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Activist investor seeks changes to YRC board

Barna Capital has “complete trust” in the current executive management team

Image: Jim Allen/FreightWaves

In an amended 13D filing with the U.S. Securities and Exchange Commission, activist investor Barna Capital Group stated that it was moving forward with previously announced plans to make changes to the YRC Worldwide (NASDAQ: YRCW) board.

Barna Capital is seeking to “replace three members of the board who have not provided the needed guidance for the company to achieve decent operating results.” The firm wants to replace current board seats with “individuals who possess extensive experience in running a successful transportation company.”

In the filing, Barna Capital stated shares of YRCW have fallen more than 90% during the tenure of the unnamed board members that the group is seeking to replace. Additionally, the firm noted that the board was seeking to be paid in cash versus equity-based compensation and that total compensation for board seats has increased more than 200% since those individuals joined the board.

Further, the firm stated that it “would like to see some changes in middle and lower management who will drive better operational results.”

Lastly, Barna Capital reiterated its confidence in the YRC’s executive management team. “We have complete trust in the executive management team and believe that they are on the right track to turn the company towards a brighter future.”

The filing showed that Barna Capital increased its stake in the less-than-truckload carrier to 5.4%, up from 5.2% at the time of the original filing on March 17.

The date of Barna Capital’s original filing was shortly after YRC provided a lackluster intra-quarter update on March 13. In that press release, the carrier announced that tonnage per day had declined 0.7% year-over-year during January and February and that revenue per hundredweight, or yield, was 4.2% lower. The firm noted that YRC’s results, which included both “softer pricing while volumes fell at the same time,” were not as strong as results reported by other carriers.   

The original filing also called out management and the board for failing to “motivate employees, optimize operations and guide the company to strong financial results.”

The proposed board changes do not impact the two seats held by the Teamsters Workers Union.

In an 8-k filing on April 8, YRC disclosed that it had amended its credit agreement. A key provision in the amendment is the waiver of a financial covenant for the remainder of 2020, requiring last 12 months’ consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) of $200 million.

YRC’s fourth quarter financial release showed the carrier generated $210.6 million in 2019 adjusted EBITDA, ending the year with $902.8 million in debt. The carrier closed the books on 2019 with $80.4 million in liquidity compared to $203.8 million at the end of 2018.

YRCW’s shares are up more than 10% in midday trading on the news.


  1. Susan Cheek

    Wow! I read these comments and deeply wish that some entity existed that could and WOULD make positive changes for YRCW. I started with Yellow over 25 years ago. It doesn’t seem to matter whether an employee originated from Yellow or Roadway, it is the same sad song being played over and over! Now eleven years after merge between Yellow & Roadway, one would hope that the now YRC would be the NEW and IMPROVED freight company? But that sadly isn’t the case! YRC has made statements like “Best of the Best” and “Yes We Can.” The company has paid HUGE amounts of money on slogans and third party companies to investigate, study, teach, instruct and inform them what to do to be safe or survey employees regarding moral and who knows what else? My question, what is the purpose of spending money on these type of things without following through with real change? I have seen bad decisions after bad decisions and the same management people in place? Why? Everyone knows a company must make profit, that is the bottom line! Spend money where it is absolutely necessary, TECHNOLOGY! We can’t keep up with our competitors with the bs technology that exist within YRC today! Think about this seriously people…it doesn’t take a doctorate degree to see this! Decisions are being made by supervisors, managers, VP’s all the way up the food chain to the investors by bs information inputted into an antiquated computer system(s) that do not communicate accurately! All of these “Yes men,” good oh boy mentality employees can enter whatever numbers necessary to achieve the result they desire up until??! The company has been “top heavy” (too many upper management)making big bucks forever! I have seen the cycle over and over. “Is it time to restructure debt loans?” Oh, it is time to cut some good oh boys to present documentation to investors. Bam, get approval for restructure of loans and the bs hiring the of the good oh boys club players again! This is the same as refinancing your house to pay off credit card debt and then not cutting up the credit cards and continuing to spend money you don’t have! It isn’t rocket science! In the end if you DON’TMAKE REAL CHANGE IN HOW YOU OPERATE, you will end up BANKRUPT! Yes, this means YOU, YRCW! If you continue to make the same decisions you get the same results! And in YRCW’s case, they are bad results! Do what it takes to put some new blood in key decision making positions. Save the company, save the jobs, go back to caring about what matters, your employees! If you care about your employees they preform better which means better productivity and ultimately more profit! God please bless YRCW…please give us the wisdom we need to not only survive but succeed!

  2. I walk alone

    How true, younger group people don’t know so of course you can train them the way you want them yes men. Upper management make good pay checks many of times they forget if it wasn’t for the work force they wouldn’t have s–t. Its all about looking good because they know they can’t do their own jobs so to keep a job what do you do pretend that you know what your doing.
    A SOM say he had a 4 year degree he didn’t need my opinion (degree was in physical therapy) 35 years in trucking experience don’t mean a thing. It would be great to have someone that knows trucking and what it takes to run a company.

    1. Joe Ferrara

      We had a meeting this morning they told us that they weren’t going to pay our health and welfare for April they don’t have money to pay our health and welfare but they got guys executives internal managers that are that are deadwood and still getting paid we have one Jim Worsdale in Miami and his boss Lily from Alanna making a lot of money and they do not do anything

  3. Robert Samchez

    Whoever posted that comment was absolutely right this company could care less about their employees all they’re worried about is them making money they need to get management that knows what they’re doing in the places that they are in and who gives a s*** about the employees! I’ve been here for 15 years all I’ve seen since YRC is purchased Holland is gone downhill when we made money very easily before. The people in some of these people in management positions have no knowledge of the freight industry. Some of them are so young they can’t know anything and they leave the people in the positions that are not qualified

  4. Obviously Anonymous

    In the X years that I have been here I am stunned by the lack of industry knowledge in management. I’ve been in the industry over 25 years and it amazes me that this place is still in business. Yellow used to make money. Holland made money, New Penn made money, Reddaway made a lot of money but YRCW has destroyed that.

    Reddaway Linehaul Ops is run by a bad dispatcher with a great title. He gets away with it because upper mgt knows nothing about Ops and relies on a liar and dangerous fool. They have to understand how it works and what lies on a spreadsheet look like.

    Not only that but during this virus outbreak they haven’t changed anything. It is stunning that drivers are still running layovers and forced into hotels when things could easily be run on turns. That would mean they would have to take an interest in the safety and well being of their only assets. That has never been the case. Mgt treats their drivers as adversaries. Not to mention the 10’s of thousands they would save in hotel and layover costs each week.

    The arrogance here is stunning. It needs to be changed or this place is over and 25k Teamsters are on the street.
    First suggestion, when someone in mgt says “thats what we’ve always done.” Fire them.

    1. John g swanson

      The gentleman that wrote this above is very true I was a line driver there for 30 plus years. one of the dispatchers their wanted go to turns years ago and they told him no. The other thing that I can understand is why they still hand write the Manifest in this electronic age. Bad thing is it’s in their computer system to print it out every night and hand it to a driver rather than him wait there for an hour or they handwrite it. But you know you have a problem when the head of line haul. When the concern drivers call and tell him we’re running too many empties is don’t worry about it you guys will be okay that pretty much sums it up right there

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Todd Maiden

Based in Richmond, VA, Todd is the finance editor at FreightWaves. Prior to joining FreightWaves, he covered the TLs, LTLs, railroads and brokers for RBC Capital Markets and BB&T Capital Markets. Todd began his career in banking and finance before moving over to transportation equity research where he provided stock recommendations for publicly traded transportation companies.