Quality Distribution, Inc. Announces Third Quarter 2012 Results

Quality Distribution, Inc. Announces Third Quarter 2012 Results

        -- Quality Reports Third Quarter Revenue of $222.1 million --

 -- Company Earns Third Quarter 2012 Net Income of $0.32 per Diluted Share --

         -- Q3 2012 Adjusted Net Income of $0.17 per Diluted Share –

      -- Third Quarter Adjusted EBITDA Up 14.5% vs. Prior-Year Period --

TAMPA, Fla., Nov. 6, 2012 (GLOBE NEWSWIRE) -- Quality Distribution, Inc.
(Nasdaq:QLTY) ("Quality" or the "Company"), a North American logistics and
transportation provider with market leading businesses, today reported net
income of $8.9 million, or $0.32 per diluted share, for the third quarter
ended September 30, 2012, compared to net income of $6.2 million, or $0.25 per
diluted share, in the third quarter ended September 30, 2011. Net income for
the third quarter of 2012 included a $4.9 million non-cash benefit from
releasing a portion of the Company's deferred tax valuation allowance.

Adjusted net income for the third quarter of 2012 was $4.8 million, or $0.17
per diluted share, compared to adjusted net income of $4.9 million, or $0.20
per diluted share, for the same quarter in 2011. Both periods are calculated
by applying a normalized tax rate of 39% and excluding other items not
considered part of regular operating activities.

Adjusted pre-tax income for the third quarter of 2012 included $3.5 million of
costs related to the following: the previously disclosed termination of an
independent affiliate relationship ($3.0 million), recent acquisition activity
($0.4 million), and severance charges ($0.1 million). Adjusted net income for
the same period last year was derived by excluding debt issuance write-off
costs of $1.4 million. A reconciliation of net income to adjusted net income
is included in the attached financial exhibits.

"Our third quarter proved to be a real challenge, with the highly unusual
circumstance whereby all three of our segments reported lower than expected
results. Based on what we see today, especially with the impact of Hurricane
Sandy in the Northeast, our fourth quarter will be equally challenging," said
Gary Enzor, Chief Executive Officer. "Despite these issues, we anticipate
improved year-over-year performance in all of our segments in 2013. Given that
we now have an excellent footprint in the energy space, our plans over the
near-term are to optimize our existing and recently acquired operations, as
well as generate free cash flow to reduce debt."

Third Quarter Consolidated Results

Total revenue for the third quarter of 2012 was $222.1 million, an increase of
11.4% versus the same quarter last year. Excluding fuel surcharges, revenue
for the third quarter of 2012 increased 13.3% compared to the prior-year
period. This revenue improvement was driven primarily by a $19.5 million
increase from the Energy Logistics business, $2.5 million of growth from
Intermodal, and a $0.5 million increase from the Chemical Logistics business.

Operating income for the third quarter of 2012 was $11.6 million, a decrease
of $3.7 million versus the prior-year period, driven primarily by the
aforementioned independent affiliate conversion. Adjusting for this
conversion, and the acquisition and severance costs mentioned above, third
quarter 2012 operating income would have been approximately $15.2 million, or
flat versus the prior-year third quarter. Operating margin declined primarily
as a result of higher equipment lease expense and lower asset utilization
within the Chemical and Energy segments, as well as higher depreciation and
amortization expenses from the Company's recent asset acquisitions.

Adjusted EBITDA for the third quarter of 2012 was $22.2 million, up 14.5%
compared to the third quarter of 2011, driven primarily by income from Energy
Logistics acquisitions consummated in 2012. A reconciliation of net income to
adjusted EBITDA is included in the attached financial exhibits.

Third Quarter Segment Results

Chemical Logistics

Revenues in the Chemical Logistics segment were $151.4 million in the third
quarter of 2012, which was up slightly versus the third quarter of 2011.
Excluding fuel surcharges, revenues increased $0.5 million. The Company
believes that the leadership team within this segment was successful in
protecting most of the revenue related to the affiliate conversion, and
expects to gain revenue following the transition in the coming quarters.

Operating income in the Chemical Logistics segment was $6.9 million, which was
down $2.9 million versus the comparable prior-year period, primarily due to
approximately $1.7 million of affiliate conversion, acquisition and severance
charges. After adjusting for these charges, operating income was down $1.2
million, primarily related to higher equipment lease expense and lower asset
utilization primarily in the Northeast region of the U.S.

Intermodal

Revenues in the Intermodal segment were $32.2 million, up $2.6 million or 8.8%
versus the prior-year period. Excluding fuel surcharges, revenues increased
9.6% primarily due to continued higher demand for ISO container shipments, as
well as the positive effects of the Greensville acquisition.

Operating income in the Intermodal segment was $3.4 million, down $1.3 million
versus the prior-period. This quarter-over-quarter decline was primarily due
to higher than expected equipment repair costs, increased overtime charges,
and medical benefit expenses. These third quarter impacts represent temporary
items that are expected to improve going forward.

Energy Logistics

Revenues in the Energy Logistics segment were $38.5 million, up $19.8 million
versus the prior year period. Revenue increases from the recent acquisitions
of Bice, Trojan and Dunn's were partially offset by a steep decline in
drilling activity from the Marcellus shale region. The decline in Marcellus
revenue was driven primarily by lower natural gas prices, and partly by the
independent affiliate conversion.

Operating income in the Energy Logistics segment was $1.4 million, an increase
of $0.4 million versus the prior year period as significant affiliate
conversion costs nearly offset higher income from acquisitions. Excluding $1.8
million of affiliate conversion costs, operating income increased $2.3
million, driven by higher margins from the acquisitions. Operating margins
were also adversely impacted by $2.1 million of increased depreciation and
amortization expenses resulting from asset purchase accounting allocations and
lower utilization. Excluding the previously mentioned affiliate conversion
costs, EBITDA from the Energy Logistics segment for the third quarter was $5.6
million, up $4.4 million versus the prior-year period.

Summary

"This quarter was well below expectations as we encountered headwinds that
adversely impacted the performance within each of our business segments," said
Gary Enzor, Chief Executive Officer. "However, we did achieve positive
year-over-year revenue in our Chemical Logistics business, representing a
significant improvement versus our last several quarters. We also recently
finalized the affiliate transition that caused a strain on resources and
profitability during the last several months."

Significant Recent Transactions

Due to financial and operational difficulties encountered by one of our larger
independent affiliates, the Company terminated its business relationship with
this independent affiliate during the third quarter of 2012. This independent
affiliate operated eight terminals within the Chemical Logistics segment and
one terminal within the Energy Logistics segment. Four Chemical Logistics
terminals were transitioned to other independent affiliates, with the
remaining terminals transitioned to company operations. During this
transition, operating results for the third quarter of 2012 were adversely
impacted by $3.0 million of greater than expected operating costs and reduced
profitability.

Despite costs associated with the independent affiliate transition, Quality
and certain other independent affiliates provided a smooth conversion of the
business and retained the majority of the revenue. In connection with the
business transition, on October 17, 2012 Quality acquired certain operating
assets from this independent affiliate for approximately $17.1 million in
cash. The Company expects to incur a moderate amount of additional expense in
the fourth quarter related to the independent affiliate transition.

On August 1, 2012, the Company completed the acquisition of the operating
assets of Dunn's Tank Services, Inc., and the operating assets and rights of
Nassau Disposal, Inc. (collectively "Dunn's"), for aggregate cash
consideration of $34.3 million. Potential additional consideration of $3.6
million may be paid in cash, subject to Dunn's achieving certain future
operating and financial performance criteria. Dunn's has trucking operations
in both the Woodford and Utica shale, including two operating salt-water
disposal wells in Oklahoma.

In June 2012, the Company acquired the operating assets of Wylie Bice
Trucking, LLC and the operating assets and rights of RM Resources, LLC,
(collectively "Bice") for aggregate consideration of $81.4 million, plus
additional contingent consideration of $19.0 million, subject to Bice
achieving certain future operating and financial performance criteria. In
April 2012, the Company acquired the operating assets of Trojan Vacuum
Services ("Trojan") for cash consideration of $8.7 million, plus additional
contingent consideration of $1.0 million, subject to Trojan achieving certain
future operating and financial performance criteria.

In conjunction with these various transactions, the Company incurred
acquisition-related costs of approximately $3.0 million during the first half
of 2012 and $0.4 million during the third quarter of 2012, which are included
within selling and administrative expenses. The Company's results for the
third quarter of 2012 include three months of operating results from Bice and
Trojan and two months of operating results from Dunn's. Results for the third
quarter of 2011 do not include any of these operating results.

Balance Sheet and Cash Flow

On September 27, 2012, the Company increased the maximum borrowing capacity of
its ABL Facility from $250 million to $350 million, utilizing the facility's
accordion feature. Substantially all other terms remain unchanged, and the
Company's immediate borrowing availability did not change as a result of the
increase in capacity. Borrowing availability under the Company's ABL Facility
was $68.4 million at September 30, 2012, a decrease of $13.9 million versus
December 31, 2011 availability of $82.3 million. During the first quarter of
2012, net proceeds from the Company's sale of common stock were used to repay
outstanding borrowings on the ABL Facility, and during the second and third
quarters of 2012, borrowings were utilized primarily to fund the Trojan, Bice,
and Dunn's acquisitions. The Company expects to have sufficient borrowing
availability under its ABL Facility to support its on-going operations
following the previously mentioned acquisitions.

Operating cash flows for the quarter ended September 30, 2012 were $5.2
million, compared with $12.8 million in the quarter ended September 30, 2011.
The decline was primarily due to the expected increase in working capital
requirements from the growing Energy Logistics business. Net capital
expenditures for the quarter ended September 30, 2012 were $9.0 million, most
of which were targeted to growth opportunities.

"Our Bice and Dunn's acquisitions have gotten off to a slower start than we
had originally expected, as lower commodity pricing for natural gas and oil
reduced drilling activity, thereby negatively impacting demand for
transportation services primarily in the Bakken and Woodford shale regions. We
also made significant capital investments and lease commitments for tractor
and trailer assets in anticipation of higher levels of demand, which have not
yet materialized and in turn hurt near-term productivity and profitability,"
said Joe Troy, Chief Financial Officer.

Mr. Troy continued, "During the remainder of this year and into 2013, we will
focus our efforts on asset utilization across each business unit, reposition
assets into areas with the greatest growth potential and rationalize our fleet
where warranted. We feel confident that each of our business units is taking
the necessary actions to improve profitability, and the Company is well
positioned to reduce leverage and generate improved earnings and free cash
flow in 2013."

Quality will host a conference call for investors to discuss these results on
Wednesday, November 7, 2012 at 10:00 a.m. Eastern Time. The toll free dial‑in
number is 888-206-4913; the toll number is 913-312-0823; the passcode is
6526348. A replay of the call will be available through December 8, 2012, by
dialing 888-203-1112; passcode: 6526348. A webcast of the conference call may
be accessed in the Investor Relations section of Quality's website at
www.qualitydistribution.com. Copies of this earnings release and other
financial information about Quality may also be accessed in the Investor
Relations section of Quality's website. The Company regularly posts or
otherwise makes available information within the Investor Relations section
that may be important to investors.

About Quality

Headquartered in Tampa, Florida, Quality operates the largest chemical bulk
logistics network in North America through its wholly-owned subsidiary,
Quality Carriers, Inc., and is the largest North American provider of
intermodal tank container and depot services through its wholly-owned
subsidiary, Boasso America Corporation. Quality also provides logistics and
transportation services to the unconventional oil and gas industry including
crude oil, proppant sand, fresh water, and production fluids, through its
wholly-owned subsidiaries QC Energy Resources, Inc. and QC Environmental
Services, Inc. Quality's network of independent affiliates and independent
owner-operators provides nationwide bulk transportation and related services.
Quality is an American Chemistry Council Responsible Care® Partner and is a
core carrier for many of the Fortune 500 companies that are engaged in
chemical production and processing.

The Quality Distribution, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5285

This press release contains certain forward-looking information that is
subject to the safe harbor provisions created by the Private Securities
Litigation Reform Act of 1995. Forward-looking information is any statement
other than a statement of historical fact. Forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those expected or projected in the forward-looking
statements. Without limitation, risks and uncertainties regarding
forward-looking statements include (1) the effect of local, national and
international economic, credit and capital market conditions on the economy in
general, on our ability to obtain desired debt financing and on the particular
industries in which we operate, including excess capacity in the industry, the
availability of qualified drivers, changes in fuel and insurance prices,
interest rate fluctuations, and downturns in customers' business cycles and
shipping requirements; (2) our substantial leverage and our ability to make
required payments and comply with restrictions contained in our debt
arrangements or to otherwise generate sufficient cash flow from operations or
borrowing under our ABL Facility to fund our liquidity needs; (3) competition
and rate fluctuations, including fluctuations in prices and demand for
commodities such as natural gas and oil; (4) our reliance on independent
affiliates and independent owner-operators; (5) a shift away from or slowdown
in production in the shale regions in which we have energy logistics
operations; (6) our liability as a self-insurer to the extent of our
deductibles as well as changing conditions and pricing in the insurance
marketplace; (7) increased unionization, which could increase our operating
costs or constrain operating flexibility; (8) changes in the future to, or our
inability to comply with, governmental regulations and legislative changes
affecting the transportation industry generally or in the particular segments
in which we operate;(9) federal and state legislative and regulatory
initiatives, which could result in increased costs and additional operating
restrictions upon us or our oil and gas frac shale energy customers; (10) the
use of disposal wells and other disposal sites in our energy logistics
business; (11) our ability to comply with current and future environmental
regulations and the increasing costs relating to environmental compliance;
(12) potential disruptions at U.S. ports of entry; (13) diesel fuel prices and
our ability to recover costs through fuel surcharges; (14) our ability to
attract and retain qualified drivers;(15) terrorist attacks and the cost of
complying with existing and future anti-terrorism security measures; (16) our
dependence on senior management; (17) the potential loss of our ability to use
net operating losses to offset future income; (18) potential future impairment
charges; (19) the interests of our largest shareholder, which may conflict
with your or our interests; (20) our ability to successfully identify
acquisition opportunities, consummate such acquisitions and successfully
integrate acquired businesses and converted affiliates and achieve the
anticipated benefits and synergies of acquisitions and conversions, the
effects of the acquisitions and conversions on the acquired businesses'
existing relationships with customers, governmental entities, affiliates,
owner-operators and employees, and the impact that acquisitions and
conversions could have on our future financial results and business
performance and other future conditions in the market and industry from the
acquired businesses; (21) our ability to execute plans to profitably operate
in the transportation business and disposal well business within the energy
logistics market;(22) our success in entering new markets; (23) adverse
weather conditions; (24) our liability for our proportionate share of unfunded
vested benefit liabilities, particularly in the event of our withdrawal from
any of our multi-employer pension plans; and (25) changes in planned or actual
capital expenditures due to operating needs, changes in regulation, covenants
in our debt arrangements and other expenses, including interest expenses.
Readers are urged to carefully review and consider the various disclosures
regarding these and other risks and uncertainties, including but not limited
to risk factors contained in Quality Distribution, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2011 and its Quarterly Reports on
Form 10-Q, as well as other reports filed with the Securities and Exchange
Commission. Quality disclaims any obligation to update any forward-looking
statement, whether as a result of developments occurring after the date of
this release or for any other reasons.

                                                                  
                                                                  
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In 000's) Except Per Share Data
Unaudited
                                                                  
                                                                  
                                         Three months ended Nine months ended
                                          September 30,     September 30,
                                         2012      2011     2012     2011
OPERATING REVENUES:                                                
Transportation                           $160,079  $140,974 $443,804 $395,052
Service revenue                          31,550    28,138   89,569   82,518
Fuel surcharge                           30,449    30,186   93,353   89,631
Total operating revenues                 222,078   199,298  626,726  567,201
                                                                  
OPERATING EXPENSES:                                                
Purchased transportation                 143,036   142,023  417,222  400,437
Compensation                             22,522    15,014   57,669   45,412
Fuel, supplies and maintenance           24,085    13,114   56,996   36,556
Depreciation and amortization            6,039     3,600    14,452   10,470
Selling and administrative               8,258     5,910    24,857   15,945
Insurance costs                          4,374     3,316    11,732   11,541
Taxes and licenses                       807       638      2,179    1,737
Communications and utilities             980       595      2,724    2,054
Loss (gain) on disposal of property and   360       (198)    (4)      (848)
equipment
Restructuring credit                     --        --       --       (521)
Total operating expenses                 210,461   184,012  587,827  522,783
                                                                  
Operating income                         11,617    15,286   38,899   44,418
                                                                  
Interest expense                        7,673     7,096    22,042   22,218
Interest income                         (194)     (117)    (602)    (434)
Write-off of debt issuance costs        --       1,395    --       3,181
Other (income) expense                  (112)     257      (276)    250
Income before income taxes              4,250     6,655    17,735   19,203
(Benefit from) provision for income      (4,613)   468      (26,632) 1,248
taxes
Net income                               $8,863    $6,187   $44,367  $17,955
                                                                  
PER SHARE DATA:                                                    
Net income per common share                                       
Basic                                   $0.32     $0.26    $1.69    $0.78
Diluted                                 $0.32     $0.25    $1.64    $0.74
                                                                  
Weighted average number of shares                                  
Basic                                   27,368    23,372   26,243   22,942
Diluted                                 28,089    24,643   27,057   24,255

                                                                
                                                                
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In 000's)
Unaudited
                                                                
                                                                
                                                   September 30, December 31,
                                                    2012          2011
                                                                
                                                                
ASSETS                                                           
Current assets:                                                  
Cash and cash equivalents                          $2,928        $4,053
Accounts receivable, net                           125,080       90,567
Prepaid expenses                                   13,805        7,849
Deferred tax asset                                 8,738         4,048
Other current assets                               10,380        3,858
Total current assets                              160,931       110,375
Property and equipment, net                        179,782       125,892
Goodwill                                           102,320       31,344
Intangibles, net                                   38,752        18,471
Non-current deferred tax asset                     18,682        ----
Other assets                                       12,584        16,313
Total assets                                      $513,051      $302,395
                                                                
                                                                
LIABILITIES AND SHAREHOLDERS' DEFICIT                           
Current liabilities:                                             
Current maturities of indebtedness                 $4,264        $4,139
Current maturities of capital lease obligations    4,507         5,261
Accounts payable                                   13,301        7,571
Independent affiliates and independent              18,601        9,795
owner-operators payable
Accrued expenses                                   46,710        25,327
Environmental liabilities                          4,740         3,878
Accrued loss and damage claims                     6,806         8,614
Total current liabilities                          98,929        64,585
Long-term indebtedness, less current maturities   393,721       293,823
Capital lease obligations, less current            2,629         3,840
maturities
Environmental liabilities                         4,513         6,222
Accrued loss and damage claims                    8,977         9,768
Other non-current liabilities                     24,026        30,342
Total liabilities                                  532,795       408,580
                                                                
                                                                
SHAREHOLDERS' DEFICIT                                            
Common stock                                       436,222       393,859
Treasury stock                                     (1,944)       (1,878)
Accumulated deficit                                (234,176)     (278,543)
Stock recapitalization                             (189,589)     (189,589)
Accumulated other comprehensive loss               (30,282)      (31,381)
Stock purchase warrants                            25            1,347
Total shareholders' deficit                        (19,744)      (106,185)
Total liabilities and shareholders' deficit        $513,051      $302,395
                                                                

                                                                 
                                                                 
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
SEGMENT OPERATING RESULTS
(In 000's)
Unaudited

The Company has three reportable business segments for financial reporting
purposes that are distinguished primarily on the basis of services offered:
* Chemical Logistics, which consists of the transportation of bulk chemicals
primarily through a network of 28 independent affiliates, and equipment rental
income;
* Energy Logistics, which consists primarily of the transportation of fresh
water, disposal water, proppant sand and crude oil for the unconventional oil
and gas frac shale energy markets, primarily through company-operated
terminals and one independent affiliate; and
* Intermodal, which consists of Boasso's intermodal ISO tank container
transportation and depot services supporting the international movement of
bulk liquids.
                                                                 
                       Three Months Ended September 30, 2012
                       Chemical          Energy        Intermodal  Total
                        Logistics** (a)   Logistics (b)
Operating Revenues:                                               
Transportation         $107,773          $35,144        $17,162     $160,079
Service revenue        17,414            3,043          11,093      31,550
Fuel surcharge         26,252            299            3,898       30,449
                                                                 
Total operating         $151,439          $38,486        $32,153     $222,078
revenues
                                                                 
Segment revenue % of    68.2%             17.3%          14.5%       100.0%
total revenue
Segment operating       $9,718            $4,041         $4,257      $18,016
income*
Depreciationand        2,795             2,359          885         6,039
amortization
Other expense (income) 68                302            (10)        360
Operating income        $6,855            $1,380         $3,382      $11,617
                                                                 
                                                                 
                       Three Months Ended September 30, 2011
                       Chemical          Energy         Intermodal  Total
                        Logistics **      Logistics
Operating Revenues:                                               
Transportation         $107,693          $18,341        $14,940     $140,974
Service revenue        16,981            306            10,851      28,138
Fuel surcharge         26,428            --           3,758       30,186
                                                                 
Total operating         $151,102          $18,647        $29,549     $199,298
revenues
                                                                 
Segment revenue % of    75.8%             9.4%           14.8%       100.0%
total revenue
Segment operating       $12,080           $1,224         $5,384      $18,688
income*
Depreciationand        2,518             287            795         3,600
amortization
Other income           (145)             --           (53)        (198)
Operating income        $9,707            $937           $4,642      $15,286
                                                                 
                                                                 
(a) Operating income in the Chemical Logistics segment during the three-month
period ended September 30, 2012 includes $1.7 million of costs associated with
the independent affiliate conversion, acquisition and severance costs.
(b) Operating income in the Energy Logistics segment during the three-month
period ended September 30, 2012 includes $1.8 million of costs associated with
the independent affiliate conversion.
                                                                 
                                                                 
                                                                 
                       Nine Months Ended September 30, 2012
                       Chemical          Energy         Intermodal  Total
                        Logistics ** (x)  Logistics (y)
Operating Revenues:                                               
Transportation         $321,355          $70,122        $52,327     $443,804
Service revenue        50,307            5,174          34,088      89,569
Fuel surcharge         79,944            625            12,784      93,353
                                                                 
Total operating         $451,606          $75,921        $99,199     $626,726
revenues
                                                                 
Segment revenue % of    72.1%             12.1%          15.8%       100.0%
total revenue
Segment operating       $29,694           $9,037         $14,616     $53,347
income*
Depreciationand        8,229             3,623          2,600       14,452
amortization
Other (income) expense (276)             324            (52)        (4)
Operating income        $21,741           $5,090         $12,068     $38,899
                                                                 
                       Nine Months Ended September 30, 2011
                       Chemical          Energy         Intermodal  Total
                        Logistics **      Logistics
Operating Revenues:                                               
Transportation         $330,623          $20,333        $44,096     $395,052
Service revenue        50,567            383            31,568      82,518
Fuel surcharge         79,079            --            10,552      89,631
                                                                 
Total operating         $460,269          $20,716        $86,216     $567,201
revenues
                                                                 
Segment revenue % of    81.1%             3.7%           15.2%       100.0%
total revenue
Segment operating       $37,195           $1,542         $14,782     $53,519
income*
Depreciationand        7,750             328            2,392       10,470
amortization
Other income           (1,346)           --           (23)        (1,369)
Operating income        $30,791           $1,214         $12,413     $44,418
                                                                 
(x) Operating income in the Chemical Logistics segment during the nine-month
period ended September 30, 2012 includes $6.3 million of costs associated with
the independent affiliate conversion, acquisition and severance costs and
legal and claims settlement expenses.
(y) Operating income in the Energy Logistics segment during the nine-month
period ended September 30, 2012 includes $1.8 million of costs associated with
the independent affiliate conversion.
                                                                 
* Segment operating income reported in the business segment tables above
excludes amounts such as depreciation and amortization, gains and losses on
disposal of property and equipment and restructuring costs.
** Most corporate and shared services overhead costs, including acquisition
costs, are included in the Chemical Logistics segment.

   RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME, EBITDA AND ADJUSTED
 EBITDA AND RECONCILIATION OF NET INCOME PER SHARE TO ADJUSTED NET INCOME PER
                                    SHARE

    For the Three Months and Nine Months Ended September 30, 2012 and 2011

                                  (In 000's)

                                  Unaudited

Adjusted Net Income and Adjusted Net Income per Share, EBITDA and Adjusted
EBITDA are not measures of financial performance or liquidity under United
States Generally Accepted Accounting Principles ("GAAP"). Adjusted Net Income
and Adjusted Net Income per Share, EBITDA and Adjusted EBITDA are presented
herein because they are important metrics used by management to evaluate and
understand the performance of the ongoing operations of Quality's business.
For Adjusted Net Income, management uses a 39% tax rate for calculating the
provision for income taxes to normalize Quality's tax rate to that of
competitors, and to compare Quality's reporting periods with different
effective tax rates. In addition, in arriving at Adjusted Net Income and
Adjusted Net Income per Share, the Company adjusts for significant items that
are not part of regular operating activities. These adjustments include
acquisition costs, severance and lease termination costs, unusual legal and
claims settlements, independent affiliate conversion costs, restructuring
credits and the write-off of debt issuance costs.

EBITDA is a component of the measure used by Quality's management to
facilitate internal comparisons to competitors' results and the bulk
transportation, chemical and energy logistics and intermodal industries in
general. We believe that financial information based on GAAP for businesses,
such as Quality's, should be supplemented by EBITDA so investors better
understand the financial information in connection with their evaluation of
the Company's business. This measure addresses variations among companies with
respect to capital structures and cost of capital (which affect interest
expense) and differences in taxation and book depreciation of facilities and
equipment (which affect relative depreciation expense), including significant
differences in the depreciable lives of similar assets among various
companies. Accordingly, EBITDA allows analysts, investors and other interested
parties in the bulk transportation, logistics and intermodal industries to
facilitate company-to-company comparisons by eliminating some of the foregoing
variations. EBITDA as used herein may not, however, be directly comparable to
similarly titled measures reported by other companies due to differences in
accounting policies and items excluded or included in the adjustments, which
limits its usefulness as a comparative measure. To calculate EBITDA, Net
Income is adjusted for provision for (benefit from) income tax, depreciation
and amortization and net interest expense. To calculate Adjusted EBITDA, we
calculate EBITDA from Net Income, which is then further adjusted for items
that are not part of regular operating activities, including acquisition
costs, severance and lease termination costs, unusual legal and claims
settlements, independent affiliate conversion costs, restructuring credits and
the write-off of debt issuance costs, and other non-cash items such as
non-cash stock-based compensation. Adjusted Net Income and Adjusted Net Income
per Share, EBITDA and Adjusted EBITDA should not be considered in isolation or
as a substitute for the consolidated statements of operations prepared in
accordance with GAAP, or as an indication of Quality's operating performance
or liquidity.

                                                                  
                                       Three months ended Nine months ended
                                        September 30,      September 30,
Net Income Reconciliation:              2012      2011      2012      2011
                                                                  
Net income                              $8,863    $6,187    $44,367   $17,955
                                                                  
Net income per common share:                                       
Basic                                  $0.32     $0.26     $1.69     $0.78
Diluted                                $0.32     $0.25     $1.64     $0.74
                                                                  
Weighted average number of shares:                                
Basic                                  27,368    23,372    26,243    22,942
Diluted                                28,089    24,643    27,057    24,255
                                                                  
Reconciliation:                                                    
                                                                  
Net income                              $8,863    $6,187    $44,367   $17,955
                                                                  
Adjustments to net income:                                         
(Benefit from) provision for income    (4,613)   468       (26,632)  1,248
taxes
Acquisition costs                      398       --        3,370     --
Severance and lease termination costs  125       --        1,059     --
Legal and claims settlements           --        --        762       --
Affiliate conversion costs             3,031     --        3,031     --
Write-off of debt issuance costs       --        1,395     --        3,181
Restructuring credit                   --        --        --        (521)
Adjusted income before income taxes     7,804     8,050     25,957    21,863
Provision for income taxes at 39%     3,044     3,140     10,123    8,527
Adjusted net income                   $4,760    $4,910    $15,834   $13,336
                                                                  
Adjusted net income per common share:                             
Basic                                  $0.17     $0.21     $0.60     $0.58
Diluted                                $0.17     $0.20     $0.59     $0.55
Weighted average number of shares:                                
Basic                                  27,368    23,372    26,243    22,942
Diluted                                28,089    24,643    27,057    24,255
                                                                  
                                       Three months ended Nine months ended
                                        September 30,      September 30,
EBITDA and Adjusted EBITDA:            2012      2011      2012      2011
                                                                  
Net income                              $8,863    $6,187    $44,367   $17,955
                                                                  
Adjustments to net income:                                         
(Benefit from) provision for income    (4,613)   468       (26,632)  1,248
taxes
Depreciation and amortization          6,039     3,600     14,452    10,470
Interest expense, net                  7,479     6,979     21,440    21,784
EBITDA                                 17,768    17,234    53,627    51,457
                                                                  
Acquisition costs                      398       --        3,370     --
Severance and lease termination costs  125       --        1,003     --
Legal and claims settlements           --        --        762       --
Affiliate conversion costs             3,031     --        3,031     --
Write-off of debt issuance costs       --        1,395     --        3,181
Restructuring credit                  --        --        --        (521)
Non-cash stock-based compensation      856       747       2,374     2,205
                                                                  
Adjusted EBITDA                        $22,178   $19,376   $64,167   $56,322

CONTACT: Joseph J. Troy
         Executive Vice President and Chief Financial Officer
         800-282-2031 ext. 7195

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