Less-than-truckload carrier Yellow Corp. announced Tuesday that it has filed a $137 million breach of contract lawsuit against the International Brotherhood of Teamsters for blocking proposed changes to modernize how the carrier operates.
Yellow (NASDAQ: YELL) said that the union doesn’t have the authority to stop a proposed change of operations, which the company views as the linchpin to its survival. Yellow alleges that union interference has harmed the company to the tune of $137.3 million (“and counting”) in lost adjusted earnings before interest, taxes, depreciation and amortization as well as at least $1.5 billion for a loss in enterprise value that the company “is sustaining and will sustain.”
Yellow’s enterprise value — market capitalization plus net debt — consists mostly of its debt. Yellow’s market cap has plummeted since the end of 2021 as its share price has fallen from more than $14 to roughly $1.
The carrier is seeking to push through a second phase of operational changes as part of a companywide overhaul called “One Yellow.”
The plan includes the consolidation of its four LTL operating companies, the closing of excess terminal capacity and redefining work rules for some drivers, among other items. The union has rejected the latest proposal after acquiescing to a similar change last year in the western part of Yellow’s network.
The union has been adamant that the latest proposal would require too many utility positions, which require drivers to work freight on the docks and at various locations. It says its member employees at Yellow have given billions in the form of wage, benefits and pension concessions in the past and that it will not bail out the company again. It plans to honor the current contract in place, which expires March 31, 2024.
“The company is misleading our members and the public. We have a contract with Yellow that expires March 31, 2024, and Teamsters are living up to it. … “This lawsuit is a desperate, last-ditch attempt to save face,” said Fred Zuckerman, Teamsters general secretary-treasurer, in a news release.
But Yellow says the Teamsters have no right to interfere with the changes it seeks.
“Under the NMFA [National Master Freight Agreement], Yellow has the exclusive right to run its business, effect mergers, consolidate operations, open and close terminals, and the Union cannot interfere with those entrepreneurial decisions — its involvement is limited to determining and resolving the seniority of those Union employees affected by the change,” the lawsuit read.
Yellow contends the changes are required to lower its cost structure and allow it to compete with nonunion carriers, which have less cumbersome rules and often combine the roles of driving and freight handling. The lawsuit said recent market share losses — roughly a 33% decline in tonnage over the last two years — are directly associated with the way it is required to operate.
The company asserts that 1,000 road drivers in total would be required to work the docks. Roughly 400 are already performing the dual functions and the remaining 600 utility positions would be filled by employees with the least seniority.
The complaint alleges Sean O’Brien, Teamsters general president, “has prevented Yellow from meeting with IBT leadership.” Yellow contends that the union has been onboard with Yellow’s restructuring plan but it’s O’Brien’s “militant approach” that has stalled the implementation.
“Now, however, the Union has reversed course and without any justification refuses to comply with its contractual obligations to cooperate with and not impede the implementation of the remaining phases of One Yellow,” the lawsuit said.
Yellow accuses O’Brien of assuming “the role of public agitator for the company’s demise,” referring to some of his social media posts, which it describes as “false, unconstructive and irresponsible.”
“Notwithstanding Yellow’s repeated approaches to the Union and Mr. O’Brien to meet and negotiate, and its repeated offers to accommodate the Union’s purported demands, Mr. O’Brien has refused to permit any cooperation or negotiations, choosing instead to direct profanities at Yellow and its executives and even to gloat at Yellow’s impending demise.”
Yellow alleges the union has breached the collective-bargaining agreement by rejecting the proposed changes and not agreeing to schedule a required hearing on the matter. It says union leadership is blocking the request as a means to “extract wage increases” and that it “had no right to require wage increases from Yellow as a condition of approving CHOPS [a change of operations proposal].”
Yellow said it agreed to “serial extra-contractual demands” throughout the negotiating process, including the union’s demand for a vote by membership, which it said was later refused by union leadership. Instead, Yellow claims union officials insisted the NMFA would have to be reopened to proceed and that Yellow would have to “come up with sufficient financial improvements” in those negotiations.
“We do not take this action lightly, but the Union’s leadership has left us with no choice,” Yellow’s management stated in a separate news release. “For many months, we have made good faith efforts to meet with the IBT to propose a path forward that works for all parties, but they refuse even to meet, let alone engage in honest talks.”
“Yellow Corp.’s claims of breach of contract by the Teamsters are unfounded and without merit,” O’Brien said in a news release. “For a company that loves to cry poor, Yellow’s executives seem to have no problem paying a team of high-priced lawyers to wage a public relations battle—all in a failed attempt to mask their incompetence.”
Yellow just weeks away from running out of cash
The lawsuit said Yellow could run out of cash as soon as mid-July, at which time its creditors “will likely force the Company into liquidation.”
The company reported total liquidity of $168 million at the end of the first quarter, which was down $109 million in the year-ago period. However, that change included a $98 million reduction in debt. Cash flow from operations was $13 million in the period.
Yellow continues to record net losses and booked a 100.8% operating ratio (operating expenses expressed as a percentage of revenue) in the first quarter.
It has $1.3 billion in debt that comes due in 2024, with total obligations of $1.5 billion outstanding when including lease financing obligations.
The lawsuit showed Yellow also reached out to the White House and Sen. Bernie Sanders “to no avail” in efforts to broker a deal.
The U.S. Treasury made a $700 million COVID-relief loan to the company in July 2022. That made the U.S. government the largest shareholder in Yellow as it now holds 30.1% of its outstanding stock. That loan matures Sept. 30, 2024.
The company recently asked to defer health and welfare and pension contribution payments for the months of July and August. However, there has been no update on that request.
“By stonewalling Yellow’s implementation of Phase 2, the Union has knowingly and intentionally triggered a death spiral for Yellow,” the lawsuit said. “The harm it has caused and continues to cause Yellow was foreseeable and serious, and the Union has failed and continues to fail to take any reasonable precautions to protect Yellow’s economic interests.”
“The lawsuit by Yellow Corp. is a blatant attempt to undermine the rights of workers and discredit the Teamsters. The Teamsters are fully prepared to defend the union’s position vigorously and utilize all available legal resources to challenge the meritless accusations put forth by Yellow Corp.,” the Teamsters notice said.
Shares of YELL were down 28% at 11:13 a.m. on Tuesday compared to the S&P 500, which was up 0.3%. Shares of other LTL carriers were up between 3% and 7% at the time as investors contemplated Yellow’s potential demise.
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