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):  March 11, 2021

 

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 March 11, 2021.  

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 www.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 March 11, 2021, entitled “Quest Resource Holding Corporation Reports 2020 Financial Results”  

 


 

 


 

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: March 11, 2021

By:

/s/ S. Ray Hatch

 

 

 

Name:  

S. Ray Hatch

 

 

 

Title: 

President and Chief Executive Officer

 

 

 

 

 

 

 

Exhibit 99.1

Quest Resource Holding Corporation Reports 2020 Financial Results

 

THE COLONY, TX – March 11, 2021 – Quest Resource Holding Corporation (NASDAQ: QRHC) ("Quest"), a national leader in environmental waste and recycling services, today announced financial results for the fourth quarter and year ended December 31, 2020.

Fourth Quarter 2020 Highlights

Revenue was $27.7 million, a 20.5% increase compared with the fourth quarter of 2019.

Gross profit was $5.6 million, a 19.7% increase compared with the fourth quarter of 2019.

Gross margin was 20.2% of revenue compared with 20.3% for the fourth quarter of 2019.

Net income per share attributable to common stockholders was $0.01, compared with $0.00 per share during the fourth quarter of 2019.  

Adjusted EBITDA was $1.8 million, a 110.3% increase compared with the fourth quarter of 2019.

Year ended December 31, 2020 Highlights

Revenue was $98.7 million, compared to $99.0 million during 2019.

Gross profit was $19.1 million, a 1.8% increase compared with 2019.

Gross margin increased 40 basis points to 19.3% of revenue compared with 18.9% for 2019.

Net income (loss) per share attributable to common stockholders improved to $0.05, compared with $(0.00) per share during 2019.  

Adjusted EBITDA was $4.5 million, a 33.6% increase compared with 2019.

“Due to the diversification of our end markets, the variable-cost structure of our business model, the essential nature of our services, and the resilience of our people; during this past year we overcame many of the challenges related to the pandemic.  We finished 2020 strong, with more than 9% organic revenue growth in the fourth quarter (excluding Green Remedies) and more than doubling our Adjusted EBITDA during the fourth quarter.  Financial performance also benefitted from the Green Remedies Waste & Recycling acquisition, which included revenue of approximately $2.6 million and net income of approximately $550,000 since the closing on October 19, 2020,” said S. Ray Hatch, President and Chief Executive Officer. “The positive momentum we saw in the back half of 2020 has continued in the new year.  As such, we expect growth of new and existing customers will continue to offset the COVID-related downturn that we continue to experience in certain end markets.”

2020 Earnings Conference Call and Webcast

Quest will conduct a conference call Thursday, March 11, 2021, at 5:00 PM ET, to review the financial results for the fourth quarter and fiscal year ended December 31, 2020. Investors interested in participating on the live call can dial 1-800-263-0877 within the U.S. or 1-646-828-8143 from abroad, referencing conference ID: 9502038.  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, a non-GAAP financial measure, "Adjusted EBITDA," is presented. From time-to-time, Quest considers and uses this supplemental measure 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 this non-GAAP measure because it considers it an important supplemental measure of Quest's performance. Quest's definition of this adjusted financial measure may differ from similarly named measures used by others. Quest believes this measure facilitates 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. This non-GAAP measure has limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company's GAAP measures. (See attached table "Reconciliation of Net Income (Loss) to Adjusted EBITDA.")

About Quest Resource Holding Corporation

Quest is a national provider of waste and recycling services to customers from across multiple industry sectors that are typically larger, multi-location businesses.  Quest provides businesses with a single source service solution for the reuse, recycling, and disposal of a wide variety of waste streams and recyclables generated by their operations.  In addition, Quest’s programs and services enable customers to address their environmental and sustainability goals and responsibilities. Quest provides information that tracks and reports the environmental results of Quest’s services, provides actionable data to improve business operations, and enables customers to address their environmental and sustainability goals and responsibilities.  For more information, visit https://www.questrmg.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, the positive momentum we saw in the back half of 2020 has continued in the new year and we expect growth of new and existing customers will continue to offset the COVID-related downturn that we continue to experience in certain end markets.  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 Report on Form 10-K for the year ended December 31, 2020.  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

 

 

Years Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Revenue

 

$

27,658

 

 

$

22,959

 

 

$

98,660

 

 

$

98,979

 

Cost of revenue

 

 

22,077

 

 

 

18,297

 

 

 

79,605

 

 

 

80,253

 

Gross profit

 

 

5,581

 

 

 

4,662

 

 

 

19,055

 

 

 

18,726

 

Selling, general, and administrative

 

 

4,463

 

 

 

4,153

 

 

 

17,141

 

 

 

16,816

 

Depreciation and amortization

 

 

346

 

 

 

333

 

 

 

1,164

 

 

 

1,315

 

Total operating expenses

 

 

4,809

 

 

 

4,486

 

 

 

18,305

 

 

 

18,131

 

Operating income (loss)

 

 

772

 

 

 

176

 

 

 

750

 

 

 

595

 

Other income

 

 

 

 

 

 

 

 

1,408

 

 

 

 

Interest expense

 

 

(458

)

 

 

(87

)

 

 

(702

)

 

 

(431

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

(168

)

 

 

 

Income before taxes

 

 

314

 

 

 

89

 

 

 

  1,288

 

 

 

164

 

Income tax expense

 

 

190

 

 

 

55

 

 

 

254

 

 

 

219

 

Net income (loss)

 

$

124

 

 

$

34

 

 

$

1,034

 

 

$

(55

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed dividend for warrant down round feature

 

 

 

 

 

 

 

 

(205)

 

 

 

 

 

Net income (loss) applicable to common stockholders

 

$

124

 

 

$

34

 

 

 

$

 

829

 

 

 

 

$

 

(55

 

)

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.01

 

 

$

0.00

 

 

$

0.05

 

 

$

(0.00

)

Diluted

 

$

0.01

 

 

$

0.00

 

 

$

0.05

 

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,467

 

 

 

15,369

 

 

 

16,661

 

 

 

15,347

 

Diluted

 

 

18,801

 

 

 

15,417

 

 

 

16,756

 

 

 

15,347

 

 

 

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

 

 

 

 

Three Months Ended

 

 

Years Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss)

 

$

124

 

 

$

34

 

 

$

1,034

 

 

$

(55

)

Depreciation and amortization

 

 

404

 

 

 

347

 

 

 

1,277

 

 

 

1,402

 

Interest expense

 

 

458

 

 

 

87

 

 

 

702

 

 

 

431

 

Stock-based compensation expense

 

 

387

 

 

 

327

 

 

 

1,488

 

 

 

1,086

 

Acquisition, integration, and related costs

 

 

207

 

 

 

 

 

 

743

 

 

 

 

Other adjustments

 

 

17

 

 

 

 

 

 

(1,048

)

 

 

248

 

Income tax expense

 

 

190

 

 

 

55

 

 

 

254

 

 

 

219

 

Adjusted EBITDA

 

$

1,787

 

 

$

850

 

 

$

4,450

 

 

$

3,331

 


 

 

 

BALANCE SHEETS

(In thousands, except per share amounts)

 

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,516

 

 

$

3,411

 

Accounts receivable, less allowance for doubtful accounts of $935

and $767 as of December 31, 2020 and 2019, respectively

 

 

17,421

 

 

 

13,900

 

Prepaid expenses and other current assets

 

 

1,069

 

 

 

1,110

 

Total current assets

 

 

26,006

 

 

 

18,421

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

66,310

 

 

 

58,208

 

Intangible assets, net

 

 

6,529

 

 

 

1,591

 

Property and equipment, net, and other assets

 

 

3,384

 

 

 

2,436

 

Total assets

 

$

102,229

 

 

$

80,656

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

15,247

 

 

$

13,317

 

Other current liabilities

 

 

1,393

 

 

 

19

 

Current portion of notes payable

 

 

624

 

 

 

 

Total current liabilities

 

 

17,264

 

 

 

13,336

 

 

 

 

 

 

 

 

 

 

Notes payable, net

 

 

14,948

 

 

 

4,535

 

Other long-term liabilities, net

 

 

1,974

 

 

 

1,141

 

Total liabilities

 

 

34,186

 

 

 

19,012

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000 shares authorized, no

shares issued or outstanding as of December 31, 2020 and 2019

 

 

 

 

 

 

Common stock, $0.001 par value, 200,000 shares authorized,

18,413 and 15,373 shares issued and outstanding as

of December 31, 2020 and 2019, respectively

 

 

18

 

 

 

15

 

Additional paid-in capital

 

 

166,425

 

 

 

160,858

 

Accumulated deficit

 

 

(98,400

)

 

 

(99,229

)

Total stockholders’ equity

 

 

68,043

 

 

 

61,644

 

Total liabilities and stockholders’ equity

 

$

102,229

 

 

$

80,656

 

 

# # #