YRC Worldwide Inc. (NASDAQ: YRCW) reported results for the third
quarter ended September 30, 2020. Operating revenue was $1.183
billion and operating income was $19.4 million. In comparison,
operating revenue in the third quarter of 2019 was $1.257 billion
and operating income was $23.8 million, which included a $1.0
million net loss on property disposals.
Net loss for third quarter 2020 was $2.0
million, or $0.04 per share, compared to net loss of $16.0 million,
or $0.48 per share, in third quarter 2019.
“During the quarter we transitioned to managing
our business in a tighter capacity environment and setting the
stage for 2021. Improving tonnage trends late in Q3 has allowed LTL
pricing to firm up with less volatility expected moving forward”
said Darren Hawkins, Chief Executive Officer.
“We ended the quarter with just over $450
million in liquidity with a reaffirmed focus on managing our
operations through the changes we’ve seen over the past 6 months,
which has put us in a position to invest back into our business as
we move forward. At the beginning of the quarter we secured a
commitment with the US Treasury, and in October we received the
first $75 million of the $400 million in Tranche B funds. These
funds are dedicated for investment in our fleet”, continued
Hawkins.
Yellow
BrandThe Company announced that in 2021 the
holding company will move forward under the heritage Yellow brand.
The Company anticipates its LTL brands Holland, New Penn, Reddaway
and YRC Freight, as well as HNRY Logistics will continue operating
under their current names.
“Following an in-depth study, Yellow is the
right brand and it’s the right time to modernize our existing
holding company brand in conjunction with our enterprise
transformation. The YRC Worldwide Inc. name was selected over a
decade ago when the strategy of the Company included pursuits
outside of North America. Today we have one of the largest, most
comprehensive LTL and logistics networks focused on serving North
America and the Yellow brand, as the original LTL company, reflects
a strong and proud history”, continued Hawkins.
Leadership and Board of
DirectorsThe Company also announced today that Jamie
Pierson has resigned as the Chief Financial Officer and from the
Board of Directors. This departure does not reflect any
disagreements about the Company’s past financial reports or
disclosures.
“Jamie has been instrumental in several
financial transactions at critical times that have helped preserve
an essential part of the American supply chain and the livelihoods
of 30,000 families. Most recently he helped facilitate the CARES
Act loan process and secure the other amendments to our credit
facilities. We thank Jamie for his dedicated service to YRCW”,
continued Hawkins.
As a result of this change effective
immediately, Dan Olivier has been appointed as interim CFO. He has
22 years with the Company, including 12 years as the Vice President
of Finance at Holland. Most recently Mr. Olivier served as the Vice
President, Financial Planning and Analysis at YRC Worldwide
Inc.
“Dan’s knowledge of the Company and his
extensive involvement with every aspect of our business will
provide for a smooth transition during this interim period,”
continued Hawkins.
The Company recently named Leah Dawson Executive
Vice President and General Counsel. Previously she had served as
YRC Worldwide Inc.’s Assistant General Counsel since 2012. In
addition, Darrel Harris has joined the Company and will serve in
the newly created position of Executive Vice President of Strategic
Initiatives. He most recently served as CEO of Xpress Global
Systems for the past four years and is a 25-year industry veteran
with extensive LTL experience.
The Company also announced two additions to its
Board of Directors, former New Mexico Governor Susana Martinez and
Shaunna D. Jones. Governor Martinez was the first female Hispanic
governor in United States history and the first female governor of
New Mexico. Ms. Jones has a legal background focused on
transformation and strategic initiatives and currently serves as
the U.S. Director of Diversity & Inclusion at Cleary Gottlieb
Steen & Hamilton LLP.
“As we move forward with our work to operate as
one company, Governor Martinez’s and Ms. Jones’s backgrounds will
enhance our ability to grow while building our workforce with
leaders that bring to us new perspectives and experiences”,
concluded Hawkins.
Third Quarter
2020 Financial
Update
- Revenue decreased by $73.4 million
to $1.183 billion compared to revenue of $1.257 billion in third
quarter of 2019.
- Net loss decreased by $14.0 million
to $2.0 million compared to a net loss of $16.0 million in third
quarter of 2019.
- On a non-GAAP basis, the Company
generated consolidated Adjusted EBITDA of $62.0 million in the
third quarter of 2020, a $3.9 million decrease compared to $65.9
million in the prior year comparable quarter (as detailed in the
reconciliation below). Last twelve months (LTM) consolidated
Adjusted EBITDA was $179.8 million compared to $240.8 million in
2019 (as detailed in the reconciliation below).
Third Quarter
2020 Operational
Update
- LTL revenue per hundredweight
including fuel surcharge decreased 4.0%; however, LTL weight per
shipment increased 2.2% resulting in an LTL revenue per shipment
decrease of 1.9% when compared to the same period in 2019.
Excluding fuel surcharge, LTL revenue per hundredweight was down
1.4% and LTL revenue per shipment was up 0.8%.
- LTL tonnage per day decreased 4.1%
when compared to 3Q19. LTL tonnage per day improved 6.2% in
September as compared to August.
- The consolidated operating ratio
for the quarter was 98.4 compared to 98.1 in 3Q19.
Liquidity Update (as
of September 30,
2020)
- The Company’s available liquidity
as calculated under our credit agreement, which was comprised of
cash and cash equivalents and Managed Accessibility (as detailed in
the supplemental information provided below) under its ABL
facility, was $453.7 million as of September 30, 2020.
- The Company’s outstanding debt was
$1.156 billion, an increase of $249.3 million compared to $906.3
million as of September 30, 2019.
- For the nine months ended September
30, 2020, cash provided by operating activities was $108.5 million
compared to $13.4 million for the nine months ended September 30,
2019.
Key Information – Third
quarter 2020 compared to Third quarter 2019
YRC Worldwide |
|
2020 |
|
2019 |
|
Percent Change(a) |
Workdays |
|
64.0 |
|
63.0 |
|
|
Operating revenue
(in millions) |
$ |
1,183.4 |
$ |
1,256.8 |
|
(5.8)% |
Operating income
(in millions) |
$ |
19.4 |
$ |
23.8 |
|
(18.5)% |
Operating
ratio |
|
98.4 |
|
98.1 |
|
(0.3 pp) |
LTL tonnage per
day (in thousands) |
|
40.38 |
|
42.11 |
|
(4.1)% |
LTL shipments per
day (in thousands) |
|
70.00 |
|
74.64 |
|
(6.2)% |
LTL picked up
revenue per hundredweight incl FSC |
$ |
20.82 |
$ |
21.70 |
|
(4.0)% |
LTL picked up
revenue per hundredweight excl FSCLTL picked up revenue per
shipment incl FSCLTL picked up revenue per shipment excl FSCLTL
weight/shipment (in pounds) |
$$$ |
18.90
240 2181,154 |
$$$ |
19.16
245 2161,128 |
|
(1.4)%(1.9)%0.8%2.2% |
Total tonnage per
day (in thousands) |
|
51.49 |
|
52.81 |
|
(2.5)% |
Total shipments
per day (in thousands) |
|
72.02 |
|
76.34 |
|
(5.7)% |
Total picked up
revenue per hundredweight incl FSC |
$ |
17.89 |
$ |
18.75 |
|
(4.6)% |
Total picked up
revenue per hundredweight excl FSCTotal picked up revenue per
shipment incl FSCTotal picked up revenue per shipment excl FSCTotal
weight/shipment (in pounds) |
$$$ |
16.29
256 2331,430 |
$$$ |
16.61
259 2301,383 |
|
(1.9)%(1.4)%1.3%3.3% |
(a) Percent
change based on unrounded figures and not the rounded figures
presentedReview of Financial Results
YRC Worldwide Inc. will host a conference call
with the investment community today, Monday November 2, 2020,
beginning at 5:00 p.m. ET.
A live audio webcast of the conference call and
presentation slides will be available on YRC Worldwide Inc.’s
website www.yrcw.com. A replay of the webcast will also be
available at www.yrcw.com.
Non-GAAP Financial Measures
EBITDA is a non-GAAP measure that reflects the
company’s earnings before interest, taxes, depreciation, and
amortization expense. Adjusted EBITDA is 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 charges, transaction costs related to
issuances of debt, non-recurring consulting fees, non-cash
impairment charges and the gains or losses from permitted
dispositions, discontinued operations, and certain non-cash
expenses, charges and losses (provided that if any of such non-cash
expenses, charges or losses represents an accrual or reserve for
potential cash items in any future period, the cash payment in
respect thereof in such future period will be subtracted from
Adjusted EBITDA in such future period to the extent paid). Adjusted
EBITDA as used herein is defined as Consolidated EBITDA in our UST
Credit Agreements and New Term Loan Agreement (collectively, the
“TL Agreements”). EBITDA and Adjusted EBITDA are used for internal
management purposes as a financial measure that reflects the
company’s core operating performance. In addition, management uses
Adjusted EBITDA to measure compliance with financial covenants in
our TL Agreements and to determine certain management and employee
bonus compensation. We believe our presentation of EBITDA and
Adjusted EBITDA is useful to investors and other users as these
measures represent key supplemental information our management uses
to compare and evaluate our core underlying business results,
particularly in light of our leverage position and the
capital-intensive nature of our business. Further, EBITDA is a
measure that is commonly used by other companies in our industry
and provides a comparison for investors to evaluate the performance
of the companies in the industry. Additionally, Adjusted EBITDA
helps investors to understand how the company is tracking against
our financial covenants in our TL Agreements.
EBITDA and Adjusted EBITDA have the following
limitations:
- 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 service interest or fund principal
payments on our outstanding debt, letter of credit expenses,
restructuring charges, transaction costs related to debt, non-cash
charges, charges or losses (subject to the conditions above), or
nonrecurring consulting fees, among other items;
- Although depreciation and amortization are non-cash charges,
the assets being depreciated and amortized will 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 program for certain employees, 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, limiting its usefulness as a comparative
measure.
Because of these limitations, our non-GAAP
measures should not be considered a substitute for performance
measures calculated in accordance with GAAP. We compensate for
these limitations by relying primarily on our GAAP results and
using our non-GAAP measures as secondary measures. The company has
provided reconciliations of its non-GAAP measures to GAAP net
income (loss) and operating income (loss) within the supplemental
financial information in this release.
Forward-Looking Statements
This news release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Words such as “will,”
“expect,” “intend,” “anticipate,” “believe,” “could,” “would,”
“should,” “may,” “project,” “forecast,” “look forward,” “propose,”
“plan,” “designed,” “enable,” and similar expressions which speak
only as of the date the statement was made are intended to identify
forward-looking statements. Forward-looking statements are
inherently uncertain, are based upon current beliefs, assumptions
and expectations of Company management and current market
conditions, and are subject to significant business, economic,
competitive, regulatory and other risks, uncertainties and
contingencies, known and unknown, many of which are beyond our
control. Our future financial condition and results could differ
materially from those predicted in such forward-looking statements
because of a number of factors, including (without limitation)
general economic factors and transportation industry-specific
economic conditions, including the impact of COVID-19; our ability
to generate sufficient liquidity to satisfy our cash needs and
future cash commitments, including (without limitation) the impact
of COVID-19 on our results of operations, financial condition
and cash flows; our obligations related to our indebtedness and
lease and pension funding requirements, and our ability to achieve
increased cash flows through improvement in operations; our failure
to comply with the covenants in the documents governing our
existing and future indebtedness; 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 and disruption from
natural disasters; competition and competitive pressure on pricing;
the risk of labor disruptions or stoppages, if our relationship
with our employees and unions were to deteriorate; increasing
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; failure to 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; shortages of fuel and 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; 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;
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.
About YRC Worldwide
YRC Worldwide Inc. has one of the largest, most
comprehensive logistics and less-than-truckload (LTL) networks in
North America with local, regional, national, and international
capabilities. Through our teams of experienced service
professionals, YRC Worldwide offers industry-leading expertise in
flexible supply chain solutions, ensuring customers can ship
industrial, commercial, and retail goods with confidence. YRC
Worldwide, headquartered in Overland Park, Kan., is the holding
company for a portfolio of LTL brands including Holland, New Penn,
Reddaway, and YRC Freight, as well as the logistics company HNRY
Logistics.
Please visit our website at www.yrcw.com for
more information.
Investor
Contact: Tony
Carreño913-696-6108investor@yrcw.com
Media
Contact: Mike
Kelley913-696-6121mike.kelley@yrcw.com
SOURCE: YRC Worldwide
CONSOLIDATED BALANCE
SHEETS |
|
YRC Worldwide Inc.
and Subsidiaries |
|
(Amounts in millions
except share and per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
|
|
|
2020 |
|
|
2019 |
|
|
ASSETS |
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
434.1 |
|
|
$ |
109.2 |
|
|
|
Restricted amounts held in escrow |
|
|
4.4 |
|
|
|
- |
|
|
|
Accounts receivable, net |
|
|
541.3 |
|
|
|
464.4 |
|
|
|
Prepaid expenses and other |
|
|
53.3 |
|
|
|
44.6 |
|
|
|
|
Total current assets |
|
|
1,033.1 |
|
|
|
618.2 |
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT: |
|
|
|
|
|
|
Cost |
|
|
2,709.8 |
|
|
|
2,761.6 |
|
|
|
Less - accumulated depreciation |
|
|
(2,012.0 |
) |
|
|
(1,991.3 |
) |
|
|
|
Net property
and equipment |
|
|
697.8 |
|
|
|
770.3 |
|
|
|
|
|
|
|
|
|
|
Deferred income taxes, net |
|
|
0.5 |
|
|
|
0.6 |
|
|
Operating lease right-of-use assets |
|
|
299.4 |
|
|
|
386.0 |
|
|
Other assets |
|
|
77.5 |
|
|
|
56.5 |
|
|
|
|
Total
assets |
|
$ |
2,108.3 |
|
|
$ |
1,831.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
Accounts payable |
|
$ |
196.9 |
|
|
$ |
163.7 |
|
|
|
Wages, vacations, and employee benefits |
|
|
234.3 |
|
|
|
195.9 |
|
|
|
Current operating lease liabilities |
|
|
115.9 |
|
|
|
120.8 |
|
|
|
Other current and accrued liabilities |
|
|
160.4 |
|
|
|
167.5 |
|
|
|
Current maturities of long-term debt |
|
|
4.0 |
|
|
|
4.1 |
|
|
|
|
Total
current liabilities |
|
|
711.5 |
|
|
|
652.0 |
|
|
|
|
|
|
|
|
|
|
OTHER LIABILITIES: |
|
|
|
|
|
|
Long-term debt, less current portion |
|
|
1,099.2 |
|
|
|
858.1 |
|
|
|
Pension and postretirement |
|
|
104.2 |
|
|
|
236.5 |
|
|
|
Operating lease liabilities |
|
|
196.2 |
|
|
|
246.3 |
|
|
|
Claims and other liabilities |
|
|
320.3 |
|
|
|
279.9 |
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' DEFICIT: |
|
|
|
|
|
|
Preferred stock, $1 par value per share |
|
|
- |
|
|
|
- |
|
|
|
Common stock, $0.01 par value per share |
|
|
0.5 |
|
|
|
0.3 |
|
|
|
Capital surplus |
|
|
2,383.1 |
|
|
|
2,332.9 |
|
|
|
Accumulated deficit |
|
|
(2,347.2 |
) |
|
|
(2,312.4 |
) |
|
|
Accumulated other comprehensive loss |
|
|
(266.8 |
) |
|
|
(369.3 |
) |
|
|
Treasury stock, at cost (410 shares) |
|
|
(92.7 |
) |
|
|
(92.7 |
) |
|
|
|
Total shareholders' deficit |
|
|
(323.1 |
) |
|
|
(441.2 |
) |
|
|
|
Total
liabilities and shareholders' deficit |
|
$ |
2,108.3 |
|
|
$ |
1,831.6 |
|
|
|
|
|
|
|
|
|
|
STATEMENTS OF
CONSOLIDATED COMPREHENSIVE INCOME (LOSS) |
YRC Worldwide Inc.
and Subsidiaries |
For the Three and
Nine Months Ended September 30 |
(Amounts in millions
except per share data, shares in thousands) |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING REVENUE |
$ |
1,183.4 |
|
|
$ |
1,256.8 |
|
|
$ |
3,349.2 |
|
|
$ |
3,711.7 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
Salaries, wages and employee benefits |
|
720.6 |
|
|
|
756.2 |
|
|
|
2,088.7 |
|
|
|
2,256.7 |
|
|
Fuel, operating expenses and supplies |
|
175.4 |
|
|
|
218.9 |
|
|
|
546.1 |
|
|
|
683.1 |
|
|
Purchased transportation |
|
177.1 |
|
|
|
160.7 |
|
|
|
439.3 |
|
|
|
465.0 |
|
|
Depreciation and amortization |
|
32.5 |
|
|
|
37.2 |
|
|
|
102.4 |
|
|
|
115.7 |
|
|
Other operating expenses |
|
58.4 |
|
|
|
59.0 |
|
|
|
175.2 |
|
|
|
180.2 |
|
|
(Gains) losses on property disposals, net |
|
- |
|
|
|
1.0 |
|
|
|
(45.3 |
) |
|
|
(3.6 |
) |
|
Impairment charges |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
1,164.0 |
|
|
|
1,233.0 |
|
|
|
3,306.4 |
|
|
|
3,705.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
19.4 |
|
|
|
23.8 |
|
|
|
42.8 |
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
NONOPERATING EXPENSES: |
|
|
|
|
|
|
|
|
Interest expense |
|
33.4 |
|
|
|
27.9 |
|
|
|
101.9 |
|
|
|
83.1 |
|
|
Loss on extinguishment of debt |
|
- |
|
|
|
11.2 |
|
|
|
- |
|
|
|
11.2 |
|
|
Non-union pension and postretirement benefits |
|
(1.1 |
) |
|
|
2.0 |
|
|
|
(4.3 |
) |
|
|
2.8 |
|
|
Other, net |
|
- |
|
|
|
(0.8 |
) |
|
|
(1.2 |
) |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonoperating
expenses, net |
|
32.3 |
|
|
|
40.3 |
|
|
|
96.4 |
|
|
|
96.2 |
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
(12.9 |
) |
|
|
(16.5 |
) |
|
|
(53.6 |
) |
|
|
(89.8 |
) |
INCOME TAX BENEFIT |
|
(10.9 |
) |
|
|
(0.5 |
) |
|
|
(18.8 |
) |
|
|
(1.1 |
) |
NET LOSS |
|
(2.0 |
) |
|
|
(16.0 |
) |
|
|
(34.8 |
) |
|
|
(88.7 |
) |
OTHER COMPREHENSIVE INCOME, NET OF TAX |
|
98.0 |
|
|
|
3.6 |
|
|
|
102.5 |
|
|
|
9.1 |
|
COMPREHENSIVE INCOME (LOSS) |
$ |
96.0 |
|
|
$ |
(12.4 |
) |
|
$ |
67.7 |
|
|
$ |
(79.6 |
) |
|
|
|
|
|
|
|
|
|
|
AVERAGE COMMON SHARES OUTSTANDING - BASIC |
|
48,672 |
|
|
|
33,259 |
|
|
|
38,864 |
|
|
|
33,098 |
|
AVERAGE COMMON SHARES OUTSTANDING - DILUTED |
|
48,672 |
|
|
|
33,259 |
|
|
|
38,864 |
|
|
|
33,098 |
|
|
|
|
|
|
|
|
|
|
|
LOSS PER SHARE - BASIC |
$ |
(0.04 |
) |
|
$ |
(0.48 |
) |
|
$ |
(0.90 |
) |
|
$ |
(2.68 |
) |
LOSS PER SHARE - DILUTED |
$ |
(0.04 |
) |
|
$ |
(0.48 |
) |
|
$ |
(0.90 |
) |
|
$ |
(2.68 |
) |
|
|
|
|
|
|
|
|
|
|
OPERATING RATIO (a): |
|
98.4 |
% |
|
|
98.1 |
% |
|
|
98.7 |
% |
|
|
99.8 |
% |
|
|
|
|
|
|
|
|
|
|
(a) Operating ratio 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. |
STATEMENTS OF
CONSOLIDATED CASH FLOWS |
YRC Worldwide Inc.
and Subsidiaries |
For the Nine Months
Ended September 30 |
(Amounts in
millions) |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net loss |
|
$ |
(34.8 |
) |
|
$ |
(88.7 |
) |
|
|
Adjustments to reconcile net loss to cash flows from operating
activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
102.4 |
|
|
|
115.7 |
|
|
|
|
Lease amortization and accretion expense |
|
122.7 |
|
|
|
124.7 |
|
|
|
|
Lease payments |
|
|
(94.6 |
) |
|
|
(113.4 |
) |
|
|
|
Paid-in-kind
interest |
|
|
40.5 |
|
|
|
- |
|
|
|
|
Equity-based compensation and employee benefits expense |
|
14.4 |
|
|
|
14.4 |
|
|
|
|
Non-union pension settlement charge |
|
1.9 |
|
|
|
1.7 |
|
|
|
|
Gains on property disposals, net |
|
(45.3 |
) |
|
|
(3.6 |
) |
|
|
|
Loss on extinguishment of debt |
|
- |
|
|
|
11.2 |
|
|
|
|
Impairment
charges |
|
|
- |
|
|
|
8.2 |
|
|
|
|
Deferred income tax benefit, net |
|
(11.1 |
) |
|
|
(2.3 |
) |
|
|
|
Other non-cash items, net |
|
11.6 |
|
|
|
4.1 |
|
|
|
Changes in assets and liabilities, net: |
|
|
|
|
|
|
Accounts
receivable |
|
|
(76.9 |
) |
|
|
(42.8 |
) |
|
|
|
Accounts
payable |
|
|
24.8 |
|
|
|
(3.1 |
) |
|
|
|
Other
operating assets |
|
|
(9.3 |
) |
|
|
0.6 |
|
|
|
|
Other
operating liabilities |
|
|
62.2 |
|
|
|
(13.3 |
) |
|
|
|
Net cash provided by operating activities |
|
108.5 |
|
|
|
13.4 |
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
Acquisition of property and equipment |
|
(41.4 |
) |
|
|
(111.5 |
) |
|
|
Proceeds from disposal of property and equipment |
|
55.3 |
|
|
|
9.9 |
|
|
|
|
Net cash provided by (used in) investing activities |
|
13.9 |
|
|
|
(101.6 |
) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
Issuance of long-term debt, net |
|
245.0 |
|
|
|
570.0 |
|
|
|
Repayment of long-term debt |
|
|
(29.1 |
) |
|
|
(576.2 |
) |
|
|
Debt issuance costs |
|
|
(8.4 |
) |
|
|
(11.1 |
) |
|
|
Payments for tax withheld on equity-based compensation |
|
(0.6 |
) |
|
|
(0.8 |
) |
|
|
|
Net cash provided by (used in) financing activities |
|
206.9 |
|
|
|
(18.1 |
) |
|
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED
AMOUNTS HELD IN ESCROW |
|
|
329.3 |
|
|
|
(106.3 |
) |
|
CASH, CASH EQUIVALENTS AND RESTRICTED AMOUNTS HELD IN ESCROW,
BEGINNING OF PERIOD |
|
|
109.2 |
|
|
|
227.6 |
|
|
CASH, CASH EQUIVALENTS AND RESTRICTED AMOUNTS HELD IN ESCROW, END
OF PERIOD |
$ |
438.5 |
|
|
$ |
121.3 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
Interest paid |
|
$ |
(47.2 |
) |
|
$ |
(77.8 |
) |
|
Income tax payment, net |
|
|
(0.7 |
) |
|
|
(2.6 |
) |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
FINANCIAL INFORMATION |
YRC Worldwide Inc.
and Subsidiaries |
(Amounts in
millions) |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL INFORMATION: Total Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment |
|
Debt
Issue |
|
|
|
|
As of September 30, 2020 |
|
|
|
Par Value |
|
Discount |
|
Fee |
|
Costs |
|
Book Value |
|
|
New Term Loan |
|
|
|
$ |
613.5 |
|
$ |
(22.5 |
) |
|
$ |
- |
|
|
$ |
(10.0 |
) |
|
$ |
581.0 |
|
|
|
ABL
Facility |
|
|
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Tranche A
UST Credit Agreement |
|
|
|
|
246.7 |
|
|
- |
|
|
|
(15.4 |
) |
|
|
(4.1 |
) |
|
|
227.2 |
|
|
|
Tranche B
UST Credit Agreement |
|
|
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Secured
Second A&R CDA |
|
|
|
|
24.1 |
|
|
- |
|
|
|
- |
|
|
|
(0.1 |
) |
|
|
24.0 |
|
|
|
Unsecured
Second A&R CDA |
|
|
|
|
45.2 |
|
|
- |
|
|
|
- |
|
|
|
(0.1 |
) |
|
|
45.1 |
|
|
|
Lease
financing obligations |
|
|
|
|
226.1 |
|
|
- |
|
|
|
- |
|
|
|
(0.2 |
) |
|
|
225.9 |
|
|
|
Total debt |
|
|
|
$ |
1,155.6 |
|
$ |
(22.5 |
) |
|
$ |
(15.4 |
) |
|
$ |
(14.5 |
) |
|
$ |
1,103.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment |
|
Debt
Issue |
|
|
|
|
As of December 31, 2019 |
|
|
|
Par Value |
|
Discount |
|
Fee |
|
Costs |
|
Book Value |
|
|
New Term
Loan |
|
|
|
$ |
600.0 |
|
$ |
(28.1 |
) |
|
$ |
- |
|
|
$ |
(12.0 |
) |
|
$ |
559.9 |
|
|
|
ABL
Facility |
|
|
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
Secured
Second A&R CDA |
|
|
|
|
26.0 |
|
|
- |
|
|
|
- |
|
|
|
(0.1 |
) |
|
|
25.9 |
|
|
|
Unsecured
Second A&R CDA |
|
|
|
|
45.2 |
|
|
- |
|
|
|
- |
|
|
|
(0.1 |
) |
|
|
45.1 |
|
|
|
Lease
financing obligations |
|
|
|
|
231.6 |
|
|
- |
|
|
|
- |
|
|
|
(0.3 |
) |
|
|
231.3 |
|
|
|
Total debt |
|
|
|
$ |
902.8 |
|
$ |
(28.1 |
) |
|
$ |
- |
|
|
$ |
(12.5 |
) |
|
$ |
862.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL INFORMATION: Liquidity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, |
|
December
31, |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
Cash and
cash equivalents |
|
|
|
|
|
|
|
|
|
$ |
434.1 |
|
|
$ |
109.2 |
|
|
|
Changes to
restricted cash |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
(29.0 |
) |
|
|
Managed
Accessibility (a) |
|
|
|
|
|
|
|
|
|
|
19.6 |
|
|
|
0.2 |
|
|
|
Total Cash and cash equivalents and
Managed Accessibility |
|
|
|
|
|
|
|
|
$ |
453.7 |
|
|
$ |
80.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Managed
Accessibility represents the maximum amount we would access on the
ABL Facility and is adjusted for eligible receivables plus eligible
borrowing base cash measured for the applicable period. Based on
the eligible receivable’s management uses to measure availability,
which is 10% of the borrowing line, the credit agreement governing
the ABL Facility permits adjustments from eligible borrowing base
cash to restricted cash prior to the compliance measurement date
which is 15 days from the period close. |
|
|
|
|
|
SUPPLEMENTAL
FINANCIAL INFORMATION |
YRC Worldwide Inc.
and Subsidiaries |
For the Three and
Nine Months Ended September 30 |
(Amounts in
millions) |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
|
|
2020 |
|
|
|
2019 |
|
|
|
2020 |
|
|
|
2019 |
|
|
Reconciliation of net loss to Adjusted
EBITDA(a): |
|
|
|
|
|
|
|
|
Net loss |
$ |
(2.0 |
) |
|
$ |
(16.0 |
) |
|
$ |
(34.8 |
) |
|
$ |
(88.7 |
) |
|
Interest expense, net |
|
33.4 |
|
|
|
27.7 |
|
|
|
101.8 |
|
|
|
82.0 |
|
|
Income tax benefit |
|
(10.9 |
) |
|
|
(0.5 |
) |
|
|
(18.8 |
) |
|
|
(1.1 |
) |
|
Depreciation and amortization |
|
32.5 |
|
|
|
37.2 |
|
|
|
102.4 |
|
|
|
115.7 |
|
|
EBITDA |
|
53.0 |
|
|
|
48.4 |
|
|
|
150.6 |
|
|
|
107.9 |
|
|
Adjustments for New Term Loan Agreement: |
|
|
|
|
|
|
|
|
(Gains) losses on property disposals, net |
|
- |
|
|
|
1.0 |
|
|
|
(45.3 |
) |
|
|
(3.6 |
) |
|
Non-cash reserve changes(b) |
|
- |
|
|
|
(2.0 |
) |
|
|
3.0 |
|
|
|
14.0 |
|
|
Impairment charges |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
8.2 |
|
|
Letter of credit expense |
|
2.0 |
|
|
|
1.6 |
|
|
|
5.2 |
|
|
|
4.8 |
|
|
Permitted dispositions and other |
|
0.3 |
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
(1.0 |
) |
|
Equity-based compensation expense |
|
1.1 |
|
|
|
1.8 |
|
|
|
4.3 |
|
|
|
5.2 |
|
|
Loss on extinguishment of debt |
|
- |
|
|
|
11.2 |
|
|
|
- |
|
|
|
11.2 |
|
|
Non-union pension settlement charge |
|
1.9 |
|
|
|
1.7 |
|
|
|
1.9 |
|
|
|
1.7 |
|
|
Other, net |
|
1.0 |
|
|
|
0.2 |
|
|
|
1.5 |
|
|
|
2.3 |
|
|
Expense amounts subject to 10% threshold(c): |
|
|
|
|
|
|
|
|
COVID-19 |
|
- |
|
|
|
- |
|
|
|
3.9 |
|
|
|
- |
|
|
Other, net |
|
3.1 |
|
|
|
1.3 |
|
|
|
8.8 |
|
|
|
14.1 |
|
|
Adjusted EBITDA prior to 10% threshold |
|
62.4 |
|
|
|
65.3 |
|
|
|
134.4 |
|
|
|
164.8 |
|
|
Adjustments pursuant to TTM calculation(c) |
|
(0.4 |
) |
|
|
0.6 |
|
|
|
(0.4 |
) |
|
|
(1.5 |
) |
|
Adjusted EBITDA |
$ |
62.0 |
|
|
$ |
65.9 |
|
|
$ |
134.0 |
|
|
$ |
163.3 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Certain reclassifications have been made to prior year to conform
to current year presentation. |
|
|
|
|
|
(b) |
Non-cash reserve
changes reflect the net non-cash reserve charge for union and
non-union vacation, with such non-cash reserve adjustment to be
reduced by cash charges in a future period when paid. |
|
|
|
(c) |
Pursuant to the UST
Credit Agreements and New Term Loan Agreement, Adjusted EBITDA
limits certain adjustments in aggregate to 10% of the
trailing-twelve-month ("TTM") consolidated Adjusted EBITDA, prior
to the inclusion of amounts subject to the 10% threshold, for each
period ending. Such adjustments include, but are not limited to,
restructuring charges, integration costs, severance, and
non-recurring charges. The limitation calculation is updated
quarterly based on TTM Adjusted EBITDA, however, the sum of the
quarters may not necessarily equal TTM Adjusted EBITDA due to the
expiration of adjustments from prior periods. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
FINANCIAL INFORMATION |
|
YRC Worldwide Inc.
and Subsidiaries |
|
For the Trailing
Twelve Months Ended September 30 |
|
(Amounts in
millions) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
2019 |
|
|
|
Reconciliation of net loss to Adjusted
EBITDA(a): |
|
|
|
|
Net
loss |
$ |
(50.1 |
) |
$ |
(71.2 |
) |
|
|
Interest expense, net |
|
129.7 |
|
|
109.3 |
|
|
|
Income tax expense (benefit) |
|
(22.0 |
) |
|
7.8 |
|
|
|
Depreciation and amortization |
|
139.1 |
|
|
153.2 |
|
|
|
EBITDA |
|
196.7 |
|
|
199.1 |
|
|
|
Adjustments
for Term Loan Agreement: |
|
|
|
|
Gains on property disposals, net |
|
(55.4 |
) |
|
(31.7 |
) |
|
|
Non-cash reserve changes(b) |
|
5.1 |
|
|
14.0 |
|
|
|
Impairment charges |
|
- |
|
|
8.2 |
|
|
|
Letter of credit expense |
|
6.9 |
|
|
6.4 |
|
|
|
Permitted dispositions and other |
|
0.6 |
|
|
(1.0 |
) |
|
|
Equity-based compensation expense |
|
5.4 |
|
|
6.0 |
|
|
|
Loss on extinguishment of debt |
|
- |
|
|
11.2 |
|
|
|
Non-union pension settlement charge |
|
2.0 |
|
|
5.4 |
|
|
|
Other, net |
|
2.1 |
|
|
1.2 |
|
|
|
Expense amounts subject to 10% threshold(c): |
|
|
|
|
COVID-19 |
|
3.9 |
|
|
- |
|
|
|
Other, net |
|
12.9 |
|
|
23.5 |
|
|
|
Adjusted
EBITDA prior to 10% threshold |
|
180.2 |
|
|
242.3 |
|
|
|
Adjustments pursuant to TTM calculation(c) |
|
(0.4 |
) |
|
(1.5 |
) |
|
|
Adjusted
EBITDA |
$ |
179.8 |
|
$ |
240.8 |
|
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|
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|
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|
|
|
|
|
For explanations of footnotes (a), (b) and (c), please refer to
previous page. |
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YRC
Worldwide Inc. |
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Statistics |
|
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|
Quarterly
Comparison |
|
|
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|
|
|
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Y/Y |
|
Sequential |
|
|
|
|
3Q20 |
|
3Q19 |
|
2Q20 |
|
% (a) |
|
% (a) |
|
|
Workdays |
|
64.0 |
|
|
|
63.0 |
|
|
|
63.0 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
LTL picked up revenue (in millions) |
$ |
1,076.1 |
|
|
$ |
1,151.2 |
|
|
$ |
929.8 |
|
(6.5 |
) |
|
15.7 |
|
|
LTL tonnage (in thousands) |
|
2,584 |
|
|
|
2,653 |
|
|
|
2,283 |
|
(2.6 |
) |
|
13.2 |
|
|
LTL tonnage per day (in thousands) |
|
40.38 |
|
|
|
42.11 |
|
|
|
36.24 |
|
(4.1 |
) |
|
11.4 |
|
|
LTL shipments (in thousands) |
|
4,480 |
|
|
|
4,703 |
|
|
|
4,003 |
|
(4.7 |
) |
|
11.9 |
|
|
LTL shipments per day (in thousands) |
|
70.00 |
|
|
|
74.64 |
|
|
|
63.53 |
|
(6.2 |
) |
|
10.2 |
|
|
LTL picked up revenue/cwt. |
$ |
20.82 |
|
|
$ |
21.70 |
|
|
$ |
20.36 |
|
(4.0 |
) |
|
2.3 |
|
|
LTL picked up revenue/cwt. (excl. FSC) |
$ |
18.90 |
|
|
$ |
19.16 |
|
|
$ |
18.48 |
|
(1.4 |
) |
|
2.2 |
|
|
LTL picked up revenue/shipment |
$ |
240 |
|
|
$ |
245 |
|
|
$ |
232 |
|
(1.9 |
) |
|
3.4 |
|
|
LTL picked up revenue/shipment (excl. FSC) |
$ |
218 |
|
|
$ |
216 |
|
|
$ |
211 |
|
0.8 |
|
|
3.4 |
|
|
LTL weight/shipment (in pounds) |
|
1,154 |
|
|
|
1,128 |
|
|
|
1,141 |
|
2.2 |
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total picked up revenue (in millions)(b) |
$ |
1,179.1 |
|
|
$ |
1,247.7 |
|
|
$ |
1,018.4 |
|
(5.5 |
) |
|
15.8 |
|
|
Total tonnage (in thousands) |
|
3,295 |
|
|
|
3,327 |
|
|
|
2,926 |
|
(1.0 |
) |
|
12.6 |
|
|
Total tonnage per day (in thousands) |
|
51.49 |
|
|
|
52.81 |
|
|
|
46.44 |
|
(2.5 |
) |
|
10.9 |
|
|
Total shipments (in thousands) |
|
4,609 |
|
|
|
4,810 |
|
|
|
4,122 |
|
(4.2 |
) |
|
11.8 |
|
|
Total shipments per day (in thousands) |
|
72.02 |
|
|
|
76.34 |
|
|
|
65.44 |
|
(5.7 |
) |
|
10.1 |
|
|
Total revenue/cwt. |
$ |
17.89 |
|
|
$ |
18.75 |
|
|
$ |
17.40 |
|
(4.6 |
) |
|
2.8 |
|
|
Total revenue/cwt. (excl. FSC) |
$ |
16.29 |
|
|
$ |
16.61 |
|
|
$ |
15.85 |
|
(1.9 |
) |
|
2.7 |
|
|
Total revenue/shipment |
$ |
256 |
|
|
$ |
259 |
|
|
$ |
247 |
|
(1.4 |
) |
|
3.6 |
|
|
Total revenue/shipment (excl. FSC) |
$ |
233 |
|
|
$ |
230 |
|
|
$ |
225 |
|
1.3 |
|
|
3.5 |
|
|
Total weight/shipment (in pounds) |
|
1,430 |
|
|
|
1,383 |
|
|
|
1,419 |
|
3.3 |
|
|
0.7 |
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
(b) Reconciliation of operating
revenue to total picked up revenue (in millions): |
|
|
|
|
|
|
|
|
Operating
revenue |
$ |
1,183.4 |
|
|
$ |
1,256.8 |
|
|
$ |
1,015.4 |
|
|
|
|
|
|
|
Change in
revenue deferral and other |
|
(4.3 |
) |
|
|
(9.1 |
) |
|
|
3.0 |
|
|
|
|
|
|
|
Total picked
up revenue |
$ |
1,179.1 |
|
|
$ |
1,247.7 |
|
|
$ |
1,018.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Percent change based
on unrounded figures and not the rounded figures presented. |
|
|
|
|
|
|
|
(b) |
Does not equal
financial statement revenue due to revenue adjustments for
shipments in transit and the impact of other revenue. |
|
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|
YRC
Worldwide Inc. |
|
Statistics |
|
YTD
Comparison |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Y/Y |
|
|
2020 |
|
2019 |
|
% (a) |
Workdays |
|
192.5 |
|
|
|
189.5 |
|
|
|
|
|
|
|
|
|
|
|
|
LTL picked up revenue (in millions) |
$ |
3,055.5 |
|
|
$ |
3,404.7 |
|
|
(10.3 |
) |
LTL tonnage (in thousands) |
|
7,412 |
|
|
|
7,879 |
|
|
(5.9 |
) |
LTL tonnage per day (in thousands) |
|
38.50 |
|
|
|
41.58 |
|
|
(7.4 |
) |
LTL shipments (in thousands) |
|
12,806 |
|
|
|
13,962 |
|
|
(8.3 |
) |
LTL shipments per day (in thousands) |
|
66.52 |
|
|
|
73.68 |
|
|
(9.7 |
) |
LTL picked up revenue/cwt. |
$ |
20.61 |
|
|
$ |
21.61 |
|
|
(4.6 |
) |
LTL picked up revenue/cwt. (excl. FSC) |
$ |
18.55 |
|
|
$ |
19.05 |
|
|
(2.6 |
) |
LTL picked up revenue/shipment |
$ |
239 |
|
|
$ |
244 |
|
|
(2.2 |
) |
LTL picked up revenue/shipment (excl. FSC) |
$ |
215 |
|
|
$ |
215 |
|
|
(0.1 |
) |
LTL weight/shipment (in pounds) |
|
1,158 |
|
|
|
1,129 |
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
Total picked up revenue (in millions) (b) |
$ |
3,338.9 |
|
|
$ |
3,688.1 |
|
|
(9.5 |
) |
Total tonnage (in thousands) |
|
9,454 |
|
|
|
9,857 |
|
|
(4.1 |
) |
Total tonnage per day (in thousands) |
|
49.11 |
|
|
|
52.01 |
|
|
(5.6 |
) |
Total shipments (in thousands) |
|
13,158 |
|
|
|
14,270 |
|
|
(7.8 |
) |
Total shipments per day (in thousands) |
|
68.35 |
|
|
|
75.30 |
|
|
(9.2 |
) |
Total picked up revenue/cwt. |
$ |
17.66 |
|
|
$ |
18.71 |
|
|
(5.6 |
) |
Total picked up revenue/cwt. (excl. FSC) |
$ |
15.95 |
|
|
$ |
16.55 |
|
|
(3.6 |
) |
Total picked up revenue/shipment |
$ |
254 |
|
|
$ |
258 |
|
|
(1.8 |
) |
Total picked up revenue/shipment (excl. FSC) |
$ |
229 |
|
|
$ |
229 |
|
|
0.3 |
|
Total weight/shipment (in pounds) |
|
1,437 |
|
|
|
1,381 |
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
(b) Reconciliation of operating revenue to
total picked up revenue (in millions): |
|
|
|
Operating
revenue |
$ |
3,349.2 |
|
|
$ |
3,711.7 |
|
|
|
|
Change in
revenue deferral and other |
|
(10.3 |
) |
|
|
(23.6 |
) |
|
|
|
Total picked
up revenue |
$ |
3,338.9 |
|
|
$ |
3,688.1 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Percent change based on unrounded figures and not the rounded
figures presented. |
|
|
(b) |
Does not equal
financial statement revenue due to revenue adjustments for
shipments in transit and the impact of other revenue. |
|
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