Quality Distribution, Inc. Announces First Quarter 2014 Results

Quality Distribution, Inc. Announces First Quarter 2014 Results

-- Q1 Revenue of $234.5 Million Up 2.2% Organically Over Prior-Year Quarter --

        -- Quality Reports Q1 Net Income of $0.11 per Diluted Share –

  -- Quality Generates Q1 Adjusted Net Income of $0.14 per Diluted Share --

TAMPA, Fla., May 5, 2014 (GLOBE NEWSWIRE) -- Quality Distribution, Inc.
(Nasdaq:QLTY) ("Quality" or the "Company"), a North American logistics and
transportation provider with market leading businesses, today reported a 2.2%
increase in revenue versus the prior-year period.

The Company reported net income of $3.1 million, or $0.11 per diluted share,
for the first quarter ended March 31, 2014, compared to net income of $9.1
million, or $0.34 per diluted share, for the first quarter ended March 31,
2013. The severe weather conditions in many of the Company's key operating
areas during the first quarter had an adverse impact on each business segment.

Adjusted net income for the first quarter of 2014 and 2013 was $3.9 million,
or $0.14 per diluted share, in each period. Adjusted net income per diluted
share was slightly above the Company's first quarter 2014 expectations,
partially due to a lower effective tax rate. Adjusted results are calculated
by excluding pre-tax items not considered part of regular operating
activities, which are presented in a reconciliation of net income to adjusted
net income in the attached financial exhibits.

"Each of our business segments performed well this quarter once weather
conditions improved, resulting in adjusted earnings that met the high end of
our expectations," stated Gary Enzor, Chairman and Chief Executive Officer.
"We look forward to carrying this momentum into our stronger seasonal quarters
as all indicators point to solid revenue expectations across our segments,
most notably in our Chemical business."

First Quarter 2014 Consolidated Results

Consolidated revenue for the first quarter of 2014 was $234.5 million, an
increase of 2.2% versus the same quarter last year. Excluding fuel surcharges,
revenue for the first quarter of 2014 increased $5.3 million, or 2.7%,
compared to the prior-year period. This revenue improvement was driven
primarily by solid growth in our Chemical Logistics segment, which included
some positive contribution from new terminals established during the quarter.

On a consolidated basis, Quality reported operating income in the first
quarter of 2014 of $12.1 million compared to operating income of $15.4 million
in the prior-year period. After adjusting for the non-operating items
presented in the attached financial exhibits, first quarter 2014 operating
income was slightly below the prior-year quarter driven primarily by an
increase in insurance claims in the Chemical Logistics segment, and the
effects of the adverse weather in both the Chemical Logistics and Intermodal
segments, offset in part by cost-driven improvements in the Energy Logistics
segment. Consolidated insurance expense in the current quarter was 2.7% of
revenues, or approximately 60 basis points above average levels achieved over
the last several quarters, resulting from recent increases in claim frequency
and severity. However, insurance expense was still within the Company's target
range of 2 to 3% of total revenue.

Adjusted EBITDA for the first quarter of 2014 was $19.4 million, down $2.0
million compared to the first quarter of 2013, for the previously discussed
reasons. A reconciliation of net income to adjusted EBITDA is included in the
attached financial exhibits.

First Quarter 2014 Segment Results

Prior to 2014, Quality reported all shared service and corporate expenses
within its Chemical Logistics segment. Beginning in 2014, the Company has
elected to re-classify certain corporate, shared services and other overhead
and legacy costs into a separate segment named "Shared Services" in order to
provide added insight into the results of operations for the Chemical
Logistics segment. Segment results for the 2013 prior-year quarterly periods
were re-classified to conform to the current year presentation and are
included in the financial exhibits.

Chemical Logistics

Revenues in the Chemical Logistics segment were $158.8 million in the first
quarter of 2014, up $6.1 million or 4.0% versus the first quarter of 2013.
Excluding fuel surcharges, revenues increased 5.0%, resulting from higher
prices and volumes, which were due in part to the opening of new terminals
during the first quarter of 2014. Chemical Logistics shipment demand continues
to be strong. The Company is aggressively broadening its driver recruiting
efforts and adding trailer capacity to meet increasing requirements from
customers.

Operating income in the Chemical Logistics segment was $17.1 million, down
$1.4 million versus the comparable prior-year period, and down $1.7 million
after excluding non-operating items. Positive contribution from higher
revenues in the quarter was offset primarily by $1.7 million of increased
insurance expenses.

Energy Logistics

Revenues in the Energy Logistics segment during the first quarter of 2014 were
$38.9 million, down $2.2 million versus the prior-year period. Transportation
revenues were flat due to reduced new drilling activity and adverse weather
conditions in the Bakken shale region, which were offset by increased volumes
in the Eagle Ford shale region and revenue from new markets. Service revenues
declined due to lower disposal well volumes.

The Energy Logistics segment reported operating income of $0.2 million in the
first quarter of 2014, compared to an operating loss of $0.5 million in the
prior-year period. After adjusting for $1.1 million of cash and non-cash
reorganization costs, operating income in the first quarter of 2014 was $1.3
million, up $1.8 million versus the prior-year period. Higher profitability
was achieved in nearly all shales due to lower operating costs and better
asset efficiency. Energy Logistics adjusted EBITDA for the first quarter of
2014 was $3.4 million, up $0.9 million versus the prior-year period and up
$0.8 million compared to the fourth quarter of 2013.

Intermodal

First quarter 2014 revenues in the Intermodal segment were $36.6 million, up
$1.0 million or 2.8% versus the prior-year period. Excluding fuel surcharges,
revenues for the first quarter increased $0.8 million, or 2.5%, primarily due
to increases in transportation revenue. Revenues from depot services fell
slightly versus last year's first quarter, as prior-period results reflected
extremely strong repair and storage business.

Operating income in the Intermodal segment was $5.3 million, down $0.6 million
versus the prior-year period. This decline was principally due to adverse
weather conditions, which particularly impacted the segment's three largest
terminals. On a sequential basis, however, Intermodal rebounded strongly from
the fourth quarter of 2013 as operating income increased 38%.

Shared Services

Shared Services consists of certain corporate and overhead costs, including
information technology, driver recruiting, accounting, stock-based
compensation, pension, environmental and other corporate headquarters costs.
For the first quarter of 2014, Shared Services costs totaled $10.4 million,
compared to $8.4 million in the prior-year period. Excluding prior-year period
severance costs and a gain on the sale of property, Shared Services expenses
were down slightly.

Summary

Mr. Enzor, continued, "We made great progress in expanding our Chemical
footprint by opening several new terminals so far this year. We opened new
locations in Denver, West Texas, Houston and Indianapolis, and also expanded
into a new Pennsylvania market. The outlook for Chemical Logistics remains
strong and we are well positioned to capitalize on new opportunities. We
expect our Intermodal business to continue its positive momentum with steady
but increasing growth. Our Energy business showed signs of improvement this
quarter due to cost containment efforts, a continued focus on asset
utilization and by affiliating our Oklahoma and Wyoming operations. The Energy
business is still in transition and we are committed to improving our
operating performance throughout 2014."

Second Quarter 2014 Earnings Expectations

For the second quarter of 2014, Quality expects adjusted earnings per diluted
share to be in the range of $0.18 to $0.22; the Company's expectations for the
full year 2014 remain unchanged at a range of $0.70 to $0.80 of adjusted
earnings per diluted share. These estimates assume a 39% tax rate, and exclude
any impacts from non-operating items, reorganization expenses in the Energy
Logistics business, and costs related to any potential debt refinancing
activity.

Balance Sheet and Cash Flow

The Company generated operating cash flow for the first quarter of 2014 of
$1.4 million, versus $8.6 million in the prior-year period. The change was
driven primarily by an increase in accounts receivable resulting from growth
in our Chemical Logistics segment in the first quarter of 2014. Borrowing
availability under the Company's ABL Facility was $86.3 million at March 31,
2014. This represents an increase of $12.0 million versus December 31, 2013,
and an increase of $21.6 million from March 31, 2013.

Net capital expenditures for the first quarter of 2014 were $7.6 million, as a
large percentage of our expected tank trailer deliveries to support Chemical
growth were scheduled early in the year. The Company revised its net capital
expenditure expectation upward for 2014 due to growth opportunities and raised
its range to $10.0 to $15.0 million. Based on the upward revision of the
Company's net capital expenditure forecast, Qualityalso revised its
expectation of free cash flow to be in the range of $46.0 to $50.0 million.

"Our first quarter capital spending reflects the immediate needs of our
growing Chemical Logistics segment and our objective to ensure we have
adequate tank capacity to support our customers. We continue to evaluate our
asset base in all segments of our business, and we will likely incur further
sales of idle or under-utilized equipment in the Energy Logistics segment
during the year," said Joe Troy, Chief Financial Officer. "Asset utilization
remains a high priority for us, especially within our Energy Logistics
segment, and we will continue to aggressively reposition or divest non-core or
sub-optimal assets. As we have stated previously, while further asset sales
could result in future non-cash operating losses, the benefits to our balance
sheet, profit profile and return expectations far outweigh those costs."

Mr. Troy continued, "We typically build working capital in the first half of
the year and generate operating cash in the second half of the year. We expect
to see greater reductions in leverage during the second half of the year and
further reduce our cost of capital as we position ourselves for a potential
debt refinancing later this year."

Quality will host a conference call for equity analysts and investors to
discuss these results on Monday, May 5, 2014 at 10:00 a.m. Eastern Time. The
toll free dial‑in number is 888-686-9699; the toll number is 913-312-1496; the
passcode is 3288237. A replay of the call will be available through June 4,
2014, by dialing 888-203-1112; the passcode is 3288237. 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 and includes our 2014 Outlook.
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, 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) our liability related to third party equipment leasing
programs; (6) a shift away from or slowdown in production in the shale regions
in which we have energy logistics operations; (7) our liability as a
self-insurer to the extent of our deductibles as well as changing conditions
and pricing in the insurance marketplace; (8) increased unionization, which
could increase our operating costs or constrain operating flexibility; (9)
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;(10) 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;
(11) our ability to access and use disposal wells and other disposal sites and
methods in our energy logistics business; (12) our ability to comply with
current and future environmental regulations and the increasing costs relating
to environmental compliance; (13) potential disruptions at U.S. ports of
entry; (14) diesel fuel prices and our ability to recover costs through fuel
surcharges; (15) our ability to attract and retain qualified drivers;(16)
terrorist attacks and the cost of complying with existing and future
anti-terrorism security measures; (17) our dependence on senior management;
(18) the potential loss of our ability to use net operating losses to offset
future income; (19) potential future impairment charges; (20) 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; (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) disruptions of our information
technology and communications systems; (25) 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; (26)
the assumptions underlying our expectations of financial results in 2014; and
(27) changes in planned or actual capital expenditures due to operating needs,
changes in regulation, covenants in our debt arrangements and other expenses,
including interest expense. 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, 2013 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, 
                                           2014    2013    
                                                             
OPERATING REVENUES:                                           
Transportation                             $170,556 $163,994 
Service revenue                            32,187   33,454   
Fuel surcharge                             31,744   31,974   
Total operating revenues                   234,487  229,422  
OPERATING EXPENSES:                                           
Purchased transportation                   157,619  142,872  
Compensation                               21,255   26,470   
Fuel, supplies and maintenance             23,130    27,129   
Depreciation and amortization              5,495    6,693    
Selling and administrative                 7,258    7,479    
Insurance costs                            6,271    4,497    
Taxes and licenses                         936      832      
Communication and utilities                932      1,095    
Gain on disposal of property and equipment (511)    (3,089)  
Total operating expenses                   222,385  213,978  
                                                             
Operating income                           12,102   15,444   
                                                             
Interest expense                           7,364    7,723    
Interest income                            (124)    (211)    
Other expense (income)                     157      (6,972)  
Income before income taxes                 4,705    14,904   
Provision for income taxes                 1,632    5,760    
Net income                                 $3,073   $9,144   
                                                             
PER SHARE DATA:                                               
Net income per common share                                   
Basic                                      $0.11    $0.34    
Diluted                                    $0.11    $0.34    
                                                             
Weighted average number of shares                             
Basic                                      27,090   26,625   
Diluted                                    27,970   27,134   



QUALITY DISTRIBUTION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In 000's)
Unaudited

                                                      March 31,  December 31,
                                                      2014       2013
                                                                
                                                                
ASSETS                                                           
Current assets:                                                  
Cash and cash equivalents                             $1,864    $1,957
Accounts receivable, net                              138,453   120,932
Prepaid expenses                                      15,424    13,401
Deferred tax asset, net                               22,220    20,709
Other current assets                                  10,554    9,919
Total current assets                                 188,515   166,918
                                                      165,964    170,114
Property and equipment, net 
Assets held-for-sale                                  3,379      1,129
Goodwill                                              32,955    32,955
Intangibles, net                                      15,792    16,149
Non-current deferred tax asset, net                   28,255    31,401
Other assets                                          8,290     8,583
Total assets                                         $443,150  $427,249
                                                                

LIABILITIES AND SHAREHOLDERS' DEFICIT                            
Current liabilities:                                             
Current maturities of indebtedness                    $2,069    $8,692
Current maturities of capital lease obligations       678       1,888
Accounts payable                                      12,143    10,248
Independent affiliates and independent owner-operators 20,850    14,398
payable
Accrued expenses                                      33,831    30,580
Environmental liabilities                             3,449     3,818
Accrued loss and damage claims                        9,541     8,532
Total current liabilities                             82,561    78,156
                                                                
Long-term indebtedness, less current maturities       379,529   369,730
Capital lease obligations, less current maturities    407       2,995
Environmental liabilities                             4,479     4,479
Accrued loss and damage claims                        11,263    10,747
Other non-current liabilities                         16,158    17,393
Total liabilities                                     494,397   483,500
                                                                
                                                                
SHAREHOLDERS' DEFICIT                                            
Common stock                                          443,882    441,877
Treasury stock                                        (11,004)  (10,557)
Accumulated deficit                                   (267,432) (270,505)
Stock recapitalization                                (189,589) (189,589)
Accumulated other comprehensive loss                  (27,104)  (27,477)
Total shareholders' deficit                          (51,247)  (56,251)
Total liabilities and shareholders' deficit          $443,150  $427,249
                                                                

                 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.Prior to 2014, Quality reported all shared service and corporate
expenses within its Chemical Logistics segment. Beginning in 2014, the Company
has elected to re-classify certain corporate, shared services and other
overhead and legacy costs into a separate segment named "Shared Services" in
order to provide added insight into the results of operations for the Chemical
Logistics segment.Segment results for prior-year periods were reclassified to
conform to the current year presentation:

  *Chemical Logistics, which consists of the transportation of bulk chemicals
    primarily through our network that includes 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
    market, through company-operated terminals and independent affiliates, and
    equipment rental income;
    
  *Intermodal, which consists of Boasso's intermodal ISO tank container
    transportation and depot services supporting the international movement of
    bulk liquids; and
    
  *Shared Services, which consists of corporate and shared services overhead
    costs, including information technology, driver recruiting, accounting,
    stock-based compensation, pension, environmental and other corporate
    headquarters costs.

                                                                  
                  Three Months Ended March 31, 2014                
                  Chemical       Energy              Shared      
                  Logistics (a)  Logistics  Intermodal Services    Total
                                  (b)
Operating                                                        
Revenues:
Transportation     $ 114,623     $ 36,979   $18,954  $--        $
                                                                     170,556
Service revenue    17,143        1,946     12,974    124         32,187
Fuel surcharge     27,052        --        4,692     --          31,744
                                                                
Total operating    $ 158,818     $38,925   $36,620  $ 124       $
revenues                                                             234,487
                                                                
Segment revenue %  67.8%         16.6%     15.6%     --          100.0%
of total revenue
Segment operating  $18,629      $2,736    $6,072   $(10,351)  $17,086
income (loss)*
Depreciationand   2,447         2,133      818        97          5,495
amortization
Other (income)     (948)         437       --        --          (511)
expense 
Operating income   $17,130       $166      $5,254    $(10,448)   $12,102
(loss)
                                                                

                  Three Months Ended March 31, 2013                
                  Chemical       Energy               Shared       
                  Logistics(c)  Logistics  Intermodal Services (d) Total
Operating                                                        
Revenues:
Transportation     $ 109,068     $36,930  $17,996  $--        $
                                                                     163,994
Service revenue    16,374        3,921     13,140    19          33,454
Fuel surcharge     27,262        233       4,479     --          31,974
                                                                
Total operating    $ 152,704     $ 41,084  $35,615  $19        $
revenues                                                             229,422
                                                                
Segment revenue %  66.6%          17.9%      15.5%     --          100.0%
of total revenue
Segment operating  $20,411      $2,714   $6,668   $ (10,745)  $19,048
income (loss)*
Depreciationand   2,762          3,001      808        122          6,693
amortization
Other (income)     (883)          220       --         (2,426)     (3,089)
expense
Operating income   $18,532      $(507)   $5,860    $(8,441)    $15,444
(loss)

(a)Operating income in the Chemical Logistics segment during the three months
ended March 31, 2014 includes $0.2 million of independent affiliate conversion
costs.
(b)Operating income in the Energy Logistics segment during the three months
ended March 31, 2014 includes $1.1 million of energy reorganization costs.
(c)Operating income in the Chemical Logistics segment during the three months
ended March 31, 2013 includes $0.5 million of independent affiliate conversion
and severance costs.
(d)Operating income in the Shared Services segment during the three months
ended March 31, 2013 includes $2.6 million of gains on property sales and $0.4
million of severance costs.

Summarized segment operating results for the remaining quarters and year ended
2013 are as follows: (in thousands):

                                                                 
                     Three Months Ended June 30, 2013             
                     Chemical   Energy                Shared      
                     Logistics Logistics   Intermodal Services   Total
Operating Revenues:                                             
Transportation        $ 113,206 $42,572   $18,869  $--       $ 174,647
Service revenue       16,629    2,500      13,283    293        32,705
Fuel surcharge        27,189    40         4,715     --         31,944
                                                               
Total operating       $ 157,024 $ 45,112   $36,867  $293      $ 239,296
revenues
                                                               
Segment revenue % of  65.6%      18.9%       15.4%     0.1%       100.0%
total revenue
Segment operating     $21,023  $4,845    $6,664   $ (10,203) $22,329
income (loss)*
Depreciationand      2,885      2,892       828        124         6,729
amortization
Impairment charge    --        55,692      --        --         55,692
Other expense        88         1,376      74         53         1,591
Operating income      $18,050  $(55,115) $5,762    $(10,380)  $(41,683)
(loss)

                                                                 
                      Three Months Ended September 30,            
                       2013
                      Chemical   Energy               Shared      
                      Logistics Logistics  Intermodal Services   Total
Operating Revenues:                                             
Transportation         $ 112,704 $40,819  $18,376  $--       $ 171,899
Service revenue        17,417    2,264     12,359    129        32,169
Fuel surcharge         27,049    --        4,554     --        31,603
                                                               
Total operating        $ 157,170 $ 43,083  $35,289  $129      $ 235,671
revenues
                                                               
Segment revenue % of   66.7%      18.3%      15.0%     --         100.0%
total revenue
Segment operating      $19,892  $2,432   $5,417  $ (10,820) $16,921
income (loss)*
Depreciationand       2,743      2,603      854        118         6,318
amortization
Other (income) expense (2,602)    1,648     (15)       (45)       (1,014)
Operating income       $19,751  $(1,819) $4,578    $(10,893)  $11,617
(loss)

                                                                 
                   Three Months Ended December 31, 2013           
                   Chemical    Energy                  Shared     
                   Logistics  Logistics    Intermodal  Services  Total
Operating Revenues:                                             
Transportation      $ 107,186  $40,293    $17,075   $--      $ 164,554
Service revenue     17,609     1,932       11,707     189       31,437
Fuel surcharge      25,345     --          4,085      --        29,430
                                                               
Total operating     $ 150,140  $ 42,225    $32,867   $189     $ 225,421
revenues
                                                               
Segment revenue %   66.6%       18.7%        14.6%      0.1%      100.0%
of total revenue
Segment operating   $18,820   $643       $4,425    $ (9,983) $13,905
income (loss)*
Depreciationand    2,757       2,677        832         115        6,381
amortization
Impairment charge  --          35,604       --          --         35,604
Other (income)      (837)       1,565       (220)       (446)     62
expense
Operating income    $16,900   $(39,203)  $3,813     $(9,652)  $(28,142)
(loss)

                                                                 
                     Year Ended December 31, 2013                 
                     Chemical   Energy                Shared      
                     Logistics Logistics   Intermodal Services   Total
Operating Revenues:                                             
Transportation        $ 442,164 $160,614  $72,316  $--       $ 675,094
Service revenue       68,029    10,617     50,489    630        129,765
Fuel surcharge        106,845   273       17,833    --         124,951
                                                               
Total operating       $ 617,038 $ 171,504  $140,638 $630      $ 929,810
revenues
                                                               
Segment revenue % of  66.4%      18.4%       15.1%     0.1%       100.0%
total revenue
Segment operating     $80,146  $10,634   $23,174  $ (41,751) $72,203
income (loss)*
Depreciationand      11,147     11,173      3,322      479         26,121
amortization
Impairment charge    --         91,296      --         --          91,296
Other (income)        (4,234)    4,809      (161)      (2,864)    (2,450)
expense
Operating income      $73,233  $(96,644) $20,013   $(39,366)  $(42,764)
(loss)

* Segment operating income (loss) reported in the business segment tables
above excludes amounts such as depreciation and amortization and gains and
losses on disposal of property and equipment.

   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, 2014 and 2013
                                  (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 the three months ended March 31, 2014 and 2013 Adjusted Net Income,
management uses the Company's actual effective tax rate of 34.7%, and 38.6%,
respectively, for calculating the provision for income taxes.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 energy reorganization costs, severance
costs, independent affiliate conversion costs, gains on disposition of
properties and earnout adjustments.

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 the provision for income taxes, 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 energy
reorganization costs, severance costs, independent affiliate conversion costs,
gains on disposition of properties, earnout adjustments 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.

                                                          
                                                          
Net Income Reconciliation:                                 Three months ended
                                                           March 31,
                                                          2014   2013
Net income                                                        $ 9,144
                                                           $3,073
                                                                  
Net income per common share:                                       
Basic                                                      $0.11   $0.34
Diluted                                                    $0.11   $0.34
                                                                  
Weighted average number of shares:                                 
Basic                                                      27,090   26,625
Diluted                                                    27,970   27,134
                                                                  
Reconciliation:                                            
                                                          $ 3,073  $ 9,144
Net income
                                                                  
Adjustments to net income:                                         
Provision for income taxes                                 1,632    5,760
Energy Segment reorganization costs                        1,100    --
Severance costs                                            --       586
Independent affiliate conversion costs                     222      257
Gain on property dispositions                              --       (2,577)
Earnout adjustment                                                 (6,800)
Adjusted income before income taxes                        6,027    6,370
Provision for income taxes at 34.7% and 38.6%,             2,091   2,459
respectively
Adjusted net income                                        $3,936  $3,911
                                                                  
Adjusted net income per common share:                                      
Basic                                                      $0.15   $0.15   
Diluted                                                    $0.14   $0.14   
Weighted average number of shares:                                         
Basic                                                      27,090   26,625   
Diluted                                                    27,970   27,134   

                                      
                                      Three months ended
EBITDA and Adjusted EBITDA:           March31,
                                      2014      2013
Net income                                      $9,144
                                       $3,073
                                                
Adjustments to net income:                       
Provision for income taxes             1,632      5,760
Depreciation and amortization          5,495      6,693
Interest expense, net                  7,240      7,512
EBITDA                                 17,440     29,109
                                                
Energy Segment reorganization costs    1,052      --
Severance costs                        --         437
Independent affiliate conversion costs 222        257
Gain on property dispositions          --         (2,577)
Earnout adjustment                     --         (6,800)
Non-cash stock-based compensation      671        1,007
                                                
Adjusted EBITDA                        $19,385  $21,433

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

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