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Debt and Financing
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt and Financing

5. Debt and Financing

Our outstanding debt as of December 31, 2019 and December 31, 2018 consisted of the following:

 

As of December 31, 2019 (in millions)

 

Par Value

 

 

Discount

 

 

Debt

Issuance

Costs

 

 

Book Value

 

 

Effective

Interest

Rate

 

New Term Loan

 

$

600.0

 

 

$

(28.1

)

 

$

(12.0

)

 

$

559.9

 

(a)

 

10.5

%

ABL Facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Second A&R CDA

 

 

26.0

 

 

 

 

 

 

(0.1

)

 

 

25.9

 

 

 

7.9

%

Unsecured Second A&R CDA

 

 

45.2

 

 

 

 

 

 

(0.1

)

 

 

45.1

 

 

 

7.9

%

Lease financing obligations

 

 

231.6

 

 

 

 

 

 

(0.3

)

 

 

231.3

 

 

 

16.5

%

Total debt

 

$

902.8

 

 

$

(28.1

)

 

$

(12.5

)

 

$

862.2

 

 

 

 

 

Current maturities of Unsecured Second A&R CDA

 

 

(1.4

)

 

 

 

 

 

 

 

 

(1.4

)

 

 

 

 

Current maturities of lease financing obligations

 

 

(2.7

)

 

 

 

 

 

 

 

 

(2.7

)

 

 

 

 

Long-term debt

 

$

898.7

 

 

$

(28.1

)

 

$

(12.5

)

 

$

858.1

 

 

 

 

 

 

As of December 31, 2018 (in millions)

 

Par Value

 

 

Discount

 

 

Debt

Issuance

Costs

 

 

Book Value

 

 

Effective

Interest

Rate

 

Prior Term Loan

 

$

573.7

 

 

$

(7.8

)

 

$

(6.5

)

 

$

559.4

 

(b)

 

11.4

%

ABL Facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Second A&R CDA

 

 

26.9

 

 

 

 

 

 

(0.1

)

 

 

26.8

 

 

 

7.9

%

Unsecured Second A&R CDA

 

 

46.7

 

 

 

 

 

 

(0.2

)

 

 

46.5

 

 

 

7.9

%

Lease financing obligations

 

 

242.7

 

 

 

 

 

 

(0.5

)

 

 

242.2

 

 

 

14.9

%

Total debt

 

$

890.0

 

 

$

(7.8

)

 

$

(7.3

)

 

$

874.9

 

 

 

 

 

Current maturities of Term Loan

 

 

(14.2

)

 

 

 

 

 

 

 

 

(14.2

)

 

 

 

 

Current maturities of Unsecured Second A&R CDA

 

 

(1.5

)

 

 

 

 

 

 

 

 

(1.5

)

 

 

 

 

Current maturities of lease financing obligations

 

 

(5.0

)

 

 

 

 

 

 

 

 

(5.0

)

 

 

 

 

Long-term debt

 

$

869.3

 

 

$

(7.8

)

 

$

(7.3

)

 

$

854.2

 

 

 

 

 

 

(a)

As of December 31, 2019, the stated interest rate represented a variable interest rate of 1, 3 or 6-month LIBOR, with a floor of 1.0% plus a fixed margin of 7.50%.

(b)

As of December 31, 2018, the stated interest rate represented a variable interest rate of 1, 3 or 6-month LIBOR, with a floor of 1.0% plus a fixed margin of 8.50%.

Credit Facilities

As of December 31, 2019, we had two primary credit facilities that we utilized to support our liquidity needs: a $600.0 million Term Loan and a $450.0 million ABL Facility. The ABL Facility is used to support our outstanding letters of credit commitments. We have set forth a brief description of our two primary credit facilities and our other financing arrangements in place at December 31, 2019 below.

New Term Loan

On September 11, 2019, the Company and certain of its subsidiaries, as guarantors (the “Term Guarantors”), amended and restated the existing credit facilities under the credit agreement dated February 13, 2014 (the “Prior Term Loan Agreement”) and entered into a new term loan agreement (“New Term Loan Agreement”) with funds managed by Apollo Global Management, LLC acting collectively as lead lender, and Cortland Products Corp, as administrative agent and collateral agent. The obligations of the Company under the New Term Loan Agreement are unconditionally guaranteed by the Term Guarantors.

The $600.0 million term loan (the “New Term Loan”) has a maturity date of June 30, 2024, with a single payment due at maturity of the outstanding balance. The New Term Loan bears interest at LIBOR (subject to a floor of 1.0%) plus a margin of 7.5% per annum, payable at least quarterly in cash, subject to a 1.0% margin step down in the event the Company achieves greater than $400.0 million in trailing-twelve-month Adjusted EBITDA (defined in the New Term Loan Agreement as “Consolidated EBITDA”). Obligations under the New Term Loan are secured by a perfected first priority security interest in (subject to permitted liens) assets of the Company and the Term Guarantors, including but not limited to all of the Company’s wholly owned terminals, tractors and trailers, subject to certain limited exceptions.

 

The New Term Loan eliminated the total maximum leverage ratio covenant that the Company was subject to under the Prior Term Loan Agreement and introduced a new covenant that requires the Company maintain a minimum trailing-twelve-month Adjusted EBITDA of $200.0 million, measured quarterly. The New Term Loan is subject to repayment with, among other things, 100.0% of the net cash proceeds from the disposition of assets outside the ordinary course of business, except that the Company is permitted to keep the first $40.0 million in trucking terminal property sales over the term of the loan to reinvest in operations or other strategic initiatives, where applicable.

 

Borrowings under the New Term Loan may be voluntarily prepaid, provided however, that any such prepayment or mandatory prepayment (other than with respect to a prepayment with excess cash flow) will be subject to a 3.0% premium until the first anniversary date, a 2.0% premium from the first anniversary date until the second anniversary date, and a 1.0% premium from the second anniversary date until the third anniversary date, and 0.0% thereafter.

 

The New Term Loan resulted in an extinguishment of $11.2 million in capitalized issuance discount and unamortized deferred debt issuance costs relating to the prior term loan. The original issuance discount and transaction fees relating to the New Term Loan were capitalized and will be amortized through interest expense over the life of the New Term Loan.

 

 

Risks and Uncertainties Regarding Compliance with Credit Facility Financial Covenants

Under the New Term Loan, we are required to maintain at least $200.0 million in Adjusted EBITDA on a TTM basis measured each quarter until maturity (June 2024).  For the TTM period ended December 31, 2019, we achieved Adjusted EBITDA of $210.6 million.  We believe that our results of operations will allow us to comply with the minimum Adjusted EBITDA covenant for at least the next twelve months. Our ability to comply is subject to a more stable and robust freight environment and continued actions and cost savings initiatives we began in the fourth quarter of 2019 and continue today. These actions and initiatives include headcount reductions commensurate with our current volume levels, a hiring freeze on new and replacement positions, temporary elimination of short-term incentive compensation, and a reduction in discretionary spend.

 

We began taking these actions because of the freight recession our industry experienced in 2019, and that has persisted into early first quarter 2020, that negatively impacted our ability to fully realize operational efficiencies arising from our New NMFA with the International Brotherhood of Teamsters primarily due to the ensuing depressed volume levels and the inherent contractual cost increase associated with the New NMFA. Our ability to satisfy our liquidity needs and meet our minimum Adjusted EBITDA requirement during the next twelve months and thereafter is dependent upon our ability to improve operating performance over 2019 to offset the contractual wage and benefit increases under the New NMFA and other inflationary expense increases associated with among other things our employees and insurance programs.  

 

We may extend and or supplement the actions we began taking in 2019 if we continue to experience adverse conditions such as lower volumes, pricing, yield or lower productivities among others, that might impact our forecasted performance. If we are unable to achieve the results required to comply with this covenant in one or more quarters over the next twelve months, we may be required to take specific actions in addition to those described above, including but not limited to, additional reductions in headcount and targeted procurement initiatives to reduce operating costs and, or alternatively, seek an amendment or waiver from our lenders. Obtaining a waiver or an amendment is not within our control, and if unsuccessful, the lenders may exercise the rights available to them under the New Term Loan.

$450 Million ABL Facility

On February 13, 2014, we entered into our $450 million ABL Facility from a syndicate of banks arranged by Citizens Bank N.A. (formerly known as RBS Citizens, N.A.) (the “ABL Agent”), Merrill Lynch, Pierce, Fenner & Smith and CIT Finance LLC. The ABL Facility was amended on June 28, 2016 to extend the maturity date to June 28, 2021. YRC Worldwide and our subsidiaries, YRC Freight, Reddaway, Holland and New Penn are borrowers under the ABL Facility, and certain of the Company’s domestic subsidiaries are guarantors thereunder.

Availability under the ABL Facility is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our outstanding letters of credit and revolving loans. Eligible borrowing base cash is cash that is deposited from time to time into a segregated restricted account and is included in “Restricted amounts held in escrow” in the accompanying consolidated balance sheet. The ABL Facility provides for a $100 million uncommitted accordion to increase the revolving commitment in the future. For the years ended December 31, 2019 and 2018, we had $337.8 million and $341.3 million of outstanding letters of credit, respectively, and no outstanding loans.

At our option, borrowings under the ABL Facility bear interest at either: (i) the applicable LIBOR rate plus 1.75%, as amended, or (ii) the base rate (as defined in the ABL Facility) plus 0.75%, as amended.

Letter of credit fees equal to the applicable LIBOR margin in effect, 1.75% as amended, are charged quarterly in arrears on the average daily stated amount of all letters of credit outstanding during the quarter. Unused line fees are charged quarterly in arrears (such unused line fee percentage is equal to 0.375% per annum if the average revolver usage is less than 50% or 0.25% per annum if the average revolver usage is greater than 50%.)

The ABL Facility is secured by a perfected first priority security interest (subject to permitted liens) in accounts receivable, cash, deposit accounts and other assets related to accounts receivable of the Company and the other loan parties and an additional second priority security interest (subject to permitted liens) in substantially all remaining assets of the borrowers and the guarantors other than the CDA Collateral.

The ABL Facility contains conditions, representations and warranties, events of default and indemnification provisions that are customary for financings of this type, including, but not limited to, a springing minimum fixed charge coverage ratio covenant, borrowing base reporting, limitations on incurrence of debt, investments, capital expenditures, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and restricted payments. Certain provisions relating to investments, restricted payments and capital expenditures are relaxed upon meeting specified payment conditions or debt repayment conditions.

Second Amended and Restated Contribution Deferral Agreement

Pursuant to the terms of the collective bargaining agreement with the IBT, the Company’s subsidiaries began making contributions to the Funds (defined below) for the month beginning June 1, 2011 at the rate of 25% of the contribution rate in effect on July 1, 2009. Certain of our subsidiaries are parties to the Amended and Restated Contribution Deferral Agreement (the “A&R CDA”) with certain multiemployer pension funds named therein (collectively, the “Funds”) pursuant to which we are permitted to continue to defer pension payments and deferred interest owed to such Funds as of July 22, 2011 (each, “Deferred Pension Payments” and “Deferred Interest”).  The A&R CDA was last amended in January 2018 (herein referred to as the “Amended Second A&R CDA”).  The Deferred Pension Payments and Deferred Interest bear interest at a floating rate as set forth in the Amended Second A&R CDA as well as annual scheduled amortization equal to 2.0% of the amount outstanding as of November 30 of each applicable year.  The Amended Second A&R CDA further provides for first lien on certain security first priority real estate collateral and a maturity date of December 31, 2022 on the Deferred Pension Payments and Deferred Interest obligations. 

Maturities

The principal maturities over the next five years and thereafter of total debt as of December 31, 2019 was as follows:

 

(in millions)

 

Term Loan

 

 

ABL Facility

 

 

Second A&R

CDA

 

 

Lease Financing

Obligations(a)

 

 

Total

 

2020

 

$

 

 

$

 

 

$

1.4

 

 

$

2.5

 

 

$

3.9

 

2021

 

 

 

 

 

 

 

 

1.4

 

 

 

2.3

 

 

 

3.7

 

2022

 

 

 

 

 

 

 

 

68.4

 

 

 

3.2

 

 

 

71.6

 

2023

 

 

 

 

 

 

 

 

 

 

 

3.9

 

 

 

3.9

 

2024

 

 

600.0

 

 

 

 

 

 

 

 

 

1.9

 

 

 

601.9

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

217.8

 

 

 

217.8

 

Total

 

$

600.0

 

 

$

 

 

$

71.2

 

 

$

231.6

 

 

$

902.8

 

 

(a)

Lease financing obligations subsequent to 2024 of $217.8 million consist primarily of interest payments.

Fair Value Measurement

The book value and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows:

 

 

 

December 31, 2019

 

 

December 31, 2018

 

(in millions)

 

Book Value

 

 

Fair Value

 

 

Book Value

 

 

Fair Value

 

Prior Term Loan

 

$

 

 

$

 

 

$

559.4

 

 

$

546.0

 

New Term Loan

 

 

559.9

 

 

 

559.3

 

 

 

 

 

 

 

ABL Facility

 

 

 

 

 

 

 

 

 

 

 

 

Lease financing obligations

 

 

231.3

 

 

 

233.7

 

 

 

242.2

 

 

 

234.7

 

Second A&R CDA

 

 

71.0

 

 

 

71.7

 

 

 

73.3

 

 

 

70.0

 

Total debt

 

$

862.2

 

 

$

864.7

 

 

$

874.9

 

 

$

850.7

 

 

The fair values of the Term Loans and Second A&R CDA were estimated based on observable prices (level two inputs for fair value measurements). The fair value of the lease financing obligations is estimated using a publicly traded secured loan with similar characteristics (level three input for fair value measurement).

Liquidity

Our principal sources of liquidity are cash and cash equivalents, available borrowings under our ABL Facility and any prospective net cash flow from operations. As of December 31, 2019, our maximum availability under our ABL Facility was $37.7 million, and our managed accessibility is $0.2 million. Maximum availability is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our $337.8 million of outstanding letters of credit. Our Managed Accessibility of $0.2 million represents the maximum amount we would access on the ABL Facility and is adjusted for eligible receivables plus eligible borrowing base cash measured as of December 31, 2019. If eligible receivables fall below the threshold 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 of January 15, 2020.  As of January 15, 2020, we had less than 10% of the borrowing line in eligible receivables and moved $29.0 million of cash into restricted cash, as permitted under the ABL Facility, which effectively put our cash and cash equivalents and Managed Accessibility to $80.4 million as of December 31, 2019.

As of December 31, 2018, our availability under our ABL Facility was $39.2 million. Of the $39.2 million in availability, Managed Accessibility was $1.2 million. Our cash and cash equivalents and Managed Accessibility was $203.8 million as of December 31, 2018.

The table below summarizes cash and cash equivalents and Managed Accessibility for the years ended December 31:

 

(in millions)

 

2019

 

 

2018

 

Cash and cash equivalents

 

 

109.2

 

 

 

227.6

 

Less: amounts placed into restricted cash subsequent to year-end

 

 

(29.0

)

 

 

(25.0

)

Managed Accessibility

 

 

0.2

 

 

 

1.2

 

Total cash and cash equivalents and Managed Accessibility

 

$

80.4

 

 

$

203.8

 

 

Outside of funding normal operations, our principal uses of cash include making contributions to our various multi-employer pension funds and single-employer pension plans, and meeting our other cash obligations, including, but not limited to, paying principal and interest on our funded debt, payments on equipment leases and funding capital expenditures.

Capital Expenditures/Operating Leases

Our capital expenditures for the years ended December 31, 2019 and 2018 were $143.2 million and $145.4 million, respectively. These amounts were principally used to fund the purchase of used tractors and trailers, refurbish engines for our revenue fleet, containers and for capitalized costs to improve our technology infrastructure.

For the year ended December 31, 2019, we entered into new operating lease commitments for revenue equipment totaling $111.0 million, with such payments to be made over the average lease term of 4 years with a capital equivalent of $131.8 million. As December 31, 2019, our operating lease obligations for 2020 are $154.4 million and our operating lease obligations through 2030 total $451.1 million and are expected to increase as we lease additional revenue equipment in future years.