##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTER ENDED JUNE 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  to
 Commission file number:
 
 VITRAN CORPORATION INC.
  Ontario, Canada
    
    (I.R.S. Employer(State of incorporation)
    
    Identification No.)
 185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5
 
 x o
 x o




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TABLE OF CONTENTS
 Item
    
    
    
    PagePART I
    
    Financial Information1.
    
    Financial Statements
    
    
    32.
    
    Management Discussion and Analysis
    
    
    133.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    204.
    
    Controls and Procedures
    
    
    20PART II
    
    Other Information1.
    
    Legal Proceedings
    
    
    202.
    
    Changes in Securities and Use of Proceeds
    
    
    213.
    
    Defaults Upon Senior Securities
    
    
    214.
    
    Submission of Matters to a Vote of Security Holders
    
    
    215.
    
    Other Information
    
    
    216.
    
    Exhibits and Reports on Form 8-K
    
    
    21
 2




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##### 



Part I. Financial Information
 Item 1: Financial Statements
 VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
 (In thousands of United States dollars except for per share amounts)
 Three
    
    
    Three
    
    
    Six
    
    
    Sixmonths
    
    
    months
    
    
    months
    
    
    monthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004
    
    
    June 30, 2005
    
    
    June 30, 2004Revenue
    
    $
    105,050
    
    
    $
    93,931
    
    
    $
    198,991
    
    
    $
    181,077Operating expenses
    
    
    86,742
    
    
    
    78,665
    
    
    
    166,886
    
    
    
    154,239Selling, general and administrative expenses
    
    
    9,795
    
    
    
    8,201
    
    
    
    18,612
    
    
    
    16,364Other Expenses (Income)
    
    
    (17
    )
    
    
    (37
    )
    
    
    (27
    )
    
    
    (113
    )96,520
    
    
    
    86,829
    
    
    
    185,471
    
    
    
    170,490Income from operations before depreciation
    
    
    8,530
    
    
    
    7,102
    
    
    
    13,520
    
    
    
    10,587Depreciation expense
    
    
    1,517
    
    
    
    1,232
    
    
    
    2,848
    
    
    
    2,540Income from operations before undernoted
    
    
    7,013
    
    
    
    5,870
    
    
    
    10,672
    
    
    
    8,047Interest expense, net
    
    
    (86
    )
    
    
    (37
    )
    
    
    (38
    )
    
    
    (80
    )Income from operations before income taxes
    
    
    6,927
    
    
    
    5,833
    
    
    
    10,634
    
    
    
    7,967Income taxes
    
    
    2,131
    
    
    
    1,446
    
    
    
    3,084
    
    
    
    1,931Net income
    
    
    4,796
    
    
    
    4,387
    
    
    
    7,550
    
    
    
    6,036Retained earnings, beginning of period
    
    
    57,274
    
    
    
    41,678
    
    
    
    54,972
    
    
    
    40,029Cost of repurchase of common shares in
excess of book value
    
    
    (106
    )
    
    nil
    
    
    (558
    )
    
    nilRetained earnings, end of period
    
    $
    61,964
    
    
    $
    46,065
    
    
    $
    61,964
    
    
    $
    46,065Earnings per share:Basic
    
    $
    0.39
    
    
    $
    0.36
    
    
    $
    0.61
    
    
    $
    0.50Diluted
    
    $
    0.38
    
    
    $
    0.34
    
    
    $
    0.59
    
    
    $
    0.47
 See accompanying notes to consolidated financial statements.
 3




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##### 



VITRAN CORPORATION INC.
 CONSOLIDATED BALANCE SHEETS
(Unaudited)
 (In thousands of United States dollars)
 AS ATJune 30, 2005
    
    
    Dec. 31, 2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    9,536
    
    
    $
    7,375Marketable securities (note 3)
    
    
    3,193
    
    
    
    33,087Accounts receivable
    
    
    46,999
    
    
    
    40,124Inventory, deposits and prepaid expenses
    
    
    7,888
    
    
    
    5,924Future income taxes
    
    
    3,269
    
    
    
    3,66770,885
    
    
    
    90,177Capital assets
    
    
    53,500
    
    
    
    37,563Goodwill (note 4)
    
    
    61,901
    
    
    
    45,304$
    186,286
    
    
    $
    173,044Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    39,377
    
    
    $
    33,377Income and other taxes payable
    
    
    2,315
    
    
    
    2,399Current portion of long-term debt
    
    
    4,531
    
    
    
    3,03046,223
    
    
    
    38,806Long-term debt
    
    
    8,866
    
    
    
    11,507Future income taxes
    
    
    3,814
    
    
    
    3,546Shareholders equity:Common shares, no par value, unlimited authorized,
12,579,836 and 12,419,678 issued and outstanding at
June 30, 2005 and December 31, 2004, respectively (note 6)
    
    
    63,367
    
    
    
    60,798Contributed surplus
    
    
    616
    
    
    
    323Retained earnings
    
    
    61,964
    
    
    
    54,972Cumulative translation adjustment (note 2)
    
    
    1,436
    
    
    
    3,092127,383
    
    
    
    119,185$
    186,286
    
    
    $
    173,044
 See accompanying notes to consolidated financial statements.
 4




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##### 



VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 (In thousands of United States dollars)
 Three
    
    
    Three
    
    
    Six
    
    
    Sixmonths
    
    
    months
    
    
    months
    
    
    monthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004
    
    
    June 30, 2005
    
    
    June 30, 2004Cash and cash equivalents provided by (used in):Operations:Net income
    
    $
    4,796
    
    
    $
    4,387
    
    
    $
    7,550
    
    
    $
    6,036Items not involving cash from operationsDepreciation
    
    
    1,517
    
    
    
    1,232
    
    
    
    2,848
    
    
    
    2,540Future income taxes
    
    
    82
    
    
    
    (465
    )
    
    
    647
    
    
    
    (169
    )Stock based compensation expense
    
    
    164
    
    
    
    58
    
    
    
    293
    
    
    
    58Gain on sale of capital assets
    
    
    (17
    )
    
    
    (37
    )
    
    
    (27
    )
    
    
    (113
    )6,542
    
    
    
    5,175
    
    
    
    11,311
    
    
    
    8,352Change in non-cash working capital components
    
    
    254
    
    
    
    3,448
    
    
    
    (1,995
    )
    
    
    (6,741
    )6,796
    
    
    
    8,623
    
    
    
    9,316
    
    
    
    1,611Investments:Purchase of capital assets
    
    
    (623
    )
    
    
    (1,443
    )
    
    
    (6,845
    )
    
    
    (3,078
    )Proceeds on sale of capital assets
    
    
    24
    
    
    
    79
    
    
    
    38
    
    
    
    214Acquisition of subsidiary
    
    
    (26,499
    )
    
    
    
    
    
    
    (26,499
    )
    
    
    Marketable securities
    
    
    27,412
    
    
    
    (146
    )
    
    
    28,781
    
    
    
    (291
    )314
    
    
    
    (1,510
    )
    
    
    (4,525
    )
    
    
    (3,155
    )Financing:Repayment of long-term debt
    
    
    (570
    )
    
    
    (2,168
    )
    
    
    (1,140
    )
    
    
    (3,977
    )Issue of common shares
upon exercise of stock options
    
    
    25
    
    
    
    548
    
    
    
    42
    
    
    
    899Repurchase of common shares
    
    
    (164
    )
    
    
    
    
    
    
    (856
    )
    
    
    (709
    )
    
    
    (1,620
    )
    
    
    (1,954
    )
    
    
    (3,078
    )Effect of translation adjustment on cash
    
    
    (630
    )
    
    
    108
    
    
    
    (676
    )
    
    
    166Increase (decrease) in cash position
    
    
    5,771
    
    
    
    5,601
    
    
    
    2,161
    
    
    
    (4,456
    )Cash and cash equivalents position, beg. of period
    
    
    3,765
    
    
    
    2,360
    
    
    
    7,375
    
    
    
    12,417Cash and cash equivalents position, end of period
    
    $
    9,536
    
    
    $
    7,961
    
    
    $
    9,536
    
    
    $
    7,961Change in non-cash working capital components:Accounts receivable
    
    $
    (386
    )
    
    $
    (1,832
    )
    
    $
    (3,747
    )
    
    $
    (6,836
    )Inventory, deposits and prepaid expenses
    
    
    (1,779
    )
    
    
    690
    
    
    
    (1,455
    )
    
    
    684Income and other taxes payable
    
    
    349
    
    
    
    1,226
    
    
    
    (412
    )
    
    
    (59
    )Accounts payable and accrued liabilities
    
    
    2,070
    
    
    
    3,364
    
    
    
    3,619
    
    
    
    (530
    )$
    254
    
    
    $
    3,448
    
    
    $
    (1,995
    )
    
    $
    (6,741
    )
 See accompanying notes to consolidated financial statements.
 5




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##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (In thousands of United States dollars except for per share amounts)
 1.
    
    Accounting PoliciesThe interim consolidated financial statements have been prepared in accordance with Canadian
generally accepted accounting principles with a reconciliation to United States generally
accepted accounting principles in note 10 and follow the same accounting principles and methods
of application as the most recent annual consolidated financial statements. The interim
consolidated financial statements do not contain all the disclosures required by Canadian and
United States generally accepted accounting principles. The interim consolidated financial
statements have been prepared in accordance with instructions to Quarterly Report on Form 10-Q.
The interim consolidated financial statements should be read in conjunction with the Companys
2004 Annual Report on Form 10-K.These unaudited consolidated interim financial statements reflect all adjustments which are, in
the opinion of management, necessary to a fair presentation of the results of the interim period
presented. Operating results for the quarter ended June 30, 2005 are not necessarily indicative
of the results of operations that may be expected for the year ended December 31, 2005.All amounts in these consolidated interim financial statements are expressed in United
States dollars, unless otherwise stated.2.
    
    Foreign Currency TranslationThe United States dollar is the functional currency of the Companys operations in the United
States. The Canadian dollar is the functional currency of the Companys Canadian operations.Each operation translates foreign currency denominated transactions into its functional currency
using the rate of exchange in effect at the date of the transaction.Monetary assets and liabilities denominated in foreign currency are translated into the
functional currency of the operation using the period-end rate of exchange giving rise to a gain
or loss that is recognized in income during the current period.For reporting purposes, the Canadian operations are translated into United States dollars using
the current rate method. Under this method, all assets and liabilities are translated at the
period-end rate of exchange and all revenue and expense items are translated at the average rate
of exchange for the period. The resulting translation adjustment is recorded as a separate
component of shareholders equity. United States dollar debt of $13.3 million is designated as a
hedge of the investment in the United States self-sustaining operations.3.
    
    Marketable SecuritiesThe marketable securities are classified as available for sale and are invested in highly
rated treasury bills, investment grade notes and investment grade commercial paper. The market
value of all securities approximates the cost.4.
    
    GoodwillThe change in goodwill is attributable to translating the Canadian dollar denominated goodwill
to the United States dollar reporting currency and due to the acquisition of a subsidiary (note
5).
 6




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5.
    
    AcquisitionOn May 31, 2005, Vitran Corporation Inc. acquired 100 percent of the outstanding shares of R.A.
Christopher, Inc. and Kansas Motor Freight Corporation collectively operating as Chris Truck
Line (CTL). CTL is a Wichita based regional less-than-truckload carrier operating in eleven
states in the Midwestern and Southwestern United States. The results of operations of CTL are
included in the consolidated results of the Company commencing June 1, 2005.The aggregate purchase price was $29.3 million, comprised of $26.5 million of cash and 202,458
common shares valued at $2.8 million based on the average market price of Vitran common shares
over the five day period, two days prior to the announcement of the acquisition. The cash
portion of the transaction was financed from existing cash balances. Approximately $1.7 million
of additional consideration is contingent upon a joint election with the Company and the seller
to structure the transaction as an asset sale for tax purposes. The Company has 90 days to
execute this joint election and at such time the additional consideration that is paid will be
charged to goodwill.The following table summarizes the estimated fair value of the assets acquired and liabilities
assumed at the date of the acquisition. The Company has not completed the allocation of
identifiable intangible assets and goodwill. The Company does not anticipate that the
amortization of intangible assets would be material to 2005 second quarter results.
 Current assets
    
    $
    3,557Capital assets
    
    
    12,375Goodwill and other intangible assets
    
    
    15,934$
    31,866Current liabilities
    
    $
    2,564Total purchase price
    
    $
    29,302
 The following pro forma financial information reflects the results of operations of Vitran as if
the acquisition of CTL had taken place on January 1, 2004. The pro forma financial information
is not necessarily indicative of the results as it would have been if the acquisition had been
effected on the assumed date and is not necessarily indicative of future results.
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004Pro forma revenue
    
    $
    109,954
    
    
    $
    100,696
    
    
    $
    211,178
    
    
    $
    193,847Pro forma net income
    
    
    5,168
    
    
    
    5,134
    
    
    
    8,692
    
    
    
    7,194Pro forma diluted earnings per share
    
    $
    0.40
    
    
    $
    0.40
    
    
    $
    0.67
    
    
    $
    0.56
 7




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##### 



6.
    
    Common Shares
 (a)
    
    Issued
 June 30, 2005
    
    
    June 30, 2004Common Shares
    
    Number
    
    
    Amount
    
    
    Number
    
    
    AmountBalance, beginning of year
    
    
    12,419,678
    
    
    $
    60,798
    
    
    
    12,094,278
    
    
    $
    59,358Shares repurchased for cancellation
    
    
    (55,800
    )
    
    
    (273
    )
    
    
    
    
    
    
    Shares issued upon exercise of
employees stock options
    
    
    13,500
    
    
    
    42
    
    
    
    207,700
    
    
    
    899Shares issued upon acquisition of subsidiary
    
    
    202,458
    
    
    
    2,800
    
    
    
    
    
    
    
    Balance, end of period
    
    
    12,579,836
    
    
    $
    63,367
    
    
    
    12,301,978
    
    
    $
    60,257
 (b)
    
    Weighted average number of sharesThe Company uses the treasury-stock method to calculate diluted earnings per share.
Under the treasury-stock method, the weighted average number of shares outstanding for
basic earnings per share is adjusted to reflect the assumed exercise of the Companys
outstanding stock options less the shares that could otherwise be acquired from the
assumed proceeds on exercise.
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004Weighted average number of shares:Basic
    
    
    12,447,300
    
    
    
    12,266,703
    
    
    
    12,429,732
    
    
    
    12,190,998Potential exercise of stock options
    
    
    330,985
    
    
    
    505,081
    
    
    
    337,402
    
    
    
    525,555Diluted *
    
    
    12,778,285
    
    
    
    12,771,784
    
    
    
    12,767,134
    
    
    
    12,716,553
  7.
    
    Stock Option PlanUnder the Companys stock option plan, options to purchase Common Shares of the Company may be
granted to key employees, officers and directors of the Company and its affiliates by the Board
of Directors or by the Companys Compensation Committee. There are 826,300 options outstanding
under the plan. The term of each option is ten years and the vesting period is generally five
years. The exercise price for options is the trading price of the Common Shares of the Company
on the Toronto Stock Exchange on the day of the grant.The Company has applied the fair value method for stock options granted on or after January 1,
2003. The Company has applied the pro forma disclosure provisions of the standard to awards
granted during 2002, and consistent with the standard, the pro forma effect of stock options
granted prior to January 1, 2002 have not been included. The following table outlines the
impact:
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004Net income, as reported
    
    $
    4,796
    
    
    $
    4,387
    
    
    $
    7,550
    
    
    $
    6,036Pro forma net income
    
    $
    4,785
    
    
    $
    4,377
    
    
    $
    7,528
    
    
    $
    6,016Pro forma basic income per share
    
    $
    0.38
    
    
    $
    0.36
    
    
    $
    0.61
    
    
    $
    0.49Pro forma diluted income per share
    
    $
    0.37
    
    
    $
    0.34
    
    
    $
    0.59
    
    
    $
    0.47
 8




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##### 



The fair value of each stock option granted was estimated using the Black-Scholes fair value
option-pricing model with the following assumptions:
 2005Options granted
    
    
    43,000Risk-free interest rate
    
    
    4.24
    %Dividend Yield
    
    
    0.0
    %Volatility factor of the future expected market price of the
Companys common shares
    
    
    34.39
    %Expected life of the options
    
    8 years
 The weighted average estimated fair value at the date of grant for the options granted in 2005
was $7.32 per share. Compensation expense related to stock options was $293 for the six months
ended June 30, 2005 (June 30, 2004- $58).8.
    
    Commitments and Contingent LiabilitiesThe Company is subject to legal proceedings that arise in the ordinary course of business. In
the opinion of management, the aggregate liability, if any, with respect to these actions will
not have a material adverse effect on the consolidated financial position, results of operations
or cash flows. Legal costs are expensed as incurred.At June 30, 2005, the Company has entered into a purchase commitment to acquire land at a total
cost of approximately $7.2 million.
 9




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##### 



9.
    
    Segmented Information
 Three months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    
    ConsolidatedJune 30, 2005
    
    truckload
    
    
    Logistics
    
    
    Truckload
    
    
    Total
    
    
    and Other
    
    
    TotalsRevenue
    
    $
    86,429
    
    
    $
    9,615
    
    
    $
    9,006
    
    
    $
    105,050
    
    
    $
    
    
    
    $
    105,050Operating, selling, general and
administrative expenses
    
    
    78,527
    
    
    
    8,910
    
    
    
    8,170
    
    
    
    95,607
    
    
    
    930
    
    
    
    96,537Other expenses (income)
    
    
    (2
    )
    
    
    
    
    
    
    (15
    )
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Depreciation
    
    
    1,279
    
    
    
    90
    
    
    
    135
    
    
    
    1,504
    
    
    
    13
    
    
    
    1,517Income (loss) from operations
    
    $
    6,625
    
    
    $
    615
    
    
    $
    716
    
    
    $
    7,956
    
    
    $
    (943
    )
    
    
    7,013Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,131Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,796
 Three months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    
    ConsolidatedJune 30, 2004
    
    truckload
    
    
    Logistics
    
    
    Truckload
    
    
    Total
    
    
    and Other
    
    
    TotalsRevenue
    
    $
    75,958
    
    
    $
    8,768
    
    
    $
    9,205
    
    
    $
    93,931
    
    
    $
    
    
    
    $
    93,931Operating, selling, general and
administrative expenses
    
    
    69,414
    
    
    
    8,251
    
    
    
    8,629
    
    
    
    86,294
    
    
    
    572
    
    
    
    86,866Other expenses (income)
    
    
    (43
    )
    
    
    6
    
    
    
    
    
    
    
    (37
    )
    
    
    
    
    
    
    (37
    )Depreciation
    
    
    1,054
    
    
    
    75
    
    
    
    89
    
    
    
    1,218
    
    
    
    14
    
    
    
    1,232Income (loss) from operations
    
    $
    5,533
    
    
    $
    436
    
    
    $
    487
    
    
    $
    6,456
    
    
    $
    (586
    )
    
    
    5,870Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,446Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,387
 Six months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    
    ConsolidatedJune 30, 2005
    
    truckload
    
    
    Logistics
    
    
    Truckload
    
    
    Total
    
    
    and Other
    
    
    TotalsRevenue
    
    $
    162,533
    
    
    $
    18,492
    
    
    $
    17,966
    
    
    $
    198,991
    
    
    $
    
    
    
    $
    198,991Operating, selling, general and
administrative expenses
    
    
    150,297
    
    
    
    17,329
    
    
    
    16,246
    
    
    
    183,872
    
    
    
    1,626
    
    
    
    185,498Other expenses (income)
    
    
    (12
    )
    
    
    
    
    
    
    (15
    )
    
    
    (27
    )
    
    
    
    
    
    
    (27
    )Depreciation
    
    
    2,361
    
    
    
    183
    
    
    
    277
    
    
    
    2,821
    
    
    
    27
    
    
    
    2,848Income (loss) from operations
    
    $
    9,887
    
    
    $
    980
    
    
    $
    1,458
    
    
    $
    12,325
    
    
    $
    (1,653
    )
    
    
    10,672Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,084Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,550
 Six months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    
    ConsolidatedJune 30, 2004
    
    truckload
    
    
    Logistics
    
    
    Truckload
    
    
    Total
    
    
    and Other
    
    
    TotalsRevenue
    
    $
    146,217
    
    
    $
    16,935
    
    
    $
    17,925
    
    
    $
    181,077
    
    
    $
    
    
    
    $
    181,077Operating, selling, general and
administrative expenses
    
    
    136,595
    
    
    
    15,998
    
    
    
    16,816
    
    
    
    169,409
    
    
    
    1,194
    
    
    
    170,603Other expenses (income)
    
    
    (125
    )
    
    
    11
    
    
    
    1
    
    
    
    (113
    )
    
    
    
    
    
    
    (113
    )Depreciation
    
    
    2,183
    
    
    
    153
    
    
    
    175
    
    
    
    2,511
    
    
    
    29
    
    
    
    2,540Income (loss) from operations
    
    $
    7,564
    
    
    $
    773
    
    
    $
    933
    
    
    $
    9,270
    
    
    $
    (1,223
    )
    
    
    8,047Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,931Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,036
 10




---



##### 



10.
    
    Canadian and United States accounting policy differences:
 (a)
    
    Consolidated reconciliation of shareholders equityUnited States GAAP requires the inclusion of a reconciliation of shareholders equity between
Canadian and United States GAAP. Shareholders equity reconciled to United States GAAP is as
follows:
 Net income
    
    Net income
    
    Shareholders equitythree months ended
    
    six months endedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004Balance, June 30,
based on Canadian GAAP
    
    $
    4,796
    
    
    $
    4,387
    
    
    $
    7,550
    
    
    $
    6,036
    
    
    $
    127,383
    
    
    $
    103,605Foreign exchange
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (858
    )
    
    
    (858
    )Balance before
other comprehensive
income and accumulated
other comprehensive
income, June 30,
based on United
States GAAP
    
    $
    4,796
    
    
    $
    4,387
    
    
    $
    7,550
    
    
    $
    6,036
    
    
    $
    126,525
    
    
    $
    102,747Other comprehensive
income:Change in cumulative
translation adjustment
    
    
    (1,256
    )
    
    
    (800
    )
    
    
    (1,656
    )
    
    
    (1,342
    )
    
    
    
    
    
    
    Unrealized foreign
exchange loss on
derivative instrument
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101
    )
    
    
    (101
    )Foreign exchange
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    594
    
    
    
    594Balance, June 30,
Based on United
States GAAP
    
    $
    3,540
    
    
    $
    3,587
    
    
    $
    5,894
    
    
    $
    4,694
    
    
    $
    127,018
    
    
    $
    103,240
 Earnings per share
 Three months
    
    
    Three months
    
    
    Six months
    
    
    Six monthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004
    
    
    June 30, 2005
    
    
    June 30, 2004Earnings per share under
United States GAAPBasic
    
    $
    0.39
    
    
    $
    0.36
    
    
    $
    0.61
    
    
    $
    0.50Diluted
    
    $
    0.38
    
    
    $
    0.34
    
    
    $
    0.59
    
    
    $
    0.47
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004Weighted average number of shares:Basic
    
    
    12,447,300
    
    
    
    12,266,703
    
    
    
    12,429,732
    
    
    
    12,190,998Potential exercise of stock options
    
    
    330,985
    
    
    
    505,081
    
    
    
    337,402
    
    
    
    525,555Diluted
    
    
    12,778,285
    
    
    
    12,771,784
    
    
    
    12,767,134
    
    
    
    12,716,553
 11




---



##### 



(b)
    
    Consolidated statements of cash flows:Canadian GAAP permits the disclosure of a subtotal of the amount of cash provided by operations
before changes in non-cash working capital items in the consolidated statements of cash flows.
United States GAAP does not permit this subtotal to be included.(c)
    
    Income from operations before depreciationUnited States GAAP requires that depreciation be included in the determination of income from
operations. Further, United States GAAP does not permit the disclosure of a subtotal of the
amount of income from operations before this item. Canadian GAAP permits the disclosure of a
subtotal of the amount of income from operations before this item. Income from operations based
on United States GAAP is as follows:
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2005
    
    June 30, 2004
    
    June 30, 2005
    
    June 30, 2004Income from operations before
depreciation, as reported
    
    $
    8,530
    
    
    $
    7,102
    
    
    $
    13,520
    
    
    $
    10,587Depreciation expense
    
    
    1,517
    
    
    
    1,232
    
    
    
    2,848
    
    
    
    2,540Income from operations based
on United
States GAAP
    
    $
    7,013
    
    
    $
    5,870
    
    
    $
    10,672
    
    
    $
    8,047
 (d)
    
    Stock-based compensation:Pro forma stock option disclosure:For all stock option grants prior to January 01, 2003, stock-based compensation to employees was
accounted for based on the intrinsic value method under APB No. 25 and related interpretations.Canadian GAAP requires pro forma net income and earnings per share disclosure for stock option
grants during 2002. United States GAAP requires pro forma net income and earnings per share
disclosure for stock options granted on or after January 01, 1995. For stock option grants on
or after January 01, 2003 there is no policy difference between Canadian and United States GAAP.The following table outlines the pro forma impact if the compensation cost for the Companys
stock options is determined under the fair value method for awards granted on or after January
1, 1995.
 Three months
    
    
    Three months
    
    
    Six months
    
    
    Six monthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004
    
    
    June 30, 2005
    
    
    June 30, 2004Net income, as reported based on
United States GAAP
    
    $
    4,796
    
    
    $
    4,387
    
    
    $
    7,550
    
    
    $
    6,036Add: Stock-based compensation expense
included in reported net income
    
    
    164
    
    
    
    58
    
    
    
    293
    
    
    
    58Deduct: Total stock-based compensation
expense determined using fair value
method for all grants
    
    
    (183
    )
    
    
    (99
    )
    
    
    (331
    )
    
    
    (140
    )Pro forma net income
    
    $
    4,777
    
    
    $
    4,346
    
    
    $
    7,512
    
    
    $
    5,954Earnings per share:Basic  as reported
    
    $
    0.39
    
    
    $
    0.36
    
    
    $
    0.61
    
    
    $
    0.50Basic  pro forma
    
    $
    0.38
    
    
    $
    0.35
    
    
    $
    0.60
    
    
    $
    0.49Diluted  as reported
    
    $
    0.38
    
    
    $
    0.34
    
    
    $
    0.59
    
    
    $
    0.47Diluted  pro forma
    
    $
    0.37
    
    
    $
    0.34
    
    
    $
    0.59
    
    
    $
    0.47
 11.
    
    Comparative figuresCertain comparative figures have been reclassified to conform with the financial statement
presentation adopted in the current year.
 12




---



##### 



Item 2. Managements Discussion and Analysis of Results of Operation
 This MD&A contains forward-looking statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995 concerning Vitrans business, operations, and financial
performance and condition.
 When used in this MD&A the words believe, anticipate, intend, estimate, expect,
project, may, plans, continue, will, focus, endeavor and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements
contain such words. 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.
 Specifically, but not limited to, this MD&A and the documents incorporated by reference
contain forward-looking statements regarding:
 
    
    our objective to expand or acquire an LTL operation
    
    our objective to continue making operations related progress with the railway
    
    our intention to achieve capacity in the new distribution facilities
    
    our intention to improve results from operating efficiencies
    
    our intention to purchase a specified level of capital assets
    
    our intention to realize contributions from LTL cross-selling initiatives
 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 any future results, performance or achievements expressed or implied by such forward-looking
statements. Factors that may cause such differences include but are not limited to technological
change, regulatory change, the general health of the economy and competitive factors. More
detailed information about these and other factors is included in the MD&A. 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. is under no obligation to update or alter such forward-looking statements
whether as a result of new information, future events or otherwise. Unless otherwise indicated all
dollar references herein are in U.S. dollars. The Companys Annual Report on Form 10-K , as well as
all the Companys other required filings, may be obtained from the Company at www.vitran.com or
from www.sedar.com or from www.sec.gov.
 13




---



##### 



OVERVIEW
   CONSOLIDATED RESULTS
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2005
    
    2004
    
    2005 vs 2004
    
    2005
    
    2004
    
    2005 vs 2004Revenue
    
    $
    105,050
    
    
    $
    93,931
    
    
    
    11.8
    %
    
    $
    198,991
    
    
    $
    181,077
    
    
    
    9.9
    %Operating expenses
    
    
    86,742
    
    
    
    78,665
    
    
    
    10.3
    %
    
    
    166,886
    
    
    
    154,239
    
    
    
    8.2
    %SG&A expenses
    
    
    9,795
    
    
    
    8,201
    
    
    
    19.4
    %
    
    
    18,612
    
    
    
    16,364
    
    
    
    13.7
    %Other expenses (income)
    
    
    (17
    )
    
    
    (37
    )
    
    
    
    
    
    
    (27
    )
    
    
    (113
    )Depreciation
    
    
    1,517
    
    
    
    1,232
    
    
    
    23.1
    %
    
    
    2,848
    
    
    
    2,540
    
    
    
    12.1
    %Income from operations
    
    
    7,013
    
    
    
    5,870
    
    
    
    19.5
    %
    
    
    10,672
    
    
    
    8,047
    
    
    
    32.6
    %Interest expense, net
    
    
    86
    
    
    
    37
    
    
    
    
    
    
    
    38
    
    
    
    80Net income
    
    
    4,796
    
    
    
    4,387
    
    
    
    9.3
    %
    
    
    7,550
    
    
    
    6,036
    
    
    
    25.1
    %Earnings per share:Basic
    
    $
    0.39
    
    
    $
    0.36
    
    
    
    
    
    
    $
    0.61
    
    
    $
    0.50Diluted
    
    $
    0.38
    
    
    $
    0.34
    
    
    
    
    
    
    $
    0.59
    
    
    $
    0.47Operating Ratio(1)
    
    
    93.3
    %
    
    
    93.8
    %
    
    
    
    
    
    
    94.6
    %
    
    
    95.6
    %
    14




---



##### 



.
  SEGMENTED RESULTS
 Less-Than-Truckload (LTL)
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2005
    
    2004
    
    2005 vs 2004
    
    2005
    
    2004
    
    2005 vs 2004Revenue
    
    $
    86,429
    
    
    $
    75,958
    
    
    
    13.8
    %
    
    $
    162,533
    
    
    $
    146,217
    
    
    
    11.2
    %Income from operations
    
    
    6,625
    
    
    
    5,533
    
    
    
    19.7
    %
    
    
    9,887
    
    
    
    7,564
    
    
    
    30.7
    %Operating ratio
    
    
    92.3
    %
    
    
    92.7
    %
    
    
    
    
    
    
    93.9
    %
    
    
    94.8
    %Number of shipments (2)
    
    
    643,395
    
    
    
    627,593
    
    
    
    2.5
    %
    
    
    1,215,387
    
    
    
    1,203,142
    
    
    
    1.0
    %Weight (000s of lbs) (3)
    
    
    1,018,766
    
    
    
    1,012,622
    
    
    
    0.6
    %
    
    
    1,920,202
    
    
    
    1,958,728
    
    
    
    (2.0
    %)Revenue per shipment (4)
    
    $
    134.34
    
    
    $
    121.03
    
    
    
    11.0
    %
    
    $
    133.73
    
    
    $
    121.53
    
    
    
    10.0
    %Revenue per hundredweight (5)
    
    $
    8.48
    
    
    $
    7.50
    
    
    
    13.1
    %
    
    $
    8.46
    
    
    $
    7.47
    
    
    
    13.3
    %
   15




---



##### 



Logistics
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2005
    
    2004
    
    2005 vs 2004
    
    2005
    
    2004
    
    2005 vs 2004Revenue
    
    $
    9,615
    
    
    $
    8,768
    
    
    
    9.7
    %
    
    $
    18,492
    
    
    $
    16,935
    
    
    
    9.2
    %Income from operations
    
    
    615
    
    
    
    436
    
    
    
    41.1
    %
    
    
    980
    
    
    
    773
    
    
    
    26.8
    %Operating Ratio
    
    
    93.6
    %
    
    
    95.0
    %
    
    
    
    
    
    
    94.7
    %
    
    
    95.4
    %
  Truckload (TL)
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2005
    
    2004
    
    2005 vs 2004
    
    2005
    
    2004
    
    2005 vs 2004Revenue
    
    $
    9,006
    
    
    $
    9,205
    
    
    
    (2.2
    %)
    
    $
    17,966
    
    
    $
    17,925
    
    
    
    0.0
    %Income from operations
    
    
    716
    
    
    
    487
    
    
    
    47.0
    %
    
    
    1,458
    
    
    
    933
    
    
    
    56.3
    %Operating Ratio
    
    
    92.0
    %
    
    
    94.7
    %
    
    
    
    
    
    
    91.9
    %
    
    
    94.8
    %
 (6)
 LIQUIDITY AND CAPITAL RESOURCES
  16




---



##### 



For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2005
    
    2004
    
    2005
    
    2004Real Estate and buildings
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    32Tractors
    
    
    162
    
    
    
    688
    
    
    
    577
    
    
    
    779Trailing fleet
    
    
    230
    
    
    
    629
    
    
    
    5,430
    
    
    
    1,714Information technology
    
    
    129
    
    
    
    42
    
    
    
    651
    
    
    
    321Leasehold improvements
    
    
    84
    
    
    
    11
    
    
    
    99
    
    
    
    16Other equipment
    
    
    18
    
    
    
    73
    
    
    
    88
    
    
    
    216Total
    
    $
    623
    
    
    $
    1,443
    
    
    $
    6,845
    
    
    $
    3,078
  off-balance sheet
 (in thousands of dollars)
    
    
    
    
    
    
    
    
    
    Payments due by periodContractual Obligations
    
    Total
    
    2005
    
    2006 & 2007
    
    2008 & 2009
    
    ThereafterLong-term debt
    
    $
    13,310
    
    
    $
    1,875
    
    
    $
    11,435
    
    
    $Nil
    
    $NilCapital lease obligations
    
    
    87
    
    
    
    15
    
    
    
    72
    
    
    Nil
    
    NilSub-total
    
    
    13,397
    
    
    
    1,890
    
    
    
    11,507
    
    
    Nil
    
    NilOff-balance sheet commitments
    
    
    7,217
    
    
    
    7,217
    
    
    Nil
    
    Nil
    
    NilOperating leases
    
    
    42,611
    
    
    
    7,352
    
    
    
    21,033
    
    
    
    10,002
    
    
    
    4,224Total Contractual Obligations
    
    $
    63,225
    
    
    $
    16,459
    
    
    $
    32,540
    
    
    $
    10,002
    
    
    $
    4,224
  17




---



##### 



OUTLOOK
   QUARTERLY RESULTS
 Canadian GAAP
 (thousands of dollars
    
    2005
    
    2005
    
    2004
    
    2004
    
    2004
    
    2004
    
    2003
    
    2003except per share amounts)
    
    Q2
    
    Q1
    
    Q4
    
    Q3
    
    Q2
    
    Q1
    
    Q4
    
    Q3Revenue
    
    $
    105,050
    
    
    $
    93,941
    
    
    $
    96,523
    
    
    $
    96,995
    
    
    $
    93,931
    
    
    $
    87,146
    
    
    $
    85,333
    
    
    $
    84,889Income from operations
    
    
    7,013
    
    
    
    3,659
    
    
    
    4,737
    
    
    
    6,193
    
    
    
    5,870
    
    
    
    2,177
    
    
    
    4,296
    
    
    
    4,462Net Income
    
    
    4,796
    
    
    
    2,754
    
    
    
    4,365
    
    
    
    4,542
    
    
    
    4,387
    
    
    
    1,649
    
    
    
    3,150
    
    
    
    3,045Earnings per share:Basic
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    0.35
    
    
    $
    0.37
    
    
    $
    0.36
    
    
    $
    0.14
    
    
    $
    0.31
    
    
    $
    0.32Diluted
    
    
    0.38
    
    
    
    0.22
    
    
    
    0.34
    
    
    
    0.36
    
    
    
    0.34
    
    
    
    0.13
    
    
    
    0.29
    
    
    
    0.30Weighted average number
of shares:Basic
    
    
    12,447,300
    
    
    
    12,411,968
    
    
    
    12,417,594
    
    
    
    12,339,956
    
    
    
    12,266,703
    
    
    
    12,115,292
    
    
    
    10,110,571
    
    
    
    9,557,681Diluted
    
    
    12,778,285
    
    
    
    12,754,930
    
    
    
    12,771,235
    
    
    
    12,774,744
    
    
    
    12,771,784
    
    
    
    12,697,994
    
    
    
    10,768,940
    
    
    
    10,157,160
 United States GAAP (7)
 (thousands of dollars
    
    2005
    
    2005
    
    2004
    
    2004
    
    2004
    
    2004
    
    2003
    
    2003except per share amounts)
    
    Q2
    
    Q1
    
    Q4
    
    Q3
    
    Q2
    
    Q1
    
    Q4
    
    Q3Revenue
    
    $
    105,050
    
    
    $
    93,941
    
    
    $
    96,523
    
    
    $
    96,995
    
    
    $
    93,931
    
    
    $
    87,146
    
    
    $
    85,333
    
    
    $
    84,889Income from operations
    
    
    7,013
    
    
    
    3,659
    
    
    
    4,737
    
    
    
    6,193
    
    
    
    5,870
    
    
    
    2,177
    
    
    
    4,032
    
    
    
    4,462Net Income
    
    
    4,796
    
    
    
    2,754
    
    
    
    4,365
    
    
    
    4,542
    
    
    
    4,387
    
    
    
    1,649
    
    
    
    3,150
    
    
    
    3,045Earnings per share:Basic
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    0.35
    
    
    $
    0.37
    
    
    $
    0.36
    
    
    $
    0.14
    
    
    $
    0.31
    
    
    $
    0.32Diluted
    
    
    0.38
    
    
    
    0.22
    
    
    
    0.34
    
    
    
    0.36
    
    
    
    0.34
    
    
    
    0.13
    
    
    
    0.29
    
    
    
    0.30Weighted average number
of shares:Basic
    
    
    12,447,300
    
    
    
    12,411,968
    
    
    
    12,417,594
    
    
    
    12,339,956
    
    
    
    12,266,703
    
    
    
    12,115,292
    
    
    
    10,110,571
    
    
    
    9,557,681Diluted
    
    
    12,778,285
    
    
    
    12,754,930
    
    
    
    12,771,235
    
    
    
    12,774,744
    
    
    
    12,771,784
    
    
    
    12,697,994
    
    
    
    10,768,940
    
    
    
    10,157,160
 
 Definitions of non-GAAP measures:
 (1)
    
    Operating ratio (OR) is a non-GAAP financial measure which does not have any standardized
meaning prescribed by GAAP. OR is the sum of operating expenses, selling, general and
administrative expenses, other expenses (income), and depreciation expense, divided by
revenue. OR allows management to measure the Company and its various segments operating
efficiency. OR is a widely recognized measure in the transportation industry which provides a
comparable benchmark for evaluating the Companys performance compared to its competitors.
Investors should also note that the Companys presentation of OR may not be comparable to
similarly titled measures by other companies. OR is calculated as follows:
 18




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##### 



For the three months ended June 30
    
    
    For the six months ended June 30(in thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Operating expenses
    
    $
    86,742
    
    
    $
    78,665
    
    
    $
    166,886
    
    
    $
    154,239Selling, general and administrative expenses
    
    
    9,795
    
    
    
    8,201
    
    
    
    18,612
    
    
    
    16,364Other expenses (income)
    
    
    (17
    )
    
    
    (37
    )
    
    
    (27
    )
    
    
    (113
    )Depreciation expense
    
    
    1,517
    
    
    
    1,232
    
    
    
    2,848
    
    
    
    2,540$
    98,037
    
    
    $
    88,061
    
    
    $
    188,319
    
    
    $
    173,030Revenue
    
    $
    105,050
    
    
    $
    93,931
    
    
    $
    198,991
    
    
    $
    181,077Operating ratio (OR)
    
    
    93.3
    %
    
    
    93.8
    %
    
    
    94.6
    %
    
    
    95.6
    %
 (2)
    
    A shipment is a single movement of goods from a point of origin to its final destination as
described on a bill of lading document.(3)
    
    Weight represents the total pounds shipped.(4)
    
    Revenue per shipment represents revenue divided by the number of shipments.(5)
    
    Revenue per hundredweight is the price obtained for transporting 100 pounds of LTL freight
from point to point, calculated by dividing the revenue for an LTL shipment by the
hundredweight (weight in pounds divided by 100) for a shipment.(6)
    
    Revenue per total mile represents revenue divided by the total miles driven.(7)
    
    Please see Note 10 to the Interim Consolidated Financial Statements for differences between
Canadian and United States GAAP.
 
 19




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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  (in thousands of dollars)
    
    
    
    
    
    Payments due by periodLong-term debt
    
    Total
    
    2005
    
    2006 & 2007
    
    2008 & 2009
    
    ThereafterVariable RateTerm bank credit
    
    $
    13,310
    
    
    $
    1,875
    
    
    $
    11,435
    
    
    $Nil
    
    $NilAverage interest rate
    
    
    4.65
    %
    
    
    4.65
    %
    
    
    4.65
    %Fixed RateCapital lease obligation
    
    
    87
    
    
    
    15
    
    
    
    72
    
    
    Nil
    
    NilAverage interest rate
    
    
    6.79
    %
    
    
    6.79
    %
    
    
    6.79
    %Total
    
    $
    13,397
    
    
    $
    1,890
    
    
    $
    11,507
    
    
    $Nil
    
    $Nil
   Item 4. Controls and Procedures
 a)
    
    As of July 20, 2005, the Chief Executive Officer and the Chief Financial Officer evaluated
the effectiveness of the Companys disclosure controls and procedures in accordance with Rule
13a-15 under the Exchange Act for the quarter ended June 30, 2005. Based on their evaluation,
the Companys Chief Executive Officer and the Chief Financial Officer concluded that Vitrans
disclosure controls and procedures enable Vitran to record, process, summarize and report in a
timely manner the information that we are required to disclose in our Exchange Act reports.
 b)
    
    There were no changes in our internal control over financial reporting that occurred during
the period covered by this report that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
 Part II. Other Information
 Item 1. Legal Proceedings
  20




---



##### 



Item 2. Changes in Securities and Use of Proceeds
   Maximum number ofTotal number of
    
    Common Shares thatAverage price paid
    
    Common Shares as
    
    may yet beNumber of Common
    
    per Common Share
    
    part of a publicly
    
    purchased under thePeriod
    
    Shares purchased
    
    (CAD)
    
    announced plan
    
    planFeb. 9 to Feb. 28, 2005
    
    
    17,700
    
    
    $
    18.75
    
    
    
    17,700
    
    
    
    603,284Mar. 1 to Mar.31, 2005
    
    
    27,200
    
    
    $
    18.76
    
    
    
    27,200
    
    
    
    576,084Apr. 1 to Apr. 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    576,084May. 1to May 31, 2005
    
    
    900
    
    
    $
    17.71
    
    
    
    900
    
    
    
    575,184Jun. 1 to Jun. 30, 2005
    
    
    10,000
    
    
    $
    18.50
    
    
    
    10,000
    
    
    
    565,184Total
    
    
    55,800
    
    
    $
    18.69
    
    
    
    55,800
 Item 3. Defaults Upon Senior Securities
 Item 4. Submission of Matters to a Vote of Security Holders  
 Item 5. Other Information
 Item 6. Exhibits and Reports on Form 8-K
 (a)
    
    Exhibits
 ExhibitNumber
    
    Description of Exhibit31
    
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated July 20, 2005.32
    
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated July 20, 2005.
 (b)
    
    Reports on Form 8-K
 i)
    
    Vitran Corporation Inc. filed a Current report on Form 8-K dated April 29, 2005 related
to the Scrutineers report from its Annual and Special Meeting held on April 20, 2005.ii)
    
    Vitran Corporation Inc. filed a Current Report on Form 8-K dated May 6, 2005
related to the Companys executive officers attending a transportation conference.iii)
    
    Vitran Corporation Inc. filed a Current Report on Form 8-K dated May 31, 2005
announcing its acquisition of Chris Truck Line.
 21




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##### 



iv)
    
    Vitran Corporation Inc. filed a Current Report on Form 8-K dated June 3, 2005
related to its acquisition of Chris Truck Line.v)
    
    Vitran Corporation Inc. filed a Current Report on Form 8-K dated June 10, 2005
related to an award received by Vitrans Chief Executive Officer.vi)
    
    Vitran Corporation Inc. filed a Current Report on Form 8-K dated July 21, 2005
related to its 2005 second quarter earnings.
 SIGNATURE
  VITRAN CORPORATION INC./s/ SEAN P. WASHCHUKSean P. WashchukDate: July 20, 2005
    Vice President of Finance and
Chief Financial Officer
(Principle Financial Officer) /s/ FAYAZ D. SULEMANFayaz D. SulemanDate: July 20, 2005
    Corporate Controller
(Principle Accounting Officer) 22