2 |
Deferred income taxes, net | 2 | 0.9 |
Pension | 66 | 63.2 |
Operating lease right-of-use assets | 246.4 | 276 |
Other assets | 36.1 | 51.7 |
Total Assets | 2,354.5 | 2,185.8 |
Current Liabilities: | ||
Accounts payable | 214.6 | 160.7 |
Wages, vacations and employee benefits | 222.6 | 214.6 |
Current operating lease liabilities | 108.1 | 114.2 |
Claims and insurance accruals | 108.6 | 108.2 |
Other accrued taxes | 75.9 | 68.6 |
Other current and accrued liabilities | 43.7 | 30.4 |
Current maturities of long-term debt | 4.4 | 4 |
Total current liabilities | 777.9 | 700.7 |
Other Liabilities: | ||
Long-term debt, less current portion | 1,391.1 | 1,221.4 |
Operating lease liabilities | 148.5 | 172.6 |
Claims and other liabilities | 318.2 | 314.4 |
Commitments and contingencies | ||
Shareholders’ Deficit: | ||
Cumulative preferred stock, $1 par value per share | ||
Common stock, $0.01 par value per share - authorized 95,000,000 shares, issued 50,660,100 and 50,192,000 shares, respectively | 0.5 | 0.5 |
Capital surplus | 2,385.4 | 2,383.6 |
Accumulated deficit | (2,429.2) | (2,365.9) |
Accumulated other comprehensive loss | (145.2) | (148.8) |
Treasury stock, at cost | (92.7) | (92.7) |
Total shareholders’ deficit | (281.2) | (223.3) |
Total Liabilities and Shareholders’ Deficit | $ 2,354.5 | $ 2,185.8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 50,660,100 | 50,192,000 |
Statements of Consolidated Comp
Statements of Consolidated Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Operating Revenue | $ 1,198.4 | $ 1,150.4 |
Operating Expenses: | ||
Salaries, wages and employee benefits | 723.8 | 720.2 |
Fuel, operating expenses and supplies | 203.5 | 208 |
Purchased transportation | 200 | 136.2 |
Depreciation and amortization | 33.3 | 35.7 |
Other operating expenses | 64.4 | 61.6 |
(Gains) losses on property disposals, net | 1 | (39.3) |
Total operating expenses | 1,226 | 1,122.4 |
Operating Income (Loss) | (27.6) | 28 |
Nonoperating Expenses: | ||
Interest expense | 35.9 | 28.3 |
Non-union pension and postretirement benefits | (1.3) | (1.6) |
Other, net | 0 | (2.6) |
Nonoperating expenses, net | 34.6 | 24.1 |
Income (loss) before income taxes | (62.2) | 3.9 |
Income tax expense (benefit) | 1.1 | (0.4) |
Net income (loss) | (63.3) | 4.3 |
Other comprehensive income, net of tax | 3.6 | 1.3 |
Comprehensive Income (Loss) | $ (59.7) | $ 5.6 |
Average Common Shares Outstanding - Basic | 50,358 | 33,791 |
Average Common Shares Outstanding - Diluted | 50,358 | 35,630 |
Earnings (Loss) Per Share - Basic | $ (1.26) | $ 0.13 |
Earnings (Loss) Per Share - Diluted | $ (1.26) | $ 0.12 |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities: | ||
Net income (loss) | $ (63.3) | $ 4.3 |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | ||
Depreciation and amortization | 33.3 | 35.7 |
Lease amortization and accretion expense | 36.9 | 43.1 |
Lease payments | (37.7) | (38.1) |
Paid-in-kind interest | 2.3 | 0 |
Debt-related amortization | 5.7 | 3.3 |
Equity-based compensation and employee benefits expense | 5.1 | 5.6 |
(Gains) losses on property disposals, net | 1 | (39.3) |
Deferred income tax benefit, net | (1) | (0.4) |
Other noncash items, net | 0.7 | 0.7 |
Changes in assets and liabilities, net: | ||
Accounts receivable | (74.9) | (61) |
Accounts payable | 36.1 | 14.9 |
Other operating assets | (4) | (3.9) |
Other operating liabilities | 21 | 19.5 |
Net cash provided by (used in) operating activities | (38.8) | (15.6) |
Investing Activities: | ||
Acquisition of property and equipment | (202.4) | (12.4) |
Proceeds from disposal of property and equipment | 0.4 | 45 |
Net cash provided by (used in) investing activities | (202) | 32.6 |
Financing Activities: | ||
Issuance of long-term debt, net | 176.5 | 0 |
Repayment of long-term debt | (0.5) | (20.1) |
Debt issuance costs | (0.1) | 0 |
Payments for tax withheld on equity-based compensation | (0.3) | (0.2) |
Net cash provided by (used in) financing activities | 175.6 | (20.3) |
Net Increase (Decrease) In Cash and Cash Equivalents and Restricted Amounts Held in Escrow | (65.2) | (3.3) |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, Beginning of Period | 478 | 109.2 |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, End of Period | 412.8 | 105.9 |
Supplemental Cash Flow Information: | ||
Interest paid | $ (27.3) | $ (8.6) |
Statements of Consolidated Shar
Statements of Consolidated Shareholders' Deficit (Unaudited) - USD ($) $ in Millions | Total | Preferred Stock | Common Stock | Capital Surplus | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock, At Cost |
Beginning balance at Dec. 31, 2019 | $ (441.2) | $ 0 | $ 0.3 | $ 2,332.9 | $ (2,312.4) | $ (369.3) | $ (92.7) |
Equity-based compensation | 1.8 | 0 | 1.8 | ||||
Net income (loss) | 4.3 | 0 | 4.3 | ||||
Amortization of prior net losses | 3.3 | 0 | 3.3 | ||||
Amortization of prior service credit | (0.1) | 0 | (0.1) | ||||
Foreign currency translation | (1.9) | 0 | (1.9) | ||||
Ending balance at Mar. 31, 2020 | (433.8) | 0 | 0.3 | 2,334.7 | (2,308.1) | (368) | (92.7) |
Beginning balance at Dec. 31, 2020 | (223.3) | 0 | 0.5 | 2,383.6 | (2,365.9) | (148.8) | (92.7) |
Equity-based compensation | 1.8 | 0 | 1.8 | ||||
Net income (loss) | (63.3) | 0 | (63.3) | ||||
Amortization of prior net losses | 3 | 0 | 3 | ||||
Amortization of prior service credit | (0.1) | 0 | (0.1) | ||||
Foreign currency translation | 0.7 | 0 | 0.7 | ||||
Ending balance at Mar. 31, 2021 | $ (281.2) | $ 0 | $ 0.5 | $ 2,385.4 | $ (2,429.2) | $ (145.2) | $ (92.7) |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Business Yellow Corporation (also referred to as “Yellow,” the “Company,” “we,” “us” or “our”) is a holding company that, through its operating subsidiaries, offers its customers a wide range of transportation services. We have one of the largest, most comprehensive less-than-truckload (“LTL”) networks in North America with local, regional, national and international capabilities. Through our team of experienced service professionals, we offer expertise in LTL shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Yellow Corporation provides for the movement of industrial, commercial and retail goods through our LTL subsidiaries including USF Holland LLC (“Holland”), New Penn Motor Express LLC (“New Penn”), USF Reddaway Inc. (“Reddaway”), YRC Inc. and YRC Freight Canada Company (both doing business as, and herein referred to as, “YRC Freight”). Our LTL companies provide regional, national and international services through a consolidated network of facilities located across the United States, Canada, and Puerto Rico. We also offer services through HNRY Logistics, Inc. (“HNRY Logistics”), our customer-specific logistics solutions provider, specializing in truckload, residential, and warehouse solutions. As of March 31, 2021, 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 | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Yellow Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. The quarters of Holland and Reddaway consist of thirteen weeks that end on a Saturday either before or after the end of March, June and September, whereas all other companies’ quarters end on the natural calendar quarter end. All normal recurring adjustments necessary for a fair presentation of the consolidated financial statements for the interim periods included herein have been made. These unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and the applicable rules and regulations. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“the 2020 Form 10-K”). Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2021. Reclassifications Certain immaterial reclassifications have been made to prior year’s balances to conform with current year presentation. 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 (in millions) 2021 2020 LTL revenue $ 1,083.5 $ 1,050.7 Other revenue 114.9 99.7 Total revenue $ 1,198.4 $ 1,150.4 Newly-Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The new standard became effective for the Company on January 1, 2021. ASU 2019-12, upon becoming effective, also removed certain exceptions to the general principles in Topic 740 including the general intraperiod tax allocation exception, and also clarifies and amends existing guidance to improve consistent application. Application of the exception to the intraperiod tax allocation rules was a factor in 2020 and certain previous years. While there are additional recently issued accounting standards that are applicable to the Company, none of these standards are expected to have a material impact on our consolidated financial statements and accompanying notes. |
Debt and Financing
Debt and Financing | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Financing | 3. Debt and Financing Our outstanding debt as of March 31, 2021, which includes our $176.5 million of additional United States Treasury (“UST”) Loan Tranche B draws during the three months then ended, consisted of the following: (in millions) Par Value Discount Commitment Fee Debt Issuance Costs Book Value Effective Interest Rate Term Loan $ 613.0 $ (19.5 ) $ — $ (8.6 ) $ 584.9 (a) 9.5 % ABL Facility — — — — — N/A UST Loan Tranche A (b) 304.4 — (16.5 ) (4.3 ) 283.6 (c) 6.5 % UST Loan Tranche B 251.3 — (13.8 ) (3.6 ) 233.9 (c) 6.5 % Secured Second A&R CDA 24.1 — — (0.1 ) 24.0 7.7 % Unsecured Second A&R CDA 43.9 — — (0.1 ) 43.8 7.7 % Lease financing obligations 225.5 — — (0.2 ) 225.3 (d) 17.3 % Total debt $ 1,462.2 $ (19.5 ) $ (30.3 ) $ (16.9 ) $ 1,395.5 Current maturities of Unsecured Second A&R CDA (1.3 ) — — — (1.3 ) Current maturities of lease financing obligations (3.1 ) — — — (3.1 ) Long-term debt $ 1,457.8 $ (19.5 ) $ (30.3 ) $ (16.9 ) $ 1,391.1 (a) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 3 or 6-month USD LIBOR, with a floor of 1.0%, plus a fixed margin of 7.5%. (b) The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn and the accumulated paid-in-kind interest, which was $4.4 million as of March 31, 2021. (c) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 2, 3 or 6-month USD LIBOR, with a floor of 1.0%, plus a fixed margin of 3.5%. (d) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements. On April 1, 2021, the Company drew $129.8 million of funds on the Tranche B UST Credit Agreement and is described in Note 9 to our consolidated financial statements. Principal Maturities of Long-Term Debt The principal maturities of long-term debt for the next five years are as follows: (in millions) Principal Maturity Amount 2021 - remaining portion $ 3.4 2022 70.7 2023 4.9 2024 1,171.1 2025 0.2 Thereafter 211.9 Total $ 1,462.2 Fair Value Measurement The book value and estimated fair values of our long-term debt, including current maturities, are summarized as follows: March 31, 2021 December 31, 2020 (in millions) Book Value Fair Value Book Value Fair Value Term Loan $ 584.9 $ 615.8 $ 582.7 $ 611.0 UST Loans 517.5 481.4 349.2 322.0 Second A&R CDA 67.8 68.3 67.8 67.8 Lease financing obligations 225.3 224.8 225.7 225.8 Total debt $ 1,395.5 $ 1,390.3 $ 1,225.4 $ 1,226.6 The fair values of the Term Loan and Second A&R CDA were estimated based on observable prices (level two inputs for fair value measurements). The fair value of the UST Loans is estimated using certain inputs that are unobservable (level three input for fair value measurement), which are based on the discounted amount of future cash flows using our current estimated incremental rate of borrowing for similar liabilities or assets. The fair value of the lease financing obligations are estimated using a publicly traded secured loan with similar characteristics (level three input for fair value measurement). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 4. Leases Leases (in millions) March 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 246.4 $ 276.0 Liabilities Current Current operating lease liabilities $ 108.1 $ 114.2 Noncurrent Operating lease liabilities 148.5 172.6 Total lease liabilities $ 256.6 $ 286.8 Three Months Lease Cost (in millions) 2021 2020 Operating lease cost (a) $ 36.9 $ 43.1 Short-term cost (b) 9.6 2.0 Variable lease cost (b) 2.5 2.4 Total lease cost $ 49.0 $ 47.5 (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. (b) These costs are classified and recorded primarily within purchased transportation. Remaining Maturities of Lease Liabilities (in millions) Operating Leases 2021 - remaining portion $ 103.0 2022 95.1 2023 53.0 2024 23.0 2025 10.8 After 2025 26.9 Total lease payments $ 311.8 Less: imputed interest 55.2 Present value of lease liabilities $ 256.6 Lease Term and Discount Rate (years and percent) Weighted-Average Remaining Lease Term Weighted-Average Discount Rate Operating leases 3.2 12.0% Three Months Other Information (in millions) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 37.2 $ 38.0 Leased assets obtained in exchange for new operating lease liabilities $ 0.6 $ 3.7 |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 5. Employee Benefits Qualified and Nonqualified Defined Benefit Pension Plans The following table presents the components of our Company-sponsored pension plan costs: Three Months (in millions) 2021 2020 Interest cost $ 7.7 $ 9.6 Expected return on plan assets (12.0 ) (14.9 ) Amortization of prior service credit (0.1 ) (0.1 ) Amortization of prior net pension loss 3.0 3.7 Total net periodic pension (benefit) cost $ (1.4 ) $ (1.7 ) |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 6. 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 are as follows: Three Months (dollars in millions, except per share data; shares and stock units in thousands) 2021 2020 Basic and dilutive net income (loss) available to common shareholders $ (63.3 ) $ 4.3 Basic weighted average shares outstanding 50,358 33,791 Effect of dilutive securities: Unvested shares and stock units (a) — 1,839 Dilutive weighted average shares outstanding $ 50,358 $ 35,630 Basic earnings (loss) per share (b) $ (1.26 ) $ 0.13 Diluted earnings (loss) per share (b) $ (1.26 ) $ 0.12 (a) Includes unvested shares of Common Stock, unvested stock units, and vested stock units for which the underlying Common Stock has not been distributed. (b) Earnings (loss) per share is based on unrounded figures and not the rounded figures presented. Given our net loss position for the three months ended March 31, 2021, we do not report dilutive securities for this period. At March 31, 2021 and 2020, our anti-dilutive unvested shares and stock units not included in the calculation of diluted earnings (loss) per share were approximately 35,000 and 176,000, respectively. |
Commitments, Contingencies and
Commitments, Contingencies and Uncertainties | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Uncertainties | 7. Commitments, Contingencies and Uncertainties Department of Defense Complaints In December 2018, the United States on behalf of the United States Department of Defense filed a complaint in Intervention against the Company (and two other defendants) in the U.S. District 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. On July 17, 2020, the Magistrate Judge to whom the case had been referred issued a Report and Recommendation recommending that the District Judge grant the Company’s motion to dismiss in part with respect to one claim and deny it in all other respects. On July 31, 2020 the Company filed its Objections to the Report and Recommendation with the District Court. Management believes the Company has meritorious defenses against the remaining counts 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 U.S. 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 alleged that the defendants had violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements relating to the Company’s freight billing practices as alleged in the Department of Defense complaint described above. The action included 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. On March 27, 2020, the court granted defendants’ motion to dismiss in its entirety and entered judgment closing the case. The co-lead plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit on April 27, 2020. That appeal is pending and has been fully briefed. On December 16, 2020, the parties to the appeal filed an informative notice to inform the Second Circuit that they would engage in mediation to explore whether the case can be resolved. In February 2021, the parties to the appeal reached an agreement in principle to settle the matter for an immaterial amount, which agreement remains subject to certain conditions, including execution of a definitive settlement agreement and court approval. On February 10, 2021, the Second Circuit granted the parties’ joint motion to stay the appeal and remand the case to the District Court for consideration once the parties have documented the proposed settlement and presented it to the court for approval. On April 12, 2021, the parties executed the definitive settlement documents, agreeing to settle the case for $2.1 million, subject to court approval. Plaintiffs filed a motion on April 15, 2021 asking the court to preliminarily approve the proposed settlement and authorize notice to the settlement class. The court granted preliminary approval on April 19, 2021, and scheduled a fairness hearing for August 18, 2021. Shareholder Derivative Complaint In February 2021, two putative shareholders filed an action derivatively and on behalf of the Company naming Douglas A. Carty, Raymond J. Bromark, William R. Davidson, Matthew A. Doheny, Robert L Friedman, James E. Hoffman, Michael J. Kneeland, Patricia M. Nazemetz, James F. Winestock, Jamie G. Pierson, Darren D. Hawkins, James L. Welch and Stephanie D. Fisher individually as defendants and the Company as the nominal defendant. The case, captioned Bhandari, et al. v. Carty, et al. Bhandari 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Under the applicable accounting standards the Company is deemed a related party with the United States federal government as a result of the UST Credit Agreements and the associated issuance of common stock to the UST in July 2020. In the ordinary course of business, the Company has continued to regularly transact with various authorities associated with the United States federal government (the “U.S. government”) and to also operate in an industry subject to various U.S. government regulations. These transactions and regulatory oversight relationships include the Company providing a full range of transportation services to various U.S. government entities and the Company being subject to certain applicable U.S. government regulations such as those of the U.S. Departments of Transportation and Homeland Security, as examples. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On April 1, 2021, the Company received $129.8 million of funds on a draw of the Tranche B UST Credit Agreement. The Tranche B UST Credit Agreement requires these funds to be used for the purchase of tractors and trailers, and the remaining undrawn portion is $18.9 million after this drawdown. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements include the accounts of Yellow Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. The quarters of Holland and Reddaway consist of thirteen weeks that end on a Saturday either before or after the end of March, June and September, whereas all other companies’ quarters end on the natural calendar quarter end. All normal recurring adjustments necessary for a fair presentation of the consolidated financial statements for the interim periods included herein have been made. These unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and the applicable rules and regulations. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“the 2020 Form 10-K”). Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2021. |
Reclassifications | Reclassifications Certain immaterial reclassifications have been made to prior year’s balances to conform with current year presentation. |
Revenue Disaggregation | Disaggregation of Revenue The Company’s revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network: Three Months (in millions) 2021 2020 LTL revenue $ 1,083.5 $ 1,050.7 Other revenue 114.9 99.7 Total revenue $ 1,198.4 $ 1,150.4 |
Newly Adopted Accounting Standards | Newly-Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The new standard became effective for the Company on January 1, 2021. ASU 2019-12, upon becoming effective, also removed certain exceptions to the general principles in Topic 740 including the general intraperiod tax allocation exception, and also clarifies and amends existing guidance to improve consistent application. Application of the exception to the intraperiod tax allocation rules was a factor in 2020 and certain previous years. While there are additional recently issued accounting standards that are applicable to the Company, none of these standards are expected to have a material impact on our consolidated financial statements and accompanying notes. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Disaggregation of Revenue | The Company’s revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network: Three Months (in millions) 2021 2020 LTL revenue $ 1,083.5 $ 1,050.7 Other revenue 114.9 99.7 Total revenue $ 1,198.4 $ 1,150.4 |
Debt and Financing (Tables)
Debt and Financing (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | Our outstanding debt as of March 31, 2021, which includes our $176.5 million of additional United States Treasury (“UST”) Loan Tranche B draws during the three months then ended, consisted of the following: (in millions) Par Value Discount Commitment Fee Debt Issuance Costs Book Value Effective Interest Rate Term Loan $ 613.0 $ (19.5 ) $ — $ (8.6 ) $ 584.9 (a) 9.5 % ABL Facility — — — — — N/A UST Loan Tranche A (b) 304.4 — (16.5 ) (4.3 ) 283.6 (c) 6.5 % UST Loan Tranche B 251.3 — (13.8 ) (3.6 ) 233.9 (c) 6.5 % Secured Second A&R CDA 24.1 — — (0.1 ) 24.0 7.7 % Unsecured Second A&R CDA 43.9 — — (0.1 ) 43.8 7.7 % Lease financing obligations 225.5 — — (0.2 ) 225.3 (d) 17.3 % Total debt $ 1,462.2 $ (19.5 ) $ (30.3 ) $ (16.9 ) $ 1,395.5 Current maturities of Unsecured Second A&R CDA (1.3 ) — — — (1.3 ) Current maturities of lease financing obligations (3.1 ) — — — (3.1 ) Long-term debt $ 1,457.8 $ (19.5 ) $ (30.3 ) $ (16.9 ) $ 1,391.1 (a) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 3 or 6-month USD LIBOR, with a floor of 1.0%, plus a fixed margin of 7.5%. (b) The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn and the accumulated paid-in-kind interest, which was $4.4 million as of March 31, 2021. (c) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 2, 3 or 6-month USD LIBOR, with a floor of 1.0%, plus a fixed margin of 3.5%. (d) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements. |
Schedule of Maturities of Long-term Debt | The principal maturities of long-term debt for the next five years are as follows: (in millions) Principal Maturity Amount 2021 - remaining portion $ 3.4 2022 70.7 2023 4.9 2024 1,171.1 2025 0.2 Thereafter 211.9 Total $ 1,462.2 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The book value and estimated fair values of our long-term debt, including current maturities, are summarized as follows: March 31, 2021 December 31, 2020 (in millions) Book Value Fair Value Book Value Fair Value Term Loan $ 584.9 $ 615.8 $ 582.7 $ 611.0 UST Loans 517.5 481.4 349.2 322.0 Second A&R CDA 67.8 68.3 67.8 67.8 Lease financing obligations 225.3 224.8 225.7 225.8 Total debt $ 1,395.5 $ 1,390.3 $ 1,225.4 $ 1,226.6 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of Assets and Liabilities | Leases (in millions) March 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 246.4 $ 276.0 Liabilities Current Current operating lease liabilities $ 108.1 $ 114.2 Noncurrent Operating lease liabilities 148.5 172.6 Total lease liabilities $ 256.6 $ 286.8 |
Summary of Lease Cost | Three Months Lease Cost (in millions) 2021 2020 Operating lease cost (a) $ 36.9 $ 43.1 Short-term cost (b) 9.6 2.0 Variable lease cost (b) 2.5 2.4 Total lease cost $ 49.0 $ 47.5 (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. (b) These costs are classified and recorded primarily within purchased transportation. Three Months Other Information (in millions) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 37.2 $ 38.0 Leased assets obtained in exchange for new operating lease liabilities $ 0.6 $ 3.7 |
Summary of Remaining Maturities of Lease Liabilities | Remaining Maturities of Lease Liabilities (in millions) Operating Leases 2021 - remaining portion $ 103.0 2022 95.1 2023 53.0 2024 23.0 2025 10.8 After 2025 26.9 Total lease payments $ 311.8 Less: imputed interest 55.2 Present value of lease liabilities $ 256.6 |
Summary of Lease Term and Discount Rate | Lease Term and Discount Rate (years and percent) Weighted-Average Remaining Lease Term Weighted-Average Discount Rate Operating leases 3.2 12.0% |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Costs of Retirement Plans | The following table presents the components of our Company-sponsored pension plan costs: Three Months (in millions) 2021 2020 Interest cost $ 7.7 $ 9.6 Expected return on plan assets (12.0 ) (14.9 ) Amortization of prior service credit (0.1 ) (0.1 ) Amortization of prior net pension loss 3.0 3.7 Total net periodic pension (benefit) cost $ (1.4 ) $ (1.7 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Dilutive Earnings (Loss) Per Share | Our calculations for basic and dilutive earnings (loss) per share are as follows: Three Months (dollars in millions, except per share data; shares and stock units in thousands) 2021 2020 Basic and dilutive net income (loss) available to common shareholders $ (63.3 ) $ 4.3 Basic weighted average shares outstanding 50,358 33,791 Effect of dilutive securities: Unvested shares and stock units (a) — 1,839 Dilutive weighted average shares outstanding $ 50,358 $ 35,630 Basic earnings (loss) per share (b) $ (1.26 ) $ 0.13 Diluted earnings (loss) per share (b) $ (1.26 ) $ 0.12 (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. |
Description of Business - Addit
Description of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Workforce Subject to Collective Bargaining Arrangements | Labor Force Concentration Risk | |
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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Operating Revenue | $ 1,198.4 | $ 1,150.4 |
LTL revenue | ||
Revenue from External Customer [Line Items] | ||
Operating Revenue | 1,083.5 | 1,050.7 |
Other revenue | ||
Revenue from External Customer [Line Items] | ||
Operating Revenue | $ 114.9 | $ 99.7 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - Accounting Standards Update 2019-12 | Mar. 31, 2021 |
Accounting Policy [Line Items] | |
Change in accounting principle, ASU adopted | true |
Change in accounting principle, ASU adoption date | Jan. 1, 2021 |
Change in accounting principle, ASU, immaterial effect | true |
Debt and Financing - Additional
Debt and Financing - Additional Information (Details) - USD ($) $ in Millions | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||
Draw of funds to acquire tractors and trailers | $ 202.4 | $ 12.4 | |
UST Loan | Tranche B | |||
Debt Instrument [Line Items] | |||
Proceeds from debt | $ 176.5 | ||
UST Credit Agreement | Tranche B | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Draw of funds to acquire tractors and trailers | $ 129.8 |
Debt and Financing - Schedule o
Debt and Financing - Schedule of Outstanding Debt (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Par Value | $ 1,462.2 | |
Discount | (19.5) | |
Commitment Fee | (30.3) | |
Debt Issuance Costs | (16.9) | |
Book Value | 1,395.5 | |
Book Value, Current Maturities | (4.4) | $ (4) |
Par Value, Excluding Current Maturities | 1,457.8 | |
Premium (Discount), Excluding Current Maturities | (19.5) | |
Commitment Fee, Excluding Current Maturities | (30.3) | |
Debt Issuance Costs, Noncurrent | (16.9) | |
Book Value, Excluding Current Maturities | 1,391.1 | $ 1,221.4 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Par Value | 613 | |
Discount | (19.5) | |
Commitment Fee | 0 | |
Debt Issuance Costs | (8.6) | |
Book Value | $ 584.9 | |
Effective Interest Rate | 9.50% | |
ABL Facility | 2014 ABL Facility Credit Agreement | ||
Debt Instrument [Line Items] | ||
Par Value | $ 0 | |
Discount | 0 | |
Commitment Fee | 0 | |
Debt Issuance Costs | 0 | |
Book Value | 0 | |
Tranche A | UST Loan | ||
Debt Instrument [Line Items] | ||
Par Value | 304.4 | |
Discount | 0 | |
Commitment Fee | (16.5) | |
Debt Issuance Costs | (4.3) | |
Book Value | $ 283.6 | |
Effective Interest Rate | 6.50% | |
Tranche B | UST Loan | ||
Debt Instrument [Line Items] | ||
Par Value | $ 251.3 | |
Discount | 0 | |
Commitment Fee | (13.8) | |
Debt Issuance Costs | (3.6) | |
Book Value | 233.9 | |
Secured Second A&R CDA | ||
Debt Instrument [Line Items] | ||
Par Value | 24.1 | |
Discount | 0 | |
Commitment Fee | 0 | |
Debt Issuance Costs | (0.1) | |
Book Value | $ 24 | |
Effective Interest Rate | 7.70% | |
Unsecured Second A&R CDA | ||
Debt Instrument [Line Items] | ||
Par Value | $ 43.9 | |
Discount | 0 | |
Commitment Fee | 0 | |
Debt Issuance Costs | (0.1) | |
Book Value | $ 43.8 | |
Effective Interest Rate | 7.70% | |
Par Value, Current Maturities | $ (1.3) | |
Discount, Current Maturities | 0 | |
Commitment Fee, Current Maturities | 0 | |
Deferred Issuance Costs, Current | 0 | |
Book Value, Current Maturities | (1.3) | |
Lease financing obligations | ||
Debt Instrument [Line Items] | ||
Par Value | 225.5 | |
Discount | 0 | |
Commitment Fee | 0 | |
Debt Issuance Costs | (0.2) | |
Book Value | $ 225.3 | |
Effective Interest Rate | 17.30% | |
Par Value, Current Maturities | $ (3.1) | |
Discount, Current Maturities | 0 | |
Commitment Fee, Current Maturities | 0 | |
Deferred Issuance Costs, Current | 0 | |
Book Value, Current Maturities | $ (3.1) |
Debt and Financing - Schedule_2
Debt and Financing - Schedule of Outstanding Debt (Parenthetical) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Tranche A | UST Loan | |
Debt Instrument [Line Items] | |
Floor interest rate | 1.00% |
Basis spread on variable rate | 3.50% |
Accumulated paid-in-kind interest | $ 4.4 |
London Interbank Offered Rate (LIBOR) | New Term Loan | |
Debt Instrument [Line Items] | |
Floor interest rate | 1.00% |
Basis spread on variable rate | 7.50% |
Debt and Financing - Schedule_3
Debt and Financing - Schedule of Maturities of Long-term Debt (Details) $ in Millions | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 - remaining portion | $ 3.4 |
2022 | 70.7 |
2023 | 4.9 |
2024 | 1,171.1 |
2025 | 0.2 |
Thereafter | 211.9 |
Total | $ 1,462.2 |
Debt and Financing - Schedule_4
Debt and Financing - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 1,395.5 | $ 1,225.4 |
Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,390.3 | 1,226.6 |
UST Loan | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 517.5 | 349.2 |
UST Loan | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 481.4 | 322 |
Term Loan | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 584.9 | 582.7 |
Term Loan | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 615.8 | 611 |
Lease financing obligations | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 225.3 | 225.7 |
Lease financing obligations | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 224.8 | 225.8 |
Second A&R CDA | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 67.8 | 67.8 |
Second A&R CDA | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 68.3 | $ 67.8 |
Leases - Summary of Assets and
Leases - Summary of Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 246.4 | $ 276 |
Current operating lease liabilities | 108.1 | 114.2 |
Operating lease liabilities | 148.5 | 172.6 |
Present value of lease liabilities | $ 256.6 | $ 286.8 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 36.9 | $ 43.1 |
Short-term cost | 9.6 | 2 |
Variable lease cost | 2.5 | 2.4 |
Total lease cost | $ 49 | $ 47.5 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Remaining Maturities of Lease Liabilities (in millions) | ||
2021 - remaining portion | $ 103 | |
2022 | 95.1 | |
2023 | 53 | |
2024 | 23 | |
2025 | 10.8 | |
After 2025 | 26.9 | |
Total lease payments | 311.8 | |
Less: imputed interest | 55.2 | |
Present value of lease liabilities | $ 256.6 | $ 286.8 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Details) | Mar. 31, 2021 |
Leases [Abstract] | |
Weighted-Average Remaining Lease Term | 3 years 2 months 12 days |
Weighted-Average Discount Rate | 12.00% |
Leases - Summary of Other Infor
Leases - Summary of Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 37.2 | $ 38 |
Leased assets obtained in exchange for new operating lease liabilities | $ 0.6 | $ 3.7 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Components of Our Company-Sponsored Pension Plan Costs (Details) - Qualified and Nonqualified - Defined Benefit Pension Plans - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 7.7 | $ 9.6 |
Expected return on plan assets | (12) | (14.9) |
Amortization of prior service credit | (0.1) | (0.1) |
Amortization of prior net pension loss | 3 | 3.7 |
Total net periodic pension (benefit) cost | $ (1.4) | $ (1.7) |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Basic and Dilutive Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ (63.3) | $ 4.3 |
Average Common Shares Outstanding - Basic | 50,358 | 33,791 |
Effect of dilutive securities: | ||
Unvested shares and stock units | 1,839 | |
Dilutive weighted average shares outstanding | 50,358 | 35,630 |
Earnings (Loss) Per Share - Basic | $ (1.26) | $ 0.13 |
Earnings (Loss) Per Share - Diluted | $ (1.26) | $ 0.12 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Anti-Dilutive Unvested Shares and Options | ||
Earnings Per Share [Line Items] | ||
Anti-dilutive unvested shares and options | 35,000 | 176,000 |
Commitments, Contingencies an_2
Commitments, Contingencies and Uncertainties - Additional Information (Details) | Apr. 12, 2021USD ($) |
Subsequent Event | Christina Lewis | |
Loss Contingencies [Line Items] | |
Agreed settlement amount subject to court approval | $ 2.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - UST Credit Agreement - Tranche B - Subsequent Event $ in Millions | Apr. 01, 2021USD ($) |
Subsequent Event [Line Items] | |
Draw of funds to acquire tractors and trailers | $ 129.8 |
Remaining undrawn portion | $ 18.9 |