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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): November 10, 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 November 10, 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 November 10, 2025, entitled “Quest Resource Holding Corporation Reports Third 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: November 10, 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 Third Quarter 2025 Financial Results

Revenue and Adjusted EBITDA improvements of 6.4% and 9.5%, respectively from the prior quarter

Reduced debt by $4.6 million in the quarter, bringing year-to-date debt reduction to $11.2 million

Operating cash flow of $5.7 million improved 45% from the prior quarter and increased the year-to-date total to $8.5M

 

THE COLONY, TX – November 10, 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 third quarter ended September 30, 2025.

Third Quarter 2025 Highlights

Revenue was $63.3 million, a 13.0% decrease compared with the third quarter of 2024, and a 6.4% increase from the second quarter of 2025.
Gross profit was $11.5 million, a 2.0% decrease compared with the third quarter of 2024, and a 3.9% increase from the second quarter of 2025.
Gross margin was 18.1% of revenue compared with 16.1% for the third quarter of 2024.
GAAP net loss was $(1.3) million, compared with the net loss of $(3.4) million during the third quarter of 2024.
GAAP net loss per basic and diluted share attributable to common stockholders was $(0.06), compared with $(0.16) for the third quarter of 2024.
Adjusted EBITDA was $2.9 million, compared with $2.5 million during the third quarter of 2024.
Adjusted net loss per diluted share was $(0.02), compared with $(0.06) during the third quarter of 2024.

 

Year-to-Date 2025 Highlights (September 30, 2025) 

Revenue was $191.3 million; a 12.5% decrease compared with the same period of 2024.
Gross profit was $33.4 million; a 14.9% decrease compared with the same period of 2024.
Gross margin was 17.5% of revenue compared with 18.0% during the same period of 2024.
GAAP net loss was $(13.7) million, compared with the net loss of $(5.6) million during the same period of 2024.
GAAP net loss per basic and diluted share attributable to common stockholders was $(0.66), compared with $(0.27) during the same period of 2024. 
Recognized a non-cash loss on sale of assets of $4.3 million, or $(0.21) per basic and diluted share, related to the sale of the tenant-direct mall portion of RWS during the first quarter of 2025.
Recognized a non-cash loss of $1.7 million, or $(0.08) per basic and diluted share, related to an impairment charge on intangible assets during the first quarter of 2025.
Year-to-date Adjusted EBITDA was $7.2 million compared to $12.8 million during the same period of 2024.
Adjusted net loss per diluted share was $(0.20), compared with adjusted net income of $0.05 per diluted share during the same period of 2024.

Recent Highlights

Improved cash cycle, generating $5.7 million of operating cash flow during the third quarter of 2025.
Reduced debt by $11.2 million year-to-date, a 14% reduction year-to-date.
Signed a new contract with a company in the food products end market; execution of share-of-wallet initiatives driving incremental organic growth.

 

 


 

“The impact of the strategic and proactive actions we are taking to address critical issues and to drive efficiencies across the operations are leading to improvements in the business and the early benefits of these activities can be seen in the third quarter,” said Dan M. Friedberg, Chairman of the Company’s Board of Directors. “We are on more solid footing as a result of targeted cost actions and cash generation efforts, and our results are consistent with our stated expectation for an improved trajectory of the performance of the business. Looking ahead, we are confident in our ability to continue to drive improvements in the business and maintain this momentum as we finish 2025 and head into 2026.”

“We delivered a solid third quarter with strong sequential improvements in our financial performance despite what remains a tough operating environment,” said Perry W. Moss, Quest’s Chief Executive Officer. “Our Operational Excellence initiatives are driving better visibility into our customers’ needs, enhancing the productivity of our sales team, elevating our vendor management practices and, ultimately, improving financial results and cash generation. Our sales pipeline remains active and growing and the onboarding of recent client wins continues to progress. We remain confident in our ability to execute the Quest value proposition and implement these organic initiatives as macroeconomic conditions and Industrial volumes normalize.”

Third Quarter 2025 Earnings Conference Call and Webcast

Quest will host a conference call on Monday, November 10, 2025, at 5:00 PM ET, to review the financial results for the third quarter ended September 30, 2025. 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/. 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 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 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 (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 belief that the impact of the strategic and proactive actions we are taking to address critical issues and to drive efficiencies across the operations are leading to improvements in the business, our confidence in our ability to continue to drive improvements in the business and maintain this momentum as we finish 2025 and head into 2026, and our belief that our Operational Excellence initiatives are driving better visibility into our customers’ needs, enhancing the productivity of our sales team, elevating our vendor management practices and, ultimately, improving financial results and cash generation. 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:

Alpha IR Group

Ryan Coleman or Nick Nelson

QRHC@alpha-ir.com

312-445-2870


 

 

Financial Tables Follow

 


 

Quest Resource Holding Corporation and Subsidiaries

STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(unaudited)

 

 

(unaudited)

 

Revenue

 

$

63,341

 

 

$

72,766

 

 

$

191,311

 

 

$

218,562

 

Cost of revenue

 

 

51,874

 

 

 

61,066

 

 

 

157,876

 

 

 

179,294

 

Gross profit

 

 

11,467

 

 

 

11,700

 

 

 

33,435

 

 

 

39,268

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

9,240

 

 

 

10,273

 

 

 

29,947

 

 

 

29,457

 

Depreciation and amortization

 

 

1,304

 

 

 

2,368

 

 

 

4,146

 

 

 

7,094

 

(Gain) loss on sale of assets

 

 

(152

)

 

 

 

 

 

4,339

 

 

 

 

Impairment loss

 

 

 

 

 

 

 

 

1,707

 

 

 

 

Total operating expenses

 

 

10,392

 

 

 

12,641

 

 

 

40,139

 

 

 

36,551

 

Operating income (loss)

 

 

1,075

 

 

 

(941

)

 

 

(6,704

)

 

 

2,717

 

Interest expense

 

 

(2,389

)

 

 

(2,723

)

 

 

(7,031

)

 

 

(7,807

)

Loss before taxes

 

 

(1,314

)

 

 

(3,664

)

 

 

(13,735

)

 

 

(5,090

)

Income tax expense (benefit)

 

 

35

 

 

 

(278

)

 

 

(9

)

 

 

465

 

Net loss

 

$

(1,349

)

 

$

(3,386

)

 

$

(13,726

)

 

$

(5,555

)

Net loss per share applicable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.06

)

 

$

(0.16

)

 

$

(0.66

)

 

$

(0.27

)

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

21,029

 

 

 

20,666

 

 

 

20,941

 

 

 

20,542

 

 

 


 

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss

 

$

(1,349

)

 

$

(3,386

)

 

$

(13,726

)

 

$

(5,555

)

Depreciation and amortization

 

 

1,498

 

 

 

2,613

 

 

 

4,744

 

 

 

7,714

 

Interest expense

 

 

2,389

 

 

 

2,723

 

 

 

7,031

 

 

 

7,807

 

Stock-based compensation expense

 

 

470

 

 

 

571

 

 

 

1,665

 

 

 

1,291

 

Acquisition, integration, and related costs

 

 

 

 

 

30

 

 

 

 

 

 

91

 

(Gain) loss on sale of assets

 

 

(152

)

 

 

 

 

 

4,339

 

 

 

 

Impairment loss

 

 

 

 

 

 

 

 

1,707

 

 

 

 

Other adjustments

 

 

47

 

 

 

261

 

 

 

1,426

 

 

 

980

 

Income tax expense (benefit)

 

 

35

 

 

 

(278

)

 

 

(9

)

 

 

465

 

Adjusted EBITDA

 

$

2,938

 

 

$

2,534

 

 

$

7,177

 

 

$

12,793

 

 

ADJUSTED NET INCOME (LOSS) PER SHARE

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Reported net loss (1)

 

$

(1,349

)

 

$

(3,386

)

 

$

(13,726

)

 

$

(5,555

)

Amortization of intangibles (2)

 

 

1,105

 

 

 

2,209

 

 

 

3,573

 

 

 

6,650

 

Acquisition, integration, and related costs (3)

 

 

 

 

 

30

 

 

 

 

 

 

91

 

(Gain) loss on sale of assets

 

 

(152

)

 

 

 

 

 

4,339

 

 

 

 

Impairment loss

 

 

 

 

 

 

 

 

1,707

 

 

 

 

Adjusted net income (loss)

 

$

(396

)

 

$

(1,147

)

 

$

(4,107

)

 

$

1,186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

       Reported net loss

 

$

(0.06

)

 

$

(0.16

)

 

$

(0.66

)

 

$

(0.27

)

       Adjusted net income (loss)

 

$

(0.02

)

 

$

(0.06

)

 

$

(0.20

)

 

$

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

  Basic

 

 

21,029

 

 

 

20,666

 

 

 

20,941

 

 

 

20,542

 

  Diluted (4)

 

 

21,029

 

 

 

20,666

 

 

 

20,941

 

 

 

22,873

 

 

(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)

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,146

 

 

$

396

 

Accounts receivable, less allowance for doubtful accounts of $784
   and $831 as of September 30, 2025 and December 31, 2024, respectively

 

 

50,746

 

 

 

62,252

 

Prepaid expenses and other current assets

 

 

2,120

 

 

 

2,601

 

Assets held for sale

 

 

 

 

 

9,890

 

Total current assets

 

 

54,012

 

 

 

75,139

 

 

 

 

 

 

 

 

Goodwill

 

 

81,065

 

 

 

81,065

 

Intangible assets, net

 

 

8,429

 

 

 

12,946

 

Property and equipment, net, and other assets

 

 

5,779

 

 

 

6,495

 

Total assets

 

$

149,285

 

 

$

175,645

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

39,323

 

 

$

39,899

 

Deferred revenue

 

 

69

 

 

 

1,001

 

Current portion of notes payable

 

 

1,406

 

 

 

1,651

 

Liabilities held for sale

 

 

 

 

 

1,840

 

Total current liabilities

 

 

40,798

 

 

 

44,391

 

 

 

 

 

 

 

 

Notes payable, net

 

 

65,391

 

 

 

76,265

 

Other long-term liabilities

 

 

1,087

 

 

 

833

 

Total liabilities

 

 

107,276

 

 

 

121,489

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000 shares authorized, no shares
   issued and outstanding as of September 30, 2025 and December 31, 2024

 

 

 

 

 

 

Common stock, $0.001 par value, 200,000 shares authorized,
   20,850 and 20,606 shares issued and outstanding as
   of September 30, 2025 and December 31, 2024, respectively

 

 

21

 

 

 

21

 

Additional paid-in capital

 

 

180,825

 

 

 

179,246

 

Accumulated deficit

 

 

(138,837

)

 

 

(125,111

)

Total stockholders’ equity

 

 

42,009

 

 

 

54,156

 

Total liabilities and stockholders’ equity

 

$

149,285

 

 

$

175,645

 

# # #