8-K
0001442236false00014422362022-08-152022-08-15

 

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 15, 2022

 

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. ☐

 

 

 

 

 


 

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 15, 2022.

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 15, 2022, entitled “Quest Resource Holding Corporation Reports Second Quarter 2022 Financial Results”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 


 

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 15, 2022

By:

/s/ S. Ray Hatch

 

 

 

Name:

S. Ray Hatch

 

 

 

Title:

President and Chief Executive Officer

 

 

 

 

 

 


Exhibit 99.1

Quest Resource Holding Corporation Reports Second Quarter 2022 Financial Results

THE COLONY, TX – August 15, 2022 – 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, 2022.

Second Quarter 2022 Highlights

Revenue was $76.9 million, a 108.7% increase compared with the second quarter of 2021.
Gross profit was $14.7 million, a 115.4% increase compared with the second quarter of 2021.
GAAP net income per diluted share attributable to common stockholders was $0.05, compared with $0.03 per share during the second quarter of 2021.
Adjusted EBITDA was $6.6 million, a 161.3% increase compared with the second quarter of 2021.
Adjusted net income per diluted share was $0.19 compared with $0.05 per diluted share during the second quarter of 2021.

Year-to-Date 2022 Highlights (June 30, 2022)

Revenue was $148.4 million, a 106.3% increase compared with the same period of 2021.
Gross profit was $25.9 million, a 95.6% increase compared with the same period of 2021.
GAAP net loss per diluted share attributable to common stockholders was $(0.05), compared with net income per share of $0.09 during the same period of 2021.
Year-to-date Adjusted EBITDA was $10.3 million, a 100.4% increase compared with the same period of 2021.
Adjusted net income per diluted share was $0.25, compared with $0.13 per diluted share during the same period of 2021.

"Second quarter results demonstrate the capability of our business model to deliver strong financial performance in a difficult economic environment. We continue to see strength in the activity levels and waste volumes generated across our end markets. And, by driving operational efficiencies and the flexibility of our agreements, we were able to offset inflationary and other cost pressures. In addition, we continue to generate profitable growth from: new customers, expansion with existing customers, and recent acquisitions,” said S. Ray Hatch, President and Chief Executive Officer. “We are making progress to optimize recent acquisitions and expect to continue to enhance the margin profile and contribution from these businesses. Overall, we are on track with our growth plans and expect continued profitable growth for 2022 and over the next several years from both organic and acquisitive sources.”

Second Quarter 2022 Earnings Conference Call and Webcast

Quest will conduct a conference call Monday, August 15, 2022, at 5:00 PM ET, to review the financial results for the second quarter ended June 30, 2022. Investors interested in participating on the live call can dial 1-888-394-8218 within the U.S. or 1-323-701-0225 from abroad, referencing conference ID: 7664116. The conference call, which may include forward-looking statements, is also being webcast and 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 it 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 to continue to enhance the margin profile and contribution from recent acquisitions and our expectation of continued momentum in 2022 and the next several years from both organic and acquisitive sources. 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 and the potential effect of inflationary pressures and increased interest rates on our costs of doing business, 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 Report on Form 10-K for the year ended December 31, 2021. 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

 

 


Quest Resource Holding Corporation and Subsidiaries

STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Revenue

 

$

76,905

 

 

$

36,858

 

 

$

148,427

 

 

$

71,960

 

Cost of revenue

 

 

62,236

 

 

 

30,048

 

 

 

122,510

 

 

 

58,710

 

Gross profit

 

 

14,669

 

 

 

6,810

 

 

 

25,917

 

 

 

13,250

 

Selling, general, and administrative

 

 

9,299

 

 

 

5,060

 

 

 

18,643

 

 

 

9,323

 

Depreciation and amortization

 

 

2,470

 

 

 

409

 

 

 

4,835

 

 

 

816

 

Total operating expenses

 

 

11,769

 

 

 

5,469

 

 

 

23,478

 

 

 

10,139

 

Operating income

 

 

2,900

 

 

 

1,341

 

 

 

2,439

 

 

 

3,111

 

Interest expense

 

 

(1,590

)

 

 

(550

)

 

 

(3,146

)

 

 

(1,111

)

Income (loss) before taxes

 

 

1,310

 

 

 

791

 

 

 

(707

)

 

 

2,000

 

Income tax expense

 

 

160

 

 

 

92

 

 

 

327

 

 

 

154

 

Net income (loss)

 

$

1,150

 

 

$

699

 

 

$

(1,034

)

 

$

1,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) applicable to common stockholders

 

$

1,150

 

 

$

699

 

 

$

(1,034

)

 

$

1,846

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.06

 

 

$

0.04

 

 

$

(0.05

)

 

$

0.10

 

Diluted

 

$

0.05

 

 

$

0.03

 

 

$

(0.05

)

 

$

0.09

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

19,279

 

 

 

18,823

 

 

 

19,262

 

 

 

18,665

 

Diluted

 

 

21,349

 

 

 

20,501

 

 

 

19,262

 

 

 

20,045

 

 

 


RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income (loss)

 

$

1,150

 

 

$

699

 

 

$

(1,034

)

 

$

1,846

 

Depreciation and amortization

 

 

2,550

 

 

 

481

 

 

 

4,987

 

 

 

957

 

Interest expense

 

 

1,590

 

 

 

550

 

 

 

3,146

 

 

 

1,111

 

Stock-based compensation expense

 

 

326

 

 

 

506

 

 

 

585

 

 

 

816

 

Acquisition, integration, and related costs

 

 

668

 

 

 

117

 

 

 

1,974

 

 

 

136

 

Other adjustments

 

 

113

 

 

 

64

 

 

 

309

 

 

 

117

 

Income tax expense

 

 

160

 

 

 

92

 

 

 

327

 

 

 

154

 

Adjusted EBITDA

 

$

6,557

 

 

$

2,509

 

 

$

10,294

 

 

$

5,137

 

 

ADJUSTED NET INCOME PER SHARE

(Unaudited)

(In thousands)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Reported net income (loss) (1)

 

$

1,150

 

 

$

699

 

 

$

(1,034

)

 

$

1,846

 

Amortization of intangibles (2)

 

 

2,221

 

 

 

289

 

 

 

4,396

 

 

 

578

 

Acquisition, integration, and related costs (3)

 

 

668

 

 

 

117

 

 

 

1,974

 

 

 

136

 

Adjusted net income

 

$

4,039

 

 

$

1,105

 

 

$

5,336

 

 

$

2,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Reported net income (loss)

 

$

0.05

 

 

$

0.03

 

 

$

(0.05

)

 

$

0.09

 

Adjusted net income

 

$

0.19

 

 

$

0.05

 

 

$

0.25

 

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (4)

 

 

21,349

 

 

 

20,501

 

 

 

21,541

 

 

 

20,045

 

 

(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 for dilution as adjusted net income is positive

 

 

 

 


BALANCE SHEETS

(In thousands, except per share amounts)

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,217

 

 

$

8,428

 

Accounts receivable, less allowance for doubtful accounts of $1,729
   and $841 as of June 30, 2022 and December 31, 2021, respectively

 

 

50,649

 

 

 

39,949

 

Prepaid expenses and other current assets

 

 

2,873

 

 

 

1,952

 

Total current assets

 

 

57,739

 

 

 

50,329

 

 

 

 

 

 

 

 

Goodwill

 

 

82,349

 

 

 

80,622

 

Intangible assets, net

 

 

37,614

 

 

 

39,119

 

Property and equipment, net, and other assets

 

 

4,587

 

 

 

5,596

 

Total assets

 

$

182,289

 

 

$

175,666

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

35,101

 

 

$

30,196

 

Other current liabilities

 

 

5,572

 

 

 

6,195

 

Current portion of notes payable

 

 

1,159

 

 

 

1,329

 

Total current liabilities

 

 

41,832

 

 

 

37,720

 

 

 

 

 

 

 

 

Notes payable, net

 

 

66,401

 

 

 

62,409

 

Other long-term liabilities

 

 

707

 

 

 

1,909

 

Total liabilities

 

 

108,940

 

 

 

102,038

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000 shares authorized, no
   shares issued or outstanding as of June 30, 2022 and December 31, 2021

 

 

 

 

 

 

Common stock, $0.001 par value, 200,000 shares authorized,
   19,117 and 19,046 shares issued and outstanding as
   of June 30, 2022 and December 31, 2021, respectively

 

 

19

 

 

 

19

 

Additional paid-in capital

 

 

171,073

 

 

 

170,318

 

Accumulated deficit

 

 

(97,743

)

 

 

(96,709

)

Total stockholders’ equity

 

 

73,349

 

 

 

73,628

 

Total liabilities and stockholders’ equity

 

$

182,289

 

 

$

175,666

 

# # #