8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2020

YRC Worldwide Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-12255	48-0948788
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10990 Roe Avenue

Overland Park, Kansas 66211

(Address of principal executive office)(Zip Code)

(913) 696-6100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	YRCW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition

On November 2, 2020, YRC Worldwide Inc. announced its results of operations and financial condition for the three months ended September 30, 2020. A copy of the press release announcing the results of operations and financial condition is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

Presentation slides to be referenced during the November 2, 2020 earnings call are attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated November 2, 2020
99.2	Presentation Slides for the November 2, 2020 Earnings Call
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

YRC WORLDWIDE INC.
By:	/s/ James R. Faught
	James R. Faught
	Chief Accounting Officer

Date: November 2, 2020

EX-99.1

Exhibit 99.1

10990 Roe Avenue Overland Park, KS 66211 Phone 913 696 6108 Fax 913 696 6116   News Release

YRC Worldwide Reports Third Quarter 2020 Results

Holding Company to Reinvigorate Heritage Yellow Brand

Leadership and Board of Directors Changes Announced

OVERLAND PARK, Kan., November 2, 2020 -- 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 busines 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 Brand

The 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 Directors

The 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 is 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 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 FSC	$	18.90	$	19.16		(1.4	)%
LTL picked up revenue per shipment incl FSC	$	240	$	245		(1.9	)%
LTL picked up revenue per shipment excl FSC	$	218	$	216		0.8	%
LTL weight/shipment (in pounds)		1,154		1,128		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 FSC	$	16.29	$	16.61		(1.9	)%
Total picked up revenue per shipment incl FSC	$	256	$	259		(1.4	)%
Total picked up revenue per shipment excl FSC	$	233	$	230		1.3	%
Total weight/shipment (in pounds)		1,430		1,383		3.3	%

(a) Percent change based on unrounded figures and not the rounded figures presented

Review 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 Carreño

913-696-6108

investor@yrcw.com

Media Contact:    Mike Kelley

913-696-6121

mike.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, 2020			December 31, 2019
	(Unaudited)
ASSETS
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
Claims and insurance accruals		110.8			120.4
Other accrued taxes		28.0			25.8
Other current and accrued liabilities		21.6			21.3
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	)
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

As of September 30, 2020	Par Value		Discount			Commitment Fee			Debt Issue 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
As of December 31, 2019	Par Value		Discount			Commitment Fee			Debt Issue 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, 2020		December 31, 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 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

For explanations of footnotes (a), (b) and (c), please refer to previous page.

YRC Worldwide Inc.

Statistics

Quarterly Comparison

	3Q20			3Q19			2Q20		Y/Y % (a)			Sequential % (a)
Workdays		64.0			63.0			63.0
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
(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.

YRC Worldwide Inc.

Statistics

YTD Comparison

	2020			2019			Y/Y % (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.

EX-99.2

YRC WORLDWIDE THIRD QUARTER 2020 EARNINGS CONFERENCE CALL

($ in millions) Term Loan Lease Financing Obligations CDA Notes UST Tranche A Capital Structure Overview Tranche A of $300M covers short-term contractual obligations and certain other obligations including pension and healthcare payments and will carry a variable interest rate, currently determined by LIBOR (subject to a floor of 1%), plus 3.5%, consisting of 1.5% cash and the remainder paid-in-kind (PIK). The UST Tranche A loan balance of $246.7M includes $1.7M of PIK interest as of 9/30/20. Tranche B of $400M will be used for essential capital investment in trailers and tractors and is expected to carry a variable interest rate, currently determined by LIBOR (subject to a floor of 1%), plus 3.5% in cash. UST Tranche B

Largest debt instruments and the current labor agreement mature at various dates in 2024 Focused on Operational Execution Runway 3.2 years IBT March ABL Facility Jan. Term Loan June CDA Notes December UST Loan Sept. Capital Structure and Labor Timeline Today 2020 2021 2022 2023 2024

COVENANT WAIVER THROUGH 3Q21 LTM Adjusted EBITDA Covenant (in millions)

Financial results

Financial results

Operating statistics – THIRD QUARTER (a) Percent change based on unrounded figures and not the rounded figures presented

OPERATING STATISTICS – FIRST THREE QUARTERS (a) Percent change based on unrounded figures and not the rounded figures presented

($ in millions) Adjusted Ebitda reconciliation YRCW Inc. Reconciliation of Net (Loss) Income to Adjusted EBITDA LTM LTM LTM LTM LTM LTM LTM **Make sure to do "ignore error" to get rid of green triangles YRCW Consolidated 2015 2016 2017 2018 2019 2Q 2018 2Q 2019 3Q 2019 1Q 2020 2Q 2020 3Q 2020 4Q 2018 1Q 2019 2Q 2019 3Q 2019 1Q 2020 2Q 2020 3Q 2020 Reconciliation of net income (loss) to adjusted EBITDA Net income (loss) $0.7 $21.5 $-10.8 $20.2 $-,103.99999999999928 $14.4 $-23.6 $-16 $4.3 $-37.099999999999909 $-2 $20.2 $-14.299999999999862 $-52.299999999999869 $-71.199999999999875 $-50.599999999999831 $-64.099999999999739 $-50.099999999999739 Interest expense, net 107.1 103 102.4 104.5 109.9 25.5 27.799999999999997 27.7 28.2 40.200000000000003 33.4 104.5 105.5 107.8 109.3 111.60000000000001 124.00000000000001 129.70000000000002 Income tax (benefit) expense -5.0999999999999996 3.1 -7.3 11.1 -4.3 10.4 9.1 -0.5 -0.4 -7.5 -10.9 11.1 14.3 13.000000000000002 7.8000000000000007 5 -11.6 -22 Depreciation and amortization 163.69999999999999 159.80000000000001 147.69999999999999 147.69999999999999 152.4 37.599999999999994 38.5 37.200000000000003 35.700000000000003 34.200000000000003 32.5 147.69999999999999 150 150.9 153.19999999999999 148.10000000000002 143.80000000000001 139.10000000000002 EBITDA $266.39999999999998 $287.39999999999998 232 283.5 154.00000000000074 $87.899999999999991 51.8 48.400000000000006 67.800000000000011 29.800000000000097 53 $283.5 $255.50000000000011 219.40000000000015 199.10000000000011 214.10000000000019 192.10000000000028 196.7000000000003 Adjustments pursuant to Term Loan Agreement: (Gains) losses on property disposals, net 1.9 -14.6 -0.6 -20.8 -13.7 2.2000000000000002 -6.1999999999999993 1 -39.299999999999997 -6 0 -20.8 -22.4 -30.8 -31.700000000000003 -54.599999999999994 -54.4 -55.4 Noncash reserve changes 0 0 0 0 16.100000000000001 0 16 -2 0.3 2.7 0 0 0 16 14 16.400000000000002 3.1000000000000014 5.1000000000000014 Impairment charges 0 0 0 0 8.1999999999999993 0 0 0 0 0 0 0 8.1999999999999993 8.1999999999999993 8.1999999999999993 0 0 0 Letter of credit expense 8.8000000000000007 7.7 6.8 6.6 6.5 1.7 1.6 1.6 1.6 1.6 2 6.6 6.5 6.4 6.4 6.5 6.5 6.9 Permitted dispositions and other 0.4 3 1.2 0.3 -0.9 0.19999999999999996 0 0.1 0.2 0 0.3 0.3 -1.3000000000000003 -1.5 -1 0.4 0.4 0.60000000000000009 Equity-based compensation expense 8.5 7.3 6.5 6.3 6.3 3.1999999999999997 1.1000000000000001 1.8 2 1.2000000000000002 1.1000000000000001 6.3 6.9999999999999991 4.9000000000000004 5.9999999999999991 6 6.1000000000000005 5.4 Loss on extinguishment of debt 0.6 0 0 0 11.2 0 0 11.2 0 0 0 0 0 0 11.2 11.2 11.2 0 Non-union pension settlement charge 28.7 0 7.6 10.9 1.8 0 0 1.7 0 0 1.9 10.9 10.9 10.9 5.4 1.8 1.8 2 Other, net #REF! #REF! 2.2999999999999998 0.1 2.9 1.4 1 0.2 -1.6 2.1 1 0.1 2.2999999999999998 1.9 1.2 0.19999999999999973 1.3 2.1 Expense amounts subject to 10% threshold: 5.0999999999999996 0 8.1 COVID-19 0 0 0 0.2 3.6999999999999997 0 0 0 0 0 0.2 3.9 3.9 Other, net 20.9 18.2 3.8 4.0999999999999996 1.3 2.9 2.8000000000000003 3.1 7.7 25.5 25.799999999999997 23.500000000000004 12.4 11.1 12.9 Adjusted EBITDA prior to 10% threshold 274.2000000000001 307.8 210.60000000000073 96.600000000000009 69.399999999999991 65.300000000000011 34.100000000000016 37.900000000000098 62.4 294.60000000000002 292.2000000000001 261.20000000000016 242.30000000000007 214.60000000000019 183.10000000000028 180.2000000000003 Adjustments pursuant to TTM calculation 0.2 0 0 0 0 0 -2.1 0.6 0 0 -0.4 2.2999999999999998 0 -2.1 -1.5 0 0 -0.4 hardcode for LTM! Adjusted EBITDA #REF! #REF! $274.2000000000001 $307.8 $210.60000000000073 $96.600000000000009 $67.3 $65.900000000000006 $34.100000000000016 $37.900000000000098 $62 $591.5 $292.2000000000001 $259.10000000000014 $240.80000000000007 $214.60000000000019 $183.10000000000028 $179.8000000000003

XML

Document and Entity Information	Nov. 02, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 02, 2020
Entity Registrant Name	YRC Worldwide Inc.
Entity Central Index Key	0000716006
Entity Emerging Growth Company	false
Entity File Number	0-12255
Entity Incorporation, State or Country Code	DE
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value pershare
Trading Symbol	YRCW
Security Exchange Name	NASDAQ