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Share Name | Share Symbol | Market | Type |
---|---|---|---|
YRC Worldwide Inc | NASDAQ:YRCW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.11 | 5.09 | 5.11 | 0 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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48-0948788
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10990 Roe Avenue, Overland Park, Kansas
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66211
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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ý
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Class
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Outstanding at April 28, 2017
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Common Stock, $0.01 par value per share
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33,530,642 shares
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Item
|
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Page
|
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1
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||
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||
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||
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||
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||
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2
|
||
3
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||
4
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||
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1
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||
1A
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||
6
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||
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March 31,
2017 |
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December 31,
2016 |
||||
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(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
182.4
|
|
|
$
|
136.7
|
|
Restricted amounts held in escrow
|
28.0
|
|
|
126.7
|
|
||
Accounts receivable, net
|
493.8
|
|
|
448.7
|
|
||
Prepaid expenses and other
|
84.7
|
|
|
68.7
|
|
||
Total current assets
|
788.9
|
|
|
780.8
|
|
||
Property and Equipment:
|
|
|
|
||||
Cost
|
2,755.0
|
|
|
2,787.0
|
|
||
Less – accumulated depreciation
|
(1,909.6
|
)
|
|
(1,916.4
|
)
|
||
Net property and equipment
|
845.4
|
|
|
870.6
|
|
||
Intangibles, net
|
27.2
|
|
|
27.2
|
|
||
Restricted amounts held in escrow
|
16.0
|
|
|
12.3
|
|
||
Deferred income taxes, net
|
—
|
|
|
24.9
|
|
||
Other assets
|
50.4
|
|
|
54.2
|
|
||
Total Assets
|
$
|
1,727.9
|
|
|
$
|
1,770.0
|
|
Liabilities and Shareholders’ Deficit
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
156.7
|
|
|
$
|
160.6
|
|
Wages, vacations and employee benefits
|
205.7
|
|
|
191.0
|
|
||
Deferred income taxes, net
|
—
|
|
|
24.9
|
|
||
Claims and insurance accruals
|
115.2
|
|
|
114.9
|
|
||
Other accrued taxes
|
28.8
|
|
|
27.6
|
|
||
Other current and accrued liabilities
|
21.5
|
|
|
26.1
|
|
||
Current maturities of long-term debt
|
17.3
|
|
|
16.8
|
|
||
Total current liabilities
|
545.2
|
|
|
561.9
|
|
||
Other Liabilities:
|
|
|
|
||||
Long-term debt, less current portion
|
972.9
|
|
|
980.3
|
|
||
Deferred income taxes, net
|
3.1
|
|
|
3.6
|
|
||
Pension and postretirement
|
357.4
|
|
|
358.2
|
|
||
Claims and other liabilities
|
287.3
|
|
|
282.2
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ Deficit:
|
|
|
|
||||
Preferred stock, $1 par value per share
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share
|
0.3
|
|
|
0.3
|
|
||
Capital surplus
|
2,318.3
|
|
|
2,319.2
|
|
||
Accumulated deficit
|
(2,243.1
|
)
|
|
(2,217.8
|
)
|
||
Accumulated other comprehensive loss
|
(420.8
|
)
|
|
(425.2
|
)
|
||
Treasury stock, at cost (410 shares)
|
(92.7
|
)
|
|
(92.7
|
)
|
||
Total shareholders’ deficit
|
(438.0
|
)
|
|
(416.2
|
)
|
||
Total Liabilities and Shareholders’ Deficit
|
$
|
1,727.9
|
|
|
$
|
1,770.0
|
|
|
Three Months
|
||||||
|
2017
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|
2016
|
||||
Operating Revenue
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$
|
1,170.6
|
|
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$
|
1,120.3
|
|
Operating Expenses:
|
|
|
|
||||
Salaries, wages and employee benefits
|
721.7
|
|
|
698.1
|
|
||
Operating expenses and supplies
|
216.3
|
|
|
190.2
|
|
||
Purchased transportation
|
134.5
|
|
|
115.5
|
|
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Depreciation and amortization
|
37.1
|
|
|
40.7
|
|
||
Other operating expenses
|
61.3
|
|
|
62.7
|
|
||
(Gains) losses on property disposals, net
|
2.7
|
|
|
(0.3
|
)
|
||
Total operating expenses
|
1,173.6
|
|
|
1,106.9
|
|
||
Operating Income (Loss)
|
(3.0
|
)
|
|
13.4
|
|
||
Nonoperating Expenses:
|
|
|
|
||||
Interest expense
|
25.4
|
|
|
26.1
|
|
||
Other, net
|
1.0
|
|
|
1.1
|
|
||
Nonoperating expenses, net
|
26.4
|
|
|
27.2
|
|
||
Loss before income taxes
|
(29.4
|
)
|
|
(13.8
|
)
|
||
Income tax benefit
|
(4.1
|
)
|
|
(1.8
|
)
|
||
Net loss
|
(25.3
|
)
|
|
(12.0
|
)
|
||
Other comprehensive income (loss), net of tax
|
4.4
|
|
|
(2.6
|
)
|
||
Comprehensive Loss
|
$
|
(20.9
|
)
|
|
$
|
(14.6
|
)
|
|
|
|
|
||||
Average Common Shares Outstanding – Basic
|
32,568
|
|
|
32,264
|
|
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Average Common Shares Outstanding – Diluted
|
32,568
|
|
|
32,264
|
|
||
|
|
|
|
||||
Loss Per Share – Basic
|
$
|
(0.78
|
)
|
|
$
|
(0.37
|
)
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Loss Per Share – Diluted
|
$
|
(0.78
|
)
|
|
$
|
(0.37
|
)
|
|
2017
|
|
2016
|
||||
Operating Activities:
|
|
|
|
||||
Net loss
|
$
|
(25.3
|
)
|
|
$
|
(12.0
|
)
|
Noncash items included in net loss:
|
|
|
|
||||
Depreciation and amortization
|
37.1
|
|
|
40.7
|
|
||
Noncash equity-based compensation and employee benefits expense
|
5.3
|
|
|
5.2
|
|
||
(Gains) losses on property disposals, net
|
2.7
|
|
|
(0.3
|
)
|
||
Gain on disposal of equity method investment
|
—
|
|
|
(2.3
|
)
|
||
Other noncash items, net
|
2.9
|
|
|
4.4
|
|
||
Changes in assets and liabilities, net:
|
|
|
|
||||
Accounts receivable
|
(45.0
|
)
|
|
(35.2
|
)
|
||
Accounts payable
|
(9.2
|
)
|
|
(0.8
|
)
|
||
Other operating assets
|
(8.0
|
)
|
|
(6.9
|
)
|
||
Other operating liabilities
|
13.6
|
|
|
(3.9
|
)
|
||
Net cash used in operating activities
|
(25.9
|
)
|
|
(11.1
|
)
|
||
Investing Activities:
|
|
|
|
||||
Acquisition of property and equipment
|
(16.3
|
)
|
|
(19.8
|
)
|
||
Proceeds from disposal of property and equipment
|
1.5
|
|
|
4.4
|
|
||
Restricted escrow receipts
|
95.0
|
|
|
27.2
|
|
||
Proceeds from disposal of equity method investment, net
|
—
|
|
|
14.6
|
|
||
Net cash provided by investing activities
|
80.2
|
|
|
26.4
|
|
||
Financing Activities:
|
|
|
|
||||
Repayments of long-term debt
|
(5.4
|
)
|
|
(4.2
|
)
|
||
Debt issuance costs
|
(3.2
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(8.6
|
)
|
|
(4.2
|
)
|
||
Net Increase In Cash and Cash Equivalents
|
45.7
|
|
|
11.1
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
136.7
|
|
|
173.8
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
182.4
|
|
|
$
|
184.9
|
|
|
|
|
|
||||
Supplemental Cash Flow Information
:
|
|
|
|
||||
Interest paid
|
$
|
(30.4
|
)
|
|
$
|
(19.8
|
)
|
Income tax refund (payment), net
|
4.4
|
|
|
(1.4
|
)
|
Preferred Stock:
|
|
||
Beginning and ending balance
|
$
|
—
|
|
Common Stock:
|
|
||
Beginning and ending balance
|
$
|
0.3
|
|
Capital Surplus:
|
|
||
Beginning balance
|
$
|
2,319.2
|
|
Equity-based compensation
|
(0.9
|
)
|
|
Ending balance
|
$
|
2,318.3
|
|
Accumulated Deficit:
|
|
||
Beginning balance
|
$
|
(2,217.8
|
)
|
Net loss
|
(25.3
|
)
|
|
Ending balance
|
$
|
(2,243.1
|
)
|
Accumulated Other Comprehensive Loss:
|
|
||
Beginning balance
|
$
|
(425.2
|
)
|
Reclassification of net pension actuarial losses to net income, net of tax
|
3.9
|
|
|
Foreign currency translation adjustments
|
0.5
|
|
|
Ending balance
|
$
|
(420.8
|
)
|
Treasury Stock, At Cost:
|
|
||
Beginning and ending balance
|
$
|
(92.7
|
)
|
Total Shareholders’ Deficit
|
$
|
(438.0
|
)
|
•
|
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 our LTL subsidiaries YRC Inc. (doing business as, and herein referred to as, “YRC Freight”) and Reimer Express Lines Ltd. (“YRC Reimer”). YRC Reimer is a subsidiary located in Canada that specializes in shipments into, across and out of Canada. 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.
|
|
|
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Fair Value Measurement Hierarchy
|
||||||||||||
(in millions)
|
Total Carrying
Value
|
|
Quoted prices
in active market
(Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Restricted amounts held in escrow-current
|
$
|
28.0
|
|
|
$
|
28.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted amounts held in escrow-long term
|
16.0
|
|
|
16.0
|
|
|
—
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
44.0
|
|
|
$
|
44.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As of March 31, 2017 (in millions)
|
Par Value
|
|
Discount
|
|
Debt Issuance Costs
|
|
Book
Value
|
|
Stated
Interest Rate
|
|
Average Effective
Interest Rate
|
||||||||||
Term Loan
|
$
|
636.9
|
|
|
$
|
(2.4
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
624.0
|
|
|
8.50
|
%
|
(a)
|
8.70
|
%
|
ABL Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
||||
Secured Second A&R CDA
|
27.2
|
|
|
—
|
|
|
(0.1
|
)
|
|
27.1
|
|
|
4.3-18.3%
|
|
|
7.5
|
%
|
||||
Unsecured Second A&R CDA
|
73.2
|
|
|
—
|
|
|
(0.4
|
)
|
|
72.8
|
|
|
4.3-18.3%
|
|
|
7.5
|
%
|
||||
Lease financing obligations
|
267.5
|
|
|
—
|
|
|
(1.2
|
)
|
|
266.3
|
|
|
9.0-18.2%
|
|
|
12.0
|
%
|
||||
Total debt
|
$
|
1,004.8
|
|
|
$
|
(2.4
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
990.2
|
|
|
|
|
|
||
Current maturities of Term Loan
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
|
|
|
||||||
Current maturities of lease financing obligations
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
|
|
|
|
||||||
Long-term debt
|
$
|
987.5
|
|
|
$
|
(2.4
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
972.9
|
|
|
|
|
|
Four Consecutive Fiscal Quarters Ending
|
Maximum Total
Leverage Ratio
|
|
Four Consecutive Fiscal Quarters Ending
|
Maximum Total
Leverage Ratio
|
March 31, 2017
|
3.85 to 1.00
|
|
March 31, 2018
|
3.50 to 1.00
|
June 30, 2017
|
3.85 to 1.00
|
|
June 30, 2018
|
3.50 to 1.00
|
September 30, 2017
|
3.75 to 1.00
|
|
September 30, 2018
|
3.25 to 1.00
|
December 31, 2017
|
3.50 to 1.00
|
|
December 31, 2018
|
3.25 to 1.00
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
(in millions)
|
Book Value
|
|
Fair value
|
|
Book Value
|
|
Fair value
|
||||||||
Term Loan
|
$
|
624.0
|
|
|
$
|
632.4
|
|
|
$
|
627.2
|
|
|
$
|
638.1
|
|
Lease financing obligations
|
266.3
|
|
|
251.5
|
|
|
268.6
|
|
|
259.1
|
|
||||
Second A&R CDA
|
99.9
|
|
|
99.7
|
|
|
101.3
|
|
|
101.8
|
|
||||
Total debt
|
$
|
990.2
|
|
|
$
|
983.6
|
|
|
$
|
997.1
|
|
|
$
|
999.0
|
|
|
Three Months
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Service cost
|
$
|
1.3
|
|
|
$
|
1.6
|
|
Interest cost
|
12.8
|
|
|
14.0
|
|
||
Expected return on plan assets
|
(14.8
|
)
|
|
(14.1
|
)
|
||
Amortization of net pension loss
|
3.9
|
|
|
3.4
|
|
||
Total periodic pension cost
|
$
|
3.2
|
|
|
$
|
4.9
|
|
(shares in thousands)
|
2017
|
|
Beginning balance
|
32,473
|
|
Issuance of equity awards
|
239
|
|
Ending balance
|
32,712
|
|
(in millions)
|
YRC Freight
|
|
Regional
Transportation
|
|
Corporate/
Eliminations
|
|
Consolidated
|
||||||||
As of March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Identifiable assets
|
$
|
1,069.9
|
|
|
$
|
667.5
|
|
|
$
|
(9.5
|
)
|
|
$
|
1,727.9
|
|
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Identifiable assets
|
$
|
1,208.7
|
|
|
$
|
642.9
|
|
|
$
|
(81.6
|
)
|
|
$
|
1,770.0
|
|
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
External revenue
|
$
|
728.9
|
|
|
$
|
441.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
1,170.6
|
|
Operating income (loss)
|
$
|
(10.5
|
)
|
|
$
|
12.2
|
|
|
$
|
(4.7
|
)
|
|
$
|
(3.0
|
)
|
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
||||||||
External revenue
|
$
|
695.7
|
|
|
$
|
424.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
1,120.3
|
|
Operating income (loss)
|
$
|
4.1
|
|
|
$
|
12.4
|
|
|
$
|
(3.1
|
)
|
|
$
|
13.4
|
|
•
|
general economic factors, including (without limitation) customer demand in the retail and manufacturing sectors;
|
•
|
business risks and increasing costs associated with the transportation industry, including increasing equipment, operational and technology costs;
|
•
|
competition and competitive pressure on pricing;
|
•
|
the risk of labor disruptions or stoppages if our relationship with our employees and unions were to deteriorate;
|
•
|
changes in pension expense and funding obligations, subject to interest rate volatility;
|
•
|
increasing costs relating to our self-insurance claims expenses;
|
•
|
our ability to finance the maintenance, acquisition and replacement of revenue equipment and other necessary capital expenditures;
|
•
|
our ability to comply and the cost of compliance with, or liability resulting from violation of, federal, state, local and foreign laws and regulations, including (without limitation) labor laws and laws and regulations regarding the environment;
|
•
|
impediments to our operations and business resulting from anti-terrorism measures;
|
•
|
the impact of claims and litigation expense to which we are or may become exposed;
|
•
|
that we may not realize the expected benefits and costs savings from our performance and operational improvement initiatives;
|
•
|
our ability to attract and retain qualified drivers and increasing costs of driver compensation;
|
•
|
a significant privacy breach or IT system disruption;
|
•
|
risks of operating in foreign countries;
|
•
|
our dependence on key employees;
|
•
|
seasonality;
|
•
|
changes in the cost of fuel or the index upon which we base our fuel surcharge and the effectiveness of our fuel surcharge program in protecting us against fuel price volatility;
|
•
|
our ability to generate sufficient liquidity to satisfy our cash needs and future cash commitments, including (without limitation) our obligations related to our indebtedness and lease and pension funding requirements, and our ability to achieve increased cash flows through improvement in operations;
|
•
|
limitations on our operations, our financing opportunities, potential strategic transactions, acquisitions or dispositions resulting from restrictive covenants in the documents governing our existing and future indebtedness;
|
•
|
our failure to comply with the covenants in the documents governing our existing and future indebtedness;
|
•
|
fluctuations in the price of our common stock;
|
•
|
dilution from future issuances of our common stock;
|
•
|
our intention not to pay dividends on our common stock;
|
•
|
that we have the ability to issue preferred stock that may adversely affect the rights of holders of our common stock; and
|
•
|
other risks and contingencies, including (without limitation) the risk factors that are included in our reports filed with the SEC, including those described under “Risk Factors” in our annual report on Form 10-K and quarterly reports on Form 10-Q, including this quarterly report.
|
•
|
Operating Revenue:
Our operating revenue has two primary components: volume (commonly evaluated using number of shipments and weight per shipment) and yield or price (commonly evaluated on a dollar-per-hundred weight basis and a dollar-per-shipment basis). Yield includes fuel surcharge revenue, which is common in the trucking industry and represents an amount charged to customers that adjusts with changing fuel prices. We base our fuel surcharges on a published national index and adjust them weekly. Rapid material changes in the index or our cost of fuel can positively or negatively impact our revenue and operating income (loss) versus prior periods, as there is a lag in our adjustment of base rates in response to changes in fuel surcharge. We believe that fuel surcharge is an accepted and important component of the overall pricing of our services to our customers. Without an industry accepted fuel surcharge program, our base pricing for our transportation services would require numerous changes. We believe the distinction between base rates and fuel surcharge has blurred over time, and it is impractical to clearly separate all the different factors that influence the price that our customers are willing to pay. In general, under our present fuel surcharge program, we believe rising fuel costs are beneficial to us and falling fuel costs are detrimental to us.
|
•
|
Operating Income (Loss):
Operating income (loss) is our operating revenue less operating expenses. Our consolidated operating income (loss) includes certain corporate charges that are not allocated to our YRC Freight and Regional Transportation reporting segments.
|
•
|
Operating Ratio:
Operating ratio is a common operating performance metric used in the trucking industry. It is calculated as (i) 100 percent (ii) minus the result of dividing operating income by operating revenue or (iii) plus the result of dividing operating loss by operating revenue, and expressed as a percentage.
|
•
|
Non-GAAP Financial Measures:
We use EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, to assess the following:
|
◦
|
EBITDA:
a non-GAAP measure that reflects our earnings before interest, taxes, depreciation, and amortization expense. EBITDA is used for internal management purposes as a financial measure that reflects our core operating performance.
|
◦
|
Adjusted EBITDA:
a non-GAAP measure that reflects EBITDA, and further adjusts for letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring professional fees, non-recurring consulting fees, expenses associated with certain lump sum payments to our union employees and gains or losses from permitted dispositions and discontinued operations, among other items, as defined in our credit facilities. Adjusted EBITDA is used for internal management purposes as a financial measure that reflects our core operating performance, to measure compliance with financial covenants in our credit facilities and to determine certain executive bonus compensation.
|
◦
|
EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or fund principal payments on our outstanding debt;
|
◦
|
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to fund restructuring professional fees, nonrecurring consulting fees, letter of credit fees, service interest, principal payments on our outstanding debt or lump sum payments to our union employees required under the Memorandum of Understanding;
|
◦
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;
|
◦
|
Equity-based compensation is an element of our long-term incentive compensation package, although Adjusted EBITDA excludes employee equity-based compensation expense when presenting our ongoing operating performance for a particular period; and
|
◦
|
Other companies in our industry may calculate Adjusted EBITDA differently than we do, potentially limiting its usefulness as a comparative measure.
|
|
|
First Quarter
|
||||||||
(in millions)
|
|
2017
|
|
2016
|
|
Percent Change
|
||||
Operating revenue
|
|
$
|
1,170.6
|
|
|
$
|
1,120.3
|
|
|
4.5%
|
Operating income (loss)
|
|
$
|
(3.0
|
)
|
|
$
|
13.4
|
|
|
NM*
|
Nonoperating expenses, net
|
|
$
|
26.4
|
|
|
$
|
27.2
|
|
|
(2.9)%
|
Net loss
|
|
$
|
(25.3
|
)
|
|
$
|
(12.0
|
)
|
|
110.8%
|
•
|
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 our LTL subsidiaries YRC Freight and YRC Reimer. YRC Reimer is a subsidiary located in Canada that specializes in shipments into, across and out of Canada. 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 Holland, New Penn and 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.
|
|
First Quarter
|
||||||||
(in millions)
|
2017
|
|
2016
|
|
Percent Change
|
||||
Operating revenue
|
$
|
728.9
|
|
|
$
|
695.7
|
|
|
4.8%
|
Operating income (loss)
|
$
|
(10.5
|
)
|
|
$
|
4.1
|
|
|
NM*
|
Operating ratio
(a)
|
101.4
|
%
|
|
99.4
|
%
|
|
(2.0) pp
|
(a)
|
pp represents the change in percentage points
|
|
First Quarter
|
|
|
|||||||
|
2017
|
|
2016
|
|
Percent Change
(b)
|
|||||
Workdays
|
64.0
|
|
|
63.5
|
|
|
|
|||
|
|
|
|
|
|
|||||
Total picked up revenue (in millions)
(a)
|
$
|
728.2
|
|
|
$
|
695.6
|
|
|
4.7
|
%
|
Total tonnage (in thousands)
|
1,547
|
|
|
1,485
|
|
|
4.2
|
%
|
||
Total tonnage per day (in thousands)
|
24.18
|
|
|
23.38
|
|
|
3.4
|
%
|
||
Total shipments (in thousands)
|
2,586
|
|
|
2,514
|
|
|
2.9
|
%
|
||
Total shipments per day (in thousands)
|
40.40
|
|
|
39.58
|
|
|
2.1
|
%
|
||
Total picked up revenue per hundred weight
|
$
|
23.53
|
|
|
$
|
23.42
|
|
|
0.5
|
%
|
Total picked up revenue per hundred weight (excluding fuel surcharge)
|
$
|
21.06
|
|
|
$
|
21.42
|
|
|
(1.7
|
)%
|
Total picked up revenue per shipment
|
$
|
282
|
|
|
$
|
277
|
|
|
1.8
|
%
|
Total picked up revenue per shipment (excluding fuel surcharge)
|
$
|
252
|
|
|
$
|
253
|
|
|
(0.4
|
)%
|
Total weight per shipment (in pounds)
|
1,197
|
|
|
1,181
|
|
|
1.3
|
%
|
|
First Quarter
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
(a)
Reconciliation of operating revenue to total picked up revenue:
|
|
|
|
||||
Operating revenue
|
$
|
728.9
|
|
|
$
|
695.7
|
|
Change in revenue deferral and other
|
(0.7
|
)
|
|
(0.1
|
)
|
||
Total picked up revenue
|
$
|
728.2
|
|
|
$
|
695.6
|
|
|
First Quarter
|
|||||||||
(in millions)
|
2017
|
|
2016
|
|
Percent Change
|
|||||
Operating revenue
|
$
|
441.8
|
|
|
$
|
424.8
|
|
|
4.0
|
%
|
Operating income
|
$
|
12.2
|
|
|
$
|
12.4
|
|
|
(1.6
|
)%
|
Operating ratio
(a)
|
97.2
|
%
|
|
97.1
|
%
|
|
(0.1
|
) pp
|
(a)
|
pp represents the change in percentage points
|
|
First Quarter
|
|
|
|||||||
|
2017
|
|
2016
|
|
Percent Change
(b)
|
|||||
Workdays
|
64.0
|
|
|
64.5
|
|
|
|
|||
|
|
|
|
|
|
|||||
Total picked up revenue (in millions)
(a)
|
$
|
443.1
|
|
|
$
|
426.7
|
|
|
3.9
|
%
|
Total tonnage (in thousands)
|
1,925
|
|
|
1,900
|
|
|
1.3
|
%
|
||
Total tonnage per day (in thousands)
|
30.07
|
|
|
29.46
|
|
|
2.1
|
%
|
||
Total shipments (in thousands)
|
2,545
|
|
|
2,558
|
|
|
(0.5
|
)%
|
||
Total shipments per day (in thousands)
|
39.77
|
|
|
39.65
|
|
|
0.3
|
%
|
||
Total picked up revenue per hundred weight
|
$
|
11.51
|
|
|
$
|
11.23
|
|
|
2.5
|
%
|
Total picked up revenue per hundred weight (excluding fuel surcharge)
|
$
|
10.34
|
|
|
$
|
10.31
|
|
|
0.2
|
%
|
Total picked up revenue per shipment
|
$
|
174
|
|
|
$
|
167
|
|
|
4.4
|
%
|
Total picked up revenue per shipment (excluding fuel surcharge)
|
$
|
156
|
|
|
$
|
153
|
|
|
2.0
|
%
|
Total weight per shipment (in pounds)
|
1,512
|
|
|
1,486
|
|
|
1.8
|
%
|
|
First Quarter
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
(a)
Reconciliation of operating revenue to total picked up revenue:
|
|
|
|
||||
Operating revenue
|
$
|
441.8
|
|
|
$
|
424.8
|
|
Change in revenue deferral and other
|
1.3
|
|
|
1.9
|
|
||
Total picked up revenue
|
$
|
443.1
|
|
|
$
|
426.7
|
|
|
First Quarter
|
|
Trailing Twelve Months Ended
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||||
Reconciliation of net income (loss) to Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(25.3
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
8.2
|
|
|
$
|
10.3
|
|
Interest expense, net
|
25.2
|
|
|
26.0
|
|
|
102.2
|
|
|
105.7
|
|
||||
Income tax expense (benefit)
|
(4.1
|
)
|
|
(1.8
|
)
|
|
0.8
|
|
|
(8.3
|
)
|
||||
Depreciation and amortization
|
37.1
|
|
|
40.7
|
|
|
156.2
|
|
|
162.8
|
|
||||
EBITDA
|
32.9
|
|
|
52.9
|
|
|
267.4
|
|
|
270.5
|
|
||||
Adjustments for Term Loan Agreement:
|
|
|
|
|
|
|
|
||||||||
(Gains) losses on property disposals, net
|
2.7
|
|
|
(0.3
|
)
|
|
(11.6
|
)
|
|
0.3
|
|
||||
Letter of credit expense
|
1.7
|
|
|
2.2
|
|
|
7.2
|
|
|
8.8
|
|
||||
Restructuring professional fees
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|
0.2
|
|
||||
Nonrecurring consulting fees
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
||||
Permitted dispositions and other
|
0.1
|
|
|
—
|
|
|
3.1
|
|
|
0.2
|
|
||||
Equity-based compensation expense
|
1.4
|
|
|
1.8
|
|
|
6.9
|
|
|
9.8
|
|
||||
Amortization of ratification bonus
|
—
|
|
|
4.6
|
|
|
—
|
|
|
18.3
|
|
||||
Non-union pension settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
28.7
|
|
||||
Other, net
(a)
|
2.2
|
|
|
1.7
|
|
|
2.6
|
|
|
(1.6
|
)
|
||||
Adjusted EBITDA
|
$
|
43.2
|
|
|
$
|
62.9
|
|
|
$
|
277.8
|
|
|
$
|
337.4
|
|
|
|
First Quarter
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
Adjusted EBITDA by segment:
|
|
|
|
|
||||
YRC Freight
|
|
$
|
14.9
|
|
|
$
|
30.1
|
|
Regional Transportation
|
|
29.4
|
|
|
33.4
|
|
||
Corporate and other
|
|
(1.1
|
)
|
|
(0.6
|
)
|
||
Adjusted EBITDA
|
|
$
|
43.2
|
|
|
$
|
62.9
|
|
|
|
First Quarter
|
||||||
YRC Freight segment (in millions)
|
|
2017
|
|
2016
|
||||
Reconciliation of operating income (loss) to Adjusted EBITDA:
|
|
|
|
|
||||
Operating income (loss)
|
|
$
|
(10.5
|
)
|
|
$
|
4.1
|
|
Depreciation and amortization
|
|
21.3
|
|
|
22.7
|
|
||
(Gains) losses on property disposals, net
|
|
2.1
|
|
|
(0.8
|
)
|
||
Letter of credit expense
|
|
1.1
|
|
|
1.4
|
|
||
Amortization of ratification bonus
|
|
—
|
|
|
3.0
|
|
||
Other, net
(a)
|
|
0.9
|
|
|
(0.3
|
)
|
||
Adjusted EBITDA
|
|
$
|
14.9
|
|
|
$
|
30.1
|
|
|
|
First Quarter
|
||||||
Regional Transportation segment (in millions)
|
|
2017
|
|
2016
|
||||
Reconciliation of operating income to Adjusted EBITDA:
|
|
|
|
|
||||
Operating income
|
|
$
|
12.2
|
|
|
$
|
12.4
|
|
Depreciation and amortization
|
|
15.8
|
|
|
18.0
|
|
||
Losses on property disposals, net
|
|
0.6
|
|
|
0.5
|
|
||
Letter of credit expense
|
|
0.5
|
|
|
0.7
|
|
||
Amortization of ratification bonus
|
|
—
|
|
|
1.6
|
|
||
Other, net
(a)
|
|
0.3
|
|
|
0.2
|
|
||
Adjusted EBITDA
|
|
$
|
29.4
|
|
|
$
|
33.4
|
|
|
|
First Quarter
|
||||||
Corporate and other (in millions)
|
|
2017
|
|
2016
|
||||
Reconciliation of operating loss to Adjusted EBITDA:
|
|
|
|
|
||||
Operating loss
|
|
$
|
(4.7
|
)
|
|
$
|
(3.1
|
)
|
Letter of credit expense
|
|
0.1
|
|
|
0.1
|
|
||
Restructuring professional fees
|
|
2.2
|
|
|
—
|
|
||
Permitted dispositions and other
|
|
0.1
|
|
|
—
|
|
||
Equity-based compensation expense
|
|
1.4
|
|
|
1.8
|
|
||
Other, net
(a)
|
|
(0.2
|
)
|
|
0.6
|
|
||
Adjusted EBITDA
|
|
$
|
(1.1
|
)
|
|
$
|
(0.6
|
)
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(in millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
ABL Facility
(a)
|
$
|
15.1
|
|
|
$
|
7.1
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan
(b)
|
739.1
|
|
|
61.4
|
|
|
677.7
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing obligations
(c)
|
131.6
|
|
|
42.5
|
|
|
55.7
|
|
|
16.0
|
|
|
17.4
|
|
|||||
Pension deferral obligations
(d)
|
121.1
|
|
|
7.5
|
|
|
113.6
|
|
|
—
|
|
|
—
|
|
|||||
Workers’ compensation, property damage and liability claims obligations
(e)
|
367.9
|
|
|
101.1
|
|
|
117.1
|
|
|
52.0
|
|
|
97.7
|
|
|||||
Operating leases
(f)
|
316.6
|
|
|
103.8
|
|
|
142.7
|
|
|
53.1
|
|
|
17.0
|
|
|||||
Other contractual obligations
(g)
|
16.6
|
|
|
15.8
|
|
|
0.7
|
|
|
0.1
|
|
|
—
|
|
|||||
Capital expenditures
(h)
|
14.7
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,722.7
|
|
|
$
|
353.9
|
|
|
$
|
1,115.5
|
|
|
$
|
121.2
|
|
|
$
|
132.1
|
|
(a)
|
The ABL Facility includes future payments for the letter of credit and unused line fees and are not included on the Company’s consolidated balance sheets.
|
(b)
|
The Term Loan includes principal and interest payments, but excludes unamortized discounts.
|
(c)
|
The lease financing obligations include interest payments of
$86.9 million
and principal payments of
$44.7 million
. The remaining principal obligation is offset by the estimated book value of leased property at the expiration date of each lease agreement.
|
(d)
|
Pension deferral obligations includes principal and interest payments on the Second A&R CDA.
|
(e)
|
The workers’ compensation, property damage and liability claims obligations represent our estimate of future payments for these obligations, not all of which are contractually required.
|
(f)
|
Operating leases represent future payments, which include interest, under contractual lease arrangements primarily for revenue equipment and are not included on the Company’s consolidated balance sheets.
|
(g)
|
Other contractual obligations includes future service agreements and certain maintenance agreements and are not included on the Company’s consolidated balance sheets.
|
(h)
|
Capital expenditure obligations primarily includes noncancelable purchase orders for revenue equipment not yet delivered and are not included in the Company’s consolidated balance sheets.
|
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||
(in millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
ABL Facility availability
(a)
|
61.9
|
|
|
$
|
—
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Letters of credit
(b)
|
359.2
|
|
|
—
|
|
|
359.2
|
|
|
—
|
|
|
—
|
|
|||||
Surety bonds
(c)
|
126.0
|
|
|
125.8
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
547.1
|
|
|
$
|
125.8
|
|
|
$
|
421.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
(a)
|
Availability under the ABL Facility is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our outstanding letters of credit. Managed Accessibility, as defined, was
$19.6 million
.
|
(b)
|
Letters of credit outstanding are generally required as collateral to support self-insurance programs and do not represent additional liabilities as the underlying self-insurance accruals are already included in our consolidated balance sheets.
|
(c)
|
Surety bonds are generally required for workers’ compensation to support self-insurance programs, which include certain bonds that do not have an expiration date but are redeemable on demand, and do not represent additional liabilities as the underlying self-insurance accruals are already included in our consolidated balance sheets.
|
Number of Votes For
|
Number of Votes Withheld
|
Number of Votes Abstaining
|
28,185,873
|
654,098
|
611,749
|
Number of Votes For
|
Number of Votes Against
|
Number of Votes Abstaining
|
Broker Non-Votes
|
23,677,017
|
1,084,906
|
88,067
|
4,601,730
|
Every One Year
|
Every Two Years
|
Every Three Years
|
Abstain
|
21,540,751
|
15,849
|
3,251,566
|
41,824
|
10.1+
|
General Release and Post-Employment Consulting Agreement between Jamie G. Pierson and YRC Worldwide Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on January 4, 2017, File No. 000-12255).
|
10.2
|
Amendment No. 3 to Credit Agreement, by and among the Company, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch as administrative agent (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on January 31, 2017, File No. 000-12255).
|
10.3+
|
YRC Worldwide Inc. Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on February 24, 2017, File No. 000-12255).
|
31.1*
|
Certification of James L. Welch filed pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Stephanie D. Fisher filed pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of James L. Welch furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of Stephanie D. Fisher furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
YRC WORLDWIDE INC.
|
|
|
|
|
|
|
Date: May 4, 2017
|
|
/s/ James L. Welch
|
|
|
James L. Welch
|
|
|
Chief Executive Officer
|
|
|
|
Date: May 4, 2017
|
|
/s/ Stephanie D. Fisher
|
|
|
Stephanie D. Fisher
|
|
|
Acting Chief Financial Officer and Vice President and
|
|
|
Controller
|
1 Year YRC Worldwide Chart |
1 Month YRC Worldwide Chart |
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