<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
{ X } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY
EXCHANGE ACT OF 1934.
For the quarterly period ended SEPTEMBER 30, 2000
-----------------------------------------------
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: 0-24180
-------------------------------------------------------
Quality Distribution,Inc.
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3239073
------------------------------------------------------------------------------
(State or other jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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.
(X) Yes ( ) No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
( ) Yes ( ) No
APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at SEPTEMBER 30, 2000
------------------------------ ----------------------------------
(Common Stock, $.01 par value) 2,013,649
<PAGE> 2
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
INDEX
Part I Financial Information Page No.
Item 1 Financial Statements
Condensed consolidated balance sheets -
September 30, 2000 (unaudited) and December 31, 1999 3-4
Condensed consolidated statements of operations -
three months and nine months ended September 30, 2000
and 1999 (unaudited) 5
Condensed consolidated statements of cash flows -
nine months ended September 30, 2000 and 1999 (unaudited) 6
Notes to condensed consolidated financial
statements 7-22
Item 2 Management's Discussion and Analysis
of Financial Condition and Results
of Operations
Management's discussion and analysis of financial
condition and results of operations 23-26
Part II Other Information
Item 1 Legal proceedings 27
Item 4 Submission of matters to a vote of
security holders 27
Item 6 Exhibits
Reports on Form 8-K 27
Signatures 28
<PAGE> 3
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
(Unaudited) *
----------- ------------
<C> <C>
<S>
ASSETS
Current Assets
Cash $ 3,198 $ 1,050
Accounts receivable 111,871 122,538
Allowance for doubtful accounts (7,034) (6,438)
Current maturities of other receivables 2,979 2,159
Inventories 1,649 1,763
Prepaid expenses 11,742 11,053
Prepaid tires 9,087 9,279
Income tax receivable 354 354
Deferred income taxes 12,811 15,214
Other 723 689
--------- ---------
Total Current assets 147,380 157,661
Property, plant and equipment 322,449 317,652
Less - accumulated depreciation and
amortization (147,339) (128,895)
--------- ----------
175,110 188,757
Intangibles and goodwill, net 154,907 158,414
Insurance proceeds receivable - 11,403
Other Assets 23,245 26,006
-------- ---------
$500,642 $542,241
======== =========
</TABLE>
* Condensed from audited financial statements
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 4
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(continued)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
(Unaudited) *
---------- ----------
<C> <C>
<S>
Current Liabilities
Current maturities of indebtedness $ 2,932 $ 18,026
Accounts payable and accrued expenses 63,696 72,424
Independent contractors payable 10,668 8,191
Other current liabilities 2,479 4,697
Income tax payable 1,470 854
------- -------
Total Current liabilities 81,245 104,192
Long term debt, less current maturities 274,094 275,967
Capital lease obligations, less current
maturities 6 163
Subordinated debt 140,000 140,000
Environmental liabilities 42,610 49,346
Other long term obligations 12,271 15,870
Accrued loss and damage claims 3,395 3,395
Minority interest in subsidiaries 4,434 4,434
Manditorily redeemable preferred stock 13,523 12,437
Redeemable common stock (30,239 shares) 1,210 1,210
Stockholders' equity (deficit)
Common stock 20 20
Additional paid-in-capital 105,083 104,915
Retained earnings 14,320 21,320
Stock recapitalization (189,589) (189,589)
Foreign currency translation (718) (177)
Note receivable (1,262) (1,262)
--------- ---------
Total stockholders' equity (deficit) (72,146) (64,773)
--------- --------
$500,642 $542,241
========= ========
</TABLE>
* Condensed from audited financial statements.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 5
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
2000 1999 2000 1999
------- -------- ------- --------
<C> <C> <C> <C>
<S>
Operating Revenues
Transportation $390,546 $394,218 $125,495 $131,744
Other 49,776 46,462 16,466 17,512
-------- -------- -------- --------
440,322 440,680 141,961 149,256
Operating Expenses
Purchased transportation 248,831 239,854 80,970 82,254
Depreciation and amortization 28,238 47,640 9,733 18,119
Other operating expenses 135,354 138,966 44,058 46,697
--------- -------- -------- ---------
Operating income 27,899 14,220 7,200 2,186
Interest expense, net 30,210 29,487 10,007 10,031
Other (income) expense (54) (111) (9) (24)
--------- --------- -------- --------
Income (loss) before taxes (2,257) (15,156) (2,798) (7,821)
Income tax expense (benefit) 3,431 (5,358) 2,946 (2,669)
Minority interest 226 21 76 12
--------- --------- --------- --------
Net income (loss) $(5,914) $(9,819) $(5,820) $(5,164)
Preferred stock dividends
and accretions (1,086) (1,203) (364) (401)
-------- --------- --------- ---------
Net income (loss) attributable
to common shareholders $(7,000) $(11,022) $(6,184) $(5,565)
========= ======== ========= =========
Per Share Data:
Basic and diluted earnings
(loss) per common share $(3.48) $(5.48) $ (3.07) $(2.76)
======= ======= ======== ========
Weighted average shares
Outstanding 2,014 2,011 2,014 2,014
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 6
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) - (In thousands)
<TABLE>
<CAPTION>
Nine months ended September 30,
2000 1999
-------- -------
<C> <C>
<S>
Cash provided by (used for)
Operating activities:
Net income (loss) $ (5,914) $( 9,819)
Adjustments for non cash charges 31,598 43,079
Changes in assets and liabilities 4,900 (30,676)
-------- ---------
Net cash provided by operating
activities 30,584 2,584
Investing activities:
Capital expenditures (14,750) (18,205)
Proceeds from asset dispositions 3,506 13,584
Other - (270)
-------- --------
Net cash (used for) provided by
investing activities (11,244) (4,891)
Financing activities:
Proceeds from issuance of debt - 6,686
Payment of debt obligation (17,124) (4,042)
Issuance of common stock 169 227
Other - (222)
------- ---------
Net cash provided by (used in)
financing activities (16,955) 2,649
-------- ---------
Net Increase (decrease) in cash 2,385 342
Effect of exchange rate changes on cash (237) (94)
Cash, beginning of period 1,050 85
-------- ---------
Cash, end of period $ 3,198 $ 333
======== =========
Cash payments (refunds received) for:
Interest $ 24,426 $ 27,125
Income taxes $ 225 $ 97
Non cash financing activities:
Preferred Stock Accretion $ 1,086 $ 401
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 7
FORM 10-Q
Item 1. Financial Statements
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The accompanying unaudited condensed, consolidated financial statements of
Quality Distribution, Inc. (the "Company") have been prepared in accordance with
the instructions to Form 10-Q and do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments and accruals) considered necessary
for a fair presentation have been included. Certain reclassifications have
been made in the fiscal 1999 statements to conform to the 2000 presentation.
For further information, refer to the consolidated financial statements and
notes thereto for the year ended December 31, 1999, included in the Company's
Form 10-K dated March 30, 2000.
Operating results for the quarter ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the entire fiscal year.
2. CHEMICAL LEAMAN ACQUISITION:
On August 28, 1998, the Company completed its agreement and plan of merger
with Chemical Leaman Corporation ("CLC") and the shareholders of CLC in a
transaction accounted for as a purchase.
On February 3, 1999 the Company entered into a settlement agreement with the
former shareholders of CLC regarding the remaining consideration owed in the
CLC acquisition. The agreement called for a payment of $3 million of restricted
cash to the former shareholders as a settlement of final payment of amounts
owed under the merger agreement and a cancellation of the 5,000 preferred
shares issued in connection with the acquisition. This agreement resulted in
the recording of additional goodwill of approximatley $3 million.
3. COMPREHENSIVE INCOME:
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income"
("SFAS 130"). SFAS 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statements and (b)
display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in-capital in the stockholders' equity
section of the consolidated balance sheets for annuual financial statements.
The Company adopted SFAS 130 in 1998 and accordingly, Comprehensive Income
is as follows:
<PAGE>8
FORM 10 - Q
ITEM 1 - Financial Statements
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)-(continued)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
------- -------- ------- --------
<C> <C> (C> <C>
<S>
Net income (loss) $(5,914) $(9,819) $(5,820) $(5,164)
Other comprehensive income, net of tax:
Foreign currency translation adjustments (541) 306 (291) (123)
-------- -------- -------- --------
Comprehensive income (loss) $(6,455) $(9,513) $(6,111) $(5,287)
======== ======== ======== ========
</TABLE>
4. DERIVATIVES:
The Company utilizes derivative financial instruments to reduce its exposure
to market risks from changes in interest rates and foreign exchange rates.
The instruments primarily used to mitigate these risks are interest rate
swaps and foreign exchange contracts. All derivative instruments held by the
Company are designed as hedges and accordingly, the gains and losses from
changes in derivative fair values are deferred. Gains and losses upon settle-
ment are recognized in the statement of operations or recorded as part of the
underlying asset or liability as appropriate. The Company is exposed to credit
related losses in the event of nonperformance by counterparties to these
financial instruments however, counterparties to these agreements are major
financial institutions; and the risk of loss due to nonperformance is considered
by management to be minimal. The Company does not hold nor issue interest rate
swaps or foreign exchange contracts for trading purposes.
The Financial Accounting Standards Board ("FASB") issued FAS 133,"Accounting
for Derivative Instruments and Hedging Activities," which is effective for the
Company's fiscal year beginning in 2001 (as extended by FAS 137). This Statement
requires that derivative instruments be recognized as assets or liabilities and
measured at fair value. The Company does not anticipate a material effect upon
adoption of this standard.
The Company currently has appproximately $317.0 million of variable interest
debt. The Company has entered into interest rate swap agreements designed as
a partial hedge of the Company's portfolio of variable rate debt. The purpose
of these swaps is to fix interest rates on variable rate debt and reduce certain
exposures to interest rate fluctuations. At September 30, 2000 the Company had
interest rate swaps with a notional amount of $65.0 million. During the third
quarter of this year, the Company sold swaps with a notional amount of $35.0
million, resulting in a profit of $0.4 million.
The notional amounts do not represent a measure of exposure of the Company.
The Company will pay counterparties interest at a fixed rate ranging from
5.41% to 5.48%, and the counter parties will pay the Company interest at a
variable rate equal to LIBOR. The LIBOR rate applicable to these agreements
at September 30, 2000 was 6.62%. These agreements mature and renew every
<PAGE>9
FORM 10 - Q
Item 1 - Financial Statements
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited) - (continued)
three months and expire on September 2, 2001. A 10% fluctuation in interest
rates would have a $2.4 million impact, net of interest rate swap agreements,
on future earnings.
The Company has entered into short-term foreign currency agreements to exchange
US dollars (US $8,300) for Canadian dollars (CN $12,406). The purpose of these
agreements is to hedge against fluctuations in foreign currency exchange
rates. The Company is required to make US dollar payments at fixed exchange
rates ranging from 1.4888 to 1.5046, and as such, the market risk based upon a
10% fluctuation in the exchange rate in immaterial.
5. ENVIRONMENTAL MATTERS:
The Company's activities involve the handling, transportation, storage, and
disposal of bulk liquid chemicals, many of which are classified as
hazardous materials, hazardous substances, or hazardous wastes. The
Company's tank wash and terminal operations engage in the storage or
discharge of wastewater and stormwater that may contain hazardous
substances, and from time to time the Company stores diesel fuel and other
petroleum products at their terminals. As such, the Company is subject to
environmental, health and safety laws and regulation by U.S. federal,
state, local and Canadian government authorities. Environmental laws and
regulations are complex, change frequently and have tended to become more
stringent over time. There can be no assurance that violations of such laws
or regulations will not be identified or occur in the future, or that such
laws and regulations will not change in a manner that could impose material
costs on the Company.
The Company has environmental management programs that it carries out in
conjunction with its safety program. Facility managers are responsible for
environmental compliance. Self-audits are required to address operations,
safety training and procedures, equipment and grounds maintenance,
emergency response capabilities, and wastewater management. The Company
also contracts with an independent environmental consulting firm that
conducts periodic, unscheduled, compliance assessments, which focus on
conditions with the potential to result in releases of hazardous substances
or petroleum, and which also include screening for evidence of past spills
or releases. The Company's relationship to its affiliates could, under
certain circumstances, result in the Company incurring liability for
environmental contamination attributable to an affiliate's operations,
although the Company has not incurred any such derivative liability in the
past. The Company's environmental management program is extended to its
affiliates.
The Company's wholly-owned subsidiary, EnviroPower, Inc., is staffed with
environmental experts who manage the Company's environmental exposure
relating to historical operations and develop policies and procedures,
including periodic audits of the Company's terminals and tank cleaning
facilities, in order to minimize the existence of circumstances that could
<PAGE>10
Form 10-Q
Item 1 - Financial Statements
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited) - (continued)
lead to future environmental exposure. EnviroPower is also the Company's
principal interface with the U.S. Environmental Protection Agency ("EPA")
and various state environmental agencies.
As a handler of hazardous substances, the Company is potentially subject to
strict, joint and several liability for investigating and rectifying the
consequences of spills and other environmental releases of such substances
either under CERCLA or comparable state laws. From time to time, the
Company has incurred remedial costs and regulatory penalties with respect
to chemical or wastewater spills and releases at its facilities and,
notwithstanding the existence of its environmental management program, the
Company cannot assure that such obligations will not be incurred in the
future, nor that such liabilities will not result in a material adverse
effect on the Company's financial condition or results of operations or
its business reputation. As the result of environmental studies conducted
at its facilities in conjunction with its environmental management
program, the Company has identified environmental contamination at
certain of such sites which will require remediation.
The Company has also been named a "potentially responsible party," or has
otherwise been alleged to have some level of responsibility, under CERCLA
or similar state laws for cleanup of off-site locations at which the
Company's waste, or material transported by the Company, has allegedly been
disposed. The Company has asserted defenses to such actions and has not
incurred significant liability in the CERCLA cases settled to date. While
the Company believes that it will not bear any material liability in any
current or future CERCLA matters, there can be no assurance that the
Company will not in the future incur material liability under CERCLA or
similar laws. See "Risk Factors -- Transporting Hazardous Substances Could
Create Environmental Liabilities" for a discussion of certain risks of the
Company associated with transporting hazardous substances.
CLC is currently solely responsible for remediation of the following two
federal Superfund sites:
Bridgeport, New Jersey. During 1991, CLC entered into a Consent Decree with
the EPA filed in the U.S. District Court for the District of New Jersey,
U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG)
(D.N.J.), with respect to its site located in Bridgeport, New Jersey,
requiring CLC to remediate groundwater contamination. The Consent Decree
required CLC to undertake Remedial Design and Remedial Action ("RD/RA")
related to the groundwater operable unit of the cleanup.
In August 1994, the EPA issued a Record of Decision, selecting a remedy for
the wetlands operable unit at the Bridgeport site at a cost estimated by
the EPA to be approximately $7 million. In October 1998, the EPA issued an
administrative order that requires CLC to implement the EPA's wetlands
remedy. In April 1998, the federal and state natural resource damages
trustees indicated their intention to bring claims against CLC for natural
resource damages at the Bridgeport site. CLC has finalized a consent decree
with the state and federal trustees that will resolve the natural resource
damages claims. CLC has also entered an agreement in principle to reimburse
<PAGE>11
Form 10-Q
Item 1 - Financial Statements
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited) - (continued)
the EPA's past costs in investigating and overseeing activities at the site
over a three year period for which the Company has established reserves. In
addition, the EPA has investigated contamination in site soils. No decision
has been made as to the extent of soil remediation to be required, if any.
CLC initiated litigation against its insurers to recover its costs in
connection with environmental clean-ups at its sites. In a case captioned
Chemical Leaman Tank Lines, Inc. v. Aetna Casualty & Surety Co., et al.,
Civil Action No. 89-1543 (SSB) (D.N.J.), Chemical Leaman sought from its
insurers reimbursement of substantially all past and future environmental
cleanup costs at the Bridgeport site. In a case captioned The Aetna
Casualty and Surety Company v. Chemical Leaman Tank Lines, Inc., et al., Civil
Action No. 94-CV-6133 (E.D. Pa.), Chemical Leaman sought from its insurers
reimbursement of substantially all past and future environmental cleanup
costs at its other sites. In an agreement dated as of November 18, 1999,
Chemical Leaman favorably resolved these outstanding insurance claims
resulting in a net recovery of approximately $30 million of which $18.5
million was received during the fourth quarter of 1999. The remaining
$11.5 was received in the first quarter of 2000.
West Caln Township, PA. The EPA has alleged that CLC disposed of Hazardous
Materials at the William Dick Lagoons Superfund Site in West Caln,
Pennsylvania. On October 10, 1995, CLC entered a Consent Decree with the
EPA which required CLC to
(1) pay the EPA for installation of an alternate water line to provide
water to area residents;
(2) perform an interim groundwater remedy at the site; and
(3) conduct soil remediation. U.S. v. Chemical Leaman Tank Lines, Inc.,
Civil Action No. 95-CV-4264 (RJB) (E.D. Pa.).
CLC has paid all costs associated with installation of the waterline. CLC
has completed a hydro-geologic study, and has commenced activities for
construction of a groundwater treatment plant to pump and treat
groundwater. The EPA anticipates that CLC will operate the plant for about
five years, at which time the EPA will evaluate groundwater conditions and
determine whether a final groundwater remedy is necessary. Field sampling
for soil remediation recently commenced. The Consent Decree does not cover
the final groundwater remedy or other site remedies or claims, if any, for
natural resource damages.
Other Environmental Matters. CLC has been named as PRP under CERCLA and
similar state laws at approximately 40 former waste treatment and/or
disposal sites including the Helen Kramer Landfill Site where CLC recently
settled its liability. In general, CLC is among several PRP's named at
these sites. CLC is also incurring expenses resulting from the
investigation and/or remediation of certain current and former CLC
properties, including its facility in Tonawanda, New York and its former
facility in Putnam County, West Virginia, and its facility in Charleston,
West Virginia. The Company has also favorably settled a toxic tort claim
brought against it and several co-defendants by an uncertified class of
Texas claimants. As a result of its acquisition of CLC, the Company
identified other owned or formerly owned properties that may require
<PAGE>12
Form 10-Q
Item 1 - Financial Statements
QUALITY CARRIERS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited) - (continued)
investigation and/or remediation, including properties subject to the New
Jersey Industrial Sites Recovery Act (ISRA). CLC's involvement at some of
the above referenced sites could amount to material liabilities, and there
can be no assurance that costs associated with these sites, individually or
in the aggregate, will not be material. The Company has established
reserves to cover amounts associated with the Helen Kramer Landfill, CLC's
facility at Tonawanda, New York and CLC's former facility in Putnam County.
6. RESTRUCTURING CHARGE:
The Company initiated a corporate headcount reduction which resulted in a
restructuring charge of $2.1 million being recorded in the third quarter of
2000. This restructuring charge relates to severence payments due to be paid
through 2002. As of September 30, 2000 approximately one-half of the
restructuring charge was paid.
7. GUARANTOR SUBSIDIARIES:
The 10% Series B Senior Subordinated Notes issued in June 1998 and due 2006
are unconditionally guaranteed on a senior unsecured basis pursuant to
guarantees by all the Company's direct and indirect domestic subsidiaries
("The Guarantors").
The Company conducts all of its business through and derives virtually all
its income from its subsidiaries. Therefore, the Company's ability to make
required principal and interest payments with respect all to the Company's
debt depends on the earnings of subsidiaries and its ability to receive funds
from its subsidiaries. The subsidiary guarantors are wholly owned subsidiaries
of the Company and have fully and unconditionally guaranteed the Notes on a
joint and several basis.
The Company has not presented separate financial statements and other
disclosures concerning subsidiary guarantors because management has determined
such information is not material to the holders of the Notes.
The following condensed consolidating financial information presents:
1. Balance Sheets as of September 30, 2000 and December 31,1999.
2. Statements of Operations for the three months ended September 30, 2000
and 1999.
3. Statements of Operations for the nine months ended September 30, 2000
and 1999.
4. Statements of Cash Flows for the nine months ended September 30, 2000
and 1999.
5. The parent company and combined guarantor subsidiaries.
6. Elimination entries necessary to consolidate the parent company and all
its subsidiaries.
<PAGE> 13
FORM 10-Q
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2000
(Unaudited)
(In thousands)
<TABLE>
<CAPTION> Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
--------- -------- -------- ------- --------
<C> <C> <C> <C> <C>
<S>
ASSETS
Current Assets
Cash and cash equivalents $ - $ 2,773 $ 425 $ - $ 3,198
Accounts receivable, net - 105,596 (759) - 104,837
Inventories - 1,442 207 - 1,649
Prepaid expenses and
other current assets - 36,852 844 - 37,696
-------- -------- -------- -------- ---------
Total Current assets - 146,663 717 - 147,380
Property and equipment,net - 153,088 22,022 - 175,110
Intangibles & goodwill,net - 153,967 940 - 154,907
Insurance proceeds receivable - - - - -
Other assets 100,000 23,151 94 (100,000) 23,245
Investment in subsidiaries 259,613 - - (259,613) -
--------- -------- -------- -------- -------
$359,613 $476,869 $23,773 $(359,613) $500,642
======== ========= ======== ========= =========
</TABLE>
<PAGE> 14
FORM 10-Q
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2000
(Unaudited) - (In thousands, continued)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
--------- ---------- --------- ------- -------
<C> <C> <C> <C> <C>
<S>
Current Liabilities
Current maturities of
indebtedness $ 2,932 $ - $ - _ $ 2,932
Accounts payable and
accrued expenses - 59,636 4,060 - 63,696
Independent contractors
payable - 10,475 193 - 10,668
Other current liabilities - 1,674 805 - 2,479
Income tax payable - 829 641 - 1,470
--------- -------- -------- ------- -------
Total Current liabilities 2,932 72,614 5,699 - 81,245
Bank debt, less
current maturities 274,094 - - - 274,094
Capital lease obligations,
less current maturities - 6 - - 6
Subordinated debt 140,000 100,000 - (100,000) 140,000
Environmental liabilities - 42,610 - - 42,610
Other long term liabilities - 12,204 67 - 12,271
Deferred income taxes - (2,321) 2,321 - -
Accrued loss and damage claims - 3,395 - - 3,394
Minority interest in subs - 4,434 - - 4,433
Mandatorily redeemable
preferred stock 13,523 - - - 13,523
Redeemable common stock 1,210 - - - 1,210
Stockholders' equity
Common stock and
Additional paid-in-capital 105,103 182,525 15,082 (197,607) 105,103
Retained earnings 14,320 61,402 1,380 (62,782) 14,320
Stock recapitalization (189,589) - (55) 55 (189,589)
Other stockholders' equity (718) - (721) 721 (718)
Note receivable (1,262) - - - (1,262)
-------- -------- --------- -------- --------
Total stockholders'
equity or (deficit) (72,146) 243,927 15,686 (259,613) (72,146)
-------- --------- -------- -------- --------
$359,613 $476,869 $23,773 ($359,611) $500,642
======== ======== ======== ========= ========
</TABLE>
* Condensed from audited financial statements.
<PAGE> 15
FORM 10-Q
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(Unaudited)
(In thousands)
<TABLE>
<CAPTION> Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
--------- -------- --------- ------- ---------
<C> <C> <C> <C> <C>
<S>
ASSETS
Current Assets
Cash and cash equivalents $ - $ 165 $ 885 $ - $ 1,050
Accounts receivable, net - 108,027 8,073 - 116,100
Inventories - 1,547 216 - 1,763
Prepaid expenses and
other current assets - 37,866 882 - 38,748
-------- -------- -------- -------- ---------
Total Current assets - 147,605 10,056 - 157,661
Property and equipment,net - 165,781 22,976 - 188,757
Intangibles & goodwill,net - 157,363 1,051 - 158,414
Insurance proceeds receivable - 11,403 - - 11,403
Other assets 100,000 25,769 237 (100,000) 26,006
Investment in subsidiaries 271,767 - - (271,767) -
--------- -------- -------- -------- -------
$371,767 $507,921 $34,320 $(371,767) $542,241
======== ========= ======= ========= ========
</TABLE>
<PAGE> 16
FORM 10-Q
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(Unaudited, in thousands, continued)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
--------- ---------- --------- ------- -------
<C> <C> <C> <C> <C>
<S>
Current Liabilities
Current maturities of
indebtedness $18,026 $ - $ - _ $ 18,026
Accounts payable and
accrued expenses - 68,169 4,255 - 72,424
Independent contractors
payable - 8,092 99 - 8,191
Other current liabilities - 4,697 - - 4,697
Income tax payable - 334 520 - 854
--------- -------- -------- ------- -------
Total Current liabilities 18,026 81,292 4,874 - 104,192
Bank debt, less
current maturities 264,867 - 11,100 - 275,967
Capital lease obligations,
less current maturities - 163 - - 163
Subordinated debt 140,000 100,000 - (100,000) 140,000
Environmental liabilities - 49,346 - - 49,346
Other long term liabilities - 15,870 - - 15,870
Deferred income taxes - (2,334) 2,334 - - -
Accrued loss and damage claims - 3,395 - - 3,395
Minority interest in subs - 4,434 - - 4,434
Mandatorily redeemable
preferred stock 12,437 - - - 12,437
Redeemable common stock 1,210 - - - 1,210
Stockholders' equity
Common stock and
Additional paid-in-capital 104,935 200,545 15,081 (215,626) 104,935
Retained earnings 21,320 55,210 1,174 (56,384) 21,320
Stock recapitalization (189,589) (55) 55 (189,589)
Other stockholders' equity (177) - (188) 188 (177)
Note receivable (1,262) - - - (1,262)
-------- -------- --------- -------- -------
Total stockholders'
equity or (deficit) (64,773) 255,755 16,012 (271,767) (64,773)
------- ------- -------- -------- -------
$371,767 $507,921 $34,320 ($371,767) $542,241
======= ======== ======= ========= ========
</TABLE>
* Condensed from audited financial statements.
<PAGE> 17
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUALITY DISTRIBUTION,INC.AND SUBS CONDENSED CONSOLIDATING STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2000
(Unaudited) - (In thousands, except per share data)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
------- --------- ---------- -------- --------
<C> <C> <C> <C> <C>
<S>
Operating Revenues
Transportation $ - $118,359 $ 7,136 - $125,495
Other - 16,219 247 - 16,466
-------- -------- -------- -------- -------
- 134,578 7,383 - 141,961
Operating Expenses
Purchased transportation - 80,196 774 - 80,970
Depreciation and amortization - 8,778 955 - 9,733
Other operating expenses - 38,383 5,675 - 44,058
--------- -------- -------- -------- -------
Operating income (loss) - 7,221 (21) - 7,200
Interest expense, net 9,960 - 47 - 10,007
Other (income) expense - (9) - - (9)
Equity in earnings (loss)
of subsidiaries 4,043 - - (4,043) -
--------- --------- -------- --------- ------
Income (loss) before taxes (5,917) 7,230 (68) (4,043) (2,798)
Income taxes (97) 2,964 79 - 2,946
Minority interest - 76 - 76
--------- --------- -------- -------- ------
Net income (loss) $ (5,820) $ 4,190 $ (147) $ (4,043) $ (5,820)
========= ========= ======= ======== =======
</TABLE>
<PAGE> 18
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUALITY DISTRIBUTION,INC.AND SUBS CONDENSED CONSOLIDATING STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited) - (In thousands, except per share data)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
------- --------- ---------- -------- --------
<C> <C> <C> <C> <C>
<S>
Operating Revenues
Transportation $ - $124,465 $ 7,279 - $131,744
Other - 17,026 486 - 17,512
-------- -------- -------- -------- -------
- 141,491 7,765 - 149,256
Operating Expenses
Purchased transportation - 80,822 1,432 - 82,254
Depreciation and amortization - 17,223 896 - 18,119
Other operating expenses - 42,098 4,599 - 46,697
--------- -------- -------- -------- -------
Operating income (loss) - 1,348 838 - 2,186
Interest expense, net 9,884 - 147 - 10,031
Other expense - (24) - - (24)
Equity in earnings (loss)
of subsidiaries 1,277 - - (1,277) -
--------- --------- -------- --------- ------
Income (loss) before taxes (8,607) 1,372 691 (1,277) (7,821)
Income taxes (3,443) 563 211 - (2,669)
Minority Interest - 12 - - 12
--------- --------- -------- -------- ------
Net income (loss) (5,164) 797 480 (1,277) (5,164)
======= ======= ===== ======= ======
</TABLE>
<PAGE> 19
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUALITY DISTRIBUTION,INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING
STATEMENTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2000
(Unaudited) - (In thousands, except per share data)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
------- --------- ---------- -------- --------
<C> <C> <C> <C> <C>
<S>
Operating Revenues
Transportation $ - $368,856 $ 21,690 - $390,546
Other - 49,191 585 - 49,776
-------- -------- -------- -------- -------
- 418,047 22,275 - 440,322
Operating Expenses
Purchased transportation - 246,409 2,422 - 248,831
Depreciation and amortization - 25,343 2,895 - 28,238
Compensation - options - - - - -
Other operating expenses - 119,170 16,184 - 135,354
--------- -------- -------- -------- -------
Operating income (loss) - 27,125 774 - 27,899
Interest expense, net 29,889 - 321 - 30,210
Other (income) expense - (54) - - (54)
Equity in earnings (loss)
of subsidiaries 16,014 - - (16,014) -
--------- --------- -------- --------- ------
Income (loss) before taxes(13,875) 27,179 453 (16,014) (2,257)
Income taxes (7,961) 11,143 249 - 3,431
Minority interest 226 226
--------- --------- -------- -------- ------
Net income (loss) $ (5,914) $15,810 $ 204 ($16,014) $(5,914)
========= ========= ======== ======== =======
</TABLE>
<PAGE> 20
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING
STATEMENTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited) - (In thousands, except per share data)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
------- --------- ---------- -------- --------
<C> <C> <C> <C> <C>
<S>
Operating Revenues
Transportation $ - $373,796 $ 20,422 - $ 394,218
Other - 45,974 488 - 46,462
-------- -------- --------- -------- --------
- 419,770 20,910 - 440,680
Operating Expenses
Purchased transportation - 237,163 2,691 - 239,854
Depreciation and amortization - 44,908 2,732 - 47,640
Other operating expenses - 125,538 13,428 - 138,966
--------- -------- --------- -------- --------
Operating income (loss) - 12,161 2,059 - 14,220
Interest expense, net 29,026 - 461 - 29,487
Other expense - (111) - - (111)
Equity in earnings (loss)
of subsidiaries 8,308 - - (8,308) -
--------- --------- --------- --------- --------
Income (loss) before taxes (20,718) 12,272 1,598 (8,308) (15,156)
Income taxes (10,899) 5,032 509 - (5,358)
Minority interest 21 21
--------- --------- -------- -------- --------
Net income (loss) (9,819) 7,219 1,089 (8,308) (9,819)
========== ======= ======= ======= ========
</TABLE>
<PAGE> 21
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 (Unaudited) - (In thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
------- --------- ---------- ------- ----------
<C> <C> <C> <C> <C>
<S>
Cash provided by (used for)
Operating activities:
Net income (loss) $(5,914) $15,810 $ 204 $(16,014) $ (5,914)
Adjustments for non
cash charges 5,914 23,054 2,630 31,598
Changes in assets/liabilities - (20,501) 9,387 16,014 4,900
-------- --------- --------- -------- --------
Net cash provided by
operating activities - 18,363 12,221 - 30,584
Investing activities:
Capital expenditures - (11,427) (3,323) - (14,750)
Proceeds from asset
dispositions - 2,672 834 - 3,506
Other - - - - -
-------- --------- --------- -------- -------
Net cash provided by (used
for)investing activities - (8,755) (2,489) - (11,244)
Financing activities:
Proceeds from issuance of
long term debt 10,499 - (10,499) - - -
Payment of obligations (17,415) - 291 - (17,124)
Issuance of common stock 169 - - - 169
Issuance of preferred stock - - - -
Recapitalization expenditures - - - - -
Other - - - - -
Net change in intercompany
balances 6,747 (6,747)
-------- ---------- ---------- ------- --------
Net cash provided by
financing activities - (6,747) (10,208) - (16,955)
-------- ---------- ---------- ------- -------
Net increase (decrease) in
cash - 2,861 (476) - 2,385
Effect of exchange rate
changes on cash - (237) - - (237)
Cash, beginning of period - 149 901 - 1,050
--------- --------- --------- ------- -------
Cash, end of period - $ 2,773 $ 425 - $ 3,198
========= ========= ========== ======= =======
</TABLE>
<PAGE> 22
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUALITY CARRIERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 (Unaudited) - (In thousands)
<TABLE>
<CAPTION>
Guarantor Non-Guaran- Consol-
Parent Subs tor Subs Elim's idated
------- --------- ---------- ------- ----------
<C> <C> <C> <C> <C>
<S>
Cash provided by (used for)
Operating activities:
Net income (loss) $(9,819) $ 7,219 $ 1,089 ($8,308) $(9,819)
Adjustments for non
cash charges 9,819 30,438 2,822 - 43,079
Changes in assets/liabilities - (36,596) (2,388) 8,308 (30,676)
-------- --------- --------- -------- --------
Net cash provided by
operating activities - 1,061 1,523 - 2,584
Investing activities:
Other investments - - - - -
Capital expenditures - (15,692) (2,513) - (18,205)
Proceeds from asset
dispositions - 13,103 481 - 13,584
Other - (270) - (270)
-------- --------- --------- -------- -------
Net cash used for investing
activities - (2,859) (2,032) - (4,891)
Financing activities:
Proceeds from issuance of
long term debt 5,870 - 816 - 6,686
Payment of obligations - (3,974) (68) - (4,042)
Issuance of common stock 227 - - - 227
Recapitalization expenditures
Other (222) - (222)
Net change in intercompany
balances (6,097) 6,097
-------- ---------- ---------- ------- -------
Net cash provided by
financing activities - 1,901 748 - 2,649
-------- ---------- ---------- ------- -------
Net increase (decrease) in
cash - 103 239 - 342
Effect of exchange rate
changes on cash - - (94) - (94)
Cash, beginning of period - (721) 806 - 85
--------- --------- --------- ------- ------
Cash, end of period - $ (618) $ 951 - $ 333
========= ========= ========= ======= =======
</TABLE>
<PAGE>23
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
QUALITY DISTRIBUITION, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THIRD QUARTER 2000 COMPARED TO THE THIRD QUARTER 1999
The Company's operating results are affected by shipments for the bulk
chemical industry. Shipments of chemical products are in turn affected by
many other industries, including consumer and industrial products, automotive,
paint and coatings, and paper, and tend to vary with changing economic
conditions. The Company also participates in the shipment of bulk food
products through its food-grade division. The volumes of food products and
certain other consumer products tend to be subject to fewer fluctuations due
to swings in economic activity.
For the quarter ended September 30, 2000, revenues totaled $142.0 million, a
4.9% decrease from revenues of $149.3 million for the same period in 1999.
This decrease is attributable to reduced trucking volume of $10.4 million
plus a decrease of $0.8 million due to the absence of Leaman Logistics, offset
by an increase of $3.9 million related to the contractual implementation of
fuel surcharges.
For the quarter ended September 30, 2000, operating income totaled $7.2
million, an increase of $5.0 compared to $2.2 million for the same period in
1999. Current year operating income was negatively impacted by a $2.1 million
restructuring charge, relating to severence for former employees. Absent this
charge operating income would have been $9.3 million.
The prior year income included a $4.7 million one time depreciation charge
recorded to adjust the estimated usefull life of revenue equipment, thereby
conforming CLC depreciation policies with the Company's and a $2.5 million
charge to depreciation and amortization made in 1999 attributable to the
reduction in the useful life of acquired computer software. Without these one
time charges operating income would have been $9.4 million in 1999.
The operating ratio for the quarter ended September 30, 2000 was 94.9%
compared to 98.5 % for the same period in 1999.
Net interest expense decreased slightly to $10.01 million in the quarter
ended September 30, 2000, from $10.03 million in the quarter ended September 30,
1999. This decrease is the result of higher interest rates on the variable
interest portion of the Company's debt favorably offset by a reduction in
debt from September 30, 1999 to September 30, 2000.
The pretax loss for the quarter ended September 30, 2000 totaled $2.8
million compared to a $7.8 million loss for the same period in 1999.
The effective tax rate increased from 34.1% to 105.3% of pretax income or loss
due to the relative impact of non-deductable items on the different income or
loss amounts.
For the quarter ended September 30,2000, the Company's net loss was $5.8
million compared with a $5.2 million loss for the same period last year.
Basic weighted average shares outstanding remained the same at 2,014,000
in the third quarter of 1999 and 2000. As of September 30, 2000, a total of
2,013,649 shares were outstanding.
<PAGE>24
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1999
For the nine months ended September 30, 2000, revenues totaled $440.3 million,
a slight decrease over revenues of $440.7 million for the same period in 1999.
This decrease is attributable to reduced trucking volume of $8.0 million plus
a decrease of $3.7 million due to the absence of Leaman Logistics, offset by
an increase of $10.6 million relating to the contractual implementation of
fuel surcharges.
For the nine months ended September 30, 2000, operating income totaled $27.9
million, an increase of $13.7 million compared to $14.2 million for the same
period in 1999. This increase is primarily due to the $11.3 million one time
charge in 1999 recording depreciation and amortization attributable to the
reduction in useful life of acquired computer software used in the trucking
operation and the $4.7 million one time charge to adjust the usefull live of
revenue equipment in order to conform the depreciation policies of the Company
and CLC. The current year was negatively impacted by a restucturing charge of
$2.1 million.
The operating ratio for the nine months ended September 30, 2000 was 93.7%
compared to 96.8% for the comparable prior year period.
Net interest expense increased to $30.2 million for the nine months ended
September 30, 2000, from $29.5 million for the nine months ended September 30,
1999. This increase is the result of higher interest rates on the variable
interest portion of the Company's debt favorably offset by a reduction in
average debt levels during the nine months ended September 30, 2000 compared
to the average debt levels during the nine months ended September 30, 1999.
The pretax loss for the nine months ended September 30, 2000 totaled $2.3
million compared to a loss of $15.2 million for the same period in 1999.
The effective tax rate increased from 35.4 % to 152.0 % due to the relative
impact of non-deductablle items on the different pretax income or loss amounts.
For the nine months ended September 30, 2000, the Company's net loss, was $5.9
million compared with a loss $9.8 million for the same period last year.
Basic weighted average shares outstanding year to date increased from
2,011,000 in 1999 to 2,014,000 in 2000.
<PAGE> 25
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
Liquidity and Capital Resources
The Company's primary sources of liquidity are funds provided by operations
and borrowings under various credit arrangements with financial institutions.
Net cash provided by operating activities totaled $30.6 million for the nine
months ended September 30, 2000, versus $2.6 million for the same period
in 1999. This difference is due largely to the increase in accounts receivable
which occured in the prior year.
Cash used by investing activities totaled $11.2 million for the nine month
period ended September 30, 2000, compared to $4.9 million used for the
comparable 1999 period. This decrease was the result of lower proceeds from
asset dispositions, principally Leaman Logistics, offset by reduced capital
expenditures year to date in 2000. Capital was used primarily to acquire
additional revenue equipment to expand the Company's operations.
Cash used in financing activities totaled $17.0 million during the nine
month period ended September 30, 2000, compared to $2.6 million provided in
the the comparable period in 1999. This difference is due to the increased
payment of debt obligations combined with reduced borrowing in 2000.
The Company has a $285,000,000 credit facility with a group of banks
maturing at various times from June of 2004 to 2006. Additionally, the
Company has a revolving credit facility in the amount of $75.0 million until
June 9, 2004. As of September 30, 2000, the Company has available $67.7 million
under this revolving credit facility. The Company also has $100.0 million in
10% senior subordinated notes due in 2006 and $40.0 million in floating
interest rate subordinated term securities also due in 2006.
The Company's management believes that borrowings under the line of credit,
together with available cash and internally generated funds, will be
sufficient to fund QDI's continued growth and meet its working capital
requirements for the foreseeable future.
<PAGE> 26
FORM 10 -Q
PART 1 - FINANCIAL INFORMATION
Forward Looking Statements And Risk Factors
Some of the statements contained in this report discuss future expectations and
contain projections of results of operations or financial condition or state
other "forward-looking" information. Those statements are subject to known and
unknown risks, uncertainties and other factors that could cause the actual
results to differ materially from those contemplated by the statements.
Please see the risk factors set forth in the Company's 1999 Form 10-K which
identify important risk factors such as the Company's high leverage, dependence
on affililiates and owner-operators, environmental risks and claims exposure.
The forward-looking information is based on various factors and was derived
using numerous assumptions. Important factors that could cause our actual
results to be materially different from the forward-looking statements
include general economic conditions, cost and availability of diesel fuel,
adverse weather conditions and competitive rate fluctuations. Future financial
and operating results of QDI may fluctuate as a result of these and other
risk factors as detailed from time to time in company filings with the
Securities and Exchange Commission.
<PAGE> 27
FORM 10-Q
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
Reference is made to Item 3 on page 11 of the Company's Form 10-K for the
year ended December 31, 1999. There have been no material changes in the
Company's legal proceedings since this filing.
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 6. (a) Exhibits: 27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K: None
<PAGE> 28
Signatures
QUALITY DISTRIBUTION, INC.
-------------------------------------------
NOVEMBER 13, 2000 /S/ THOMAS L. FINKBINER
-------------------------------------------
THOMAS L. FINKBINER, (CEO, PRESIDENT)
(DULY AUTHORIZED OFFICER)
NOVEMBER 13, 2000 /S/ DENNIS R. FARNSWORTH
-------------------------------------------
DENNIS R. FARNSWORTH (SR.VP.FINANCE)
(PRINCIPAL FINANCIAL OFFICER)
