8-K
Quest Resource Holding Corp (QRHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| CURRENT REPORT<br><br>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<br><br><br><br>Date of report (Date of earliest event reported): November 7, 2024<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, Suite 100, 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 November 7, 2024.
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 November 7, 2024, entitled “Quest Resource Holding Corporation Reports Third Quarter 2024 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: November 7, 2024 | By: | /s/ S. Ray Hatch | |
| Name: | S. Ray Hatch | ||
| Title: | President and Chief Executive Officer |
EX-99.1
Exhibit 99.1
Quest Resource Holding Corporation Reports Third Quarter 2024 Financial Results
New client onboarding progressing as expected, with third quarter revenue run rate from new client wins secured during 2024 achieving approximately 60% of expected fully ramped run rate
New automated vendor management system is demonstrating increased efficiencies and improved service levels, but has temporarily resulted in higher than expected costs in support of the transition
Pace of new client wins continues with significant new client wins in food distribution and automotive service end markets
THE COLONY, TX – November 7, 2024 – Quest Resource Holding Corporation (Nasdaq: QRHC) (“Quest” or the “Company”), a national leader in environmental waste and recycling services, today announced financial results for the third quarter ended September 30, 2024.
“We were very active during the third quarter: securing significant new client wins, onboarding a record number of new clients and expanding engagements with existing ones. New client onboarding, combined with strong demand from existing clients added approximately $16 million in revenue during the third quarter. However, growth was partially offset by weaker than expected conditions at certain clients in our industrial end markets and isolated client attrition. In addition, during the third quarter we implemented our vendor management system, which temporarily caused a significantly higher than expected increase in cost of revenue and incremental SG&A in support of the transition,” said S. Ray Hatch, President and Chief Executive Officer of Quest.
“As a result of the hard work of our team, we have received high marks from new clients, several of which have already been reference clients, helping us to continue to grow our pipeline of new business. In addition, we have made significant progress and are in the final stages of selecting lenders to refinance our debt. Based on initial proposals, the refinancing is on track to be completed by the end of the year, and we expect both a significant reduction in interest expense and improved terms. Based on the continued ramp of new business and increasing efficiencies, we expect to show year-over-year increases in revenue and profitability during the fourth quarter. During 2025 and beyond, we expect to continue to drive significant growth from new clients and improving profitability from efficiency gains and earnings leverage.”
Third Quarter 2024 Highlights
- Revenue was $72.8 million, a 3.3% increase compared with the third quarter of 2023.
- Gross profit was $11.7 million, a 5.9% decrease compared with the third quarter of 2023.
- Gross margin was 16.1% of revenue compared with 17.7% for the third quarter of 2023.
- GAAP net loss was $(3.4) million, compared with GAAP net loss of $(2.1) million during the third quarter of 2023.
- GAAP net loss per basic and diluted share attributable to common stockholders was $(0.16), compared with $(0.10) for the third quarter of 2023.
- Adjusted EBITDA was $2.5 million, compared with $3.7 million during the third quarter of 2023.
- Adjusted net loss per diluted share was $(0.06), compared with adjusted net income of $0.02 per diluted share during the third quarter of 2023.
Year-to-Date 2024 Highlights (September 30, 2024)
Revenue was $218.6 million, a 0.2% decrease compared with the same period of 2023.
Gross profit was $39.3 million, a 1.8% increase compared with the same period of 2023.
Gross margin was 18.0% of revenue compared with 17.6% during the same period of 2023.
GAAP net loss was $(5.6) million, compared with GAAP net loss of $(5.0) million during the same period of 2023.
GAAP net loss per basic and diluted share attributable to common stockholders was $(0.27), compared with $(0.25) during the same period of 2023.
Year-to-date Adjusted EBITDA was $12.8 million compared to $12.7 million during the same period of 2023.
Adjusted net income per diluted share was $0.05, compared with $0.12 per diluted share during the same period of 2023.
Recent Highlights
- Secured a new client in the food distribution business that is expected to produce seven figures of annual revenue.
- Secured a new automotive service client win that is expected to produce seven figures of annual revenue.
- Completed the integration of automated accounts payable processing system with solid waste vendors, processing approximately 70% of invoices with zero human interaction and 100% of invoices audited at the service line-item level according to contractual terms.
- Progress in refinancing of existing debt, on track for completion by the end of 2024 with significantly better terms.
Third Quarter 2024 Earnings Conference Call and Webcast:
Quest will host a conference call on Thursday, November 7, 2024, at 5:00 PM ET, to review the financial results for the third quarter ended September 30, 2024. To participate, dial 1-800-717-1738 or 1-646-307-1865. 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.
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.
Reconciliation of U.S. GAAP to Non-GAAP Financial Measures
In this press release, non-GAAP financial measures, “Adjusted EBITDA” and “Adjusted Net Income (Loss)” 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 Loss to Adjusted EBITDA” and “Adjusted Net Income Per Share”).
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 we will show year-over-year increases in revenue and profitability during the fourth quarter, our expectation that we will continue to drive significant growth from new customers and improving profitability from efficiency gains and earnings leverage during 2025 and beyond, our expectation that our new client wins will produce seven figures of annual revenue and our belief that we will be
able to refinance our existing debt by the end of 2024 on better terms. 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, extended shut down of businesses, and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the year ended December 31, 2023. 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
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue | $ | 72,766 | $ | 70,425 | $ | 218,562 | $ | 219,036 | ||||
| Cost of revenue | 61,066 | 57,995 | 179,294 | 180,471 | ||||||||
| Gross profit | 11,700 | 12,430 | 39,268 | 38,565 | ||||||||
| Selling, general, and administrative | 10,273 | 9,620 | 29,457 | 28,250 | ||||||||
| Depreciation and amortization | 2,368 | 2,342 | 7,094 | 7,219 | ||||||||
| Total operating expenses | 12,641 | 11,962 | 36,551 | 35,469 | ||||||||
| Operating income (loss) | (941 | ) | 468 | 2,717 | 3,096 | |||||||
| Interest expense | (2,723 | ) | (2,408 | ) | (7,807 | ) | (7,407 | ) | ||||
| Loss before taxes | (3,664 | ) | (1,940 | ) | (5,090 | ) | (4,311 | ) | ||||
| Income tax expense (benefit) | (278 | ) | 111 | 465 | 650 | |||||||
| Net loss | $ | (3,386 | ) | $ | (2,051 | ) | $ | (5,555 | ) | $ | (4,961 | ) |
| Net loss applicable to common stockholders | $ | (3,386 | ) | $ | (2,051 | ) | $ | (5,555 | ) | $ | (4,961 | ) |
| Net loss per common share: | ||||||||||||
| Basic | $ | (0.16 | ) | $ | (0.10 | ) | $ | (0.27 | ) | $ | (0.25 | ) |
| Diluted | $ | (0.16 | ) | $ | (0.10 | ) | $ | (0.27 | ) | $ | (0.25 | ) |
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic | 20,666 | 20,060 | 20,542 | 19,985 | ||||||||
| Diluted | 20,666 | 20,060 | 20,542 | 19,985 |
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
(Unaudited)
(In thousands)
| Three Months Ended<br>September 30, | Nine Months Ended <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net loss | $ | (3,386 | ) | $ | (2,051 | ) | $ | (5,555 | ) | $ | (4,961 | ) |
| Depreciation and amortization | 2,613 | 2,438 | 7,714 | 7,486 | ||||||||
| Interest expense | 2,723 | 2,408 | 7,807 | 7,407 | ||||||||
| Stock-based compensation expense | 571 | 289 | 1,291 | 950 | ||||||||
| Acquisition, integration, and related costs | 30 | 374 | 91 | 1,026 | ||||||||
| Other adjustments | 261 | 141 | 980 | 172 | ||||||||
| Income tax expense (benefit) | (278 | ) | 111 | 465 | 650 | |||||||
| Adjusted EBITDA | $ | 2,534 | $ | 3,710 | $ | 12,793 | $ | 12,730 |
ADJUSTED NET INCOME (LOSS) PER SHARE
(Unaudited)
(In thousands)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Reported net loss (1) | $ | (3,386 | ) | $ | (2,051 | ) | $ | (5,555 | ) | $ | (4,961 | ) |
| Amortization of intangibles (2) | 2,209 | 2,224 | 6,650 | 6,668 | ||||||||
| Acquisition, integration, and related costs (3) | 30 | 374 | 91 | 1,026 | ||||||||
| Other adjustments (4) | — | 2 | — | (75 | ) | |||||||
| Adjusted net income (loss) | $ | (1,147 | ) | $ | 549 | $ | 1,186 | $ | 2,658 | |||
| Diluted earnings (loss) per share: | ||||||||||||
| Reported net loss | $ | (0.16 | ) | $ | (0.10 | ) | $ | (0.27 | ) | $ | (0.25 | ) |
| Adjusted net income (loss) | $ | (0.06 | ) | $ | 0.02 | $ | 0.05 | $ | 0.12 | |||
| Weighted average number of common shares outstanding: | ||||||||||||
| Diluted (5) | 20,666 | 22,425 | 22,873 | 22,218 |
(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 adjustments to earn-out fair value
(5) Reflects adjustment for dilution when adjusted net income is positive
BALANCE SHEETS
(In thousands, except per share amounts)
| December 31, | |||||
|---|---|---|---|---|---|
| 2023 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 1,133 | $ | 324 | ||
| Accounts receivable, less allowance for doubtful accounts of 1,990 and 1,582 as of September 30, 2024 and December 31, 2023, respectively | 60,125 | 58,147 | |||
| Prepaid expenses and other current assets | 3,310 | 2,142 | |||
| Total current assets | 64,568 | 60,613 | |||
| Goodwill | 85,828 | 85,828 | |||
| Intangible assets, net | 20,006 | 26,052 | |||
| Property and equipment, net, and other assets | 7,753 | 4,626 | |||
| Total assets | 178,155 | $ | 177,119 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable and accrued liabilities | 39,947 | $ | 41,296 | ||
| Other current liabilities | 1,434 | 2,470 | |||
| Current portion of notes payable | 1,159 | 1,159 | |||
| Total current liabilities | 42,540 | 44,925 | |||
| Notes payable, net | 71,901 | 64,638 | |||
| Other long-term liabilities | 946 | 1,275 | |||
| Total liabilities | 115,387 | 110,838 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity: | |||||
| Preferred stock, 0.001 par value, 10,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023 | — | — | |||
| Common stock, 0.001 par value, 200,000 shares authorized, 20,464 and 20,161 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 20 | 20 | |||
| Additional paid-in capital | 178,351 | 176,309 | |||
| Accumulated deficit | (115,603 | ) | (110,048 | ) | |
| Total stockholders’ equity | 62,768 | 66,281 | |||
| Total liabilities and stockholders’ equity | 178,155 | $ | 177,119 |
All values are in US Dollars.