Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements included elsewhere in this report. This report includes 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 (“Exchange Act”). Forward-looking statements include those preceded by, followed by or characterized by words such as “will,” “expect,” “intend,” “anticipate,” “believe,” “could,” “should,” “may,” “project,” “forecast,” “propose,” “plan,” “designed,” “estimate,” “enable” and similar expressions which speak only as of the date the statement was made. 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. Forward-looking statements are only predictions. Our future financial condition and results could differ materially from those predicted in such forward-looking statements resulting from business, financial and liquidity, and common stock related factors, including (without limitation):
•our ability attracting and retaining qualified drivers and the resulting increases in driver compensation and purchased transportation costs;
•increasing labor costs, disruptions or stoppages if our relationship with our employees and unions were to deteriorate;
•the general uncertainty of our customers
•our dependence on key employees or the inability to hire additional personnel;
•increasing operating costs and reduction in our ability to offer intermodal services resulting from our dependency on third-party capacity providers and their and services;
•our ability to adapt to industry competition and competitive pricing;
•we may not realize the expected benefits and costs savings from our operational changes and performance improvement initiatives;
•business risks and increasing costs associated with the transportation industry that are largely beyond our control, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows;
•significant ongoing capital expenditure requirements;
•seasonality and the impact of weather;
•changes in fuel prices and shortages of fuel;
•damage to our corporate reputation reducing demand for our services;
•ongoing self-insurance and claim expenses;
•current or future litigation;
•operating in an industry subject to extensive governmental regulations, and costs of compliance with, or liability for violation of existing or future regulations;
•disruptions of our computer and information technology systems, privacy breaches and sophisticated cyber attacks;
•the continued impact of the COVID-19 pandemic or any other widespread outbreak of an illness, communicable disease, as well as regulatory measures implemented in response to such events;
•doing business in foreign countries;
•our failure to comply with the covenants in the documents governing our existing and future indebtedness;
•our indebtedness and cash interest payment obligations, lease obligations and pension funding obligations as well as our liquidity position;
12
•our ability to service all of our indebtedness and satisfy all of our other obligations depends on factors beyond our control, and if we cannot generate enough cash to service our indebtedness and satisfy our other obligations, we may be forced to take one or more actions, which may not be successful;
•restrictive covenants in the documents governing our existing and future indebtedness may limit our current and future operations, particularly our ability to respond to changes in our business or to pursue certain business strategies;
•significant fluctuations in the price of our Common Stock that may make it difficult to resell our Common Stock at attractive prices;
•future issuances of our Common Stock or equity-related securities in the public market could adversely affect the price of our Common Stock and our ability to raise funds in future offerings;
•the restrictive covenant that prevents us from paying dividends on our Common Stock in the foreseeable future may impact our ability to raise funds in future offerings;
•our ability to issue preferred stock that may adversely affect the rights of holders of our Common Stock; and
•other risks and contingencies, including (without limitation) the risk factors that are included in our reports filed with the SEC, including those described under “Risk Factors” in our annual report on Form 10-K and quarterly reports on Form 10-Q, including this quarterly report.
Overview
MD&A includes the following sections:
Our Business: a brief description of our business and a discussion of how we assess our operating results.
Consolidated Results of Operations: an analysis of our consolidated results of operations for the three months ended March 31, 2023 and 2022.
Certain Non-GAAP Financial Measures: presentation and an analysis of selected non-GAAP financial measures for the three months ended March 31, 2023 and 2022 and trailing-twelve-months ended March 31, 2023 and 2022.
Financial Condition, Liquidity and Capital Resources: a discussion of our major sources and uses of cash and an analysis of our cash flows and, if applicable, material changes in our contractual obligations and commercial commitments.
The "first quarter" of the years discussed below refer to the three months ended March 31, respectively.
Our Business
Yellow Corporation is a holding company that, through its operating subsidiaries, offers our customers a wide range of transportation services. The Company has one of the largest, most comprehensive LTL networks in North America with local, regional, national and international capabilities. Through its team of experienced service professionals, the Company offers industry-leading expertise in LTL shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence.
We measure the performance of our business using several metrics but rely primarily upon (without limitation) operating revenue, operating income (loss), and operating ratio. We also use certain non-GAAP financial measures as secondary measures to assess our operating performance.
•Operating Revenue: Our operating revenue has two primary components: volume (commonly evaluated using tonnage, tonnage per day, number of shipments, shipments per day or weight per shipment) and yield or price (commonly evaluated using picked up revenue, revenue per hundredweight or revenue per shipment). Yield includes fuel surcharge revenue, which is common in the trucking industry and represents an amount charged to customers that adjusts with changing fuel prices. We base our fuel surcharges on the U.S. Department of Energy fuel index and adjust them weekly. Rapid material changes in the index or our cost of fuel can positively or negatively impact our revenue and operating income as a result of changes in our fuel surcharge. We believe that fuel surcharge is an accepted and important component of the overall pricing of our services to our customers. Without an industry-accepted fuel surcharge program, our base pricing for our transportation services would require changes. We believe the distinction between base rates
13
and fuel surcharge has diminished over time, and it is impractical to clearly separate all the different factors that influence the price that our customers are willing to pay. In general, under our present fuel surcharge program, we believe rising fuel costs are beneficial to us and falling fuel costs are detrimental to us in the short term, the effects of which are mitigated over time.
•Operating Income (Loss): Operating income (loss) is operating revenue less operating expenses.
•Operating Ratio: Operating ratio is a common operating performance measure used in the trucking industry. It is calculated as (i) 100 percent (ii) minus the result of dividing operating income by operating revenue or (iii) plus the result of dividing operating loss by operating revenue, and is expressed as a percentage.
•Non-GAAP Financial Measures: We use EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, to assess the following:
oEBITDA: a non-GAAP measure that reflects our earnings before interest, taxes, depreciation, and amortization expense. EBITDA is used for internal management purposes as a financial measure that reflects our core operating performance.
oAdjusted EBITDA: a non-GAAP measure that reflects EBITDA, and further adjusts for letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring 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 Consolidated EBITDA in such future period to the extent paid). All references to “Adjusted EBITDA” throughout this section and the rest of this report refer to “Adjusted EBITDA” calculated under our UST Credit Agreements and the Term Loan Agreement (collectively, the “TL Agreements”) (defined therein as “Consolidated EBITDA”) unless otherwise specified. Consolidated EBITDA is also a defined term in our ABL Facility and the definition there aligns with the prior definition of Consolidated EBITDA under the Prior Term Loan Agreement. Adjusted EBITDA is used for internal management purposes as a financial measure that reflects our core operating performance, to measure compliance with financial covenants in our 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 covenant in our TL Agreements as this measure is calculated as defined in our TL Agreements and serves as a driving component of our key financial covenants.
Our non-GAAP financial measures have the following limitations:
oEBITDA does not reflect the interest expense or the cash requirements necessary to service interest or fund principal payments on our outstanding debt;
oAdjusted 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 fees, restructuring charges, transaction costs related to the issuance of debt, non-cash expenses, charges or losses, or nonrecurring consulting fees, among other items;
oAlthough depreciation and amortization are non-cash charges, the assets being depreciated and amortized will generally need to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;
oEquity-based compensation is an element of our long-term incentive compensation package, although Adjusted EBITDA excludes employee equity-based compensation expense when presenting our ongoing operating performance for a particular period; and
oOther companies in our industry may calculate Adjusted EBITDA differently than we do, potentially limiting its usefulness as a comparative measure.
14
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 use our non-GAAP measures as secondary measures.
Business Strategy Overview
Our strategy remains focused on providing exemplary super-regional service as we continue on our multi-year enterprise transformation to optimize and structurally improve our network that includes more than 300 strategically located terminals throughout North America. The transformation is expected to increase asset utilization, enhance network efficiencies, create cost savings and leverage operational flexibilities, consolidate disparate company systems onto a single platform and rationalize the more than 300 physical locations in the network while maintaining geographic coverage. The result will be to operate Yellow as one company, one network, under one Yellow brand.
We completed our LTL companies’ migration to a common technology platform in early 2022, and our focus transitioned to the integration of our four disparate linehaul networks into a single national network. The combination of our four individual linehaul networks currently tied to our legacy national and regional carrier brands will result in greater density as freight moves throughout our network from origin to destination terminals. Also, the local terminal pickup and delivery optimization efforts will eliminate the overlapping coverage and customer interactions that currently exist between our legacy national and regional carrier brands. When completed, this operational transformation will result in enhanced customer service, cost savings opportunities from reduced miles and productivity gains, and will create additional capacity without adding incremental physical infrastructure. In September 2022, we successfully implemented Phase One of the network optimization in the western U.S. Phase One included integrating 89 legacy YRC Freight and Reddaway terminals, and the results are meeting our expectations as customers are benefitting by having one driver pick-up and deliver both regional and long-haul shipments. We continue to work through the process with the International Brotherhood of Teamsters to implement Phase Two, which will strengthen the Company, protect 22,000 union jobs and ensure that our customers are well cared for and receive the range of services that today’s market demands. We expect to capitalize on the successes and lessons learned in Phase One as we complete the network optimization, and then turn our focus to refinancing the capital structure.
Capital investment remains a top priority for us and we remain committed to investing in our fleet, and in technology solutions that enhance our customers’ experience and improve our operational flexibility and efficiencies.
15
Consolidated Results of Operations
The table below provides summary consolidated financial information for the first quarter of 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
2023 |
|
2022 |
|
|
Percentage Change 2023 vs 2022 |
|
(in millions) |
$ |
|
% |
|
$ |
|
% |
|
|
% |
|
Operating Revenue |
$ |
1,158.6 |
|
|
100.0 |
|
$ |
1,260.4 |
|
|
100.0 |
|
|
|
(8.1 |
) |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
Salaries, wages and employee benefits |
|
672.5 |
|
|
58.0 |
|
|
711.0 |
|
|
56.4 |
|
|
|
(5.4 |
) |
Fuel, operating expenses and supplies |
|
240.6 |
|
|
20.8 |
|
|
243.6 |
|
|
19.3 |
|
|
|
(1.2 |
) |
Purchased transportation |
|
152.0 |
|
|
13.1 |
|
|
185.4 |
|
|
14.7 |
|
|
|
(18.0 |
) |
Depreciation and amortization |
|
35.3 |
|
|
3.0 |
|
|
35.7 |
|
|
2.8 |
|
|
|
(1.1 |
) |
Other operating expenses |
|
68.0 |
|
|
5.9 |
|
|
81.0 |
|
|
6.4 |
|
|
|
(16.0 |
) |
Gains on property disposals, net |
|
(0.5 |
) |
|
(0.0 |
) |
|
(5.5 |
) |
|
(0.4 |
) |
|
|
(90.9 |
) |
Total operating expenses |
|
1,167.9 |
|
|
100.8 |
|
|
1,251.2 |
|
|
99.3 |
|
|
|
(6.7 |
) |
Operating Income (Loss) |
|
(9.3 |
) |
|
(0.8 |
) |
|
9.2 |
|
|
0.7 |
|
|
|
(201.1 |
) |
Nonoperating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
Nonoperating expenses, net |
|
47.5 |
|
|
4.1 |
|
|
37.5 |
|
|
3.0 |
|
|
|
26.7 |
|
Loss before income taxes |
|
(56.8 |
) |
|
(4.9 |
) |
|
(28.3 |
) |
|
(2.2 |
) |
|
|
100.7 |
|
Income tax benefit |
|
(2.2 |
) |
|
(0.2 |
) |
|
(0.8 |
) |
|
(0.1 |
) |
|
NM* |
|
Net loss |
$ |
(54.6 |
) |
|
(4.7 |
) |
$ |
(27.5 |
) |
|
(2.2 |
) |
|
|
98.5 |
|
*Not meaningful
First Quarter of 2023 Compared to the First Quarter of 2022
Consolidated operating revenue, including fuel surcharge, decreased $101.8 million compared to the first quarter of 2022. Fuel surcharge revenue decreased compared to the first quarter of 2022 primarily due to fewer shipments, partially offset by higher fuel prices. Excluding fuel surcharge revenue, consolidated operating revenue declined due to shipping volume decreases.
The Company’s results reflect the net revenue decrease offset by certain variable operating expenses. Overall inflation in costs driven by macroeconomic conditions impacted costs across the Company, as well as continued costs associated with phase one super-regional implementation, and increased costs to prepare for phase two. Further material changes are provided below.
Salaries, wages and employee benefits. Salaries, wages and employee benefits decreased $38.5 million primarily due to impacts of headcount reductions as well as shipping volume decreases partially offset by contractual wage and benefit increases.
Purchased transportation. Purchased transportation decreased $33.4 million primarily due to targeted efforts by the Company to reduce over-the-road purchased transportation usage and reduce equpiment lease expense. While the cost of purchased transportation rates have increased, overall utilization by the Company has declined leading to an overall decrease. These decreases include a $11.9 million decrease in over-the-road purchased transportation expense, a $10.7 million decrease in equipment lease expense and a $8.2 million decrease in third-party costs due to declines in customer-specific logistics solutions.
Other operating expenses. Other operating expenses decreased $13.0 million primarily due to a $7.1 million decrease in third-party liability claims expense mostly due to more favorable development of prior year claims during 2023 compared to 2022.
Income tax. The Company’s tax provision or benefit for interim periods is computed using an estimate of the annual effective tax rate and adjusted for discrete items, if any, that occurred during the reporting periods presented. Our effective tax rate for the first quarter of 2023 and 2022 was 3.9% and 2.8%, respectively. The effective tax rate for 2023 differed from the U.S. federal statutory rate primarily due to the valuation allowance on our domestic net deferred tax assets partially offset by foreign and state income taxes. The effective rate for 2022 differed from the U.S. federal statutory rate primarily due to the valuation allowance on our domestic net deferred tax assets. The Company maintained a full valuation allowance on our domestic net deferred tax assets as of the reporting periods presented.
16
The table below summarizes the key revenue metrics for the first quarter of 2023 compared to the first quarter of 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
Percent
Change(a) |
|
Workdays |
|
|
64.0 |
|
|
|
63.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating ratio |
|
|
100.8 |
% |
|
|
99.3 |
% |
|
(1.5) pp |
|
|
|
|
|
|
|
|
|
|
|
LTL picked up revenue (in millions) |
|
$ |
1,053.2 |
|
|
$ |
1,137.2 |
|
|
|
(7.4 |
%) |
LTL tonnage (in thousands) |
|
|
1,756 |
|
|
|
1,980 |
|
|
|
(11.3 |
%) |
LTL tonnage per workday (in thousands) |
|
|
27.43 |
|
|
|
31.18 |
|
|
|
(12.0 |
%) |
LTL shipments (in thousands) |
|
|
3,111 |
|
|
|
3,561 |
|
|
|
(12.6 |
%) |
LTL shipments per workday (in thousands) |
|
|
48.61 |
|
|
|
56.08 |
|
|
|
(13.3 |
%) |
LTL picked up revenue per hundred weight |
|
$ |
29.99 |
|
|
$ |
28.72 |
|
|
|
4.4 |
% |
LTL picked up revenue per hundred weight (excluding fuel surcharge) |
|
$ |
24.51 |
|
|
$ |
23.83 |
|
|
|
2.8 |
% |
LTL picked up revenue per shipment |
|
$ |
339 |
|
|
$ |
319 |
|
|
|
6.0 |
% |
LTL picked up revenue per shipment (excluding fuel surcharge) |
|
$ |
277 |
|
|
$ |
265 |
|
|
|
4.4 |
% |
LTL weight per shipment (in pounds) |
|
|
1,129 |
|
|
|
1,112 |
|
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
Total picked up revenue (in millions)(b) |
|
$ |
1,141.0 |
|
|
$ |
1,252.4 |
|
|
|
(8.9 |
%) |
Total tonnage (in thousands) |
|
|
2,234 |
|
|
|
2,543 |
|
|
|
(12.2 |
%) |
Total tonnage per workday (in thousands) |
|
|
34.90 |
|
|
|
40.05 |
|
|
|
(12.9 |
%) |
Total shipments (in thousands) |
|
|
3,180 |
|
|
|
3,653 |
|
|
|
(12.9 |
%) |
Total shipments per workday (in thousands) |
|
|
49.69 |
|
|
|
57.53 |
|
|
|
(13.6 |
%) |
Total picked up revenue per hundred weight |
|
$ |
25.54 |
|
|
$ |
24.62 |
|
|
|
3.7 |
% |
Total picked up revenue per hundred weight (excluding fuel surcharge) |
|
$ |
21.03 |
|
|
$ |
20.59 |
|
|
|
2.1 |
% |
Total picked up revenue per shipment |
|
$ |
359 |
|
|
$ |
343 |
|
|
|
4.7 |
% |
Total picked up revenue per shipment (excluding fuel surcharge) |
|
$ |
295 |
|
|
$ |
287 |
|
|
|
3.0 |
% |
Total weight per shipment (in pounds) |
|
|
1,405 |
|
|
|
1,392 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
(in millions) |
|
2023 |
|
|
2022 |
|
(b) Reconciliation of operating revenue to total picked up revenue: |
|
|
|
|
|
|
Operating revenue |
|
$ |
1,158.6 |
|
|
$ |
1,260.4 |
|
Change in revenue deferral and other |
|
|
(17.6 |
) |
|
|
(8.0 |
) |
Total picked up revenue |
|
$ |
1,141.0 |
|
|
$ |
1,252.4 |
|
(a)Percent change based on unrounded figures and not the rounded figures presented.
(b)Does not equal financial statement revenue due to revenue recognition adjustments between accounting periods and the impact of other revenue.
Certain Non-GAAP Financial Measures
As previously discussed in the “Our Business” section, we use certain non-GAAP financial measures to assess performance including EBITDA and Adjusted EBITDA. 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. These secondary measures should be considered in addition to the results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, our GAAP financial measures.
17
Adjusted EBITDA
The reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA (defined in our TL Agreements as “Consolidated EBITDA”) for the first quarter of 2023 and 2022, and the trailing twelve months ended March 31, 2023 and 2022, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
Trailing-Twelve-Months Ended |
|
(in millions) |
|
2023 |
|
|
2022 |
|
|
March 31, 2023 |
|
|
March 31, 2022 |
|
Reconciliation of net loss to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(54.6 |
) |
|
$ |
(27.5 |
) |
|
$ |
(5.3 |
) |
|
$ |
(73.3 |
) |
Interest expense, net |
|
|
46.2 |
|
|
|
37.7 |
|
|
|
170.1 |
|
|
|
152.3 |
|
Income tax expense (benefit) |
|
|
(2.2 |
) |
|
|
(0.8 |
) |
|
|
3.3 |
|
|
|
1.2 |
|
Depreciation and amortization |
|
|
35.3 |
|
|
|
35.7 |
|
|
|
143.0 |
|
|
|
146.0 |
|
EBITDA |
|
|
24.7 |
|
|
|
45.1 |
|
|
|
311.1 |
|
|
|
226.2 |
|
Adjustments for TL Agreements: |
|
|
|
|
|
|
|
|
|
|
|
|
(Gains) losses on property disposals, net |
|
|
(0.5 |
) |
|
|
(5.5 |
) |
|
|
(33.0 |
) |
|
|
(5.8 |
) |
Non-cash reserve changes(a) |
|
|
3.1 |
|
|
|
(1.9 |
) |
|
|
2.5 |
|
|
|
11.5 |
|
Letter of credit expense |
|
|
1.7 |
|
|
|
2.1 |
|
|
|
8.0 |
|
|
|
8.5 |
|
Permitted dispositions and other |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.4 |
|
Equity-based compensation expense |
|
|
2.3 |
|
|
|
2.3 |
|
|
|
5.3 |
|
|
|
4.6 |
|
Non-union pension settlement charge |
|
|
0.1 |
|
|
|
— |
|
|
|
12.2 |
|
|
|
64.7 |
|
Other, net |
|
|
0.3 |
|
|
|
0.7 |
|
|
|
0.8 |
|
|
|
2.7 |
|
Expense amounts subject to 10% threshold(b): |
|
|
|
|
|
|
|
|
|
|
|
|
Department of Defense settlement charge |
|
|
— |
|
|
|
5.3 |
|
|
|
— |
|
|
|
5.3 |
|
Other, net |
|
|
2.5 |
|
|
|
3.6 |
|
|
|
18.3 |
|
|
|
23.3 |
|
Adjusted EBITDA prior to 10% threshold |
|
|
34.3 |
|
|
|
52.0 |
|
|
|
325.4 |
|
|
|
341.4 |
|
Adjustments pursuant to TTM calculation(b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
34.3 |
|
|
$ |
52.0 |
|
|
$ |
325.4 |
|
|
$ |
341.4 |
|
(a)Non-cash reserve changes reflect the net charges for union and nonunion vacation, with such adjustments to be reduced by cash charges in a future period when paid.
(b)Pursuant to the TL Agreements, Adjusted EBITDA limits certain adjustments in aggregate to 10% of the trailing-twelve-month ("TTM") 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, and any necessary adjustment resulting from this limitation, if applicable, will be presented here. The sum of the quarters may not necessarily equal TTM Adjusted EBITDA due to the expiration of adjustments from prior periods.
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Financial Condition, Liquidity and Capital Resources
The following sections provide aggregated information regarding our financial condition, liquidity and capital resources. As of March 31, 2023 and December 31, 2022, our total debt was $1,477.8 million and $1,538.0 million, respectively.
Liquidity
Our principal sources of liquidity are cash and cash equivalents, any prospective net cash flow from operations and available borrowings under our ABL Facility. As of March 31, 2023, our cash and cash equivalents, exclusive of restricted amounts held in escrow, was $154.7 million.
As of March 31, 2023, our Availability under our ABL Facility was $54.1 million, and our Managed Accessibility (as defined below) was $12.8 million. 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 $359.3 million of outstanding letters of credit. Our 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 as of March 31, 2023. 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 April 14, 2023. Cash and cash equivalents and Managed Accessibility totaled $167.5 million as of March 31, 2023.
As of December 31, 2022, our Availability under our ABL Facility was $47.7 million, and our Managed Accessibility was $6.7 million. Cash and cash equivalents and Managed Accessibility totaled $241.8 million at December 31, 2022.
As detailed in Footnote 3 to the financial statements, the Company has $567.4 million in debt due June 30, 2024 and $729.4 million in debt due September 30, 2024. At March 31, 2023, the Company had cash and cash equivalents and Managed Accessibility of $167.5 million. On or before the maturation of debt in 2024, the Company will require substantial additional liquidity to satisfy these debt obligations. The Company is currently evaluating strategies to obtain the needed additional liquidity to satisfy these obligations. These strategies may include, but are not limited to, issuing debt or entering into other financing arrangements. There can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms.
Covenants
Under the UST Loans and Credit Agreement, the Company has a quarterly requirement to maintain a trailing-twelve-month ("TTM") Adjusted EBITDA of $200.0 million through the maturity of these agreements. Management expects, based on actual and forecasted operating results, the Company will meet this covenant requirement for the next twelve months.
Cash Flows
For the first quarter of 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
(in millions) |
|
2023 |
|
|
2022 |
|
Net cash provided by (used in) operating activities |
|
$ |
12.6 |
|
|
$ |
(33.5 |
) |
Net cash provided by (used in) investing activities |
|
|
(27.2 |
) |
|
|
(29.8 |
) |
Net cash provided by (used in) financing activities |
|
|
(69.7 |
) |
|
|
(9.4 |
) |
Operating Cash Flow
Cash provided by operating activities was $12.6 million during the first quarter of 2023, compared to $33.5 million used during the first quarter of 2022. The increase in cash provided was primarily attributable to changes in working capital, including a $78.0 million increase in accounts receivable collected and a $27.3 million increase in cash due to other operating liabilities primarily related to lower short term incentive payments, partially offset by a increase in cash used of $47.1 million in accounts payable. Additionally, the Company experienced a $27.1 million increase in net loss.
Investing Cash Flow
Cash used in investing activities was $27.2 million during the first quarter of 2023 compared to $29.8 million of cash used during the first quarter of 2022. The decrease of $2.6 million in cash used was primarily driven by a decrease in cash outflows on revenue equipment acquisitions.
19
Financing Cash Flow
Cash used in financing activities was $69.7 million during the first quarter of 2023, compared to $9.4 million used during the first quarter of 2022. The increase in cash used by financing activities for the first quarter of 2023 as compared to 2022 was related to the paydown of our A&R CDA and additional paydowns on our Term Loan due to remittance of property sales proceeds.
Capital Expenditures
Our capital expenditures for the first quarter of 2023 and 2022 were $29.6 million and $36.4 million, respectively. These amounts were principally used to fund the purchase of revenue equipment, to improve our technology infrastructure and to refurbish engines for our revenue equipment fleet.
Contractual Obligations and Other Commercial Commitments
The following sections summarize consolidated information regarding our contractual cash obligations and other commercial commitments for any updates for material changes during the reporting period ended March 31, 2023.
Contractual Cash Obligations
The Company has completed a review of our material cash requirements to analyze and disclose material changes, if any, in those requirements between those expected cash outflows as of December 31, 2022, as detailed in the Form 2022 10-K, and those as of March 31, 2023.
All changes in our cash requirements, for cash outflows that we are contractually obligated to make were considered by the Company and determined to be reasonably expected based upon our prior financial statement disclosures or in the ordinary course of business.
Other Commercial Commitments
The Company has completed a review of our other commercial commitments in order to analyze and disclose material changes, if any, in those commitments between those as of December 31, 2022, as detailed in the 2022 Form 10-K, and those as of March 31, 2023. As a result, the Company determined that there were no material changes to disclose.
We have no off-balance sheet arrangements except for other contractual obligations for letters of credit and surety bonds and normal course service agreements and capital purchases, which were disclosed in the 2022 Form 10-K. Additionally, there have been no material changes to these arrangements subsequent to December 31, 2022.
20
