0001171843-11-003190.txt : 20111031 0001171843-11-003190.hdr.sgml : 20111031 20111031113052 ACCESSION NUMBER: 0001171843-11-003190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111031 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111031 DATE AS OF CHANGE: 20111031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITRAN CORP INC CENTRAL INDEX KEY: 0000946823 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32449 FILM NUMBER: 111167086 BUSINESS ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 BUSINESS PHONE: 416-596-7664 MAIL ADDRESS: STREET 1: 185 THE WEST MALL STREET 2: SUITE 701 CITY: TORONTO STATE: A6 ZIP: M9C 5L5 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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):

  [   ]   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

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

EX-99 2 newsrelease.htm PRESS RELEASE Vitran Reports 2011 Third Quarter Results

EXHIBIT 99.1

Vitran Reports 2011 Third Quarter Results

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)
     
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