Quality Distribution, Inc. Announces Third Quarter 2013 Results

Quality Distribution, Inc. Announces Third Quarter 2013 Results

         -- Company Reports Net Income of $0.10 per Diluted Share --

    -- Quality Generates Adjusted Net Income of $0.20 per Diluted Share –

 -- Organic Growth Drives Third Quarter Consolidated Revenue Up 6.1% vs Prior
                                   Year --

  -- Quality Reduces $17.6 million of Debt in Q3 Using Significant Free Cash
                                   Flow --

TAMPA, Fla., Nov. 5, 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 $2.8 million, or $0.10 per diluted share, for the third quarter
ended September 30, 2013, compared to net income of $8.9 million, or $0.32 per
diluted share, in the third quarter ended September 30, 2012.

Adjusted net income for the third quarter of 2013 was $5.4 million, or $0.20
per diluted share, compared to adjusted net income of $4.8 million, or $0.17
per diluted share, for the same quarter in 2012. Adjusted results are
calculated by excluding the following pre-tax items not considered part of
regular operating activities: For the third quarter of 2013, $1.2 million of
costs associated with the partial redemption of the 9.875% Second-Priority
Senior Notes , equity offering costs of $0.5 million, and reorganization costs
of $3.8 million related to the Energy Logistics business; for the third
quarter of 2012, expense adjustments totaling $3.5 million primarily due to an
independent affiliate conversion in the Chemical Logistics business. A
reconciliation of net income to adjusted net income for both periods is
included in the attached financial exhibits.

The Company paid down $17.6 million of debt during the third quarter,
utilizing near-record levels of free cash flow, plus asset sale proceeds. On a
year-to-date basis, Quality paid down $29.8 million of indebtedness, which is
consistent with its objectives of reducing leverage and lowering the Company's
cost of debt capital.

"Our overall results were in line with our expectations, especially with
respect to our free cash flow generation, which tends to be seasonally strong
in the third quarter," stated Gary Enzor, Chairman and Chief Executive
Officer. "On the operating front, we continue to see solid demand in our
Chemical Logistics business and strong results from our Intermodal operation.
The reorganization of our Energy Logistics business is progressing as we shed
under-utilized assets and implement plans to further affiliate
company-operated locations, which supports our goal of moving this segment
toward our proven asset-light business model."

Third Quarter 2013 Consolidated Results

Total revenue for the third quarter of 2013 was $235.7 million, an increase of
6.1% versus the same quarter last year. Excluding fuel surcharges, revenue for
the third quarter of 2013 increased $12.4 million, or 6.5%, compared to the
prior-year period. This revenue improvement was driven by organic growth in
each segment.

Operating income for the third quarter of 2013 and 2012 was $11.6 million in
both periods. Increases in the Chemical and Intermodal segments for the 2013
period were offset by a decline within the Energy segment. Adjusting for the
energy reorganization costs mentioned above, third quarter 2013 operating
income would have been $15.4 million, an increase of $0.2 million versus the
prior-year third quarter on an adjusted basis. Adjusting for the same items,
operating margins increased in the Chemical and Intermodal segments, offset by
margin contraction in the Energy segment, which primarily resulted from lower
revenues and profitability in the Bakken shale region.

Adjusted EBITDA for the third quarter of 2013 was $22.4 million, up 1.1%
compared to the third quarter of 2012, driven primarily by growth in the
Chemical and Intermodal businesses, offset in part by a decline in the Energy
business. A reconciliation of net income to adjusted EBITDA for both periods
is included in the attached financial exhibits.

Third Quarter 2013 Segment Results

Chemical Logistics

Revenues in the Chemical Logistics segment were $157.3 million in the third
quarter of 2013, which were up 3.9% versus the third quarter of 2012.
Excluding fuel surcharges, revenues increased 4.0%, primarily due to increased
pricing and higher volumes.Chemical Logistics shipment demand continues to be
strong.Driver counts at quarter end were up approximately 1.8% versus last
year due to a continued aggressive focus on recruiting and retention.

Operating income in the Chemical Logistics segment was $8.7 million, up $1.8
million versus the comparable prior-year period. After adjusting for $1.7
million of independent affiliate conversion, acquisition and severance charges
in 2012, operating income was up $0.2 million.Better pricing and higher
volumes, as well as gains on certain asset sales, were partially offset by
lower profit margins on terminals the Company acquired during the independent
affiliate conversion during the third quarter of last year, higher equipment
lease expense, and incremental depreciation expense from the independent
affiliate asset acquisition in the fourth quarter of 2012.

Energy Logistics

Revenues in the Energy Logistics segment during the third quarter were $43.1
million, up $4.6 million versus the prior-year period, primarily due to
organic growth in the Eagle Ford shale.Sequentially, revenues were down $2.0
million, versus the second quarter of 2013, due to reduced asset utilization
in the Woodford shale region and softer than expected new drilling activity
within the Bakken shale.These declines were offset in part by increases in
the Eagle Ford and Marcellus shale areas.

The Energy Logistics segment reported an operating loss of $1.8 million in the
third quarter of 2013, compared with operating income of $1.4 million in the
prior-year period. The decrease was primarily due to the reorganization costs
of $3.8 million. After adjusting for these costs, operating income was $2.0
million, which was roughly flat on a sequential basis from the second quarter
of 2013.Segment results in the third quarter were adversely impacted by lower
than expected profitability in the Bakken shale region, as high margin fresh
water trucking revenues declined. Additionally, aggressive asset repositioning
costs and rationalization programs, especially in the Woodford shale region,
have continued to adversely impact this business.Energy Logistics adjusted
EBITDA for the third quarter of 2013 was $4.0 million, down $1.6 million
versus the prior-year period and down $1.0 million compared to the second
quarter of 2013.

Intermodal

Third quarter revenues in the Intermodal segment were $35.3 million, up $3.1
million or 9.8% versus the prior-year period. Excluding fuel surcharges,
revenues increased $2.5 million, or 8.8%, due to increases in trucking
revenue, as well as stronger storage, rental and service revenue. Demand for
ISO container shipments continues to be favorable, which has resulted in
increases in trucking volumes and related service activity.

Operating income in the Intermodal segment was $4.8 million, up 41.1% versus
the prior-year period.This improvement resulted from increases in storage and
service revenues, which carry higher margins, profitability increases in the
Northeast region, and the non-recurrence of steep equipment repair costs which
impacted the prior-year period. Sequential profitability declined as
anticipated due to reduced service related revenues.

Summary

Enzor said, "Our Chemical Logistics business showed many signs of stability
from a profitability standpoint as we rapidly move past the independent
affiliate conversion issues we encountered last year. The near-term and
long-term outlook for the Chemical Logistics business remains positive, and
our team is focused on capturing numerous opportunities for organic growth.
Intermodal continued their positive momentum this year with strong top and
bottom line year-over-year comparisons, and the outlook for this business is
also positive."

Enzor continued, "Our Energy Logistics business is a work-in-progress as our
management team addresses underperforming areas to improve results. The
Marcellus affiliation we implemented earlier this year has proven to be
positive for both Quality and our independent affiliate, and we are confident
the same will occur with the reorganization and planned affiliation of our
Oklahoma operation. Our Texas business continues to generate solid results,
and further improvements are expected as we expand our footprint into the
Permian basin.In North Dakota, as well as other liquid rich shales, our new
sales force is making definitive inroads to expand our oil hauling revenue
stream, and this initiative should help stabilize our operating results in
2014."

Recent Events

As previously announced, Energy Logistics' brokerage command center was closed
and services were transitioned to a new independent affiliate in the Marcellus
shale region in July 2013.The Company's overall Marcellus operation has
improved operating performance since the affiliation earlier this year, and
generated positive profit contribution for the Company in the third quarter.
The Company also recently transitioned its Utica shale operations in Ohio to
this same independent affiliate. In conjunction with the Company's
reorganization efforts within the Energy Logistics business, plans are
currently in place to transition the Woodford shale operations in Oklahoma to
an independent affiliate, which is expected to occur early in 2014.

Balance Sheet and Cash Flow

As previously announced, on July 15, 2013 Quality redeemed $22.5 million of
9.875% Second-Priority Senior Notes, primarily with proceeds from its $17.5
million term loan facility and borrowings under the Company's ABL
Facility.The redemption required the payment of a premium of $0.7 million and
resulted in a non-cash charge of $0.5 million to write-off debt issuance
costs. Excluding the premium, the transaction resulted in lower cash interest
costs during the third quarter.

Also as previously announced, on August 14, 2013 Quality completed a secondary
public offering of approximately 4.7 million shares of common stock owned by
certain funds affiliated with Apollo Global Management, LLC.Quality did not
receive any proceeds from the sale of these shares, but incurred $0.5 million
of costs it was obligated to pay related to the transaction.

Borrowing availability under the Company's ABL Facility was $82.4 million at
September 30, 2013, representing an increase of $10.2 million and $27.2
million versus June 30, 2013 and December 31, 2012, respectively.Strong
operating cash flows and the continued aggressive disposal of idle or
sub-optimal assets, as well as asset sales to certain Chemical Logistics
independent affiliates, resulted in reduced borrowings under the Company's ABL
Facility.

Operating cash flow for the quarter ended September 30, 2013 was $20.9
million, which was close to a record and nearly four times the prior-year
period level.The increase was primarily due to higher cash flow from
operations and seasonal contraction of working capital requirements. Capital
expenditures for the quarter ended September 30, 2013 were $3.4 million, which
were more than offset by $5.4 million of equipment sale proceeds. For the
nine months ended September 30, 2013, capital expenditures, net of proceeds
from asset sales, were $1.2 million compared with $20.0 million for the
comparable prior-year nine month period, representing a significant
year-over-year decrease in net capital expenditures.

"We made significant progress this quarter in our efforts to reduce capital
spending and dispose of idle or under-utilized equipment; based on this
controlled spending and our asset rationalization actions, we expect our net
capital expenditures for 2013 to be between $4.0 and $6.0 million, which is
below our original estimate of $10.0 to $15.0 million," said Joe Troy, Chief
Financial Officer. "Our intensive efforts around asset utilization, especially
within our Energy Logistics segment, have produced several opportunities to
reposition or divest non-core or sub-optimal assets. While many of these asset
sales resulted in non-cash operating losses, our business is better positioned
to optimize our assets and generate sustainable levels of profitability and
operating margins going forward." 

Mr. Troy continued, "Quality generated strong operating cash flow during the
third quarter, which we used to reduce debt and substantially improve our
liquidity position.Total outstanding debt has declined by nearly $30.0
million thus far in 2013, which is consistent with our stated goal of reducing
the Company's overall leverage position. As discussed above, we also improved
our interest expense levels by redeeming high cost bonds early in the quarter
with proceeds from lower cost indebtedness. We remain focused on our debt
reduction program and aggressively managing our businesses to enhance value
for our shareholders."

Quality will host a conference call for equity analysts and investors to
discuss these results on Wednesday, November 6, 2013 at 10:00 a.m. Eastern
Time. The toll free dial‑in number is 888-240-9284; the toll number is
913-981-5559; the passcode is 5671598. A replay of the call will be available
through December 6, 2013, by dialing 888-203-1112; the passcode is 5671598.A
webcast of the conference call may be accessed in the Investor Relations
section of Quality's website.Copies of the earnings release and other
financial information about Quality may also be accessed in the Investor
Relations section of Quality's website at www.qualitydistribution.com. 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) our ability to
successfully identify acquisition opportunities, consummate such acquisitions
and successfully integrate acquired businesses and converted independent
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, independent affiliates, independent 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; (20) our ability to execute
plans to profitably operate in the transportation business and disposal well
business within the energy logistics market; (21) our success in entering new
markets; (22) adverse weather conditions; (23) 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
(24) 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 Nine months ended
                                        September 30,      September 30,
                                        2013      2012     2013      2012
                                                                  
OPERATING REVENUES:                                                
Transportation                           $171,899  $160,079 $510,540  $443,804
Service revenue                          32,169    31,550   98,328    89,569
Fuel surcharge                           31,603    30,449   95,521    93,353
Total operating revenues                 235,671   222,078  704,389   626,726
OPERATING EXPENSES:                                                
Purchased transportation                 153,153   143,036  446,405   417,222
Compensation                             24,431    22,522   76,402    57,669
Fuel, supplies and maintenance           26,212    24,085   79,558    56,996
Depreciation and amortization            6,318     6,039    19,740    14,452
Selling and administrative               8,331     8,258    23,965    24,857
Insurance costs                          4,607     4,374    13,477    11,732
Taxes and licenses                       1,086     807      3,337     2,179
Communications and utilities             930       980      2,947     2,724
(Gain) loss on disposal of property and  (1,014)   360      (2,512)   (4)
equipment
Impairment charge                        --        --       55,692    --
Total operating expenses                 224,054   210,461  719,011   587,827
                                                                  
Operatingincome (loss)                  11,617    11,617   (14,622)  38,899
                                                                  
Interest expense                         8,169     7,673    23,776    22,042
Interest income                          (214)     (194)    (659)     (602)
Write-off debt issuance costs            521       --       521       --
Other income                             (102)     (112)    (7,345)   (276)
Income (loss) before income taxes        3,243     4,250    (30,915)  17,735
Provision for (benefit from)income      480       (4,613)  (11,675)  (26,632)
taxes
Net income (loss)                        $2,763    $8,863   $(19,240) $44,367
                                                                  
PER SHARE DATA:                                                    
Net income (loss)per common share                                 
Basic                                    $0.10     $0.32    $(0.73)   $1.69
Diluted                                  $0.10     $0.32    $(0.73)   $1.64
                                                                  
Weighted average number of shares                                  
Basic                                    26,463    27,368   26,516    26,243
Diluted                                  27,146    28,089   26,516    27,057

                                                                
QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In 000's)
Unaudited
                                                                
                                                   September 30, December 31,
                                                   2013          2012
                                                                
                                                                
ASSETS                                                           
Current assets:                                                  
Cash and cash equivalents                           $3,262        $2,704
Accounts receivable, net                            130,099       113,906
Prepaid expenses                                    12,830        14,651
Deferred tax asset, net                             20,944        16,609
Other current assets                                10,762        9,694
Total current assets                                177,897       157,564
                                                                
Property and equipment, net                         170,083       190,342
Assets held-for-sale                                1,848         --
Goodwill                                            50,553        104,294
Intangibles, net                                    35,050        37,654
Non-current deferred tax asset, net                 20,412        11,713
Other assets                                        9,209         12,036
Total assets                                        $465,052      $513,603
                                                                
                                                                
LIABILITIES AND SHAREHOLDERS' DEFICIT                            
Current liabilities:                                             
Current maturities of indebtedness                  $7,224        $3,918
Current maturities of capital lease obligations     1,618         3,913
Accounts payable                                    9,821         9,966
Independent affiliates and independent              18,723        14,243
owner-operators payable
Accrued expenses                                    35,909        37,889
Environmental liabilities                           4,327         2,739
Accrued loss and damage claims                      7,960         7,326
Total current liabilities                           85,582        79,994
                                                                
Long-term indebtedness, less current maturities     379,569       408,850
Capital lease obligations, less current maturities  626           2,125
Environmental liabilities                           4,675         6,302
Accrued loss and damage claims                      10,143        9,494
Other non-current liabilities                       22,595        25,278
Total liabilities                                   503,190       532,043
                                                                
                                                                
SHAREHOLDERS' DEFICIT                                            
Common stock                                        440,001       437,192
Treasury stock                                      (10,329)      (5,849)
Accumulated deficit                                 (247,707)     (228,467)
Stock recapitalization                              (189,589)     (189,589)
Accumulated other comprehensive loss                (30,539)      (31,752)
Stock purchase warrants                             25            25
Total shareholders' deficit                         (38,138)      (18,440)
Total liabilities and shareholders' deficit         $465,052      $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 independent affiliates and company-operated
    terminals, 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 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 September 30, 2013
                      Chemical           Energy                    
                      Logistics**        Logistics (a)  Intermodal  Total
Operating Revenues:                                               
Transportation         $112,704           $40,819        $18,376     $171,899
Service revenue        17,546             2,264          12,359      32,169
Fuel surcharge         27,049             --             4,554       31,603
                                                                 
Total operating        $157,299           $43,083        $35,289     $235,671
revenues
                                                                 
Segment revenue % of   66.7%              18.3%          15.0%       100.0%
total revenue
Segment operating      $8,879             $2,432         $5,610      $16,921
income*
Depreciation and       2,861              2,603          854         6,318
amortization
Impairment charges     --                 --             --          --
Other(income) expense (2,647)            1,648          (15)        (1,014)
Operating income       $8,665             $(1,819)       $4,771      $11,617
(loss)
                                                                 
                                                                 
                      Three Months Ended September 30, 2012
                      Chemical           Energy                    
                      Logistics ** (b)   Logistics (c)  Intermodal  Total
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*
Depreciation and       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
                                                                 
(a) Operating loss in the Energy Logistics segment during the three-month
period ended September 30, 2013 includes $3.8 million of energy reorganization
costs.
                                                                 
(b) 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.
                                                                 
(c) 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, 2013
                     Chemical          Energy                     
                     Logistics** (d)   Logistics (e)   Intermodal  Total
Operating Revenues:                                              
Transportation        $334,978          $120,321        $55,241     $510,540
Service revenue       50,861            8,685           38,782      98,328
Fuel surcharge        81,500            273             13,748      95,521
                                                                
Total operating       $467,339          $129,279        $107,771    $704,389
revenues
                                                                
Segment revenue % of  66.3%             18.4%           15.3%       100.0%
total revenue
Segment operating     $28,859           $9,991          $19,448     $58,298
income*
Depreciation and      8,754             8,496           2,490       19,740
amortization
Impairment charges    --                55,692          --          55,692
Other (income)        (5,815)           3,244           59          (2,512)
expense
Operating income      $25,920           $(57,441)       $16,899     $(14,622)
(loss)
                                                                
                                                                
                     NineMonths Ended September 30, 2012
                     Chemical          Energy                     
                     Logistics ** (f)  Logistics(g)    Intermodal  Total
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*
Depreciation and      8,229             3,623           2,600       14,452
amortization
Other (income)        (276)             324             (52)        (4)
expense
Operating income      $21,741           $5,090          $12,068     $38,899
                                                                
(d) Operating income in the Chemical Logistics segment during the nine-month
period ended September 30, 2013 includes $2.6 million of gains on property
dispositions, $0.4 million of independent affiliate conversion costs, and $0.6
million of severance costs.
(e) Operating loss in the Energy Logistics segment during the nine-month
period ended September 30, 2013 includes impairment charges of $55.7 million
and $5.2 million of energy reorganization costs.
(f) 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 claim settlement expenses.
(g) Operating income in the in the Energy Logistics segment during the
nine-month period ended September 20, 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 impairment charges, 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 (LOSS) PER SHARE TO ADJUSTED NET
                               INCOME PER SHARE
    For the Three Months and Nine Months Ended September 30, 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 37.8% for the three and the nine months ended September
30, 2013 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 and lease
termination costs, legal and claims settlements, independent affiliate
conversion costs, energy reorganization costs, impairment charges, earnout
adjustments, gains on disposition of properties, equity offering costs, note
redemption costs and 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, legal and claims settlements,
independent affiliate conversion costs, energy reorganization costs,
impairment charges, earnout adjustments, gains on disposition of properties,
equity offering costs and 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
NetIncome (Loss)Reconciliation:        September 30,      September 30,
                                        2013     2012      2013      2012
                                                                  
Net income (loss)                        $2,763   $8,863    $(19,240) $44,367
                                                                  
Net income (loss)per common share:                                
Basic                                    $0.10    $0.32     $(0.73)   $1.69
Diluted                                  $0.10    $0.32     $(0.73)   $1.64
                                                                  
Weighted average number of shares:                                 
Basic                                    26,463   27,368    26,516    26,243
Diluted                                  27,146   28,089    26,516    27,057
                                                                  
Reconciliation:                          $2,763   $8,863    $(19,240) $44,367
                                                                  
Net income (loss)                                                  
                                                                  
Adjustments to net income (loss) :                                 
Provision for (benefit from) income      480      (4,613)   (11,675)  (26,632)
taxes
Acquisition costs                        --       398       --        3,370
Severance and lease termination costs    --       125       632       1,059
Legal and claims settlements             --       --        --        762
Independent affiliate conversion costs   --       3,031     438       3,031
Energy reorganization costs              3,770    --        5,232     --
Gain on property dispositions            --       --        (2,577)   --
Impairment charges                       --       --        55,692    --
Note redemption costs                    675      --        675       --
Write-off of debt issuance costs         521      --        521       --
Equity offering costs                    476      --        476       --
Earnout adjustment                       --       --        (6,800)   --
Adjusted income before income taxes      8,685    7,804     23,374    25,957
Provision for income taxes at 37.8%for
the three andnine months ended
September 30, 2013,and 39.0% for the    3,280    3,044     8,828     10,123
three and nine months ended September
30, 2012
Adjusted net income                      $5,405   $4,760    $14,546   $15,834
                                                                  
Adjusted net income per common share:                              
Basic                                    $0.20    $0.17     $0.55     $0.60
Diluted                                  $0.20    $0.17     $0.54     $0.59
Weighted average number of shares:                                 
Basic                                    26,463   27,368    26,516    26,243
Diluted                                  27,146   28,089    27,098    27,057

                                                                  
                                        Three months ended Nine months ended
EBITDA and Adjusted EBITDA:              September30,      September 30,
                                        2013      2012     2013      2012
                                                                  
Net income (loss)                        $2,763    $8,863   $(19,240) $44,367
                                                                  
Adjustments to net income (loss) :                                 
Provision for (benefit from) income      480       (4,613)  (11,675)  (26,632)
taxes
Depreciation and amortization            6,318     6,039    19,740    14,452
Interest expense, net                    7,955     7,479    23,117    21,440
EBITDA                                   17,516    17,768   11,942    53,627
                                                                  
Acquisition costs                        --        398      --        3,370
Severance and lease termination costs    --        125      483       1,003
Legal and claims settlements             --        --       --        762
Independent affiliate conversion costs   --        3,031    438       3,031
Energy reorganization costs              3,207     --       4,669     --
Gain on property dispositions            --        --       (2,577)   --
Impairment charges                       --        --       55,692    --
Write-off of debt issuance costs         521       --       521       --
Equity offering costs                    476       --       476       --
Earnout adjustment                       --        --       (6,800)   --
Non-cash stock-based compensation        709       856      2,489     2,374
Adjusted EBITDA                          $22,429   $22,178  $67,333   $64,167

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

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