Quality Distribution, Inc. Announces First Quarter 2013 Results

Quality Distribution, Inc. Announces First Quarter 2013 Results

       -- Quality Generates First Quarter Revenues of $229.4 Million --

          -- Company Earns Net Income of $0.34 per Diluted Share --

         -- Q1 2013 Adjusted Net Income of $0.14 per Diluted Share --

      -- First Quarter Adjusted EBITDA Up 13.1% vs. Prior-Year Period --

-- Quality Announces Affiliation Plan for Marcellus and Utica Shale Operations
                                      --

TAMPA, Fla., May 1, 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 $9.1 million, or $0.34 per diluted share, for the first quarter
ended March 31, 2013, compared to net income of $6.7 million, or $0.26 per
diluted share, in the first quarter ended March 31, 2012.

Adjusted net income for the first quarter of 2013 was $3.9 million, or $0.14
per diluted share, compared to adjusted net income of $4.6 million, or $0.18
per diluted share, for the same quarter in 2012. Both periods are calculated
by excluding items not considered part of regular operating activities.
Results for 2012 were adjusted by applying a normalized tax rate of 39.0%;
2013 adjusted net income for the quarter reflects the Company's actual
effective tax rate of 38.6% rather than using a normalized tax rate as it has
in prior periods. This reflects the Company's expectation of a more stable
effective tax rate in 2013 and going forward. For consistency purposes, the
Company intends to present prior period adjusted results using normalized tax
rates as originally reported.

Adjusted net income included the following pre-tax items which the Company
does not consider to be part of its regular operating activities: for the
first quarter of 2013, severance of $0.6 million, affiliate conversion costs
of $0.3 million, a net gain on the disposition of property of $2.6 million and
an acquisition earnout benefit of $6.8 million; for the first quarter of 2012,
acquisition expenses of $0.4 million. A reconciliation of net income to
adjusted net income for both periods is included in the attached financial
exhibits.

"Our first quarter results were in line with the expectations we shared during
our fourth quarter conference call," stated Gary Enzor, Chief Executive
Officer. "As we anticipated, our Chemical Logistics and Intermodal businesses
posted results that were sequentially better than the fourth quarter,
reflecting solid trends in both businesses. While our Energy Logistics
business generated slightly better revenues than we expected, its margins were
pressured due to adverse product mix issues, as well as excess idle asset
costs and equipment repositioning expenses. We are aggressively addressing
each of these issues while we further develop and implement our actions plans
to improve Energy's results. Our leadership team remains optimistic about 2013
as we intensely focus on improving overall operating results, controlling our
capital spending and delivering on our goal to generate strong earnings and
returns for our shareholders."

First Quarter 2013 Consolidated Results

Total revenue for the first quarter of 2013 was $229.4 million, an increase of
19.5% versus the same quarter last year. Excluding fuel surcharges, revenue
for the first quarter of 2013 increased $36.3 million, or 22.5%, compared to
the prior-year period. This revenue improvement was driven by a $29.9 million
increase from the Energy Logistics business resulting primarily from the three
acquisitions completed in 2012, plus $2.4 million and $4.0 million of organic
growth from the Intermodal and Chemical Logistics businesses, respectively.

Operating income for the first quarter of 2013 was $15.4 million, an increase
of $1.6 million versus the prior-year period, resulting primarily from the
aforementioned gain realized on the property dispositions. Adjusting for this
gain and the severance and affiliate conversion costs noted above, first
quarter 2013 operating income would have been $13.7 million, a decrease of
$0.5 million versus the prior-year first quarter. Operating margins (on an
adjusted basis) declined primarily as a result of higher equipment lease
expense, increased insurance costs, incremental depreciation and amortization
expenses from the Company's 2012 acquisitions, and lower asset utilization
within the Energy Logistics segment.

Adjusted EBITDA for the first quarter of 2013 was $21.4 million, up 13.1%
compared to the first quarter of 2012, driven primarily by the Energy
Logistics acquisitions consummated in 2012 and strong improvement in the
Intermodal business. A reconciliation of net income to adjusted EBITDA for
both periods is included in the attached financial exhibits.

First Quarter 2013 Segment Results

Chemical Logistics

Revenues in the Chemical Logistics segment were $152.7 million in the first
quarter of 2013, which were up 3.3% versus the first quarter of 2012.
Excluding fuel surcharges, revenues increased $3.9 million, or 3.2%, primarily
due to higher pricing and solid volumes. Chemical Logistics shipment demand
continues to be strong; however adverse weather conditions late in the
quarter, mostly in the Midwestern region of the U.S., limited the improvement
in revenues. Driver counts at quarter end were up 2% versus last year due to a
continued aggressive focus on recruiting and retention.

Operating income in the Chemical Logistics segment was $9.8 million, up $1.1
million versus the comparable prior-year period, primarily due to the $2.6
million gain on property dispositions, partially offset by $0.6 million of
severance costs and $0.3 million of affiliate conversion costs. After
adjusting for these items, operating income was down $1.0 million, as better
pricing and volumes were offset by higher equipment lease expense, incremental
depreciation expenses from the affiliate asset acquisition in the fourth
quarter of 2012, and increased insurance costs. On a sequential basis,
Chemical Logistics segment operating income and margins increased $3.7 million
and 220 basis points, respectively, due to higher volumes, lower
administrative spending and improved margins at Company-owned terminals.

Energy Logistics

Revenues in the Energy Logistics segment during the first quarter were $41.1
million, up $30.2 million versus the prior-year period, primarily due to the
three acquisitions completed in 2012. Sequentially, revenues rose $1.9
million, or 4.9%, versus the fourth quarter of 2012, principally due to solid
organic growth from affiliate and company operations in both the Eagle Ford
and Woodford shales. These improvements were partially offset by lower
revenues within the Bakken and Marcellus shales. Slower customer drilling
activity in the Bakken region led to a decline in fresh and disposal water
transportation revenues, partially offset by a pickup in oil hauling volumes.
The decline in Marcellus revenue was driven by reduced drilling activity due
to continued lower natural gas prices.

The Energy Logistics segment reported an operating loss of $0.5 million in the
first quarter of 2013, compared with operating income of $0.8 million in the
prior-year period. The decrease was primarily due to $2.8 million of higher
depreciation and amortization expenses, $1.8 million of reduced profitability
within the Marcellus region, $0.2 million of loss on sale of assets and $0.1
million of equipment repositioning costs designed to improve future
productivity. These impacts were partially offset by income associated with
the 2012 acquisitions and continued growth in affiliate profitability within
the Eagle Ford and Woodford shales. Energy Logistics adjusted EBITDA for the
first quarter was $2.5 million, up $1.4 million versus the prior-year period.

Intermodal

First quarter revenues in the Intermodal segment were $35.6 million, up $2.5
million or 7.6% versus the prior-year period. Excluding fuel surcharges,
revenues increased $2.4 million, or 8.5%, primarily due to strong storage,
rental and service revenue. Demand for ISO container shipments continues to be
favorable, which has led to increases in trucking volumes and a stable to
upward environment for pricing.

Operating income in the Intermodal segment was $6.1 million, up 42.2% versus
the prior-year period, driving operating margins to expand over 400 basis
points. This strong improvement stemmed primarily from increased storage and
service revenues, which carry high margins, enhanced cost controls, as well as
improved profitability in Boasso's Northeast region.

Summary

"I am pleased with the solid results posted by our Chemical Logistics and
Intermodal businesses on both the revenue and operating profitability fronts,"
said Gary Enzor, Chief Executive Officer. "As we discussed during our fourth
quarter call, earnings in our Energy Logistics business were pressured during
the first quarter, partially due to seasonal declines in our Bakken region, as
well as elevated costs associated with selling and repositioning assets. With
our announced affiliation of Marcellus, an expected increase in drilling
activity within the Bakken shale, and volume and cost improvement plans in our
other shale regions, we believe our Energy Logistics business is positioned to
rebound in the coming quarters."

Recent Events

Today, the Company announced its plan to affiliate its Energy Logistics
trucking operations in the Marcellus and Utica regions. Three current
company-operated terminals will be converted to affiliated operations. QC
Energy Resources will continue to manage its brokerage command center. The
affiliation is a new relationship with an independent operator who is based in
the Williamsport, Pennsylvania area and operates an existing and successful
oilfield services company. In conjunction with this effort, the new
independent affiliate has purchased and leased certain transportation
equipment from the Company to ensure sufficient capacity for the combined
customer base and execute a smooth transition of the business. The Company
expects to incur certain cash and non-cash costs associated with this
affiliation in its second quarter.

As previously announced, the Company initiated a program during the fourth
quarter of 2012 to repurchase up to $15.0 million of its common stock. During
the first quarter of 2013, the Company repurchased approximately 0.5 million
shares for approximately $3.4 million. Approximately $7.9 million is remaining
under the share repurchase program at March 31, 2013.

Balance Sheet and Cash Flow

Borrowing availability under the Company's ABL Facility was $64.6 million at
March 31, 2013. This represents an increase of $9.4 million versus December
31, 2012. Strong operating cash flows and the continued aggressive disposal of
idle or sub-optimal assets resulted in reduced borrowings under the Company's
ABL Facility.

Operating cash flows for the quarter ended March 31, 2013 were $8.6 million,
compared with $1.7 million for the prior-year period.The increase was
primarily due to higher free cash from operations. Proceeds from equipment and
property sales exceeded capital expenditures for the quarter ended March 31,
2013 by $1.4 million.In the comparable prior-year period, capital
expenditures, net of proceeds from equipment and property sales, were $10.8
million.

"Similar to our fourth quarter of 2012, we have diligently controlled our
capital spending and reduced our operating asset base by disposing of idle or
under-utilized equipment," said Joe Troy, Chief Financial Officer.
"Dispositions this quarter also included a large facility sale to a
third-party, as well as significant new and used trailer sales to certain of
our independent affiliates. The combination of these actions allowed us to
achieve negative net capital expenditures for the first quarter, consistent
with our previous publicly stated goals."

Mr. Troy continued, "Asset utilization remains a top priority across all of
our businesses, and we are starting to see tangible progress. Today's
announced affiliation of our Marcellus and Utica businesses will allow us to
further accelerate our asset rationalization plan within our Energy Logistics
segment, and aid in the repositioning of assets into areas with the greatest
growth potential. We generated strong free cash flow this quarter, which we
used to enhance our liquidity position, reduce debt and repurchase our
shares."

Quality will host a conference call for investors to discuss these results on
Thursday, May 2, 2013 at 10:00 a.m. Eastern Time. The toll free dial‑in number
is 800-218-2154; the toll number is 913-312-0640; the passcode is 1597197. A
replay of the call will be available through June 2, 2013, by dialing
888-203-1112; passcode: 1597197.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.

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 anduse 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, 2012 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
                                            March 31,
                                           2013      2012
                                                    
OPERATING REVENUES:                                  
Transportation                             $ 163,994 $ 133,206
Service revenue                            33,454    27,985
Fuel surcharge                             31,974    30,724
Total operating revenues                   229,422   191,915
OPERATING EXPENSES:                                  
Purchased transportation                   142,872   131,877
Compensation                               26,470    16,631
Fuel, supplies and maintenance             27,018    14,466
Depreciation and amortization              6,693     3,791
Selling and administrative                 7,479     6,510
Insurance costs                            4,497     3,219
Taxes and licenses                         943       748
Communications and utilities               1,095     837
Gain on disposal of property and equipment (3,089)   (2)
Total operating expenses                   213,978   178,077
                                                    
Operating income                           15,444    13,838
                                                    
Interest expense                          7,723     7,189
Interest income                           (211)     (179)
Other income                              (6,972)   (236)
Income before income taxes                14,904    7,064
Provision for income taxes                5,760     364
Net income                                 $ 9,144   $ 6,700
                                                    
PER SHARE DATA:                                      
Net income per common share                         
Basic                                     $ 0.34    $ 0.27
Diluted                                   $ 0.34   $ 0.26
                                                    
Weighted average number of shares                    
Basic                                     26,625    24,546
Diluted                                   27,134    25,413


QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In 000's)
Unaudited
                                                                
                                                       March 31, December 31,
                                                        2013      2012
                                                                
ASSETS                                                           
Current assets:                                                  
Cash and cash equivalents                              $ 1,201   $ 2,704
Accounts receivable, net                               124,502   113,906
Prepaid expenses                                       15,672    14,651
Deferred tax asset, net                                19,017    16,609
Other current assets                                   8,496     9,694
Total current assets                                   168,888   157,564
                                                       184,238   190,342
Property and equipment, net                                     
Goodwill                                               104,294   104,294
Intangibles, net                                       36,592    37,654
Non-current deferred tax asset, net                    3,975     11,713
Other assets                                           12,533    12,036
Total assets                                           $ 510,520 $ 513,603
                                                                
LIABILITIES AND SHAREHOLDERS' DEFICIT                           
Current liabilities:                                             
Current maturities of indebtedness                     $ 3,035   $ 3,918
Current maturities of capital lease obligations        2,125     3,913
Accounts payable                                       13,911    9,966
Independent affiliates and independent owner-operators  16,545    14,243
payable
Accrued expenses                                       34,765    37,889
Environmental liabilities                              2,829     2,739
Accrued loss and damage claims                         7,179     7,326
Total current liabilities                              80,389    79,994
Long-term indebtedness, less current maturities        400,681   408,850
Capital lease obligations, less current maturities     1,080     2,125
Environmental liabilities                              5,672     6,302
Accrued loss and damage claims                         9,459     9,494
Other non-current liabilities                          24,358    25,278
Total liabilities                                      521,639   532,043
                                                                
SHAREHOLDERS' DEFICIT                                            
Common stock                                           438,380   437,192
Treasury stock                                         (9,281)   (5,849)
Accumulated deficit                                    (219,323) (228,467)
Stock recapitalization                                 (189,589) (189,589)
Accumulated other comprehensive loss                   (31,331)  (31,752)
Stock purchase warrants                                25        25
Total shareholders' deficit                            (11,119)  (18,440)
Total liabilities and shareholders' deficit            $ 510,520 $ 513,603

                 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 2 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 March31, 2013            
                      Chemical          Energy
                       Logistics** (a)   Logistics   Intermodal   Total
Operating Revenues:                                              
Transportation         $ 109,068         $ 36,930     $ 17,996      $ 163,994
Service revenue       16,393            3,921        13,140        33,454
Fuel surcharge        27,262            233          4,479         31,974
                                                                
Total operating        $ 152,723         $ 41,084     $ 35,615      $ 229,422
revenues
                                                                
Segment revenue % of   66.6%             17.9%        15.5%         100.0%
total revenue
Segment operating      $ 9,414           $ 2,714      $ 6,920       $ 19,048
income*
Depreciationand       2,884             3,001        808           6,693
amortization
Other (income)         (3,309)           220          --            (3,089)
expense
Operating income       $ 9,839           $ (507)      $ 6,112       $ 15,444
(loss)
                                                                
                      Three Months Ended March31, 2012            
                      Chemical          Energy
                       Logistics ** (b)  Logistics    Intermodal    Total
Operating Revenues:                                              
Transportation        $ 105,647         $ 10,049     $ 17,510      $ 133,206
Service revenue       15,916            884          11,185        27,985
Fuel surcharge        26,314            1            4,409         30,724
                                                                
Total operating        $ 147,877         $ 10,934     $ 33,104      $ 191,915
revenues
                                                                
Segment revenue % of   77.1%             5.7%         17.2%         100.0%
total revenue
Segment operating      $ 11,432          $ 1,082      $ 5,113       $ 17,627
income*
Depreciationand       2,688             247          856           3,791
amortization
Other expense          18                22           (42)          (2)
(income)
Operating income       $ 8,726           $ 813        $ 4,299       $ 13,838
                                                                
(a) Operating income in the Chemical Logistics segment during the three-month
period ended March 31, 2013 includes $2.6 million of gains on property
dispositions, $0.3 million of affiliate conversion costs and $0.6 million of
severance costs.
(b)Operating income in the Chemical Logistics segment during the three-month
period ended March 31, 2012 includes $0.4 million of acquisition costs.

* 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 Ended March 31, 2013 and 2012
                                  (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 2012 Adjusted Net Income, management uses a 39.0% 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.For 2013 Adjusted Net Income, management uses its actual
effective tax rate of 38.6% for calculating the provision for income taxes
rather than using a normalized tax rate as it has in prior periods. This
reflects the Company's expectation of a more stable effective tax rate in 2013
and going forward. For consistency purposes, the Company intends to present
prior period adjusted results using normalized tax rates as originally
reported. 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 costs, affiliate conversion costs, earnout adjustments, and gains on
disposition of properties.

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 costs, affiliate conversion costs, earnout adjustments, and
gains on disposition of properties, 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
                                                            March 31,
                                                           2013      2012
Net income                                                  $ 9,144   $ 6,700
                                                                    
Net income per common share:                                         
Basic                                                       $ 0.34   $ 0.27
Diluted                                                     $ 0.34    $ 0.26
                                                                    
Weighted average number of shares:                                   
Basic                                                       26,625    24,546
Diluted                                                     27,134    25,413
                                                                    
Reconciliation:                                                      
                                                           $ 9,144   $ 6,700
Net income                                                           
                                                                    
Adjustments to net income:                                           
Provision for income taxes                                  5,760     364
Acquisition costs                                           --        409
Severance costs                                             586       --
Affiliate conversion costs                                  257       --
Gain on property dispositions                               (2,577)   --
Earnout adjustment                                          (6,800)   --
Adjusted income before income taxes                         6,370     7,473
Provision for income taxes at 38.6% and 39.0%,              2,459     2,914
respectively
Adjusted net income                                        $ 3,911   $ 4,559
                                                                    
Adjusted net income per common share:                                
Basic                                                       $ 0.15    $ 0.18
Diluted                                                     $ 0.14    $ 0.18
Weighted average number of shares:                                   
Basic                                                       26,625    24,546
Diluted                                                     27,134    25,413
                                                                    
EBITDA and Adjusted EBITDA:                                 Three months ended
                                                            March31,
                                                           2013      2012
Net income                                                  $ 9,144   $ 6,700
                                                                    
Adjustments to net income:                                           
Provision for income taxes                                 5,760     364
Depreciation and amortization                               6,693     3,791
Interest expense, net                                       7,512     7,010
EBITDA                                                      29,109    17,865
                                                                    
Acquisition costs                                           --        409
Severance costs                                             437       --
Affiliate conversion costs                                  257       --
Gain on property dispositions                               (2,577)   --
Earnout adjustment                                          (6,800)   --
Non-cash stock-based compensation                           1,007     673
                                                                    
Adjusted EBITDA                                             $ 21,433  $ 18,947

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

Quality Distribution, Inc. Logo
 
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