quality distribution inc (QLTY) Key Developments
Quality Distribution, Inc. Amends the Amended & Restated By-Laws, Effective December 23, 2014
Dec 23 14
Quality Distribution Inc. announced that effective December 23, 2014, the Board of Directors of Quality Distribution Inc. amended the Amended & Restated By-Laws of the Company. The amendments change the voting standard for the election of directors of the Company from a plurality voting standard to a majority voting standard in uncontested elections. Consequently, in uncontested elections, the number of votes cast in favor of a nominee must exceed the number of votes cast against that nominee’s election for the nominee to be elected. In contested elections where the number of nominees exceeds the number of directors to be elected, the voting standard will continue to be a plurality of votes cast. The amendments also require that each director nominee in an uncontested election tender a contingent letter of resignation to the Board of Directors of the Company, which becomes effective if the director nominee fails to receive the requisite number of votes for re-election at a shareholders meeting and accepted by the Board. In connection with the adoption of a majority voting standard, the By-Laws were amended to require that the Company be notified of any shareholder nomination for director not less than 90 days nor more than 120 days prior to the date of the annual meeting. However, if less than 90 days’ public notice of the date of the annual meeting is provided by the Company, notice of nominations must be provided to the Company not later than 10 days following the day on which the Company provides notice of the date of the annual meeting. The By-Laws also require that the notice contain information regarding the nominee and the nominating shareholder. Only shareholder nominations in accordance with the procedures in the By-Laws are eligible for election. The amendments to the By-Laws also require that notice of any proposals for other business to be considered at an annual meeting be provided to the Company within the same timeframes as applicable to director nominations. Any notice must contain required information regarding the proponent. Proposals not satisfying these requirements would not be properly brought before the annual meeting. The By-Laws are otherwise unchanged. Also in connection with the amendments to the By-Laws, the Company’s Corporate Governance Guidelines were amended to require the Board to consider the contingent resignation of an incumbent director who does not receive a majority of votes in an uncontested election within 90 days following the certification of the shareholder vote and to publicly disclose its decision and its reasons for the decision.
Quality Distribution, Inc. and Quality Distribution, LLC Enters into Amended and Restated Credit Agreement with Bank of America, N.A
Nov 5 14
On November 3, 2014, Quality Distribution Inc. and its wholly owned subsidiary, Quality Distribution, LLC entered into an amended and restated Credit Agreement with Bank of America, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A. and Suntrust Bank, as co-syndication agents, and the lenders party thereto from time to time which amends and restates the existing Credit Agreement, dated August 19, 2011, among the Company, QD LLC, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto from time to time, as amended. The Amended and Restated Credit Agreement provides for a $350.0 million senior secured asset-based revolving credit facility and a $17.5 million senior secured FILO term loan facility.
Quality Distribution Inc. Announces Unaudited Consolidated Earnings Results for the Third Quarter and Nine Months Ended September 30, 2014; Provides Earnings Guidance for the Fourth Quarter and Full Year of 2014
Nov 5 14
Quality Distribution Inc. announced unaudited consolidated earnings results for the third quarter and nine months ended September 30, 2014. The company reported net income of $3.6 million, or $0.13 per diluted share, for the third quarter of 2014, compared to net income of $2.8 million, or $0.10 per diluted share, for the third quarter of 2013. Adjusted net income for the third quarter of 2014 was $6.5 million, or $0.23 per diluted share, compared with adjusted net income of $5.4 million, or $0.20 per diluted share, in the comparable prior-year period. Consolidated revenue for the third quarter of 2014 was $258.5 million, an increase of 9.7% versus the same quarter last year revenue of $235.671 million. Excluding fuel surcharges, revenue for the third quarter of 2014 increased $17.8 million, or 8.7%, compared to the prior-year period. This revenue improvement was primarily due to continued growth in Chemical Logistics, which was driven by increased volumes and positive contribution from new terminals established in 2014. On a consolidated basis, the company generated $13.5 million of operating income in the third quarter of 2014 compared to operating income of $11.6 million in the prior-year period. After adjusting for the non-operating items, third quarter 2014 operating income was $16.8 million or 9.2% above the prior-year period, driven primarily by increased operating income in the Intermodal segment. Adjusted EBITDA for the third quarter of 2014 was $23.5 million, an increase of 4.6% compared to the third quarter of 2013. The company generated operating cash flow for the third quarter of 2014 of $22.4 million, versus $20.9 million in the prior-year period. Borrowing availability under the Company's ABL Facility was $66.4 million at September 30, 2014. This represents a decrease from December 31, 2013 due primarily to borrowings used for the partial redemption of the Senior Notes this quarter, and the full settlement of subordinated notes that occurred in the second quarter of 2014. Capital expenditures for the quarter ended September 30, 2014 were $10.5 million, which were offset by $8.8 million of equipment sale proceeds. Income before income taxes was $6.083 million against $3.243 million a year ago. Adjusted income before income taxes was $10.498 million against $8.685 million a year ago. EBITDA was $18.680 million against $17.516 million a year ago.
For the nine months, the company reported total operating revenue of $748.576 million against $704.389 million a year ago. Operating income was $40.464 million against operating loss of $14.622 million a year ago. Income before income taxes was $22.870 million against loss of $30.915 million a year ago. Net income was $18.016 million or $0.64 per diluted share against net loss of $19.240 million or $0.73 per diluted share a year ago. Adjusted income before income taxes was $26.182 million against $23.374 million a year ago. Adjusted net income was $16.128 million or $0.58 per diluted share against $14.546 million or $0.54 per diluted share a year ago. EBITDA was $60.766 million against $11.942 million a year ago. Adjusted EBITDA was $66.060 million against $67.333 million a year ago. For the nine months ended September 30, 2014, capital expenditures, net of proceeds from asset sales, were $8.8 million compared with $1.2 million for the comparable prior-year period. On a year-to-date basis, net capital expenditures were higher in 2014 to support increased transportation volumes in the Chemical Logistics business, consistent with the commitment to capture growth opportunities.
For the fourth quarter of 2014, the company expects adjusted earnings per diluted share to be in the range of $0.14 to $0.18.
For the full year 2014, the Company expects adjusted earnings per diluted share to be in the range of $0.72 to $0.76. These estimates assume a 39% tax rate, and exclude any impacts from non-operating items, reorganization expenses in the Energy Logistics business, and costs related to any potential debt refinancing activity. The Company continues to expect its net capital expenditures for 2014 to be in the range of $10.0 to $15.0 million, and its free cash flow to be in the range of $46.0 to $50.0 million.
Quality Distribution Inc. to Report Q3, 2014 Results on Nov 05, 2014
Oct 27 14
Quality Distribution Inc. announced that they will report Q3, 2014 results at 5:00 PM, Eastern Standard Time on Nov 05, 2014
Quality Distribution Inc., Q3 2014 Earnings Call, Nov 06, 2014
Oct 27 14
Quality Distribution Inc., Q3 2014 Earnings Call, Nov 06, 2014