##### Table of Contents



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 SEPTEMBER 30, 2007
 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
(State of incorporation)
    
    (I.R.S. Employer
Identification No.)
 185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5
 
 þ o
  o þ o
  o þ




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##### 



TABLE OF CONTENT
 Item
    
    
    
    PagePART I
    
    Financial Information1.
    
    Financial Statements
    
    
    32.
    
    Managements Discussion and Analysis
    
    
    153.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    224.
    
    Controls and Procedures
    
    
    23PART II
    
    Other Information1.
    
    Legal Proceedings
    
    
    231A.
    
    Risk Factors
    
    
    232.
    
    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
    
    
    24EX-31EX-32
  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
    
    Nine months
    
    Nine monthsEnded
    
    Ended
    
    Ended
    
    EndedSept 30, 2007
    
    Sept 30, 2006
    
    Sept 30, 2007
    
    Sept 30, 2006Revenue
    
    $
    171,927
    
    
    $
    121,512
    
    
    $
    496,207
    
    
    $
    360,280Operating expenses
    
    
    145,457
    
    
    
    101,189
    
    
    
    414,693
    
    
    
    299,617Selling, general and administrative expenses
    
    
    15,633
    
    
    
    11,195
    
    
    
    46,015
    
    
    
    33,675Other income
    
    
    (53
    )
    
    
    (248
    )
    
    
    (125
    )
    
    
    (404
    )Depreciation and amortization expense
    
    
    5,321
    
    
    
    2,579
    
    
    
    15,375
    
    
    
    7,495Total operating expenses
    
    
    166,358
    
    
    
    114,175
    
    
    
    475,958
    
    
    
    340,383Income from operations before undernoted
    
    
    5,569
    
    
    
    6,797
    
    
    
    20,249
    
    
    
    19,897Interest expense, net
    
    
    2,325
    
    
    
    274
    
    
    
    6,504
    
    
    
    621Income from operations before income taxes
    
    
    3,244
    
    
    
    6,523
    
    
    
    13,745
    
    
    
    19,276Income taxes
    
    
    123
    
    
    
    1,638
    
    
    
    1,704
    
    
    
    4,992Net income before cumulative effect of
change in accounting principle
    
    
    3,121
    
    
    
    4,885
    
    
    
    12,041
    
    
    
    14,284Cumulative effect of a change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    141Net income
    
    $
    3,121
    
    
    $
    4,885
    
    
    $
    12,041
    
    
    $
    14,425Earnings per share (note 10):Basic  net income before cumulative
effect of change in accounting principle
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.89
    
    
    $
    1.12Basic  cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Basic   net income
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.89
    
    
    $
    1.13Diluted  net income before cumulative
effect of change in accounting principle
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.88
    
    
    $
    1.10Diluted  cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Diluted  net income
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.88
    
    
    $
    1.11Weighted average number of shares:Basic
    
    
    13,475,685
    
    
    
    12,744,936
    
    
    
    13,459,180
    
    
    
    12,710,225Diluted
    
    
    13,668,819
    
    
    
    12,966,835
    
    
    
    13,660,723
    
    
    
    12,956,661
 See accompanying notes to consolidated financial statements
 3




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VITRAN CORPORATION INC.
 CONSOLIDATED BALANCE SHEETS
 (In thousands of United States dollars)
 Sept 30, 2007
    
    Dec 31, 2006(Unaudited)
    
    (Audited)Assets
    
    
    `Current assets:Cash and cash equivalents
    
    $
    3,819
    
    
    $
    1,454Accounts receivable
    
    
    81,419
    
    
    
    66,051Inventory, deposits and prepaid expenses
    
    
    10,122
    
    
    
    10,796Income and other taxes receivable
    
    
    1,481
    
    
    
    Deferred income taxes
    
    
    3,776
    
    
    
    1,720100,617
    
    
    
    80,021Property and equipment
    
    
    163,195
    
    
    
    145,129Intangible assets
    
    
    14,205
    
    
    
    15,888Goodwill (note 5)
    
    
    119,811
    
    
    
    117,146Other
    
    
    
    
    
    
    150$
    397,828
    
    
    $
    358,334Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    75,650
    
    
    $
    67,916Income and other taxes payable
    
    
    
    
    
    
    1,275Current portion of long-term debt (note 6)
    
    
    16,919
    
    
    
    15,72492,569
    
    
    
    84,915Long-term debt (note 6)
    
    
    103,263
    
    
    
    93,139Other
    
    
    3,003
    
    
    
    Deferred income taxes
    
    
    9,547
    
    
    
    6,983Shareholders equity:Common shares, no par value, unlimited authorized,
13,478,359 and 13,419,859 issued and outstanding at
September 30, 2007 and December 31, 2006, respectively
    
    
    77,484
    
    
    
    76,913Additional paid-in capital
    
    
    2,159
    
    
    
    1,607Retained earnings
    
    
    102,974
    
    
    
    90,933Accumulated other comprehensive income
    
    
    6,829
    
    
    
    3,844189,446
    
    
    
    173,297$
    397,828
    
    
    $
    358,334
  See accompanying notes to consolidated financial statements.
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VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    other
    
    TotalCommon shares
    
    Paid-in
    
    Retained
    
    comprehensive
    
    ShareholdersShares
    
    Amount
    
    Capital
    
    Earnings
    
    income
    
    EquityDecember 31, 2006
    
    
    13,419,859
    
    
    $
    76,913
    
    
    $
    1,607
    
    
    $
    90,933
    
    
    $
    3,844
    
    
    $
    173,297Shares issued upon
exercise of employee
stock options
    
    
    58,500
    
    
    
    571
    
    
    
    (168
    )
    
    
    
    
    
    
    
    
    
    
    403Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,041
    
    
    
    
    
    
    
    12,041Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,985
    
    
    
    2,985Share based compensation
    
    
    
    
    
    
    
    
    
    
    720
    
    
    
    
    
    
    
    
    
    
    
    720September 30, 2007
    
    
    13,478,359
    
    
    $
    77,484
    
    
    $
    2,159
    
    
    $
    102,974
    
    
    $
    6,829
    
    
    $
    189,446
 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,425
    
    
    
    
    
    
    
    14,425Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,386
    
    
    
    1,386Share based compensation
    
    
    
    
    
    
    
    
    
    
    627
    
    
    
    
    
    
    
    
    
    
    
    627Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    
    
    
    
    
    
    
    
    (141
    )September 30, 2006
    
    
    12,744,936
    
    
    $
    64,130
    
    
    $
    1,395
    
    
    $
    85,978
    
    
    $
    5,075
    
    
    $
    156,578
 5




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VITRAN CORPORATION INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of United States dollars)
 Three months
    
    Three months
    
    Nine months
    
    Nine monthsEnded
    
    Ended
    
    Ended
    
    EndedSept 30, 2007
    
    Sept 30, 2006
    
    Sept 30, 2007
    
    Sept 30, 2006Cash provided by (used in):Net income
    
    $
    3,121
    
    
    $
    4,885
    
    
    $
    12,041
    
    
    $
    14,425Items not involving cash from operationsDepreciation and amortization expense
    
    
    5,321
    
    
    
    2,579
    
    
    
    15,375
    
    
    
    7,495Deferred income taxes
    
    
    (2,608
    )
    
    
    1,019
    
    
    
    (13
    )
    
    
    1,591Share-based compensation expense
    
    
    261
    
    
    
    218
    
    
    
    720
    
    
    
    627Gain on sale of property and equipment
    
    
    (53
    )
    
    
    (248
    )
    
    
    (125
    )
    
    
    (404
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (141
    )Change in non-cash working capital components
    
    
    4,461
    
    
    
    551
    
    
    
    (1,302
    )
    
    
    99710,503
    
    
    
    9,004
    
    
    
    26,696
    
    
    
    24,590Investments:Purchase of property and equipment
    
    
    (5,458
    )
    
    
    (9,216
    )
    
    
    (16,878
    )
    
    
    (20,745
    )Proceeds on sale of property and equipment
    
    
    74
    
    
    
    509
    
    
    
    312
    
    
    
    2,063Additional payments due to acquisition of subsidiary
    
    
    
    
    
    
    
    
    
    
    (6,921
    )
    
    
    Acquisition of business assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,251
    )(5,384
    )
    
    
    (8,707
    )
    
    
    (23,487
    )
    
    
    (20,933
    )Financing:Change in revolving credit facility
    
    
    3,468
    
    
    
    18,015
    
    
    
    13,590
    
    
    
    15,030Proceeds from long-term debt
    
    
    
    
    
    
    70,500
    
    
    
    
    
    
    
    70,500Repayment of long-term debt
    
    
    (2,255
    )
    
    
    (9
    )
    
    
    (6,765
    )
    
    
    (1,961
    )Financing costs
    
    
    (642
    )
    
    
    
    
    
    
    (642
    )
    
    
    Repayment of capital leases
    
    
    (1,858
    )
    
    
    
    
    
    
    (5,172
    )
    
    
    Issue of common shares upon exercise of stock options
    
    
    196
    
    
    
    
    
    
    
    403
    
    
    
    479(1,091
    )
    
    
    88,506
    
    
    
    1,414
    
    
    
    84,048Effect of translation adjustment on cash
    
    
    (1,256
    )
    
    
    87
    
    
    
    (2,258
    )
    
    
    (90
    )Increase in cash position
    
    
    2,772
    
    
    
    88,890
    
    
    
    2,365
    
    
    
    87,615Cash position, beginning of period
    
    
    1,047
    
    
    
    13,317
    
    
    
    1,454
    
    
    
    14,592Cash position, end of period
    
    $
    3,819
    
    
    $
    102,207
    
    
    $
    3,819
    
    
    $
    102,207Change in non-cash working capital components:Accounts receivable
    
    $
    (2,004
    )
    
    $
    (240
    )
    
    $
    (15,368
    )
    
    $
    (6,669
    )Inventory, deposits and prepaid expenses
    
    
    233
    
    
    
    (2,219
    )
    
    
    1,316
    
    
    
    (503
    )Income and other taxes receivable/payable
    
    
    2,866
    
    
    
    495
    
    
    
    (3,121
    )
    
    
    593Accounts payable and accrued liabilities
    
    
    3,066
    
    
    
    2,425
    
    
    
    13,482
    
    
    
    7,576Other liabilities
    
    
    300
    
    
    
    
    
    
    
    2,389
    
    
    
    $
    4,461
    
    
    $
    551
    
    
    $
    (1,302
    )
    
    $
    997Non-cash supplemental cash flow information:Capital lease additions
    
    $
    4,561
    
    
    
    
    
    
    $
    8,301
    
    
    
    
 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




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##### Table of Contents



3. Foreign Currency Translation
   4. Acquisition
   Three months
    
    Nine monthsEnded
    
    EndedSept 30, 2006
    
    Sept 30, 2006Pro forma revenue
    
    $
    165,536
    
    
    $
    491,643Pro forma net income
    
    
    204
    
    
    
    11,071Pro forma diluted earnings per share
    
    $
    0.00
    
    
    $
    0.81
 5. Goodwill
 GoodwillBalance at December 31, 2006
    
    $
    117,146Foreign exchange on CDN$denominated goodwill
    
    
    1,492Adjustment to goodwill (note 4)
    
    
    1,173Balance at September 30, 2007
    
    $
    119,811
  8




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##### Table of Contents



6. Long-term debt:
 Sept 30, 2007
    
    Sept 30, 2006Term bank credit facilities (a)
    
    $
    61,165
    
    
    $
    80,000Revolving credit facility (b)
    
    
    36,166
    
    
    
    18,015Capital leases (c)
    
    
    22,851
    
    
    
    53120,182
    
    
    
    98,068Less current portion
    
    
    16,919
    
    
    
    8,053$
    103,263
    
    
    $
    90,015
 (a)
    
    The term bank credit facility is secured by accounts receivable and general
security agreements of the Company and of all its subsidiaries.As at July 31, 2007 the Company refinanced its term debt under a new credit agreement to
provide a $60 million term credit facility maturing July 31, 2012. The Company had $58.0
million bearing interest at 6.31%, outstanding under the term facility at September 30,
2007. The provisions of the term facility impose certain financial maintenance tests. At
September 30, 2007 the Company was in compliance with these financial maintenance tests.The Company had an additional $3.2 million, bearing interest at 4.74%, outstanding under a
separate term credit facility maturing on September 30, 2010. This term credit facility
was assumed as part of the acquisition of PJAX on October 2, 2006.(b)
    
    At July 31, 2007 the Company refinanced its revolving debt to provide up to $100
million, maturing July 31, 2012. The Company had $36.2 million, bearing interest at
5.94% to 6.45%, outstanding at September 30, 2007. The provisions of the revolving
facility impose certain financial maintenance tests. At September 30, 2007 the Company
was in compliance with these financial maintenance tests.(c)
    
    As part of the PJAX acquisition the Company assumed capital leases $21.3 million of
which $14.8 million were outstanding at September 30, 2007. During 2007 the Company
financed certain equipment by entering into additional capital leases of $8.3 million.
  Year ending December 31:2007
    
    $
    4,3292008
    
    
    16,5672009
    
    
    15,9842010
    
    
    16,3052011
    
    
    18,934Thereafter,
    
    
    48,063$
    120,182
 9




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##### Table of Contents



7. Income Taxes
    8. Stock Option Plan
   Nine months
    
    Nine monthsEnded
    
    EndedSept 30, 2007
    
    Sept 30, 2006Options granted
    
    
    115,000
    
    
    
    102,500Risk-free interest rate
    
    
    4.20
    %
    
    
    4.19
    %Dividend yield
    
    
    
    
    
    
    Volatility factor of the future expected market price of the
Companys common shares
    
    
    31.76
    %
    
    
    33.22
    %Expected life of the options
    
    6 years
    
    6 years
  9 Comprehensive income (loss)
  10




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9 Comprehensive income (loss) (continued)
  Three months
    
    Three months
    
    Nine months
    
    Nine monthsEnded
    
    Ended
    
    Ended
    
    EndedSept 30, 2007
    
    Sept 30, 2006
    
    Sept 30 2007
    
    Sept 30, 2006Net Income
    
    $
    3,121
    
    
    $
    4,885
    
    
    $
    12,041
    
    
    $
    14,425Translation adjustment
    
    
    1,752
    
    
    
    (32
    )
    
    
    3,499
    
    
    
    1,386Interest rate swaps
    
    
    (489
    )
    
    
    
    
    
    
    (514
    )
    
    
    Other comprehensive income
    
    $
    1,263
    
    
    $
    (32
    )
    
    $
    2,985
    
    
    $
    1,386Comprehensive net income
    
    $
    4,384
    
    
    $
    4,853
    
    
    $
    15,026
    
    
    $
    15,811
 10. Computation of Earnings per Share
 Three months
    
    Three months
    
    Nine months
    
    Nine monthsEnded
    
    Ended
    
    Ended
    
    EndedSept 30, 2007
    
    Sept 30, 2006
    
    Sept 30 2007
    
    Sept 30, 2006Numerator:Net Income
    
    $
    3,121
    
    
    $
    4,885
    
    
    $
    12,041
    
    
    $
    14,425Denominator:Basic weighted-average shares outstanding
    
    
    13,475,685
    
    
    
    12,744,936
    
    
    
    13,459,180
    
    
    
    12,710,225Dilutive Stock options
    
    
    193,134
    
    
    
    221,899
    
    
    
    201,543
    
    
    
    246,436Dilutive weighted-average shares outstanding
    
    
    13,668,819
    
    
    
    12,966,835
    
    
    
    13,660,723
    
    
    
    12,956,661Basic earnings per share before cumulative
effect of change in accounting principle
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.89
    
    
    $
    1.12Effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Basic earnings per share
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.89
    
    
    $
    1.13Diluted earnings per share before cumulative
effect of change in accounting principle
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.88
    
    
    $
    1.10Effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Diluted earnings per share
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.88
    
    
    $
    1.11
  11. Contingent Liabilities
  12. Risk Management Activities
  11




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13. Segmented Information
 Three months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedSeptember 30, 2007
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    150,283
    
    
    $
    13,690
    
    
    $
    7,954
    
    
    $
    171,927
    
    
    $
    
    
    
    $
    171,927Operating, selling, general and
administrative expenses
    
    
    139,809
    
    
    
    12,713
    
    
    
    7,256
    
    
    
    159,778
    
    
    
    1,312
    
    
    
    161,090Other income
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    53
    
    
    
    
    
    
    
    53Depreciation and amortization
    
    
    4,840
    
    
    
    177
    
    
    
    278
    
    
    
    5,295
    
    
    
    26
    
    
    
    5,321Income (loss) from operations
    
    $
    5,687
    
    
    $
    800
    
    
    $
    420
    
    
    $
    6,907
    
    
    $
    (1,338
    )
    
    
    5,569Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,325Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,121
 Three months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedSeptember 30, 2006
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    102,858
    
    
    $
    10,419
    
    
    $
    8,235
    
    
    $
    121,512
    
    
    $
    
    
    
    $
    121,512Operating, selling, general and
administrative expenses
    
    
    94,293
    
    
    
    9,379
    
    
    
    7,651
    
    
    
    111,323
    
    
    
    1,061
    
    
    
    112,384Other income
    
    
    247
    
    
    
    
    
    
    
    1
    
    
    
    248
    
    
    
    
    
    
    
    248Depreciation and amortization
    
    
    2,227
    
    
    
    111
    
    
    
    231
    
    
    
    2,569
    
    
    
    10
    
    
    
    2,579Income (loss) from operations
    
    $
    6,585
    
    
    $
    929
    
    
    $
    354
    
    
    $
    7,868
    
    
    $
    (1,071
    )
    
    
    6,797Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    274Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,638Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,885
 Nine months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedSeptember 30, 2007
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    437,055
    
    
    $
    34,579
    
    
    $
    24,573
    
    
    $
    496,207
    
    
    $
    
    
    
    $
    496,207Operating, selling, general and
administrative expenses
    
    
    402,156
    
    
    
    32,165
    
    
    
    22,675
    
    
    
    456,996
    
    
    
    3,712
    
    
    
    460,708Other income (loss)
    
    
    130
    
    
    
    
    
    
    
    (5
    )
    
    
    125
    
    
    
    
    
    
    
    125Depreciation and amortization
    
    
    14,109
    
    
    
    438
    
    
    
    774
    
    
    
    15,321
    
    
    
    54
    
    
    
    15,375Income (loss) from operations
    
    $
    20,920
    
    
    $
    1,976
    
    
    $
    1,119
    
    
    $
    24,015
    
    
    $
    (3,766
    )
    
    
    20,249Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,504Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,704Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12,041
 Nine months ended
    
    Less-than-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate Office
    
    ConsolidatedSeptember 30, 2006
    
    truckload
    
    Logistics
    
    Truckload
    
    Total
    
    and Other
    
    TotalsRevenue
    
    $
    305,494
    
    
    $
    30,082
    
    
    $
    24,704
    
    
    $
    360,280
    
    
    $
    
    
    
    $
    360,280Operating, selling, general and
administrative expenses
    
    
    279,663
    
    
    
    27,702
    
    
    
    22,791
    
    
    
    330,156
    
    
    
    3,136
    
    
    
    333,292Other income (loss)
    
    
    406
    
    
    
    
    
    
    
    (2
    )
    
    
    404
    
    
    
    
    
    
    
    404Depreciation and amortization
    
    
    6,545
    
    
    
    299
    
    
    
    617
    
    
    
    7,461
    
    
    
    34
    
    
    
    7,495Income (loss) from operations
    
    $
    19,692
    
    
    $
    2,081
    
    
    $
    1,294
    
    
    $
    23,067
    
    
    $
    (3,170
    )
    
    
    19,897Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    621Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,992Net income before cumulative
effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,284Effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    141Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    14,425
 12




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##### Table of Contents



14. United States and Canadian accounting policy differences
  (a) Consolidated reconciliation of net income and shareholders equity
  Net income
    
    Net IncomeThree months ended
    
    Nine months ended
    

Shareholders equity2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006Balance as at Sept. 30, based on United States GAAP
    
    $
    3,121
    
    
    $
    4,885
    
    
    $
    12,041
    
    
    $
    14,425
    
    
    $
    189,197
    
    
    $
    156,578Effect of change in accounting principle (i)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (141
    )
    
    
    (141
    )
    
    
    (141
    )Foreign exchange adjustment (ii)
    
    
    (600
    )
    
    
    
    
    
    
    (1,314
    )
    
    
    
    
    
    
    (456
    )
    
    
    858Unrealized foreign exchange loss on derivative instrument
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101
    )
    
    
    (101
    )Accumulated other comprehensive income adjustment (ii)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    557
    
    
    
    (757
    )Balance as at Sept. 30, based on Canadian GAAP
    
    $
    2,521
    
    
    $
    4,885
    
    
    $
    10,727
    
    
    $
    14,284
    
    
    $
    189,056
    
    
    $
    156,437
 
 (i)
    
    The adoption of SFAS 123(R)  Share-Based Payments only applies to United States GAAP.
Therefore, the effect of a change in accounting principle does not impact Canadian GAAP net
income or shareholders equity.(ii)
    
    The Company had a foreign exchange loss of $0.6 million and $1.3 million for the three
months and nine months ended September 30, 2007, respectively, that did not represent a
substantially complete liquidation of a foreign operation in the current period. In
previous years, 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 and losses 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 on a
cumulative basis is decreased $0.5 million (2006  increased $0.9 million) with a
corresponding increase (2006  decrease) to the cumulative translation adjustment included
in accumulated other comprehensive income. Earnings per share
 Three months
    
    Three months
    
    Nine months
    
    Nine monthsEnded
    
    Ended
    
    Ended
    
    EndedSept 30, 2007
    
    Sept 30, 2006
    
    Sept 30 2007
    
    Sept 30, 2006Earnings per shareCanadian GAAPBasic
    
    $
    0.19
    
    
    $
    0.38
    
    
    $
    0.80
    
    
    $
    1.12Diluted
    
    $
    0.18
    
    
    $
    0.38
    
    
    $
    0.79
    
    
    $
    1.10
 Three months
    
    Three months
    
    Nine months
    
    Nine monthsEnded
    
    Ended
    
    Ended
    
    EndedSept 30, 2007
    
    Sept 30, 2006
    
    Sept 30 2007
    
    Sept 30, 2006Weighted average number of shares:Basic
    
    
    13,475,685
    
    
    
    12,744,936
    
    
    
    13,459,180
    
    
    
    12,710,225Potential exercise of stock options
    
    
    193,134
    
    
    
    221,899
    
    
    
    201,543
    
    
    
    246,436Diluted
    
    
    13,668,819
    
    
    
    12,966,835
    
    
    
    13,660,723
    
    
    
    12,956,661
 13




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##### Table of Contents



14. United States and Canadian accounting policy differences (continued)
 (b)
    
    Derivative accountingPreviously under Canadian GAAP, gains and losses on derivatives that are designated as hedges
and that manage the underlying risks of anticipated transactions are not recorded until the
underlying hedged item is recorded in net income and hedge ineffectiveness is not recorded until
settlement. On January 1, 2007, the Company adopted CICA 3865, Hedges, in accordance with the
transitional provisions. Under the transitional provision any hedging relationships that existed
and satisfy all the conditions of CICA 3865 are adjusted to the carrying amounts that would have
resulted had CICA 3865 always been applied. Based on the transitional provision there is no longer
a difference in accounting for derivatives for the Company between United States and Canadian GAAP.On January 1, 2007, the Company adopted CICA 3855, Financial Instruments  Recognition and
Measurement. Management evaluated the effect of the standard on the consolidated financial
statements and concluded that the Company does not have a difference between United States and
Canadian GAAP upon adoption of the standard.(c)
    
    Comprehensive incomeOn January 1, 2007, the Company adopted CICA 1530, Comprehensive Income, in accordance with
the appropriate provisions of the standard. The Company reports comprehensive income as part of
its United States GAAP reporting, therefore, the adoption of this standard eliminates this
presentation difference between United States and Canadian GAAP. However, there may be measurement
differences between comprehensive income under United States and Canadian GAAP.
 15. Comparative figures
  14




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Results of Operation
 This MD&A and the documents incorporated by reference contains forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities laws concerning Vitrans business, operations, and financial
performance and condition.
 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 variation on these words or
comparable terminology. These forward-looking statements are based on current expectations and are
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.
 The 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 a less-than-truckload operation, in a new
regional market;
    
    the Companys objective to achieve revenue growth in the less-than-truckload segment;
    
    the Companys objective to complete information technology initiatives;
    
    the Companys intention to achieve above-average transborder and inter-regional growth
rates;
    
    the Companys intention to add clients that will improve revenue and income from
operations within the Logistics segment;
    
    the Companys intention to achieve operating benefits from linehual optimization and
dock efficiencies after completion of terminal level integration initiatives;
    
    the Companys objective to complete service centre construction and achieve operating
efficiencies;
    
    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.
 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, increase in fuel costs, regulatory change, changes in tax legislation, the general health
of the economy, changes in labor relations, geographic expansion, capital requirements,
availability of financing, claims and insurance costs, environmental hazards, availability of
qualified drivers 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. 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/edgar.shtml . This MD&A
and the documents incorporated by reference contain forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws concerning Vitrans business, operations, and financial performance and condition.
 15




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##### Table of Contents



OVERVIEW
   CONSOLIDATED RESULTS
  For the three months ended Sept 30
    
    For the nine months ended Sept 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Revenue
    
    $
    171,927
    
    
    $
    121,512
    
    
    
    41.5
    %
    
    $
    496,207
    
    
    $
    360,280
    
    
    
    37.7
    %Operating expenses
    
    
    145,457
    
    
    
    101,189
    
    
    
    43.7
    %
    
    
    414,693
    
    
    
    299,617
    
    
    
    38.4
    %SG&A expenses
    
    
    15,633
    
    
    
    11,195
    
    
    
    39.6
    %
    
    
    46,015
    
    
    
    33,675
    
    
    
    36.6
    %Other expenses (income)
    
    
    (53
    )
    
    
    (248
    )
    
    
    (78.6
    %)
    
    
    (125
    )
    
    
    (404
    )
    
    
    (69.1
    %)Depreciation and amortization
    
    
    5,321
    
    
    
    2,579
    
    
    
    106.3
    %
    
    
    15,375
    
    
    
    7,495
    
    
    
    105.1
    %Income from operations
    
    
    5,569
    
    
    
    6,797
    
    
    
    (18.1
    )%
    
    
    20,249
    
    
    
    19,897
    
    
    
    1.8
    %Interest expense, net
    
    
    2,325
    
    
    
    274
    
    
    
    748.5
    %
    
    
    6,504
    
    
    
    621
    
    
    
    947.3
    %Net income
    
    
    3,121
    
    
    
    4,885
    
    
    
    (36.1
    %)
    
    
    12,041
    
    
    
    14,425
    
    
    
    (16.5
    %)Earnings per share:Basic net income
    
    $
    0.23
    
    
    $
    0.38
    
    
    
    
    
    
    $
    0.89
    
    
    $
    1.13Diluted net income
    
    $
    0.23
    
    
    $
    0.38
    
    
    
    
    
    
    $
    0.88
    
    
    $
    1.11Operating Ratio(1)
    
    
    96.8
    %
    
    
    94.4
    %
    
    
    
    
    
    
    95.9
    %
    
    
    94.5
    %
   16




---



##### Table of Contents



(2)
   17




---



##### Table of Contents



SEGMENTED RESULTS
 Less-Than-Truckload (LTL)
  For the three months ended Sept 30
    
    For the nine months ended Sept 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Revenue
    
    $
    150,283
    
    
    $
    102,858
    
    
    
    46.1
    %
    
    $
    437,055
    
    
    $
    305,494
    
    
    
    43.1
    %Income from operations
    
    
    5,687
    
    
    
    6,585
    
    
    
    (13.6
    %)
    
    
    20,920
    
    
    
    19,692
    
    
    
    6.2
    %Operating ratio
    
    
    96.2
    %
    
    
    93.6
    %
    
    
    
    
    
    
    95.2
    %
    
    
    93.6
    %Number of shipments (3)
    
    
    1,032,178
    
    
    
    659,602
    
    
    
    56.5
    %
    
    
    3,071,284
    
    
    
    2,011,252
    
    
    
    52.7
    %Weight (000s of lbs) (4)
    
    
    1,529,573
    
    
    
    1,054,058
    
    
    
    45.1
    %
    
    
    4,553,748
    
    
    
    3,198,160
    
    
    
    42.4
    %Revenue per shipment (5)
    
    $
    145.60
    
    
    $
    155.94
    
    
    
    (6.6
    %)
    
    $
    142.30
    
    
    $
    151.89
    
    
    
    (6.3
    %)Revenue per hundredweight (6)
    
    $
    9.83
    
    
    $
    9.76
    
    
    
    0.7
    %
    
    $
    9.60
    
    
    $
    9.55
    
    
    
    0.5
    %
   Logistics
  For the three months ended Sept 30
    
    For the nine months ended Sept 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Revenue
    
    $
    13,690
    
    
    $
    10,419
    
    
    
    31.4
    %
    
    $
    34,579
    
    
    $
    30,082
    
    
    
    14.9
    %Income from operations
    
    
    800
    
    
    
    929
    
    
    
    (13.9
    %)
    
    
    1,976
    
    
    
    2,081
    
    
    
    (5.0
    %)Operating Ratio
    
    
    94.2
    %
    
    
    91.1
    %
    
    
    
    
    
    
    94.3
    %
    
    
    93.1
    %
  18




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##### Table of Contents



Truckload
  For the three months ended Sept 30
    
    For the nine months ended Sept 30(in thousands)
    
    2007
    
    2006
    
    2007 vs 2006
    
    2007
    
    2006
    
    2007 vs 2006Revenue
    
    $
    7,954
    
    
    $
    8,235
    
    
    
    (3.4
    %)
    
    $
    24,573
    
    
    $
    24,704
    
    
    
    (0.5
    %)Income from operations
    
    
    420
    
    
    
    354
    
    
    
    18.6
    %
    
    
    1,119
    
    
    
    1,294
    
    
    
    (13.5
    %)Operating Ratio
    
    
    94.7
    %
    
    
    95.7
    %
    
    
    
    
    
    
    95.4
    %
    
    
    94.8
    %
 (7)
 LIQUIDITY AND CAPITAL RESOURCES
     For the three months ended Sept 30
    
    For the nine months ended Sept 30(in thousands, unaudited)
    
    2007
    
    2006
    
    2007
    
    2006Real Estate and buildings
    
    $
    2,694
    
    
    $
    3,543
    
    
    $
    8,370
    
    
    $
    10,300Tractors
    
    
    5,245
    
    
    
    883
    
    
    
    10,587
    
    
    
    1,715Trailing fleet
    
    
    1,236
    
    
    
    4,548
    
    
    
    3,921
    
    
    
    6,995Information technology
    
    
    356
    
    
    
    36
    
    
    
    929
    
    
    
    566Leasehold improvements
    
    
    89
    
    
    
    130
    
    
    
    122
    
    
    
    186Other equipment
    
    
    399
    
    
    
    76
    
    
    
    1,250
    
    
    
    983Total
    
    $
    10,019
    
    
    $
    9,216
    
    
    $
    25,179
    
    
    $
    20,745
 19




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##### Table of Contents



off-balance
sheet
  (in thousands of dollars)
    
    
    
    
    
    Payments due by periodContractual Obligations
    
    Total
    
    2007
    
    2008 & 2009
    
    2010 & 2011
    
    ThereafterLong-term debt (LIBOR 4.74% to 6.31%)
    
    $
    61,165
    
    
    $
    2,255
    
    
    $
    20,106
    
    
    $
    28,804
    
    
    $
    10,000Revolving credit facilities
    
    
    36,166
    
    
    Nil
    
    Nil
    
    Nil
    
    
    36,166Capital lease obligations
    
    
    22,851
    
    
    
    2,074
    
    
    
    12,445
    
    
    
    6,435
    
    
    
    1,897Amount due to vendors of acquisitions
    
    
    1,980
    
    
    
    1,980
    
    
    Nil
    
    Nil
    
    NilSub-total
    
    
    122,162
    
    
    
    6,309
    
    
    
    32,551
    
    
    
    35,239
    
    
    
    48,063Operating leases
    
    
    29,297
    
    
    
    3,322
    
    
    
    16,939
    
    
    
    6,805
    
    
    
    2,231Total Contractual Obligations
    
    $
    151,459
    
    
    $
    9,631
    
    
    $
    49,490
    
    
    $
    42,044
    
    
    $
    50,294
   OUTLOOK
     20




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QUARTERLY RESULTS
 U.S. GAAP(thousands of dollars
    
    2007
    
    
    2007
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2005except per share amounts)
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4Revenue
    
    $
    171,927
    
    
    $
    170,144
    
    
    $
    154,136
    
    
    $
    153,779
    
    
    $
    121,512
    
    
    $
    123,641
    
    
    $
    115,127
    
    
    $
    112,975Income from operations
    
    
    5,569
    
    
    
    9,073
    
    
    
    5,607
    
    
    
    8,143
    
    
    
    6,797
    
    
    
    8,128
    
    
    
    4,972
    
    
    
    6,937Net Income
    
    
    3,121
    
    
    
    5,533
    
    
    
    3,387
    
    
    
    4,974
    
    
    
    4,885
    
    
    
    5,776
    
    
    
    3,764
    
    
    
    5,012Earnings per share:Basic
    
    $
    0.23
    
    
    $
    0.41
    
    
    $
    0.25
    
    
    $
    0.37
    
    
    $
    0.38
    
    
    $
    0.45
    
    
    $
    0.30
    
    
    $
    0.40Diluted
    
    
    0.23
    
    
    
    0.41
    
    
    
    0.25
    
    
    
    0.37
    
    
    
    0.38
    
    
    
    0.45
    
    
    
    0.29
    
    
    
    0.39Weighted average number of shares:Basic
    
    
    13,475,685
    
    
    
    13,463,374
    
    
    
    13,438,065
    
    
    
    13,413,153
    
    
    
    12,744,936
    
    
    
    12,732,644
    
    
    
    12,652,075
    
    
    
    12,618,416Diluted
    
    
    13,668,819
    
    
    
    13,661,467
    
    
    
    13,651,872
    
    
    
    13,624,031
    
    
    
    12,966,835
    
    
    
    12,964,761
    
    
    
    12,934,751
    
    
    
    12,930,661
 Canadian GAAP(8)(thousands of dollars
    
    2007
    
    
    2007
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2006
    
    
    2005except per share amounts)
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4
    
    
    Q3
    
    
    Q2
    
    
    Q1
    
    
    Q4Revenue
    
    $
    171,927
    
    
    $
    170,144
    
    
    $
    154,136
    
    
    $
    153,779
    
    
    $
    121,512
    
    
    $
    123,641
    
    
    $
    115,127
    
    
    $
    112,975Income from operations
    
    
    4,969
    
    
    
    8,442
    
    
    
    5,524
    
    
    
    8,143
    
    
    
    6,797
    
    
    
    8,128
    
    
    
    4,972
    
    
    
    6,937Net Income
    
    
    2,521
    
    
    
    4,902
    
    
    
    3,304
    
    
    
    4,974
    
    
    
    4,885
    
    
    
    5,776
    
    
    
    3,623
    
    
    
    5,012Earnings per share:Basic
    
    $
    0.19
    
    
    $
    0.36
    
    
    $
    0.25
    
    
    $
    0.37
    
    
    $
    0.38
    
    
    $
    0.45
    
    
    $
    0.29
    
    
    $
    0.40Diluted
    
    
    0.18
    
    
    
    0.36
    
    
    
    0.24
    
    
    
    0.37
    
    
    
    0.38
    
    
    
    0.45
    
    
    
    0.28
    
    
    
    0.39Weighted average number of shares:Basic
    
    
    13,475,685
    
    
    
    13,463,374
    
    
    
    13,438,065
    
    
    
    13,413,153
    
    
    
    12,744,936
    
    
    
    12,732,644
    
    
    
    12,652,075
    
    
    
    12,618,416Diluted
    
    
    13,668,819
    
    
    
    13,661,467
    
    
    
    13,651,872
    
    
    
    13,624,031
    
    
    
    12,966,835
    
    
    
    12,964,761
    
    
    
    12,934,751
    
    
    
    12,930,661
 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:
 Three months ended Sept 30,
    
    
    Nine months ended Sept 30,(in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Operating expenses
    
    $
    145,457
    
    
    $
    101,189
    
    
    $
    414,693
    
    
    $
    299,617Selling, general and administrative expenses
    
    
    15,633
    
    
    
    11,195
    
    
    
    46,015
    
    
    
    33,675Other expenses (income)
    
    
    (53
    )
    
    
    (248
    )
    
    
    (125
    )
    
    
    (404
    )Depreciation and amortization expense
    
    
    5,321
    
    
    
    2,579
    
    
    
    15,375
    
    
    
    7,495$
    166,358
    
    
    $
    114,715
    
    
    $
    475,958
    
    
    $
    340,383Revenue
    
    $
    171,927
    
    
    $
    121,512
    
    
    $
    496,207
    
    
    $
    360,280Operating ratio (OR)
    
    
    96.8
    %
    
    
    94.4
    %
    
    
    95.9
    %
    
    
    94.5
    %
 (2)
    
    Reconciliation to net income and earnings per share excluding the non-recurring write off of
previously deferred financing costs:
 Three months ended Sept 30,
    
    Nine months ended Sept 30,(in thousands)
    
    2007
    
    2007Net income
    
    $
    3,121
    
    
    $
    12,041Financing costs written-off, net of tax
    
    
    304
    
    
    
    304Adjusted Net Income
    
    $
    3,425
    
    
    $
    12,345
 21




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Three months ended Sept 30,
    
    Nine months ended Sept 30,(in thousands)
    
    2007
    
    2007Weighted average shares outstanding:Basic
    
    
    13,475,695
    
    
    
    13,459,180Diluted
    
    
    13,668,819
    
    
    
    13,660,723Adjusted earnings per share:Basic
    
    $
    0.25
    
    
    $
    0.92Diluted
    
    $
    0.25
    
    
    $
    0.90
 (3)
    
    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.(4)
    
    Weight represents the total pounds shipped.(5)
    
    Revenue per shipment represents revenue divided by the number of shipments.(6)
    
    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.(7)
    
    Revenue per total mile represents revenue divided by the total miles driven.(8)
    
    Please see Note 14 to the Interim Consolidated Financial Statements for differences between
United States and Canadian GAAP.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  (in thousands of dollars)
    
    Payments due by periodLong-term debt
    
    Total
    
    2007
    
    2008 & 2009
    
    2010 & 2011
    
    ThereafterVariable RateTerm bank facility
    
    
    58,000
    
    
    
    2,000
    
    
    
    18,000
    
    
    
    28,000
    
    
    
    10,000Average interest rate
    
    
    6.45
    %
    
    
    6.45
    %
    
    
    6.45
    %
    
    
    6.45
    %
    
    
    6.45
    %Term bank facility
    
    
    3,165
    
    
    
    255
    
    
    
    2,106
    
    
    
    804
    
    
    NilAverage interest rate
    
    
    6.94
    %
    
    
    6.94
    %
    
    
    6.94
    %
    
    
    6.94
    %Revolving bank facility
    
    
    23,600
    
    
    Nil
    
    Nil
    
    Nil
    
    
    23,600Average interest rate (LIBOR)
    
    
    6.45
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.45
    %Revolving bank facility
    
    
    12,566
    
    
    Nil
    
    Nil
    
    Nil
    
    
    12,566Average interest rate (CDN BA)
    
    
    5.94
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.94
    %Fixed RateCapital lease obligations
    
    
    22,851
    
    
    
    2,074
    
    
    
    12,445
    
    
    
    6,435
    
    
    
    1,897Average interest rate
    
    
    6.15
    %
    
    
    6.15
    %
    
    
    6.15
    %
    
    
    6.15
    %
    
    
    6.15
    %Total
    
    $
    120,182
    
    
    $
    4,329
    
    
    $
    32,551
    
    
    $
    35,239
    
    
    $
    48,063
   22




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##### Table of Contents



Item 4. Controls and Procedures
 a)
    
    As of October 22, 2007, 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 September 30, 2007. 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
  
 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
    
    planJuly 01 to July 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670,993Aug 1 to Aug 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670,993Sept 1 to Sept 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670,993Total
    
    
    
    
    
    
    
    
    
    
    
 
 Item 3. Defaults Upon Senior Securities
 
 Item 4. Submission of Matters to a Vote of Security Holders 
 
 Item 5. Other Information
 23




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##### Table of Contents



Item 6. Exhibits and Reports on Form 8-K
 Exhibits
 ExhibitNumber
    
    Description of Exhibit31
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, dated October 22, 2007.32
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, dated October 22, 2007.
 SIGNATURE
  VITRAN CORPORATION INC./s/ SEAN P. WASHCHUK

Sean P. WashchukDate: October 22, 2007
    
    Vice President of Finance and
Chief Financial Officer
(Principle Financial Officer)/s/ FAYAZ D. SULEMANFayaz D. SulemanDate: October 22, 2007
    
    Corporate Controller
(Principle Accounting Officer)
 24