8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   July 20, 2006

Vitran Corporation Inc.

(Exact name of registrant as specified in its charter)

ONTARIO, CANADA	000-26256	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 The West Mall, Suite 701, Toronto, Ontario, Canada	M9C 5L5
(Address of principal executive offices)	(Zip code)

(Registrant’s telephone number, including area code)   416-596-7664

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On July 20, 2006, the Registrant issued the press release attached hereto as Exhibit 99.1, and such press release is incorporated in its entirety by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VITRAN CORPORATION INC.
	By:	/s/ Sean P. Washchuk
		Name:	Sean P. Washchuk
Date: July 24, 2006		Title:	Vice President Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Vitran Reports Record Quarterly Revenue and Net Income $0.45 Diluted EPS on 18 Percent Revenue Rise For Q2 2006

EX-99.1

News Announcement

REMINDER:
Vitran management will conduct a conference call and webcast today, July 20 at 1:00 p.m. (ET), to discuss the Company’s 2006 second quarter results.
Conference call dial-in: 800/706-9124
Live Webcast: www.vitran.com (select “Investor Relations”)

CONTACT:
Richard Gaetz, President/CEO	Robert Rinderman
Sean Washchuk, VP Finance/CFO	Steven Hecht
Vitran Corporation Inc.	Jaffoni & Collins Incorporated
416/596-7664	212/835-8500 or VTNC@jcir.com
FOR IMMEDIATE RELEASE

VITRAN REPORTS RECORD QUARTERLY REVENUE AND NET INCOME
$0.45 DILUTED EPS ON 18 PERCENT REVENUE RISE FOR Q2 2006
- - Extends Net Income Improvement Streak to 19 Consecutive Quarters -

TORONTO, ONTARIO (July 20, 2006) — Vitran Corporation Inc. (NASDAQ: VTNC, TSX: VTN), a North American transportation and logistics firm, today announced record quarterly financial results for the 2006 second quarter ended June 30, 2006 (all figures reported in $U.S.).

Vitran achieved net income of $5.8 million, or 0.45 per diluted share, on revenue of $123.6 million for the 2006 second quarter. In the comparable 2005 quarter, Vitran recorded net income of $4.8 million, or $0.38 per diluted share, on revenue of $105.1 million.

“The 2006 second quarter was another record period for Vitran, as we once again achieved double-digit revenue, net income and EPS growth — extending our streak of net income improvement to 19 consecutive quarters. Our recent less-than-truckload acquisitions are performing as expected, integration plans are progressing, and we are focusing the Company’s cross-marketing efforts into and out of the new geographic regions that Vitran is now serving. These initiatives to improve overall density, combined with efforts to enhance yields and lower costs will lay the foundation for strong results in future periods,” stated Vitran President and Chief Executive Officer Rick Gaetz.

“We have $13 million of cash on hand and an expanded credit facility totalling $75 million, $58 million of which is undrawn, to support potential expansion initiatives and acquisition opportunities to continue growing our North American LTL freight network,” concluded Mr. Gaetz.

During the six-month period ended June 30, 2006, Vitran achieved net income of $9.5 million, or $0.74 per diluted share, on revenue of $238.8 million. In the comparable first half of 2005, the Company reported net income of $7.6 million, or $0.59 per diluted share, on revenue of $199.0 million.

Segmented Results

Income from operations at Vitran’s LTL (less-than-truckload) segment improved 21.3 percent during the 2006 second quarter to $8.0 million, and the LTL segment’s OR (operating ratio) during the three-month period was 92.4, in-line with the year-ago second quarter OR of 92.3. The LTL segment posted an 8.8 percent increase in shipments, 10.1 percent increase in tonnage and a 11.9 percent improvement in revenue per hundredweight, contributing to the improvement in revenue and income from operations.

The Logistics segment achieved a 3.7 percent improvement in income from operations with an OR of 93.8 for the 2006 second quarter, compared to 93.6 for the 2005 period. The Truckload segment recorded income from operations of $530,000, with an OR of 93.5 for the current quarter, compared to $716,000 and a 92.0 OR for the same period a year ago.

About Vitran Corporation Inc.

Vitran Corporation Inc. is a North American group of transportation companies offering less-than-truckload, logistics, truckload, and freight brokerage services. To find out more about Vitran Corporation Inc. (NASDAQ:VTNC, TSX:VTN), visit the website at www.vitran.com.

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Forward-looking statements may be generally identifiable by use of the words “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, “may”, “plans”, “continue”, “will”, “focus should” “endeavor” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on current expectations and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Vitran’s actual results, performance or achievements to differ materially from those projected in the forward-looking statements. Factors that may cause such differences include, but are not limited to, technological change, increases in fuel costs, regulatory changes, the general health of the economy, seasonal fluctuations, unanticipated changes in railroad capacities, exposure to credit risks, changes in labour relations and competitive factors. More detailed information about these and other factors is included in the annual MD&A on Form 10K under the heading “General Risks and Uncertainties.” Many of these factors are beyond the Company’s control; therefore, future events may vary substantially from what the Company currently foresees. You should not place undue reliance on such forward-looking statements. Vitran Corporation Inc. does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

(tables follow)

Vitran Corporation Inc.
Consolidated Balance Sheets
(Unaudited)
(in thousands of United States dollars, US GAAP)

	June 30, 2006		Dec. 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	13,317	$	14,592
Accounts receivable		54,420		46,587
Inventory, deposits and prepaid expenses		7,148		8,396
Future income taxes		2,668		1,442
		77,553		71,017
Capital assets		75,761		66,807
Intangible assets		2,853		2,456
Goodwill		62,917		61,448
	$	219,084	$	201,728
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	49,988	$	41,362
Income and other taxes payable		1,222		1,124
Current portion of long-term debt		2,161		5,845
		53,371		48,331
Long-term debt		7,401		8,588
Future income tax liabilities		6,805		5,007
Shareholders’ equity:
Common shares		64,130		63,604
Additional paid-in capital		1,177		956
Retained earnings		81,093		71,553
Accumulated other comprehensive income		5,107		3,689
		151,507		139,802
	$	219,084	$	201,728

(Statements of Income follows)

Vitran Corporation Inc.

Consolidated Statements Of Income
(Unaudited)
(in thousands of United States dollars except per share amounts, US GAAP)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2006			2005			2006			2005
Revenues	$	123,641		$	105,050		$	238,768		$	198,991
Operating expenses		101,307			86,742			198,428			166,886
Selling, general and administrative expenses		11,737			9,795			22,480			18,612
Other income		(40	)		(17	)		(156	)		(27	)
Depreciation and amortization expense		2,509			1,517			4,916			2,848
		115,513			98,037			225,668			188,319
Income from operations before undernoted		8,128			7,013			13,100			10,672
Interest expense, net		171			86			347			38
Income from operations before income taxes		7,957			6,927			12,753			10,634
Income taxes		2,181			2,131			3,354			3,084
Net income from continuing operations	$	5,776		$	4,796		$	9,399		$	7,550
Cumulative effect of a change in accounting principle	$	—		$	—		$	141		$	—
Net income	$	5,776		$	4,796		$	9,540		$	7,550
Income per share:
Basic
Net income from continuing operations	$	0.45		$	0.39		$	0.74		$	0.61
Cumulative effect of a change in accounting principle		—		$	—		$	0.01		$	—
Net income	$	0.45		$	0.39		$	0.75		$	0.61
Diluted
Net income from continuing operations	$	0.45		$	0.38		$	0.73		$	0.59
Cumulative effect of a change in accounting principle		—		$	—		$	0.01		$	—
Net income	$	0.45		$	0.38		$	0.74		$	0.59
Weighted average number of shares
Basic		12,732,644			12,447,300			12,692,582			12,429,732
Diluted		12,964,761			12,778,285			12,950,673			12,767,134

(Statement of Cash Flows follows)

VITRAN CORPORATION INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands of United States dollars, US GAAP)

	Three months			Three months			Six months			Six months
	Ended			Ended			Ended			Ended
	Jun. 30, 2006			Jun. 30, 2005			Jun. 30, 2006			Jun. 30, 2005
Cash provided by (used in):
Operations:
Net income	$	5,776		$	4,796		$	9,540		$	7,550
Items not involving cash from operations
Depreciation and amortization expense		2,509			1,517			4,916			2,848
Future income taxes		195			82			572			647
Stock based compensation expense		219			164			409			293
Gain 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			9,316
Investments:
Purchase of capital assets		(9,651	)		(623	)		(11,529	)		(6,845	)
Proceeds on sale of capital assets		1,384			24			1,554			38
Acquisition of subsidiary		—			(26,499	)		—			(26,499	)
Acquisition of business assets		—			—			(2,251	)		—
Marketable securities		—			27,412			—			28,781
		(8,267	)		314			(12,226	)		(4,525	)
Financing:
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			42
Repurchase 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	)		2,161
Cash position, beginning of period		14,970			3,765			14,592			7,375
Cash position, end of period	$	13,317		$	9,536		$	13,317		$	9,536
Change 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 recoverable/payable		510			349			98			(412	)
Accounts payable and accrued liabilities		626			2,070			5,151			3,619
	$	(1,509	)	$	254		$	446		$	(1,995	)

(additional financial information follows)

LTL Statistical Information — U.S. and CDN Divisions
(unaudited)

For the quarter ended June 30, 2006
	U.S. LTL		Q. over Q.			CDN LTL		Q. over Q.
($U.S.)	Division		% Change		($CDN)	Division		% Change
Revenue (000’s)	$	62,003		24.0	Revenue (000’s)	$	48,034		5.9
No. of Shipments		472,580		14.2	No. of Shipments		214,540		(1.5	)
Weight (000’s lbs)		683,320		20.2	Weight (000’s lbs)		417,202		(3.2	)
Revenue per shipment	$	131.20		8.6	Revenue per shipment	$	223.89		7.5
Revenue per CWT	$	9.07		3.1	Revenue per CWT	$	11.51		9.3
For the six months ended June 30, 2006
	U.S. LTL		Yr. Over Yr.			CDN LTL		Yr. over Yr.
($U.S.)	Division		% Change		($CDN)	Division		% Change
Revenue (000’s)	$	119,324		28.8	Revenue (000’s)	$	94,106		8.8
No. of Shipments		930,999		19.6	No. of Shipments		420,651		1.3
Weight (000’s lbs)		1,335,952		24.5	Weight (000's lbs)		808,151		(0.4	)
Revenue per shipment	$	128.17		7.7	Revenue per shipment	$	223.72		7.4
Revenue per CWT	$	8.93		3.4	Revenue per CWT	$	11.64		9.3

Supplementary Segmented Financial Information
(000’s of $U.S.)

For the quarter ended June 30, 2006						For the quarter ended June 30, 2005
			Inc. from						Inc. from
	Revenue		Operations		OR%		Revenue		Operations		OR%
LTL		105,213		8,039	92.4	LTL		86,429		6,625		92.3
LOG		10,251		638	93.8	LOG		9,615		615		93.6
TL		8,177		530	93.5	TL		9,006		716		92.0
For the six months ended June 30, 2006						For the six months ended June 30, 2005
			Inc. from						Inc. from
	Revenue		Operations		OR%		Revenue		Operations		OR%
LTL		202,636		13,107	93.5	LTL		162,533		9,887		93.9
LOG		19,663		1,152	94.1	LOG		18,492		980		94.7
TL		16,469		940	94.3	TL		17,966		1,458		91.9

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