Attached files
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8-K - 8-K - VITRAN CORP INC | d611602d8k.htm |
EX-10.1 - EX-10.1 - VITRAN CORP INC | d611602dex101.htm |
Exhibit 99.1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On October 7, 2013, Vitran Corporation Inc. (the Company or Vitran) completed the sale of its U.S. LTL business to Data Processing, LLC (the Buyer). In order to complete the transaction, the Company capitalized the U.S. LTL business with the net amount of $3.0 million, after deducting the $2.0 million purchase price received by the Company from the Buyer. In addition, the Buyer funded a cash deficit of approximately $1.4 million in the U.S. LTL business between September 23, 2013 and closing. The following unaudited pro forma consolidated balance sheet and statements of income (loss) are derived from the historical consolidated financial statements of the Company. The pro forma consolidated balance sheet of the Company as of June 30, 2013 gives effect to the disposition as if it had occurred on that date. The pro forma consolidated statements of income (loss) of the Company for the six months ended June 30, 2013 and the fiscal years ended December 31, 2012, 2011 and 2010 assume the sale had been completed as of January 1, 2010. The unaudited pro forma consolidated balance sheet and statements of income (loss) should be read in conjunction with the notes thereto, and the historical consolidated financial statements, including the notes thereto, of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2012.
The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The principles require the use of estimates that affect the reported amounts of revenues and expenses. Actual results could differ from those estimates.
The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to present what the actual results of income (loss) would have been had the transaction occurred on the respective dates assumed, nor is it necessarily indicative of the Companys future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Companys management believes to be reasonable.
VITRAN CORPORATION INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 2013
(Unaudited)
(In thousands of United States dollars)
As Reported | U.S. LTL (1) | Pro Forma Adjustments (2) |
Pro Forma (8) | |||||||||||||
Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 41,235 | $ | | $ | (3,000 | ) | $ | 38,235 | |||||||
Accounts receivable |
73,343 | (52,665 | ) | | 20,678 | |||||||||||
Inventory, deposits and prepaid expenses |
9,485 | (6,772 | ) | | 2,713 | |||||||||||
Income taxes recoverable |
476 | (211 | ) | | 265 | |||||||||||
Deferred income taxes |
87 | | | 87 | ||||||||||||
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Total current assets |
124,626 | (59,648 | ) | (3,000 | ) | 61,978 | ||||||||||
Property and equipment |
123,716 | (74,257 | ) | | 49,459 | |||||||||||
Intangible assets |
1,841 | (1,841 | ) | | | |||||||||||
Goodwill |
5,278 | | | 5,278 | ||||||||||||
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Total assets |
$ | 255,461 | $ | (135,746 | ) | $ | (3,000 | ) | $ | 116,715 | ||||||
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
$ | 70,840 | $ | (45,433 | ) | $ | 2,500 | $ | 27,907 | |||||||
Current portion of long-term debt |
3,828 | (2,538 | ) | | 1,290 | |||||||||||
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Total current liabilities |
74,668 | (47,971 | ) | 2,500 | 29,197 | |||||||||||
Long-term debt |
79,155 | (32,072 | ) | | 47,083 | |||||||||||
Deferred income taxes |
997 | | | 997 | ||||||||||||
Shareholders equity |
100,641 | (55,703 | ) | (5,500 | ) | 39,438 | ||||||||||
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Total liabilities and shareholders equity |
$ | 255,461 | $ | (135,746 | ) | $ | (3,000 | ) | $ | 116,715 | ||||||
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See accompanying notes to pro forma consolidated financial information
VITRAN CORPORATION INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Six Months Ended June 30, 2013
(Unaudited)
(In thousands of United States dollars except for per share amounts)
As Reported | U.S. LTL (3) | Pro Forma (8) | ||||||||||
Revenue |
$ | 326,552 | $ | (229,889 | ) | $ | 96,663 | |||||
Operating expenses: |
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Salaries, wages and other employee benefits (4) |
148,750 | (133,941 | ) | 14,809 | ||||||||
Purchased transportation |
50,944 | (17,303 | ) | 33,641 | ||||||||
Depreciation and amortization |
7,597 | (5,994 | ) | 1,603 | ||||||||
Maintenance |
16,189 | (12,009 | ) | 4,180 | ||||||||
Rents and leases |
17,515 | (16,201 | ) | 1,314 | ||||||||
Owner operators |
24,974 | | 24,974 | |||||||||
Fuel and fuel-related expenses |
61,443 | (50,593 | ) | 10,850 | ||||||||
Other operating expenses |
31,439 | (26,231 | ) | 5,208 | ||||||||
Other income |
(963 | ) | 779 | (184 | ) | |||||||
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Total operating expenses |
357,888 | (261,493 | ) | 96,395 | ||||||||
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Income (loss) from continuing operations before the undernoted |
(31,336 | ) | 31,604 | 268 | ||||||||
Interest expense, net (5,7) |
(3,278 | ) | 1,397 | (1,881 | ) | |||||||
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Loss from continuing operations before income taxes |
(34,614 | ) | 33,001 | (1,613 | ) | |||||||
Income tax recovery |
(12 | ) | (71 | ) | (83 | ) | ||||||
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Net loss from continuing operations |
$ | (34,602 | ) | $ | 33,072 | $ | (1,530 | ) | ||||
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Loss per share: |
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Basic and Diluted: |
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Loss from continuing operations |
$ | (2.11 | ) | $ | (0.09 | ) | ||||||
Weighted average number of shares: |
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Basic |
16,417,108 | 16,417,108 | ||||||||||
Diluted |
16,417,108 | 16,417,108 | ||||||||||
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See accompanying notes to pro forma consolidated financial information
VITRAN CORPORATION INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended December 31, 2012
(Unaudited)
(In thousands of United States dollars except for per share amounts)
As Reported | U.S. LTL (3) | Pro Forma (8) | ||||||||||
Revenue |
$ | 702,914 | $ | (508,971 | ) | $ | 193,943 | |||||
Operating expenses: |
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Salaries, wages and other employee benefits |
305,033 | (280,060 | ) | 24,973 | ||||||||
Purchased transportation |
104,447 | (34,031 | ) | 70,416 | ||||||||
Depreciation and amortization |
15,435 | (12,280 | ) | 3,155 | ||||||||
Maintenance |
34,201 | (24,037 | ) | 10,164 | ||||||||
Rents and leases |
33,823 | (31,035 | ) | 2,788 | ||||||||
Owner operators |
48,345 | | 48,345 | |||||||||
Fuel and fuel related expenses |
135,365 | (113,409 | ) | 21,956 | ||||||||
Other operating expenses |
64,352 | (56,308 | ) | 8,044 | ||||||||
Other income |
(235 | ) | 192 | (43 | ) | |||||||
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Total operating expenses |
740,766 | (550,968 | ) | 189,798 | ||||||||
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Income (loss) from continuing operations before the undernoted |
(37,852 | ) | 41,997 | 4,145 | ||||||||
Interest expense, net (7) |
(5,417 | ) | 2,293 | (3,124 | ) | |||||||
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Income (loss) from continuing operations before income taxes |
(43,269 | ) | 44,290 | 1,021 | ||||||||
Income tax expense (recovery) |
(643 | ) | 1,883 | 1,240 | ||||||||
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Net loss from continuing operations |
$ | (42,626 | ) | $ | 42,407 | $ | (219 | ) | ||||
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Loss per share: |
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Basic and Diluted: |
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Loss from continuing operations |
$ | (2.60 | ) | $ | (0.01 | ) | ||||||
Weighted average number of shares: |
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Basic |
16,391,252 | 16,391,252 | ||||||||||
Diluted |
16,391,252 | 16,391,252 | ||||||||||
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See accompanying notes to pro forma consolidated financial information
VITRAN CORPORATION INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended December 31, 2011
(Unaudited)
(In thousands of United States dollars except for per share amounts)
As Reported | U.S. LTL (3) | Pro Forma (8) | ||||||||||
Revenue |
$ | 686,242 | $ | (493,927 | ) | $ | 192,315 | |||||
Operating expenses: |
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Salaries, wages and other employee benefits |
283,363 | (258,666 | ) | 24,697 | ||||||||
Purchased transportation |
109,133 | (39,283 | ) | 69,850 | ||||||||
Depreciation and amortization |
14,969 | (11,772 | ) | 3,197 | ||||||||
Maintenance |
32,217 | (21,260 | ) | 10,957 | ||||||||
Rents and leases |
26,321 | (23,658 | ) | 2,663 | ||||||||
Owner operators |
46,905 | | 46,905 | |||||||||
Fuel and fuel related expenses |
130,294 | (109,933 | ) | 20,361 | ||||||||
Other operating expenses |
55,679 | (47,281 | ) | 8,398 | ||||||||
Other loss (income) |
1,945 | (2,006 | ) | (61 | ) | |||||||
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Total operating expenses |
700,826 | (513,859 | ) | 186,967 | ||||||||
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Income (loss) from continuing operations before the undernoted |
(14,584 | ) | 19,932 | 5,348 | ||||||||
Interest expense, net (6,7) |
(6,808 | ) | 1,310 | (5,498 | ) | |||||||
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Loss from continuing operations before income taxes |
(21,392 | ) | 21,242 | (150 | ) | |||||||
Income tax expense (recovery) |
(612 | ) | 1,780 | 1,168 | ||||||||
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Net loss from continuing operations |
$ | (20,780 | ) | $ | 19,462 | $ | (1,318 | ) | ||||
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Loss per share: |
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Basic and Diluted: |
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Loss from continuing operations |
$ | (1.27 | ) | $ | (0.08 | ) | ||||||
Weighted average number of shares: |
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Basic |
16,326,760 | 16,326,760 | ||||||||||
Diluted |
16,326,760 | 16,326,760 | ||||||||||
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See accompanying notes to pro forma consolidated financial information
VITRAN CORPORATION INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended December 31, 2010
(Unaudited)
(In thousands of United States dollars except for per share amounts)
As Reported | U.S. LTL (3) | Pro Forma (8) | ||||||||||
Revenue |
$ | 581,594 | $ | (408,724 | ) | $ | 172,870 | |||||
Operating expenses: |
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Salaries, wages and other employee benefits |
241,200 | (218,616 | ) | 22,584 | ||||||||
Purchased transportation |
99,222 | (34,259 | ) | 64,963 | ||||||||
Depreciation and amortization |
16,748 | (13,605 | ) | 3,143 | ||||||||
Maintenance |
25,603 | (15,736 | ) | 9,867 | ||||||||
Rents and leases |
18,104 | (15,881 | ) | 2,223 | ||||||||
Owner operators |
42,889 | | 42,889 | |||||||||
Fuel and fuel related expenses |
87,105 | (63,269 | ) | 23,836 | ||||||||
Other operating expenses |
50,916 | (51,892 | ) | (976 | ) | |||||||
Other loss (income) |
(141 | ) | 162 | 21 | ||||||||
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Total operating expenses |
581,646 | (413,096 | ) | 168,550 | ||||||||
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Income (loss) from continuing operations before the undernoted |
(52 | ) | 4,372 | 4,320 | ||||||||
Interest expense, net (7) |
(7,325 | ) | 1,227 | (6,098 | ) | |||||||
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Loss from continuing operations before income taxes |
(7,377 | ) | 5,599 | (1,778 | ) | |||||||
Income tax expense (recovery) |
34,985 | (36,122 | ) | (1,137 | ) | |||||||
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Net loss from continuing operations |
$ | (42,362 | ) | $ | 41,721 | $ | (641 | ) | ||||
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Loss per share: |
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Basic and Diluted: |
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Loss from continuing operations |
$ | (2.60 | ) | $ | (0.04 | ) | ||||||
Weighted average number of shares: |
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Basic |
16,277,522 | 16,277,522 | ||||||||||
Diluted |
16,277,522 | 16,277,522 | ||||||||||
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See accompanying notes to pro forma consolidated financial information
VITRAN CORPORATION INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
(1) Adjustments to eliminate the U.S. LTL business assets and liabilities from the Companys historical net assets as a result of the disposition of that business. Intercompany balances are excluded.
(2) Adjustments to reflect the other effects of the disposition, including: (i) the net capitalization of the U.S. LTL business of $3.0 million, after deducting the $2.0 million purchase price received by the Company at closing, and (ii) estimated transaction costs. The estimated loss on the sale of the U.S. LTL business assuming the disposition had closed on June 30, 2013 is approximately $61.2 million and is included in shareholders equity on the pro forma consolidated balance sheet. In addition, approximately $20.6 million in non-cash foreign currency translation losses will be reclassified from accumulated other comprehensive income to net earnings which would have no effect on total shareholders equity. The actual loss will be determined as of October 7, 2013, the closing date, and could be materially different from this estimate.
(3) Adjustments to eliminate the U.S. LTL business revenue and direct expenses from the Companys historical financial results as a result of the disposition.
(4) Pro forma Salaries, wages and other employee benefits for the six months ended June 30, 2013 includes $1.8 million in severance to the previous President and Chief Executive Officer of Vitran.
(5) Pro forma Interest expense for the six months ended June 30, 2013 includes $0.4 million write-off of deferred financing fees.
(6) Pro forma Interest expense for the year ended December 31, 2011 includes $1.0 million write-off of deferred financing fees.
(7) Pro forma Interest expense for the six months ended June 30, 2013 and the years ended December 31, 2012, 2011 and 2010 includes interest on the Companys senior revolving credit facility that was not directly attributable to any of the Companys business units.
(8) The pro forma consolidated balance sheet and pro forma consolidated statements of income (loss) are comprised of the consolidated net assets and results of operations of Companys Canadian LTL business and Corporate and Other.