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):  November 16, 2020<br><br><br><br><br><br>QUEST RESOURCE HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada	001-36451	51-0665952
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(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3481 Plano Parkway, The Colony, Texas	75056
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(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 16, 2020.

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
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99.1	Press Release from Quest Resource Holding Corporation, dated November 16, 2020, entitled “Quest Resource Holding Reports Third Quarter 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: November 16, 2020	By:	/s/ S. Ray Hatch
		Name:	S. Ray Hatch
		Title:	President and Chief Executive Officer

qrhc-ex991_6.htm

Exhibit 99.1

Quest Resource Holding Reports Third Quarter 2020 Financial Results

THE COLONY, TX – November 16, 2020 -- Quest Resource Holding Corporation (NASDAQ: QRHC) ("Quest"), a national leader in environmental waste and recycling services, today announced financial results for the third quarter ended September 30, 2020.

Third Quarter 2020 Highlights

•	Revenue was $23.7 million, a 0.9% decrease compared with the third quarter of 2019.
•	Gross profit was $4.6 million, a 4.5% decrease compared with the third quarter of 2019.
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•	Gross margin was 19.2% of revenue, compared with 19.9% for the third quarter of 2019.
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•	Operating expenses decreased 2.4% to $4.4 million and included $355,000 ($0.02 per share) of professional fee expenses related to M&A related activities.
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•	Net (loss) income per share attributable to common stockholders was $(0.02) compared with $0.00 during the third quarter of 2019.  Included within the net loss per share for the third quarter was a non-cash deemed dividend adjustment of $(205,000), or $(0.01) per share, attributable to a change in warrants issued in a March 2016 public offering of common stock.
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•	Adjusted EBITDA increased 15.0% to $989,000, compared with $860,000 during the third quarter of 2019.
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Year-to-Date 2020 Highlights (September 30, 2020)

•	Revenue was $71.0 million, a 6.6% decrease compared with the same period of 2019.
•	Gross profit was $13.5 million, a 4.2% decrease compared with the same period of 2019.
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•	Gross margin was 19.0% of revenue, a 50 basis point improvement compared with 18.5% for the same period of 2019.
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•	Other income of $1.4 million, or $0.09 per share, represented the use of PPP Loan proceeds to fund eligible expenses under the CARES Act.
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•	Net income (loss) per share attributable to common shareholders improved to $0.04, compared with $(0.01) during the same period of 2019.  Included within the net loss per share for the third quarter was a non-cash deemed dividend adjustment of $(205,000), or $(0.01) per share, attributable to anti-dilution provisions of warrants issued in a March 2016 public offering of common stock.
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•	Year-to-date Adjusted EBITDA was $2.7 million, a 7.4% increase compared to the same period of 2019.
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“We delivered 15% growth in Adjusted EBITDA during the third quarter, reflecting stability in our customer base, our flexible cost structure, and a tight control over costs.  While customer activity levels in those end markets that were most severely impacted by COVID-19 are still below last year, volumes have improved sequentially and are stabilizing.  Partially offsetting the headwind in these markets, we continue to see strength in other areas, such as grocery and specialty retail, which make up a large portion of our overall mix,” said S. Ray Hatch, President and Chief Executive Officer.  “While there is still near-term uncertainty regarding the direction and pace of an economic recovery, we are encouraged that since the end of the quarter, we have seen pockets of growth from the expansion of programs with existing customers and the movement of new opportunities in our sales pipeline.

In addition, we completed our first acquisition as part of our broader M&A strategy, further leveraging the scale and scope of our national service platform.  The acquisition of Green Remedies Waste & Recycling brings the potential for additional growth in an attractive end market, as well as significant EBITDA contribution. We expect that continued support of our customers, organic growth opportunities in our pipeline, and contributions from acquisitions like Green Remedies provide diversified revenue mix, ongoing revenue and gross profit growth, increased profitability through operating leverage, and attractive shareholder returns.”

Third Quarter 2020 Earnings Conference Call and Webcast

Quest will conduct a conference call today, November 16, 2020, at 5:00 PM ET, to review the financial results for the third quarter ended September 30, 2020. Investors interested in participating on the live call can dial 1-866-548-4713 within the U.S. or 1-323-794-2093 from abroad, referencing conference ID: 2631839.  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 http://investors.qrhc.com/. 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.  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 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 we have operations in place to sustainably support profitability while consistently providing excellent customer service;  our belief that our outlook for growth from our existing customer base remains solid and our pipeline of new business is growing;  our belief that our acquisition of Green Remedies Waste & Recycling brings the potential for additional growth and significant EBITDA contribution; our expectation that continued support of our customers, organic growth opportunities in our pipeline, and contributions from acquisitions like Green Remedies provide diversified revenue mix, ongoing revenue and gross profit growth, increased profitability through operating leverage, and attractive shareholder returns; and our belief that the financial measures contained in this press release facilitate operating performance comparisons from period to period.  These statements are based on our current expectations, estimates, projections, beliefs, and assumptions.  Such statements involve significant risks and uncertainties. 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
	September 30,
	2020			2019
Revenue	$	23,701			$	23,926			71,002			76,020
Cost of revenue		19,144				19,154			57,527			61,956
Gross profit		4,557				4,772			13,475			14,064
Selling, general, and administrative		4,291				4,221			12,678			12,663
Depreciation and amortization		150				330			818			982
Total operating expenses		4,441				4,551			13,496			13,645
Operating income (loss)		116				221			(21	)		419
Other income		150				—			1,408			—
Interest expense		(73	)			(119	)		(244	)		(344	)
Loss on extinguishment of debt		(168	)			—			(168	)		—
Income before taxes		25				102			975			75
Income tax expense		92				55			64			165
Net income (loss)	$	(67	)		$	47			911			(90	)
Deemed dividend for warrant down round feature		(205	)			—			(205)			—
Net income (loss) applicable to common stockholders	$	(272	)		$	47			706			(90	)
Net income (loss) per common share:
Basic	$	(0.02	)		$	0.00			0.04			(0.01	)
Diluted	$	(0.02	)		$	0.00			0.04			(0.01	)
Weighted average number of common shares outstanding:
Basic		17,290				15,350			16,055			15,340
Diluted		17,290				15,399			16,070			15,340

All values are in US Dollars.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2020			2019		2020			2019
Net income (loss)	$	(67	)	$	47	$	911		$	(90	)
Depreciation and amortization		176			354		872			1,056
Interest expense		73			119		244			344
Stock-based compensation expense		324			285		1,101			758
Other adjustments		391			—		(528	)		248
Income tax expense		92			55		64			165
Adjusted EBITDA	$	989		$	860	$	2,664		$	2,481

BALANCE SHEETS

(In thousands, except per share amounts)

			December 31,
			2019
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	6,427		$	3,411
Accounts receivable, less allowance for doubtful accounts of 873<br>and 767 as of September 30, 2020 and December 31, 2019, respectively	15,151			13,900
Prepaid expenses and other current assets	1,343			1,110
Total current assets	22,921			18,421
Goodwill	58,208			58,208
Intangible assets, net	915			1,591
Property and equipment, net, and other assets	2,545			2,436
Total assets	84,589		$	80,656
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	13,011		$	13,317
Deferred revenue and other current liabilities	22			19
Total current liabilities	13,033			13,336
Revolving credit facility, net	4,163			4,535
Other long-term liabilities	659			1,141
Total liabilities	17,855			19,012
Commitments and contingencies
Stockholders’ equity:
Preferred stock, 0.001 par value, 10,000 shares authorized, no<br>shares issued or outstanding as of September 30, 2020 and December 31, 2019	—			—
Common stock, 0.001 par value, 200,000 shares authorized,<br>18,381 and 15,373 shares issued and outstanding as<br>of September 30, 2020 and December 31, 2019, respectively	18			15
Additional paid-in capital	165,239			160,858
Accumulated deficit	(98,523	)		(99,229	)
Total stockholders’ equity	66,734			61,644
Total liabilities and stockholders’ equity	84,589		$	80,656

All values are in US Dollars.

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