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 31, 2011
Vitran Corporation
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA | 001-32449 | 98-0358363 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
185 The West Mall, Suite 701, Toronto, Ontario, Canada | M9C 5L5 | |||
(Address of principal executive offices) | (Zip Code) |
416-596-7664
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below): |
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[ ] | 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 31, 2011, the Registrant issued the attached news release entitled "Vitran Reports 2011 Third Quarter Results" announcing its third quarter 2011 results. A copy of the press release is attached as Exhibit 99.1, and incorporated herein by reference.
The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, of the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached to this Current Report on Form 8-K:
Exhibit No.
Description
99.1
News Release dated October 31, 2011. (1)
(1) Filed as an exhibit hereto
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Vitran Corporation |
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Date: October 31, 2011 |
/s/ FAYAZ D. SULEMAN Fayaz D. Suleman Vice President Finance and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
News Release dated October 31, 2011. (1) |
(1) Filed as an exhibit hereto
EXHIBIT 99.1
REMINDER:
Vitran management will conduct a conference call and webcast today: October 31, at 10:00 a.m. ET,
to discuss the Company's 2011 third quarter results
Conference call dial-in: 1-888-396-8064 or 416-764-8649 (International)
Live Webcast: www.vitran.com (select "Investor Relations")
TORONTO, Oct. 31, 2011 (GLOBE NEWSWIRE) -- Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), a North American transportation and supply chain firm, today announced financial results for the third quarter of 2011 and the nine-month period ended September 30, 2011 (all figures reported in $U.S.).
Vitran reported an 18.4% increase in revenue to $206.2 million for the quarter ended September 30, 2011 compared to $174.1 million for the third quarter of 2010. Adjusting for the impact of foreign exchange on Vitran's Canadian operations, consolidated revenue increased 17.0% in the comparable third quarters. Vitran recorded a net loss from continuing operations of $3.4 million, or $0.21 per share for the third quarter of 2011 compared to net income from continuing operations of $1.9 million or $0.11 per diluted shares.
Vitran reported a 19.9% increase in revenue to $600.4 million for the nine months ended September 30, 2011 compared to $501.0 million for the same period in 2010. Adjusting for the impact of foreign exchange on Vitran's Canadian operations, consolidated revenue increased 17.9% in the comparable nine-month periods. Vitran recorded a net loss from continuing operations of $5.9 million, or $0.36 per share for the nine-month period ended September 30, 2011 compared to net income from continuing operations of $2.2 million or $0.13 per diluted shares.
On a non-GAAP basis that would include adjusting for a tax recovery on Vitran's U.S. operations, the Company recorded an adjusted loss from continuing operations of $0.06 per share for the third quarter of 2011 and adjusted loss of $0.07 per share for the nine-month period ended September 30, 2011. At the end of the fourth quarter of 2010, in accordance with FASB ASC 740-10, Vitran temporarily discontinued recording an income tax recovery and deferred tax asset for its U.S. operations.
Vitran President and Chief Executive Officer Rick Gaetz stated, "We continue to be extremely pleased with both the development and results of our supply chain operation. SCO generated record revenue and operating income in the current quarter. Sacramento was successfully opened in September 2011 and we expect to open two additional facilities in the first half of 2012.
"The LTL segment is much the same as the second quarter of 2011, with strong results in Canada and weaker results in the U.S. operations. The service offering in the U.S. is once again strong. Despite U.S. LTL tonnage growth of 14.1% our infrastructure requires density improvements combined with continued yield improvement and operating efficiency gains. Our principal focus is on the improvement of results in our U.S. LTL operation."
Segmented Results
The LTL (less-than-truckload) segment revenue improvement of 17.1% to $176.4 million for the third quarter of 2011 compared to revenue of $150.7 million in the third quarter of 2010. Loss from operations for the 2011 third quarter was $2.9 million, compared to income from operations of $3.0 million in the comparable period a year ago. Negatively impacting operating results was a quarter over prior-year-quarter increase in U.S. healthcare and workers compensation expense of over $1.5 million. In the comparable third quarters, shipments and tonnage improved 8.3% and 9.2% respectively in the combined LTL segment.
The Supply Chain Operation posted 26.8% revenue improvement, record income from operation of $2.9 million and an OR of 90.2% in the third quarter of 2011 compared to income from operations of $2.0 million and OR of 91.5% in the third quarter of 2010.
Refinancing of Senior Debt Facilities
Vitran has received commitments for a three-year bank syndicated asset based revolving credit facility to provide up to $85 million, led by JPMorgan Chase Bank. The new revolving credit facility will reduce interest rate spreads by 125 to 175 basis points. Vitran has also received a commitment for a seven-year $47 million real estate term facility secured by Vitran's four Canadian LTL transportation facilities, subject to final due diligence. Both credit facilities are expected to close prior to November 30, 2011, with the proceeds used to repay the existing bank syndicated term and revolving credit facilities which mature July 31, 2012. Vitran received waivers under its current credit facilities effective September 30, 2011 to November 30, 2011 in order to complete the refinancing and will require further accommodation from its existing banking syndicate if the new credit facilities do not close by November 30, 2011.
"I am extremely pleased that we were able to continue our long-standing relationship with JPMorgan Chase Bank. The new debt structure will provide Vitran the flexibility to continue to prudently invest in our business and ultimately execute our operating plan to drive results and enhance shareholder value. At September 30 debt levels, availability under the new revolving credit facility would be in excess of $30 million," concluded Mr. Gaetz.
About Vitran Corporation Inc.
Vitran Corporation Inc. is a North American group of transportation companies offering less-than-truckload and supply chain services. To find out more about Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), visit the website at www.vitran.com.
The Vitran Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7302
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Forward-looking statements may be generally identifiable by use of the words "believe", "anticipate", "intend", "estimate", "expect", "project", "may", "plans", "continue", "will", "focus should" "endeavor" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on current expectations and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Vitran's actual results, performance or achievements to differ materially from those projected in the forward-looking statements. Factors that may cause such differences include, but are not limited to, technological change, increases in fuel costs, regulatory changes, the general health of the economy, seasonal fluctuations, unanticipated changes in railroad capacities, exposure to credit risks, changes in labour relations and competitive factors. More detailed information about these and other factors is included in the annual MD&A on Form 10K under the heading "General Risks and Uncertainties." Many of these factors are beyond the Company's control; therefore, future events may vary substantially from what the Company currently foresees. You should not place undue reliance on such forward-looking statements. Vitran Corporation Inc. does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.
(tables follow)
Vitran Corporation Inc. | ||
Consolidated Balance Sheets | ||
(in thousands of United States dollars, US GAAP) | ||
Sept 30, 2011 | Dec 31, 2010 | |
(unaudited) | (audited) | |
Assets | ||
Current assets: | ||
Accounts receivable | $89,736 | $72,212 |
Inventory, deposits and prepaid expenses | 10,707 | 9,761 |
Current assets of discontinued operations | -- | 1,683 |
Deferred income taxes | 105 | 110 |
100,548 | 83,766 | |
Property and equipment | 134,901 | 138,847 |
Intangible assets | 6,421 | 8,268 |
Goodwill | 14,129 | 14,453 |
$255,999 | $245,334 | |
Liabilities and Shareholders' Equity | ||
Current liabilities: | ||
Bank overdraft | $1,990 | $3,906 |
Accounts payable and accrued liabilities | 82,504 | 68,955 |
Income and other taxes payable | 791 | 154 |
Current liabilities of discontinued operations | 137 | 2,410 |
Current portion of long-term debt | 76,974 | 19,545 |
Other | 59 | -- |
162,455 | 94,970 | |
Long-term debt | 475 | 49,838 |
Other | -- | 519 |
Deferred income taxes | 922 | 1,160 |
Shareholders' equity: | ||
Common shares | 99,746 | 99,658 |
Additional paid-in capital | 5,209 | 4,838 |
Accumulated deficit | (16,842) | (10,901) |
Accumulated other comprehensive income | 4,034 | 5,252 |
92,147 | 98,847 | |
$255,999 | $245,334 |
(Consolidated Statements of Income follows) | ||||
Vitran Corporation Inc. | ||||
Consolidated Statements Of Income | ||||
(Unaudited) | ||||
(in thousands of United States dollars except per share amounts, US GAAP) | ||||
Three months ended Sept 30, | Nine months ended Sept 30, | |||
2011 | 2010 | 2011 | 2010 | |
Revenue | $ 206,159 | $ 174,124 | $ 600,428 | $ 500,980 |
Operating expenses | 202,922 | 165,435 | 587,528 | 479,229 |
Depreciation and amortization expense | 3,976 | 4,620 | 12,373 | 14,014 |
206,898 | 170,055 | 599,901 | 493,243 | |
Income (loss) from continuing operations before undernoted |
(739) |
4,069 |
527 |
7,737 |
Interest expense, net | 1,694 | 1,792 | 4,347 | 5,815 |
Income (loss) from continuing operations before income taxes | (2,433) | 2,277 | (3,820) | 1,922 |
Income taxes (recovery) | 987 | 408 | 2,121 | (237) |
Net income (loss) from continuing operations |
(3,420) |
1,869 |
(5,941) |
2,159 |
Discontinued operations, net of tax |
-- |
93 |
-- |
602 |
Net income (loss) |
(3,420) |
1,962 |
(5,941) |
2,761 |
Basic and Diluted income (loss) per share | ||||
Net loss from continuing operations | $ (0.21) | $ 0.11 | $ (0.36) | $ 0.13 |
Discontinued operations | $ -- | $ 0.01 | $ -- | $ 0.04 |
Net loss | $ (0.21) | $ 0.12 | $ (0.36) | $ 0.17 |
Weighted average number of shares: | ||||
Basic | 16,330,171 | 16,277,202 | 16,325,250 | 16,270,067 |
Diluted | 16,330,171 | 16,359,468 | 16,325,250 | 16,359,203 |
(Statements of Cash Flows follow) | ||||||||
Vitran Corporation Inc. | ||||||||
Consolidated Statements Of Cash Flows | ||||||||
(Unaudited) | ||||||||
(in thousands of United States dollars, US GAAP) | ||||||||
Three months ended Sept 30, | Nine months ended Sept 30, | |||||||
2011 | 2010 | 2011 | 2010 | |||||
Cash provided by (used in): | ||||||||
Operations: | ||||||||
Net income (loss) | $ (3,420) | $ 1,962 | $ (5,941) | $ 2,761 | ||||
Items not involving cash from operations: | ||||||||
Depreciation and amortization expense | 3,976 | 4,620 | 12,373 | 14,015 | ||||
Deferred income taxes | 168 | 692 | 227 | 310 | ||||
Share-based compensation expense | 115 | 134 | 376 | 430 | ||||
Gain on sale of property and equipment | 4 | 41 | (101) | (104) | ||||
Income from discontinued operations | -- | (93) | -- | (602) | ||||
Change in non-cash working capital components | (580) | (735) | (4,284) | (6,806) | ||||
Continuing operations | 263 | 6,621 | 2,650 | 10,004 | ||||
Discontinued operations | (64) | 673 | (590) | 1,546 | ||||
199 | 7,294 | 2,060 | 11,550 | |||||
Investments: | ||||||||
Purchase of property and equipment | (757) | (767) | (7,365) | (4,748) | ||||
Proceeds on sale of property and equipment | 108 | 475 | 437 | 1,301 | ||||
Acquisition of business assets | -- | -- | (1,737) | -- | ||||
(649) | (292) | (8,665) | (3,447) | |||||
Financing: | ||||||||
Revolving credit facility and bank overdraft | 5,079 | (2,579) | 19,694 | 6,080 | ||||
Repayment of long-term debt | (5,000) | (3,089) | (11,000) | (10,444) | ||||
Repayment of capital leases | (840) | (1,015) | (2,750) | (3,412) | ||||
Issue of Common Shares upon exercise of stock options | 3 | 73 | 83 | 73 | ||||
(758) | (6,610) | 6,027 | (7,703) | |||||
Effect of translation adjustment on cash | 1,208 | (392) | 578 | (400) | ||||
Increase in cash and cash equivalents | -- | -- | -- | -- | ||||
Cash and cash equivalent position, beginning of period | -- | -- | -- | -- | ||||
Cash and cash equivalent position, end of period | $ -- | $ -- | $ -- | $ -- | ||||
Change in non-cash working capital components: | ||||||||
Accounts receivable | $ 4,348 | $ (5,228) | $ (17,524) | $ (15,731) | ||||
Inventory, deposits and prepaid expenses | (846) | (1,250) | (946) | (4) | ||||
Income and other taxes recoverable/payable | 272 | 1,534 | 637 | (775) | ||||
Accounts payable and accrued liabilities | (4,354) | 4,209 | 13,549 | 9,704 | ||||
$ (580) | $ (735) | $ (4,284) | $ (6,806) | |||||
Supplemental cash flow information: | ||||||||
Capital lease additions | $ 262 | -- | $ 262 | -- |
(additional financial information follows) | |||||||
Supplementary Segmented Financial Information | |||||||
(in thousands of United States dollars) (Unaudited) | |||||||
For the quarter ended Sept 30, 2011 |
For the quarter ended Sept 30, 2010 |
||||||
Revenue | Inc. from Operations | OR% | Revenue | Inc. from Operations | OR% | ||
LTL | $176,407 | $ (2,878) | 101.6 | LTL | $150,655 | $3,006 | 98.0 |
SCO | $29,752 | $2,922 | 90.2 | SCO | $23,469 | $1,995 | 91.5 |
For the nine months ended Sept 30, 2011 |
For the nine months ended Sept 30, 2010 |
||||||
Revenue | Inc. from Operations | OR% | Revenue | Inc. from Operations | OR% | ||
LTL | $513,758 | $ (3,135) | 100.6 | LTL | $436,499 | $6,239 | 98.6 |
SCO | $86,670 | $7,349 | 91.5 | SCO | $64,481 | $4,759 | 92.6 |
LTL SEGMENT – Statistical Information | ||
(Unaudited) | ||
For the quarter ended | ||
Sept 30, 2011 | ||
($U.S.) | LTL | Q. over Q. |
Division | % Change | |
Revenue (000's) | $176,407 | * 15.5% |
No. of Shipments | 1,112,138 | 8.3% |
Weight (000's lbs) | 1,632,736 | 9.2% |
Revenue per shipment | $158.62 | * 6.7% |
Revenue per CWT | $10.80 | * 5.8% |
For the nine months ended | ||
Sept 30, 2011 | ||
($U.S.) | LTL | Q. over Q. |
Division | % Change | |
Revenue (000's) | $513,758 | * 15.5% |
No. of Shipments | 3,238,922 | 8.4% |
Weight (000's lbs) | 4,843,656 | 8.9% |
Revenue per shipment | $158.62 | * 6.5% |
Revenue per CWT | $10.61 | * 6.1% |
* All % changes have been normalized for the impact of foreign exchange fluctuation, period over period |
Non-GAAP Measures | ||||
Three months ended Sept 30, | Nine months ended Sept 30, | |||
2011 | 2011 | |||
Net loss from continuing operations | $ (3,420) | $ (5,941) | ||
Tax recovery from US operations | 2,468 | 4,855 | ||
Adjusted net loss from continuing operations |
(952) |
(1,086) |
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Weighted average shares outstanding: | ||||
Basic | 16,330,171 | 16,325,250 | ||
Diluted | 16,330,171 | 16,325,250 | ||
Adjusted basic and diluted loss per share from continuing operations |
(0.06) |
(0.07) |
CONTACT: Richard Gaetz, President/CEO Fayaz Suleman, VP Finance/CFO Vitran Corporation Inc. 416/596-7664