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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): May 12, 2025

 

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 May 12, 2025.

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 May 12, 2025, entitled “Quest Resource Holding Corporation Reports First Quarter 2025 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: May 12, 2025

By:

/s/ Brett W. Johnston

 

Name:

Brett W. Johnston

Title:

Senior Vice President and

Chief Financial Officer

 

 

 

 

 


EX-99.1 2 qrhc-ex99_1.htm EX-99.1 EX-99.1

img135785737_0.jpg

Exhibit 99.1

Quest Resource Holding Corporation Reports First Quarter 2025 Financial Results

Operating performance in line with expectations

Sale of non-core business for $5 million used to pay down debt

Savings of $3 million annually through elimination of costs associated with sold non-core business, and reduction of headcount

Amended agreements with existing lenders to provide additional financial flexibility

Focus on performance culture, implementation of short-term initiatives, and development of long-term efficiency programs are on track

THE COLONY, TX – May 12, 2025 – 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 first quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights

Revenue was $68.4 million, a 5.8% decrease compared with the first quarter of 2024.
Gross profit was $10.9 million, a 22.1% decrease compared with the first quarter of 2024.
Gross margin was 16.0% of revenue, compared with 19.3% during the first quarter of 2024.
GAAP net loss per basic and diluted share attributable to common stockholders was $(0.50), compared with $(0.03) per share during the first quarter of 2024.
Recognized a non-cash loss on sale of assets of $4.4 million, or $(0.21) per diluted share, related to the sale of the tenant-direct mall portion of RWS. Recognized a non-cash loss of $1.7 million, or ($0.08) per diluted share, related to an impairment charge on intangible assets.
Adjusted EBITDA was $1.6 million compared with 5.1 million during the first quarter of 2024.
Adjusted net loss per diluted share was $(0.14), compared with adjusted net income of $0.08 per diluted share during the first quarter of 2024.

Recent Highlights:

Completed the sale of non-core portion of RWS business, generating $5 million in cash proceeds, used to pay down debt.
Implemented a reduction in headcount, which combined with the sale of non-core business and ongoing efficiency improvement, is on track to reduce SG&A by approximately $3 million on an annualized basis.
Added new CEO and Senior VP Operations with deep industry experience and with a focus on operating performance.
Initiated short-term initiatives and developing long-term efficiency programs focused on increasing earnings, generating cash, and improving operating efficiencies.
Successfully continued to ramp new customers added during 2024.
Amended agreements with existing lenders to provide additional financial flexibility.

 

“First quarter financial results were in-line with our expectations and indicative of the temporary increase in costs and other factors we described last quarter, but not yet reflective of the performance-focused actions we are developing and implementing to improve operating efficiencies and financial performance. Through the decisive actions of our team, we were able to successfully complete a reduction in staffing levels and the sale of a non-core portion of our RWS business, both of which we expect will drive profitability improvements and more consistency in future financial results. We are committed to generating cash, increasing profitability and paying down debt, and we believe we are on course to deliver ongoing improvements going forward,” said Dan M. Friedberg, Chairman of the Company’s Board of Directors.

 


 

Perry Moss, Quest’s Chief Executive Officer, said, "I am proud of the team’s commitment to our “performance culture” and we are working together to develop and implement short- and long-term initiatives. We are successfully adding and onboarding blue chip clients, continuing to provide differentiated value-added service to clients, while at the same time taking significant actions to drive efficiencies and accountability across the organization. The actions now underway are beginning to normalize operations and will help position Quest to drive positive long-term results. Importantly, we have a robust pipeline and a strong value proposition, which we expect to translate into new customers and share of wallet growth with existing customers.”

 

First Quarter 2025 Earnings Conference Call and Webcast:

Quest will host a conference call on Monday, May 12, 2025, at 5:00 PM ET, to review the financial results for the first quarter ended March 31, 2025. To participate, dial 877-545-0320 within the U.S. or 973-528-0002 from abroad, referencing access code: 475107. Investors can also access the call online through a listen-only webcast on the investor relations section of Quest’s website at http://investors.qrhc.com/. The webcast, which may include forward-looking information, will be archived on the Quest investor relations website for at least 90 days.

 

About Quest Resource Holding Corporation

Quest is a national provider of waste and recycling services that empower 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 them 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 (Loss) 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 our reduction in staffing levels and the sale of a non-core portion of our RWS business will drive profitability improvements and more consistency in future financial results, and our belief that we are on course to deliver ongoing improvements going forward. 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, 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 Annual Report on Form 10-K for the year ended December 31, 2024. 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
March 31,

 

 

 

2025

 

 

2024

 

 

 

(unaudited)

 

Revenue

 

$

68,430

 

 

$

72,651

 

Cost of revenue

 

 

57,499

 

 

 

58,615

 

Gross profit

 

 

10,931

 

 

 

14,036

 

Operating expenses:

 

 

 

 

 

 

Selling, general, and administrative

 

 

11,412

 

 

 

9,798

 

Depreciation and amortization

 

 

1,543

 

 

 

2,362

 

Loss on sale of assets

 

 

4,430

 

 

 

 

Impairment loss

 

 

1,707

 

 

 

 

Total operating expenses

 

 

19,092

 

 

 

12,160

 

Operating income (loss)

 

 

(8,161

)

 

 

1,876

 

Interest expense

 

 

(2,267

)

 

 

(2,472

)

Loss before taxes

 

 

(10,428

)

 

 

(596

)

Income tax expense (benefit)

 

 

(22

)

 

 

59

 

Net loss

 

$

(10,406

)

 

$

(655

)

Net loss per share applicable to common stockholders

 

 

 

 

 

 

Basic and diluted

 

$

(0.50

)

 

$

(0.03

)

Weighted average number of common shares outstanding

 

 

 

 

 

 

Basic and diluted

 

 

20,859

 

 

 

20,380

 

 

 


 

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2024

 

Net loss

 

$

(10,406

)

 

$

(655

)

Depreciation and amortization

 

 

1,746

 

 

 

2,496

 

Interest expense

 

 

2,267

 

 

 

2,472

 

Stock-based compensation expense

 

 

662

 

 

 

357

 

Acquisition, integration, and related costs

 

 

 

 

 

42

 

Loss on sale of assets

 

 

4,430

 

 

 

 

Impairment loss

 

 

1,707

 

 

 

 

Other adjustments

 

 

1,171

 

 

 

349

 

Income tax expense (benefit)

 

 

(22

)

 

 

59

 

Adjusted EBITDA

 

$

1,555

 

 

$

5,120

 

 

ADJUSTED NET INCOME (LOSS) PER SHARE

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2024

 

Reported net loss (1)

 

$

(10,406

)

 

$

(655

)

Amortization of intangibles (2)

 

 

1,364

 

 

 

2,322

 

Acquisition, integration, and related costs (3)

 

 

 

 

 

42

 

Loss on sale of assets

 

 

4,430

 

 

 

 

Impairment loss

 

 

1,707

 

 

 

 

Adjusted net income (loss)

 

$

(2,905

)

 

$

1,709

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

       Reported net loss

 

$

(0.50

)

 

$

(0.03

)

       Adjusted net income (loss)

 

$

(0.14

)

 

$

0.08

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

Diluted (4)

 

 

20,859

 

 

 

22,550

 

 

(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 when adjusted net income is positive

 

 

 


 

BALANCE SHEETS

(In thousands, except per share amounts)

 

 

 

March 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,430

 

 

$

396

 

Accounts receivable, less allowance for doubtful accounts of $873
   and $831 as of March 31, 2025 and December 31, 2024, respectively

 

 

64,162

 

 

 

62,252

 

Prepaid expenses and other current assets

 

 

2,423

 

 

 

2,601

 

Assets held for sale

 

 

 

 

 

9,890

 

Total current assets

 

 

68,015

 

 

 

75,139

 

 

 

 

 

 

 

 

Goodwill

 

 

81,065

 

 

 

81,065

 

Intangible assets, net

 

 

10,277

 

 

 

12,946

 

Property and equipment, net, and other assets

 

 

6,302

 

 

 

6,495

 

Total assets

 

$

165,659

 

 

$

175,645

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

44,778

 

 

$

39,899

 

Deferred revenue

 

 

142

 

 

 

1,001

 

Current portion of notes payable

 

 

1,545

 

 

 

1,651

 

Liabilities held for sale

 

 

 

 

 

1,840

 

Total current liabilities

 

 

46,465

 

 

 

44,391

 

 

 

 

 

 

 

 

Notes payable, net

 

 

74,115

 

 

 

76,265

 

Other long-term liabilities

 

 

717

 

 

 

833

 

Total liabilities

 

 

121,297

 

 

 

121,489

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000 shares authorized, no shares
   issued and outstanding as of March 31, 2025 and December 31, 2024

 

 

 

 

 

 

Common stock, $0.001 par value, 200,000 shares authorized,
   20,606 and 20,606 shares issued and outstanding as
   of March 31, 2025 and December 31, 2024, respectively

 

 

21

 

 

 

21

 

Additional paid-in capital

 

 

179,858

 

 

 

179,246

 

Accumulated deficit

 

 

(135,517

)

 

 

(125,111

)

Total stockholders’ equity

 

 

44,362

 

 

 

54,156

 

Total liabilities and stockholders’ equity

 

$

165,659

 

 

$

175,645

 

# # #