10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

    x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

or

    ¨     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: 001-32449

VITRAN CORPORATION INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada	98-0358363
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5

(Address of principal executive offices and zip code)

416-596-7664

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 16,399,241 common shares outstanding at October 24, 2012

TABLE OF CONTENTS

Item		Page
PART I	Financial Information
1.	Financial Statements		3
2.	Management’s Discussion and Analysis		12
3.	Quantitative and Qualitative Disclosures About Market Risk		19
4.	Controls and Procedures		19
PART II	Other Information
1.	Legal Proceedings		20
1. A	Risk Factors		20
2.	Unregistered Sale of Equity and Use of Proceeds		20
3.	Defaults Upon Senior Securities		20
4.	Mine Safety Disclosures		20
5.	Other Information		20
6.	Exhibits and Reports on Form 8-K		21

2

Part I. Financial Information

Item 1: Financial Statements

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

(In thousands of United States dollars except for per share amounts)

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Revenue	$	206,220		$	206,159		$	627,065		$	600,428
Operating expenses:
Salaries, wages and other employee benefits		84,899			79,958			252,986			229,452
Purchased transportation		31,853			32,814			95,298			97,431
Depreciation and amortization		4,277			3,976			12,436			12,373
Maintenance		9,562			9,656			29,438			26,742
Rents and leases		12,165			10,469			35,183			27,725
Purchased labor and owner operators		19,872			19,579			56,528			58,163
Fuel and fuel-related expenses		33,474			34,509			106,441			100,713
Other operating expenses		18,211			15,933			53,250			47,403
Other (income) loss		(188	)		4			(238	)		(101	)
Total operating expenses	$	214,125			206,898		$	641,322			599,901
Income (loss) from operations before undernoted		(7,905	)		(739	)		(14,257	)		527
Interest expense, net		1,353			1,694			3,994			4,347
Loss from operations before income taxes		(9,258	)		(2,433	)		(18,251	)		(3,820	)
Income tax expense		842			987			1,828			2,121
Net loss	$	(10,100	)	$	(3,420	)	$	(20,079	)	$	(5,941	)
Loss per share:
Basic and Diluted	$	(0.62	)	$	(0.21	)	$	(1.23	)	$	(0.36	)
Weighted average number of shares:
Basic		16,399,241			16,330,171			16,388,569			16,325,250
Diluted		16,399,241			16,330,171			16,388,569			16,325,250

See accompanying notes to consolidated financial statements

3

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands of United States dollars)

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Net loss	$	(10,100	)	$	(3,420	)	$	(20,079	)	$	(5,941	)
Other comprehensive income (loss):
Change in foreign currency translation adjustment (net of income tax expense (recovery) of $1 and $(4) for the three and nine months ended September 30, 2012; 2011 – $(95) and $158)		133			(2,555	)		84			(1,548	)
Change in unrealized fair value of derivatives designated as cash flow hedges (net of income taxes of $35 and $129 for the three and nine months ended September 30, 2011)		—			89			—			330
Other comprehensive income (loss)	$	133		$	(2,466	)	$	84		$	(1,218	)
Comprehensive loss	$	(9,967	)	$	(5,886	)	$	(19,995	)	$	(7,159	)

See accompanying notes to consolidated financial statements

4

VITRAN CORPORATION INC.

CONSOLIDATED BALANCE SHEETS

(In thousands of United States dollars)

	Sept 30, 2012 (Unaudited)			Dec 31,  2011 (Audited)
Assets
Current assets:
Cash and cash equivalents	$	—		$	1,204
Accounts receivable		89,907			83,479
Inventory, deposits and prepaid expenses		11,720			11,872
Deferred income taxes		178			175
Total current assets		101,805			96,730
Property and equipment		134,180			125,219
Intangible assets		3,960			5,805
Goodwill		14,526			14,314
Total assets	$	254,471		$	242,068
Liabilities and Shareholders’ Equity
Current liabilities:
Bank overdraft	$	521		$	—
Accounts payable and accrued liabilities		89,242			80,818
Income and other taxes payable		766			1,266
Current liabilities of discontinued operations		—			61
Current portion of long-term debt		5,394			6,817
Total current liabilities		95,923			88,962
Long-term debt		92,010			67,072
Deferred income taxes		1,080			1,061
Shareholders’ equity:
Common shares, no par value, unlimited authorized, 16,399,241 and 16,331,241 issued and outstanding at September 30, 2012 and December 31, 2011, respectively		99,954			99,746
Additional paid-in capital		5,606			5,334
Accumulated deficit		(44,993	)		(24,914	)
Accumulated other comprehensive income		4,891			4,807
Total shareholders’ equity		65,458			84,973
Contingent liabilities (note 6)
Total liabilities and shareholders’ equity	$	254,471		$	242,068

See accompanying notes to consolidated financial statements

5

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands of United States dollars, except share amounts)

	Common shares				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity
	Shares		Amount
December 31, 2011		16,331,241	$	99,746	$	5,334		$	(24,914	)	$	4,807		$	84,973
Shares issued upon exercise of employee stock options		68,000		208		(57	)		—			—			151
Net loss		—		—		—			(20,079	)		—			(20,079	)
Other comprehensive income		—		—		—			—			84			84
Share-based compensation		—		—		329			—			—			329
September 30, 2012		16,399,241	$	99,954	$	5,606		$	(44,993	)	$	4,891		$	65,458
	Common shares				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity
	Shares		Amount
December 31, 2010		16,300,041	$	99,658	$	4,838		$	(10,901	)	$	5,252		$	98,847
Shares issued upon exercise of employee stock options		31,200		88		(5	)		—			—			83
Net loss		—		—		—			(5,941	)		—			(5,941	)
Other comprehensive loss		—		—		—			—			(1,218	)		(1,218	)
Share-based compensation		—		—		376			—			—			376
September 30, 2011		16,331,241	$	99,746	$	5,209		$	(16,842	)	$	4,034		$	92,147

See accompanying notes to consolidated financial statements

6

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands of United States dollars)

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Cash provided by (used in):
Operations:
Net loss	$	(10,100	)	$	(3,420	)	$	(20,079	)	$	(5,941	)
Items not involving cash from operations:
Depreciation and amortization		4,277			3,976			12,436			12,373
Deferred income taxes		24			168			16			227
Share-based compensation expense		102			115			329			376
(Gain) loss on sale of property and equipment		(188	)		4			(238	)		(101	)
Change in non-cash working capital components		2,445			(580	)		1,648			(4,284	)
Continuing operations		(3,440	)		263			(5,888	)		2,650
Discontinued operations		—			(64	)		(61	)		(590	)
		(3,440	)		199			(5,949	)		2,060
Investments:
Purchases of property and equipment		(6,249	)		(757	)		(13,792	)		(7,365	)
Proceeds on sale of property and equipment		335			108			1,902			437
Acquisition of business assets		—			—			—			(1,737	)
		(5,914	)		(649	)		(11,890	)		(8,665	)
Financing:
Change in revolving credit facility and bank overdraft		9,731			5,079			20,711			19,694
Repayment of long-term debt		(743	)		(5,000	)		(1,476	)		(11,000	)
Repayment of capital leases		(744	)		(840	)		(2,531	)		(2,750	)
Issue of common shares upon exercise of employee stock options		—			3			151			83
		8,244			(758	)		16,855			6,027
Effect of foreign exchange translation on cash		(201	)		1,208			(220	)		578
Decrease in cash and cash equivalents		(1,311	)		—			(1,204	)		—
Cash and cash equivalents, beginning of period		1,311			—			1,204			—
Cash and cash equivalents, end of period	$	—		$	—		$	—		$	—
Change in non-cash working capital components:
Accounts receivable	$	802		$	4,348		$	(6,428	)	$	(17,524	)
Inventory, deposits and prepaid expenses		(106	)		(846	)		152			(946	)
Income and other taxes payable		104			272			(500	)		637
Accounts payable and accrued liabilities		1,645			(4,354	)		8,424			13,549
	$	2,445		$	(580	)	$	1,648		$	(4,284	)
Supplemental disclosure of non-cash transactions:
Capital lease additions		—			262			5,745			262

See accompanying notes to consolidated financial statements

7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of United States dollars except for per share amounts)

1. Accounting Policies

The interim consolidated financial statements have been prepared in accordance with the rules prescribed for filing interim financial statements and accordingly, do not contain all the disclosures that may be necessary for complete financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”). The interim consolidated financial statements have been prepared in accordance with instructions to Quarterly Report on Form 10-Q. The interim consolidated financial statements should be read in conjunction with the Company’s 2011 Annual Report on Form 10-K. The interim consolidated financial statements follow the same accounting principles and methods of application as the most recent annual consolidated financial statements, except as noted in Note 2.

These interim unaudited consolidated financial statements reflect all adjustments which are, in the opinion of Management, necessary for a fair presentation of the results of the interim period presented. Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2012.

2. New Accounting Pronouncements

FASB Accounting Standard Update (“ASU”) No. 2011-08, Testing Goodwill for Impairment, permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. FASB ASU No. 2011-08 was adopted by the Company on January 1, 2012. As at September 30, 2012, the Company completed its annual goodwill impairment test and concluded that there was no impairment.

FASB ASU No. 2011-05, Presentation of Comprehensive Income, requires entities to present net income and comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and comprehensive income. FASB has amended FASB ASU No. 2011-05 with FASB ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards No. 2011-05, which defers the effective date of certain requirements outlined in FASB ASU No. 2011-05 until further deliberated and reinstates the requirements for presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of FASB ASU No. 2011-05. FASB ASU No. 2011-05 was adopted by the Company on January 1, 2012.

FASB ASU No. 2011-04, Fair Value Measurement, provides guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The new standard requires the Company to report the level in the fair value hierarchy of assets and liabilities not measured at fair value on the balance sheet, but for which the fair value is disclosed, and to expand existing disclosures. FASB ASU No. 2011-04 was adopted by the Company on January 1, 2012.

3. Foreign Currency Translation

A majority of the Company’s shareholders, customers and industry analysts are located in the United States. Accordingly, the Company has adopted the United States dollar as its reporting currency.

The United States dollar is the functional currency of the Company’s operations in the United States. The Canadian dollar is the functional currency of the Company’s Canadian operations. Each operation translates foreign currency denominated transactions into its functional currency using the rate of exchange in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency of the operation using the period-end rate of exchange giving rise to a gain or loss that is recognized in income during the current period.

8

The revaluation of United States dollar denominated debt held by the parent entity with a Canadian functional currency, that hedges the net investment in the Company’s United States dollar denominated self-sustaining subsidiaries, is recorded to other comprehensive income. In a hedge of a net investment in self-sustaining foreign subsidiaries, the portion of the gain or loss on the hedging item that is determined to be an effective hedge is recognized in other comprehensive income and the ineffective portion is recognized in earnings. For consolidation purposes, the United States operations are translated into Canadian dollars using the current period-end rate with the resulting translation adjustment recorded in other comprehensive income. For reporting purposes, the consolidated operations are translated into United States dollars using the current rate method. Under this method, all assets and liabilities are translated at the period-end rate of exchange and all revenue and expense items are translated at the average rate of exchange for the period. The resulting translation adjustment is recorded as a separate component of shareholders’ equity.

In respect of other transactions denominated in currencies other than the Canadian dollar, the monetary assets and liabilities of the Company are translated at the period-end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in income.

4. Computation of Loss per Share

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Numerator:
Net loss	$	(10,100	)	$	(3,420	)	$	(20,079	)	$	(5,941	)
Denominator:
Basic weighted-average shares outstanding		16,399,241			16,330,171			16,388,569			16,325,250
Dilutive weighted-average shares outstanding		16,399,241			16,330,171			16,388,569			16,325,250
Basic loss per share	$	(0.62	)	$	(0.21	)	$	(1.23	)	$	(0.36	)
Diluted loss per share	$	(0.62	)	$	(0.21	)	$	(1.23	)	$	(0.36	)

Due to the net loss for the three and nine months ended September 30, 2012 and September 30, 2011, dilutive common share equivalents have no effect on the loss per share.

5. Assets Held for Sale

The Company has certain assets that are classified as assets held for sale. These assets are carried on the balance sheet at the lower of the carrying amount or estimated fair value, less cost to sell. Once an asset is classified held for sale, there is no further depreciation taken on the asset. At September 30, 2012, the net book value of assets held for sale was approximately $2.2 million (December 31, 2011 - $3.5 million). This amount is included in property and equipment on the balance sheet.

6. Contingent Liabilities

The Company is subject to legal proceedings that arise in the ordinary course of business. In the opinion of Management, the aggregate liability, if any, with respect to these actions, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Legal costs are expensed as incurred.

7. Income Taxes

The Company established a valuation allowance for all U.S. deferred tax assets as required by FASB ASC 740-10. During the nine months ended September 30, 2012, the Company increased the valuation allowance by $8.5 million (2011 - $5.0 million) to $56.9 million.

9

8. Risk Management Activities and Fair Value Measurements

The Company is exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading purposes.

Interest Rate Swaps

The Company is exposed to interest rate volatility with regard to existing variable rate debt. The Company had entered into variable-to-fixed interest rate swaps on variable rate term debt and revolving debt to limit its exposure to changing interest rates and future cash flows for interest. The interest rate swaps provided for the Company to pay an amount equal to a specified fixed rate of interest times a notional principal amount and to receive in return an amount equal to a variable rate of interest times the same notional amount. The swaps were accounted for as cash flow hedges. The effective portions of changes in fair value of the interest rate swaps were recorded in accumulated other comprehensive income and were recognized into income in the same year in which the hedged forecasted transaction affects income. Ineffective portions of changes in fair value are recognized into income as they occur. At September 30, 2012, there were no interest rate swaps outstanding.

Hedges of net investment in self-sustaining operations

United States dollar denominated debt of $0.1 million held by an entity with a Canadian dollar functional currency is designated as a hedge against the Company’s exposure for a portion of its net investment in self-sustaining U.S. dollar denominated subsidiaries with a view to reducing the impact of foreign exchange fluctuations. The foreign exchange effect of both the U.S. dollar debt and the net investment in U.S. dollar denominated subsidiaries is reported in other comprehensive income. As at September 30, 2012, the Company’s net investment in U.S. dollar denominated subsidiaries totalled $217.3 million. No ineffectiveness has been recorded in earnings as the notional amounts of the hedging item equals the portion of the net investment balance being hedged.

Financial Instruments

The fair values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these financial instruments. The fair value of the Company’s long-term debt, determined based on the future cash flows associated with each debt instrument discounted using an estimate of the Company’s current borrowing rate for similar debt instruments of comparable maturity, is approximately equal to their carrying value at September 30, 2012 and December 31, 2011.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value of the Company’s cash and cash equivalents and long-term debt are classified as Level 1 and Level 2, respectively.

10

9. Segmented Information

The Company’s business operations are grouped into two operating segments: Less-than-truckload (LTL) and Supply Chain Operation (SCO), which provide transportation and supply chain services in Canada and the United States.

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Revenue:
LTL	$	176,209		$	176,407		$	538,585		$	513,758
SCO		30,011			29,752			88,480			86,670
Corporate office and other		—			—			—			—
	$	206,220		$	206,159		$	627,065		$	600,428
	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Operating income (loss) from operations:
LTL	$	(9,178	)	$	(2,878	)	$	(17,320	)	$	(3,135	)
SCO		2,569			2,922			7,038			7,349
Corporate office and other		(1,296	)		(783	)		(3,975	)		(3,687	)
	$	(7,905	)	$	(739	)	$	(14,257	)	$	527
	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Depreciation and amortization:
LTL	$	3,925		$	3,582		$	11,401		$	11,160
SCO		326			354			960			1,088
Corporate office and other		26			40			75			125
	$	4,277		$	3,976		$	12,436		$	12,373

11

Item 2. Management’s Discussion and Analysis of Results of Operation

The following discussion should be read in conjunction with our unaudited consolidated interim financial statements for the three and nine months ended September 30, 2012 and the notes thereto as included in Item 1 of this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q 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.

This Quarterly Report on Form 10-Q contains forward-looking statements regarding, but not limited to, the following:

• the Company’s expectation that efficiencies and optimization of technology within the U.S. LTL business unit will reduce salaries, wages and employee benefits expense as a percentage of revenue;

• the Company’s expectation that revenue per hundredweight will increase in upcoming quarters as the freight mix and internal leadership in the pricing department impacts the LTL segment;

• the Company’s expectation that it will be able to reduce maintenance expense in future periods;

• the Company’s expectation that operating initiatives implemented will continue to improve productivity and service levels within the U.S. LTL business unit;

• the Company’s expectation that fuel economy will continue to improve moderately and as a result fuel costs will decrease;

• the Company’s expectation that operational improvements within the U.S. LTL business unit will have a positive impact on future financial results;

• the Company’s expectation that activity levels will improve;

• the Company’s ability to maintain DSO below 40 days;

• the Company’s intention to purchase a specified level of property and equipment and to finance such acquisitions with cash flow from operations, capital and operating leases and, if necessary, from the Company’s revolving credit facilities;

• the Company’s ability to generate future operating cash flows from profitability and managing working capital;

• the Company’s ability to grow the SCO segment at current margins;

• the Company’s expectation that the two new dedicated facilities within the SCO segment will positively impact earnings during the remainder of 2012;

• the Company’s operational plan will improve service and efficiencies in the U.S. LTL business unit; and

• the Company’s ability to benefit from an improvement in the economic and pricing environment.

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, foreign currency fluctuations, claims and insurance costs, environmental hazards, availability of qualified drivers and competitive factors. More detailed information about these and other factors is included in Item 1A – Risk Factors in the Company’s 2011 Annual Report on Form 10-K. 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.

12

CONSOLIDATED RESULTS

The following table summarizes the Consolidated Statements of Loss for the three and nine months ended September 30:

	For the three months ended Sept 30,									For the nine months ended Sept 30,
(in thousands)	2012			2011			2012 vs 2011			2012			2011			2012 vs 2011
Revenue	$	206,220		$	206,159			0.0	%	$	627,065		$	600,428			4.4	%
Salaries, wages and other employee benefits		84,899			79,958			6.2	%		252,986			229,452			10.3	%
Purchased transportation		31,853			32,814			(2.9	%)		95,298			97,431			(2.2	%)
Depreciation and amortization		4,277			3,976			7.6	%		12,436			12,373			0.5	%
Maintenance		9,562			9,656			(1.0	%)		29,438			26,742			10.1	%
Rents and leases		12,165			10,469			16.2	%		35,183			27,725			26.9	%
Purchased labor and owner operators		19,872			19,579			1.5	%		56,528			58,163			(2.8	%)
Fuel and fuel-related expenses		33,474			34,509			(3.0	%)		106,441			100,713			5.7	%
Other operating expenses		18,211			15,933			14.3	%		53,250			47,403			12.3	%
Other (income) loss		(188	)		4			(4,800.0	%)		(238	)		(101	)		135.6	%
Total Expenses	$	214,125		$	206,898			3.5	%	$	641,322		$	599,901			6.9	%
Income (loss) from operations		(7,905	)		(739	)		969.7	%		(14,257	)		527			(2,805.3	%)
Interest expense, net		1,353			1,694			(20.1	%)		3,994			4,347			(8.1	%)
Income tax expense		842			987			(14.7	%)		1,828			2,121			(13.8	%)
Net loss	$	(10,100	)	$	(3,420	)		195.3	%	$	(20,079	)	$	(5,941	)		238.0	%
Loss per share:
Basic	$	(0.62	)	$	(0.21	)				$	(1.23	)	$	(0.36	)
Diluted	$	(0.62	)	$	(0.21	)				$	(1.23	)	$	(0.36	)
Operating Ratio (1)		103.8	%		100.4	%					102.3	%		99.9	%

Revenue was flat at $206.2 million for the third quarter of 2012 compared to the third quarter of 2011. Revenue in the LTL segment was level in the current quarter with the third quarter of 2011, while revenue in the SCO segment increased 0.9% compared to the third quarter of 2011. Revenue for the third quarter of 2012 was negatively impacted by one less working day in the third quarter of 2012 compared to the third quarter of 2011. For the nine-months ended September 30, 2012, revenue increased 4.4% to $627.1 million compared to $600.4 million for the nine-month period ended September 30, 2011. Consolidated revenue for the comparable nine-month period was impacted by a weaker Canadian dollar and increase in fuel surcharge revenue accounting for $2.8 million of the total revenue increase. Detailed explanations for the fluctuations in revenue are discussed below in “Segmented Results”.

Salaries, wages and other employee benefits increased 6.2% for the third quarter of 2012 compared to the same period a year ago. For the nine-month period ended September 30, 2012, salaries, wages and other employee benefits increased 10.3% compared to the same nine-month period a year ago. This compares with a 5.3% increase in employee headcount compared to September 30, 2011. Headcount increased mid-way through the first quarter of 2011 resulting from the acquisition of the Milan Express Inc. (“Milan”) LTL assets on February 19, 2011. The full impact of the increase in headcount is included in the first nine-months of 2012 whereas it was only partially included in the first nine months a year ago. Furthermore, management returned to its U.S. LTL business unit employees the 2008 5% wage reduction at 1.25% per quarter by the end of 2011, therefore, the third quarter of 2012 includes the full 5% wage increase compared to a 3.75% wage increase in the third quarter of 2011. Salary, wages and other employee benefits expenses should outpace the prior year expenses, but as management improves efficiencies within the U.S. LTL business unit, it is expected to decline on a percentage of revenue basis.

Purchased transportation decreased 2.9% and 2.2% for the three-month and nine-month periods ended September 30, 2012 compared to the same periods in 2011, respectively. Purchased transportation decreased 16.2% in the U.S. LTL business unit in the third quarter of 2012 compared to the same quarter a year ago. The additional tractors in 2011 received by the U.S. LTL business unit along with a concerted effort to reduce purchased miles led to the decrease in purchased transportation. Offsetting the decrease is SCO’s brokerage business unit as shipments increased 3.6% in the first nine-months of 2012 compared to the same period in 2011.

13

Depreciation and amortization expense increased 7.6% for the third quarter of 2012 compared to the same period in 2011, and is primarily attributable to the purchase of rolling stock and buildings in 2012. Depreciation and amortization expense increased 0.5% for the nine-month period ended September 30, 2012 compared to the same period in 2011, and is attributable to the sale of rolling stock and buildings throughout 2011.

Maintenance expense decreased 1.0% and increased 10.1% for the three-month and nine-month periods ended September 30, 2012 compared to the same periods in 2011, respectively. As a percentage of revenue, maintenance expense decreased compared to the second quarter of 2012 as management continues its focus on reducing this expense. The U.S. LTL business unit received 200 additional tractors in the first half of 2012 and it is management’s expectation that the Company will continue to reduce its maintenance costs as a percentage of revenue.

Rents and leases expense increased 16.2% and 26.9% for the three-month and nine-month periods ended September 30, 2012 compared to the same periods in 2011. The increase is attributable to the 400 new tractors received in 2011, 200 new tractors received by the U.S LTL business unit in 2012 and approximately 950 new trailers received in 2012, a majority of which were all acquired by the U.S. LTL business unit.

Purchased labor and owner operator expenses, primarily driven by the Canadian LTL business unit and the SCO segment, increased in the comparable three-month periods ended September 30, 2012. The increase is due to the opening of two new dedicated facilities within the SCO segment in the second quarter and early third quarter of 2012. The decrease in the comparable nine-month period ended September 30, 2012 is attributable to a reduction in hours required offset by an increase in LTL shipments.

Fuel and fuel-related expenses decreased 3.0% for the three month period and increased 5.7% for the nine-month period ended September 30, 2012 compared to the same periods a year ago. Fuel consumption in the third quarter of 2012 decreased as shipments were down 1.4% during the quarter compared to the third quarter of 2011. The average price of diesel increased approximately 2.4% compared to the nine-month period ended September 30, 2011. Furthermore, the Company’s fuel consumption increased in the nine-month period due to the increase in activity as indicated by the 4.3% increase in shipments within the LTL segment. The Company should continue to receive moderately improved fuel economy from improved operating practices.

The Company incurred interest expense of $1.4 million in the third quarter of 2012 compared to interest expense of $1.7 million for the same quarter a year ago. The Company’s total balance sheet debt net of cash at September 30, 2012 is $18.5 million greater than September 30, 2011. However, the interest rate spread on the Company’s asset-based revolving credit agreement was 150bps less that the third quarter of 2011.

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“FASB ASC”) 740-10, the Company recorded a valuation allowance for all U.S. deferred tax assets. As required by this standard, the Company increased the valuation allowance by $8.5 million, which would have been the tax recovery attributable to the Company’s U.S. based companies for the nine-months ended September 30, 2012. Consequently, the Company recorded a consolidated tax expense of $1.8 million for the first nine-months of 2012 compared to a consolidated tax expense of $2.1 million for the first nine-months of 2011.

Net loss for the 2012 third quarter was $10.1 million compared to net loss of $3.4 million for the same quarter in 2011. This resulted in a loss per share of $0.62 for the third quarter of 2012 compared to a loss per share of $0.21 for the third quarter of 2011. The weighted average number of shares for the current quarter was 16.4 million basic and diluted compared to 16.3 million basic and diluted shares in the third quarter of 2011. For the nine months ended September 30, 2012, the Company posted a net loss of $20.1 million compared to a net loss of $5.9 million in the same nine-month period a year ago. This resulted in a loss of $1.23 per share compared to a loss of $0.36 per share for the 2011 nine-month period. The weighted average number of shares for the nine-month period of 2012 was 16.4 million basic and diluted compared to 16.3 million shares basic and diluted in the nine-month period of 2011.

14

SEGMENTED RESULTS

Less-Than-Truckload (LTL)

The table below provides summary information for the LTL segment for the three and nine months ended September 30:

	For the three months ended Sept 30,									For the nine months ended Sept 30,
(in thousands)	2012			2011			2012 vs 2011			2012			2011			2012 vs 2011
Revenue	$	176,209		$	176,407			(0.1	%)	$	538,585		$	513,758			4.8	%
Loss from operations		(9,178	)		(2,878	)		218.9	%		(17,320	)		(3,135	)		452.5	%
Operating ratio		105.2	%		101.6	%					103.2	%		100.6	%

	For the three months ended Sept 30,							For the nine months ended Sept 30,
(in thousands)	2012		2011		2012 vs 2011			2012		2011		2012 vs 2011
Number of shipments (2)		1,096,460		1,112,138		(1.4	%)		3,378,087		3,238,922		4.3	%
Weight (000s of lbs) (3)		1,591,106		1,632,736		(2.5	%)		4,951,164		4,843,656		2.2	%
Revenue per shipment (4)	$	160.71	$	158.62		1.3	%	$	159.43	$	158.62		0.5	%
Revenue per hundredweight (5)	$	11.07	$	10.80		2.5	%	$	10.88	$	10.61		2.5	%

Revenue in the LTL segment was flat at $176.2 million in the third quarter of 2012 compared to $176.4 million in the same period a year ago. Fuel surcharge had a minimal impact on revenue in the third quarter of 2012. Furthermore, shipments and tonnage decreased 1.4% and 2.5%, respectively, compared to the third quarter of 2011. Both metrics were impacted by one less working day in the third quarter of 2012 compared to the third quarter of 2011. On a per day basis, shipments increased 0.2% in the third quarter of 2012 compared to the same quarter in 2011.

Revenue in the LTL segment increased 4.8% to $538.6 million for the nine-month period ended September 30, 2012 compared to $513.8 million for the same nine-month period a year ago. Shipments and tonnage increased 4.3% and 2.2%, respectively, from the comparable nine-month period.

Shipments per day in the U.S. LTL business unit were flat for the third quarter of 2012 compared to the third quarter of 2011. This is attributable to a slight softness in the U.S. market and management’s internal focus on improving its operations in the U.S. LTL business unit. On a year-over-year basis from the third quarter of 2012 compared to the third quarter of 2011, average length of haul stayed level and average revenue per hundredweight increased 2.8%. Management expects the revenue per hundredweight to increase in the upcoming quarters as the pricing environment continues to favor LTL carriers in the North American market place.

During the third quarter of 2012, the U.S. LTL business unit continued to add key personnel and in August 2012 added a number of experienced executives to its management team. The build-up of the leadership team at the business unit is now complete. A second initiative completed in the third quarter was the restructuring of the business unit’s linehaul network. This initiative has positively resulted in reduced miles and the beginning signs of improved efficiencies in some key areas of operations while management continues to expect improvement in other areas in the near future.

Achievements have been made in improving the customer experience at U.S. LTL, including the introduction of tablet technology to the pick-up and delivery team and an improved dispatch interface. Additional technology was introduced to operations in the third quarter to continue to enhance customer service levels. Although labor costs were comparatively higher in the quarter, it is management’s expectation that as the use of the new technology is optimized, the business unit gains traction from a new operations leadership group and the adoption of all the new systems and processes, the Company will reduce labor costs as a percentage of revenue. The new management team’s focus continues to be on improving service, sales and operating efficiency and it is management’s expectation these initiatives will have a positive impact on future financial results.

15

The Canadian LTL business unit posted a solid 2012 third quarter benefiting from a steady Canadian economy and a stable operation compared to the U.S. LTL business unit.

Lastly, management believes that with additional density gains, continued momentum in the North American pricing environment, combined with a continued focus on operational improvements, the LTL segment is well positioned to improve income from operations over the long-term.

Supply Chain Operation (SCO)

The table below provides summary information for the Supply Chain Operation segment for the three and nine months ended September 30:

	For the three months ended Sept 30,									For the nine months ended Sept 30,
(in thousands)	2012			2011			2012 vs 2011			2012			2011			2012 vs 2011
Revenue	$	30,011		$	29,752			0.9	%	$	88,480		$	86,670			2.1	%
Income from operations		2,569			2,922			(12.1	%)		7,038			7,349			(4.2	%)
Operating ratio		91.4	%		90.2	%					92.0	%		91.5	%

Revenue in the SCO segment increased 0.9% for the third quarter of 2012 compared to the third quarter of 2011. However, income from operations decreased 12.1% in the third quarter of 2012 compared to the same quarter in 2011, and the SCO segment posted an operating ratio of 91.4% in the third quarter of 2012 compared to 90.2% in the third quarter of 2011. On a sequential basis operating income improved 8.4% compared to the second quarter of 2012. The Company renewed a contract with a large customer and shifted the contract to a cost-plus arrangement. By shifting this customer to cost-plus, the SCO segment ensured long-term growth and stability with the customer balanced with a still solid but lower assured margin. Management opened a new dedicated facility in Tacoma, Washington during the second quarter of 2012 and opened a dedicated facility in Kansas City, Kansas in July 2012. Operating results in the upcoming quarters should see continued improvement due to the aforementioned two new facilities and as activity levels improve throughout the balance of the year.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from continuing operations for the third quarter of 2012 consumed $3.4 million compared to generating $0.3 million in the 2011 third quarter. The Company generated a net loss from operations in the third quarter of 2012; however, this was offset by the improvement in non-cash working capital. Days sales outstanding (“DSO”) in the third quarter of 2012 were 39.1 days compared to DSO of 39.3 days for the third quarter of 2011.

The Company’s future operating cash flows are largely dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable, and wage and benefit accruals.

As at September 30, 2012, interest-bearing debt was $97.9 million consisting of $42.6 million drawn under the syndicated asset-based revolving credit facility, $45.8 million of real estate term debt, $2.8 million of term debt, and $6.7 million of capital leases. At December 31, 2011, interest-bearing debt was $73.9 million consisting of $21.9 million drawn under the syndicated asset-based revolving credit facility, $45.0 million of real estate term debt, $3.5 million of term debt, and $3.5 million of capital leases.

For the nine months ended September 30, 2012, the Company repaid $0.7 million of real estate term debt, $0.8 million of term debt, $2.5 million of capital leases, and drew down $20.7 million under its revolving credit facilities. At September 30, 2012, the Company had $20.5 million of available credit facilities, net of outstanding letters of credit, to achieve its future operational and capital objectives. The Company was in compliance with all terms under its credit agreements at September 30, 2012.

The Company generated $1.9 million in proceeds on the divestiture of facilities in Springfield, MO, Louisville, KY, Toledo, OH and surplus equipment in the first nine months of 2012. Capital expenditures amounted to $19.5 million for the first nine months of 2012 and were funded out of the revolving credit facilities and capital leases. The majority of the capital expenditures were for a facility in Memphis, TN, construction of the Winnipeg, MB facility, rolling stock and dock equipment.

16

The table below sets forth the Company’s capital expenditures for the three and nine months ended September 30:

	For the three months ended Sept 30,				For the nine months ended Sept 30,
(in thousands of dollars)	2012		2011		2012		2011
Real estate and buildings	$	2,296	$	—	$	6,651	$	4,620
Tractors		495		4		4,993		766
Trailing fleet		6		15		1,912		636
Information technology		161		452		818		774
Leasehold improvements		845		112		1,039		176
Other equipment		2,446		436		4,124		655
Total	$	6,249	$	1,019	$	19,537	$	7,627

Management estimates that cash capital expenditures for the remainder of 2012 will be between $2.0 million and $3.0 million. The Company may enter into operating leases to fund the acquisition of specific equipment should the business levels exceed the current equipment capacity of the Company. The Company expects to finance its capital requirements with cash flow from operations, operating leases, real estate term debt and, if required, its $20.5 million of unused credit facilities.

The Company has contractual obligations that include long-term debt consisting of term debt facilities, revolving credit facilities, capital leases for operating equipment and off-balance-sheet operating leases primarily consisting of tractor, trailing fleet and real estate leases. Operating leases form an integral part of the Company’s financial structure and operating methodology as they provide an alternative cost-effective and flexible form of financing.

The following table summarizes our significant contractual obligations and commercial commitments as of September 30, 2012:

(in thousands of dollars)			Payments due by period
Contractual Obligations	Total		2012		2013 & 2014		2015 & 2016		Thereafter
Term credit facilities	$	2,750	$	1,500	$	1,250	$	Nil	$	Nil
Real estate facility		45,768		256		2,148		2,353		41,011
Revolving credit facilities		42,656		Nil		42,656		Nil		Nil
Capital lease obligations		6,751		437		2,685		2,656		973
Estimated interest payments (1)		16,097		956		7,052		4,286		3,803
Sub-total		114,022		3,149		55,791		9,295		45,787
Off-balance sheet commitments
Operating leases		135,165		9,995		69,215		40,091		15,864
Total Contractual Obligations	$	249,187	$	13,144	$	125,006	$	49,386	$	61,651

(1) The Company has estimated its interest obligation on its fixed and variable rate obligations. For fixed rate debt, the fixed interest rate was used to determine the interest obligation. For variable rate debt, the variable interest rate in place at September 30, 2012 was used to determine the total interest obligation.

In addition to the above-noted contractual obligations, as at September 30, 2012, the Company utilized the revolving credit facility for standby letters of credit of $21.6 million. The letters of credit are used as collateral for self-insured retention of insurance claims. Export Development Canada (“EDC”), a Crown corporation wholly owned by the government of Canada, provides guarantees up to $12.2 million on LOC’s to the Company’s syndicated lenders. In so doing, the Company’s definition of available debt in the associated revolving credit agreement excludes LOC’s guaranteed by the EDC.

A significant decrease in demand for our services could limit the Company’s ability to generate cash flow and affect its profitability. The Company’s asset-based revolving credit agreement is subject to financial maintenance tests that trigger when certain events occur that require the Company to achieve stated levels of financial performance, which, if not achieved, could cause an acceleration of the payment schedules. Should the current macro-economic environment further destabilize, and if triggered, the Company may fail to comply with the aforementioned debt covenants within the next twelve months. Assuming no significant decline in business levels or financial performance, management expects that existing working capital, together with available revolving credit facilities, will be sufficient to fund operating and capital requirements as well as service the contractual obligations.

17

OUTLOOK

The SCO segment should continue to improve operating results through the balance of the year as the aforementioned two new dedicated facilities fully contribute to the balance of 2012. The most significant opportunity remains in the U.S. LTL business unit and management’s continued focus is to improve the contribution to operating results of this business unit. The new management team has executed on many initiatives and continues to implement many more projects to improve service, productivity and efficiency of the operation. Executing on these plans will allow management to expand revenue through increased pricing and density.

Management is optimistic, should the U.S. LTL business unit successfully execute its operational plan, activity levels and pricing initiatives continue to improve, that the Company is positioned to improve operating results in the future.

QUARTERLY RESULTS (unaudited)

(thousands of dollars except per share amounts)	2012 Q3			2012 Q2			2012 Q1			2011 Q4			2011 Q3			2011 Q2			2011 Q1			2010 Q4 *
Revenue	$	206,220		$	213,097		$	207,748		$	205,170		$	206,159		$	208,881		$	185,388		$	171,576
Income (loss) from continuing operations		(7,905	)		(2,184	)		(4,168	)		(4,848	)		(739	)		(241	)		1,507			(2,735	)
Net loss from continuing operations		(10,100	)		(4,163	)		(5,816	)		(8,072	)		(3,420	)		(2,297	)		(224	)		(40,208	)
Loss from continuing operations per share:
Basic	$	(0.62	)	$	(0.25	)	$	(0.36	)	$	(0.49	)	$	(0.21	)	$	(0.14	)	$	(0.01	)	$	(2.47	)
Diluted		(0.62	)		(0.25	)		(0.36	)		(0.49	)		(0.21	)		(0.14	)		(0.01	)		(2.47	)
Weighted average number of shares:
Basic		16,399,241			16,399,241			16,367,109			16,331,241			16,330,171			16,330,041			16,315,374			16,299,643
Diluted		16,399,241			16,399,241			16,367,109			16,331,241			16,330,171			16,330,041			16,315,374			16,299,643

* In the fourth quarter of 2010, Vitran recorded a non-cash tax valuation allowance of $38.9 million negatively impacting net loss from continuing operations.

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 total operating expenses, 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, 2012			Three  months Ended Sept 30, 2011			Nine  months Ended Sept 30, 2012			Nine  months Ended Sept 30, 2011
Total operating expenses	$	214,125		$	206,898		$	641,322		$	599,901
Revenue		206,220			206,159			627,065			600,428
Operating ratio (“OR”)		103.8	%		100.4	%		102.3	%		99.9	%

(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.

18

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to the impact of interest rate changes. The Company’s exposure to changes in interest rates is limited to borrowings under the term bank facilities and revolving credit facilities that have variable interest rates tied to the LIBOR rate. We estimate that the fair value of the long-term debt approximates the carrying value.

(in thousands of dollars) Long-Term Debt				Payments due by period
	Total			2012			2013 & 2014			2015 & 2016			Thereafter
Variable Rate
Term bank facility	$	2,750		$	1,500		$	1,250		$	Nil		$	Nil
Average interest rate (LIBOR)		3.97	%		3.97	%		3.97	%
Revolving bank facility		42,656			Nil			42,656			Nil			Nil
Average interest rate (LIBOR)		2.72	%					2.72	%
Fixed Rate
Real Estate facility		45,768			256			2,148			2,353			41,011
Interest Rate		4.75	%		4.75	%		4.75	%		4.75	%		4.75	%
Capital lease obligations		6,751			437			2,685			2,656			973
Average interest rate		6.15	%		6.15	%		6.15	%		6.15	%		6.15	%
Total	$	97,925		$	2,193		$	48,739		$	5,009		$	41,984

The Company is exposed to foreign currency risk as fluctuations in the United States dollar against the Canadian dollar can impact the financial results of the Company. The Company’s Canadian operations realize foreign currency exchange gains and losses on the United States dollar denominated revenue generated against Canadian dollar denominated expenses. Furthermore, the Company reports its results in United States dollars thereby exposing the results of the Company’s Canadian operations to foreign currency fluctuations. In addition, the Company’s United States dollar debt of $0.1 million is designated as a hedge of the investment in self-sustaining foreign operations in the United States.

Item 4. Controls and Procedures

Disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act, are controls and other procedures that are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our Company’s management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure. Our CEO and CFO are responsible for establishing and maintaining disclosure controls and procedures for our Company.

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of Company management, including our CEO and CFO, of the effectiveness of the design, implementation and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective as of September 30, 2012.

There have been no significant changes in our internal control over financial reporting, which we define in accordance with Exchange Act Rule 13a-15(f) to include our control environment, control procedures, and accounting systems, or any other factors that could materially affect or are reasonably likely to materially affect our internal control over financial reporting during the third quarter of 2012.

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Part II. Other Information

Item 1. Legal Proceedings

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of its business that have not been fully adjudicated. Many of these are covered in whole or in part by insurance. The Management of Vitran does not believe that these actions, when finally concluded and determined, will have a significant adverse effect upon Vitran’s financial condition, results of operations or cash flows.

Item 1A. Risk Factors

See Part 1A of the Company’s 2011 Annual Report on Form 10-K.

Item 2. Unregistered Sale of Equity and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits and Reports on Form 8-K

Exhibits

Exhibit Number	Description of Exhibit
10.1	Amendment No.2 to Credit Agreement between JPMorgan Chase Bank N.A. and those banks whose names appear on the signature pages hereto and Vitran Corporation Inc., Vitran Express Canada Inc. and Vitran Corporation (1)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 5, 2012
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 5, 2012
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 5, 2012

Notes:

⁽¹⁾  Filed as an exhibit to this Quarterly Report on Form 10-Q.

21

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.
	/s/ FAYAZ D. SULEMAN
	Fayaz D. Suleman
Date: November 5, 2012	Vice President of Finance and
	Chief Financial Officer
	(Principle Financial Officer)

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EX-10.1

Exhibit 10.1

Execution Copy

SECOND AMENDMENT TO CREDIT AGREEMENT

EXECUTED by the parties hereto as of the 10th day of October, 2012.

AMONG: VITRAN CORPORATION INC. and VITRAN EXPRESS CANADA INC., as Canadian Borrowers

(the “Canadian Borrowers”)

AND: VITRAN CORPORATION, VITRAN EXPRESS, INC., LAS VEGAS/L.A. EXPRESS, INC., VITRAN LOGISTICS CORP., VITRAN LOGISTICS, INC., SHORTHAUL TRANSPORT CORPORATION and MIDWEST SUPPLY CHAIN, INC., as U.S. Borrowers

(collectively, the “U.S. Borrowers”, and together with the Canadian Borrowers, the “Borrowers”)

AND: THE CANADIAN BORROWERS, THE U.S. BORROWERS, CAN-AM LOGISTICS INC., VITRAN LOGISTICS LIMITED, EXPEDITEUR T.W. LTEE, 1098304 ONTARIO INC., DONEY HOLDINGS INC., ROUT-WAY EXPRESS LINES LTD./LES SERVICE ROUTIERS EXPRESS ROUT LTEE, 1277050 ALBERTA INC., SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, VITRAN ENVIRONMENTAL SYSTEMS INC., 0772703 B.C. LTD. and 1833660 ONTARIO INC., as Guarantors

(collectively, the “Guarantors”)

AND: JPMORGAN CHASE BANK, N.A., as Administrative Agent

(the “Agent”)

AND: EACH OF THE FINANCIAL INSTITUTIONS PARTY HERETO, CONSTITUTING REQUIRED LENDERS (as such term is defined in the Credit Agreement (as defined below)), as Required Lenders

(collectively the “Required Lenders”)

WHEREAS the Borrowers, the Guarantors, the Agent and the other Persons signatory thereto have entered into a Credit Agreement dated as of November 30, 2011, as amended by that certain First Amendment to Credit Agreement made as of December 29, 2011 (including all annexes, exhibits and schedules thereto, as the same has been or may be further amended, modified, restated, supplemented or replaced from time to time, collectively the “Credit Agreement”);

AND WHEREAS the parties hereto have agreed to amend certain provisions of the Credit Agreement, but, only to the extent and subject to the limitations set forth in this Second Amendment to Credit Agreement (hereinafter this “Amendment Agreement”) and without prejudice to the Agent’s and the Secured Parties’ other rights;

NOW THEREFORE for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:

ARTICLE I – INTERPRETATION

1.1 All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (including, as the case may be, as amended by the terms of this Amendment Agreement).

ARTICLE II – AMENDMENTS

2.1 As of the Amendment Effective Date, the defined term “Dominion Trigger Period” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and substituted by the following:

““Dominion Trigger Period” means the period:

(a) commencing on the day that either (i) an Event of Default occurs or (ii) Aggregate Availability for three (3) consecutive Business Days is less than (x) for the period beginning the Amendment Effective Date and ending January 7, 2013, $5,000,000 or (y) for the period beginning January 8, 2013 and ending the Maturity Date, $10,000,000, and (b) continuing until a day on which, during the preceding ninety (90) consecutive days, no Event of Default existed and at all times during such period Aggregate Availability was greater than (x) in respect of a Dominion Trigger Period beginning at any time from the Amendment Effective Date to January 7, 2013, $5,000,000 or (y) in respect of a Dominion Trigger Period beginning at any time from January 8, 2013 to the Maturity Date, $10,000,000.”

2.2 As of the Amendment Effective Date, the defined term “Fixed Charge Coverage Trigger Period” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and substituted by the following:

““Fixed Charge Coverage Trigger Period” means the period:

(a) commencing on the day that either (i) an Event of Default occurs or (ii) Aggregate Availability for three (3) consecutive Business Days is less than (x) for the period beginning the Amendment Effective Date and ending January 7, 2013, $5,000,000 or (y) for the period beginning January 8, 2013 and ending the Maturity Date, $10,000,000, and (b) continuing until a day on which, during the preceding ninety (90) consecutive days, no Event of Default existed and at all times during such period Aggregate Availability was greater than (x) in respect of a Fixed Charge Coverage Trigger Period beginning at any time from the Amendment Effective Date to January 7, 2013, $5,000,000 or (y) in respect of a Fixed Charge Coverage Trigger Period beginning at any time from January 8, 2013 to the Maturity Date, $10,000,000.”

- 2 -

2.3 As of the Amendment Effective Date, the Credit Agreement is hereby amended by inserting the following subsection 5.1(f) immediately after subsection 5.1(e) thereof, and by sequentially adjusting the numbering in the remaining paragraphs of Section 5.1:

“(f) semi-monthly until January 8, 2013, a copy of the plan and forecast for cash flow and Aggregate Availability, Canadian Availability and U.S. Availability ;”

ARTICLE III – CONDITIONS TO EFFECTIVENESS

3.1 This Amendment Agreement shall become effective upon satisfaction of the following conditions precedent (the date of satisfaction of all such conditions being referred to herein as the “Amendment Effective Date”):

(a) the Borrowers, each other Loan Party and the Required Lenders delivering to the Agent five (5) originally executed copies of this Amendment Agreement;

(b) subject to paragraph (c) below, receipt by the Agent from the Borrower Representative of the following amendment fees, representing five basis points (0.05%) of the Aggregate Revolving Commitments divided on a pro rata basis among the Lenders, which fees are paid in consideration for the amendments provided herein and shall be fully earned, due and payable on the date hereof:

(i) to JPMorgan Chase Bank, N.A. an amendment fee of US$17,500;

(ii) to Royal Bank of Canada an amendment fee of US$15,000;

(iii) to Fifth Third Bank an amendment fee of US$6,250; and

(iv) to Export Development Canada an amendment fee of US$3,750; and

(c) notwithstanding paragraph (b) above, if Fifth Third Bank has not executed and delivered this Amendment Agreement as of the date hereof, it shall be permitted to do so only until 5:00 p.m. (EST) on Friday, October 12, 2012, and if this Amendment Agreement is executed and delivered by Fifth Third Bank by such time then (i) Fifth Third Bank will be deemed to have entered into this Amendment Agreement as of the Amendment Effective Date, and (ii) the amendment fee set out in paragraph (b)(iii) above will become due and payable to Fifth Third Bank by the Borrowers. For greater certainty, if Fifth Third Bank does not execute and deliver this Amendment Agreement by 5:00 p.m. (EST) on Friday, October 12, 2012, then it shall not be entitled to any part of the amendment fee set out in paragraph (b)(iii) above.

ARTICLE IV – REPRESENTATIONS AND WARRANTIES

4.1 Each Borrower and each other Loan Party warrants and represents to the Agent and the Secured Parties that the following statements are true, correct and complete:

(a) Authorization, Validity, and Enforceability of this Amendment Agreement. Each Loan Party has the corporate power and authority to execute and deliver

- 3 -

this Amendment Agreement and to perform the Credit Agreement. Each Loan Party has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this Amendment Agreement and the performance of the Credit Agreement. This Amendment Agreement has been duly executed and delivered by each Loan Party and this Amendment Agreement and the Credit Agreement constitute the legal, valid and binding obligations of each Loan Party, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Loan Party’s execution and delivery of this Amendment Agreement and the performance by each Loan Party of the Credit Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of any Loan Party by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any Loan Party is a party or which is binding on any of them, (b) any requirement of law applicable to any Loan Party, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association or articles of association of any Loan Party.

(b) Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against any Loan Party of this Amendment Agreement or the Credit Agreement except for such as have been obtained or made and filings required in order to perfect and render enforceable the Agent’s Liens.

(c) Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in the Credit Agreement and the other Loan Documents are and will be true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

(d) Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment Agreement that would constitute a Default or an Event of Default.

(e) Security. All security delivered to or for the benefit of the Agent on behalf of the Secured Parties pursuant to the Credit Agreement and the other Loan Documents remain in full force and effect and secure all obligations of the Borrowers and the other Loan Parties purported to being secured thereby, including, under the Credit Agreement and the other Loan Documents.

- 4 -

ARTICLE V – MISCELLANEOUS

5.1 Each Borrower (i) reaffirms its Obligations under the Credit Agreement and the other Loan Documents to which it is a party, and (ii) agrees that the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect, except as amended hereby, and are hereby ratified and confirmed. The other Loan Parties (i) consent to and approve the execution and delivery of this Amendment Agreement by the parties hereto, (ii) agree that this Amendment Agreement does not and shall not limit or diminish in any manner the obligations of the Loan Parties under their guarantees (collectively, the “Guarantees”) and that such obligations would not be limited or diminished in any manner even if such Loan Parties had not executed this Amendment Agreement, (iii) agree that this Amendment Agreement shall not be construed as requiring the consent of such Loan Parties in any other circumstance, (iv) reaffirm each of their obligations under the Guarantees and the other Loan Documents to which they are a party, and (v) agree that the Guarantees and the other Loan Documents to which they are a party remain in full force and effect and are hereby ratified and confirmed.

5.2 Nothing contained in this Amendment Agreement or any other communication between the Agent and/or the Secured Parties and the Borrowers (or any other Loan Party) shall be a waiver of any other present or future violation, Default or Event of Default under the Credit Agreement or any other Loan Document (collectively, “Violations”). Similarly, nothing contained in this Amendment Agreement shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Agent’s or the Secured Parties’ right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document with respect to any Violations (including, without limiting the generality of the foregoing, in respect of the non-conformity to any representation, warranty or covenant contained in any Loan Document), (ii) except as specifically provided in Article II hereof, amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of the Borrowers or any other Loan Party under the Loan Documents or any right, privilege or remedy of the Agent or the Secured Parties under the Credit Agreement or any other Loan Document or any other contract or instrument with respect to Violations. Nothing in this Amendment Agreement shall be construed to be a consent by the Agent or the other Secured Parties to any Violations.

5.3 Save as expressly set forth in this Amendment Agreement, all other terms and conditions of the Credit Agreement remain in full force and effect. All other Loan Documents remain in full force and effect.

5.4 This Amendment Agreement shall be interpreted and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Amendment Agreement may be executed in original, facsimile and/or other electronic means counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[the following pages are the signature pages]

- 5 -

The parties have executed this Amendment Agreement as of the date first above written.

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/S/ RANDY ABRAMS
Name:	Randy Abrams
Title:	Authorized Officer
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent
By:	/S/ AUGGIE MARCHETTI
Name:	Auggie Marchetti
Title:	Senior Vice President & Region Manager

- Signature Pages to Second Amendment to Credit Agreement -

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
By:	/S/ AUGGIE MARCHETTI
Name:	Auggie Marchetti
Title:	Senior Vice President & Region Manager
By:
Name:
Title:
ROYAL BANK OF CANADA, as a Canadian Lender
By:	/S/ ROBERT S. KIZELL
Name:	Robert S. Kizell
Title:	Attorney-in-fact
By:	/S/ MICHAEL PETERSEN
Name:	Michael Petersen
Title:	Attorney-in-fact
FIFTH THIRD BANK, as a Canadian Lender
By:
Name:
Title:
By:
Name:
Title:
EXPORT DEVELOPMENT CANADA, as a Canadian Lender
By:	/S/ CHRISTOPHER WILSON
Name:	Christopher Wilson
Title:	Asset Manager
By:	/S/ KEVIN SKILLITER
Name:	Kevin Skilliter
Title:	Sr. Asset Manager

- Signature Pages to Second Amendment to Credit Agreement -

JPMORGAN CHASE BANK, N.A., as a U.S. Lender
By:	/S/ RANDY ABRAMS
Name:	Randy Abrams
Title:	Authorized Officer
By:
Name:
Title:
ROYAL BANK OF CANADA, as a U.S. Lender
By:	/S/ ROBERT S. KIZELL
Name:	Robert S. Kizell
Title:	Attorney-in-fact
By:	/S/ MICHAEL PETERSEN
Name:	Michael Petersen
Title:	Attorney-in-fact
FIFTH THIRD BANK, as a U.S. Lender
By:
Name:
Title:
By:
Name:
Title:
EXPORT DEVELOPMENT OF CANADA, as a U.S. Lender
By:	/S/ CHRISTOPHER WILSON
Name:	Christopher Wilson
Title:	Asset Manager
	/S/ KEVIN SKILLITER
Name:	Kevin Skilliter
Title:	Sr. Asset Manager

- Signature Pages to Second Amendment to Credit Agreement -

VITRAN CORPORATION INC., as a Canadian Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	President & Chief Executive Officer
By:
Name:
Title:
VITRAN EXPRESS CANADA INC., as a Canadian Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
VITRAN CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
VITRAN EXPRESS, INC., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:

- Signature Pages to Second Amendment to Credit Agreement -

LAS VEGAS/L.A. EXPRESS, INC., as U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
VITRAN LOGISTICS CORP., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
VITRAN LOGISTICS, INC., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
SHORTHAUL TRANSPORT CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:

- Signature Pages to Second Amendment to Credit Agreement -

MIDWEST SUPPLY CHAIN, INC., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
CAN-AM LOGISTICS INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	President
By:
Name:
Title:
VITRAN LOGISTICS LIMITED, as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
EXPEDITEUR T.W. LTEE, as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:

- Signature Pages to Second Amendment to Credit Agreement -

1098304 ONTARIO INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	President
By:
Name:
Title:
DONEY HOLDINGS INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
ROUT-WAY EXPRESS LINES LTD./LES SERVICES ROUTIERS EXPRESS ROUT LTEE, as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
1277050 ALBERTA INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:

- Signature Pages to Second Amendment to Credit Agreement -

SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
VITRAN ENVIRONMENTAL SYSTEMS INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	President
By:
Name:
Title:
0772703 B.C. LTD., as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	Chief Executive Officer
By:
Name:
Title:
1833660 ONTARIO INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
Name:	Richard E. Gaetz
Title:	President
By:
Name:
Title:

- Signature Pages to Second Amendment to Credit Agreement -

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Richard E. Gaetz, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vitran Corporation Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2012

/s/ RICHARD E. GAETZ

Richard E. Gaetz

President and

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Fayaz D. Suleman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vitran Corporation Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2012

/s/ FAYAZ D. SULEMAN

Fayaz D. Suleman

Vice President, Finance and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Vitran Corporation Inc., that, to his knowledge, the Quarterly Report of Vitran Corporation Inc. on Form 10-Q for the nine months ended September 30, 2012, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of Vitran Corporation Inc.

Date: November 5, 2012	By:	/s/ RICHARD E. GAETZ
		Richard E. Gaetz
		President and Chief Executive Officer
	By:	/s/ FAYAZ D. SULEMAN
		Fayaz D. Suleman
		Vice President Finance and Chief Financial Officer

XML

Risk Management Activities and Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Risk Management Activities and Fair Value Measurements (Textual) [Abstract]
Interest rate swaps outstanding	$ 0
Debt designated as hedge	0.1
Net investment in subsidiaries on foreign denominations	217.3
Ineffectiveness recorded in earnings	$ 0

XML

Accounting Policies

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Accounting Policies

1. Accounting Policies

The interim consolidated financial statements have been prepared in accordance with the rules prescribed for filing interim financial statements and accordingly, do not contain all the disclosures that may be necessary for complete financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”). The interim consolidated financial statements have been prepared in accordance with instructions to Quarterly Report on Form 10-Q. The interim consolidated financial statements should be read in conjunction with the Company’s 2011 Annual Report on Form 10-K. The interim consolidated financial statements follow the same accounting principles and methods of application as the most recent annual consolidated financial statements, except as noted in Note 2.

These interim unaudited consolidated financial statements reflect all adjustments which are, in the opinion of Management, necessary for a fair presentation of the results of the interim period presented. Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2012.

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Operations:
Net loss	$ (10,100)	$ (3,420)	$ (20,079)	$ (5,941)
Items not involving cash from operations:
Depreciation and amortization	4,277	3,976	12,436	12,373
Deferred income taxes	24	168	16	227
Share-based compensation expense	102	115	329	376
(Gain) loss on sale of property and equipment	(188)	4	(238)	(101)
Change in non-cash working capital components	2,445	(580)	1,648	(4,284)
Continuing operations	(3,440)	263	(5,888)	2,650
Discontinued operations		(64)	(61)	(590)
Net cash provided by (used in) operating activities	(3,440)	199	(5,949)	2,060
Investments:
Purchases of property and equipment	(6,249)	(757)	(13,792)	(7,365)
Proceeds on sale of property and equipment	335	108	1,902	437
Acquisition of business assets				(1,737)
Net cash provided by (used in) investing activities	(5,914)	(649)	(11,890)	(8,665)
Financing:
Change in revolving credit facility and bank overdraft	9,731	5,079	20,711	19,694
Repayment of long-term debt	(743)	(5,000)	(1,476)	(11,000)
Repayment of capital leases	(744)	(840)	(2,531)	(2,750)
Issue of common shares upon exercise of employee stock options		3	151	83
Net cash provided by (used in) financing activities	8,244	(758)	16,855	6,027
Effect of foreign exchange translation on cash	(201)	1,208	(220)	578
Decrease in cash and cash equivalents	(1,311)		(1,204)
Cash and cash equivalents, beginning of period	1,311		1,204
Cash and cash equivalents, end of period
Change in non-cash working capital components:
Accounts receivable	802	4,348	(6,428)	(17,524)
Inventory, deposits and prepaid expenses	(106)	(846)	152	(946)
Income and other taxes payable	104	272	(500)	637
Accounts payable and accrued liabilities	1,645	(4,354)	8,424	13,549
Change in non-cash working capital components	2,445	(580)	1,648	(4,284)
Supplemental disclosure of non-cash transactions:
Capital lease additions		$ 262	$ 5,745	$ 262

XML

Consolidated Statements of Income (Loss) (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Consolidated Statements of Income (Loss) [Abstract]
Revenue	$ 206,220	$ 206,159	$ 627,065	$ 600,428
Operating expenses:
Salaries, wages and other employee benefits	84,899	79,958	252,986	229,452
Purchased transportation	31,853	32,814	95,298	97,431
Depreciation and amortization	4,277	3,976	12,436	12,373
Maintenance	9,562	9,656	29,438	26,742
Rents and leases	12,165	10,469	35,183	27,725
Purchased labor and owner operators	19,872	19,579	56,528	58,163
Fuel and fuel-related expenses	33,474	34,509	106,441	100,713
Other operating expenses	18,211	15,933	53,250	47,403
Other (income) loss	(188)	4	(238)	(101)
Total operating expenses	214,125	206,898	641,322	599,901
Income (loss) from operations before undernoted	(7,905)	(739)	(14,257)	527
Interest expense, net	1,353	1,694	3,994	4,347
Loss from operations before income taxes	(9,258)	(2,433)	(18,251)	(3,820)
Income tax expense	842	987	1,828	2,121
Net loss	$ (10,100)	$ (3,420)	$ (20,079)	$ (5,941)
Loss per share:
Basic and Diluted	$ (0.62)	$ (0.21)	$ (1.23)	$ (0.36)
Weighted average number of shares:
Basic	16,399,241	16,330,171	16,388,569	16,325,250
Diluted	16,399,241	16,330,171	16,388,569	16,325,250

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Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Consolidated Balance Sheets [Abstract]
Common shares, no par value
Common shares, issued	16,399,241	16,331,241
Common shares, outstanding	16,399,241	16,331,241

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Computation of Loss per Share (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Computation of Loss Per Share (Textual) [Abstract]
Effect of dilutive common share equivalents on loss	$ 0	$ 0	$ 0	$ 0

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Income Taxes (Textual) [Abstract]
Valuation allowance for U.S. deferred tax assets	$ 56.9
Increase in valuation allowance for U.S. deferred tax assets	$ 8.5	$ 5.0

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Consolidated Statements of Shareholders' Equity (Unaudited) (USD $) In Thousands, except Share data	Total	Common shares	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income
Beginning Balance at Dec. 31, 2010	$ 98,847	$ 99,658	$ 4,838	$ (10,901)	$ 5,252
Beginning Balance, Shares at Dec. 31, 2010		16,300,041
Shares issued upon exercise of employee stock options	83	88	(5)
Shares issued upon exercise of employee stock options, Shares		31,200
Net loss	(5,941)			(5,941)
Other comprehensive income (loss)	(1,218)				(1,218)
Share-based compensation	376		376
Ending Balance at Sep. 30, 2011	92,147	99,746	5,209	(16,842)	4,034
Ending Balance, Shares at Sep. 30, 2011		16,331,241
Beginning Balance at Dec. 31, 2011	84,973	99,746	5,334	(24,914)	4,807
Beginning Balance, Shares at Dec. 31, 2011		16,331,241
Shares issued upon exercise of employee stock options	151	208	(57)
Shares issued upon exercise of employee stock options, Shares		68,000
Net loss	(20,079)			(20,079)
Other comprehensive income (loss)	84				84
Share-based compensation	329		329
Ending Balance at Sep. 30, 2012	$ 65,458	$ 99,954	$ 5,606	$ (44,993)	$ 4,891
Ending Balance, Shares at Sep. 30, 2012		16,399,241

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net loss	$ (10,100)	$ (3,420)	$ (20,079)	$ (5,941)
Other comprehensive income (loss):
Change in foreign currency translation adjustment (net of income tax expense (recovery) of $1 and $(4) for the three and nine months ended September 30, 2012; 2011 - $(95) and $158)	133	(2,555)	84	(1,548)
Change in unrealized fair value derivatives designated as cash flow hedges (net of income taxes of $35 and $129 for the three and nine months ended September 30, 2011)		89		330
Other comprehensive income (loss)	133	(2,466)	84	(1,218)
Comprehensive loss	$ (9,967)	$ (5,886)	$ (19,995)	$ (7,159)

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Segmented Information

9 Months Ended

Sep. 30, 2012

Segmented Information [Abstract]

Segmented Information

9. Segmented Information

The Company’s business operations are grouped into two operating segments: Less-than-truckload (LTL) and Supply Chain Operation (SCO), which provide transportation and supply chain services in Canada and the United States.

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Revenue:
LTL	$	176,209		$	176,407		$	538,585		$	513,758
SCO		30,011			29,752			88,480			86,670
Corporate office and other		—			—			—			—
	$	206,220		$	206,159		$	627,065		$	600,428
	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Operating income (loss) from operations:
LTL	$	(9,178	)	$	(2,878	)	$	(17,320	)	$	(3,135	)
SCO		2,569			2,922			7,038			7,349
Corporate office and other		(1,296	)		(783	)		(3,975	)		(3,687	)
	$	(7,905	)	$	(739	)	$	(14,257	)	$	527
	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Depreciation and amortization:
LTL	$	3,925		$	3,582		$	11,401		$	11,160
SCO		326			354			960			1,088
Corporate office and other		26			40			75			125
	$	4,277		$	3,976		$	12,436		$	12,373

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 24, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	VITRAN CORP INC.
Entity Central Index Key	0000946823
Document Type	10-Q
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Document Period End Date	Sep. 30, 2012
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		16,399,241

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New Accounting Pronouncements (Policies)

9 Months Ended

Sep. 30, 2012

New Accounting Pronouncements [Abstract]

Testing Goodwill for Impairment

FASB Accounting Standard Update (“ASU”) No. 2011-08, Testing Goodwill for Impairment, permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. FASB ASU No. 2011-08 was adopted by the Company on January 1, 2012. As at September 30, 2012, the Company completed its annual goodwill impairment test and concluded that there was no impairment.

Presentation of Comprehensive Income

FASB ASU No. 2011-05, Presentation of Comprehensive Income, requires entities to present net income and comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and comprehensive income. FASB has amended FASB ASU No. 2011-05 with FASB ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards No. 2011-05, which defers the effective date of certain requirements outlined in FASB ASU No. 2011-05 until further deliberated and reinstates the requirements for presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of FASB ASU No. 2011-05. FASB ASU No. 2011-05 was adopted by the Company on January 1, 2012.

Fair Value Measurement

FASB ASU No. 2011-04, Fair Value Measurement, provides guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The new standard requires the Company to report the level in the fair value hierarchy of assets and liabilities not measured at fair value on the balance sheet, but for which the fair value is disclosed, and to expand existing disclosures. FASB ASU No. 2011-04 was adopted by the Company on January 1, 2012.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value of the Company’s cash and cash equivalents and long-term debt are classified as Level 1 and Level 2, respectively.

Income Taxes

The Company established a valuation allowance for all U.S. deferred tax assets as required by FASB ASC 740-10. During the nine months ended September 30, 2012, the Company increased the valuation allowance by $8.5 million (2011 - $5.0 million) to $56.9 million.

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Change in foreign currency translation adjustment , income taxes	$ 1	$ (95)	$ 4	$ 158
Change in unrealized fair value derivatives designated as cash flow hedges, income taxes		$ 35		$ 129

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Computation of Loss per Share

9 Months Ended

Sep. 30, 2012

Computation of Loss per Share [Abstract]

Computation of Loss per Share

4. Computation of Loss per Share

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Numerator:
Net loss	$	(10,100	)	$	(3,420	)	$	(20,079	)	$	(5,941	)
Denominator:
Basic weighted-average shares outstanding		16,399,241			16,330,171			16,388,569			16,325,250
Dilutive weighted-average shares outstanding		16,399,241			16,330,171			16,388,569			16,325,250
Basic loss per share	$	(0.62	)	$	(0.21	)	$	(1.23	)	$	(0.36	)
Diluted loss per share	$	(0.62	)	$	(0.21	)	$	(1.23	)	$	(0.36	)

Due to the net loss for the three and nine months ended September 30, 2012 and September 30, 2011, dilutive common share equivalents have no effect on the loss per share.

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Foreign Currency Translation

9 Months Ended

Sep. 30, 2012

Foreign Currency Translation [Abstract]

Foreign Currency Translation

3. Foreign Currency Translation

A majority of the Company’s shareholders, customers and industry analysts are located in the United States. Accordingly, the Company has adopted the United States dollar as its reporting currency.

The United States dollar is the functional currency of the Company’s operations in the United States. The Canadian dollar is the functional currency of the Company’s Canadian operations. Each operation translates foreign currency denominated transactions into its functional currency using the rate of exchange in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency of the operation using the period-end rate of exchange giving rise to a gain or loss that is recognized in income during the current period.

The revaluation of United States dollar denominated debt held by the parent entity with a Canadian functional currency, that hedges the net investment in the Company’s United States dollar denominated self-sustaining subsidiaries, is recorded to other comprehensive income. In a hedge of a net investment in self-sustaining foreign subsidiaries, the portion of the gain or loss on the hedging item that is determined to be an effective hedge is recognized in other comprehensive income and the ineffective portion is recognized in earnings. For consolidation purposes, the United States operations are translated into Canadian dollars using the current period-end rate with the resulting translation adjustment recorded in other comprehensive income. For reporting purposes, the consolidated operations are translated into United States dollars using the current rate method. Under this method, all assets and liabilities are translated at the period-end rate of exchange and all revenue and expense items are translated at the average rate of exchange for the period. The resulting translation adjustment is recorded as a separate component of shareholders’ equity.

In respect of other transactions denominated in currencies other than the Canadian dollar, the monetary assets and liabilities of the Company are translated at the period-end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in income.

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Assets Held for Sale (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Assets Held for Sale (Textual) [Abstract]
Net book value of assets held for sale	$ 2.2	$ 3.5

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Computation of Loss per Share (Tables)

9 Months Ended

Sep. 30, 2012

Computation of Loss per Share [Abstract]

Computation of Loss per Share

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Numerator:
Net loss	$	(10,100	)	$	(3,420	)	$	(20,079	)	$	(5,941	)
Denominator:
Basic weighted-average shares outstanding		16,399,241			16,330,171			16,388,569			16,325,250
Dilutive weighted-average shares outstanding		16,399,241			16,330,171			16,388,569			16,325,250
Basic loss per share	$	(0.62	)	$	(0.21	)	$	(1.23	)	$	(0.36	)
Diluted loss per share	$	(0.62	)	$	(0.21	)	$	(1.23	)	$	(0.36	)

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Income Taxes

9 Months Ended

Sep. 30, 2012

Income Taxes [Abstract]

Income Taxes

7. Income Taxes

The Company established a valuation allowance for all U.S. deferred tax assets as required by FASB ASC 740-10. During the nine months ended September 30, 2012, the Company increased the valuation allowance by $8.5 million (2011 - $5.0 million) to $56.9 million.

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Assets Held for Sale

9 Months Ended

Sep. 30, 2012

Assets Held for Sale [Abstract]

Assets Held for Sale

5. Assets Held for Sale

The Company has certain assets that are classified as assets held for sale. These assets are carried on the balance sheet at the lower of the carrying amount or estimated fair value, less cost to sell. Once an asset is classified held for sale, there is no further depreciation taken on the asset. At September 30, 2012, the net book value of assets held for sale was approximately $2.2 million (December 31, 2011 - $3.5 million). This amount is included in property and equipment on the balance sheet.

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Contingent Liabilities

9 Months Ended

Sep. 30, 2012

Contingent Liabilities [Abstract]

Contingent Liabilities

6. Contingent Liabilities

The Company is subject to legal proceedings that arise in the ordinary course of business. In the opinion of Management, the aggregate liability, if any, with respect to these actions, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Legal costs are expensed as incurred.

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Risk Management Activities and Fair Value Measurements

9 Months Ended

Sep. 30, 2012

Risk Management Activities and Fair Value Measurements [Abstract]

Risk Management Activities and Fair Value Measurements

8. Risk Management Activities and Fair Value Measurements

The Company is exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading purposes.

Interest Rate Swaps

The Company is exposed to interest rate volatility with regard to existing variable rate debt. The Company had entered into variable-to-fixed interest rate swaps on variable rate term debt and revolving debt to limit its exposure to changing interest rates and future cash flows for interest. The interest rate swaps provided for the Company to pay an amount equal to a specified fixed rate of interest times a notional principal amount and to receive in return an amount equal to a variable rate of interest times the same notional amount. The swaps were accounted for as cash flow hedges. The effective portions of changes in fair value of the interest rate swaps were recorded in accumulated other comprehensive income and were recognized into income in the same year in which the hedged forecasted transaction affects income. Ineffective portions of changes in fair value are recognized into income as they occur. At September 30, 2012, there were no interest rate swaps outstanding.

Hedges of net investment in self-sustaining operations

United States dollar denominated debt of $0.1 million held by an entity with a Canadian dollar functional currency is designated as a hedge against the Company’s exposure for a portion of its net investment in self-sustaining U.S. dollar denominated subsidiaries with a view to reducing the impact of foreign exchange fluctuations. The foreign exchange effect of both the U.S. dollar debt and the net investment in U.S. dollar denominated subsidiaries is reported in other comprehensive income. As at September 30, 2012, the Company’s net investment in U.S. dollar denominated subsidiaries totalled $217.3 million. No ineffectiveness has been recorded in earnings as the notional amounts of the hedging item equals the portion of the net investment balance being hedged.

Financial Instruments

The fair values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these financial instruments. The fair value of the Company’s long-term debt, determined based on the future cash flows associated with each debt instrument discounted using an estimate of the Company’s current borrowing rate for similar debt instruments of comparable maturity, is approximately equal to their carrying value at September 30, 2012 and December 31, 2011.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value of the Company’s cash and cash equivalents and long-term debt are classified as Level 1 and Level 2, respectively.

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Computation of Loss per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Numerator:
Net loss	$ (10,100)	$ (3,420)	$ (20,079)	$ (5,941)
Denominator:
Basic weighted-average shares outstanding	16,399,241	16,330,171	16,388,569	16,325,250
Dilutive weighted-average shares outstanding	16,399,241	16,330,171	16,388,569	16,325,250
Basic loss per share	$ (0.62)	$ (0.21)	$ (1.23)	$ (0.36)
Diluted loss per share	$ (0.62)	$ (0.21)	$ (1.23)	$ (0.36)

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Segmented Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012 Segment	Sep. 30, 2011 Segment	Sep. 30, 2012 Segment	Sep. 30, 2011 Segment
Segmented Information
Revenue	$ 206,220	$ 206,159	$ 627,065	$ 600,428
Operating income (loss) from operations	(7,905)	(739)	(14,257)	527
Depreciation and amortization	4,277	3,976	12,436	12,373
Segmented Information (Textual) [Abstract]
Number of operating segments	2	2	2	2
LTL [Member]
Segmented Information
Revenue	176,209	176,407	538,585	513,758
Operating income (loss) from operations	(9,178)	(2,878)	(17,320)	(3,135)
Depreciation and amortization	3,925	3,582	11,401	11,160
SCO [Member]
Segmented Information
Revenue	30,011	29,752	88,480	86,670
Operating income (loss) from operations	2,569	2,922	7,038	7,349
Depreciation and amortization	326	354	960	1,088
Corporate office and other [Member]
Segmented Information
Revenue
Operating income (loss) from operations	(1,296)	(783)	(3,975)	(3,687)
Depreciation and amortization	$ 26	$ 40	$ 75	$ 125

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents		$ 1,204
Accounts receivable	89,907	83,479
Inventory, deposits and prepaid expenses	11,720	11,872
Deferred income taxes	178	175
Total current assets	101,805	96,730
Property and equipment	134,180	125,219
Intangible assets	3,960	5,805
Goodwill	14,526	14,314
Total assets	254,471	242,068
Current liabilities:
Bank overdraft	521
Accounts payable and accrued liabilities	89,242	80,818
Income and other taxes payable	766	1,266
Current liabilities of discontinued operations		61
Current portion of long-term debt	5,394	6,817
Total current liabilities	95,923	88,962
Long-term debt	92,010	67,072
Deferred income taxes	1,080	1,061
Shareholders' equity:
Common shares, no par value, unlimited authorized, 16,399,241 and 16,331,241 issued and outstanding at September 30, 2012 and December 31, 2011, respectively	99,954	99,746
Additional paid-in capital	5,606	5,334
Accumulated deficit	(44,993)	(24,914)
Accumulated other comprehensive income	4,891	4,807
Total shareholders' equity	65,458	84,973
Contingent liabilities (note 6)
Total liabilities and shareholders' equity	$ 254,471	$ 242,068

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New Accounting Pronouncements

9 Months Ended

Sep. 30, 2012

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

2. New Accounting Pronouncements

FASB Accounting Standard Update (“ASU”) No. 2011-08, Testing Goodwill for Impairment, permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. FASB ASU No. 2011-08 was adopted by the Company on January 1, 2012. As at September 30, 2012, the Company completed its annual goodwill impairment test and concluded that there was no impairment.

FASB ASU No. 2011-05, Presentation of Comprehensive Income, requires entities to present net income and comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and comprehensive income. FASB has amended FASB ASU No. 2011-05 with FASB ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards No. 2011-05, which defers the effective date of certain requirements outlined in FASB ASU No. 2011-05 until further deliberated and reinstates the requirements for presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of FASB ASU No. 2011-05. FASB ASU No. 2011-05 was adopted by the Company on January 1, 2012.

FASB ASU No. 2011-04, Fair Value Measurement, provides guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The new standard requires the Company to report the level in the fair value hierarchy of assets and liabilities not measured at fair value on the balance sheet, but for which the fair value is disclosed, and to expand existing disclosures. FASB ASU No. 2011-04 was adopted by the Company on January 1, 2012.

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Segmented Information (Tables)

9 Months Ended

Sep. 30, 2012

Segmented Information [Abstract]

Segmented Information

	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Revenue:
LTL	$	176,209		$	176,407		$	538,585		$	513,758
SCO		30,011			29,752			88,480			86,670
Corporate office and other		—			—			—			—
	$	206,220		$	206,159		$	627,065		$	600,428
	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Operating income (loss) from operations:
LTL	$	(9,178	)	$	(2,878	)	$	(17,320	)	$	(3,135	)
SCO		2,569			2,922			7,038			7,349
Corporate office and other		(1,296	)		(783	)		(3,975	)		(3,687	)
	$	(7,905	)	$	(739	)	$	(14,257	)	$	527
	Three months Ended Sept 30, 2012			Three months Ended Sept 30, 2011			Nine months Ended Sept 30, 2012			Nine months Ended Sept 30, 2011
Depreciation and amortization:
LTL	$	3,925		$	3,582		$	11,401		$	11,160
SCO		326			354			960			1,088
Corporate office and other		26			40			75			125
	$	4,277		$	3,976		$	12,436		$	12,373