Quality Distribution, Inc. Announces Fourth Quarter and Full Year 2012 Results

Quality Distribution, Inc. Announces Fourth Quarter and Full Year 2012 Results

        -- Quality Reports Fourth Quarter Revenue of $215.4 Million --

-- Company Earns Fourth Quarter 2012 Net Income of $0.21 per Diluted Share --

         -- Q4 2012 Adjusted Net Income of $0.11 per Diluted Share –

     -- Fourth Quarter Adjusted EBITDA Up 13.4% vs. Prior-Year Period --

TAMPA, Fla., Feb. 20, 2013 (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 $5.7 million, or $0.21 per diluted share, for the fourth quarter
ended December 31, 2012, compared to net income of $5.5 million, or $0.22 per
diluted share, in the fourth quarter ended December 31, 2011. Net income for
the year ended December 31, 2012 was $50.1 million, or $1.84 per diluted share
compared to net income of $23.4 million, or $0.96 per diluted share, for 2011.

Adjusted net income for the fourth quarter of 2012 was $3.0 million, or $0.11
per diluted share, compared to adjusted net income of $3.8 million, or $0.15
per diluted share, for the same quarter in 2011. Both periods are calculated
by applying a normalized tax rate of 39% and excluding items not considered
part of regular operating activities.

Adjusted net income for the fourth quarter of 2012 included the following
pre-tax items which the Company does not consider to be part of its regular
operating activities: costs associated with the previously disclosed
termination and conversion of an independent affiliate relationship of $1.3
million, residual acquisition expenses of $0.6 million, the effects of
Hurricane Sandy of $0.7 million, and net acquisition earnout benefit of ($2.6)
million. A reconciliation of net income to adjusted net income for both
periods is included in the attached financial exhibits.

"Our preliminary fourth quarter results were in line with the expectations we
shared during our third quarter conference call," stated Gary Enzor, Chief
Executive Officer. "This past year was filled with transformative events such
as multiple Energy Logistics acquisitions and a difficult but necessary
affiliate transition, which pressured our organization on numerous fronts.
Looking forward, our leadership team is optimistic about 2013 as we focus
intensely on improving operating results, controlling our capital spending and
delivering on our goal to generate strong earnings and returns for our
shareholders."

Fourth Quarter 2012 Consolidated Results

Total revenue for the fourth quarter of 2012 was $215.4 million, an increase
of 20.5% versus the same quarter last year. Excluding fuel surcharges, revenue
for the fourth quarter of 2012 increased by $34.3 million, or 22.8% compared
to the prior-year period. This revenue improvement was driven by a $29.1
million increase from the Energy Logistics business resulting primarily from
the three acquisitions completed in 2012, $2.2 million of growth from
Intermodal, and a $3.0 million increase from the Chemical Logistics business.

Operating income for the fourth quarter of 2012 was $10.2 million, a decrease
of $3.0 million versus the prior-year period, resulting from the
aforementioned independent affiliate conversion, acquisition costs, and
effects of Hurricane Sandy. Adjusting for these items and associated costs
mentioned above, fourth quarter 2012 operating income would have been
approximately $12.9 million, a decrease of $0.4 million versus the prior-year
fourth quarter. Operating margins declined primarily as a result of higher
equipment lease expense, increased insurance costsand lower asset utilization
within the Energy and Chemical Logistics segments, as well as higher
depreciation and amortization expenses from the Company's recent acquisitions.

Adjusted EBITDA for the fourth quarter of 2012 was $20.3 million, up 13.4%
compared to the fourth quarter of 2011, driven primarily by income from Energy
Logistics acquisitions consummated in 2012 and increases in the Intermodal
business. A reconciliation of net income to adjusted EBITDA for both periods
is included in the attached financial exhibits.

Fourth Quarter 2012 Segment Results

Chemical Logistics

Revenues in the Chemical Logistics segment were $144.9 million in the fourth
quarter of 2012, which was up 3.2% versus the fourth quarter of 2011.
Excluding fuel surcharges, revenues increased $3.0 million, or 2.6%, primarily
due to higher pricing and solid volumes. In addition, the Company was
successful in retaining a significant portion of customer revenue from the
affiliate conversion. Driver counts were also up 2.2% year-over-year due to
focused recruiting and retention efforts.

Operating income in the Chemical Logistics segment was $6.1 million, down $2.8
million versus the comparable prior-year period, primarily due to
approximately $1.6 million of affiliate conversion and acquisition charges.
After adjusting for these items, operating income was down $1.2 million, as
better pricing and volumes were offset by $1.1 million of higher equipment
lease expense, $0.4 million of increased depreciation expenses from the
affiliate asset acquisition in the fourth quarter and lower asset utilization
primarily in the Northeast region of the U.S.

Intermodal

Revenues in the Intermodal segment were $31.4 million, up $2.8 million or 9.8%
versus the prior-year period. Excluding fuel surcharges, revenues increased
$2.2 million, or 8.6%, primarily due to continued strong demand for ISO
container shipments and increases in brokerage, storage and repair business.

Operating income in the Intermodal segment was $3.8 million, up $0.5 million
versus the prior-year period. The effects of Hurricane Sandy adversely
impacted the Newark, NJ terminal with significant downtime and equipment
damages, resulting in a $0.7 million loss of operating income. Excluding the
effects of the storm, operating income for the intermodal segment would have
improved by $1.2 million over the comparable prior-year period, primarily due
to stronger revenues and expense control.

Energy Logistics

Revenues in the Energy Logistics segment were $39.1 million, up $29.4 million
versus the prior-year period, as higher revenues from the three acquisitions
consummated in 2012 were partially offset by a 49% decline in revenues from
the Marcellus shale region. The decline in Marcellus revenue was driven
primarily by lower natural gas prices and the independent affiliate
conversion. Energy Logistics revenues in the fourth quarter were up 1.7% on a
sequential basis versus the third quarter of 2012, as organic growth from the
Company's Texas and Oklahoma shale businesses more than offset seasonal
declines within the Bakken and Marcellus regions.

Operating income in the Energy Logistics segment was $0.4 million, a decrease
of $0.7 million versus the prior-year period. Excluding $0.4 million of
affiliate conversion costs, year-over-year operating income declined $0.3
million, primarily due to $2.2 million of higher depreciation and amortization
expenses, $1.2 million of reduced profitability within the Marcellus region,
$0.6 million of expenses associated with new regional repair shop operations,
and $0.2 million of equipment repositioning costs designed to improve future
productivity. These impacts were partially offset by income associated with
the 2012 acquisitions and growing affiliate operations in Texas and Oklahoma.
Energy Logistics adjusted EBITDA for the fourth quarter was $3.4 million, up
$1.9 million versus the prior-year period.

Summary

"Our Chemical and Intermodal businesses delivered solid fourth quarter
results, and this trend has continued thus far into 2013," said Gary Enzor,
Chief Executive Officer. "Although our Energy Logistics business had a
difficult quarter from an earnings perspective, our team held top line
revenues versus the third quarter and is committed to improving operating
profitability and optimizing the fleet across our footprint."

Full Year 2012 Consolidated Results

Total revenue for the year ended December 31, 2012 was $842.1 million, an
increase of 12.9% versus the same period last year. Excluding fuel surcharges,
revenue increased 14.3% for the full year compared to the prior year primarily
driven by the acquired Energy Logistics businesses.

Operating income for the year ended December 31, 2012 was $49.1 million, and
included $10.9 million of expenses related to the following: costs associated
with the termination of an independent affiliate relationship ($4.4 million),
acquisition expenses ($4.0 million), the effects of Hurricane Sandy ($0.7
million), severance and lease termination charges ($1.0 million) and other
legal settlements ($0.8 million). Operating income for the year ended December
31, 2011 was $57.7 million, and included a restructuring credit of $0.5
million. After adjusting for these items, operating income for the year ended
December 31, 2012 would have been $60.0 million, an increase of $2.8 million,
or 4.9% from operating income for the year ended December 31, 2011 of $57.2
million.

Adjusted net income for the year ended December 31, 2012 was $18.9 million, or
$0.69 per diluted share, up 10.4% versus the prior year, and adjusted EBITDA
for the year ended December 31, 2012 was $84.5 million, up $10.2 million, or
13.8% compared to the prior year. A reconciliation of net income to adjusted
net income and adjusted EBITDA for both years is included in the attached
financial exhibits.

Recent Transactions

As previously announced, the Company initiated a program during the fourth
quarter of 2012 to repurchase up to $15 million of its common stock. During
the fourth quarter of 2012, the Company repurchased 0.6 million shares for
approximately $3.7 million. From January 1, 2013 through February 20, 2013,
the Company repurchased an additional 0.5 million shares for approximately
$3.2 million.

As disclosed in the Company's third quarter earnings release, 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. On October 17, 2012
Quality acquired certain operating assets from this independent affiliate for
approximately $17.1 million in cash. The Company does not expect to incur any
significant future expense related to this transition.

Balance Sheet and Cash Flow

Borrowing availability under the Company's ABL Facility was $55.2 million at
December 31, 2012. This represents a decrease of $27.1 million versus December
31, 2011 as availability was utilized to help fund the three acquisitions
consummated in 2012. During the fourth quarter of 2012, the Company
aggressively disposed of idle assets generating $6.0 million to reduce
outstanding ABL Facility borrowings.The Company expects to have sufficient
borrowing availability under its ABL Facility to support its operating
requirements in 2013.

Operating cash flow for the year ended December 31, 2012 was $17.0 million,
compared with $35.4 million for the prior-year period.The decline was
primarily due to the expected increase in working capital requirements from
the newly acquired Energy Logistics businesses.Net capital expenditures for
the year ended December 31, 2012 were $18.8 million, down $3.0 million from
the prior year.

"During the quarter, we successfully contained capital and other spending,
allowing us to utilize proceeds from asset sales and free cash flow to
repurchase shares under our repurchase program," said Joe Troy, Chief
Financial Officer. "We will continue our strong focus on improving our
operations, controlling capital and other expenditures, and utilizing our free
cash flow to increase shareholder value."

Mr. Troy continued, "In 2013 we will place enhanced emphasis 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
Thursday, February 21, 2013 at 10:00 a.m. Eastern Time. The toll free dial‑in
number is 888-278-8459; the toll number is 913-312-1466; the passcode is
1356467. A replay of the call will be available through March 23, 2013, by
dialing 888-203-1112; passcode: 1356467.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, 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, capital and labor 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
transportation services as well as 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, 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) our ability to access and use disposal wells and other disposal sites
and methods 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 Year ended
                                         December 31,      December 31,
                                        2012      2011     2012      2011
                                                                  
OPERATING REVENUES:                                                
Transportation                          $153,602  $122,728 $597,406  $517,780
Service revenue                         31,532    28,070   121,101   110,588
Fuel surcharge                          30,258    27,952   123,611   117,583
Total operating revenues                215,392   178,750  842,118   745,951
                                                                  
OPERATING EXPENSES:                                                
Purchased transportation                135,302   122,429  552,524   522,866
Compensation                            24,474    15,686   82,143    61,098
Fuel, supplies and maintenance          25,037    14,546   82,033    51,102
Depreciation and amortization           6,638     3,943    21,090    14,413
Selling and administrative              9,025     5,702    33,882    21,647
Insurance costs                         4,098     2,501    15,830    14,042
Taxes and licenses                      646       474      2,825     2,211
Communications and utilities            912      678     3,636    2,732
Gain on disposal of property and         (984)    (470)   (988)    (1,318)
equipment
Restructuring credit                    --      --     --      (521)
Total operating expenses                205,148   165,489  792,975   688,272
                                                                  
Operating income                        10,244   13,261  49,143   57,679
                                                                  
Interest expense                       8,047    7,279   30,089   29,497
Interest income                        (229)    (151)   (831)    (585)
Write-off of debt issuance costs       --      --     --      3,181
Other (income) expense                 (2,588)  (36)    (2,864)  214
Income before income taxes             5,014    6,169   22,749   25,372
(Benefit from) provision forincome     (695)    693     (27,327) 1,941
taxes
Net income                              $5,709    $5,476   $50,076   $23,431
                                                                  
PER SHARE DATA:                                                    
Net income per common share                                       
Basic                                  $0.21     $0.23    $1.89     $1.01
Diluted                                $0.21     $0.22    $1.84     $0.96
                                                                  
Weighted average number of shares                                  
Basic                                  27,269    23,519   26,502    23,088
Diluted                                27,766    24,667   27,207    24,352


QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In 000's)
Unaudited
                                                                
                                                    December 31, December 31,
                                                     2012         2011
                                                                
ASSETS                                                           
Current assets:                                                  
Cash and cash equivalents                           $2,704       $4,053
Accounts receivable, net                            113,906      90,567
Prepaid expenses                                    14,651       7,849
Deferred tax asset, net                             16,609       4,048
Other current assets                                9,694        3,858
Total current assets                               157,564      110,375
                                                                
Property and equipment, net                         190,342      125,892
Goodwill                                            104,294      31,344
Intangibles, net                                    37,654       18,471
Non-current deferred tax asset, net                 11,713       --
Other assets                                        12,036       16,313
Total assets                                       $513,603     $302,395
                                                                
                                                                
LIABILITIES AND SHAREHOLDERS' DEFICIT                           
Current liabilities:                                             
Current maturities of indebtedness                  $3,918       $4,139
Current maturities of capital lease obligations     3,913        5,261
Accounts payable                                    9,966        7,571
Independent affiliates and independent               14,243       9,795
owner-operators payable
Accrued expenses                                    37,889       25,327
Environmental liabilities                           2,739        3,878
Accrued loss and damage claims                      7,326        8,614
Total current liabilities                           79,994       64,585
                                                                
Long-term indebtedness, less current maturities    408,850      293,823
Capital lease obligations, less current maturities 2,125        3,840
Environmental liabilities                          6,302        6,222
Accrued loss and damage claims                     9,494        9,768
Other non-current liabilities                      25,278       30,342
Total liabilities                                   532,043      408,580
                                                                
                                                                
SHAREHOLDERS' DEFICIT                                            
Common stock                                        437,192     393,859
Treasury stock                                      (5,849)     (1,878)
Accumulated deficit                                 (228,467)   (278,543)
Stock recapitalization                              (189,589)   (189,589)
Accumulated other comprehensive loss                (31,752)    (31,381)
Stock purchase warrants                             25          1,347
Total shareholders' deficit                        (18,440)    (106,185)
Total liabilities and shareholders' deficit         $513,603     $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 25 independent affiliates, and equipment
    rental income;
  *Energy Logistics, which consists primarily of the transportation of fresh
    water, disposal water, and crude oil for the unconventional oil and gas
    frac shale energy markets, primarily through company-operated terminals
    and two independent affiliates; 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 December 31, 2012       
                      Chemical         Energy        Intermodal  Total
                       Logistics** (a)  Logistics (b)  (c)
Operating Revenues:                                             
Transportation         $ 101,722       $35,557        $16,323   $ 153,602
Service revenue        17,325          3,287         10,920     31,532
Fuel surcharge         25,823          301           4,134      30,258
                                                               
Total operating        $ 144,870       $39,145       $31,377   $ 215,392
revenues
                                                               
Segment revenue % of   67.3%           18.2%         14.5%      100.0%
total revenue
Segment operating      $8,115         $3,140        $4,643    $15,898
income*
Depreciationand       3,064           2,687          887       6,638
amortization
Other (income) expense (1,051)         67            --         (984)

Operating income       $6,102          $386          $3,756     $10,244
                                                               

                      Three Months Ended December 31, 2011       
                      Chemical         Energy         Intermodal  Total
                       Logistics **     Logistics
Operating Revenues:                                             
Transportation         $ 99,146        $9,099       $14,483   $ 122,728
Service revenue        16,847          623            10,600     28,070
Fuel surcharge         24,407          64          3,481      27,952
                                                               
Total operating        $ 140,400       $ 9,786       $28,564   $ 178,750
revenues
                                                               
Segment revenue % of   78.5%            5.5%           16.0%      100.0%
total revenue
Segment operating      $11,249        $1,539       $3,946    $16,734
income*
Depreciationand       2,668            457            818         3,943
amortization
Other income          (338)            --            (132)       (470)
Operating income       $8,919         $1,082       $3,260     $13,261

(a) Operating income in the Chemical Logistics segment during the three-month
period ended December 31, 2012 includes $1.6 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 December 31, 2012 includes $0.4 million of costs associated with
the independent affiliate conversion.
(c) Operating income in the Intermodal segment during the three-month period
ended December 31, 2012 includes $0.7 million of costs associated with the
effects of Hurricane Sandy.
                                                               

                         Year Ended December 31, 2012           
                          Chemical       Energy         Intermodal
                         Logistics **   Logistics (y)  (z)        Total
                          (x)
Operating Revenues:                                             
Transportation            $ 423,077     $105,679     $68,650  $ 597,406
Service revenue           67,632        8,461         45,008    121,101
Fuel surcharge            105,767       926           16,918    123,611
                                                               
Total operating revenues  $ 596,476     $ 115,066     $ 130,576 $ 842,118
                                                               
Segment revenue % of      70.8%          13.7%          15.5%     100.0%
total revenue
Segment operating income* $37,809      $12,177      $19,259  $69,245
Depreciationand          11,293         6,310          3,487      21,090
amortization
Other (income) expense    (1,327)        391           (52)       (988)
Operating income          $27,843      $5,476       $15,824   $49,143
                                                          
                         Year Ended December 31, 2011            
                         Chemical       Energy         Intermodal Total
                          Logistics **   Logistics
Operating Revenues:                                             
Transportation            $ 429,769     $29,432      $58,579  $ 517,780
Service revenue           67,414        1,006         42,168    110,588
Fuel surcharge            103,487       64            14,032    117,583
                                                               
Total operating revenues  $ 600,670     $ 30,502      $114,779 $ 745,951
                                                               
Segment revenue % of      80.5%          4.1%           15.4%     100.0%
total revenue
Segment operating income* $48,444      $3,081       $18,728  $70,253
Depreciationand          10,418         785            3,210      14,413
amortization
Other income             (1,684)        --            (155)      (1,839)
Operating income          $39,710      $2,296       $15,673   $57,679
                                                           
(x) Operating income in the Chemical Logistics segment during the year ended
December 31, 2012 includes $7.9 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 year ended
December 31, 2012 includes $2.3 million of costs associated with the
independent affiliate conversion.
(z) Operating income in the Intermodal segment during the year ended December
31, 2012 includes $0.7 million of costs associated with the effects of
Hurricane Sandy.

* Segment operating income reported in the business segment tables above
excludes amounts such as depreciation and amortization and gains and losses on
disposal of property and equipment.
** 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 the Years Ended December 31, 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, Hurricane Sandy
effects, earnout adjustments, 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, Hurricane Sandy effects,
earnout adjustments, 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.


NetIncome Reconciliation:              Three months ended Year ended
                                         December 31,       December 31,
                                        2012       2011     2012      2011
Net income                               $5,709     $5,476   $50,076   $23,431
                                                                   
Net income per common share:                                        
Basic                                   $0.21      $0.23    $1.89     $1.01
Diluted                                 $0.21      $0.22    $1.84     $0.96
                                                                   
Weighted average number of shares:                                 
Basic                                   27,269     23,519   26,502    23,088
Diluted                                 27,766     24,667   27,207    24,352
                                                                   
Reconciliation:                                                     
                                                                   
Net income                               $5,709     $5,476   $50,076   $23,431
                                                                   
Adjustments to net income:                                          
(Benefit from) provision for income     (695)     693     (27,327) 1,941
taxes
Acquisition costs                       586       --     3,956    --
Severance and lease termination costs   25        --     1,084    --
Legal and claims settlements            --       --     762      --
Affiliate conversion costs              1,348     --     4,379    --
Hurricane Sandy effects                 660       --     660      --
Earnout adjustments                     (2,651)   --      (2,651)  --
Write-off of debt issuance costs        --       --      --      3,181
Restructuring credit                    --       --     --      (521)
Adjusted income before income taxes      4,982     6,169   30,939   28,032
Provision for income taxes at 39%      1,943     2,406   12,066   10,932
Adjusted net income                    $3,039     $3,763   $18,873   $17,100
                                                                   
Adjusted net income per common share:                              
Basic                                   $0.11      $0.16    $0.71     $0.74
Diluted                                 $0.11      $0.15    $0.69     $0.70
Weighted average number of shares:                                 
Basic                                   27,269     23,519   26,502    23,088
Diluted                                 27,766     24,667   27,207    24,352

                                                           
EBITDA and Adjusted EBITDA:              Three months ended Yearended
                                          December 31,      December 31,
                                         2012      2011     2012      2011
Net income                                $5,709    $5,476   $50,076   $23,431
                                                                   
Adjustments to net income:                                          
(Benefit from) provision for income      (695)    693     (27,327) 1,941
taxes
Depreciation and amortization            6,638    3,943   21,090   14,413
Interest expense, net                    7,818    7,128   29,258   28,912
EBITDA                                   19,470   17,240  73,097   68,697
                                                                   
Acquisition costs                        586      --     3,956    --
Severance and lease termination costs    25       --     1,028    --
Legal and claims settlements             --      --     762      --
Affiliate conversion costs               1,348    --     4,379    --
Hurricane Sandy effects                  660      --     660      --
Earnout adjustments                      (2,651)  ----   (2,651)  --
Write-off of debt issuance costs         --      --     --      3,181
Restructuring credit                    --      --     --      (521)
Non-cash stock-based compensation        864      669     3,238    2,874
                                                                   
Adjusted EBITDA                          $20,302   $17,909  $84,469   $74,231

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

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