The transaction is expected to be completed in the third quarter of 2015. Under the terms of the agreement, Quality Distribution may solicit alternative proposals from third parties during a 40-day "go-shop" period following the date of execution of the definitive agreement. There can be no assurances that this process will result in a superior acquisition proposal.
http://investor.shareholder.com/qualitydistribution/releasedetail.cfm?ReleaseID=911494
From: LAURA ANREDER (OSCAR GRUSS & SON IN) At: May 7 2015 07:04:37
Subject: (BN) *QUALITY AGREES TO BE BOUGHT BY FUNDS ADVISED BY APAX PARTNERS
BN 05/07 02:36 *QUALITY Q1 2015 FREE CASH FLOW OF $24.7 MILLION
BN 05/07 02:36 *QUALITY REPORTS Q1 ADJUSTED DILUTED EPS OF $0.18
BN 05/07 02:36 *QUALITY REPORTS Q1 DILUTED EPS OF $0.09
BN 05/07 02:34 *QUALITY AGREES TO BE BOUGHT FOR $16.00/SHR IN ALL CASH
BN 05/07 02:33 *QUALITY AGREES TO BE BOUGHT BY FUNDS ADVISED BY APAX PARTNERS
Quality Distribution, Inc. Reports First Quarter 2015 Results
2015-05-07 02:33:05.294 GMT
Quality Distribution, Inc. Reports First Quarter 2015 Results
Quality Reports Q1 Diluted EPS of $0.09 and Adjusted Diluted EPS of $0.18
Quality Generates Q1 2015 Free Cash Flow of $24.7 million
Quality Agrees to be Acquired by Funds Advised by Apax Partners for $16.00 per
Share in All Cash
TAMPA, Fla., May 6, 2015 (GLOBE NEWSWIRE) -- Quality Distribution, Inc.
(Nasdaq: QLTY) ("Quality" or the "Company"), a North American logistics and
transportation provider with market leading businesses, today announced its
results for the first quarter ended March 31, 2015. Unless stated otherwise,
all first quarter 2015 comparisons are relative to the first quarter of 2014.
In a separate announcement, Quality announced today that it has signed a
definitive agreement to be acquired by funds advised by Apax Partners in a
transaction valued at approximately $800 million, including the assumption of
debt, or $16.00 per share in cash. For further information, please refer to
the press release issued today.
First Quarter 2015 Highlights
* Net income was $2.5 million, or $0.09 per diluted share, compared to $3.1
million, or $0.11 per diluted share. Adjusted net income increased 29.6%
to $5.1 million, or $0.18 per diluted share, compared to $3.9 million, or
$0.14 per diluted share. A reconciliation of net income to adjusted net
income is included in the attached financial exhibits.
* Free cash flow (defined below) was $24.7 million, which was used to reduce
debt by $19.9 million; the remaining free cash increased cash balances.
* Quality reduced its leverage by 30 basis points from year-end 2014, ending
the first quarter 2015 with a ratio of Net Debt to Adjusted EBITDA of
3.7x.
"I am pleased with our overall financial performance this quarter, which led
to solid profitability that exceeded our expectations," stated Gary Enzor,
Chairman and Chief Executive Officer. "All three segments were impacted by
adverse weather conditions in the first quarter, but Chemical's and
Intermodal's increased revenues helped drive bottom line profitability. Our
Energy business continues to make strides in shifting its revenue mix toward
steadier post-production activity versus drilling related work, which helped
improve their year-over-year Adjusted EBITDA margins. Overall, the first
quarter was a good start to 2015, and we look forward to maintaining this
positive momentum as we head into our busy season."
First Quarter 2015 Consolidated Results
Excluding fuel surcharges, revenue increased to $207.3 million, or 2.8%
compared to $201.7 million. This improvement was primarily due to the 2014
expansion efforts in Chemical Logistics, which drove increased volumes, along
with strong growth in the Intermodal business, specifically depot services;
these benefits were partially offset by adverse weather conditions and Energy
Logistics' exit from certain underperforming shale regions.
After adjusting for the non-operating items presented in the attached
financial exhibits, operating income was $14.3 million, up 6.4% compared to
$13.4 million. This improvement was driven primarily by a decrease in
insurance costs at Chemical Logistics, as well as increased profitability at
Intermodal resulting from higher margin depot services.
Adjusted EBITDA was higher by 8.4% at $21.0 million compared to $19.4
million. A reconciliation of net income to Adjusted EBITDA is included in the
attached financial exhibits.
First Quarter 2015 Reporting Segment Results
Chemical Logistics
Excluding fuel surcharges, revenue increased $7.5 million or 5.7%, due
primarily to higher volumes from new terminal locations, benefits from an
affiliate acquisition and increased pricing. These benefits were partially
offset by several days of adverse weather in numerous areas of the country,
which tempered overall volume growth.
Adjusting for non-operating items presented in the attached financial
exhibits, operating income was $20.4 million, up 17.7% compared to $17.4
million, and operating margins expanded 150 basis points. This improvement was
driven by a decline in insurance costs, benefits from reductions in fuel
prices and positive conversion from higher volumes and pricing. These benefits
were partially offset by start-up costs for the intermodal initiative, and
lower net equipment rental income resulting from asset sales to affiliates.
Intermodal
Excluding fuel surcharges, revenue increased $3.1 million, or 9.7%. Strong
customer activity drove higher trucking volumes, which also resulted in an
increase in depot services revenue.
In early March, Intermodal experienced an explosion at its Newark, NJ tank
wash facility. This event resulted in several lost days of productivity at
this facility; however, alternative tank wash capacity has been identified.
The remaining trucking and depot services operations at the Newark terminal
were not significantly affected by this incident. The Company established a
$1.0 million workers' compensation reserve equal to the deductible under its
insurance policy for possible claims related to the event, and has adequate
property and business interruption insurance to offset the estimated assets
impaired and potential business related losses from this occurrence.
Adjusting for the workers' compensation reserve mentioned above, operating
income increased to $5.7 million, or 8.1% compared to $5.3 million, and
operating margins expanded 40 basis points. Profit from stronger trucking
volumes and storage and handling activity drove the improvement.
Energy Logistics
Excluding fuel surcharges, revenue was lower by 13.3%. This decline was
primarily due to the Company's decision to exit the underperforming Woodford
and Niobrara shale markets, adverse weather conditions and lower revenues from
the recently affiliated Jourdanton, TX terminal. These declines were partially
offset by solid increases in oil hauling volume in the Bakken shale region,
and stronger activity in the Marcellus and Utica shale regions.
Adjusting for non-operating items presented in the attached financial
exhibits, operating income and Adjusted EBITDA fell by $0.2 million, primarily
due to affiliate concessions associated with transitioning the Jourdanton, TX
terminal. However, Adjusted EBITDA margins expanded 90 basis points due to
strong profit conversion at the Company's Bakken terminal and the elimination
of low margin business in the Woodford and Niobrara shale markets.
Shared Services
Shared services costs totaled $12.9 million compared to $10.5 million. This
increase related primarily to higher driver recruitment and retention
expenses, elevated legal fees from the recently announced definitive agreement
with Apax Partners, as well as increased performance-based incentive
compensation costs.
Balance Sheet and Cash Flow
The Company generated free cash flow of $24.7 million in the first quarter of
2015, due primarily to strong receivable collection efforts alongside
increased proceeds from equipment sales. This cash was used to reduce
outstanding debt by $19.9 million, and increase cash balances.
On January 15, 2015, Quality redeemed $10.0 million of 9.875% Second-Priority
Senior Secured Notes due 2018 ("Senior Notes"). This optional redemption
required a premium payment of $0.5 million and resulted in a non-cash charge
of $0.2 million to write off debt issuance costs during the quarter.
"The first quarter was extremely strong from a cash generation perspective and
we used the cash primarily to repay debt, which is consistent with our stated
strategy to reduce leverage. We also redeemed another $10.0 million of our
Senior Notes, which lowers interest expense going forward," stated Joe Troy,
Chief Financial Officer. "Our asset-light business model continues to produce
strong cash flow, allowing us to strengthen our balance sheet and reduce our
leverage, which ended the quarter at a 3.7x ratio of Net Debt to Adjusted
EBITDA."
Capital expenditures were $9.8 million and proceeds from equipment sales were
$15.1 million, resulting in proceeds exceeding capital expenditures for the
first quarter of 2015 by $5.3 million, compared to net capital expenditures
for the first quarter of 2014 of $7.6 million.
Borrowing availability under the Company's ABL Facility was $60.5 million at
March 31, 2015, representing a slight decrease from December 31, 2014, due
primarily to borrowings used for the partial redemption of the Senior Notes
this quarter.
Mr. Troy continued, "We continue to actively monitor the bank and bond markets
for a potential refinancing of our Senior Notes, and we are prepared to
opportunistically access these markets if conditions warrant. In the absence
of improved market conditions, we plan to use a portion of our free cash flow
throughout the balance of the year to redeem additional Senior Notes."
First Quarter Results Conference Call
Quality will not host its previously announced earnings conference call for
analysts and investors in light of Quality's separate announcement with
respect to its entering into a definitive agreement with funds advised by Apax
Partners. Please refer to that press release announcement for further
information.
Important Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Quality by Apax Partners and its affiliates. In
connection with the proposed transaction, Quality will file with the SEC and
furnish to its stockholders a proxy statement and other relevant
documents. QUALITY STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free
copy of the proxy statement (when it becomes available) and other relevant
documents filed by Quality with the SEC at the SEC's Web site at
http://www.sec.gov. The proxy statement and such other documents filed by
Quality with the SEC may also be obtained for free from the Investor Relations
section of Quality's web site (https://www.qualitydistribution.com/) or by
directing a request to: Quality Distribution Inc., 4041 Park Oaks Blvd, Suite
200, Tampa, FL 33610, Attention: Investor Relations.
Quality and its respective directors, executive officers and other members of
their respective management may be deemed to be participants in the
solicitation of proxies from Quality's stockholders in connection with the
proposed transaction. Information concerning the interests of persons who may,
under the rules of the SEC, be considered participants in the solicitation of
stockholders of Quality in connection with the proposed transaction, which may
be different than those of Quality's stockholders generally, will be set forth
in the proxy statement and other relevant documents to be filed with the
SEC. Stockholders can find information about Quality and its directors and
executive officers and their ownership of Quality stock in Quality's annual
report on Form 10-K for the fiscal year ended December 31, 2014 and in its
definitive proxy statement relating to its 2015 annual meeting of stockholders
filed with the SEC on April 24, 2015. Additional information regarding the
interests of such individuals in the proposed transaction will be included in
the proxy statement to be filed with the SEC in connection with the proposed
transaction.
About Quality
Headquartered in Tampa, Florida, Quality operates the largest chemical bulk
logistics network in North America through its wholly-owned subsidiary,
Quality Carriers, Inc., and is the largest North American provider of
intermodal tank container and depot services through its wholly-owned
subsidiary, Boasso America Corporation. Quality also provides logistics and
transportation services to the unconventional oil and gas industry through its
wholly-owned subsidiaries, QC Energy Resources, Inc. and QC Environmental
Services, Inc. Quality's network of independent affiliates and independent
owner-operators provides nationwide bulk transportation and related services.
Quality is an American Chemistry Council Responsible Care® Partner and is a
core carrier for many of the Fortune 500 companies that are engaged in
chemical production and processing.
This press release contains certain forward-looking information that is
subject to the safe harbor provisions created by the Private Securities
Litigation Reform Act of 1995. Forward-looking information is any statement
other than a statement of historical fact and includes our 2015
expectations. Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expected or projected in the forward-looking statements. Without limitation,
risks and uncertainties regarding forward-looking statements include (1) the
effect of local, national and international economic, credit, capital and
labor market conditions on the economy in general, and on the particular
industries in which we operate, including capacity challenges in the
industry, changes in fuel and insurance prices, interest rate fluctuations,
and downturns in customers' business cycles and shipping requirements; (2) our
substantial leverage and our ability to make required payments and comply with
restrictions contained in our debt arrangements or to otherwise generate
sufficient cash from operations or borrowings under the senior secured credit
facilities to fund our liquidity needs; (3) competition and rate fluctuations,
including fluctuations in prices and demand for transportation services as
well as for commodities such as natural gas and oil; (4) our reliance on
independent affiliates and independent owner-operators; (5) reclassification
of our independent contractors, such as our independent owner-operators, as a
result of legislative, judicial or regulatory changes or for any other reason;
(6) our ability to attract and retain qualified drivers; (7)our potential
liability related to our financial support obligations for third-party
equipment leasing programs; (8) the impact of changes in unconventional oil
and gas production, whether due to changes in oil and gas prices or other
reasons, on demand for our energy logistics services;(9) our liability as a
self-insurer to the extent of our deductibles or other self-insured expenses,
as well as changing conditions and pricing in the insurance marketplace; (10)
increased unionization, which could increase our operating costs or constrain
operating flexibility; (11) changes in or our inability to comply with
governmental regulations and legislative changes affecting the transportation
industry generally or in the particular segments in which we operate; (12)
federal and state legislative and regulatory initiatives, which could result
in increased costs and additional operating restrictions upon us or our
customers; (13) our costs and environmental liabilities from operations
involving hazardous materials; (14) potential disruption at U.S. ports of
entry; (15) diesel fuel prices and our ability to recover costs through fuel
surcharges; (16) our ability to access and use our salt water disposal wells
and other disposal sites and methods in our energy logistics business; (17)
terrorist attacks and the cost of complying with existing and future
anti-terrorism security measures; (18) our dependence on senior management;
(19) the potential loss of our ability to use net operating losses to offset
future income; (20) potential future impairment charges; (21) our ability to
realize benefits from prior and any future acquisitions; (22) adverse weather
conditions; (23) disruptions of our information technology and communications
systems; (24) changes in health insurance benefit regulations; (25) our
liability for our proportionate share of unfunded vested benefit liabilities,
particularly in the event of our withdrawal from any of our multi-employer
pension plans; (26) the assumptions underlying our expectations of financial
results in 2015; and (27) changes in planned or actual capital expenditures
due to operating needs, changes in regulation, covenants in our debt
arrangements and other expenses, including interest expense. Readers are urged
to carefully review and consider the various disclosures regarding these and
other risks and uncertainties, including but not limited to risk factors
contained in Quality Distribution, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2014 and its Quarterly Reports on Form 10-Q, as well
as other reports filed with the Securities and Exchange Commission. Quality
disclaims any obligation to update any forward-looking statement, whether as a
result of developments occurring after the date of this release or for any
other reasons.
EXHIBIT 1
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In 000's) Except Per Share Data
Unaudited
For the Three Months Ended March 31,
2015 2014
OPERATING REVENUES:
Transportation $ 173,244 $ 169,526
Service revenue 34,079 32,187
Fuel surcharge 23,124 32,774
Total operating revenues 230,447 234,487
OPERATING EXPENSES:
Purchased transportation 152,756 157,619
Compensation 23,465 21,255
Fuel, supplies and maintenance 23,434 23,130
Depreciation and amortization 5,290 5,495
Selling and administrative 8,140 7,258
Insurance costs 5,294 6,271
Taxes and licenses 626 936
Communications and utilities 1,169 932
Gain on disposal of property and (672) (511)
equipment
Total operating expenses 219,502 222,385
Operating income 10,945 12,102
Interest expense 6,582 7,364
Interest income (120) (124)
Write-off of debt issuance costs 166 --
Other expense 400 157
Income before income taxes 3,917 4,705
Provision for income taxes 1,393 1,632
Net income $ 2,524 $ 3,073
PER SHARE DATA:
Net income per common share
Basic $ 0.09 $ 0.11
Diluted $ 0.09 $ 0.11
Weighted average number of shares
Basic 27,885 27,090
Diluted 28,170 27,970
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES EXHIBIT 2
CONSOLIDATED BALANCE SHEETS
(In 000's)
Unaudited
March 31, 2015 December 31, 2014
ASSETS
Current assets
Cash and cash equivalents $ 6,422 $ 1,358
Accounts receivable, net 131,308 136,790
Prepaid expenses 16,362 14,118
Deferred tax asset, net 27,668 29,333
Other current assets 10,822 10,374
Total current assets 192,582 191,973
Property, plant & equipment, net 145,396 156,249
Assets held-for-sale 2,929 2,040
Goodwill 34,896 34,896
Intangibles, net 15,017 15,388
Non-current deferred tax asset, net 19,148 18,942
Other assets 7,892 8,295
Total assets $ 417,860 $ 427,783
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Current maturities of indebtedness $ 2,080 $ 2,699
Current maturities of capital lease 262 334
obligations
Accounts payable 9,047 12,955
Independent affiliates and independent 21,694 15,110
owner-operators payable
Accrued expenses 35,874 32,617
Environmental liabilities 3,966 4,389
Accrued loss and damage claims 9,104 8,851
Total current liabilities 82,027 76,955
Long-term indebtedness, less current 328,889 348,080
maturities
Capital lease obligations, less current 144 182
maturities
Environmental liabilities 3,803 3,830
Accrued loss and damage claims 10,749 10,493
Other non-current liabilities 19,190 19,937
Total liabilities 444,802 459,477
SHAREHOLDERS' DEFICIT
Common stock 452,610 450,625
Treasury stock (12,239) (11,860)
Accumulated deficit (247,341) (249,865)
Stock recapitalization (189,589) (189,589)
Accumulated other comprehensive loss (30,383) (31,005)
Total shareholders' deficit (26,942) (31,694)
Total liabilities and shareholders' deficit $ 417,860 $ 427,783
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
SEGMENT OPERATING RESULTS
(In 000's)
Unaudited
The Company has three reportable business segments for financial reporting
purposes that are distinguished primarily on the basis of services offered.
The Company also separately reports Shared Services, which consists of
corporate and shared services overhead costs, including information
technology, driver recruiting, safety, accounting, tax, stock-based
compensation, pension, environmental and other corporate headquarters costs.
The Company's reportable business segments are:
* Chemical Logistics, which consists of the transportation of bulk chemicals
primarily through our network that includes independent affiliates and
company-operated terminals, and equipment rental income;
* Energy Logistics, which consists primarily of the transportation of crude
oil, disposal water and fresh water for the unconventional oil and gas
market, through our network that includes one company-operated terminal
and terminals operated by independent affiliates, and equipment rental
income; and
* Intermodal, which consists of Boasso's intermodal ISO tank container
transportation and depot services business primarily supporting the
international movement of bulk liquids.
EXHIBIT
3
Three Months Ended March 31, 2015
Chemical Energy Shared
Logistics Logistics Intermodal Services Total
(a) (b)
Operating
Revenues:
Transportation $ 121,930 $ 30,606 $ 20,708 $ -- $ 173,244
Service 17,369 2,252 14,323 135 34,079
revenue
Fuel surcharge 19,510 121 3,493 -- 23,124
Total
operating $ 158,809 $ 32,979 $ 38,524 $ 135 $ 230,447
revenues
Segment
revenue % of 68.9% 14.3% 16.7% 0.1% 100.0%
total revenue
Segment
operating $ 21,732 $ 1,136 $ 5,526 $ (12,831) $ 15,563
income (loss)*
Depreciation
and 2,252 2,165 840 33 5,290
amortization
(Gain) loss on
disposal of (937) 258 7 -- (672)
property and
equipment
Operating $ 20,417 $ (1,287) $ 4,679 $ (12,864) $ 10,945
income (loss)
Three Months Ended March 31, 2014
Chemical Energy Shared
Logistics Logistics Intermodal Services Total
(c) (d)
Operating
Revenues:
Transportation $ 114,623 $ 35,949 $ 18,954 $ -- $ 169,526
Service 17,143 1,946 12,974 124 32,187
revenue
Fuel surcharge 27,052 1,030 4,692 -- 32,774
Total
operating $ 158,818 $ 38,925 $ 36,620 $ 124 $ 234,487
revenues
Segment
revenue % of 67.7% 16.6% 15.6% 0.1% 100.0%
total revenue
Segment
operating $ 18,631 $ 2,736 $ 6,072 $ (10,353) $ 17,086
income (loss)*
Depreciation
and 2,447 2,133 818 97 5,495
amortization
(Gain) loss on
disposal of (948) 437 -- -- (511)
property and
equipment
Operating $ 17,132 $ 166 $ 5,254 $ (10,450) $ 12,102
income (loss)
(a) Operating income in the Energy Logistics segment during the three
months ended March 31, 2015, includes $2.3 million of energy
reorganization costs.
(b) Operating income in the Intermodal segment during the three months
ended March 31, 2015, includes $1.0 million of claims and settlements.
(c) Operating income in the Chemical Logistics segment during the
three months ended March 31, 2014, includes $0.2 million of
independent affiliate conversion costs.
(d) Operating income in the Energy Logistics segment during the three
months ended March 31, 2014, includes $1.1 million of energy
reorganization costs.
* Segment operating income (loss) reported in the business segment tables
above excludes amounts such as depreciation and amortization and gains and
losses on disposal of property and equipment.
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND ADJUSTED NET INCOME
PER SHARE. RECONCILIATION OF NET INCOME TO EBITDA TO ADJUSTED EBITDA.
Adjusted Net Income, Adjusted Net Income per Share, EBITDA and Adjusted EBITDA
are not measures of financial performance or liquidity under United States
Generally Accepted Accounting Principles ("GAAP"). Adjusted Net Income,
Adjusted Net Income per Share, EBITDA and Adjusted EBITDA are presented herein
because they are important metrics used by management to evaluate and
understand the performance of the ongoing operations of Quality's business.
For the three months ended March 31, 2015 and 2014 for Adjusted Net Income,
management uses the Company's actual effective tax rates of 35.6% and 34.7%,
respectively, for calculating the provision for income taxes. In addition, in
arriving at Adjusted Net Income and Adjusted Net Income per Share, the Company
adjusts for significant items that are not part of regular operating
activities. These adjustments include energy reorganization costs, claims and
settlement expenses, independent affiliate conversion costs, note redemption
costs and write-off of debt issuance costs.
EBITDA is a component of the measure used by Quality's management to
facilitate internal comparisons to competitors' results and the bulk
transportation markets that our chemical and energy logistics and intermodal
segments serve. We believe that financial information based on GAAP for
businesses, such as Quality's, should be supplemented by EBITDA so investors
better understand the financial information in connection with their
evaluation of the Company's business. This measure addresses variations among
companies with respect to capital structures and cost of capital (which affect
interest expense) and differences in taxation and book depreciation of
facilities and equipment (which affect relative depreciation expense),
including significant differences in the depreciable lives of similar assets
among various companies. Accordingly, EBITDA allows analysts, investors and
other interested parties in the bulk transportation, logistics and intermodal
industries to facilitate company-to-company comparisons by eliminating some of
the foregoing variations. EBITDA as used herein may not, however, be directly
comparable to similarly titled measures reported by other companies due to
differences in accounting policies and items excluded or included in the
adjustments, which limits its usefulness as a comparative measure. To
calculate EBITDA, net income is adjusted for the provision for income taxes,
depreciation and amortization and net interest expense. To calculate Adjusted
EBITDA, we calculate EBITDA from net income, which is then further adjusted
for items that are not part of regular operating activities, including energy
reorganization costs, claims and settlement expenses, independent affiliate
conversion costs, write-off of debt issuance costs and other non-cash items
such as non-cash stock-based compensation. Adjusted Net Income and Adjusted
Net Income per Share, EBITDA and Adjusted EBITDA should not be considered in
isolation or as a substitute for the consolidated statements of operations
prepared in accordance with GAAP, or as an indication of Quality's operating
performance or liquidity.
QUALITY DISTRIBUTION, INC. AND EXHIBIT 4
SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND ADJUSTED INCOME PER
SHARE
(In 000's)
Unaudited
For the Three Months Ended March 31,
2015 2014
Net income $ 2,524 $ 3,073
Net income per common share:
Basic $ 0.09 $ 0.11
Diluted $ 0.09 $ 0.11
Weighted average number of shares:
Basic 27,885 27,090
Diluted 28,170 27,970
Reconciliation:
Net income $ 2,524 $ 3,073
Adjustments to net income:
Provision for income taxes 1,393 1,632
Energy reorganization costs 2,344 1,100
Claims and settlements 1,000 --
Independent affiliate conversion costs -- 222
Note redemption costs 494 --
Write-off of debt issuance costs 166 --
Adjusted income before income taxes 7,921 6,027
Provision for income taxes at 35.6% and 2,820 2,091
34.7%, respectively
Adjusted net income $ 5,101 $ 3,936
Adjusted net income per common share:
Basic $ 0.18 $ 0.15
Diluted $ 0.18 $ 0.14
Weighted average number of shares:
Basic 27,885 27,090
Diluted 28,170 27,970
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES EXHIBIT 5
RECONCILIATION OF NET INCOME TO EBITDA TO ADJUSTED EBITDA
(In 000's)
Unaudited
For the Three Months Ended March 31,
2015 2014
Net income $ 2,524 $ 3,073
Adjustments to net income:
Provision for income taxes 1,393 1,632
Depreciation and amortization 5,290 5,495
Interest expense, net 6,462 7,240
EBITDA 15,669 17,440
Energy reorganization costs 2,247 1,052
Claims and settlements 1,000 --
Independent affiliate conversion costs -- 222
Write-off of debt issuance costs 166 --
Non-cash stock-based compensation 1,922 671
Adjusted EBITDA $ 21,004 $ 19,385
CONTACT: Michael C. Massi
Vice President of Financial Planning and Investor Relations
800-282-2031 ext. 7235
Quality Distribution, Inc. Logo
-0- May/07/2015 02:33 GMT
