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) October 29, 2009
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 offices) (Zip Code)
Registrants telephone number, including area code (913) 696-6100
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:
| x | 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)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On October 30, 2009, YRC Worldwide Inc. (the Company) announced its results of operations and financial condition for the three and nine months ended September 30, 2009. A copy of the news release announcing the results of operations and financial condition is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2009, the Board of Directors of the Company (i) adjusted Timothy A. Wicks title from Executive Vice President and Chief Operating Officer of the Company to President and Chief Operating Officer of the Company and (ii) adjusted William D. Zollars title from Chairman of the Board, President and Chief Executive of the Company to Chairman of the Board and Chief Executive Officer of the Company.
| Item 7.01. | Regulation FD Disclosure. |
The Company expects to obtain $200 million in annual run rate savings from cost reductions, primarily SG&A, by January 1, 2011.
The Company expects to receive approximately $125 million of net cash proceeds during 2009 from the sale of excess facilities.
The Companys segment statistics attached hereto as Exhibit 99.2 were unintentionally disclosed and are being furnished herewith.
| Item 8.01 | Other Events. |
On October 30, 2009, the Company issued a news release providing an update on a proposed note exchange offer. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
The news release attached to this Form 8-K and its contents is not an offer to buy or the solicitation of an offer to sell any security. An exchange offer will only be made pursuant to exchange offer documents that are to be made available to the holders of the our notes and filed with the Securities and Exchange Commission (SEC). Holders of our notes are advised to read the exchange offer documents when they become available, as these documents will contain important information about the exchange offer. Investors and security holders may obtain free copies of these documents (when available) and other documents filed with the SEC at the SECs web site at www.sec.gov , on the Companys website at www.yrcw.com or by making a request to: YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100, Attention: Dan Churay, Executive Vice President, General Counsel and Secretary.
Forward-Looking Statements
The news release attached to this Form 8-K and statements made on the conference call for shareholders and the investment community contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words expect, expected, should, will, can, and similar expressions are intended to identify forward-looking statements. It is important to note that the companys actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including (among others) inflation, inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the company bases its fuel surcharge, competitor pricing activity, expense volatility, including (without limitation) expense volatility due to changes in rail service or pricing for rail service, ability to capture cost reductions, changes in equity and debt markets, a downturn in general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the companys reports filed with the SEC, including the companys Annual Report on Form 10-K for the year ended December 31, 2008.
Any exchange offer will be subject to a number of significant conditions, including, among other things, that holders of a specific percentage of the outstanding notes participate in the exchange offer. We cannot provide you with any assurances that such conditions to the exchange offer will be satisfied. We expect that the exchange offer, if completed, will result in our noteholders holding substantially all of our outstanding common stock.
2
The Companys expectations regarding the impact of, and the service and operational improvements and collateral and cost reductions due to, the integration of Yellow Transportation and Roadway, improved safety performance, right-sizing the network, consolidation of support functions, and the timing of achieving the improvements and cost reductions could differ materially from actual improvements and cost reductions based on a number of factors, including (among others) the factors identified in the first paragraph under Forward-Looking Statements above, the ability to identify and implement cost reductions in the time frame needed to achieve these expectations, the success of the companys operating plans and programs, the Companys ability to successfully reduce collateral requirements for its insurance programs, which in turn is dependent upon the Companys safety performance, ability to reduce the cost of claims through claims management and the requirements of state workers compensation agencies and insurers for collateral for self insured portions of workers compensation programs, the need to spend additional capital to implement cost reduction opportunities, including (without limitation) to terminate, amend or renegotiate prior contractual commitments, the accuracy of the Companys estimates of its spending requirements, changes in the Companys strategic direction, the need to replace any unanticipated losses in capital assets, approval of the affected unionized employees of changes needed to complete the integration under the Companys union agreements, the readiness of employees to utilize new combined processes, the effectiveness of deploying existing technology necessary to facilitate the combination of processes, the ability of the Company to receive expected price for its services from the combined network and customer acceptance of those services.
The Companys expectations regarding deferred interest and fees are only its expectations regarding the deferred amounts. Actual deferred interest and fees could differ based on a number of factors, including (among others) the Companys expected borrowings under the Credit Agreement and the ABS Facility, which is affected by revenue and profitability results and the factors that affect revenue and profitability results (including the risk factors that are from time to time included in the Companys reports filed with the SEC, including the Companys annual report on Form 10-K for the year ended December 31, 2008).
The Companys expectations regarding future asset dispositions and sale and financing leasebacks of real estate are only its expectations regarding these matters. Actual dispositions and sale and financing leasebacks will be determined by the availability of capital and willing buyers and counterparties in the market and the outcome of discussions to enter into and close any such transactions on negotiated terms and conditions, including (without limitation) usual and ordinary closing conditions such as favorable title reports or opinions and favorable environmental assessments of specific properties.
The Companys expectations regarding additional ratifications by teamster employees of the union wage reductions and the cost reductions resulting from the ratifications are only its expectations regarding these matters. Whether the Company is able to obtain these cost reductions is dependant upon the Company reaching agreement with the remaining bargaining units that have not yet ratified the wage reductions and on the actual number of employees working, which, in turn, is dependent on business volumes and needs.
The Companys expectations regarding the timing of the facility closings, the incremental cost savings and the timing of those savings are only its expectations regarding these matters. The actual date of the closings could differ based on a number of factors including (among others) the timing of our ability to transport our customers freight from each of the affected facilities. Actual savings and the timing of those savings could differ based on a number of factors including (among others) the Companys ability to enter into, and the terms of, lease termination agreements for the leased properties, our ability to enter into agreements to sell the owned properties and our ability to identify all costs related to the closing of the facilities.
The Companys expectations regarding its ability to generate positive free cash flow are only its expectations regarding this matter. The Companys actual free cash flow could be affected by a number of factors, including (among others) the factors identified in the preceding paragraphs, the success of the exchange offer and the Companys ability to defer interest and fees under its credit facilities and interest and amortization payments under its pension deferral agreement, the accuracy of the Companys forecasts, the Companys ability to further reduce costs, the timing of the Companys cash receipts and expenditures, the lack of any unanticipated liabilities maturing, contingent or otherwise, the ability of the Company to timely sell and receive the proceeds from sales of assets (in particular and without limitation) sales of real property and sale leaseback arrangements for real property.
3
The Companys expectations regarding its credit rating following an exchange offer are only its expectations regarding this matter. The Companys actual credit ratings are determined by rating agencies which we do not control.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 99.1 | News Release dated October 30, 2009 | |
| 99.2 | YRC Worldwide Inc. Segment Statistics | |
4
SIGNATURE
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. | ||||||
| Date: October 30, 2009 | By: | / S / D ANIEL J. C HURAY | ||||
| Daniel J. Churay | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
5
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 99.1 | News Release dated October 30, 2009 | |
| 99.2 | YRC Worldwide Inc. Segment Statistics | |
6
Exhibit 99.1
|
10990 Roe Avenue Overland Park, KS 66211 |
|
|
|
Phone 913 696 6100 Fax 913 696 6116 |
||
|
News Release |
October 30, 2009
YRC Worldwide Reports Significant Sequential Improvement
in Its Third Quarter 2009 Results
| |
YRC Regional and YRC Logistics Profitable |
| |
ABS Facility Renewed Early; Extended through October 2010 |
| |
New Long-Term Bank Amendment Provides for Deferral of Interest and Fees |
| |
Update on Proposed Exchange Offer |
OVERLAND PARK, KAN. YRC Worldwide Inc. (NASDAQ: YRCW) today reported its results for the third quarter and provided an update on its comprehensive plan. For the quarter, the company announced a loss per share of $2.67 that included a net gain on property disposals of $.18 per share, severance charges of $.08 per share due to further headcount reductions and lease termination charges of $.11 per share related to further optimizing the networks. By comparison, the company reported a loss per share in the third quarter of 2008 of $12.58 that included impairment charges on goodwill and intangible assets of $13.20 per share, a curtailment gain of $.84 per share, and a net gain on property disposals of $.21 per share.
We gained significant momentum in the third quarter as we executed on our comprehensive plan to improve operating efficiencies, restore financial strength and position our company for future success, stated Bill Zollars, Chairman and CEO of YRC Worldwide. We achieved significant sequential improvement from the first half of the year. In fact, YRC Regional Transportation and YRC Logistics were profitable for the quarter, and our operating cash flow trends improved sequentially during the quarter despite the continued economic downturn.
YRC Worldwide also reported aggregated cash and available unused capacity under the credit facilities of $171 million at September 30, 2009, including $163 million of cash and cash equivalents. In addition, the revolver reserve under the companys credit agreement was $102 million at September 30, 2009. The company expects to commence an exchange offer for its outstanding USF 8 1 / 2 % notes and its contingent convertible notes. The successful completion of this exchange would allow the company to access this revolver reserve under its recently amended credit agreement, therefore providing a significant source of new liquidity. More information regarding the exchange offer and credit agreement is provided below. The company also completed $21 million of sale and financing leaseback transactions and sold $68 million of excess property during the third quarter, including $10 million in pension deferral debt pay downs from these proceeds.
Key Segment Information
Third quarter 2009 compared to the third quarter 2008:
| |
YRC National Transportation total shipments per day down 39.9% and total revenue per hundredweight, including fuel surcharge, down 11.5%. |
| |
YRC Regional Transportation total shipments per day down 22.7% and total revenue per hundredweight, including fuel surcharge, down 12.2%. |
Our third quarter sequential shipment trends have dramatically stabilized as compared to the trends from the first half of the year, while we continue to maintain pricing discipline in an increasingly competitive marketplace, said Tim Wicks, President and Chief Operating Officer of YRC Worldwide.
Additional statistical information is available on the companys website at yrcw.com under Investors, Earnings Releases & Operating Statistics.
Asset-Backed Securitization Facility Renewal and Credit Facility Amendment
The company renewed its asset-backed securitization facility (ABS) early with a total capacity of $400 million through October 2010, which was previously set to expire in February 2010. The due date of the $10 million ABS commitment fee previously payable on October 30, 2009 has also been extended to October 2010. In addition, the company has also amended its credit agreement. The renewed ABS and amended credit agreement provide for a deferral of nearly all of the lender interest and fees effective upon the closing of the note exchange. In the third quarter of 2009, the ABS and credit agreement interest and fees subject to the deferral provisions approximated $25 million. The amended credit facilities include the elimination of the minimum earnings before interest, taxes, depreciation and amortization (EBITDA) covenants for the fourth quarter of 2009 and the first quarter of 2010, and reset the remaining minimum EBITDA and minimum liquidity covenants. The revolver capacity under the credit agreement remains at $950 million, including the existing revolver reserve amount, which was $106 million as of the date of the amendment. Upon completion of the note exchange, the existing revolver reserve will extend through January 1, 2012. Additional details regarding the amendment to the credit agreement and ABS renewal will be provided in a Form 8-K filed with the SEC today.
We continue to receive solid support from our lenders as we implement our recovery plan to manage through this severe economic downturn, stated Sheila Taylor, Executive Vice President and CFO of YRC Worldwide. With 100% of the credit facility and ABS lenders approving the amendments, they have once again demonstrated the belief they have in the value of this company and its potential, as the benefits of our strategic plans become more apparent in our results.
Update on Proposed Note Exchange Offer Discussions
The company is currently in discussions with a committee of its noteholders regarding the terms of a proposed exchange offer for its outstanding USF 8 1 / 2 % notes and its contingent convertible notes. The successful completion of this exchange would allow the company to access the $106 million revolver reserve under its recently amended credit agreement, therefore providing a significant source of new liquidity.
We have been in active dialogue with our noteholders and feel good about the progress being made. The exchange will be a key milestone in our comprehensive plan which is expected to improve our capital structure, reduce our debt and increase our cash flow, stated Zollars.
Review of Financial Results
YRC Worldwide Inc. will host a conference call for shareholders and the investment community today, Friday, October 30, 2009 beginning at 9:30am ET, 8:30am CT. The conference call will be open to listeners via the YRC Worldwide Internet site yrcw.com. An audio playback will be available after the call also via the YRC Worldwide web site.
* * * * *
IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
This release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any security. An exchange offer will only be made pursuant to exchange offer documents that are to be made available to the holders of the our notes and filed with the Securities and Exchange Commission (SEC). Holders of our notes are advised to read the exchange offer documents when they become available, as these documents will contain important information about the exchange offer. Copies of the exchange offer documents (when available) and other filed documents will be available for free at the SECs website at www.sec.gov, on the Companys website at yrcw.com, or by making a request to YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100, Attention: Dan Churay, Executive Vice President, General Counsel and Secretary.
Forward-Looking Statements:
This news release and statements made on the conference call for shareholders and the investment community contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words expect, expected, should, will, can, and similar expressions are intended to identify forward-looking statements. It is important to note that the companys actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including (among others) inflation, inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the company bases its fuel surcharge, competitor pricing activity, expense volatility, including (without limitation) expense volatility due to changes in rail service or pricing for rail service, ability to capture cost reductions, changes in equity and debt markets, a downturn in general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the companys reports filed with the SEC, including the companys Annual Report on Form 10-K for the year ended December 31, 2008.
Any exchange offer will be subject to a number of significant conditions, including, among other things, that holders of a specific percentage of the outstanding notes participate in the exchange offer. We cannot provide you with any assurances that such conditions to the exchange offer will be satisfied. We expect that the exchange offer, if completed, will result in our noteholders holding substantially all of our outstanding common stock.
* * * * *
YRC Worldwide Inc., a Fortune 500 company headquartered in Overland Park, Kan., is one of the largest transportation service providers in the world and the holding company for a portfolio of successful brands including YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and Reddaway. YRC Worldwide has the largest, most comprehensive network in North America with local, regional, national and international capabilities. Through its team of experienced service professionals, YRC Worldwide offers industry-leading expertise in heavyweight shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Please visit yrcw.com for more information.
| Investor Contact: | Paul Liljegren | Media Contact: | Suzanne Dawson | |||
| YRC Worldwide Inc. | Linden Alschuler & Kaplan | |||||
| 913.696.6108 | 212.329.1420 | |||||
| Paul.Liljegren@yrcw.com | sdawson@lakpr.com |
CONSOLIDATED BALANCE SHEETS
YRC Worldwide Inc. and Subsidiaries
(Amounts in thousands except per share data)
STATEMENTS OF CONSOLIDATED OPERATIONS
YRC Worldwide Inc. and Subsidiaries
For the Three and Nine Months Ended September 30
(Amounts in thousands except per share data)
(Unaudited)
STATEMENTS OF CONSOLIDATED CASH FLOWS
YRC Worldwide Inc. and Subsidiaries
For the Nine Months Ended September 30
(Amounts in thousands)
(Unaudited)
| 2009 | 2008 | |||||||
|
OPERATING ACTIVITIES: |
||||||||
|
Net income (loss) |
$ | (741,555 | ) | $ | (731,469 | ) | ||
|
Noncash items included in net income (loss): |
||||||||
|
Depreciation and amortization |
192,160 | 194,556 | ||||||
|
Stock compensation expense |
28,786 | 7,855 | ||||||
|
Pension settlement charge |
7,968 | | ||||||
|
Curtailment gain |
| (97,788 | ) | |||||
|
Equity investment impairment |
30,374 | | ||||||
|
Impairment charge |
| 823,064 | ||||||
|
Gains on property disposals, net |
(10,555 | ) | (8,958 | ) | ||||
|
Deferred income tax provision (benefit), net |
(196,134 | ) | (38,620 | ) | ||||
|
Other noncash items, net |
25,965 | (4,560 | ) | |||||
|
Changes in assets and liabilities, net: |
||||||||
|
Accounts receivable |
188,164 | (21,269 | ) | |||||
|
Accounts payable |
(75,669 | ) | (45,666 | ) | ||||
|
Other operating assets |
67,768 | 28,797 | ||||||
|
Other operating liabilities |
166,987 | 56,873 | ||||||
|
Net cash (used in) provided by operating activities |
(315,741 | ) | 162,815 | |||||
|
INVESTING ACTIVITIES: |
||||||||
|
Acquisition of property and equipment |
(35,179 | ) | (104,402 | ) | ||||
|
Proceeds from disposal of property and equipment |
106,010 | 78,796 | ||||||
|
Investment in affiliate |
| (34,289 | ) | |||||
|
Other |
3,462 | (4,449 | ) | |||||
|
Net cash provided by (used in) investing activities |
74,293 | (64,344 | ) | |||||
|
FINANCING ACTIVITIES: |
||||||||
|
Asset backed securitization borrowings (payments), net |
40,695 | (38,000 | ) | |||||
|
Issuance of long-term debt |
305,130 | | ||||||
|
Repayment of long-term debt |
(211,048 | ) | (5,096 | ) | ||||
|
Debt issuance costs |
(55,907 | ) | (11,035 | ) | ||||
|
Proceeds from exercise of stock options |
| 50 | ||||||
|
Net cash provided by (used in) financing activities |
78,870 | (54,081 | ) | |||||
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
(162,578 | ) | 44,390 | |||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
325,349 | 58,233 | ||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 162,771 | $ | 102,623 | ||||
|
SUPPLEMENTAL CASH FLOW INFORMATION |
||||||||
|
Pension contribution deferral transfer to debt |
$ | 157,216 | $ | | ||||
SUPPLEMENTAL FINANCIAL INFORMATION
YRC Worldwide Inc. and Subsidiaries
For the Three and Nine Months Ended September 30
(Amounts in thousands)
(Unaudited)
| Three Months | Nine Months | |||||||||||||||||||||
| 2009 | 2008 | % change | 2009 | 2008 | % change | |||||||||||||||||
|
Operating revenue: |
||||||||||||||||||||||
|
YRC National Transportation |
$ | 849,304 | $ | 1,693,675 | (49.9 | ) | $ | 2,745,652 | $ | 4,946,363 | (44.5 | ) | ||||||||||
|
YRC Regional Transportation |
338,777 | 509,492 | (33.5 | ) | 1,031,800 | 1,555,511 | (33.7 | ) | ||||||||||||||
|
YRC Logistics |
102,361 | 165,312 | (38.1 | ) | 316,297 | 474,897 | (33.4 | ) | ||||||||||||||
|
YRC Truckload |
29,949 | 33,311 | (10.1 | ) | 83,470 | 90,369 | (7.6 | ) | ||||||||||||||
|
Eliminations |
(14,053 | ) | (21,532 | ) | (40,006 | ) | (55,562 | ) | ||||||||||||||
|
Consolidated |
$ | 1,306,338 | $ | 2,380,258 | (45.1 | ) | $ | 4,137,213 | $ | 7,011,578 | (41.0 | ) | ||||||||||
|
Operating income (loss): |
||||||||||||||||||||||
|
YRC National Transportation |
$ | (122,042 | ) | $ | (573,585 | ) | $ | (661,290 | ) | $ | (506,271 | ) | ||||||||||
|
YRC Regional Transportation |
293 | (88,045 | ) | (122,178 | ) | (123,544 | ) | |||||||||||||||
|
YRC Logistics |
6,295 | (90,552 | ) | (5,106 | ) | (89,757 | ) | |||||||||||||||
|
YRC Truckload |
(1,416 | ) | (1,433 | ) | (6,033 | ) | (10,422 | ) | ||||||||||||||
|
Corporate and other |
(1,083 | ) | (3,006 | ) | (2,299 | ) | (8,816 | ) | ||||||||||||||
|
Consolidated |
$ | (117,953 | ) | $ | (756,621 | ) | $ | (796,906 | ) | $ | (738,810 | ) | ||||||||||
|
Operating ratio: |
||||||||||||||||||||||
|
YRC National Transportation |
114.4 | % | 133.9 | % | 124.1 | % | 110.2 | % | ||||||||||||||
|
YRC Regional Transportation |
99.9 | % | 117.3 | % | 111.8 | % | 107.9 | % | ||||||||||||||
|
YRC Logistics |
93.9 | % | 154.8 | % | 101.6 | % | 118.9 | % | ||||||||||||||
|
YRC Truckload |
104.7 | % | 104.3 | % | 107.2 | % | 111.5 | % | ||||||||||||||
|
Consolidated |
109.0 | % | 131.8 | % | 119.3 | % | 110.5 | % | ||||||||||||||
|
(Gains) losses on property disposals, net: |
||||||||||||||||||||||
|
YRC National Transportation |
$ | (10,997 | ) | $ | (5,385 | ) | $ | (11,387 | ) | $ | (1,212 | ) | ||||||||||
|
YRC Regional Transportation |
(188 | ) | (3,850 | ) | 685 | (2,844 | ) | |||||||||||||||
|
YRC Logistics |
(4 | ) | (6,187 | ) | 24 | (6,126 | ) | |||||||||||||||
|
YRC Truckload |
48 | (44 | ) | 124 | 927 | |||||||||||||||||
|
Corporate and other |
(1 | ) | | (1 | ) | 328 | ||||||||||||||||
|
Consolidated |
$ | (11,142 | ) | $ | (15,466 | ) | $ | (10,555 | ) | $ | (8,927 | ) | ||||||||||
SUPPLEMENTAL INFORMATION
|
September 30,
2009 |
December 31,
2008 |
|||||
|
Current debt: |
||||||
|
Asset backed securitization borrowings |
$ | 187,695 | $ | 147,000 | ||
|
Lease financing obligations |
1,553 | | ||||
|
Pension contribution deferral obligation |
24,350 | | ||||
|
Contingent convertible senior notes |
378,141 | 375,821 | ||||
|
USF senior notes |
152,061 | | ||||
|
Term loan |
| 38,500 | ||||
|
Industrial development bonds |
6,000 | 1,000 | ||||
|
Total current debt |
749,800 | 562,321 | ||||
|
Long-term debt, less current portion: |
||||||
|
Lease financing obligations |
299,602 | | ||||
|
Pension contribution deferral obligation |
117,446 | | ||||
|
USF senior notes |
| 154,915 | ||||
|
Term loan |
112,716 | 111,500 | ||||
|
Revolving credit facility |
362,263 | 515,000 | ||||
|
Industrial development bonds |
| 6,000 | ||||
|
Total long-term debt, less current portion |
$ | 892,027 | $ | 787,415 | ||
|
Total debt |
$ | 1,641,827 | $ | 1,349,736 | ||
Exhibit 99.2
YRC Worldwide Inc.
Segment Statistics
(amounts in thousands except workdays and per unit data)
| YRC National Transportation | YRC Regional Transportation | |||||||||||||||||||||||||||||
| 3Q09 | 3Q08 | 2Q09 |
Y/Y
% |
Sequential
% |
3Q09 | 3Q08 | 2Q09 |
Y/Y
% |
Sequential
% |
|||||||||||||||||||||
|
Workdays |
64.0 | 64.0 | 63.5 | 64.0 | 63.0 | 62.5 | ||||||||||||||||||||||||
|
LTL revenue |
$ | 774,114 | $ | 1,520,152 | $ | 798,681 | (49.1 | ) | (3.1 | ) | $ | 313,750 | $ | 466,551 | $ | 313,774 | (32.8 | ) | (0.0 | ) | ||||||||||
|
LTL tonnage |
1,636 | 2,837 | 1,719 | (42.3 | ) | (4.8 | ) | 1,333 | 1,726 | 1,336 | (22.8 | ) | (0.2 | ) | ||||||||||||||||
|
LTL tonnage per day |
25.56 | 44.32 | 27.06 | (42.3 | ) | (5.5 | ) | 20.83 | 27.40 | 21.37 | (24.0 | ) | (2.5 | ) | ||||||||||||||||
|
LTL shipments |
3,373 | 5,603 | 3,552 | (39.8 | ) | (5.1 | ) | 2,403 | 3,056 | 2,440 | (21.4 | ) | (1.5 | ) | ||||||||||||||||
|
LTL shipments per day |
52.70 | 87.54 | 55.94 | (39.8 | ) | (5.8 | ) | 37.55 | 48.51 | 39.04 | (22.6 | ) | (3.8 | ) | ||||||||||||||||
|
LTL revenue/cwt. |
$ | 23.66 | $ | 26.80 | $ | 23.24 | (11.7 | ) | 1.8 | $ | 11.77 | $ | 13.52 | $ | 11.75 | (12.9 | ) | 0.2 | ||||||||||||
|
LTL revenue/cwt. (excl. FSC) |
$ | 20.93 | $ | 21.38 | $ | 20.90 | (2.1 | ) | 0.1 | $ | 10.62 | $ | 11.09 | $ | 10.76 | (4.2 | ) | (1.3 | ) | |||||||||||
|
Mix adj. LTL revenue/cwt. (excl. FSC) |
0.2 | 0.3 | ||||||||||||||||||||||||||||
|
LTL revenue/shipment |
$ | 230 | $ | 271 | $ | 225 | (15.4 | ) | 2.1 | $ | 131 | $ | 153 | $ | 129 | (14.5 | ) | 1.5 | ||||||||||||
|
LTL revenue/shipment (excl. FSC) |
$ | 203 | $ | 216 | $ | 202 | (6.2 | ) | 0.4 | $ | 118 | $ | 125 | $ | 118 | (5.9 | ) | 0.1 | ||||||||||||
|
LTL weight/shipment |
970 | 1,013 | 968 | (4.2 | ) | 0.3 | 1,110 | 1,129 | 1,095 | (1.8 | ) | 1.4 | ||||||||||||||||||
|
Total revenue (a) |
$ | 834,742 | $ | 1,662,130 | $ | 863,283 | (49.8 | ) | (3.3 | ) | $ | 338,597 | $ | 508,831 | $ | 337,861 | (33.5 | ) | 0.2 | |||||||||||
|
Total tonnage |
2,008 | 3,539 | 2,106 | (43.3 | ) | (4.6 | ) | 1,617 | 2,134 | 1,610 | (24.2 | ) | 0.4 | |||||||||||||||||
|
Total tonnage per day |
31.37 | 55.29 | 33.16 | (43.3 | ) | (5.4 | ) | 25.26 | 33.87 | 25.76 | (25.4 | ) | (1.9 | ) | ||||||||||||||||
|
Total shipments |
3,418 | 5,690 | 3,600 | (39.9 | ) | (5.0 | ) | 2,442 | 3,111 | 2,478 | (21.5 | ) | (1.4 | ) | ||||||||||||||||
|
Total shipments per day |
53.41 | 88.91 | 56.69 | (39.9 | ) | (5.8 | ) | 38.15 | 49.38 | 39.64 | (22.7 | ) | (3.8 | ) | ||||||||||||||||
|
Total revenue/cwt. |
$ | 20.79 | $ | 23.48 | $ | 20.50 | (11.5 | ) | 1.4 | $ | 10.47 | $ | 11.92 | $ | 10.49 | (12.2 | ) | (0.2 | ) | |||||||||||
|
Total revenue/cwt. (excl. FSC) |
$ | 18.36 | $ | 18.68 | $ | 18.41 | (1.7 | ) | (0.3 | ) | $ | 9.41 | $ | 9.67 | $ | 9.57 | (2.7 | ) | (1.7 | ) | ||||||||||
| (a) |
Does not equal financial statement revenue due to revenue recognition adjustments between accounting periods. These amounts are used for internal management purposes only and should not be construed as a better measurement than operating revenue, as defined by generally accepted accounting principles, which for the third quarter of 2009 and 2008 is presented in Exhibit 99.1 to this Form 8-K and for the second quarter of 2009 is presented in Exhibit 99.1 to the Companys Form 8-K/A filed with the SEC on July 31, 2009. |