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Quality Distribution, Inc. (NASDAQ:QLTY)

2013 Credit Suisse Global Industrials Conference Call

December 5, 2013 9:00 AM ET

Executives

Gary Enzor – Chairman and Chief Executive Officer

Joseph Troy – Chief Financial Officer

Analysts

Allison M. Landry – Credit Suisse Securities LLC

Allison M. Landry – Credit Suisse Securities LLC

Okay. Good morning. Thanks. We have Quality Distribution here with us today. Gary Enzor will be speaking for a few minutes followed by Joe Troy, who is the CFO and they have some interesting stories to tell within the energy and chemical space, which has been very in vogue over the last several years, given shale developments in North America. So we are very interested to hear some of the positives that you guys have to talk about.

Gary Enzor

Thanks, Allison. First slide is Reg FD disclaimer, so just refer everybody to the website for that. If you look at Quality, it’s a business with three segments. The primary business is a core chemical segment logistics, that’s about $600 million of revenue. The middle segment is intermodal, that’s about $130 million in revenue and the segment on the right is energy, that’s roughly $170 million in revenue and I’d probably have this before fuel, the number on the bottom pie is after fuel surcharge. So you can see the split of the segments and you can see the operating income split of the segments on the bottom right.

If you think about Quality, most of the slides will cover this, but probably that one of – couple of the key factors is the bubble on the top left. Quality is an asset-light business. It’s a business that is very heavy logistics. When you look at our model in the chemical spaces essentially, we call them affiliate. They operate kind of like franchisees and because of that, they procure all the trucks.

So our sustaining CapEx across this whole business is about 1% of revenue. If you are an asset heavy carrier, you would be 10%, 12%, 14% of revenues. So the asset-light causes us to generate very strong free cash flow, which is the second bubble on the left, and we do believe we have substantial growth opportunities across all of the segments, which we kind of covered in the other chart [ph] and the other bubbles. So I’ll go ahead and move forward.

This chart kind of highlights how we believe the shale gas revolution in North America creating a low natural gas price is creating favorable feedstock for the chemical space, really possibly impacts all three of our business segments. We entered the energy segment really because of the this trend, but it also provides a very good volume particularly in the 2015, 2016, 2017 timeframe for the intermodal and the chemical logistics segment and so I’ll go into that in more detail.

This is just a quick snapshot of our core business, Quality Carriers. It is the market leader. You can see from the map, it operates roughly a 100 locations across North America. Again, I said, it’s a model that is essentially, operates like franchises. so therefore, it’s very asset-light and the affiliates are very good with the customers, because they own the business and we take 15% off the top for providing the back office, the sales support, the – where their insurance company, where their cash flow mechanism and then they basically take 85% and operate with that. So they run well and they can clarify to 10 points and have average affiliate to $20 million to $25 million business.

So for them, I think, they’ve got a lot of skin in the game. They can make nice profit in their variance and need to take care of the customers. And if you look at the bottom right pie, the market for us is pretty diverse if you see refining and water treatment is the blue slides on the right that would essentially be bleached for municipalities, paint and coatings would hit the housing or automotive market; agriculture, the green on the left would be like herbicides for people like Monsanto, and construction would be latex for the housing market. So pie on the left shows that we are the market leader and unless the competitors, it is fairly fragmented. So there are opportunities there to continue to rationalize.

If you look at intermodal, Boasso, they operate about eight port cities across North America. They are listed on the map on the top right. They are largest on what they do and they provide not only the transportation, but a heavy service mix of their business. Their business is about one-third to 40% service and then the rest transportation and because of that service component, they end up running a business that operates at about 20% EBITDA margins, but only has a 2% CapEx need.

So they generate tremendous cash flow. We bought them in the very end of 2007. They had $9 million of EBITDA. Now, they’re much closer to $24 million, $25 million of EBITDA, and they had $70 million of revenue, when we bought them and they are closer to $130 million now. So they’ve done a great job over the last five years – six years growing the business, and as the market leader in what they do, they are well positioned with good opportunities and I’ll talk about their growth later.

We entered the shale market in 2010 and since then, we’ve built it up to an operation, where we’re operating and the first shale was the Marcellus shale, then we went to the Eagle Ford shale. We are now in the Permian. We’re also in the Utica. We are in the Bakken up in North Dakota. We are in the Woodford shale and we’re also entering the Tuscaloosa Marine shale right now.

So our vision here, started out a little bit bumpy. We started out asset heavier in the space than we wanted to, but we are in the process right now of affiliating our Oklahoma operations, which would be the Woodford shale and also are working to affiliate the other half of our Eagle Ford operations. As we get everything affiliated, the only really sizable operation left will be the Bakken shale that would be a company store. So fairly asset light, because it’s an owner operator business model, but overtime, we really have the strategic objective to make this a business that is primarily moving oil, that is affiliated across the board, that is asset light and operates like our chemical business with the goal of getting to $250 million to $300 million of revenue in the next 24 months and basically doubling the current EBITDA stream, those are our objectives.

And as we’ve learnt through the business and we’ve done a lot of work, Jeo particularly, on right sizing the assets and optimizing them across the shale. Still got quite a bit more work to do. This business is a work in progress I would say for another 12 months, but it’s coming together the way we want. This is a list of our customers. They’re typically all the blue chip chemical customers since we are the leader in moving chemicals. Excellent DSO in the space, I think we tend to be about mid-30s DSO, so they are good customers, they pay you well. And then you see on here some of the energy customers as well like Anadarko, Arclin and Hunt [ph], so we’re growing out our portfolio of energy businesses and overtime we want to add several of the major producers.

If we think about our three businesses from a growth perspective, the chemical business, it’s got favorable [Audio Dip] feedstock occurring, as particularly coming on stream in the 2017, 2016 timeframe with a blue chip customer base. We’re the first call from all these customers if they’re going to move chemicals, so well positioned to capitalize on those trends. The intermodal space, ISO containers still continue to take share from drums and if you go back 30 years, everything was moving on a drum. If you look at it today, about 45% of the product still moves on a drum, but ISOs continue to chip away at that 2, 3, 4 points every year, because people would rather move in a safer 6,000 gallon containers than drums. So it sort of has some inherent growth built into the intermodal segment.

And then if you look at the energy segment, we feel like with our footprint, with the shale gas projected trends and you could see the oil trends on the bottom right are projected to continue to grow at a substantial rate and natural gas production will recover in the next few years as that becomes more utilized across both the transportation and power infrastructure. So – but we’re really focused on the oil side. We don’t need the natural gas in our objectives.

And so the way I think about it is quality should be a mid single digit grower. That was the first call. We’ve got an advantageous pricing environment going forward, because high demand will be in our favor and so when you look at all the increased production, that should be capable of mid single digit growth. The intermodal business has grown high single digit since we’ve owned it. We expect the ISO containers that are pictured here to continue to knock off the drums and so we – our view is that should be a high single digit grower going forward. And energy, because of the footprint and because of our understanding of the shales and the fact that we are in more than half a dozen already and plan to get in several more, believe we can organically grow that double-digit for the next few years anyway.

So it’s kind of an overview of the business model and the growth perspectives. I’ll turn it over to Joe for the financial highlights.

Joseph Troy

Thanks, Gary. Very briefly just want to go through Q3 results. We had very good top line results. Each one of our segments did have growth. Our chemical business continues to have very solid growth. There is good market conditions out there. Our driver accounts are up about 2% and we’ve had a little bit of increased pricing. Our intermodal business continues to do very well. They have very solid depot businesses or service business model. They generate very good margins and that has been growing.

Although that did tail down a little bit in the third quarter and should tail a little bit more in the fourth quarter as we head into a seasonally slow period, but that business continues to do very well and our energy business had good top line growth. We had strong operations in primarily in the Eagle Ford. The real story for Q3 though was our cash flow generation, so we have very strong free cash. Q3 tends to be our strongest free cash flow quarter and we used the preponderance of this free cash to reduce debt and that’s really been our stated objective is to reduce debt ahead of our refinancing opportunities next year for the bonds and I’ll get to that in a second.

We had actually negative net CapEx. During the quarter, we continued to, as Gary said, optimize our asset base and reduce suboptimal assets in primarily in the energy space. So it has generated a little bit of losses through the P&L, but it’s the right thing to do to right size the fleet, so we continue to be aggressive about that. And then in July, we had $22.5 million bond redemption. We have another one of those coming up next year.

On an overall basis, we got very – we believe a simplified business model. so it’s asset-light, driven by affiliates. we were in a high growth, high margin intermodal business. It’s also even though, it’s a company model, it’s also a very asset-light model, lots of owner operators. we leased our facilities. We don’t own any of the ISO containers.

So that’s very positive from a return on invested capital standpoint and very good outlook in the chemical space. So good strong upward momentum especially on the cash flow side and a really renewed focus on asset-light, already had that in the chemical space, we had to take an affiliate back about a year ago, we’ve now pushed all of those affiliations or all those terminals back out to other affiliates. So we’re back to the asset-light in chemicals.

And then on the energy space, we’ve got several opportunities to affiliate especially in the Oklahoma area. and so we continue to march down the path of moving the energy business to be looking more like our chemical business and we are increasing – increasing utilization rates on our equipment. So we’ve had a renewed focus on utilization across the board and our folks doing a really job of not only rationalizing assets, but just improving opportunities to improve productivity across the board.

Our financial profile continues to be very strong. we’ve got NOLs. we won’t be a cash tax payer, probably through 2015, maybe into early 2016. We have a very long maturity profiles, we really have no near-term debt maturities, our net leverage right now is about 4.4 times and it has been coming down and will continue to decline.

And on our cost of debt side, about $22.5 million bond call as I said, so that that will have a nice reduction in interest expense. we’ve got another one coming July of next year, and then a really big opportunity for earnings improvement in November of next year, when the bonds become first fully callable at 105.

So we’ll be looking very hard in a fact, we’re already looking at the marketplace and determining how we would refinance the debt and really improve the interest expense line item for us, had good top line growth as you could see on the left hand side, but probably the real story of those is our strong cash flow generation.

So right around, $50 million if you look at our net sustaining CapEx at around $10 million and we set a target for 2014 already to be in that $10 million to $15 million net CapEx range. Our run rate, cash interest expense at least today is right around $27 million – $27 million, $28 million that will continue to decline again, as we head for the refinancing.

So if you look at about $50 million type of free cash flow run rate, even at today’s $13 a share where we traded yesterday, that’s a 14% or 15% cash yield. So we got significant free cash flow, what are we using it for right now, reducing debt. 75% to 80% of the free cash flow is going to reduce debt today and we’ll continue to stay on that as again, then as we head for this refinancing.

And this last page is really again, another snapshot of the capital structure, really you can see that again, the big stats around the forms of 2015, 2018, but again, very focused on the debt reduction and as you can see on the right hand side, reducing leverage, we’ve picked up a little leverage in 2012 when we acquired three companies in the energy space. but as you can see, we’re already on our way to rapidly reduce that. we got a long-term target of debt-to-EBITDA somewhere in the 2 to 2.5x range. We would expect to be sub 4x by the time, we refinance around this time in next year. So we’re optimistic about the prospects for the company.

On a near-term basis, just we’re heading into our seasonally slow periods of Q4, Q1 are slowest quarters. but as we look out into the mid part of next year and into 2015, we’re optimistic that we really got some good tailwinds in the chemical business. We’re doing a lot of work to rationalize and right size the energy space moving into the affiliate type of model in the energy space and generating a lot of free cash flow to reduce debt and we think that’s a very good story.

So at this juncture, we’re happy to open it up for questions.

Question-and-Answer Session

Allison M. Landry – Credit Suisse Securities LLC

Thank you. I’ll start with the shale side of the equation. You guys are focused on the wet opportunities. So is there one particular shale that you see the most upside or you are the most excited about at this point?

Gary Enzor

Yes, I think when you look at the shales that we’re playing in, anything that’s oil related, particularly, the Eagle Ford has been a very good shale for us. and I like that shale a lot; I think the Permian has a lot of opportunity and obviously, our biggest operations in the Bakken. So I would probably say all three of those shales probably provide the biggest financial upside, but we just are in the process of affiliating Oklahoma as well and we’re pretty excited about what we think that affiliate will do with oil, both in Oklahoma and Kansas.

Allison M. Landry – Credit Suisse Securities LLC

Are you guys operating at all or would you consider operating in the oil sands up in Canada?

Gary Enzor

We would consider the oil sands, but I think that would be something that would be at least a year out before we were able to get a project link, but I think it has a tremendous opportunity.

Allison M. Landry – Credit Suisse Securities LLC

Okay. And just a longer-term question, you mentioned mid single-digit growth in fee-based chemicals business, but as you think about the ethylene capacity expansions, where do you think that you could see – if we’re talking 2016, 2017, when it really comes online? what could be potential revenue growth picture would look like?

Gary Enzor

I think when you look at the chemical business; it’s historically kind of been a GDP or industrial production tracker. and so that’s kind of blended out at three points. I believe you’ll get at least another two or three points just from all the upside in the investments in the lower cost energy and you – maybe you could have more than that, but you’re challenged, then you run into just drivers. So even – even, if there’s extra revenue, you got to figure how to get the drivers.

Allison M. Landry – Credit Suisse Securities LLC

Okay. And would you guys be moving or involved with the NGLs that are going to the ethylene facilities and the polyethylene that is produced?

Gary Enzor

Right now, that’s not – that’s not something we’re looking at, we’re looking at only the NGLs.

Allison M. Landry – Credit Suisse Securities LLC

Okay. And I also – I’m pretty sure that you guys don’t do this right now, but just thinking about all the issues with crude by rail and perhaps, people having concerns about tank cars. could you leverage your business to sort of getting to the cleanup of the tank cars? is that something that interests you guys or would be a good sort of fit?

Gary Enzor

Yes, we had a business QualaWash that used to wash the tankers and we sold that. so I probably let them play [indiscernible]

Allison M. Landry – Credit Suisse Securities LLC

Fair enough.

Gary Enzor

[Indiscernible] opportunity there, for someone, it’s a big opportunity.

Allison M. Landry – Credit Suisse Securities LLC

Got it. And how have trends persisted, I guess now that we’re in December, I guess in October or November. Are things sort of tracking in mine with the expectations you outlined in the first quarter conference call?

Gary Enzor

Yes, I mean we really don’t have – by that time, we get everything closed out, for November, we really haven’t – Joe even hasn’t had a chance to see November. so we really don’t have different data at this point from where we were on the conference call.

Allison M. Landry – Credit Suisse Securities LLC

Okay, got it. And you guys talked about getting there in terms of reorganizing Oklahoma, and I know that you have been also talking about getting into Texas and North Dakota, [indiscernible] give us an update on the progress there?

Gary Enzor

Was that in the energy side or the chemicals?

Allison M. Landry – Credit Suisse Securities LLC

Yes, Chemicals.

Gary Enzor

Okay. We were actually doing some chemical expenses due in Texas, but – and which is that’s the kind of exciting to some of our existing affiliates when we have looked at that market, particularly Houston, one of our affiliates can stand in the middle. and so we’re already seeing opportunities to further achieve growth in the chemicals space. But in Oklahoma, really, we acquired a company called Dunn’s that was really more than oilfield services and I think we’ve come to learn that, we prefer just to transport the oil, transport the production water, build the business model around that, not all those complexities associated with the services and the volatility.

So that I would say that is, I would kind of consider that business on the right side of Oklahoma with $15 million to $20 million of revenue. and then on the left side of Oklahoma, we had – we’ve been building an oil business over there that had $10 million to $15 million revenue and has another $10 million to $15 million flowing into it. So we see good profitability with our affiliate. He is running the Oklahoma oil. He is also going to take over what’s left of the services business and I think he will do a good job with that.

So as we get all the Oklahoma affiliated, we expect that to end up with much better returns, because he’ll – he is local, he’ll manage it better than we’ve managed it. Texas, again, we’ve had tremendous growth in the Eagle Ford. Our affiliate, which started that, went from 0 to $20 million to $30 million in two years. We acquired a water production mover called Belo Wiley down in Pleasanton, Texas, that’s done well overtime moving the production water, like to get that business affiliated and then I think there’s substantial growth opportunities in the Permian just because it’s such a huge shale and it’s very diverse too and fragmented, so you have to figure out how to cover it, but it just provides tremendous growth opportunity. And as far as the Bakken, we have a footprint up there. That business ranges from $60 million to – it’s probably $60 million to $80 million business. When we originally bought it, it was closer to $100 million. And our focus there is to really move more and more of that revenue to oil versus water and it’s probably a business today with a half and half mix, but we believe that oil is much more stable.

Allison M. Landry – Credit Suisse Securities LLC

When do you think – how long do you think it will take you to get more oil versus water or fully oil versus water?

Gary Enzor

I think to get everything where we want it with a heavy oil mix, it’s 12 more months from now.

Allison M. Landry – Credit Suisse Securities LLC

Okay. And this is also sort of a longer term hypothetical question, but if we do see in the next couple of weeks, I guess, energy reform come out in Mexico and obviously it would take a while for them to start drilling and everything, but is that some thing that you guys have thought about and would be open to probably exploring?

Gary Enzor

It’s not something we’ve spent a lot of time on, but we do have a great Mexican partner that operates a half a dozen terminals very well in Mexico and handles a lot of revenue flow for major customers of ours like Procter & Gamble, Dow. So I would think we would work with him over time to take advantage of that opportunity.

Allison M. Landry – Credit Suisse Securities LLC

Got it.

Unidentified Analyst

Just curious, what – I guess, what inning do you guys think we’re in, I mean, as the pipeline infrastructure gets more and more mature in these plays, I mean, that’s – is that a – that’s a threat to your business, where you think we are in that? Are you seeing that – any of that competition or like we said that the crude by rail is that affecting your business at all?

Gary Enzor

It hasn’t substantially affected it today. I do agree with you, over time, you’ll have more and more pipeline. We still believe there is, a lot of oil has to move from the well to the pipeline. They may only be 30 mile milk runs, but we actually like that business a lot. That’s very good asset utilization, because you can continue to run the truck and you can even run it two shifts a day if you choose, so we’re just looking to match our business model to the market situation and really end up with much more short haul oil over the longer.

Unidentified Analyst

Does any of your fleet or do you plan on to convert any of your fleet to CNG or LNG?

Gary Enzor

I think we will in the long run, but it’s not something we’re working on today.

Unidentified Analyst

And just a last question, if you can just kind of elaborate on the uses of free cash flow maybe into 2015, I know you have the debt servicing this – next year, but is it – I mean, how are you guys thinking about that for the future?

Gary Enzor

I think we would say, as I said earlier, probably the top opportunity is for debt reduction. We set out a long-term goal of 2 to 2.5x debt-to-EBITDA over the longer-term, intermediate term. While that might not be the most optimal capital structure, it tends to be what, I guess, investors seem to favor. So from a pure capital structure and theory perspective, it seems suboptimal to me, but at the same time, we are just recognizing the marketplace for what it is. So we’ll probably continue to push down debt. We have bought back stock opportunistically. We still have a program out there, has no end to it today, so we would still hold that out as a potential for free cash and then investment opportunities. We’ve been out of the marketplace and justifiably so on the acquisition front to right size our energy acquisitions and merge them in properly, but at some point, we’ll start looking again and see opportunities primarily probably in the intermodal and chemical space.

Unidentified Analyst

Thanks.

Allison M. Landry – Credit Suisse Securities LLC

Just a follow-up on your comment that you think that you guys are trying to do what the market wants, market likes lower debt-to-EBITDA ratio, what’s driving your view that where you’re headed is suboptimal, is it just because thinking about the business moving towards more non-asset base, you think that lower debt will be required, but are you thinking that, because expansion opportunities, you want to put some capital to work in terms of building the business?

Gary Enzor

I was really thinking – talking more from a theory standpoint. I mean, the business model as it is today, we can handle debt service. When you look at the type of free cash flow that we have in relation to our interest carry, we cover it very comfortably even in a downside scenario, so when you look at it that way, even through a down cycle or the previous down cycle, the company did have substantial free cash during that period. So we can handle the leverage. We can handle higher leverage than even where we are today, but if there was an optimal capital structure, it would be probably higher than the 2 to 2.5x, but again recognizing the market for what it is, we’ll continue to have that long-term target in mind.

Allison M. Landry – Credit Suisse Securities LLC

Okay. So it just seems like the investors that might be missing that if things did turn south in the economy or whatever it is that, they are cautioned that you wouldn’t be able to make your payments as it relates to the case…

Gary Enzor

Yes.

Allison M. Landry – Credit Suisse Securities LLC

Because you have some cash flow generation?

Gary Enzor

If there are investors that think that way that would be an unfounded, because I think we’ve got – we have a variable cost model, so our ability to contract with business contraction is positive. So we’d be pretty comfortable that even in a downside scenario, we would be able to handle the leverage, but having said that, we’ll continue to push down debt.

Allison M. Landry – Credit Suisse Securities LLC

Got it. Any other questions? Anything that hopefully you guys want to ask that might be interesting in terms of opportunities that we haven’t asked about or anything incremental, the third quarter call that you discussed that it sort of has come up in the last month or so?

Gary Enzor

I would say that, I mean, our focus right now is just on getting to a position where we could take advantage of getting rid of that nine to seven, eight steps to kind of using the cash to get a much stronger or much lower interest cost.

Allison M. Landry – Credit Suisse Securities LLC

Okay. And do you think that – just thinking about, as we’re exiting 2013, heading into 2014, is it fair to say that you should have the business kind of where you want it to be in the next 12 months or is it going to take a little bit longer than that?

Gary Enzor

I would say our goal would be to come out of the end of next year having taken advantage of the opportunity to have lower debt cost, having energy affiliated and operating much better, being well positioned, understanding where the largest chemical growth opportunities are going to come from and have our plans of where we’re going to drop new terminals to capitalize on that. So I would say at the end of next year, we should be in a much better place.

Allison M. Landry – Credit Suisse Securities LLC

That makes sense. [Indiscernible] 2015, sort of right before the capital investments are to come on line, you guys can sort of put yourselves in the right position to capitalize on that opportunity?

Gary Enzor

Correct.

Allison M. Landry – Credit Suisse Securities LLC

Is there any – I know that a lot of them are sort of located in the Southeast, there are a few others I think that are – a couple in the Midwest, would you guys focus primarily on the ones in the Gulf or?

Gary Enzor

Well, I think given our footprint, we’re everywhere in chemicals space. So we would go ahead and we’re in the process of having a study done right now and when we get that back, we’re going to looking at it, but we would plan to play everywhere just because we do that now.

Allison M. Landry – Credit Suisse Securities LLC

Okay. Do you guys see it as – I mean, I think from what we have – we’ve been researching the topic a little bit and it seems like over the past several months that the perceived likelihood of this actually happening or most of it happening is pretty high. Do you think that that’s a fair assessment?

Gary Enzor

From what I know today, I think so. We hope that’s truly impressive.

Allison M. Landry – Credit Suisse Securities LLC

I think that’s truly impressive.

Gary Enzor

Yes.

Allison M. Landry – Credit Suisse Securities LLC

Okay. Thank you guys very much.

Gary Enzor

Thank you.

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