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) October 23, 2007

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. Other Events

On October 23, 2007, 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: October 23, 2007		Title:	Vice President Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Vitran Reports 2007 Third Quarter Operating Results

EX-99.1

Exhibit 99.1

News Announcement

REMINDER:
Vitran management will conduct a conference call and webcast today, October 23, 2007 at 1:00 p.m. (ET), to discuss the Company’s 2007 third quarter results.
Conference call dial-in: 800/255-2466
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 2007 THIRD QUARTER OPERATING RESULTS

TORONTO, ONTARIO (October 23, 2007) — Vitran Corporation Inc. (NASDAQ: VTNC, TSX: VTN), a North American transportation and logistics firm, today announced quarterly financial results for the 2007 third quarter ended September 30, 2007 (all figures reported in $U.S.).

Vitran achieved net income of $3.1 million, or $0.23 per diluted share, on revenue of $171.9 million for the three-month period. As previously announced, the Company incurred a one-time, $0.3 million write-off of previously capitalized syndication costs, net of taxes, as a result of refinancing its debt with a new five-year bank syndication agreement that commenced August 1, 2007. The write-off impacted Vitran’s Q3 ’07 EPS by $0.02. In the comparable 2006 quarter, Vitran recorded net income of $4.9 million, or $0.38 per diluted share, on revenue of $121.5 million.

“We are clearly disappointed with Vitran’s third quarter results, as we came up short of our expectations due to a continuation of the highly competitive operating environment that impacted revenue growth and has put pressure on industry operating margins in recent quarters,” stated Vitran President and Chief Executive Officer Rick Gaetz. “While we are pleased with our penetration into new markets, we must improve in our core regional markets,” he continued.

“Despite the near-term economic challenges, the entire Vitran organization is focused on building our North American freight network and the solid corporate infrastructure that will be our backbone for achieving long-term growth. Our new hybrid operating system is now up and running successfully at PJAX and the Company’s operational integration is moving ahead, as planned,” concluded Mr. Gaetz.

During the nine-month period ended September 30, 2007, Vitran achieved net income of $12.0 million, or $0.88 per diluted share, on revenue of $496.2 million. The aforementioned one-time write-off of

Vitran Q3 2007, 10/23/07 page 2 of 7

previously capitalized syndication costs impacted nine-month EPS by $0.02. In the comparable nine months of 2006, the Company had net income of $14.4 million, or $1.11 per diluted share, on revenue of $360.3 million.

Segmented Results
Income from operations at Vitran’s LTL (less-than-truckload) segment was $5.7 million, with an OR (operating ratio) of 96.2, compared to Q3 ‘06 operating income of $6.6 million and an OR of 93.6. The LTL segment achieved a 56.5 percent increase in shipments, while tonnage rose 45.1 percent, during the period — due to the acquisition of PJAX. Revenue per hundredweight increased 0.7 percent, while revenue per shipment declined 6.6 percent, on a year-over-year basis.

The Logistics segment posted income from operations of $800,000 during Q3 ‘07, and its OR was 94.2. In Q3 ’06, the logistics unit had operating income of $929,000, with an OR of 91.1. Income from operations at the Truckload segment rose to $420,000, compared to $354,000 in the year-ago quarter, and OR improved to 94.7, versus 95.7 in the prior year.

Management’s 2007 EPS Guidance
While we are clearly unhappy with 2007 third quarter results, it is now obvious that we will not meet our annual guidance of $1.60 to $1.70 per share. We expect the challenging operating environment experienced in the third quarter to continue through the fourth quarter of 2007.

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,

Vitran Q3 2007, 10/23/07 page 3 of 7

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.” Additional information regarding non-GAAP measures is also included on Form 10K. 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.

(financial statements follow)

Vitran Q3 2007, 10/23/07 page 4 of 7

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

	Sept. 30, 2007		Dec. 31, 2006
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3,819	$	1,454
Accounts receivable		81,419		66,051
Inventory, deposits and prepaid expenses		10,122		10,796
Income tax receivable		1,481		—
Deferred income taxes		3,776		1,720
		100,617		80,021
Property and equipment		163,195		145,129
Intangible assets		14,205		15,888
Goodwill		119,811		117,146
Other		—		150
	$	397,828	$	358,334
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	75,650	$	67,916
Income and other taxes payable		—		1,275
Current portion of long-term debt		16,919		15,724
		92,569		84,915
Long-term debt		103,263		93,139
Other		3,003		—
Deferred income taxes		9,547		6,983
Shareholders’ equity:
Common shares		77,484		76,913
Additional paid-in capital		2,159		1,607
Retained earnings		102,974		90,933
Accumulated other comprehensive income		6,829		3,844
		189,446		173,297
	$	397,828	$	358,334

(Statements of Income follows)

Vitran Q3 2007, 10/23/07 page 5 of 7

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

	Three Months						Nine Months
	Ended Sept. 30,						Ended Sept. 30,
	2007			2006			2007			2006
Revenues	$	171,927		$	121,512		$	496,207		$	360,280
Operating expenses		145,457			101,189			414,693			299,617
Selling, general and administrative expenses		15,633			11,195			46,015			33,675
Other income		(53	)		(248	)		(125	)		(404	)
Depreciation and amortization expense		5,321			2,579			15,375			7,495
		166,358			114,715			475,958			340,383
Income from operations before undernoted		5,569			6,797			20,249			19,897
Interest expense, net		2,325			274			6,504			621
Income from operations before income taxes		3,244			6,523			13,745			19,276
Income taxes		123			1,638			1,704			4,992
Net income from continuing operations	$	3,121		$	4,885		$	12,041		$	14,284
Cumulative effect of change in accounting principle		—			—			—			141
Net income	$	3,121		$	4,885		$	12,041		$	14,425
Income per share:
Basic
Net income from continuing operations	$	0.23		$	0.38		$	0.89		$	1.12
Cumulative effect of change in accounting principle		—			—			—			0.01
Net income	$	0.23		$	0.38		$	0.89		$	1.13
Diluted
Net income from continuing operations	$	0.23		$	0.38		$	0.88		$	1.10
Cumulative effect of change in accounting principle		—			—			—			0.01
Net income	$	0.23		$	0.38		$	0.88		$	1.11
Weighted average shares outstanding
Basic		13,475,685			12,744,936			13,459,180			12,710,225
Diluted		13,668,819			12,966,835			13,660,723			12,956,661

(Statements of Cash Flows follows)

Vitran Q3 2007, 10/23/07 page 6 of 7

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

	Three months			Three months			Nine months			Nine months
	Ended			Ended			Ended			Ended
	Sept. 30, 2007			Sept. 30, 2006			Sept. 30, 2007			Sept. 30, 2006
Cash provided by (used in):
Operations:
Net income	$	3,121		$	4,885		$	12,041		$	14,425
Items not involving cash from operations:
Cumulative effect of change in accounting principle		—			—			—			(141	)
Depreciation and amortization expense		5,321			2,579			15,375			7,495
Deferred income taxes		(2,608	)		1,019			(13	)		1,591
Share-based compensation expense		261			218			720			627
Gain on sale of property and equipment		(53	)		(248	)		(125	)		(404	)
Change in non-cash working capital components		4,461			551			(1,302	)		997
		10,503			9,004			26,696			24,590
Investments:
Purchase of property and equipment		(5,458	)		(9,216	)		(16,878	)		(20,745	)
Proceeds on sale of property and equipment		74			509			312			2,063
Additional payment 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			15,030
Proceeds from long-term debt					70,500						70,500
Repayment 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			84,048
Effect of translation adjustment on cash		(1,256	)		87			(2,258	)		(90	)
Increase (decrease) in cash position		2,772			88,890			2,365			87,615
Cash position, beginning of period		1,047			13,317			1,454			14,592
Cash position, end of period	$	3,819		$	102,207		$	3,819		$	102,207
Change in non-cash working capital components:
Accounts receivable	$	(2,004	)	$	(240	)	$	(15,368	)	$	(6,669	)
Inventory, deposits and prepaid expenses		233			(2,129	)		1,316			(503	)
Income and other taxes receivable/payable		2,866			495			(3,121	)		593
Other liabilities		300			—			2,389			—
Accounts payable and accrued liabilities		3,066			2,425			13,482			7,576
	$	4,461		$	551		$	(1,302	)	$	997
Supplemental cash flow information
Capital lease additions	$	4,561		$	—		$	8,301		$	—

(additional financial information follows)

Vitran Q3 2007, 10/23/07 page 7 of 7

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

For the quarter ended							For the quarter ended
Sept. 30, 2007							Sept. 30, 2006
			Inc. from							Inc. from
	Revenue		Operations		OR%			Revenue		Operations		OR%
LTL		150,283		5,687		96.2	LTL		102,858		6,585		93.6
LOG		13,690		800		94.2	LOG		10,419		929		91.1
TL		7,954		420		94.7	TL		8,235		354		95.7

For the nine months							For the nine months
ended Sept. 30, 2007							ended Sept. 30, 2006
			Inc. from							Inc. from
	Revenue		Operations		OR%			Revenue		Operations		OR%
LTL		437,055		20,920		95.2	LTL		305,494		19,692		93.6
LOG		34,579		1,976		94.3	LOG		30,082		2,081		93.1
TL		24,573		1,119		95.4	TL		24,704		1,294		94.8

LTL SEGMENT — Statistical Information
(Unaudited)

Combined LTL (in US$)	LTL Division		Q. vs, Q. % change
3rd Quarter 2007
Revenue ($000’s)	$	150,283		46.1	%
No. of Shipments		1,032,178		56.5	%
Weight (000’s lbs)		1,529,573		45.1	%
Revenue per shipment	$	145.60		-6.6	%
Revenue per CWT	$	9.83		0.7	%
Year-to-date			9 mo. vs. 9 mo. % change
Revenue ($000’s)	$	437,055		43.1	%
No. of Shipments		3,071,284		52.7	%
Weight (000’s lbs)		4,553,748		42.4	%
Revenue per shipment	$	142.30		-6.3	%
Revenue per CWT	$	9.60		0.5	%

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