##### 



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, 2006
 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
 
 þ o
  Large accelerated filer    o
    
    Accelerated filer    þ
    
    Non-accelerated filer   o
  Yes o No þ




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##### 



TABLE OF CONTENT
 PageItemPART I
    
    Financial Information1.
    
    Financial Statements
    
    
    32.
    
    Managements Discussion and Analysis
    
    
    153.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    224.
    
    Controls and Procedures
    
    
    22PART II
    
    Other Information1.
    
    Legal Proceedings
    
    
    222.
    
    Changes in Securities and Use of Proceeds
    
    
    233.
    
    Defaults Upon Senior Securities
    
    
    234.
    
    Submission of Matters to a Vote of Security Holders
    
    
    235.
    
    Other Information
    
    
    236.
    
    Exhibits and Reports on Form 8-K
    
    
    23
 2




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##### 



Part I. Financial Information
 Item 1: Financial Statements
 VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 (In thousands of United States dollars except for per share amounts)
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2006
    
    June 30, 2005
    
    June 30, 2006
    
    June 30, 2005(US GAAP)
    
    (US GAAP)
    
    (US GAAP)
    
    (US GAAP)Revenue
    
    $
    123,641
    
    
    $
    105,050
    
    
    $
    238,768
    
    
    $
    198,991Operating expenses
    
    
    101,307
    
    
    
    86,742
    
    
    
    198,428
    
    
    
    166,886Selling, general and administrative expenses
    
    
    11,737
    
    
    
    9,795
    
    
    
    22,480
    
    
    
    18,612Other income
    
    
    (40
    )
    
    
    (17
    )
    
    
    (156
    )
    
    
    (27
    )Depreciation and amortization expense
    
    
    2,509
    
    
    
    1,517
    
    
    
    4,916
    
    
    
    2,848Total operating expenses
    
    
    115,513
    
    
    
    98,037
    
    
    
    225,668
    
    
    
    188,319Income from operations before undernoted
    
    
    8,128
    
    
    
    7,013
    
    
    
    13,100
    
    
    
    10,672Interest expense, net
    
    
    171
    
    
    
    86
    
    
    
    347
    
    
    
    38Income from operations before income taxes
    
    
    7,957
    
    
    
    6,927
    
    
    
    12,753
    
    
    
    10,634Income taxes
    
    
    2,181
    
    
    
    2,131
    
    
    
    3,354
    
    
    
    3,084Net income before cumulative effect of
change in accounting principle
    
    
    5,776
    
    
    
    4,796
    
    
    
    9,399
    
    
    
    7,550Cumulative effect of a change in accounting
principle (note 8)
    
    
    
    
    
    
    
    
    
    
    141
    
    
    
    Net income
    
    $
    5,776
    
    
    $
    4,796
    
    
    $
    9,540
    
    
    $
    7,550Earnings per share:Basic  net income before cumulative
effect of a change in accounting
principle
    
    $
    0.45
    
    
    $
    0.39
    
    
    $
    0.74
    
    
    $
    0.61Basic  cumulative effect of a change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    Basic   net income
    
    $
    0.45
    
    
    $
    0.39
    
    
    $
    0.75
    
    
    $
    0.61Diluted  net income before cumulative
effect of a change in accounting
principle
    
    
    0.45
    
    
    
    0.38
    
    
    
    0.73
    
    
    
    0.59Diluted  cumulative effect of a change
in accounting principle
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    Diluted  net income
    
    $
    0.45
    
    
    $
    0.38
    
    
    $
    0.74
    
    
    $
    0.59Weighted average number of shares:Basic
    
    
    12,732,644
    
    
    
    12,447,300
    
    
    
    12,692,582
    
    
    
    12,429,732Diluted
    
    
    12,964,761
    
    
    
    12,778,285
    
    
    
    12,950,673
    
    
    
    12,767,134
 See accompanying notes to consolidated financial statements
 3




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##### 



VITRAN CORPORATION INC.
 CONSOLIDATED BALANCE SHEETS
 (In thousands of United States dollars)
 June 30, 2006
    
    Dec. 31, 2005
    
    Dec. 31, 2005(CDN GAAPas previously(US GAAP)
    
    (US GAAP)
    
    reported)(Unaudited)
    
    (Audited)
    
    (Audited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    13,317
    
    
    $
    14,592
    
    
    $
    14,592Accounts receivable
    
    
    54,420
    
    
    
    46,587
    
    
    
    46,587Inventory, deposits, prepaid expenses
    
    
    7,148
    
    
    
    8,396
    
    
    
    8,396Future income taxes
    
    
    2,668
    
    
    
    1,442
    
    
    
    1,44277,553
    
    
    
    71,017
    
    
    
    71,017Capital assets
    
    
    75,761
    
    
    
    66,807
    
    
    
    66,807Intangible assets (note 6)
    
    
    2,853
    
    
    
    2,456
    
    
    
    2,456Goodwill (note 7)
    
    
    62,917
    
    
    
    61,448
    
    
    
    61,448$
    219,084
    
    
    $
    201,728
    
    
    $
    201,728Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    49,988
    
    
    $
    41,362
    
    
    $
    41,362Income and other taxes payable
    
    
    1,222
    
    
    
    1,124
    
    
    
    1,124Current portion of long-term debt
    
    
    2,161
    
    
    
    5,845
    
    
    
    5,84553,371
    
    
    
    48,331
    
    
    
    48,331Long-term debt
    
    
    7,401
    
    
    
    8,588
    
    
    
    8,588Future income taxes
    
    
    6,805
    
    
    
    5,007
    
    
    
    5,007Shareholders equity:Common shares, no par value, unlimited authorized,
12,744,936 and 12,647,636 issued and
outstanding at
June 30, 2006 and December 31, 2005,
respectively
    
    
    64,130
    
    
    
    63,604
    
    
    
    63,604Additional paid-in capital
    
    
    1,177
    
    
    
    956
    
    
    
    956Retained earnings
    
    
    81,093
    
    
    
    71,553
    
    
    
    72,310Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    2,932Accumulated other comprehensive income
    
    
    5,107
    
    
    
    3,689
    
    
    
    151,507
    
    
    
    139,802
    
    
    
    139,802$
    219,084
    
    
    $
    201,728
    
    
    $
    201,728
  See accompanying notes to consolidated financial statements.




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##### 



VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited, US GAAP)
 AccumulatedAdditional
    
    
    
    
    
    other
    
    TotalCommon shares
    
    Paid-in
    
    Retained
    
    comprehensive
    
    ShareholdersShares
    
    Amount
    
    Capital
    
    Earnings
    
    income
    
    EquityDecember 31, 2005
    
    
    12,647,636
    
    
    $
    63,604
    
    
    $
    956
    
    
    $
    71,553
    
    
    $
    3,689
    
    
    $
    139,802Shares issued upon
exercise of employee
stock options
    
    
    97,300
    
    
    
    526
    
    
    
    (47
    )
    
    
    
    
    
    
    
    
    
    $
    479Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,540
    
    
    
    
    
    
    $
    9,540Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,418
    
    
    $
    1,418Share based compensation
    
    
    
    
    
    
    
    
    
    
    409
    
    
    
    
    
    
    
    
    
    
    $
    409Cumulative effect of a
change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    
    
    
    
    
    
    
    $
    (141
    )June 30, 2006
    
    
    12,744,936
    
    
    $
    64,130
    
    
    $
    1,177
    
    
    $
    81,093
    
    
    $
    5,107
    
    
    $
    151,507
 AccumulatedAdditional
    
    
    
    
    
    other
    
    TotalCommon shares
    
    Paid-in
    
    Retained
    
    comprehensive
    
    ShareholdersShares
    
    Amount
    
    Capital
    
    Earnings
    
    income
    
    EquityDecember 31, 2004
    
    
    12,419,678
    
    
    $
    60,798
    
    
    $
    323
    
    
    $
    54,215
    
    
    $
    3,849
    
    
    $
    119,185Shares issued upon
exercise of employee
stock options
    
    
    13,500
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42Shares repurchased for
cancellation
    
    
    (55,800
    )
    
    
    (273
    )
    
    
    
    
    
    
    (558
    )
    
    
    
    
    
    $
    (831
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,550
    
    
    
    
    
    
    $
    7,550Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,656
    )
    
    $
    (1,656
    )Share based compensation
    
    
    
    
    
    
    
    
    
    
    293
    
    
    
    
    
    
    
    
    
    
    $
    293Shares issued upon
acquisition of subsidiary
    
    
    202,458
    
    
    
    2,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,800June 30, 2005
    
    
    12,579,836
    
    
    $
    63,367
    
    
    $
    616
    
    
    $
    61,207
    
    
    $
    2,193
    
    
    $
    127,383
 5




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##### 



VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 (In thousands of United States dollars)
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2006
    
    June 30, 2005
    
    June 30, 2006
    
    June 30, 2005(US GAAP)
    
    (US GAAP)
    
    (US GAAP)
    
    (US GAAP)Cash provided by (used in):Net income
    
    $
    5,776
    
    
    $
    4,796
    
    
    $
    9,540
    
    
    $
    7,550Items not involving cash from operationsDepreciation and amortization expense
    
    
    2,509
    
    
    
    1,517
    
    
    
    4,916
    
    
    
    2,848Future income taxes
    
    
    195
    
    
    
    82
    
    
    
    572
    
    
    
    647Stock based compensation expense
    
    
    219
    
    
    
    164
    
    
    
    409
    
    
    
    293Gain on sale of capital assets
    
    
    (40
    )
    
    
    (17
    )
    
    
    (156
    )
    
    
    (27
    )Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    Change in non-cash working capital components
    
    
    (1,509
    )
    
    
    254
    
    
    
    446
    
    
    
    (1,995
    )7,150
    
    
    
    6,796
    
    
    
    15,586
    
    
    
    9,316Investments:Purchase of capital assets
    
    
    (9,651
    )
    
    
    (623
    )
    
    
    (11,529
    )
    
    
    (6,845
    )Proceeds on sale of capital assets
    
    
    1,384
    
    
    
    24
    
    
    
    1,554
    
    
    
    38Marketable securities
    
    
    
    
    
    
    27,412
    
    
    
    
    
    
    
    28,781Acquisition of subsidiary
    
    
    
    
    
    
    (26,499
    )
    
    
    
    
    
    
    (26,499
    )Acquisition of business assets
    
    
    
    
    
    
    
    
    
    
    (2,251
    )
    
    
    (8,267
    )
    
    
    314
    
    
    
    (12,226
    )
    
    
    (4,525
    )Financing:Repayment of revolving credit facility
    
    
    
    
    
    
    
    
    
    
    (2,985
    )
    
    
    Repayment of long-term debt
    
    
    (631
    )
    
    
    (570
    )
    
    
    (1,952
    )
    
    
    (1,140
    )Issue of common shares upon exercise of stock options
    
    
    158
    
    
    
    25
    
    
    
    479
    
    
    
    42Repurchase of common shares
    
    
    
    
    
    
    (164
    )
    
    
    
    
    
    
    (856
    )(473
    )
    
    
    (709
    )
    
    
    (4,458
    )
    
    
    (1,954
    )Effect of translation adjustment on cash
    
    
    (63
    )
    
    
    (630
    )
    
    
    (177
    )
    
    
    (676
    )Increase (decrease) in cash position
    
    
    (1,653
    )
    
    
    5,771
    
    
    
    (1,275
    )
    
    
    2,161Cash position, beginning of period
    
    
    14,970
    
    
    
    3,765
    
    
    
    14,592
    
    
    
    7,375Cash position, end of period
    
    $
    13,317
    
    
    $
    9,536
    
    
    $
    13,317
    
    
    $
    9,536Change in non-cash working capital components:Accounts receivable
    
    $
    (4,083
    )
    
    $
    (386
    )
    
    $
    (6,429
    )
    
    $
    (3,747
    )Inventory, deposits and prepaid expenses
    
    
    1,438
    
    
    
    (1,779
    )
    
    
    1,626
    
    
    
    (1,455
    )Income and other taxes payable
    
    
    510
    
    
    
    349
    
    
    
    98
    
    
    
    (412
    )Accounts payable and accrued liabilities
    
    
    626
    
    
    
    2,070
    
    
    
    5,151
    
    
    
    3,619$
    (1,509
    )
    
    $
    254
    
    
    $
    446
    
    
    $
    (1,995
    )
 See accompanying notes to consolidated financial statements.
 6




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##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (In thousands of United States dollars except for per share amounts)
 1. Accounting Policies
    2 New Accounting Pronouncements
   7




---



##### 



3. Foreign Currency Translation
     4. Deferred Share Units
  5. Acquisition
   Current assets
    
    $
    1,776Capital assets
    
    
    2,127Identifiable intangible assets:Covenants not-to-compete (3-year useful life)
    
    
    45Customer relationships (8-year useful life)
    
    
    540Goodwill
    
    
    1,1645,652Current liabilities
    
    
    3,155Total purchase price
    
    $
    2,497
 8




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##### 



Three months
    
    Six monthsEnded
    
    EndedJune 30, 2005
    
    June 30, 2005Pro forma revenue
    
    $
    114,118
    
    
    $
    219,284Pro forma net income
    
    $
    5,529
    
    
    $
    9,036Pro forma diluted earnings per share
    
    $
    0.43
    
    
    $
    0.70
 6. Intangible Assets
 June 30, 2006
    
    December 31, 2005Customer relationship
    
    $
    2,840
    
    
    $
    2,300Covenants not-to compete
    
    
    285
    
    
    
    2403,125
    
    
    
    2,540Accumulated amortization
    
    
    (272
    )
    
    
    (84
    )$
    2,853
    
    
    $
    2,456
 7. Goodwill
 GoodwillBalance at December 31, 2005
    
    $
    61,448Foreign
exchange on CDN$ denominated goodwill
    
    
    305Acquisition of business assets
    
    
    1,164Balance at June 30, 2006
    
    $
    62,917
 8. Stock Option Plan
   9




---



##### 



2006Options granted
    
    
    102,500Risk-free interest rate
    
    
    4.19
    %Dividend yield
    
    
    Volatility factor of the future expected market price of the
Companys common shares
    
    
    33.22
    %Expected life of the options
    
    6 years
  9 Comprehensive income (loss)
   Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2006
    
    June 30, 2005
    
    June 30, 2006
    
    June 30, 2005Net income
    
    $
    5,776
    
    
    $
    4,796
    
    
    $
    9,540
    
    
    $
    7,550Translation adjustment (1)
    
    
    1,779
    
    
    
    (1,256
    )
    
    
    1,418
    
    
    
    (1,656
    )Other comprehensive income
    
    $
    1,779
    
    
    $
    (1,256
    )
    
    $
    1,418
    
    
    $
    (1,656
    )Comprehensive net income
    
    $
    7,555
    
    
    $
    3,540
    
    
    $
    10,958
    
    
    $
    5,894
 (1)
    
    The cumulative translation adjustment represents the unrealized translation gains and losses
from the translation of the Canadian dollar functional currency to the United States dollar
reporting currency.
 10




---



##### 



10. Computation of Earnings per Share
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2006
    
    June 30, 2005
    
    June 30, 2006
    
    June 30, 2005Numerator:Net income
    
    $
    5,776
    
    
    $
    4,796
    
    
    $
    9,540
    
    
    $
    7,550Denominator:Basic weighted-average shares outstanding
    
    
    12,732,644
    
    
    
    12,447,300
    
    
    
    12,692,582
    
    
    
    12,429,732Dilutive stock options
    
    
    232,117
    
    
    
    330,985
    
    
    
    258,091
    
    
    
    337,402Dilutive weighted-average shares outstanding
    
    
    12,964,761
    
    
    
    12,778,285
    
    
    
    12,950,673
    
    
    
    12,767,134Basic earnings per share before cumulative
effect of a change in accounting principle
    
    $
    0.45
    
    
    $
    0.39
    
    
    $
    0.74
    
    
    $
    0.61Effect of a change in accounting principle
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    Basic earnings per share
    
    $
    0.45
    
    
    $
    0.39
    
    
    $
    0.75
    
    
    $
    0.61Diluted earnings per share before
cumulative effect of a change in accounting
principle
    
    $
    0.45
    
    
    $
    0.38
    
    
    $
    0.73
    
    
    $
    0.59Effect of a change in accounting principle
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.38
    
    
    $
    0.74
    
    
    $
    0.59
  11. Contingent Liabilities
  12. Segmented Information
 Three months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedJune 30, 2006
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    105,213
    
    
    $
    10,251
    
    
    $
    8,177
    
    
    $
    123,641
    
    
    $
    
    
    
    $
    123,641Operating, selling, general and
administrative expenses
    
    
    95,023
    
    
    
    9,509
    
    
    
    7,446
    
    
    
    111,978
    
    
    
    1,066
    
    
    
    113,044Other income
    
    
    (43
    )
    
    
    
    
    
    
    3
    
    
    
    (40
    )
    
    
    
    
    
    
    (40
    )Depreciation and amortization
    
    
    2,194
    
    
    
    104
    
    
    
    198
    
    
    
    2,496
    
    
    
    13
    
    
    
    2,509Income (loss) from operations
    
    $
    8,039
    
    
    $
    638
    
    
    $
    530
    
    
    $
    9,207
    
    
    $
    (1,079
    )
    
    
    8,128Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    171Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,181Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,776
 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 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 income, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,131Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,796
 11




---



##### 



12. Segmented Information (continued)
 Six months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedJune 30, 2006
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    202,636
    
    
    $
    19,663
    
    
    $
    16,469
    
    
    $
    238,768
    
    
    $
    
    
    
    $
    238,768Operating, selling, general and
administrative expenses
    
    
    185,370
    
    
    
    18,323
    
    
    
    15,140
    
    
    
    218,833
    
    
    
    2,075
    
    
    
    220,908Other income
    
    
    (159
    )
    
    
    
    
    
    
    3
    
    
    
    (156
    )
    
    
    
    
    
    
    (156
    )Depreciation and amortization
    
    
    4,318
    
    
    
    188
    
    
    
    386
    
    
    
    4,892
    
    
    
    24
    
    
    
    4,916Income (loss) from operations
    
    $
    13,107
    
    
    $
    1,152
    
    
    $
    940
    
    
    $
    15,199
    
    
    $
    (2,099
    )
    
    
    13,100Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,354Net income before cumulative
effect of a change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,399Effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    141Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    9,540
 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 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 income, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,084Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,550
 13. United States and Canadian accounting policy differences:
  12




---



##### 



(a)
    
    Consolidated reconciliation of net income and shareholders equityNet Income and Shareholders equity reconciled to Canadian GAAP is as follows:
 Net Income
    
    Net incomeThree months ended
    
    Six months ended
    
    Shareholders equity2006
    
    2005
    
    2006
    
    2005
    
    2006
    
    2005Balance as at June 30 based on United
States GAAP
    
    $
    5,776
    
    
    $
    4,796
    
    
    $
    9,540
    
    
    $
    7,550
    
    
    $
    151,507
    
    
    $
    127,383Effect of a change in accounting principle (1)
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    
    
    
    
    (141
    )
    
    
    Foreign exchange adjustment (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    858
    
    
    
    858Unrealized foreign exchange loss on
derivative instrument
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101
    )
    
    
    (101
    )Accumulated other comprehensive income
adjustment (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (757
    )
    
    
    (757
    )Balance as at June 30 based on Canadian GAAP
    
    $
    5,776
    
    
    $
    4,796
    
    
    $
    9,399
    
    
    $
    7,550
    
    
    $
    151,366
    
    
    $
    127,383
 (1)
    
    The adoption of SFAS 123(R)  Share Based Payments as described in note 8 only applies
to United States GAAP. Therefore, the effect of a change in accounting principle does not
impact Canadian GAAP net income.(2)
    
    The Company had foreign exchange gains of $0.9 million that did not represent a
substantially complete liquidation of a foreign operation. Under Canadian GAAP these gains
were recognized upon the transfer into income of the related cumulative translation
adjustment. Under United States GAAP, there is no reduction of the cumulative translation
adjustment account. Retained earnings under Canadian GAAP is increased $0.9 million with a
corresponding decrease to the cumulative translation adjustment.(3)
    
    The concept of Comprehensive Income is not currently a requirement under Canadian GAAP.
The CICA has issued a new accounting standard Comprehensive Income which the Company
will adopt effective January 1, 2007.Earnings per share
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2006
    
    June 30, 2005
    
    June 30, 2006
    
    June 30, 2005Earnings per share under Canadian GAAPBasic
    
    $
    0.45
    
    
    $
    0.39
    
    
    $
    0.74
    
    
    $
    0.61Diluted
    
    $
    0.45
    
    
    $
    0.38
    
    
    $
    0.73
    
    
    $
    0.59
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2006
    
    June 30, 2005
    
    June 30, 2006
    
    June 30, 2005Weighted average number of shares:Basic
    
    
    12,732,644
    
    
    
    12,447,300
    
    
    
    12,692,582
    
    
    
    12,429,732Potential exercise of stock options
    
    
    232,117
    
    
    
    330,985
    
    
    
    258,091
    
    
    
    337,402Diluted
    
    
    12,964,761
    
    
    
    12,778,285
    
    
    
    12,950,673
    
    
    
    12,767,134
 13




---



##### 



(b)
    
    Stock-based compensationPro forma stock option disclosure:Effective January 1, 2006 the Company adopted SFAS 123(R) as described in Note 7. SFAS 123(R)
requires compensation expense be recognized for all share-based payments granted prior to, but
not yet vested, as of January 1, 2006 based on the grant date fair value estimated in accordance
with the original provisions of SFAS 123. This is not required under Canadian GAAP based on the
transitional provision of CICA HB S.3870 which Vitran adopted January 1, 2003. Canadian GAAP
requires pro forma net income and earnings per share disclosure for stock option grants during
2002:
 Three months
    
    Three months
    
    Six months
    
    Six monthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2006
    
    June 30, 2005
    
    June 30, 2006
    
    June 30, 2005Net income, as reported
under Canadian GAAP
    
    $
    5,776
    
    
    $
    4,796
    
    
    $
    9,399
    
    
    $
    7,550Pro forma net income
    
    $
    5,764
    
    
    $
    4,785
    
    
    $
    9,376
    
    
    $
    7,528Pro forma basic earnings per share
    
    $
    0.45
    
    
    $
    0.38
    
    
    $
    0.74
    
    
    $
    0.61Pro forma diluted earnings per share
    
    $
    0.44
    
    
    $
    0.37
    
    
    $
    0.72
    
    
    $
    0.59
 14. Comparative figures
  14




---



##### 



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 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.
 This MD&A and the documents incorporated by reference herein contain forward-looking statements
regarding, but not limited to, the following:
 
    
    the Companys objective to expand or acquire within the LTL operation;
    
    the Companys objective to achieve profitable revenue growth;
    
    the Companys intention to improve results from operating efficiencies in the LTL segment;
    
    the Companys intention to develop profitable accounts in the Logistics segment;
    
    the Companys objective for sequential quarterly improvement with the Truckload segment ;
    
    the Companys intention to purchase a specified level of capital assets and to finance
such acquisitions with cash flow from operations and, if necessary, from the Companys
unused credit facilities; and
    
    the Companys 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 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 change, 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.
 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 .
 15




---



##### 



OVERVIEW
   CONSOLIDATED RESULTS
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2006
    
    2005
    
    2006 vs 2005
    
    2006
    
    2005
    
    2006 vs 2005Revenue
    
    $
    123,641
    
    
    $
    105,050
    
    
    
    17.7
    %
    
    $
    238,768
    
    
    $
    198,991
    
    
    
    20.0
    %Operating expenses
    
    
    101,307
    
    
    
    86,742
    
    
    
    16.8
    %
    
    
    198,428
    
    
    
    166,886
    
    
    
    18.9
    %SG&A expenses
    
    
    11,737
    
    
    
    9,795
    
    
    
    19.8
    %
    
    
    22,480
    
    
    
    18,612
    
    
    
    20.8
    %Other expenses (income)
    
    
    (40
    )
    
    
    (17
    )
    
    
    135.3
    %
    
    
    (156
    )
    
    
    (27
    )
    
    
    477.8
    %Depreciation and amortization
    
    
    2,509
    
    
    
    1,517
    
    
    
    65.4
    %
    
    
    4,916
    
    
    
    2,848
    
    
    
    72.6
    %Income from operations
    
    
    8,128
    
    
    
    7,013
    
    
    
    15.9
    %
    
    
    13,100
    
    
    
    10,672
    
    
    
    22.8
    %Interest expense, net
    
    
    171
    
    
    
    86
    
    
    
    98.8
    %
    
    
    347
    
    
    
    38
    
    
    
    813.2
    %Net income
    
    
    5,776
    
    
    
    4,796
    
    
    
    20.4
    %
    
    
    9,540
    
    
    
    7,550
    
    
    
    26.4
    %Earnings per share:Basic net income
    
    $
    0.45
    
    
    $
    0.39
    
    
    
    
    
    
    $
    0.75
    
    
    $
    0.61Diluted net income
    
    $
    0.45
    
    
    $
    0.38
    
    
    
    
    
    
    $
    0.74
    
    
    $
    0.59Operating Ratio(1)
    
    
    93.4
    %
    
    
    93.3
    %
    
    
    
    
    
    
    94.5
    %
    
    
    94.6
    %
   16




---



##### 



.
   SEGMENTED RESULTS
 Less-Than-Truckload (LTL)
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2006
    
    2005
    
    2006 vs 2005
    
    2006
    
    2005
    
    2006 vs 2005Revenue
    
    $
    105,213
    
    
    $
    86,429
    
    
    
    21.7
    %
    
    $
    202,636
    
    
    $
    162,533
    
    
    
    24.7
    %Income from operations
    
    
    8,039
    
    
    
    6,625
    
    
    
    21.3
    %
    
    
    13,107
    
    
    
    9,887
    
    
    
    32.6
    %Operating ratio
    
    
    92.4
    %
    
    
    92.3
    %
    
    
    
    
    
    
    93.5
    %
    
    
    93.9
    %Number of shipments (2)
    
    
    687,120
    
    
    
    631,707
    
    
    
    8.8
    %
    
    
    1,351,650
    
    
    
    1,193,877
    
    
    
    13.2
    %Weight (000s of lbs) (3)
    
    
    1,100,523
    
    
    
    999,131
    
    
    
    10.1
    %
    
    
    2,144,103
    
    
    
    1,884,396
    
    
    
    13.8
    %Revenue per shipment (4)
    
    $
    153.12
    
    
    $
    136.83
    
    
    
    11.9
    %
    
    $
    149.92
    
    
    $
    136.15
    
    
    
    10.1
    %Revenue per hundredweight (5)
    
    $
    9.56
    
    
    $
    8.65
    
    
    
    10.5
    %
    
    $
    9.45
    
    
    $
    8.63
    
    
    
    9.5
    %
 17




---



##### 



Logistics
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2006
    
    2005
    
    2006 vs 2005
    
    2006
    
    2005
    
    2006 vs 2005Revenue
    
    $
    10,251
    
    
    $
    9,615
    
    
    
    6.6
    %
    
    $
    19,663
    
    
    $
    18,492
    
    
    
    6.3
    %Income from operations
    
    
    638
    
    
    
    615
    
    
    
    3.7
    %
    
    
    1,152
    
    
    
    980
    
    
    
    17.6
    %Operating Ratio
    
    
    93.8
    %
    
    
    93.6
    %
    
    
    
    
    
    
    94.1
    %
    
    
    94.7
    %
  Truckload (TL)
  For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2006
    
    2005
    
    2006 vs 2005
    
    2006
    
    2005
    
    2006 vs 2005Revenue
    
    $
    8,177
    
    
    $
    9,006
    
    
    
    (9.2
    %)
    
    $
    16,469
    
    
    $
    17,966
    
    
    
    (8.3
    %)Income from operations
    
    
    530
    
    
    
    716
    
    
    
    (26.0
    %)
    
    
    940
    
    
    
    1,458
    
    
    
    (35.5
    %)Operating Ratio
    
    
    93.5
    %
    
    
    92.0
    %
    
    
    
    
    
    
    94.3
    %
    
    
    91.9
    %
  18




---



##### 



LIQUIDITY AND CAPITAL RESOURCES
      For the three months ended June 30
    
    For the six months ended June 30(in thousands, unaudited)
    
    2006
    
    2005
    
    2006
    
    2005Real Estate and buildings
    
    $
    6,746
    
    
    $
    
    
    
    $
    6,757
    
    
    $
    Tractors
    
    
    548
    
    
    
    162
    
    
    
    832
    
    
    
    577Trailing fleet
    
    
    1,629
    
    
    
    230
    
    
    
    2,447
    
    
    
    5,430Information technology
    
    
    171
    
    
    
    129
    
    
    
    530
    
    
    
    651Leasehold improvements
    
    
    37
    
    
    
    84
    
    
    
    56
    
    
    
    99Other equipment
    
    
    520
    
    
    
    18
    
    
    
    907
    
    
    
    88Total
    
    $
    9,651
    
    
    $
    623
    
    
    $
    11,529
    
    
    $
    6,845
  off-balance sheet
 19




---



##### 



(in thousands of dollars)
    
    Payments due by periodContractual Obligations
    
    Total
    
    
    2006
    
    
    2007 & 2008
    
    
    2009 & 2010
    
    
    ThereafterLong-term debt (LIBOR 5.90%)
    
    $
    9,500
    
    
    $
    1,000
    
    
    $
    4,875
    
    
    $
    3,625
    
    
    $
    NilCapital lease obligations
    
    
    62
    
    
    
    18
    
    
    
    44
    
    
    
    Nil
    
    
    
    NilSub-total
    
    
    9,562
    
    
    
    1,018
    
    
    
    4,919
    
    
    
    3,625
    
    
    
    NilCapital expenditure commitments
    
    
    1,577
    
    
    
    1,577
    
    
    
    Nil
    
    
    
    Nil
    
    
    
    NilOperating leases
    
    
    31,475
    
    
    
    6,520
    
    
    
    17,879
    
    
    
    5,697
    
    
    
    1,379Total Contractual Obligations
    
    $
    42,614
    
    
    $
    9,115
    
    
    $
    22,798
    
    
    $
    9,322
    
    
    $
    1,379
   OUTLOOK
     20




---



##### 



QUARTERLY RESULTS
 U.S. GAAP
 (thousands of dollars
    
    2006
    
    
    2006
    
    
    2005
    
    
    2005
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2004except per share amounts)
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3Revenue
    
    $
    123,641
    
    
    $
    115,127
    
    
    $
    112,975
    
    
    $
    116,226
    
    
    $
    105,050
    
    
    $
    93,941
    
    
    $
    96,523
    
    
    $
    96,995Income from operations
    
    
    8,128
    
    
    
    4,972
    
    
    
    6,937
    
    
    
    7,647
    
    
    
    7,013
    
    
    
    3,659
    
    
    
    4,737
    
    
    
    6,193Net Income
    
    
    5,776
    
    
    
    3,764
    
    
    
    5,012
    
    
    
    5,376
    
    
    
    4,796
    
    
    
    2,754
    
    
    
    4,365
    
    
    
    4,542Earnings per share:Basic
    
    $
    0.45
    
    
    $
    0.30
    
    
    $
    0.40
    
    
    $
    0.43
    
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    0.35
    
    
    $
    0.37Diluted
    
    
    0.45
    
    
    
    0.29
    
    
    
    0.39
    
    
    
    0.42
    
    
    
    0.38
    
    
    
    0.22
    
    
    
    0.34
    
    
    
    0.36Weighted average number of
shares:Basic
    
    
    12,732,644
    
    
    
    12,652,075
    
    
    
    12,618,416
    
    
    
    12,584,358
    
    
    
    12,447,300
    
    
    
    12,411,968
    
    
    
    12,417,594
    
    
    
    12,339,956Diluted
    
    
    12,964,761
    
    
    
    12,934,751
    
    
    
    12,930,661
    
    
    
    12,921,695
    
    
    
    12,778,285
    
    
    
    12,754,930
    
    
    
    12,771,235
    
    
    
    12,774,744
 Canadian GAAP (7)
 (thousands of dollars
    
    2006
    
    
    2006
    
    
    2005
    
    
    2005
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2004except per share amounts)
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3Revenue
    
    $
    123,641
    
    
    $
    115,127
    
    
    $
    112,975
    
    
    $
    116,226
    
    
    $
    105,050
    
    
    $
    93,941
    
    
    $
    96,523
    
    
    $
    96,995Income from operations
    
    
    8,128
    
    
    
    4,972
    
    
    
    6,937
    
    
    
    7,647
    
    
    
    7,013
    
    
    
    3,659
    
    
    
    4,737
    
    
    
    6,193Net Income
    
    
    5,776
    
    
    
    3,623
    
    
    
    5,012
    
    
    
    5,376
    
    
    
    4,796
    
    
    
    2,754
    
    
    
    4,365
    
    
    
    4,542Earnings per share:Basic
    
    $
    0.45
    
    
    $
    0.29
    
    
    $
    0.40
    
    
    $
    0.43
    
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    0.35
    
    
    $
    0.37Diluted
    
    
    0.45
    
    
    
    0.28
    
    
    
    0.39
    
    
    
    0.42
    
    
    
    0.38
    
    
    
    0.22
    
    
    
    0.34
    
    
    
    0.36Weighted average number of
shares:Basic
    
    
    12,732,644
    
    
    
    12,652,075
    
    
    
    12,618,416
    
    
    
    12,584,358
    
    
    
    12,447,300
    
    
    
    12,411,968
    
    
    
    12,417,594
    
    
    
    12,339,956Diluted
    
    
    12,964,761
    
    
    
    12,934,751
    
    
    
    12,930,661
    
    
    
    12,921,695
    
    
    
    12,778,285
    
    
    
    12,754,930
    
    
    
    12,771,235
    
    
    
    12,774,744
 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 and amortization 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:
 For the three months ended June 30
    
    For the six months ended June 30(in thousands)
    
    2006
    
    2005
    
    2006
    
    2005Operating expenses
    
    $
    101,307
    
    
    $
    86,742
    
    
    $
    198,428
    
    
    $
    166,886Selling, general and administrative expenses
    
    
    11,737
    
    
    
    9,795
    
    
    
    22,480
    
    
    
    18,612Other expenses (income)
    
    
    (40
    )
    
    
    (17
    )
    
    
    (156
    )
    
    
    (27
    )Depreciation and amortization expense
    
    
    2,509
    
    
    
    1,517
    
    
    
    4,916
    
    
    
    2,848$
    115,513
    
    
    $
    98,037
    
    
    $
    225,668
    
    
    $
    188,319Revenue
    
    $
    123,641
    
    
    $
    105,050
    
    
    $
    238,768
    
    
    $
    198,991Operating ratio (OR)
    
    
    93.4
    %
    
    
    93.3
    %
    
    
    94.5
    %
    
    
    94.6
    %
 (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 13 to the Interim Consolidated Financial Statements for differences between
United States and Canadian GAAP.
 21




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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Payments due by period(in thousands of dollars)
    
    Total
    
    
    2006
    
    
    2007 & 2008
    
    
    2009 & 2010
    
    
    ThereafterLong-term debtVariable RateTerm bank credit
    
    $
    9,500
    
    
    $
    1,000
    
    
    $
    4,875
    
    
    $
    3,625
    
    
    $
    NilAverage interest rate
    
    
    5.90
    %
    
    
    5.90
    %
    
    
    5.90
    %
    
    
    5.90
    %Fixed RateCapital lease obligation
    
    
    62
    
    
    
    18
    
    
    
    44
    
    
    
    Nil
    
    
    
    NilAverage interest rate
    
    
    6.79
    %
    
    
    6.79
    %
    
    
    6.79
    %Total
    
    $
    9,562
    
    
    $
    1,018
    
    
    $
    4,919
    
    
    $
    3,625
    
    
    $
    Nil
  Item 4. Controls and Procedures
 a)
    
    As of July 19, 2006, 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, 2006. 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
  Item 1A. Risk Factors
  22




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##### 



Item 2. Changes in Securities and Use of Proceeds
  Maximum numberTotal number of
    
    of Common SharesNumber of
    
    Average price paid
    
    Common Shares as
    
    that may yet beCommon Shares
    
    per Common Share
    
    part of a publicly
    
    purchased under thePeriod
    
    purchased
    
    (CAD)
    
    announced plan
    
    planApr. 1 to Apr. 30, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    632,381May 1 to May 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    632,381June 1 to June 30, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    632,381Total
    
    
    
    
    
    
    
    
    
    
    
 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
  ExhibitNumber
    
    Description of Exhibit31
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated July 19, 2006.32
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated July 19, 2006.
 SIGNATURE
  VITRAN CORPORATION INC./s/ SEAN P. WASHCHUKSean P. WashchukDate: July 19, 2006
    
    Vice President of Finance andChief Financial Officer(Principle Financial Officer)/s/ FAYAZ D. SULEMANFayaz D. SulemanDate: July 19, 2006
    
    Corporate Controller(Principle Accounting Officer)
 23