Quality Distribution (QLTY) 10-Q 7 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 03, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Trading Symbol	QLTY
Entity Registrant Name	QUALITY DISTRIBUTION INC
Entity Central Index Key	922,863
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		28,095,706

Consolidated Statements of Oper

Consolidated Statements of Operations - Entity [Domain] - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
OPERATING REVENUES:
Transportation	$ 169,439	$ 184,331	$ 342,683	$ 353,857
Service revenue	35,127	34,113	69,206	66,300
Fuel surcharge	22,387	37,155	45,511	69,929
Total operating revenues	226,953	255,599	457,400	490,086
OPERATING EXPENSES:
Purchased transportation	151,936	173,685	304,692	331,304
Compensation	21,858	22,955	45,323	44,210
Fuel, supplies and maintenance	23,958	25,630	47,392	48,760
Depreciation and amortization	5,034	5,403	10,324	10,898
Selling and administrative	10,860	7,780	19,000	15,038
Insurance costs	5,388	4,713	10,682	10,984
Taxes and licenses	929	740	1,555	1,676
Communication and utilities	776	1,023	1,945	1,955
Gain on disposal of property and equipment	(1,534)	(1,202)	(2,206)	(1,713)
Total operating expenses	219,205	240,727	438,707	463,112
Operating (loss) income	7,748	14,872	18,693	26,974
Interest expense	6,059	7,282	12,641	14,646
Interest income	(120)	(121)	(240)	(245)
Gain on early extinguishment of debt		(4,217)		(4,217)
Write-off of debt issuance costs			166
Other (income) expense, net	(2,322)	(154)	(1,922)	3
(Loss) income before income taxes	4,131	12,082	8,048	16,787
Provision for income taxes	1,971	713	3,364	2,345
Net income	$ 2,160	$ 11,369	$ 4,684	$ 14,442
Net income per common share
Basic	$ 0.08	$ 0.41	$ 0.17	$ 0.53
Diluted	$ 0.08	$ 0.41	$ 0.17	$ 0.52
Weighted-average number of shares
Basic	27,960	27,404	27,931	27,248
Diluted	28,380	27,911	28,298	27,809

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - Entity [Domain] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net income	$ 2,160	$ 11,369	$ 4,684	$ 14,442
Other comprehensive income:
Amortization of prior service costs and losses	376	316	753	632
Foreign currency translation adjustment	(76)	(90)	169	(33)
Total other comprehensive income	300	226	922	599
Comprehensive income	$ 2,460	$ 11,595	$ 5,606	$ 15,041

Consolidated Balance Sheets

Consolidated Balance Sheets - Entity [Domain] - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 3,123	$ 1,358
Accounts receivable, net	131,614	136,790
Prepaid expenses	12,171	14,118
Deferred tax asset, net	25,556	29,333
Other	10,750	10,374
Total current assets	183,214	191,973
Property and equipment, net	147,596	156,249
Assets held-for-sale	5,056	2,040
Goodwill	34,896	34,896
Intangibles, net	14,892	15,388
Non-current deferred tax asset, net	19,738	18,942
Other assets	7,594	8,295
Total assets	412,986	427,783
Current liabilities:
Current maturities of indebtedness	4,744	2,699
Current maturities of capital lease obligations	198	334
Accounts payable	8,782	12,955
Independent affiliates and independent owner-operators payable	19,637	15,110
Accrued expenses	33,497	32,617
Environmental liabilities	4,181	4,389
Accrued loss and damage claims	9,321	8,851
Total current liabilities	80,360	76,955
Long-term indebtedness, less current maturities	323,431	348,080
Capital lease obligations, less current maturities	122	182
Environmental liabilities	3,023	3,830
Accrued loss and damage claims	10,656	10,493
Other non-current liabilities	18,338	19,937
Total liabilities	$ 435,930	$ 459,477
Commitments and contingencies-Note 13
SHAREHOLDERS' DEFICIT
Common stock, no par value; 49,000 shares authorized; 29,837 issued and 28,102 outstanding at June 30, 2015 and 29,725 issued and 28,027 outstanding at December 31, 2014	$ 454,155	$ 450,625
Treasury stock, 1,735 shares at June 30, 2015 and 1,698 shares at December 31, 2014	(12,246)	(11,860)
Accumulated deficit	(245,181)	(249,865)
Stock recapitalization	(189,589)	(189,589)
Accumulated other comprehensive loss	(30,083)	(31,005)
Total shareholders' deficit	(22,944)	(31,694)
Total liabilities and shareholders' (deficit) equity	$ 412,986	$ 427,783

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	49,000,000	49,000,000
Common stock, shares issued	29,837,000	29,725,000
Common stock, shares outstanding	28,102,000	28,027,000
Treasury stock, shares	1,735,000	1,698,000

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Deficit - Entity [Domain] - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Accumulated Deficit	Stock Recapitalization	Accumulated Other Comprehensive Loss
Beginning Balance (in shares) at Dec. 31, 2013		28,779	(1,576)
Beginning Balance at Dec. 31, 2013	$ (56,251)	$ 441,877	$ (10,557)	$ (270,505)	$ (189,589)	$ (27,477)
Net income (loss)	14,442			14,442
Issuance of restricted stock		19
Forfeiture of restricted stock (shares)			(48)
Forfeiture of restricted stock	(449)		$ (449)
Amortization of restricted stock	1,167	$ 1,167
Amortization of stock options	535	$ 535
Stock option exercises (in shares)		785
Stock option exercises	4,406	$ 4,406
Adjustment to pension obligation, net of tax	632					632
Foreign currency translation adjustment, net of tax	(33)					(33)
Ending Balance (in shares) at Jun. 30, 2014		29,583	(1,624)
Ending Balance at Jun. 30, 2014	(35,551)	$ 447,985	$ (11,006)	(256,063)	(189,589)	(26,878)
Beginning Balance (in shares) at Dec. 31, 2014		29,725	(1,698)
Beginning Balance at Dec. 31, 2014	(31,694)	$ 450,625	$ (11,860)	(249,865)	(189,589)	(31,005)
Net income (loss)	4,684			4,684
Issuance of restricted stock		85
Forfeiture of restricted stock (shares)			(37)
Forfeiture of restricted stock	(386)		$ (386)
Amortization of restricted stock	2,967	$ 2,967
Amortization of stock options	317	$ 317
Stock option exercises (in shares)		27
Stock option exercises	246	$ 246
Adjustment to pension obligation, net of tax	753					753
Foreign currency translation adjustment, net of tax	169					169
Ending Balance (in shares) at Jun. 30, 2015		29,837	(1,735)
Ending Balance at Jun. 30, 2015	$ (22,944)	$ 454,155	$ (12,246)	$ (245,181)	$ (189,589)	$ (30,083)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - Entity [Domain] - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 4,684	$ 14,442
Adjustments to reconcile to net cash and cash equivalents provided by operating activities:
Deferred income tax expense	2,640	6,076
Depreciation and amortization	10,324	10,898
Bad debt expense (recoveries)	196	(35)
Gain on disposal of property and equipment	(2,206)	(1,713)
Gain on early extinguishment of debt		(4,217)
Write-off of deferred financing costs	134
Write-off of bond discount	32
Stock-based compensation	3,284	1,702
Amortization of deferred financing costs	906	1,184
Amortization of bond discount	85	99
Provision for (release of) deferred tax asset valuation allowance	341	(3,915)
Changes in assets and liabilities:
Accounts and other receivables	3,817	(26,835)
Prepaid expenses	1,899	1,844
Other assets	(546)	(1,756)
Accounts payable	420	784
Independent affiliates and independent owner-operators payable	4,527	7,356
Accrued expenses	983	(402)
Environmental liabilities	(1,015)	(407)
Accrued loss and damage claims	634	(1,252)
Other liabilities	(845)	(1,172)
Current income taxes	(334)	(193)
Net cash provided by (used in) operating activities	29,960	2,488
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(25,023)	(19,203)
Acquisition of businesses and assets	(1,041)
Acquisition of an independent affiliate's assets	(5,140)
Proceeds from sales of property and equipment	27,478	12,021
Proceeds from insurance recoveries	3,000
Net cash used in investing activities	(726)	(7,182)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt	(11,705)	(17,102)
Principal payments on capital lease obligations	(196)	(460)
Proceeds from revolver	150,800	173,100
Payments on revolver	(161,800)	(155,200)
Payments on acquisition notes		(200)
Deferred financing costs	(221)	(4)
Change in bank overdraft	(4,593)	825
Proceeds from exercise of stock options	246	4,406
Net cash (used in) provided by financing activities	(27,469)	5,365
Net increase in cash and cash equivalents	1,765	671
Cash and cash equivalents, beginning of period	1,358	1,957
Cash and cash equivalents, end of period	3,123	2,628
Supplemental Disclosure of Cash Flow Information Cash paid during the period for:
Interest	11,599	13,114
Income Taxes	$ 630	$ 539

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Basis of Presentation In this quarterly report, unless the context otherwise requires or indicates, (i) the terms the “Company,” “our Company,” “Quality Distribution,” “QDI,” “we,” “us” and “our” refer to Quality Distribution, Inc. and its consolidated subsidiaries and their predecessors, (ii) “Quality Distribution, LLC” and “QD LLC” refer to our wholly-owned subsidiary, Quality Distribution, LLC, a Delaware limited liability company, and its consolidated subsidiaries and their predecessors, (iii) “QD Capital” means our wholly-owned subsidiary, QD Capital Corporation, a Delaware corporation, (iv) “QCI” means our wholly-owned subsidiary, Quality Carriers, Inc., an Illinois corporation, (v) “Boasso” means our wholly-owned subsidiary, Boasso America Corporation, a Louisiana corporation, (vi) “QCER” means, collectively, our wholly-owned subsidiary, QC Energy Resources, Inc., a Delaware corporation, and its wholly-owned subsidiaries, QC Energy Resources, LLC, a Delaware limited liability company, QC Energy Resources Northwest, LLC, a Delaware limited liability company, and QC Energy Resources Texas, LLC, a Delaware limited liability company, as well as our wholly-owned subsidiary, QC Environmental Services, Inc., a North Dakota corporation, and (vii) “CLC” refers to our wholly-owned subsidiary, Chemical Leaman Corporation, a Pennsylvania corporation. We operate the largest chemical bulk tank truck network in North America through QCI and are also the largest provider of intermodal International Organization for Standardization (“ISO”) tank container and depot services in North America through Boasso. We also provide logistics and transportation services, including the transportation of crude oil, production fluids and fresh water to the unconventional oil and gas (“UCO&G”) market through QCER. We conduct a significant portion of our business through a network of independent affiliates and independent owner-operators. Independent affiliates are independent companies that enter into various term contracts with the Company. Independent affiliates are responsible for paying for their own power equipment (including debt service), fuel and other operating costs. Most of the independent affiliates lease trailers from us. Independent owner-operators are independent contractors who, through a contract with us, supply one or more tractors and drivers for our use. Contracts with independent owner-operators may be terminated by either party on short notice. We charge independent affiliates and third-parties for the use of tractors and trailers as necessary. In exchange for the services rendered, independent affiliates and independent owner-operators are normally paid a percentage of the revenues collected on each load hauled. Our accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and notes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair statement of consolidated financial position, results of operations and cash flows have been included. The year ended December 31, 2014 consolidated balance sheet data was derived from our audited financial statements, but does not include all the disclosures required by GAAP. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2014, including the consolidated financial statements and accompanying notes. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future period. Reclassification Certain prior-period amounts have been reclassified amongst operating revenue line items to conform to the current-year presentation. New Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued amended guidance to help entities determine whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software or as a service contract. This amendment is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity has the option to apply the provisions of this standard either prospectively to all arrangements entered into or materially modified, or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its results of operations or financial position. In April 2015, the FASB issued amended guidance to provide a practical expedient for the measurement date of an employee’s defined benefit obligation. For an entity with a fiscal year end that does not coincide with a month end, the guidance permits the entity to measure defined benefit plan assets and obligations using the month end that is closest to the entity’s fiscal year end and apply that practical expedient consistently from year to year. For an entity that has a significant event in an interim period that calls for a remeasurement of defined benefit plan assets and obligations, the amendments in this update also provide a practical expedient that permits the entity to remeasure defined benefit plan assets and obligations using the month end that is closest to the date of the significant event. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on its results of operations or financial position. In April 2015, the FASB issued guidance regarding changes to the presentation of debt issuance costs in financial statements. Under this guidance, an entity would present such costs in the balance sheet as a direct reduction of the related debt liability rather than as an asset. This standard is effective for annual reporting periods, and interim periods within those periods, beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its results of operations or financial position. In February 2015, the FASB issued guidance to improve targeted areas of consolidation guidance for legal entities such as limited partnerships and limited liability companies, and securitization structures, such as collateralized debt obligations, collateralized loan obligations and mortgage-backed security transactions. The guidance will be effective beginning January 1, 2016, and it is not expected to have a material impact on our consolidated financial statements. In January 2015, the FASB updated authoritative guidance to remove the concept of extraordinary items from GAAP. Therefore, events or transactions that are of an unusual nature and occur infrequently will no longer be allowed to be separately disclosed, net of tax, in an income statement after income from continuing operations. The standard is effective for the Company beginning January 1, 2016. The Company does not expect a significant impact from the adoption of this guidance. In August 2014, the FASB issued an update to authoritative guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The amendments in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The guidance is effective for annual periods ending December 31, 2016 and early adoption is permitted. The Company does not expect this guidance to have a material impact on our consolidated financial statements. In June 2014, the FASB issued an update to authoritative guidance related to accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance will be effective beginning January 1, 2016, and it is not expected to have a material impact on our consolidated financial statements. In May 2014, the FASB issued an accounting pronouncement related to revenue recognition, which amends the prior guidance and provides a single, comprehensive revenue recognition model for all contracts with customers. Principles apply to the measurement of revenue and timing of its recognition. The new standard requires entities to recognize revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration at which the entity expects to be entitled to in exchange for those goods or services. This pronouncement was to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption was not permitted. On July 9, 2015, the FASB implemented a one-year deferral of the effective date but will permit companies to adopt one year earlier which is the original effective date. The Company is currently evaluating the impact of this pronouncement. In April 2014, the FASB issued authoritative guidance, which specifies that only disposals representing a strategic shift in operations, such as a disposal of a major line of business, should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures for discontinued operations, including disclosure of pre-tax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. This guidance is effective for the Company prospectively in the first quarter of fiscal 2015. Principles of the new guidance are not applicable to a component that is classified as held for sale before the effective date even if disposed of after the effective date. As the accounting standard will only impact presentation, the new standard will not have an impact on the Company’s financial position, results of operations or cash flows. Acquisitions and Dispositions On April 10, 2015, we acquired certain operating assets of one of our independent affiliates for a purchase price of $5.2 million which was allocated to property and equipment. On November 7, 2014, we acquired certain portions of the business and certain operating assets of one of our independent affiliates for a purchase price of $6.5 million. Of the total $6.5 million, we allocated $4.9 million to property and equipment and $1.6 million to goodwill. The business acquired from this independent affiliate consisted of four terminals within the energy logistics segment. Concurrent with the purchase, these four terminals were transitioned to other existing independent affiliates.

Proposed Merger

Proposed Merger	6 Months Ended
	Jun. 30, 2015
Proposed Merger	2. Proposed Merger On May 6, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gruden Acquisition, Inc., a Delaware corporation (“Parent”) and Gruden Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the acquisition of the Company by Parent. Parent and Merger Sub were formed by funds affiliated with Apax Partners L.P. Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. In the Merger, each outstanding share of our common stock, other than shares owned by the Company or Parent, will be converted into the right to receive $16.00 in cash, without interest and less any applicable withholding taxes. The closing of the Merger is subject to customary closing conditions, including approval and adoption of the Merger Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of our common stock and the absence of any governmental order preventing the completion of the Merger. In addition, the parties’ obligations to complete the Merger are subject to other conditions including the accuracy of the representations and warranties of the other party subject to the standards set forth in the Merger Agreement, compliance by the other party with its covenants in all material respects, and the absence of a material adverse effect on the Company since the date of the Merger Agreement. The Merger Agreement contains certain termination rights for both the Company and Parent, including if the Merger is not completed on or before November 6, 2015, or if the requisite approval of our shareholders is not obtained. The Merger Agreement also provides that, upon termination of the Merger Agreement under certain circumstances, including termination of the Merger Agreement by Parent as a result of a change of recommendation by the Company’s board of directors or a termination by the Company to accept a superior proposal, the Company will be required to pay Parent a termination fee of (i) $8.2 million if such termination occurs in respect of a superior proposal from certain parties or (ii) in all other circumstances where the Company is obligated to pay a termination fee, $16.7 million. In addition, upon termination of the Merger Agreement by the Company or Parent under specified circumstances, the Company will be required to reimburse Parent and its affiliates for transaction expenses up to $3.0 million. Upon termination of the Merger Agreement by the Company under specified circumstances, Parent will be required to pay the Company a termination fee of $32.0 million. The Merger Agreement includes restrictions on the conduct of the Company’s business prior to the completion of the Merger, generally requiring the Company to conduct its business in the ordinary course in all material respects and imposing more specific limits on the Company absent Parent’s written consent. During the six months ended June 30, 2015 in connection with the Merger, the Company has incurred approximately $2.9 million of transaction and merger-related expenses (legal, advisory and other related fees), which are reported in the Consolidated Statements of Operations under “Selling and administrative.”

Variable Interest Entities

Variable Interest Entities	6 Months Ended
	Jun. 30, 2015
Variable Interest Entities	3. Variable Interest Entities At June 30, 2015 and December 31, 2014, we have a variable interest in one variable interest entity (“VIE”), for which we are not the primary beneficiary. We have concluded, based on our qualitative consideration of our contracts with the VIE, the operating structure of the VIE and our role with the VIE, that we do not have the power to direct the activities that most significantly impact their economic performance. Therefore, we are not required to consolidate the operations of this VIE. This VIE is an independent affiliate that is directly engaged in the dry bulk and chemical transportation business through the management of trucking terminals in the North East region of the U.S. We are involved with this VIE as a non-controlling interest. Our maximum exposure to loss as a result of our involvement with this unconsolidated VIE is limited to our recorded loans receivable which aggregated approximately $3.9 million at June 30, 2015 and December 31, 2014. These loans are secured by second-priority liens on certain assets of the VIE.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2015
Fair Value of Financial Instruments	4. Fair Value of Financial Instruments The three-level valuation hierarchy for fair value measurements is based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1—Quoted prices for identical instruments in active markets; • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable; and • Level 3—Instruments whose significant inputs are unobservable. Following is a description of the valuation methodologies we used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Fair Value Measurements on a Nonrecurring Basis The fair value of our long-term indebtedness is based on Level 2 quoted market prices. As of June 30, 2015, the carrying value and fair value are as follows (in thousands): Carrying Fair Value 9.875% Second-Priority Senior Secured Notes due 2018 (“2018 Notes”) $ 170,000 $ 177,650 The fair value of the revolving credit facility and term loan under our asset-based loan facility (the “ABL Facility”), which is variable rate debt, is estimated using a coupon rate on borrowings with similar maturities, current remaining average life to maturity, borrower credit quality, and current market conditions and approximates fair value. The fair value of the 2018 Notes is estimated using various techniques including recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, fundamental data relating to the issuer, and credit default swap spreads adjusted for any basis difference between cash and derivative instruments. The carrying amounts reported in the accompanying Consolidated Balance Sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturities of these financial instruments. The carrying amounts reported in the accompanying Consolidated Balance Sheets for assets held-for-sale approximate fair value less selling costs based on Level 2 market prices for similar assets. Refer to Note 5. Goodwill and Intangible Assets for information regarding the fair value of these assets.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	6 Months Ended
	Jun. 30, 2015
Goodwill and Intangible Assets	5. Goodwill and Intangible Assets Goodwill Under the FASB guidance, goodwill and intangible assets are subject to an annual impairment test as well as impairment assessments of certain triggering events. We evaluate goodwill for impairment by determining the fair value based on criteria in the FASB guidance for each reporting unit. Our reporting units contain goodwill and other identifiable intangible assets as a result of previous business acquisitions. Our annual impairment test is performed during the second quarter with a measurement date of June 30. For each of our reporting units, we conducted our analysis under the revised goodwill impairment rules in which we qualitatively assessed whether it was more likely than not that the respective fair value of these reporting units was less than the carrying amount. We considered various qualitative factors, including macroeconomic conditions, relevant industry and market trends, cost factors, overall financial performance, other entity-specific events and events affecting the reporting units that could indicate a potential change in the fair value of our reporting units or the composition of their carrying values. We also considered the specific future outlook for the reporting units based on our most recent forecasts. We determined that impairment was not likely in any of our reporting units and thus we were not required to perform a quantitative analysis. In addition, there were no indicators that a triggering event in any of our reporting units had occurred through any subsequent quarter end through June 30, 2015. Goodwill within our reporting units is as follows (in thousands): June 30, December 31, Intermodal $ 31,410 $ 31,410 Energy Logistics 1,941 1,941 Chemical Logistics 1,545 1,545 Total $ 34,896 $ 34,896 Intangible Assets Our intangible assets include a tradename, customer relationships and non-compete agreements. We performed our annual impairment test in the second quarter of fiscal 2015 with a measurement date of June 30 for the indefinite-lived intangible assets related to a tradename in the intermodal reporting unit. We conducted our analysis under the revised intangibles – goodwill and other impairment rules. We determined that impairment of the indefinite-lived assets was not likely and thus we were not required to perform a quantitative analysis. In addition, there were no indicators that a triggering event in our intermodal reporting unit had occurred as of the quarter ending June 30, 2015. The Company tests definite-lived intangible assets for impairment when certain triggering events or circumstances indicate that their carrying value may be impaired. Triggering events are assessed on an intangible by intangible basis and, if identified, the specific asset or assets are valued and compared to their carrying value. If the carrying value exceeds the projected discounted cash flows attributed to the indefinite-lived intangible assets, the carrying value is no longer considered recoverable and the Company will record an impairment charge. The non-compete agreements are continually monitored to ensure they remain in full force and effect. The customer relationships are valued using the income approach, specifically the excess earnings method. There were no indicators that a triggering event had occurred as of the quarter ending June 30, 2015. Intangible assets at June 30, 2015 are as follows (in thousands): Gross 2015 Additions (1) Accumulated Net Book Average Tradename—Intermodal $ 7,400 $ — $ — $ 7,400 Indefinite Customer relationships—Intermodal, Energy Logistics and Chemical Logistics 14,928 250 (8,204 ) 6,974 10-12 Non-compete agreements—Intermodal and Energy Logistics 1,620 — (1,102 ) 518 3-6 $ 23,948 $ 250 $ (9,306 ) $ 14,892 (1) Additions relate to an asset purchase. Of the net book value of intangibles of approximately $14.9 million at June 30, 2015, $13.5 million was allocated to our intermodal reporting unit, $0.8 million was allocated to our chemical logistics reporting unit and $0.6 million was allocated to our energy logistics reporting unit. Intangible assets at December 31, 2014 are as follows (in thousands): Gross 2014 Accumulated Net Book Average Tradename—Intermodal $ 7,400 $ — $ — $ 7,400 Indefinite Customer relationships—Intermodal, Energy Logistics and Chemical Logistics 14,260 668 (7,573 ) 7,355 10-12 Non-compete agreements—Intermodal and Energy Logistics 1,620 — (987 ) 633 3-6 $ 23,280 $ 668 $ (8,560 ) $ 15,388 (1) Additions relate to the on-boarding of two new independent affiliates. Of the net book value of intangibles of approximately $15.4 million at December 31, 2014, $14.1 million was allocated to our intermodal reporting unit, $0.7 million was allocated to our energy logistics reporting unit and $0.6 million was allocated to our chemical logistics reporting unit. Amortization expense for the three months ended June 30, 2015 and 2014 was $0.3 million in both periods. Amortization expense for the six months ended June 30, 2015 and 2014 was $0.7 million in both periods. Estimated amortization expense for intangible assets is as follows (in thousands): 2015 remaining $ 753 2016 1,505 2017 1,429 2018 1,310 2019 1,280 2020 and thereafter 1,215 Total $ 7,492

Income Per Share

Income Per Share	6 Months Ended
	Jun. 30, 2015
Income Per Share	6. Income Per Share A reconciliation of the numerators and denominators of the basic and diluted income per share computations follows (in thousands, except per share amounts): Three months ended June 30, 2015 June 30, 2014 Net income (numerator) Shares (denominator) Per-share amount Net income (numerator) Shares (denominator) Per-share amount Basic income available to common shareholders: $ 2,160 27,960 $ 0.08 $ 11,369 27,404 $ 0.41 Effect of dilutive securities: Stock options — 296 — — 396 — Unvested restricted stock — 54 — — 83 — Unvested restricted stock units — 70 — — 28 — Diluted income available to common shareholders: $ 2,160 28,380 $ 0.08 $ 11,369 27,911 $ 0.41 Six months ended June 30, 2015 June 30, 2014 Net income (numerator) Shares (denominator) Per-share amount Net income (numerator) Shares (denominator) Per-share amount Basic income available to common shareholders: $ 4,684 27,931 $ 0.17 $ 14,442 27,248 $ 0.53 Effect of dilutive securities: Stock options — 259 — — 419 — Unvested restricted stock — 68 — — 121 — Unvested restricted stock units — 40 — — 21 — Diluted income available to common shareholders: $ 4,684 28,298 $ 0.17 $ 14,442 27,809 $ 0.52 The effects of our stock options, restricted stock units and restricted stock which represent the shares shown in the table above are included in the computation of diluted earnings per share for each year. The following securities were not included in the calculation of diluted income per share because such inclusion would be anti-dilutive (in thousands): Three months ended Six months ended 2015 2014 2015 2014 Stock options 736 869 773 845 Unvested restricted stock units 229 537 259 545 Unvested restricted stock 81 123 67 85

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2015
Stock-Based Compensation	7. Stock-Based Compensation As of June 30, 2015, we maintain one active stock-based incentive plan, the Quality Distribution, Inc. 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”), under which stock options, restricted shares, restricted share units and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The 2012 Equity Incentive Plan became effective May 30, 2012 upon receipt of shareholder approval and expires May 30, 2022. Restricted stock and restricted stock units (“RSUs”) are measured at fair value at the time of issuance. Expense for restricted stock and time-based RSUs is recognized based on fair value on a straight-line basis over the vesting period. Expense for performance RSUs is recognized on a straight-line basis over the vesting period in an amount based upon our estimation of the probability that such fair value will be realized when performance criteria are satisfied. We apply the Black-Scholes valuation model in determining the fair value of share-based payments to employees. The resulting compensation expense is recognized over the requisite service period, which is generally the vesting term of two to four years. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated based on our historical experience and future expectations. All stock-based compensation expense is classified within “Compensation” in the Consolidated Statements of Operations. The following table summarizes unrecognized stock-based compensation and the weighted average period over which such stock-based compensation is expected to be recognized as of June 30, 2015 (in thousands): Remaining Restricted stock and restricted stock units $ 7,383 1.7 Stock options 621 1.2 $ 8,004 These amounts do not include the cost of any additional awards that may be granted in future periods nor any changes in our forfeiture rate.

Employee Benefit Plans

Employee Benefit Plans	6 Months Ended
	Jun. 30, 2015
Employee Benefit Plans	8. Employee Benefit Plans We maintain two noncontributory defined benefit plans resulting from a prior acquisition that cover certain vested salaried participants and retirees (“CLC Plan”) and certain other vested participants and retirees under an expired collective bargaining agreement (“TTWU Plan”). Retirement benefits for employees covered by the CLC Plan are based on years of service and compensation levels. The monthly benefit for employees under the TTWU Plan is based on years of service multiplied by a monthly benefit factor. Pension costs are funded in accordance with the provisions of the applicable law. Both pension plans have been frozen since prior to January 1, 1998. There have been no new participants and no future accruals of benefits from the time the plans were frozen. We use a December 31 st The components of net periodic pension cost are estimated as follows (in thousands): Three months ended Six months ended 2015 2014 2015 2014 Service cost $ 41 $ 41 $ 83 $ 83 Interest cost 457 503 914 1,006 Amortization of prior service cost 23 23 47 47 Amortization of loss 353 293 706 585 Expected return on plan assets (655 ) (642 ) (1,310 ) (1,284 ) Net periodic pension cost $ 219 $ 218 $ 440 $ 437 We contributed $1.3 million to our pension plans during the six months ended June 30, 2015. We expect to contribute an additional $1.7 million during the remainder of 2015. Multi-employer pension plans At June 30, 2015, we contributed to three separate multi-employer pension plans for employees under collective bargaining agreements. These agreements cover approximately 3.6% of our total workforce, including our independent affiliates’ employees and independent owner-operators providing service to us. These multi-employer pension plans provide defined benefits to retired participants. We do not directly or indirectly manage any of these multi-employer pension plans. Trustees, half of whom are appointed by the International Brotherhood of Teamsters (the “Teamsters”) and half of whom various contributing employers appoint, manage the trusts covering these plans. Our collective bargaining agreements with the Teamsters determine the amounts of our ongoing contributions to these plans. We do not currently intend to withdraw from the three multi-employer pension plans or take any actions that would subject us to payment of contingent obligations upon withdrawal from such plans. Based on information provided to us from the trustees of these plans, we estimate our portion of the contingent liability in the case of a full withdrawal or termination from these plans to be approximately $90.9 million, of which $85.1 million relates to the Central States Southeast and Southwest Areas Pension Plan. These defined benefit plans cover substantially all of our union employees not covered under the TTWU Plan. The actuarial present value of accumulated plan benefits and net assets available for benefits to employees under these multi-employer plans is not readily available.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	6 Months Ended
	Jun. 30, 2015
Accumulated Other Comprehensive Loss	9. Accumulated Other Comprehensive Loss The components and changes to accumulated other comprehensive loss (“AOCL”) as of June 30 are as follows (in thousands): Three Months Ended Six Months Ended 2015 2014 2015 2014 Foreign currency translation Beginning balance $ (586 ) $ (1,004 ) $ (831 ) $ (1,061 ) Net (loss) gain on foreign currency translation, net of tax (76 ) (90 ) 169 (33 ) Ending balance $ (662 ) $ (1,094 ) $ (662 ) $ (1,094 ) Pension benefits Beginning balance $ (29,797 ) $ (26,100 ) $ (30,174 ) $ (26,416 ) Amortization of prior service cost (1) 23 23 47 47 Amortization of loss (1) 353 293 706 585 Ending balance $ (29,421 ) $ (25,784 ) $ (29,421 ) $ (25,784 ) Total AOCL ending balance $ (30,083 ) $ (26,878 ) $ (30,083 ) $ (26,878 ) (1) Prior service cost and actuarial loss are included as part of the Company’s net periodic pension cost. Refer to Note 8. Reclassifications out of accumulated other comprehensive loss were nominal.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2015
Segment Reporting	10. Segment Reporting Reportable Segments The Company has three reportable business segments for financial reporting purposes that are distinguished primarily on the basis of services offered. In addition, the Company has included within “Shared Services” corporate and shared services overhead costs, including information technology, driver recruiting, safety, accounting, tax, stock-based compensation, pension, environmental and other corporate headquarters costs. Our segments are delineated as follows: • Chemical Logistics • Energy Logistics • Intermodal Segment operating income reported in our segment tables excludes amounts such as depreciation and amortization and gains and losses on disposal of property and equipment. Although these amounts are excluded from the reportable business segment operating income results, they are included in our reported Consolidated Statements of Operations. We have not provided specific asset information by segment, as it is not regularly provided to our chief operating decision maker for review. Summarized segment data and a reconciliation to income before income taxes for the three and six months ended June 30 follow (in thousands): Three Months Ended June 30, 2015 Chemical Energy Intermodal Shared Services Total Operating Revenues: Transportation $ 121,936 $ 26,768 $ 20,735 $ — $ 169,439 Service revenue 17,931 1,812 14,968 416 35,127 Fuel surcharge 19,408 26 2,953 — 22,387 Total operating revenues 159,275 28,606 38,656 416 226,953 Segment operating income (loss) 19,271 817 6,058 (14,898 ) 11,248 Depreciation and amortization 2,351 1,879 772 32 5,034 (Gain) loss on disposal of property and equipment (1,549 ) 329 (330 ) 16 (1,534 ) Operating income (loss) 18,469 (1,391 ) 5,616 (14,946 ) 7,748 Interest expense 64 18 20 5,957 6,059 Interest income (120 ) — — — (120 ) Other income (89 ) — — (2,233 ) (2,322 ) Income (loss) before income taxes $ 18,614 $ (1,409 ) $ 5,596 $ (18,670 ) $ 4,131 Three Months Ended June 30, 2014 Chemical Logistics Energy Logistics Intermodal Shared Services Total Operating Revenues: Transportation $ 123,572 $ 40,378 $ 20,381 $ — $ 184,331 Service revenue 17,812 2,127 13,801 373 34,113 Fuel surcharge 30,282 1,485 5,388 — 37,155 Total operating revenues 171,666 43,990 39,570 373 255,599 Segment operating income (loss) 20,797 2,710 6,600 (11,034 ) 19,073 Depreciation and amortization 2,425 2,052 836 90 5,403 Gain on disposal of property and equipment (1,069 ) (114 ) (19 ) — (1,202 ) Operating income (loss) 19,441 772 5,783 (11,124 ) 14,872 Interest expense 90 222 13 6,957 7,282 Interest income (116 ) (5 ) — — (121 ) Other income (154 ) — — (4,217 ) (4,371 ) Income (loss) before income taxes $ 19,621 $ 555 $ 5,770 $ (13,864 ) $ 12,082 Six Months Ended June 30, 2015 Chemical Logistics Energy Logistics Intermodal Shared Services Total Operating Revenues: Transportation $ 243,866 $ 57,374 $ 41,443 $ — $ 342,683 Service revenue 35,300 4,064 29,291 551 69,206 Fuel surcharge 38,918 147 6,446 — 45,511 Total operating revenues 318,084 61,585 77,180 551 457,400 Segment operating income (loss) 41,003 1,953 11,584 (27,729 ) 26,811 Depreciation and amortization 4,603 4,044 1,612 65 10,324 (Gain) loss on disposal of property and equipment (2,486 ) 587 (323 ) 16 (2,206 ) Operating income (loss) 38,886 (2,678 ) 10,295 (27,810 ) 18,693 Interest expense 149 64 43 12,385 12,641 Interest income (240 ) — — — (240 ) Other expense (income) 311 — — (2,067 ) (1,756 ) Income (loss) before income taxes $ 38,666 $ (2,742 ) $ 10,252 $ (38,128 ) $ 8,048 Six Months Ended June 30, 2014 Chemical Logistics Energy Logistics Intermodal Shared Services Total Operating Revenues: Transportation $ 238,195 $ 76,327 $ 39,335 $ — $ 353,857 Service revenue 34,955 4,073 26,775 497 66,300 Fuel surcharge 57,334 2,515 10,080 — 69,929 Total operating revenues 330,484 82,915 76,190 497 490,086 Segment operating income (loss) 39,428 5,446 12,672 (21,387 ) 36,159 Depreciation and amortization 4,872 4,185 1,654 187 10,898 (Gain) loss on disposal of property and equipment (2,017 ) 323 (19 ) — (1,713 ) Operating income (loss) 36,573 938 11,037 (21,574 ) 26,974 Interest expense 257 500 26 13,863 14,646 Interest income (234 ) (11 ) — — (245 ) Other expense (income) 3 — — (4,217 ) (4,214 ) Income (loss) before income taxes $ 36,547 $ 449 $ 11,011 $ (31,220 ) $ 16,787

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2015
Income Taxes	11. Income Taxes At December 31, 2014, we had approximately $2.0 million of total gross unrecognized tax benefits. Of this total, $0.8 million (net of federal benefit on state tax issues) represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods. Included in the balance of gross unrecognized tax benefits at December 31, 2014 is less than $0.1 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next 12 months due to expiration of the applicable statute of limitations. For the six months ended June 30, 2015, the net change to our total gross unrecognized tax benefit was an increase of less than $0.1 million. Our total gross unrecognized tax benefit at June 30, 2015 was $2.0 million. This represents the total of our unrecognized tax benefits (not including interest and penalties). Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. We had $0.3 million (net of federal benefit) accrued for interest and $0.2 million accrued for penalties at December 31, 2014. The total amount accrued for interest and penalties at June 30, 2015 was $0.5 million. We are subject to the income tax jurisdiction of the U.S., Canada and Mexico, as well as multiple state jurisdictions. We believe we are no longer subject to U.S. federal income tax examinations for the years before 2011, to international examinations for years before 2010 and, with few exceptions, to state examinations before 2010. The effective tax rates for the six months ended June 30, 2015 and 2014 were 41.8% and 14.0%, respectively. The effective tax rate for the six months ended June 30, 2015 differed from our statutory rate primarily due to an increase in our foreign tax credit valuation allowance offset by a favorable tax credit adjustment. The effective tax rate for the same period in 2014 differed from our statutory rate primarily due to the release of the foreign tax credit valuation allowance of $3.9 million and a favorable state tax adjustment.

Share Repurchase Program

Share Repurchase Program	6 Months Ended
	Jun. 30, 2015
Share Repurchase Program	12. Share Repurchase Program On November 20, 2012, we announced a share repurchase program pursuant to which our Board of Directors authorized the repurchase of up to $15.0 million of our common stock in an open-ended repurchase program (the “Repurchase Program”). The Repurchase Program does not have an expiration date. Stock has been, and may in the future be, purchased pursuant to the Repurchase Program, from time to time, in the open market or through private transactions, subject to market conditions. We are not obligated to purchase any shares under the Repurchase Program, and it can be discontinued at any time that we feel additional purchases are not warranted. In addition, the Merger Agreement restricts repurchases of our stock while the Merger is pending. Prior to entering into the Merger Agreement, we repurchased approximately 1.2 million shares valued at $8.5 million under the Repurchase Program, with authority to repurchase an additional $6.5 million of shares.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies	13. Commitments and Contingencies Environmental Matters It is our policy to comply with all applicable environmental, safety and health laws. We also are committed to the principles of Responsible Care ® ® We are potentially subject to strict joint and several liability for investigating and rectifying the consequences of spills and other releases and accidents involving such substances. From time to time, we have incurred remedial costs and regulatory penalties with respect to chemical or wastewater spills and releases at our facilities and on the road, and, notwithstanding the existence of our environmental management program, we cannot: (1) assure that such obligations will not be incurred in the future, (2) predict with certainty the extent of future liabilities and costs under environmental, health, and safety laws, or (3) assure that such liabilities will not result in a material adverse effect on our business, financial condition, operating results or cash flow. We have established reserves for remediation expenses at known contamination sites when it is probable that such efforts will be required of us and the related expenses can be reasonably estimated. We have also incurred in the past, and expect to incur in the future, expenditures related to environmental compliance; however, we do not anticipate that compliance with existing environmental laws will have a material adverse effect on our earnings or competitive position. Reserves Our policy is to accrue remediation expenses when it is probable that such efforts will be required and the related expenses can be reasonably estimated. Estimates of costs for future environmental compliance and remediation may be impacted by such factors as changes in environmental laws and regulatory requirements, the availability and application of technology, the identification of currently unknown potential remediation sites and the allocation of costs among the potentially responsible parties under the applicable statutes. Our reserves for environmental compliance and remediation are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. It is difficult to quantify with certainty the potential financial impact of actions regarding expenditures for environmental matters, particularly remediation, and future capital expenditures for environmental control equipment. Nevertheless, based upon the information currently available, we believe that our ultimate liability arising from such environmental matters, taking into account the reserves described below, should not be material to our business or financial condition. As of June 30, 2015 and December 31, 2014, we had reserves in the amount of approximately $7.2 million and $8.2 million, respectively, for all environmental matters, of which the most significant are presented and discussed below. Number of Sites Reserves (in millions) June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Multi-party sites 16 17 $ 1.1 $ 1.7 Sole party major sites: Bridgeport, New Jersey 1 1 4.2 4.4 William Dick, Pennsylvania 1 1 0.2 0.3 Other Properties 7 7 1.7 1.8 Total 25 26 $ 7.2 $ 8.2 The following descriptions of environmental matters include estimates for future expenditures that we believe are probable and are reasonably estimable. The estimate of the range of reasonably possible costs is less certain than the estimates upon which the reserves are based, and the estimated high ends of the ranges do not represent our maximum theoretical liability. Changes to the environmental reserves are reflected in our Consolidated Statements of Operations within the “Selling and administrative” category. Property Contamination Liabilities We have been named as (or are alleged to be) a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) and similar state laws at approximately 25 sites at June 30, 2015. Multi-Party Sites At 16 of the 25 sites, we are one of many parties with alleged liability and are negotiating with Federal, State or private parties on the scope of our obligations, if any. At 2 of the 16 sites, we have explicitly denied any liability and since there has been no subsequent demand for payment, we have not established a reserve for these matters. At 4 of the 16 sites, we have received notices about our potential liability; however, we do not have enough information upon which to estimate our potential liability at this time, and as a result we have not established a reserve for these matters. At 9 of the 16 sites, 1 is in settlement discussions, 4 are in long-term operation and maintenance, and 4 are in various stages of remedial investigation or remedial action work. At 1 of the 16 sites, we are one of approximately 70 companies party to a May 2007 Administrative Order on Consent (“AOC”) with the U.S. Environmental Protection Agency (“USEPA”) to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the contaminants in the lower seventeen-mile stretch of the Passaic River, known as the Lower Passaic River Study Area. The RI/FS was submitted to the USEPA in the second quarter of 2015. Sampling results indicate that the primary contaminants of concern in the river are dioxin, mercury and PCBs. Separately, in April 2014, USEPA released its Focused Feasibility Study (the “FFS”) with its proposed plan for an interim remedy of the lower eight miles of the Lower Passaic River Study Area. The USEPA’s preferred plan in the FFS would involve dredging the river bank to bank and installing an engineered cap. The USEPA accepted public comments on the FFS through August 20, 2014, and the comment period has closed. The AOC for the RI/FS does not obligate us to fund or perform any remedial action contemplated by the FFS or any permanent remedy that may be recommended in the RI/FS. There are many uncertainties associated with the final cost and allocation of potential liability for any remedial actions on the river, and the Company cannot reliably estimate its portion, if any, of the final costs for this matter at this time. We have found no evidence that the Company’s operations at this location contributed any contaminants of concern to the river, and the Company believes that the evidence developed so far indicates that companies other than ours are responsible for substantially all of the remediation that may be ultimately required. We have set reserves for only our share of the costs of the RI/FS and a small dredging and capping project at River Mile 10 performed by the 70 companies that has now been completed, except for operations and maintenance of less than $0.1 million. The Company will vigorously defend itself in this matter. We have estimated future expenditures for these 16 multi-party environmental matters to be in the range of $1.1 million to $3.8 million. As of June 30, 2015, we have reserved $1.1 million. Sole Party Major Sites At 9 of the 25 sites, we are alleged to be the only responsible party and are in the process of conducting investigations and/or remediation projects. Six of these projects relate to operations conducted by CLC and its subsidiaries prior to our acquisition of CLC in 1998. These six sites are: (1) Bridgeport, New Jersey; (2) William Dick, Pennsylvania; (3) Tonawanda, New York; (4) Scary Creek, West Virginia; (5) Charleston, West Virginia; and (6) East Rutherford, New Jersey. The remaining three sites relate to investigations and potential remediation that were triggered by the New Jersey Industrial Site Recovery Act (“ISRA”), which requires such investigations and remediation following the sale of industrial facilities. Each of the six CLC sites is discussed in more detail below. We have estimated future expenditures for these 9 properties to be in the range of $6.1 million to $16.7 million. As of June 30, 2015, we have reserved $6.1 million. Bridgeport, New Jersey QDI is required under the terms of three federal consent decrees to perform remediation work at this operating truck terminal and tank wash site. CLC entered into consent orders with USEPA in 1991 to treat groundwater, in 1998 to remove contamination in the wetlands, and in 2010 to assess and remediate contaminated soils at the site. The groundwater treatment remedy negotiated with USEPA required us to construct a treatment facility for in-place treatment of groundwater contamination and a local discharge which was completed in early 2007. After various start-up issues, the treatment facility began long-term operations in July 2011 and is in the operations and maintenance phase. The plant appears to be performing in accordance with its design criteria and meeting permit requirements. Based on the second annual groundwater report, contamination was not completely delineated at the site and a limited number of additional monitoring wells were installed during 2014. The additional monitoring results appeared to indicate that the groundwater contamination at the site has now been completely delineated, and no further monitoring wells are expected to be required. Wetlands contamination has been remediated with localized restoration completed. Monitoring of the restored wetlands is required by USEPA and is on-going. USEPA has requested additional monitoring through 2017. In regard to contaminated soils, USEPA finalized the feasibility study and issued a record of decision in 2009 for the limited areas that show contamination and warrant additional investigation or work. We entered into a consent order with USEPA in 2010 to perform the remediation work, which consists primarily of in-place thermal treatment. In late 2012, USEPA concluded that our additional required site investigation work for delineation purposes was complete. We then finished the 100% design report for the thermal treatment of contaminated soils. The final design also includes limited groundwater extraction with treatment through the existing plant. Comments from USEPA on the 100% thermal design report have been received and substantially addressed. A Design Addendum has been submitted to address the additional limited groundwater extraction and treatment needed. The construction site activity phase for the thermal remediation has been completed with the installation of the thermal wells, and the above ground treatment units. The project is now entering the thermal operations work phase. We have estimated aggregate expenditures for the Bridgeport location to be in the range of $4.2 million to $8.5 million. As of June 30, 2015, we have reserved $4.2 million. William Dick, Pennsylvania CLC entered into a consent order with the Pennsylvania Department of Environmental Protection and USEPA in 1995 to provide a replacement water supply to area residents, treat contaminated groundwater, and perform remediation of contaminated soils at this former wastewater disposal site. The replacement water supply is complete. We completed construction of an interim remedy that consisted of a groundwater treatment facility with local discharge in 2007 and the treatment facility began full-time operations in 2010. The plant appears to be performing in accordance with its design criteria and meeting permit requirements. In order to negotiate a final long-term groundwater remedy with USEPA, a feasibility study work plan was submitted to the Agency and approved. Work is proceeding. The planned soil treatment work was completed in 2007, but test results indicated that soil clean-up objectives were not fully achieved in certain areas of both the shallow and deep soil subzones. The fieldwork for this additional limited soil remediation consisting of targeted chemical treatment of the two soil subzones was completed in 2014. USEPA issued a letter on September 30, 2014 stating that the construction phase of the remedy is complete and the remedy is operating as intended. This concludes the remedial action work for the soils operable unit in accordance with the approved remedial design. We have estimated aggregate expenditures for the William Dick location to be in the range of $0.2 million to $3.4 million. As of June 30, 2015, we have reserved $0.2 million. Other Properties Tonawanda, New York Scary Creek, West Virginia Charleston, West Virginia: East Rutherford, New Jersey: ISRA New Jersey Facilities One site has completed the investigation phase and a final report was submitted to NJDEP. In accordance with the report findings and with the concurrence of the NJDEP, remedial efforts included limited soil excavation at the site, deed recordation, placement of clean fill and the designation of a classification exception area for the groundwater. No further field remediation work is expected, and this site has entered a long-term monitoring phase. We have estimated aggregate future expenditures for Tonawanda, Scary Creek, Charleston, East Rutherford and ISRA New Jersey to be in the range of $1.7 million to $4.8 million. As of June 30, 2015, we have reserved $1.7 million. Other Legal Matters Delman v. Quality Distribution, Inc., et al. On June 17, 2015, a putative class action lawsuit entitled Delman v. Quality Distribution, Inc., et al. Delman Delman Delman The parties to the Delman Alfred T. Giuliano, Chapter 7 Trustee for TransVantage Solutions, Inc., et al. On April 13, 2015, a lawsuit captioned Alfred T. Giuliano, Chapter 7 Trustee for TransVantage Solutions, Inc., et al., v. Quality Carriers, Inc. In re TransVantage Solutions, Inc., et al., Case No. 13-19753 We are from time to time involved in routine litigation incidental to the conduct of our business. We believe that no other such routine litigation currently pending against us, if adversely determined, would have a material adverse effect on our consolidated financial position, results of operations or cash flows. Other Matters On March 9, 2015, the tank wash building at our Newark, New Jersey intermodal terminal experienced an explosion and subsequent fire. This incident resulted in several lost days of revenue from the terminal and significant damage to our tank wash facility, but the remaining physical property within our terminal was not significantly affected by the explosion and fire. Our tank wash revenues have been significantly impacted at this terminal and we are incurring substantial financial costs for this interruption of business. Several federal agencies and the New Jersey Department of Environmental Protection have issued notices of violation in connection with chemicals stored in the area of the explosion and fire, which may result in civil penalties being assessed against the Company. We do not believe these penalties would be material and we will vigorously defend these notices. We believe we have adequate property and business interruption insurance to offset the majority of any adverse financial impacts from this event, and have received cash advances from our insurance carrier. During the three months ended March 31, 2015, we wrote down the remaining balance of our tank wash facility and related assets of approximately $3.5 million. We recorded a corresponding receivable of $3.5 million for anticipated insurance proceeds up to the amount of this estimated loss. These adjustments were both recorded as offsetting non-cash impairment charges/credits within our consolidated statements of operations and consolidated statements of cash flows. As of June 30, 2015, we have received $3.0 million of cash advances from our insurance carrier. In addition, we have established a $1.0 million workers’ compensation reserve equal to the amount of the deductible under our insurance policy for possible claims related to this event but no other reserve as of June 30, 2015. As of June 30, 2015, we are unable to reasonably estimate the range of potential loss due to the recent occurrence of this incident.

Guarantees

Guarantees	6 Months Ended
	Jun. 30, 2015
Guarantees	14. Guarantees In conjunction with certain third-party financing vendors, we have established a lease purchase program to enable certain independent owner-operators and independent affiliates to lease tractors from those third-party vendors. As part of this program, we have agreed with those third-party vendors to guarantee certain lease payment obligations of participating independent owner-operators and independent affiliates in certain circumstances. The guarantees expire at various dates beginning in 2015 through 2021 and are for an average outstanding loan amount per tractor of approximately $0.1 million. Our estimated aggregate maximum exposure under these lease guarantees was approximately $37.7 million as of June 30, 2015, which represents the total amount of the remaining lease payments on all outstanding guaranteed leases as of that date. However, upon a default, we are likely to, and have contractual rights to, take actions to reduce or recoup our expenditures, including purchasing the tractor and reselling it to recover all or a portion of the amounts paid, or facilitating an arrangement between the third-party vendor and another independent owner-operator or independent affiliate to assume the lease. In addition, up to 50% of any realized losses related to independent owner-operators managed by independent affiliates could be recouped from those independent affiliates pursuant to agreements with those independent affiliates. Therefore, we believe our potential exposure is substantially less than $37.7 million and would not have a material adverse effect on our consolidated financial position, results of operations or cash flows. We did not incur any material levels of default under these leases during the six months ended June 30, 2015.

Guarantor Subsidiaries

Guarantor Subsidiaries	6 Months Ended
	Jun. 30, 2015
Guarantor Subsidiaries	15. Guarantor Subsidiaries At and during the six months ended June 30, 2015, there were outstanding 2018 Notes that were issued by our subsidiaries, QD LLC and QD Capital. The payment obligations of QD LLC and QD Capital under the 2018 Notes are guaranteed by QDI and by all of its domestic subsidiaries other than immaterial subsidiaries as further described below. The 2018 Notes are the senior obligations of our subsidiaries, QD LLC and QD Capital, and are secured by a subordinated, second-priority lien on assets that secure our ABL Facility through a collateral agreement that is separate from the indenture under which these notes were issued. Pursuant to an intercreditor agreement, the liens on the collateral securing the 2018 Notes rank junior in right of payment to the ABL Facility, including the Term Loan, and obligations under certain hedging agreements, cash management obligations and certain other first-lien obligations. Decisions regarding the maintenance and release of the collateral secured by the collateral agreement are made by the lenders under our ABL Facility, and neither the indenture trustee nor the holders of the 2018 Notes have control of decisions regarding the release of the collateral. The 2018 Notes are also guaranteed on a second-priority senior secured basis, jointly and severally, by QDI, subsidiary guarantors, and certain of our future U.S. restricted subsidiaries. The guarantees of the subsidiary guarantors are full and unconditional subject to customary release provisions for sales of a subsidiary in compliance with other provisions of the indenture for the 2018 Notes (the “Notes Indenture”), foreclosures of a pledge of the equity interests of the subsidiary, the right to designate a subsidiary as unrestricted under the terms of the Notes Indenture, the discharge of the 2018 Notes or the defeasance of the Notes Indenture. The guarantee of QDI is full and unconditional. The subsidiary guarantors of all of the 2018 Notes are all of our direct and indirect domestic subsidiaries other than immaterial subsidiaries. No non-domestic subsidiaries are guarantor subsidiaries. QD Capital has no material assets or operations. QD LLC, all of the subsidiary guarantors and QD Capital are 100% owned by QDI. The subsidiary guarantors are 100%-owned subsidiaries of QD LLC. QD LLC conducts substantially all of its business through and derives virtually all of its income from its subsidiaries. Therefore, its ability to make required principal and interest payments with respect to its indebtedness depends on the earnings of subsidiaries and its ability to receive funds from its subsidiaries through dividend and other payments. QDI has no significant restrictions on its ability to receive funds from its subsidiaries. The ABL Facility, including the Term Loan, and the Notes Indenture contain certain limitations on QD LLC’s ability to make distributions to QDI. We do not consider these restrictions to be significant, because QDI is a holding company with no significant operations or assets, other than ownership of 100% of QD LLC’s membership units. QD LLC’s direct and indirect wholly-owned subsidiaries are generally permitted to make distributions to QD LLC, which is the principal obligor under the ABL Facility, the Term Loan and the 2018 Notes. We do not believe that additional financial or narrative information about QDI, QD LLC, QD Capital or the subsidiary guarantors would be material to evaluating the guarantees. The following condensed consolidating financial information for QDI, QD LLC and QD Capital, which has no material assets or operations, non-guarantor subsidiaries and combined guarantor subsidiaries presents: • Condensed consolidating balance sheets at June 30, 2015 and December 31, 2014 and condensed consolidating statements of operations for the three and six-month periods ended June 30, 2015 and 2014, respectively, and the condensed consolidating statements of cash flows for each of the six-month periods ended June 30, 2015 and 2014. • Elimination entries necessary to consolidate the parent company and all its subsidiaries. QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Three Months Ended June 30, 2015 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non- Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 169,439 $ — $ — $ 169,439 Service revenue — — 35,098 29 — 35,127 Fuel surcharge — — 22,387 — — 22,387 Total operating revenues — — 226,924 29 — 226,953 Operating expenses: Purchased transportation — — 151,936 — — 151,936 Compensation — — 21,858 — — 21,858 Fuel, supplies and maintenance — — 23,960 (2 ) — 23,958 Depreciation and amortization — — 5,034 — — 5,034 Selling and administrative 2,419 7 8,397 37 — 10,860 Insurance costs — — 5,289 99 — 5,388 Taxes and licenses — — 869 60 — 929 Communication and utilities — — 776 — — 776 Gain on disposal of property and equipment — — (1,534 ) — — (1,534 ) Operating (loss) income (2,419 ) (7 ) 10,339 (165 ) — 7,748 Interest expense (income), non-related party, net — 5,954 (15 ) — — 5,939 Interest (income) expense, related party, net — (5,954 ) 5,954 — — Other expense (income) 5 — (2,180 ) (147 ) — (2,322 ) (Loss) income before income taxes (2,424 ) (7 ) 6,580 (18 ) — 4,131 (Benefit from) provision for income taxes (1,188 ) — 3,159 — — 1,971 Equity in earnings of subsidiaries 3,396 3,403 — — (6,799 ) — Net income (loss) $ 2,160 $ 3,396 $ 3,421 $ (18 ) $ (6,799 ) $ 2,160 Total other comprehensive income (loss), net of tax 300 300 376 (76 ) (600 ) 300 Comprehensive income (loss) $ 2,460 $ 3,696 $ 3,797 $ (94 ) $ (7,399 ) $ 2,460 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Three Months Ended June 30, 2014 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non-Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 184,331 $ — $ — $ 184,331 Service revenue — — 34,104 9 — 34,113 Fuel surcharge — — 37,155 — — 37,155 Total operating revenues — — 255,590 9 — 255,599 Operating expenses: Purchased transportation — — 173,685 — — 173,685 Compensation — — 22,955 — — 22,955 Fuel, supplies and maintenance — — 25,630 — — 25,630 Depreciation and amortization — — 5,403 — — 5,403 Selling and administrative — 60 7,714 6 — 7,780 Insurance costs — — 4,705 8 — 4,713 Taxes and licenses — — 740 — — 740 Communication and utilities — — 1,023 — — 1,023 Gain on disposal of property and equipment — — (1,202 ) — — (1,202 ) Operating (loss) income — (60 ) 14,937 (5 ) — 14,872 Interest expense, non-related party, net — 6,957 204 — — 7,161 Interest (income) expense, related party, net — (6,957 ) 7,046 (89 ) — — Gain on early extinguishment of debt — — (4,217 ) — — (4,217 ) Other income — — (92 ) (62 ) — (154 ) (Loss) income before income taxes — (60 ) 11,996 146 — 12,082 (Benefit from) provision for income taxes (135 ) — 846 2 — 713 Equity in earnings of subsidiaries 11,234 11,294 — — (22,528 ) — Net income $ 11,369 $ 11,234 $ 11,150 $ 144 $ (22,528 ) $ 11,369 Total other comprehensive income (loss), net of tax 226 226 316 (90 ) (452 ) 226 Comprehensive income $ 11,595 $ 11,460 $ 11,466 $ 54 $ (22,980 ) $ 11,595 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Six Months Ended June 30, 2015 Unaudited—(In 000’s) QDI QD LLC & Guarantor Non- Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 342,683 $ — $ — $ 342,683 Service revenue — — 69,146 60 — 69,206 Fuel surcharge — — 45,511 — — 45,511 Total operating revenues — — 457,340 60 — 457,400 Operating expenses: Purchased transportation — — 304,692 — — 304,692 Compensation — — 45,323 — — 45,323 Fuel, supplies and maintenance — — 47,396 (4 ) — 47,392 Depreciation and amortization — — 10,324 — — 10,324 Selling and administrative 2,915 35 15,997 53 — 19,000 Insurance costs — — 10,578 104 — 10,682 Taxes and licenses — — 1,483 72 — 1,555 Communication and utilities — — 1,945 — — 1,945 Gain on disposal of property and equipment — — (2,206 ) — — (2,206 ) Operating (loss) income (2,915 ) (35 ) 21,808 (165 ) — 18,693 Interest expense, non-related party, net — 12,377 24 — — 12,401 Interest (income) expense, related party, net — (12,377 ) 12,377 — — — Write-off of debt issuance costs — 166 — — — 166 Other expense (income) 5 — (2,025 ) 98 — (1,922 ) (Loss) income before income taxes (2,920 ) (201 ) 11,432 (263 ) — 8,048 (Benefit from) provision for income taxes (1,247 ) — 4,643 (32 ) — 3,364 Equity in earnings of subsidiaries 6,357 6,558 — — (12,915 ) — Net income (loss) $ 4,684 $ 6,357 $ 6,789 $ (231 ) $ (12,915 ) $ 4,684 Total other comprehensive income, net of tax 922 922 753 169 (1,844 ) 922 Comprehensive income (loss) $ 5,606 $ 7,279 $ 7,542 $ (62 ) $ (14,759 ) $ 5,606 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Six Months Ended June 30, 2014 Unaudited—(In 000’s) QDI QD LLC & Guarantor Non- Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 353,857 $ — $ — $ 353,857 Service revenue — — 66,276 24 — 66,300 Fuel surcharge — — 69,929 — — 69,929 Total operating revenues — — 490,062 24 — 490,086 Operating expenses: Purchased transportation — — 331,300 4 — 331,304 Compensation — — 44,210 — — 44,210 Fuel, supplies and maintenance — — 48,758 2 — 48,760 Depreciation and amortization — — 10,898 — — 10,898 Selling and administrative — 62 14,964 12 — 15,038 Insurance costs — — 10,968 16 — 10,984 Taxes and licenses — — 1,676 — — 1,676 Communication and utilities — — 1,955 — — 1,955 Gain on disposal of property and equipment — — (1,713 ) — — (1,713 ) Operating (loss) income — (62 ) 27,046 (10 ) — 26,974 Interest expense, non-related party, net — 13,850 551 — — 14,401 Interest (income) expense, related party, net — (13,850 ) 14,018 (168 ) — — Gain on early extinguishment of debt — — (4,217 ) — — (4,217 ) Other expense (income) 2 — 3 (2 ) — 3 (Loss) income before income taxes (2 ) (62 ) 16,691 160 — 16,787 (Benefit from) provision for income taxes (253 ) — 2,671 (73 ) — 2,345 Equity in earnings of subsidiaries 14,191 14,253 — — (28,444 ) — Net income $ 14,442 $ 14,191 $ 14,020 $ 233 $ (28,444 ) $ 14,442 Total other comprehensive income (loss), net of tax 599 599 632 (33 ) (1,198 ) 599 Comprehensive income $ 15,041 $ 14,790 $ 14,652 $ 200 $ (29,642 ) $ 15,041 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Balance Sheet June 30, 2015 Unaudited—(In 000’s) (Continued) QDI QD LLC and Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 2,922 $ 201 $ — $ 3,123 Accounts receivable, net — — 131,609 5 — 131,614 Prepaid expenses — 8 12,129 34 — 12,171 Deferred tax asset, net — — 25,556 — — 25,556 Intercompany — — 489,645 100 (489,745 ) — Other current assets 108 — 10,616 26 — 10,750 Total current assets 108 8 672,477 366 (489,745 ) 183,214 Property and equipment, net — — 147,596 — — 147,596 Assets held-for-sale — — 5,056 — — 5,056 Goodwill — — 34,896 — — 34,896 Intangibles, net — — 14,892 — — 14,892 Non-current deferred tax asset, net (455 ) — 20,193 — — 19,738 Investment in subsidiaries (99,934 ) 347,357 — — (247,423 ) — Intercompany 160,071 203,061 195,388 6,630 (565,150 ) — Other assets — 6,829 765 — — 7,594 Total assets $ 59,790 $ 557,255 $ 1,091,263 $ 6,996 $ (1,302,318 ) $ 412,986 LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY Current Liabilities: Current maturities of indebtedness $ — $ 3,500 $ 1,244 $ — $ — $ 4,744 Current maturities of capital lease obligations — — 198 — — 198 Accounts payable — — 8,782 — — 8,782 Intercompany 82,204 — 407,541 — (489,745 ) — Independent affiliates and independent owner-operators payable — — 19,637 — — 19,637 Accrued expenses 530 3,326 29,630 11 — 33,497 Environmental liabilities — — 4,181 — — 4,181 Accrued loss and damage claims — — 9,321 — — 9,321 Total current liabilities 82,734 6,826 480,534 11 (489,745 ) 80,360 Long-term indebtedness, less current maturities — 323,431 — — — 323,431 Capital lease obligations, less current maturities — — 122 — — 122 Environmental liabilities — — 3,023 — — 3,023 Accrued loss and damage claims — — 10,656 — — 10,656 Intercompany — 326,932 237,893 325 (565,150 ) — Other non-current liabilities — — 18,338 — — 18,338 Total liabilities 82,734 657,189 750,566 336 (1,054,895 ) 435,930 Shareholders’ (deficit) equity: Common stock 454,155 354,963 390,784 3,735 (749,482 ) 454,155 Treasury stock (12,246 ) — — — — (12,246 ) Accumulated (deficit) retained earnings (245,181 ) (235,697 ) (21,035 ) 3,539 253,193 (245,181 ) Stock recapitalization (189,589 ) (189,589 ) — (55 ) 189,644 (189,589 ) Accumulated other comprehensive loss (30,083 ) (29,611 ) (29,052 ) (559 ) 59,222 (30,083 ) Total shareholders’ (deficit) equity (22,944 ) (99,934 ) 340,697 6,660 (247,423 ) (22,944 ) Total liabilities and shareholders’ (deficit) equity $ 59,790 $ 557,255 $ 1,091,263 $ 6,996 $ (1,302,318 ) $ 412,986 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Balance Sheet December 31, 2014 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 1,221 $ 137 $ — $ 1,358 Accounts receivable, net — — 136,786 4 — 136,790 Prepaid expenses — 58 14,013 47 — 14,118 Deferred tax asset, net — — 29,333 — — 29,333 Intercompany — — 457,540 96 (457,636 ) — Other 34 — 10,346 (6 ) — 10,374 Total current assets 34 58 649,239 278 (457,636 ) 191,973 Property and equipment, net — — 156,249 — — 156,249 Assets-held-for-sale — — 2,040 — — 2,040 Goodwill — — 34,896 — — 34,896 Intangibles, net — — 15,388 — — 15,388 Non-current deferred tax asset, net (1,702 ) — 20,644 — — 18,942 Investment in subsidiaries (107,213 ) 339,715 — — (232,502 ) — Intercompany 158,130 250,160 221,885 6,633 (636,808 ) — Other assets — 7,649 646 — — 8,295 Total assets $ 49,249 $ 597,582 $ 1,100,987 $ 6,911 $ (1,326,946 ) $ 427,783 LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY Current liabilities: Current maturities of indebtedness $ — $ — $ 2,699 $ — $ — $ 2,699 Current maturities of capital lease obligations — — 334 — — 334 Accounts payable — — 12,955 — — 12,955 Intercompany 80,943 — 376,693 — (457,636 ) — Independent affiliates and independent owner-operators payable — — 15,110 — — 15,110 Accrued expenses — 3,512 29,061 44 — 32,617 Environmental liabilities — — 4,389 — — 4,389 Accrued loss and damage claims — — 8,851 — — 8,851 Total current liabilities 80,943 3,512 450,092 44 (457,636 ) 76,955 Long-term indebtedness, less current maturities — 347,814 266 — — 348,080 Capital lease obligations, less current maturities — — 182 — — 182 Environmental liabilities — — 3,830 — — 3,830 Accrued loss and damage claims — — 10,493 — — 10,493 Intercompany — 353,469 283,056 283 (636,808 ) — Other non-current liabilities — — 19,937 — — 19,937 Total liabilities 80,943 704,795 767,856 327 (1,094,444 ) 459,477 Shareholders’ (deficit) equity: Common stock 450,625 354,963 390,760 3,597 (749,320 ) 450,625 Treasury stock (11,860 ) — — — — (11,860 ) Accumulated (deficit) retained earnings (249,865 ) (242,054 ) (27,824 ) 3,770 266,108 (249,865 ) Stock recapitalization (189,589 ) (189,589 ) — (55 ) 189,644 (189,589 ) Accumulated other comprehensive loss (31,005 ) (30,533 ) (29,805 ) (728 ) 61,066 (31,005 ) Total shareholders’ (deficit) equity (31,694 ) (107,213 ) 333,131 6,584 (232,502 ) (31,694 ) Total liabilities and shareholders’ (deficit) equity $ 49,249 $ 597,582 $ 1,100,987 $ 6,911 $ (1,326,946 ) $ 427,783 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2015 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non- Eliminations Consolidated Cash flows from operating activities: Net income $ 4,684 $ 6,357 $ 6,789 $ (231 ) $ (12,915 ) $ 4,684 Adjustments for non-cash charges (4,320 ) (17,778 ) 24,919 — 12,915 15,736 Net changes in assets and liabilities 1,704 684 7,206 (54 ) — 9,540 Intercompany activity (2,068 ) 10,737 (9,018 ) 349 — — Net cash provided by operating activities — — 29,896 64 — 29,960 Cash flows from investing activities: Capital expenditures — — (25,023 ) — — (25,023 ) Acquisition of businesses and assets — — (1,041 ) — — (1,041 ) Acquisition of an independent affiliate’s assets — — (5,140 ) — — (5,140 ) Proceeds from sales of property and equipment — — 27,478 — — 27,478 Proceeds from insurance recoveries — 3,000 — — 3,000 Net cash used in investing activities — — (726 ) — — (726 ) Cash flows from financing activities: Principal payments on long-term debt and capital lease obligations — (10,000 ) (1,901 ) — — (11,901 ) Proceeds from revolver — 150,800 — — — 150,800 Payments on revolver — (161,800 ) — — — (161,800 ) Deferred financing costs — (221 ) — — — (221 ) Proceeds from exercise of stock options 246 — — — — 246 Other — — (4,593 ) — — (4,593 ) Intercompany activity (246 ) 21,221 (20,975 ) — — — Net cash used in financing activities — — (27,469 ) — — (27,469 ) Net increase in cash and cash equivalents — — 1,701 64 — 1,765 Cash and cash equivalents, beginning of period — — 1,221 137 — 1,358 Cash and cash equivalents, end of period $ — $ — $ 2,922 $ 201 $ — $ 3,123 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2014 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non- Eliminations Consolidated Cash flows from operating activities: Net income $ 14,442 $ 14,191 $ 14,020 $ 233 $ (28,444 ) $ 14,442 Adjustments for non-cash charges (12,236 ) (26,820 ) 20,859 (168 ) 28,444 10,079 Net changes in assets and liabilities 92 1,258 (23,371 ) (12 ) — (22,033 ) Intercompany activity (2,298 ) 11,371 (9,013 ) (60 ) — — Net cash provided by (used in) operating activities — — 2,495 (7 ) — 2,488 Cash flows from investing activities: Capital expenditures — — (19,203 ) — — (19,203 ) Proceeds from sales of property and equipment — — 12,021 — — 12,021 Net cash used in investing activities — — (7,182 ) — — (7,182 ) Cash flows from financing activities: Principal payments on long-term debt and capital lease obligations — — (17,562 ) — — (17,562 ) Proceeds from revolver — 173,100 — — — 173,100 Payments on revolver — (155,200 ) — — — (155,200 ) Deferred financing costs — (4 ) — — — (4 ) Proceeds from exercise of stock options 4,406 — — — — 4,406 Other — — 625 — — 625 Intercompany activity (4,406 ) (17,896 ) 22,302 — — — Net cash provided by financing activities — — 5,365 — — 5,365 Net increase (decrease) in cash and cash equivalents — — 678 (7 ) — 671 Cash and cash equivalents, beginning of period — — 1,876 81 — 1,957 Cash and cash equivalents, end of period $ — $ — $ 2,554 $ 74 $ — $ 2,628

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Basis of Presentation	Basis of Presentation In this quarterly report, unless the context otherwise requires or indicates, (i) the terms the “Company,” “our Company,” “Quality Distribution,” “QDI,” “we,” “us” and “our” refer to Quality Distribution, Inc. and its consolidated subsidiaries and their predecessors, (ii) “Quality Distribution, LLC” and “QD LLC” refer to our wholly-owned subsidiary, Quality Distribution, LLC, a Delaware limited liability company, and its consolidated subsidiaries and their predecessors, (iii) “QD Capital” means our wholly-owned subsidiary, QD Capital Corporation, a Delaware corporation, (iv) “QCI” means our wholly-owned subsidiary, Quality Carriers, Inc., an Illinois corporation, (v) “Boasso” means our wholly-owned subsidiary, Boasso America Corporation, a Louisiana corporation, (vi) “QCER” means, collectively, our wholly-owned subsidiary, QC Energy Resources, Inc., a Delaware corporation, and its wholly-owned subsidiaries, QC Energy Resources, LLC, a Delaware limited liability company, QC Energy Resources Northwest, LLC, a Delaware limited liability company, and QC Energy Resources Texas, LLC, a Delaware limited liability company, as well as our wholly-owned subsidiary, QC Environmental Services, Inc., a North Dakota corporation, and (vii) “CLC” refers to our wholly-owned subsidiary, Chemical Leaman Corporation, a Pennsylvania corporation. We operate the largest chemical bulk tank truck network in North America through QCI and are also the largest provider of intermodal International Organization for Standardization (“ISO”) tank container and depot services in North America through Boasso. We also provide logistics and transportation services, including the transportation of crude oil, production fluids and fresh water to the unconventional oil and gas (“UCO&G”) market through QCER. We conduct a significant portion of our business through a network of independent affiliates and independent owner-operators. Independent affiliates are independent companies that enter into various term contracts with the Company. Independent affiliates are responsible for paying for their own power equipment (including debt service), fuel and other operating costs. Most of the independent affiliates lease trailers from us. Independent owner-operators are independent contractors who, through a contract with us, supply one or more tractors and drivers for our use. Contracts with independent owner-operators may be terminated by either party on short notice. We charge independent affiliates and third-parties for the use of tractors and trailers as necessary. In exchange for the services rendered, independent affiliates and independent owner-operators are normally paid a percentage of the revenues collected on each load hauled. Our accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and notes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair statement of consolidated financial position, results of operations and cash flows have been included. The year ended December 31, 2014 consolidated balance sheet data was derived from our audited financial statements, but does not include all the disclosures required by GAAP. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2014, including the consolidated financial statements and accompanying notes. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future period.
Reclassification	Reclassification Certain prior-period amounts have been reclassified amongst operating revenue line items to conform to the current-year presentation.
New Accounting Pronouncements	New Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued amended guidance to help entities determine whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software or as a service contract. This amendment is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity has the option to apply the provisions of this standard either prospectively to all arrangements entered into or materially modified, or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its results of operations or financial position. In April 2015, the FASB issued amended guidance to provide a practical expedient for the measurement date of an employee’s defined benefit obligation. For an entity with a fiscal year end that does not coincide with a month end, the guidance permits the entity to measure defined benefit plan assets and obligations using the month end that is closest to the entity’s fiscal year end and apply that practical expedient consistently from year to year. For an entity that has a significant event in an interim period that calls for a remeasurement of defined benefit plan assets and obligations, the amendments in this update also provide a practical expedient that permits the entity to remeasure defined benefit plan assets and obligations using the month end that is closest to the date of the significant event. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on its results of operations or financial position. In April 2015, the FASB issued guidance regarding changes to the presentation of debt issuance costs in financial statements. Under this guidance, an entity would present such costs in the balance sheet as a direct reduction of the related debt liability rather than as an asset. This standard is effective for annual reporting periods, and interim periods within those periods, beginning after December 15, 2015, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its results of operations or financial position. In February 2015, the FASB issued guidance to improve targeted areas of consolidation guidance for legal entities such as limited partnerships and limited liability companies, and securitization structures, such as collateralized debt obligations, collateralized loan obligations and mortgage-backed security transactions. The guidance will be effective beginning January 1, 2016, and it is not expected to have a material impact on our consolidated financial statements. In January 2015, the FASB updated authoritative guidance to remove the concept of extraordinary items from GAAP. Therefore, events or transactions that are of an unusual nature and occur infrequently will no longer be allowed to be separately disclosed, net of tax, in an income statement after income from continuing operations. The standard is effective for the Company beginning January 1, 2016. The Company does not expect a significant impact from the adoption of this guidance. In August 2014, the FASB issued an update to authoritative guidance related to disclosure of uncertainties about an entity’s ability to continue as a going concern. The amendments in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The guidance is effective for annual periods ending December 31, 2016 and early adoption is permitted. The Company does not expect this guidance to have a material impact on our consolidated financial statements. In June 2014, the FASB issued an update to authoritative guidance related to accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance will be effective beginning January 1, 2016, and it is not expected to have a material impact on our consolidated financial statements. In May 2014, the FASB issued an accounting pronouncement related to revenue recognition, which amends the prior guidance and provides a single, comprehensive revenue recognition model for all contracts with customers. Principles apply to the measurement of revenue and timing of its recognition. The new standard requires entities to recognize revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration at which the entity expects to be entitled to in exchange for those goods or services. This pronouncement was to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption was not permitted. On July 9, 2015, the FASB implemented a one-year deferral of the effective date but will permit companies to adopt one year earlier which is the original effective date. The Company is currently evaluating the impact of this pronouncement. In April 2014, the FASB issued authoritative guidance, which specifies that only disposals representing a strategic shift in operations, such as a disposal of a major line of business, should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures for discontinued operations, including disclosure of pre-tax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. This guidance is effective for the Company prospectively in the first quarter of fiscal 2015. Principles of the new guidance are not applicable to a component that is classified as held for sale before the effective date even if disposed of after the effective date. As the accounting standard will only impact presentation, the new standard will not have an impact on the Company’s financial position, results of operations or cash flows.
Acquisitions and Dispositions	Acquisitions and Dispositions On April 10, 2015, we acquired certain operating assets of one of our independent affiliates for a purchase price of $5.2 million which was allocated to property and equipment. On November 7, 2014, we acquired certain portions of the business and certain operating assets of one of our independent affiliates for a purchase price of $6.5 million. Of the total $6.5 million, we allocated $4.9 million to property and equipment and $1.6 million to goodwill. The business acquired from this independent affiliate consisted of four terminals within the energy logistics segment. Concurrent with the purchase, these four terminals were transitioned to other existing independent affiliates.

Fair Value of Financial Instr24

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2015
Carrying Value and Fair Value of Long-Term Indebtedness	As of June 30, 2015, the carrying value and fair value are as follows (in thousands): Carrying Fair Value 9.875% Second-Priority Senior Secured Notes due 2018 (“2018 Notes”) $ 170,000 $ 177,650

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2015
Goodwill within Reporting Units	Goodwill within our reporting units is as follows (in thousands): June 30, December 31, Intermodal $ 31,410 $ 31,410 Energy Logistics 1,941 1,941 Chemical Logistics 1,545 1,545 Total $ 34,896 $ 34,896
Indefinite and Finite Lived Intangible Assets	Intangible assets at June 30, 2015 are as follows (in thousands): Gross 2015 Additions (1) Accumulated Net Book Average Tradename—Intermodal $ 7,400 $ — $ — $ 7,400 Indefinite Customer relationships—Intermodal, Energy Logistics and Chemical Logistics 14,928 250 (8,204 ) 6,974 10-12 Non-compete agreements—Intermodal and Energy Logistics 1,620 — (1,102 ) 518 3-6 $ 23,948 $ 250 $ (9,306 ) $ 14,892 (1) Additions relate to an asset purchase. Intangible assets at December 31, 2014 are as follows (in thousands): Gross 2014 Accumulated Net Book Average Tradename—Intermodal $ 7,400 $ — $ — $ 7,400 Indefinite Customer relationships—Intermodal, Energy Logistics and Chemical Logistics 14,260 668 (7,573 ) 7,355 10-12 Non-compete agreements—Intermodal and Energy Logistics 1,620 — (987 ) 633 3-6 $ 23,280 $ 668 $ (8,560 ) $ 15,388 (1) Additions relate to the on-boarding of two new independent affiliates.
Estimated Amortization Expense for Intangible Assets	Estimated amortization expense for intangible assets is as follows (in thousands): 2015 remaining $ 753 2016 1,505 2017 1,429 2018 1,310 2019 1,280 2020 and thereafter 1,215 Total $ 7,492

Income Per Share (Tables)

Income Per Share (Tables)	6 Months Ended
	Jun. 30, 2015
Reconciliation of Numerators and Denominators of Basic and Diluted Income Per Share	A reconciliation of the numerators and denominators of the basic and diluted income per share computations follows (in thousands, except per share amounts): Three months ended June 30, 2015 June 30, 2014 Net income (numerator) Shares (denominator) Per-share amount Net income (numerator) Shares (denominator) Per-share amount Basic income available to common shareholders: $ 2,160 27,960 $ 0.08 $ 11,369 27,404 $ 0.41 Effect of dilutive securities: Stock options — 296 — — 396 — Unvested restricted stock — 54 — — 83 — Unvested restricted stock units — 70 — — 28 — Diluted income available to common shareholders: $ 2,160 28,380 $ 0.08 $ 11,369 27,911 $ 0.41 Six months ended June 30, 2015 June 30, 2014 Net income (numerator) Shares (denominator) Per-share amount Net income (numerator) Shares (denominator) Per-share amount Basic income available to common shareholders: $ 4,684 27,931 $ 0.17 $ 14,442 27,248 $ 0.53 Effect of dilutive securities: Stock options — 259 — — 419 — Unvested restricted stock — 68 — — 121 — Unvested restricted stock units — 40 — — 21 — Diluted income available to common shareholders: $ 4,684 28,298 $ 0.17 $ 14,442 27,809 $ 0.52
Summary of Antidilutive Securities Not Included in Calculation of Diluted Income Per Share	The following securities were not included in the calculation of diluted income per share because such inclusion would be anti-dilutive (in thousands): Three months ended Six months ended 2015 2014 2015 2014 Stock options 736 869 773 845 Unvested restricted stock units 229 537 259 545 Unvested restricted stock 81 123 67 85

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2015
Unrecognized Stock-Based Compensation and Weighted Average Period	The following table summarizes unrecognized stock-based compensation and the weighted average period over which such stock-based compensation is expected to be recognized as of June 30, 2015 (in thousands): Remaining Restricted stock and restricted stock units $ 7,383 1.7 Stock options 621 1.2 $ 8,004

Employee Benefit Plans (Tables)

Employee Benefit Plans (Tables)	6 Months Ended
	Jun. 30, 2015
Components of Estimated Net Periodic Pension Cost	The components of net periodic pension cost are estimated as follows (in thousands): Three months ended Six months ended 2015 2014 2015 2014 Service cost $ 41 $ 41 $ 83 $ 83 Interest cost 457 503 914 1,006 Amortization of prior service cost 23 23 47 47 Amortization of loss 353 293 706 585 Expected return on plan assets (655 ) (642 ) (1,310 ) (1,284 ) Net periodic pension cost $ 219 $ 218 $ 440 $ 437

Accumulated Other Comprehensi29

Accumulated Other Comprehensive Loss (Tables)	6 Months Ended
	Jun. 30, 2015
Components and Changes to Accumulated Other Comprehensive Loss	The components and changes to accumulated other comprehensive loss (“AOCL”) as of June 30 are as follows (in thousands): Three Months Ended Six Months Ended 2015 2014 2015 2014 Foreign currency translation Beginning balance $ (586 ) $ (1,004 ) $ (831 ) $ (1,061 ) Net (loss) gain on foreign currency translation, net of tax (76 ) (90 ) 169 (33 ) Ending balance $ (662 ) $ (1,094 ) $ (662 ) $ (1,094 ) Pension benefits Beginning balance $ (29,797 ) $ (26,100 ) $ (30,174 ) $ (26,416 ) Amortization of prior service cost (1) 23 23 47 47 Amortization of loss (1) 353 293 706 585 Ending balance $ (29,421 ) $ (25,784 ) $ (29,421 ) $ (25,784 ) Total AOCL ending balance $ (30,083 ) $ (26,878 ) $ (30,083 ) $ (26,878 ) (1) Prior service cost and actuarial loss are included as part of the Company’s net periodic pension cost. Refer to Note 8.

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2015
Summarized Segment Data and Reconciliation to Income before Income Taxes	Summarized segment data and a reconciliation to income before income taxes for the three and six months ended June 30 follow (in thousands): Three Months Ended June 30, 2015 Chemical Energy Intermodal Shared Services Total Operating Revenues: Transportation $ 121,936 $ 26,768 $ 20,735 $ — $ 169,439 Service revenue 17,931 1,812 14,968 416 35,127 Fuel surcharge 19,408 26 2,953 — 22,387 Total operating revenues 159,275 28,606 38,656 416 226,953 Segment operating income (loss) 19,271 817 6,058 (14,898 ) 11,248 Depreciation and amortization 2,351 1,879 772 32 5,034 (Gain) loss on disposal of property and equipment (1,549 ) 329 (330 ) 16 (1,534 ) Operating income (loss) 18,469 (1,391 ) 5,616 (14,946 ) 7,748 Interest expense 64 18 20 5,957 6,059 Interest income (120 ) — — — (120 ) Other income (89 ) — — (2,233 ) (2,322 ) Income (loss) before income taxes $ 18,614 $ (1,409 ) $ 5,596 $ (18,670 ) $ 4,131 Three Months Ended June 30, 2014 Chemical Logistics Energy Logistics Intermodal Shared Services Total Operating Revenues: Transportation $ 123,572 $ 40,378 $ 20,381 $ — $ 184,331 Service revenue 17,812 2,127 13,801 373 34,113 Fuel surcharge 30,282 1,485 5,388 — 37,155 Total operating revenues 171,666 43,990 39,570 373 255,599 Segment operating income (loss) 20,797 2,710 6,600 (11,034 ) 19,073 Depreciation and amortization 2,425 2,052 836 90 5,403 Gain on disposal of property and equipment (1,069 ) (114 ) (19 ) — (1,202 ) Operating income (loss) 19,441 772 5,783 (11,124 ) 14,872 Interest expense 90 222 13 6,957 7,282 Interest income (116 ) (5 ) — — (121 ) Other income (154 ) — — (4,217 ) (4,371 ) Income (loss) before income taxes $ 19,621 $ 555 $ 5,770 $ (13,864 ) $ 12,082 Six Months Ended June 30, 2015 Chemical Logistics Energy Logistics Intermodal Shared Services Total Operating Revenues: Transportation $ 243,866 $ 57,374 $ 41,443 $ — $ 342,683 Service revenue 35,300 4,064 29,291 551 69,206 Fuel surcharge 38,918 147 6,446 — 45,511 Total operating revenues 318,084 61,585 77,180 551 457,400 Segment operating income (loss) 41,003 1,953 11,584 (27,729 ) 26,811 Depreciation and amortization 4,603 4,044 1,612 65 10,324 (Gain) loss on disposal of property and equipment (2,486 ) 587 (323 ) 16 (2,206 ) Operating income (loss) 38,886 (2,678 ) 10,295 (27,810 ) 18,693 Interest expense 149 64 43 12,385 12,641 Interest income (240 ) — — — (240 ) Other expense (income) 311 — — (2,067 ) (1,756 ) Income (loss) before income taxes $ 38,666 $ (2,742 ) $ 10,252 $ (38,128 ) $ 8,048 Six Months Ended June 30, 2014 Chemical Logistics Energy Logistics Intermodal Shared Services Total Operating Revenues: Transportation $ 238,195 $ 76,327 $ 39,335 $ — $ 353,857 Service revenue 34,955 4,073 26,775 497 66,300 Fuel surcharge 57,334 2,515 10,080 — 69,929 Total operating revenues 330,484 82,915 76,190 497 490,086 Segment operating income (loss) 39,428 5,446 12,672 (21,387 ) 36,159 Depreciation and amortization 4,872 4,185 1,654 187 10,898 (Gain) loss on disposal of property and equipment (2,017 ) 323 (19 ) — (1,713 ) Operating income (loss) 36,573 938 11,037 (21,574 ) 26,974 Interest expense 257 500 26 13,863 14,646 Interest income (234 ) (11 ) — — (245 ) Other expense (income) 3 — — (4,217 ) (4,214 ) Income (loss) before income taxes $ 36,547 $ 449 $ 11,011 $ (31,220 ) $ 16,787

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2015
Commitment and Contingencies	As of June 30, 2015 and December 31, 2014, we had reserves in the amount of approximately $7.2 million and $8.2 million, respectively, for all environmental matters, of which the most significant are presented and discussed below. Number of Sites Reserves (in millions) June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Multi-party sites 16 17 $ 1.1 $ 1.7 Sole party major sites: Bridgeport, New Jersey 1 1 4.2 4.4 William Dick, Pennsylvania 1 1 0.2 0.3 Other Properties 7 7 1.7 1.8 Total 25 26 $ 7.2 $ 8.2

Guarantor Subsidiaries (Tables)

Guarantor Subsidiaries (Tables)	6 Months Ended
	Jun. 30, 2015
Condensed Consolidating Statement of Operations	QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Three Months Ended June 30, 2015 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non- Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 169,439 $ — $ — $ 169,439 Service revenue — — 35,098 29 — 35,127 Fuel surcharge — — 22,387 — — 22,387 Total operating revenues — — 226,924 29 — 226,953 Operating expenses: Purchased transportation — — 151,936 — — 151,936 Compensation — — 21,858 — — 21,858 Fuel, supplies and maintenance — — 23,960 (2 ) — 23,958 Depreciation and amortization — — 5,034 — — 5,034 Selling and administrative 2,419 7 8,397 37 — 10,860 Insurance costs — — 5,289 99 — 5,388 Taxes and licenses — — 869 60 — 929 Communication and utilities — — 776 — — 776 Gain on disposal of property and equipment — — (1,534 ) — — (1,534 ) Operating (loss) income (2,419 ) (7 ) 10,339 (165 ) — 7,748 Interest expense (income), non-related party, net — 5,954 (15 ) — — 5,939 Interest (income) expense, related party, net — (5,954 ) 5,954 — — Other expense (income) 5 — (2,180 ) (147 ) — (2,322 ) (Loss) income before income taxes (2,424 ) (7 ) 6,580 (18 ) — 4,131 (Benefit from) provision for income taxes (1,188 ) — 3,159 — — 1,971 Equity in earnings of subsidiaries 3,396 3,403 — — (6,799 ) — Net income (loss) $ 2,160 $ 3,396 $ 3,421 $ (18 ) $ (6,799 ) $ 2,160 Total other comprehensive income (loss), net of tax 300 300 376 (76 ) (600 ) 300 Comprehensive income (loss) $ 2,460 $ 3,696 $ 3,797 $ (94 ) $ (7,399 ) $ 2,460 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Three Months Ended June 30, 2014 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non-Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 184,331 $ — $ — $ 184,331 Service revenue — — 34,104 9 — 34,113 Fuel surcharge — — 37,155 — — 37,155 Total operating revenues — — 255,590 9 — 255,599 Operating expenses: Purchased transportation — — 173,685 — — 173,685 Compensation — — 22,955 — — 22,955 Fuel, supplies and maintenance — — 25,630 — — 25,630 Depreciation and amortization — — 5,403 — — 5,403 Selling and administrative — 60 7,714 6 — 7,780 Insurance costs — — 4,705 8 — 4,713 Taxes and licenses — — 740 — — 740 Communication and utilities — — 1,023 — — 1,023 Gain on disposal of property and equipment — — (1,202 ) — — (1,202 ) Operating (loss) income — (60 ) 14,937 (5 ) — 14,872 Interest expense, non-related party, net — 6,957 204 — — 7,161 Interest (income) expense, related party, net — (6,957 ) 7,046 (89 ) — — Gain on early extinguishment of debt — — (4,217 ) — — (4,217 ) Other income — — (92 ) (62 ) — (154 ) (Loss) income before income taxes — (60 ) 11,996 146 — 12,082 (Benefit from) provision for income taxes (135 ) — 846 2 — 713 Equity in earnings of subsidiaries 11,234 11,294 — — (22,528 ) — Net income $ 11,369 $ 11,234 $ 11,150 $ 144 $ (22,528 ) $ 11,369 Total other comprehensive income (loss), net of tax 226 226 316 (90 ) (452 ) 226 Comprehensive income $ 11,595 $ 11,460 $ 11,466 $ 54 $ (22,980 ) $ 11,595 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Six Months Ended June 30, 2015 Unaudited—(In 000’s) QDI QD LLC & Guarantor Non- Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 342,683 $ — $ — $ 342,683 Service revenue — — 69,146 60 — 69,206 Fuel surcharge — — 45,511 — — 45,511 Total operating revenues — — 457,340 60 — 457,400 Operating expenses: Purchased transportation — — 304,692 — — 304,692 Compensation — — 45,323 — — 45,323 Fuel, supplies and maintenance — — 47,396 (4 ) — 47,392 Depreciation and amortization — — 10,324 — — 10,324 Selling and administrative 2,915 35 15,997 53 — 19,000 Insurance costs — — 10,578 104 — 10,682 Taxes and licenses — — 1,483 72 — 1,555 Communication and utilities — — 1,945 — — 1,945 Gain on disposal of property and equipment — — (2,206 ) — — (2,206 ) Operating (loss) income (2,915 ) (35 ) 21,808 (165 ) — 18,693 Interest expense, non-related party, net — 12,377 24 — — 12,401 Interest (income) expense, related party, net — (12,377 ) 12,377 — — — Write-off of debt issuance costs — 166 — — — 166 Other expense (income) 5 — (2,025 ) 98 — (1,922 ) (Loss) income before income taxes (2,920 ) (201 ) 11,432 (263 ) — 8,048 (Benefit from) provision for income taxes (1,247 ) — 4,643 (32 ) — 3,364 Equity in earnings of subsidiaries 6,357 6,558 — — (12,915 ) — Net income (loss) $ 4,684 $ 6,357 $ 6,789 $ (231 ) $ (12,915 ) $ 4,684 Total other comprehensive income, net of tax 922 922 753 169 (1,844 ) 922 Comprehensive income (loss) $ 5,606 $ 7,279 $ 7,542 $ (62 ) $ (14,759 ) $ 5,606 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Operations and Statements of Comprehensive Income Six Months Ended June 30, 2014 Unaudited—(In 000’s) QDI QD LLC & Guarantor Non- Guarantor Eliminations Consolidated Operating revenues: Transportation $ — $ — $ 353,857 $ — $ — $ 353,857 Service revenue — — 66,276 24 — 66,300 Fuel surcharge — — 69,929 — — 69,929 Total operating revenues — — 490,062 24 — 490,086 Operating expenses: Purchased transportation — — 331,300 4 — 331,304 Compensation — — 44,210 — — 44,210 Fuel, supplies and maintenance — — 48,758 2 — 48,760 Depreciation and amortization — — 10,898 — — 10,898 Selling and administrative — 62 14,964 12 — 15,038 Insurance costs — — 10,968 16 — 10,984 Taxes and licenses — — 1,676 — — 1,676 Communication and utilities — — 1,955 — — 1,955 Gain on disposal of property and equipment — — (1,713 ) — — (1,713 ) Operating (loss) income — (62 ) 27,046 (10 ) — 26,974 Interest expense, non-related party, net — 13,850 551 — — 14,401 Interest (income) expense, related party, net — (13,850 ) 14,018 (168 ) — — Gain on early extinguishment of debt — — (4,217 ) — — (4,217 ) Other expense (income) 2 — 3 (2 ) — 3 (Loss) income before income taxes (2 ) (62 ) 16,691 160 — 16,787 (Benefit from) provision for income taxes (253 ) — 2,671 (73 ) — 2,345 Equity in earnings of subsidiaries 14,191 14,253 — — (28,444 ) — Net income $ 14,442 $ 14,191 $ 14,020 $ 233 $ (28,444 ) $ 14,442 Total other comprehensive income (loss), net of tax 599 599 632 (33 ) (1,198 ) 599 Comprehensive income $ 15,041 $ 14,790 $ 14,652 $ 200 $ (29,642 ) $ 15,041
Condensed Consolidating Balance Sheet	QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Balance Sheet June 30, 2015 Unaudited—(In 000’s) (Continued) QDI QD LLC and Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 2,922 $ 201 $ — $ 3,123 Accounts receivable, net — — 131,609 5 — 131,614 Prepaid expenses — 8 12,129 34 — 12,171 Deferred tax asset, net — — 25,556 — — 25,556 Intercompany — — 489,645 100 (489,745 ) — Other current assets 108 — 10,616 26 — 10,750 Total current assets 108 8 672,477 366 (489,745 ) 183,214 Property and equipment, net — — 147,596 — — 147,596 Assets held-for-sale — — 5,056 — — 5,056 Goodwill — — 34,896 — — 34,896 Intangibles, net — — 14,892 — — 14,892 Non-current deferred tax asset, net (455 ) — 20,193 — — 19,738 Investment in subsidiaries (99,934 ) 347,357 — — (247,423 ) — Intercompany 160,071 203,061 195,388 6,630 (565,150 ) — Other assets — 6,829 765 — — 7,594 Total assets $ 59,790 $ 557,255 $ 1,091,263 $ 6,996 $ (1,302,318 ) $ 412,986 LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY Current Liabilities: Current maturities of indebtedness $ — $ 3,500 $ 1,244 $ — $ — $ 4,744 Current maturities of capital lease obligations — — 198 — — 198 Accounts payable — — 8,782 — — 8,782 Intercompany 82,204 — 407,541 — (489,745 ) — Independent affiliates and independent owner-operators payable — — 19,637 — — 19,637 Accrued expenses 530 3,326 29,630 11 — 33,497 Environmental liabilities — — 4,181 — — 4,181 Accrued loss and damage claims — — 9,321 — — 9,321 Total current liabilities 82,734 6,826 480,534 11 (489,745 ) 80,360 Long-term indebtedness, less current maturities — 323,431 — — — 323,431 Capital lease obligations, less current maturities — — 122 — — 122 Environmental liabilities — — 3,023 — — 3,023 Accrued loss and damage claims — — 10,656 — — 10,656 Intercompany — 326,932 237,893 325 (565,150 ) — Other non-current liabilities — — 18,338 — — 18,338 Total liabilities 82,734 657,189 750,566 336 (1,054,895 ) 435,930 Shareholders’ (deficit) equity: Common stock 454,155 354,963 390,784 3,735 (749,482 ) 454,155 Treasury stock (12,246 ) — — — — (12,246 ) Accumulated (deficit) retained earnings (245,181 ) (235,697 ) (21,035 ) 3,539 253,193 (245,181 ) Stock recapitalization (189,589 ) (189,589 ) — (55 ) 189,644 (189,589 ) Accumulated other comprehensive loss (30,083 ) (29,611 ) (29,052 ) (559 ) 59,222 (30,083 ) Total shareholders’ (deficit) equity (22,944 ) (99,934 ) 340,697 6,660 (247,423 ) (22,944 ) Total liabilities and shareholders’ (deficit) equity $ 59,790 $ 557,255 $ 1,091,263 $ 6,996 $ (1,302,318 ) $ 412,986 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Balance Sheet December 31, 2014 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 1,221 $ 137 $ — $ 1,358 Accounts receivable, net — — 136,786 4 — 136,790 Prepaid expenses — 58 14,013 47 — 14,118 Deferred tax asset, net — — 29,333 — — 29,333 Intercompany — — 457,540 96 (457,636 ) — Other 34 — 10,346 (6 ) — 10,374 Total current assets 34 58 649,239 278 (457,636 ) 191,973 Property and equipment, net — — 156,249 — — 156,249 Assets-held-for-sale — — 2,040 — — 2,040 Goodwill — — 34,896 — — 34,896 Intangibles, net — — 15,388 — — 15,388 Non-current deferred tax asset, net (1,702 ) — 20,644 — — 18,942 Investment in subsidiaries (107,213 ) 339,715 — — (232,502 ) — Intercompany 158,130 250,160 221,885 6,633 (636,808 ) — Other assets — 7,649 646 — — 8,295 Total assets $ 49,249 $ 597,582 $ 1,100,987 $ 6,911 $ (1,326,946 ) $ 427,783 LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY Current liabilities: Current maturities of indebtedness $ — $ — $ 2,699 $ — $ — $ 2,699 Current maturities of capital lease obligations — — 334 — — 334 Accounts payable — — 12,955 — — 12,955 Intercompany 80,943 — 376,693 — (457,636 ) — Independent affiliates and independent owner-operators payable — — 15,110 — — 15,110 Accrued expenses — 3,512 29,061 44 — 32,617 Environmental liabilities — — 4,389 — — 4,389 Accrued loss and damage claims — — 8,851 — — 8,851 Total current liabilities 80,943 3,512 450,092 44 (457,636 ) 76,955 Long-term indebtedness, less current maturities — 347,814 266 — — 348,080 Capital lease obligations, less current maturities — — 182 — — 182 Environmental liabilities — — 3,830 — — 3,830 Accrued loss and damage claims — — 10,493 — — 10,493 Intercompany — 353,469 283,056 283 (636,808 ) — Other non-current liabilities — — 19,937 — — 19,937 Total liabilities 80,943 704,795 767,856 327 (1,094,444 ) 459,477 Shareholders’ (deficit) equity: Common stock 450,625 354,963 390,760 3,597 (749,320 ) 450,625 Treasury stock (11,860 ) — — — — (11,860 ) Accumulated (deficit) retained earnings (249,865 ) (242,054 ) (27,824 ) 3,770 266,108 (249,865 ) Stock recapitalization (189,589 ) (189,589 ) — (55 ) 189,644 (189,589 ) Accumulated other comprehensive loss (31,005 ) (30,533 ) (29,805 ) (728 ) 61,066 (31,005 ) Total shareholders’ (deficit) equity (31,694 ) (107,213 ) 333,131 6,584 (232,502 ) (31,694 ) Total liabilities and shareholders’ (deficit) equity $ 49,249 $ 597,582 $ 1,100,987 $ 6,911 $ (1,326,946 ) $ 427,783
Condensed Consolidating Statement of Cash Flows	QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2015 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non- Eliminations Consolidated Cash flows from operating activities: Net income $ 4,684 $ 6,357 $ 6,789 $ (231 ) $ (12,915 ) $ 4,684 Adjustments for non-cash charges (4,320 ) (17,778 ) 24,919 — 12,915 15,736 Net changes in assets and liabilities 1,704 684 7,206 (54 ) — 9,540 Intercompany activity (2,068 ) 10,737 (9,018 ) 349 — — Net cash provided by operating activities — — 29,896 64 — 29,960 Cash flows from investing activities: Capital expenditures — — (25,023 ) — — (25,023 ) Acquisition of businesses and assets — — (1,041 ) — — (1,041 ) Acquisition of an independent affiliate’s assets — — (5,140 ) — — (5,140 ) Proceeds from sales of property and equipment — — 27,478 — — 27,478 Proceeds from insurance recoveries — 3,000 — — 3,000 Net cash used in investing activities — — (726 ) — — (726 ) Cash flows from financing activities: Principal payments on long-term debt and capital lease obligations — (10,000 ) (1,901 ) — — (11,901 ) Proceeds from revolver — 150,800 — — — 150,800 Payments on revolver — (161,800 ) — — — (161,800 ) Deferred financing costs — (221 ) — — — (221 ) Proceeds from exercise of stock options 246 — — — — 246 Other — — (4,593 ) — — (4,593 ) Intercompany activity (246 ) 21,221 (20,975 ) — — — Net cash used in financing activities — — (27,469 ) — — (27,469 ) Net increase in cash and cash equivalents — — 1,701 64 — 1,765 Cash and cash equivalents, beginning of period — — 1,221 137 — 1,358 Cash and cash equivalents, end of period $ — $ — $ 2,922 $ 201 $ — $ 3,123 QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2014 Unaudited—(In 000’s) QDI QD LLC and Guarantor Non- Eliminations Consolidated Cash flows from operating activities: Net income $ 14,442 $ 14,191 $ 14,020 $ 233 $ (28,444 ) $ 14,442 Adjustments for non-cash charges (12,236 ) (26,820 ) 20,859 (168 ) 28,444 10,079 Net changes in assets and liabilities 92 1,258 (23,371 ) (12 ) — (22,033 ) Intercompany activity (2,298 ) 11,371 (9,013 ) (60 ) — — Net cash provided by (used in) operating activities — — 2,495 (7 ) — 2,488 Cash flows from investing activities: Capital expenditures — — (19,203 ) — — (19,203 ) Proceeds from sales of property and equipment — — 12,021 — — 12,021 Net cash used in investing activities — — (7,182 ) — — (7,182 ) Cash flows from financing activities: Principal payments on long-term debt and capital lease obligations — — (17,562 ) — — (17,562 ) Proceeds from revolver — 173,100 — — — 173,100 Payments on revolver — (155,200 ) — — — (155,200 ) Deferred financing costs — (4 ) — — — (4 ) Proceeds from exercise of stock options 4,406 — — — — 4,406 Other — — 625 — — 625 Intercompany activity (4,406 ) (17,896 ) 22,302 — — — Net cash provided by financing activities — — 5,365 — — 5,365 Net increase (decrease) in cash and cash equivalents — — 678 (7 ) — 671 Cash and cash equivalents, beginning of period — — 1,876 81 — 1,957 Cash and cash equivalents, end of period $ — $ — $ 2,554 $ 74 $ — $ 2,628

Summary of Significant Accoun33

Summary of Significant Accounting Policies - Additional Information (Detail) - Entity [Domain] $ in Thousands	Apr. 10, 2015USD ($)	Nov. 07, 2014USD ($)Location	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)
Significant Accounting Policies [Line Items]
Cash paid for acquisition			$ (1,041)
Purchase price allocated to goodwill			$ 34,896	$ 34,896
Affiliated Entity
Significant Accounting Policies [Line Items]
Cash paid for acquisition	$ 5,200	$ 6,500
Purchase price allocated to property plant and equipment	$ 5,200	4,900
Purchase price allocated to goodwill		$ 1,600
Affiliated Entity | Transit Segment
Significant Accounting Policies [Line Items]
Number of terminals | Location		4
Affiliated Entity | Energy Logistics
Significant Accounting Policies [Line Items]
Number of terminals | Location		4

Proposed Merger - Additional In

Proposed Merger - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Millions	Total
Business Acquisition [Line Items]
Date of merger agreement	May 6, 2015
Common shares converted in to rights, cash	$ 16
Reimburse transaction expenses	$ 3
Transaction and merger related expenses	2.9
Gruden Acquisition, Inc.
Business Acquisition [Line Items]
Termination fee	32
Superior proposal from certain parties
Business Acquisition [Line Items]
Termination fee	8.2
Other circumstances
Business Acquisition [Line Items]
Termination fee	$ 16.7

Variable Interest Entities - Ad

Variable Interest Entities - Additional Information (Detail) $ in Millions	Jun. 30, 2015USD ($)Entity	Dec. 31, 2014USD ($)Entity
Variable Interest Entity [Line Items]
Holding variable interest in number of VIEs | Entity	1	1
VIE dry bulk business
Variable Interest Entity [Line Items]
Aggregated loans receivable	$ 3.9	$ 3.9

Carrying Value and Fair Value o

Carrying Value and Fair Value of Long-Term Indebtedness (Detail) $ in Thousands	Jun. 30, 2015USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 170,000
Senior Secured Notes	$ 177,650

Carrying Value and Fair Value37

Carrying Value and Fair Value of Long-Term Indebtedness (Parenthetical) (Detail) - Jun. 30, 2015	Total
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior Secured Notes, due date	2,018
Senior Secured Notes, Interest rate	9.875%

Goodwill within Reporting Units

Goodwill within Reporting Units (Detail) - Entity [Domain] - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Goodwill [Line Items]
Goodwill	$ 34,896	$ 34,896
Intermodal
Goodwill [Line Items]
Goodwill	31,410	31,410
Energy Logistics
Goodwill [Line Items]
Goodwill	1,941	1,941
Chemical Logistics
Goodwill [Line Items]
Goodwill	$ 1,545	$ 1,545

Intangible Assets (Detail)

Intangible Assets (Detail) - Entity [Domain] - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2015		Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	$ 23,948		$ 23,280
Additions	250	[1]	668	[2]
Accumulated Amortization	(9,306)		(8,560)
Accumulated Amortization	7,492
Net Book Value	14,892		15,388
Intermodal
Finite-Lived Intangible Assets [Line Items]
Net Book Value	13,500		14,100
Intermodal | trade name
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	7,400		7,400
Net Book Value	$ 7,400		$ 7,400
Intangible assets useful life	Indefinite		Indefinite
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	$ 14,928		$ 14,260
Additions	250	[1]	668	[2]
Accumulated Amortization	(8,204)		(7,573)
Accumulated Amortization	$ 6,974		$ 7,355
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life	10 years		10 years
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life	12 years		12 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Book Value	$ 1,620		$ 1,620
Accumulated Amortization	(1,102)		(987)
Accumulated Amortization	$ 518		$ 633
Non-compete agreements | Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life	3 years		3 years
Non-compete agreements | Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets useful life	6 years		6 years
[1]	Additions relate to an asset purchase.
[2]	Additions relate to the on-boarding of two new independent affiliates.

Goodwill and Intangible Asset40

Goodwill and Intangible Assets - Additional Information (Detail) - Entity [Domain] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Intangible Assets Goodwill And Other Assets [Line Items]
Intangibles, net	$ 14,892		$ 14,892		$ 15,388
Amortization expense	300	$ 300	700	$ 700
Intermodal
Intangible Assets Goodwill And Other Assets [Line Items]
Intangibles, net	13,500		13,500		14,100
Energy Logistics
Intangible Assets Goodwill And Other Assets [Line Items]
Intangibles, net	600		600		700
Chemical Logistics
Intangible Assets Goodwill And Other Assets [Line Items]
Intangibles, net	$ 800		$ 800		$ 600

Estimated Amortization Expense

Estimated Amortization Expense for Intangible Assets (Detail) $ in Thousands	Jun. 30, 2015USD ($)
Intangible Assets Goodwill And Other Assets [Line Items]
2015 remaining	$ 753
2,016	1,505
2,017	1,429
2,018	1,310
2,019	1,280
2020 and thereafter	1,215
Total	$ 7,492

Reconciliation of Numerators an

Reconciliation of Numerators and Denominators of Basic and Diluted Income Per Share Per Share (Detail) - Entity [Domain] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Reconciliation Of Earning Per Share Statement [Line Items]
Net income (numerator)	$ 2,160	$ 11,369	$ 4,684	$ 14,442
Net income (numerator), diluted	$ 2,160	$ 11,369	$ 4,684	$ 14,442
Weighted Average Shares, Basic	27,960	27,404	27,931	27,248
Weighted Average Shares, Diluted	28,380	27,911	28,298	27,809
Basic income available to common shareholders, Per-share amount	$ 0.08	$ 0.41	$ 0.17	$ 0.53
Diluted income available to common shareholders, Per-share amount	$ 0.08	$ 0.41	$ 0.17	$ 0.52
Stock Option
Reconciliation Of Earning Per Share Statement [Line Items]
Shares (denominator)	296	396	259	419
Unvested restricted stock
Reconciliation Of Earning Per Share Statement [Line Items]
Shares (denominator)	54	83	68	121
Unvested restricted stock units
Reconciliation Of Earning Per Share Statement [Line Items]
Shares (denominator)	70	28	40	21

Summary of Antidilutive Securit

Summary of Antidilutive Securities Not Included in Calculation of Diluted Income Per Share (Detail) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	736	869	773	845
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	229	537	259	545
Unvested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	81	123	67	85

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2015
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	2 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	4 years
Two Thousand Twelve Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity incentive plan expiry of plan	May 30, 2022

Unrecognized Stock-Based Compen

Unrecognized Stock-Based Compensation and Weighted Average Period over Which Such Stock-Based Compensation is Expected to be Recognized (Detail) - Jun. 30, 2015 - USD ($) $ in Thousands	Total
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock and restricted stock units	$ 7,383
Unrecognized stock-based compensation, Stock options	621
Total unrecognized stock based compensation	$ 8,004
Restricted Stock and Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock and restricted stock units	1 year 8 months 12 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock and restricted stock units	1 year 2 months 12 days

Employee Benefit Plans - Additi

Employee Benefit Plans - Additional Information (Detail) - Jun. 30, 2015 $ in Millions	USD ($)CompensationPlan
Defined Benefit Plan Disclosure [Line Items]
Number of noncontributory defined benefit plans | CompensationPlan	2
Pension plan contribution by Company	$ 1.3
Expected contribution during the remainder of 2015	$ 1.7
Number of employer pension plans | CompensationPlan	3
Multi-employer pension employee percentage	3.60%
Contingent liability	$ 90.9
Central States Southeast And Southwest Areas Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Contingent liability	$ 85.1

Components of Net Periodic Pens

Components of Net Periodic Pension Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 41	$ 41	$ 83	$ 83
Interest cost	457	503	914	1,006
Amortization of prior service cost	23	23	47	47
Amortization of loss	353	293	706	585
Expected return on plan assets	(655)	(642)	(1,310)	(1,284)
Net periodic pension cost	$ 219	$ 218	$ 440	$ 437

Components and Changes to Accum

Components and Changes to Accumulated other Comprehensive Loss (Detail) - Entity [Domain] - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance				$ (31,005)
Net (loss) gain on foreign currency translation, net of tax		$ (76)	$ (90)	169	$ (33)
Ending balance		(30,083)	(26,878)	(30,083)	(26,878)
Foreign currency translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance		(586)	(1,004)	(831)	(1,061)
Net (loss) gain on foreign currency translation, net of tax		(76)	(90)	169	(33)
Ending balance		(662)	(1,094)	(662)	(1,094)
Pension benefits
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance		(29,797)	(26,100)	(30,174)	(26,416)
Amortization of prior service cost	[1]	23	23	47	47
Amortization of loss	[1]	353	293	706	585
Ending balance		$ (29,421)	$ (25,784)	$ (29,421)	$ (25,784)
[1]	Prior service cost and actuarial loss are included as part of the Company's net periodic pension cost. Refer to Note 8.

Segment Reporting - Additional

Segment Reporting - Additional Information (Detail) - 6 months ended Jun. 30, 2015	EntitySegment
Segment Reporting Information [Line Items]
Number of reportable business segments | Segment	3
Chemical Logistics
Segment Reporting Information [Line Items]
Independent affiliates	27
Energy Logistics
Segment Reporting Information [Line Items]
Independent affiliates	3

Summarized Segment Data and Rec

Summarized Segment Data and Reconciliation to Income before Income Taxes (Detail) - Entity [Domain] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
OPERATING REVENUES:
Transportation	$ 169,439	$ 184,331	$ 342,683	$ 353,857
Service revenue	35,127	34,113	69,206	66,300
Fuel surcharge	22,387	37,155	45,511	69,929
Total operating revenues	226,953	255,599	457,400	490,086
Depreciation and amortization	5,034	5,403	10,324	10,898
(Gain) loss on disposal of property and equipment	(1,534)	(1,202)	(2,206)	(1,713)
Operating income (loss)	7,748	14,872	18,693	26,974
Interest expense	6,059	7,282	12,641	14,646
Interest income	(120)	(121)	(240)	(245)
Other expense (income)	(2,322)	(4,371)	(1,756)	(4,214)
(Loss) income before income taxes	4,131	12,082	8,048	16,787
Operating Segments
OPERATING REVENUES:
Operating income (loss)	11,248	19,073	26,811	36,159
Chemical Logistics
OPERATING REVENUES:
Transportation	121,936	123,572	243,866	238,195
Service revenue	17,931	17,812	35,300	34,955
Fuel surcharge	19,408	30,282	38,918	57,334
Total operating revenues	159,275	171,666	318,084	330,484
Depreciation and amortization	2,351	2,425	4,603	4,872
(Gain) loss on disposal of property and equipment	(1,549)	(1,069)	(2,486)	(2,017)
Operating income (loss)	18,469	19,441	38,886	36,573
Interest expense	64	90	149	257
Interest income	(120)	(116)	(240)	(234)
Other expense (income)	(89)	(154)	311	3
(Loss) income before income taxes	18,614	19,621	38,666	36,547
Chemical Logistics | Operating Segments
OPERATING REVENUES:
Operating income (loss)	19,271	20,797	41,003	39,428
Energy Logistics
OPERATING REVENUES:
Transportation	26,768	40,378	57,374	76,327
Service revenue	1,812	2,127	4,064	4,073
Fuel surcharge	26	1,485	147	2,515
Total operating revenues	28,606	43,990	61,585	82,915
Depreciation and amortization	1,879	2,052	4,044	4,185
(Gain) loss on disposal of property and equipment	329	(114)	587	323
Operating income (loss)	(1,391)	772	(2,678)	938
Interest expense	18	222	64	500
Interest income		(5)		(11)
(Loss) income before income taxes	(1,409)	555	(2,742)	449
Energy Logistics | Operating Segments
OPERATING REVENUES:
Operating income (loss)	817	2,710	1,953	5,446
Intermodal
OPERATING REVENUES:
Transportation	20,735	20,381	41,443	39,335
Service revenue	14,968	13,801	29,291	26,775
Fuel surcharge	2,953	5,388	6,446	10,080
Total operating revenues	38,656	39,570	77,180	76,190
Depreciation and amortization	772	836	1,612	1,654
(Gain) loss on disposal of property and equipment	(330)	(19)	(323)	(19)
Operating income (loss)	5,616	5,783	10,295	11,037
Interest expense	20	13	43	26
(Loss) income before income taxes	5,596	5,770	10,252	11,011
Intermodal | Operating Segments
OPERATING REVENUES:
Operating income (loss)	6,058	6,600	11,584	12,672
Shared Services
OPERATING REVENUES:
Service revenue	416	373	551	497
Total operating revenues	416	373	551	497
Depreciation and amortization	32	90	65	187
(Gain) loss on disposal of property and equipment	16		16
Operating income (loss)	(14,946)	(11,124)	(27,810)	(21,574)
Interest expense	5,957	6,957	12,385	13,863
Other expense (income)	(2,233)	(4,217)	(2,067)	(4,217)
(Loss) income before income taxes	(18,670)	(13,864)	(38,128)	(31,220)
Shared Services | Operating Segments
OPERATING REVENUES:
Operating income (loss)	$ (14,898)	$ (11,034)	$ (27,729)	$ (21,387)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Income Taxes [Line Items]
Unrecognized tax benefit	$ 2,000,000		$ 2,000,000
Unrecognized tax benefit that, if recognized, would favorably affect the effective income tax rate in any future periods			800,000
Net of federal tax benefit accrued for interest			300,000
Accrued for penalties			200,000
Accrued for interest and penalties	$ 500,000
Effective tax rate	41.80%	14.00%
Foreign tax credit valuation allowance		$ 3,900,000
Maximum
Income Taxes [Line Items]
Unrecognized tax benefits related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months due to expiration of the applicable statute of limitations			$ 100,000
Net changes to gross unrecognized tax benefits	$ 100,000

Share Repurchase Program - Addi

Share Repurchase Program - Additional Information (Detail) - USD ($) shares in Millions	6 Months Ended
	Jun. 30, 2015	Nov. 20, 2012
Stockholders Equity [Line Items]
Repurchase of common stock value		$ 15,000,000
Repurchase of common stock shares	1.2
Repurchase of common stock value	$ 8,500,000
Stock repurchase program, remaining amount	$ 6,500,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - Entity [Domain]	Apr. 13, 2015USD ($)	Jun. 30, 2015USD ($)LocationSite	Dec. 31, 2014USD ($)Location
Commitments and Contingencies [Line Items]
Reserves		$ 7,200,000	$ 8,200,000
Number of Sites | Location		25	26
Cash advances from insurance carrier		$ 3,000,000
Environmental Matters
Commitments and Contingencies [Line Items]
Reserves		7,200,000	$ 8,200,000
Multi-party sites
Commitments and Contingencies [Line Items]
Reserves		$ 1,100,000	$ 1,700,000
Number of Sites | Location		16	17
Number of sites, explicitly denied any liability | Site		2
Number of sites, received a notice about potential liability | Site		4
Explicitly Denied liabilities | Site		16
Number of sites, in settlement discussion phase | Site		1
Number of sites, in long term operation and maintenance | Site		4
Number of sites, in various stages of remedial investigation | Site		4
Number of Sites with alleged liability | Site		16
Participating party in the initial study | Site		1
Multi-party sites | Maximum
Commitments and Contingencies [Line Items]
Operations and maintenance cost for environment		$ 100,000
Estimated future expenditure		3,800,000
Multi-party sites | Minimum
Commitments and Contingencies [Line Items]
Estimated future expenditure		1,100,000
Sole party sites
Commitments and Contingencies [Line Items]
Reserves		$ 6,100,000
Responsible Party for the process of conducting investigation | Site		9
Sole party sites | Maximum
Commitments and Contingencies [Line Items]
Estimated future expenditure		$ 16,700,000
Sole party sites | Minimum
Commitments and Contingencies [Line Items]
Estimated future expenditure		6,100,000
Bridgeport, New Jersey
Commitments and Contingencies [Line Items]
Reserves		$ 4,200,000
Percentage of design stage of project entered		100.00%
Bridgeport, New Jersey | Maximum
Commitments and Contingencies [Line Items]
Estimated future expenditure		$ 8,500,000
Bridgeport, New Jersey | Minimum
Commitments and Contingencies [Line Items]
Estimated future expenditure		4,200,000
William Dick, Pennsylvania
Commitments and Contingencies [Line Items]
Reserves		200,000
William Dick, Pennsylvania | Maximum
Commitments and Contingencies [Line Items]
Estimated future expenditure		3,400,000
William Dick, Pennsylvania | Minimum
Commitments and Contingencies [Line Items]
Estimated future expenditure		200,000
ISRA New Jersey Facilities
Commitments and Contingencies [Line Items]
Reserves		1,700,000
ISRA New Jersey Facilities | Maximum
Commitments and Contingencies [Line Items]
Estimated future expenditure		4,800,000
ISRA New Jersey Facilities | Minimum
Commitments and Contingencies [Line Items]
Estimated future expenditure		1,700,000
Tank Wash Building
Commitments and Contingencies [Line Items]
Asset written down value		3,500,000
Anticipated insurance proceeds		3,500,000
Workers' compensation reserve		$ 1,000,000
TransVantage Solutions Inc Et Al
Commitments and Contingencies [Line Items]
Possible loss contingency amount	$ 14,600,000

Commitment and Contingencies (D

Commitment and Contingencies (Detail) $ in Millions	Jun. 30, 2015USD ($)Location	Dec. 31, 2014USD ($)Location
Commitment And Contingencies [Line Items]
Number of Sites | Location	25	26
Reserves	$ 7.2	$ 8.2
Multi-party sites
Commitment And Contingencies [Line Items]
Number of Sites | Location	16	17
Reserves	$ 1.1	$ 1.7
Sole party sites
Commitment And Contingencies [Line Items]
Reserves	$ 6.1
Sole party sites | Bridgeport, New Jersey
Commitment And Contingencies [Line Items]
Number of Sites | Location	1	1
Reserves	$ 4.2	$ 4.4
Sole party sites | William Dick, Pennsylvania
Commitment And Contingencies [Line Items]
Number of Sites | Location	1	1
Reserves	$ 0.2	$ 0.3
Sole party sites | Other Properties
Commitment And Contingencies [Line Items]
Number of Sites | Location	7	7
Reserves	$ 1.7	$ 1.8

Guarantees - Additional Informa

Guarantees - Additional Information (Detail) - Jun. 30, 2015 - USD ($)	Total
Guarantor Obligations [Line Items]
Aggregate maximum exposure under lease guarantees	$ 100,000
Aggregate maximum exposure under lease guarantees	$ 37,700,000
Percentage of remaining losses related to independent owner operators	50.00%
Minimum
Guarantor Obligations [Line Items]
Guarantees expiry year	2,015
Maximum
Guarantor Obligations [Line Items]
Guarantees expiry year	2,021

Guarantor Subsidiaries - Additi

Guarantor Subsidiaries - Additional Information (Detail) - Jun. 30, 2015	Total
Condensed Financial Statements, Captions [Line Items]
Second-Priority Senior Secured Notes, maturity date	2,018
QD LLC and QD Capital
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership	100.00%
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership	100.00%
Qd Llc
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership	100.00%

Condensed Consolidating Stateme

Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
OPERATING REVENUES:
Transportation	$ 169,439	$ 184,331	$ 342,683	$ 353,857
Service revenue	35,127	34,113	69,206	66,300
Fuel surcharge	22,387	37,155	45,511	69,929
Total operating revenues	226,953	255,599	457,400	490,086
OPERATING EXPENSES:
Purchased transportation	151,936	173,685	304,692	331,304
Compensation	21,858	22,955	45,323	44,210
Fuel, supplies and maintenance	23,958	25,630	47,392	48,760
Depreciation and amortization	5,034	5,403	10,324	10,898
Selling and administrative	10,860	7,780	19,000	15,038
Insurance costs	5,388	4,713	10,682	10,984
Taxes and licenses	929	740	1,555	1,676
Communication and utilities	776	1,023	1,945	1,955
Gain on disposal of property and equipment	(1,534)	(1,202)	(2,206)	(1,713)
Operating (loss) income	7,748	14,872	18,693	26,974
Interest expense (income), non-related party, net	5,939	7,161	12,401	14,401
Gain on early extinguishment of debt		(4,217)		(4,217)
Write-off of debt issuance costs			166
Other expense (income)	(2,322)	(154)	(1,922)	3
(Loss) income before income taxes	4,131	12,082	8,048	16,787
(Benefit from) provision for income taxes	1,971	713	3,364	2,345
Net income	2,160	11,369	4,684	14,442
Total other comprehensive income (loss), net of tax	300	226	922	599
Comprehensive income	2,460	11,595	5,606	15,041
Eliminations
OPERATING EXPENSES:
Equity in earnings of subsidiaries	(6,799)	(22,528)	(12,915)	(28,444)
Net income	(6,799)	(22,528)	(12,915)	(28,444)
Total other comprehensive income (loss), net of tax	(600)	(452)	(1,844)	(1,198)
Comprehensive income	(7,399)	(22,980)	(14,759)	(29,642)
QDI
OPERATING EXPENSES:
Selling and administrative	2,419		2,915
Operating (loss) income	(2,419)		(2,915)
Other expense (income)	5		5	2
(Loss) income before income taxes	(2,424)		(2,920)	(2)
(Benefit from) provision for income taxes	(1,188)	(135)	(1,247)	(253)
Equity in earnings of subsidiaries	3,396	11,234	6,357	14,191
Net income	2,160	11,369	4,684	14,442
Total other comprehensive income (loss), net of tax	300	226	922	599
Comprehensive income	2,460	11,595	5,606	15,041
QD LLC and QD Capital
OPERATING EXPENSES:
Selling and administrative	7	60	35	62
Operating (loss) income	(7)	(60)	(35)	(62)
Interest expense (income), non-related party, net	5,954	6,957	12,377	13,850
Interest (income) expense, related party, net	(5,954)	(6,957)	(12,377)	(13,850)
Write-off of debt issuance costs			166
(Loss) income before income taxes	(7)	(60)	(201)	(62)
Equity in earnings of subsidiaries	3,403	11,294	6,558	14,253
Net income	3,396	11,234	6,357	14,191
Total other comprehensive income (loss), net of tax	300	226	922	599
Comprehensive income	3,696	11,460	7,279	14,790
Guarantor Subsidiaries
OPERATING REVENUES:
Transportation	169,439	184,331	342,683	353,857
Service revenue	35,098	34,104	69,146	66,276
Fuel surcharge	22,387	37,155	45,511	69,929
Total operating revenues	226,924	255,590	457,340	490,062
OPERATING EXPENSES:
Purchased transportation	151,936	173,685	304,692	331,300
Compensation	21,858	22,955	45,323	44,210
Fuel, supplies and maintenance	23,960	25,630	47,396	48,758
Depreciation and amortization	5,034	5,403	10,324	10,898
Selling and administrative	8,397	7,714	15,997	14,964
Insurance costs	5,289	4,705	10,578	10,968
Taxes and licenses	869	740	1,483	1,676
Communication and utilities	776	1,023	1,945	1,955
Gain on disposal of property and equipment	(1,534)	(1,202)	(2,206)	(1,713)
Operating (loss) income	10,339	14,937	21,808	27,046
Interest expense (income), non-related party, net	(15)	204	24	551
Interest (income) expense, related party, net	5,954	7,046	12,377	14,018
Gain on early extinguishment of debt		(4,217)		(4,217)
Other expense (income)	(2,180)	(92)	(2,025)	3
(Loss) income before income taxes	6,580	11,996	11,432	16,691
(Benefit from) provision for income taxes	3,159	846	4,643	2,671
Net income	3,421	11,150	6,789	14,020
Total other comprehensive income (loss), net of tax	376	316	753	632
Comprehensive income	3,797	11,466	7,542	14,652
Non-Guarantor Subsidiaries
OPERATING REVENUES:
Service revenue	29	9	60	24
Total operating revenues	29	9	60	24
OPERATING EXPENSES:
Purchased transportation				4
Fuel, supplies and maintenance	(2)		(4)	2
Selling and administrative	37	6	53	12
Insurance costs	99	8	104	16
Taxes and licenses	60		72
Operating (loss) income	(165)	(5)	(165)	(10)
Interest (income) expense, related party, net		(89)		(168)
Other expense (income)	(147)	(62)	98	(2)
(Loss) income before income taxes	(18)	146	(263)	160
(Benefit from) provision for income taxes		2	(32)	(73)
Net income	(18)	144	(231)	233
Total other comprehensive income (loss), net of tax	(76)	(90)	169	(33)
Comprehensive income	$ (94)	$ 54	$ (62)	$ 200

Condensed Consolidating Balance

Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 3,123	$ 1,358	$ 2,628	$ 1,957
Accounts receivable, net	131,614	136,790
Prepaid expenses	12,171	14,118
Deferred tax asset, net	25,556	29,333
Other	10,750	10,374
Total current assets	183,214	191,973
Property and equipment, net	147,596	156,249
Assets held-for-sale	5,056	2,040
Goodwill	34,896	34,896
Intangibles, net	14,892	15,388
Non-current deferred tax asset, net	19,738	18,942
Other assets	7,594	8,295
Total assets	412,986	427,783
Current liabilities:
Current maturities of indebtedness	4,744	2,699
Current maturities of capital lease obligations	198	334
Accounts payable	8,782	12,955
Independent affiliates and independent owner-operators payable	19,637	15,110
Accrued expenses	33,497	32,617
Environmental liabilities	4,181	4,389
Accrued loss and damage claims	9,321	8,851
Total current liabilities	80,360	76,955
Long-term indebtedness, less current maturities	323,431	348,080
Capital lease obligations, less current maturities	122	182
Environmental liabilities	3,023	3,830
Accrued loss and damage claims	10,656	10,493
Other non-current liabilities	18,338	19,937
Total liabilities	435,930	459,477
Shareholders' (deficit) equity:
Common stock	454,155	450,625
Treasury stock	(12,246)	(11,860)
Accumulated (deficit) retained earnings	(245,181)	(249,865)
Stock recapitalization	(189,589)	(189,589)
Accumulated other comprehensive loss	(30,083)	(31,005)	(26,878)
Total shareholders' (deficit) equity	(22,944)	(31,694)	(35,551)	(56,251)
Total liabilities and shareholders' (deficit) equity	412,986	427,783
Eliminations
Current assets:
Intercompany	(489,745)	(457,636)
Total current assets	(489,745)	(457,636)
Investment in subsidiaries	(247,423)	(232,502)
Intercompany	(565,150)	(636,808)
Total assets	(1,302,318)	(1,326,946)
Current liabilities:
Intercompany	(489,745)	(457,636)
Total current liabilities	(489,745)	(457,636)
Intercompany	(565,150)	(636,808)
Total liabilities	(1,054,895)	(1,094,444)
Shareholders' (deficit) equity:
Common stock	(749,482)	(749,320)
Accumulated (deficit) retained earnings	253,193	266,108
Stock recapitalization	189,644	189,644
Accumulated other comprehensive loss	59,222	61,066
Total shareholders' (deficit) equity	(247,423)	(232,502)
Total liabilities and shareholders' (deficit) equity	(1,302,318)	(1,326,946)
QDI
Current assets:
Other	108	34
Total current assets	108	34
Non-current deferred tax asset, net	(455)	(1,702)
Investment in subsidiaries	(99,934)	(107,213)
Intercompany	160,071	158,130
Total assets	59,790	49,249
Current liabilities:
Intercompany	82,204	80,943
Accrued expenses	530
Total current liabilities	82,734	80,943
Total liabilities	82,734	80,943
Shareholders' (deficit) equity:
Common stock	454,155	450,625
Treasury stock	(12,246)	(11,860)
Accumulated (deficit) retained earnings	(245,181)	(249,865)
Stock recapitalization	(189,589)	(189,589)
Accumulated other comprehensive loss	(30,083)	(31,005)
Total shareholders' (deficit) equity	(22,944)	(31,694)
Total liabilities and shareholders' (deficit) equity	59,790	49,249
QD LLC and QD Capital
Current assets:
Prepaid expenses	8	58
Total current assets	8	58
Investment in subsidiaries	347,357	339,715
Intercompany	203,061	250,160
Other assets	6,829	7,649
Total assets	557,255	597,582
Current liabilities:
Current maturities of indebtedness	3,500
Accrued expenses	3,326	3,512
Total current liabilities	6,826	3,512
Long-term indebtedness, less current maturities	323,431	347,814
Intercompany	326,932	353,469
Total liabilities	657,189	704,795
Shareholders' (deficit) equity:
Common stock	354,963	354,963
Accumulated (deficit) retained earnings	(235,697)	(242,054)
Stock recapitalization	(189,589)	(189,589)
Accumulated other comprehensive loss	(29,611)	(30,533)
Total shareholders' (deficit) equity	(99,934)	(107,213)
Total liabilities and shareholders' (deficit) equity	557,255	597,582
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	2,922	1,221	2,554	1,876
Accounts receivable, net	131,609	136,786
Prepaid expenses	12,129	14,013
Deferred tax asset, net	25,556	29,333
Intercompany	489,645	457,540
Other	10,616	10,346
Total current assets	672,477	649,239
Property and equipment, net	147,596	156,249
Assets held-for-sale	5,056	2,040
Goodwill	34,896	34,896
Intangibles, net	14,892	15,388
Non-current deferred tax asset, net	20,193	20,644
Intercompany	195,388	221,885
Other assets	765	646
Total assets	1,091,263	1,100,987
Current liabilities:
Current maturities of indebtedness	1,244	2,699
Current maturities of capital lease obligations	198	334
Accounts payable	8,782	12,955
Intercompany	407,541	376,693
Independent affiliates and independent owner-operators payable	19,637	15,110
Accrued expenses	29,630	29,061
Environmental liabilities	4,181	4,389
Accrued loss and damage claims	9,321	8,851
Total current liabilities	480,534	450,092
Long-term indebtedness, less current maturities		266
Capital lease obligations, less current maturities	122	182
Environmental liabilities	3,023	3,830
Accrued loss and damage claims	10,656	10,493
Intercompany	237,893	283,056
Other non-current liabilities	18,338	19,937
Total liabilities	750,566	767,856
Shareholders' (deficit) equity:
Common stock	390,784	390,760
Accumulated (deficit) retained earnings	(21,035)	(27,824)
Accumulated other comprehensive loss	(29,052)	(29,805)
Total shareholders' (deficit) equity	340,697	333,131
Total liabilities and shareholders' (deficit) equity	1,091,263	1,100,987
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	201	137	$ 74	$ 81
Accounts receivable, net	5	4
Prepaid expenses	34	47
Intercompany	100	96
Other	26	(6)
Total current assets	366	278
Intercompany	6,630	6,633
Total assets	6,996	6,911
Current liabilities:
Accrued expenses	11	44
Total current liabilities	11	44
Intercompany	325	283
Total liabilities	336	327
Shareholders' (deficit) equity:
Common stock	3,735	3,597
Accumulated (deficit) retained earnings	3,539	3,770
Stock recapitalization	(55)	(55)
Accumulated other comprehensive loss	(559)	(728)
Total shareholders' (deficit) equity	6,660	6,584
Total liabilities and shareholders' (deficit) equity	$ 6,996	$ 6,911

Condensed Consolidating State59

Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 2,160	$ 11,369	$ 4,684	$ 14,442
Adjustments for non-cash charges			15,736	10,079
Net changes in assets and liabilities			9,540	(22,033)
Net cash provided by (used in) operating activities			29,960	2,488
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(25,023)	(19,203)
Acquisition of businesses and assets			(1,041)
Acquisition of an independent affiliate's assets			(5,140)
Proceeds from sales of property and equipment			27,478	12,021
Proceeds from insurance recoveries			3,000
Net cash used in investing activities			(726)	(7,182)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations			(11,901)	(17,562)
Proceeds from revolver			150,800	173,100
Payments on revolver			(161,800)	(155,200)
Deferred financing costs			(221)	(4)
Proceeds from exercise of stock options			246	4,406
Other			(4,593)	625
Net cash (used in) provided by financing activities			(27,469)	5,365
Net increase (decrease) in cash and cash equivalents			1,765	671
Cash and cash equivalents, beginning of period			1,358	1,957
Cash and cash equivalents, end of period	3,123	2,628	3,123	2,628
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	(6,799)	(22,528)	(12,915)	(28,444)
Adjustments for non-cash charges			12,915	28,444
QDI
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	2,160	11,369	4,684	14,442
Adjustments for non-cash charges			(4,320)	(12,236)
Net changes in assets and liabilities			1,704	92
Intercompany activity			(2,068)	(2,298)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options			246	4,406
Intercompany activity			(246)	(4,406)
QD LLC and QD Capital
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	3,396	11,234	6,357	14,191
Adjustments for non-cash charges			(17,778)	(26,820)
Net changes in assets and liabilities			684	1,258
Intercompany activity			10,737	11,371
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations			(10,000)
Proceeds from revolver			150,800	173,100
Payments on revolver			(161,800)	(155,200)
Deferred financing costs			(221)	(4)
Intercompany activity			21,221	(17,896)
Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	3,421	11,150	6,789	14,020
Adjustments for non-cash charges			24,919	20,859
Net changes in assets and liabilities			7,206	(23,371)
Intercompany activity			(9,018)	(9,013)
Net cash provided by (used in) operating activities			29,896	2,495
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(25,023)	(19,203)
Acquisition of businesses and assets			(1,041)
Acquisition of an independent affiliate's assets			(5,140)
Proceeds from sales of property and equipment			27,478	12,021
Proceeds from insurance recoveries			3,000
Net cash used in investing activities			(726)	(7,182)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt and capital lease obligations			(1,901)	(17,562)
Other			(4,593)	625
Intercompany activity			(20,975)	22,302
Net cash (used in) provided by financing activities			(27,469)	5,365
Net increase (decrease) in cash and cash equivalents			1,701	678
Cash and cash equivalents, beginning of period			1,221	1,876
Cash and cash equivalents, end of period	2,922	2,554	2,922	2,554
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	(18)	144	(231)	233
Adjustments for non-cash charges				(168)
Net changes in assets and liabilities			(54)	(12)
Intercompany activity			349	(60)
Net cash provided by (used in) operating activities			64	(7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in cash and cash equivalents			64	(7)
Cash and cash equivalents, beginning of period			137	81
Cash and cash equivalents, end of period	$ 201	$ 74	$ 201	$ 74