QRHC Quest Resource Holding Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of report (Date of earliest event reported): August 14, 2023   QUEST RESOURCE HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada		001-36451		51-0665952
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

 

3481 Plano Parkway, The Colony, Texas		75056
(Address of Principal Executive Offices)		(Zip Code)

 

 

Registrant’s telephone number, including area code: (972) 464-0004

 

(Former name or former address if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	QRHC	The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

We are furnishing this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on August 14, 2023.

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

The text included with this Current Report on Form 8-K is available on our website located at http://investors.qrhc.com/, although we reserve the right to discontinue that availability at any time.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release from Quest Resource Holding Corporation, dated August 14, 2023, entitled “Quest Resource Holding Corporation Reports Second Quarter 2023 Financial Results”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	QUEST RESOURCE HOLDING CORPORATION
Dated: August 14, 2023	By:	/s/ S. Ray Hatch
		Name:	S. Ray Hatch
		Title:	President and Chief Executive Officer

 

 

 

 

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Exhibit 99.1

Quest Resource Holding Corporation Reports Second Quarter 2023 Financial Results

Posts Strong Sequential Growth in Gross Profit and Adjusted EBITDA

THE COLONY, TX – August 14, 2023 – Quest Resource Holding Corporation (NASDAQ: QRHC) ("Quest"), a national leader in environmental waste and recycling services, today announced financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Highlights

Year-to-Date 2023 Highlights (June 30, 2023) 

“Our team delivered another strong quarter with positive momentum. We added new business, improved efficiencies, and made significant progress with acquisition integration, leading to a 7% sequential increase in gross profit and a 26% sequential increase in Adjusted EBITDA. At the same time, we posted strong operating cash flow, averaging $2.5 million per quarter during the past three quarters, and further reducing our long-term debt. Subsequent to the end of the second quarter, we have paid down an additional $2 million of our Monroe Capital facility, for a total of $7 million reduction for the year,” said S. Ray Hatch, President and Chief Executive Officer of the Company.

“We expect momentum to continue through the second half of the year and we remain on track to deliver double-digit gross profit growth for the year 2023. At least part of that sequential improvement will come from a recent win with a significant new customer in a new industry vertical,” continued Hatch. “In the coming quarters, we expect the growth rates of adjusted EBITDA to outpace the growth rates of gross profit dollars, as we see the benefit of investments to improve efficiencies and operating leverage.”

Second Quarter 2023 Earnings Conference Call and Webcast

Quest will conduct a conference call on Monday, August 14, 2023, at 5:00 PM ET, to review the financial results for the second quarter ended June 30, 2023. Investors interested in participating on the live call can dial 1-855-327-6837 or 1-631-891-4304. The conference call, which may include forward-looking statements, is also being webcast and

 

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is available via the investor relations section of Quest’s website at https://investors.qrhc.com/investors. A replay of the webcast will be archived on Quest’s investor relations website for 90 days.

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

In this press release, non-GAAP financial measures, "Adjusted EBITDA," and “Adjusted Net Income” are presented. From time-to-time, Quest considers and uses these supplemental measures of operating performance in order to provide an improved understanding of underlying performance trends. Quest believes it is useful to review, as applicable, both (1) GAAP measures that include (i) depreciation and amortization, (ii) interest expense, (iii) stock-based compensation expense, (iv) income tax expense, and (v) certain other adjustments, and (2) non-GAAP measures that exclude such items. Quest presents these non-GAAP measures because it considers them an important supplemental measure of Quest's performance. Quest's definition of these adjusted financial measures may differ from similarly named measures used by others. Quest believes these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. These non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company's GAAP measures. (See attached tables "Reconciliation of Net Income (Loss) to Adjusted EBITDA" and “Adjusted Net Income Per Share”).

About Quest Resource Holding Corporation

Quest is a national provider of waste and recycling services that enable larger businesses to excel in achieving their environmental and sustainability goals and responsibilities. Quest delivers focused expertise across multiple industry sectors to build single-source, client-specific solutions that generate quantifiable business and sustainability results. Addressing a wide variety of waste streams and recyclables, Quest provides information and data that tracks and reports the environmental results of Quest’s services, gives actionable data to improve business operations, and enables Quest’s clients to excel in their business and sustainability responsibilities. For more information, visit www.qrhc.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a "safe harbor" for such statements in certain circumstances. The forward-looking statements include, but are not limited to, our expectation that our momentum will continue through the second half of the year and that we remain on track to deliver double-digit gross profit growth for the year 2023; our belief that sequential improvement will come from a recent win with a significant new customer in a new industry vertical; and our expectation that in the coming quarters, the growth rates of adjusted EBITDA to outpace the growth rates of gross profit dollars, as we see the benefit of investments to improve efficiencies and operating leverage. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, competition in the environmental services industry, the impact of the current economic environment, the spread of major epidemics (including Coronavirus) and other related uncertainties such as government-imposed travel restrictions, interruptions to supply chains, commodity price fluctuations, and extended shut down of businesses, and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2022. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Investor Relations Contact:

Three Part Advisors, LLC

Joe Noyons

817.778.8424

Financial Tables Follow

Financial Tables Follow

 

 

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Quest Resource Holding Corporation and Subsidiaries

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Revenue		$	74,497			$	76,905			$	148,611			$	148,427
Cost of revenue			60,992				62,236				122,476				122,510
Gross profit			13,505				14,669				26,135				25,917
Selling, general, and administrative			9,213				9,299				18,630				18,643
Depreciation and amortization			2,452				2,470				4,877				4,835
Total operating expenses			11,665				11,769				23,507				23,478
Operating income			1,840				2,900				2,628				2,439
Interest expense			(2,556	)			(1,590	)			(4,999	)			(3,146	)
Income (loss) before taxes			(716	)			1,310				(2,371	)			(707	)
Income tax expense			171				160				540				327
Net income (loss)		$	(887	)		$	1,150			$	(2,911	)		$	(1,034	)
Net income (loss) applicable to common stockholders		$	(887	)		$	1,150			$	(2,911	)		$	(1,034	)
Net income (loss) per common share:
Basic		$	(0.04	)		$	0.06			$	(0.15	)		$	(0.05	)
Diluted		$	(0.04	)		$	0.05			$	(0.15	)		$	(0.05	)
Weighted average number of common shares outstanding:
Basic			19,962				19,279				19,947				19,262
Diluted			19,962				21,349				19,947				19,262

 

 

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RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Net income (loss)		$	(887	)		$	1,150			$	(2,911	)		$	(1,034	)
Depreciation and amortization			2,539				2,550				5,048				4,987
Interest expense			2,556				1,590				4,999				3,146
Stock-based compensation expense			363				326				661				585
Acquisition, integration, and related costs			174				668				652				1,974
Other adjustments			117				113				31				309
Income tax expense			171				160				540				327
Adjusted EBITDA		$	5,033			$	6,557			$	9,020			$	10,294

 

ADJUSTED NET INCOME (LOSS) PER SHARE

(Unaudited)

(In thousands)

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Reported net income (loss) (1)		$	(887	)		$	1,150			$	(2,911	)		$	(1,034	)
Amortization of intangibles (2)			2,223				2,221				4,444				4,396
Acquisition, integration, and related costs (3)			174				668				652				1,974
Other adjustments (4)			—				—				(76	)			—
Adjusted net income		$	1,510			$	4,039			$	2,109			$	5,336
Diluted earnings per share:
Reported net income (loss)		$	(0.04	)		$	0.05			$	(0.15	)		$	(0.05	)
Adjusted net income		$	0.07			$	0.19			$	0.10			$	0.25
Weighted average number of common shares outstanding:
Diluted (5)			22,037				21,349				22,101				21,541

 

(1) Applicable to common stockholders

(2) Reflects the elimination of non-cash amortization of acquisition-related intangible assets

(3) Reflects the add back of acquisition/integration related transaction costs

(4) Reflects adjustment to earn-out fair value

(5) Reflects adjustment for dilution when adjusted net income is positive

 

 

 

 

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BALANCE SHEETS

(In thousands, except per share amounts)

		June 30,				December 31,
		2023				2022
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	2,980			$	9,564
Accounts receivable, less allowance for doubtful accounts of $2,096    and $2,176 as of June 30, 2023 and December 31, 2022, respectively			45,477				45,891
Prepaid expenses and other current assets			3,153				2,310
Total current assets			51,610				57,765
Goodwill			84,258				84,258
Intangible assets, net			29,673				33,557
Property and equipment, net, and other assets			5,090				5,911
Total assets		$	170,631			$	181,491
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	36,609			$	32,207
Other current liabilities			3,362				4,689
Current portion of notes payable			1,159				1,159
Total current liabilities			41,130				38,055
Notes payable, net			58,867				70,573
Other long-term liabilities			1,522				1,724
Total liabilities			101,519				110,352
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares    issued and outstanding as of June 30, 2023 and December 31, 2022			—				—
Common stock, $0.001 par value, 200,000 shares authorized,    19,782 and 19,696 shares issued and outstanding as    of June 30, 2023 and December 31, 2022, respectively			20				20
Additional paid-in capital			174,759				173,876
Accumulated deficit			(105,667	)			(102,757	)
Total stockholders’ equity			69,112				71,139
Total liabilities and stockholders’ equity		$	170,631			$	181,491

# # #

 

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v3.23.2

Cover	Aug. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 14, 2023
Entity File Number	001-36451
Entity Registrant Name	QUEST RESOURCE HOLDING CORPORATION
Entity Central Index Key	0001442236
Entity Tax Identification Number	51-0665952
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3481 Plano Parkway
Entity Address, City or Town	The Colony
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75056
City Area Code	(972)
Local Phone Number	464-0004
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	QRHC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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