8-K
Quest Resource Holding Corp (QRHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| CURRENT REPORT<br><br> <br>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<br><br> <br><br><br> <br>Date of report (Date of earliest event reported):<br> November 10, 2021<br><br> <br><br><br> <br>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) |
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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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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 8.01. | Other Events. |
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On November 9, 2021, the Company closed on its acquisition of the assets of an Kentucky based independent environmental services company.
On November 10, 2021, the Company issued a press release announcing the acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release, dated November 10, 2021. |
| 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: November 10, 2021 | By: | /s/ Laurie L. Latham | |
| Name: | Laurie L. Latham | ||
| Title: | Senior Vice President and Chief Financial Officer |
Quest Resource Holding Corporation AcquiresAsset-Light Waste Services Provider
The Colony, TX, November 10, 2021 - Quest ResourceHolding Corporation (Nasdaq: QRHC) ("Quest"), a national leader in environmental waste and recycling services, announced today that it has acquired the assets of a Kentucky-based independent environmental services company.
The total consideration of the acquisition at close is $2.15 million, which will be paid in a combination of cash and deferred compensation. During the Trailing Twelve Month (TTM) period ending on June 30, 2021, the acquired assets, which mainly consist of customer contracts, are estimated to have produced approximately $0.4 million of operating income and EBITDA.
“This business has built strong customer loyalty and has a reputation for delivering high levels of customer service, which makes it a direct fit with our customer-first approach to evaluating acquisition opportunities,” said Quest President and Chief Executive Officer S. Ray Hatch. “Their customers will add incremental volume to our business, and we look forward to providing additional value and offering broader service capabilities to this client base.”
Use of Non-GAAP FinancialMeasure
This press release includes Adjusted EBITDA which is a non-GAAP financial measure. EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization. The Company believes this non-GAAP measure provides useful information to shareholders regarding the target business.
About Quest ResourceHolding Corporation
Quest is a national provider of waste and recycling services that help businesses 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 belief in our ability maintain, or increase, the value proposition to acquired customers by leveraging the scale and scope of our services platform. These statements are based on our current expectations, estimates, projections, beliefs, and assumptions. Such statements involve significant risks and uncertainties, and actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including those 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, 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 RelationsContact:
Three Part Advisors, LLC - Joe Noyons • 817.778.8424