10-Q 1 qrhc-10q_20180930.htm 10-Q qrhc-10q_20180930.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

Commission file number: 001-36451

 

Quest Resource Holding Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

Nevada

 

51-0665952

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

3481 Plano Parkway

The Colony, Texas 75056

(Address of Principal Executive Offices and Zip Code)

(972) 464-0004

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  

  

Smaller reporting company

 

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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of November 1, 2018, there were outstanding 15,313,383 shares of the registrant’s common stock, $0.001 par value.

 

 

 

 


TABLE OF CONTENTS

 

 

 

 

1


PART I. FINANCIAL INFORMATION

 

 

Item 1. Financial Statements (Unaudited)

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,048,257

 

 

$

1,055,281

 

Accounts receivable, less allowance for doubtful accounts of $874,828 and $699,102 as of September 30, 2018 and December 31, 2017, respectively

 

 

17,152,951

 

 

 

16,263,276

 

Prepaid expenses and other current assets

 

 

1,444,820

 

 

 

1,508,014

 

Total current assets

 

 

19,646,028

 

 

 

18,826,571

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

58,208,490

 

 

 

58,337,290

 

Intangible assets, net

 

 

2,865,900

 

 

 

5,031,595

 

Property and equipment, net, and other assets

 

 

1,043,779

 

 

 

1,320,342

 

Total assets

 

$

81,764,197

 

 

$

83,515,798

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

16,506,974

 

 

$

14,253,818

 

Deferred revenue and other current liabilities

 

 

93,919

 

 

 

328,763

 

Total current liabilities

 

 

16,600,893

 

 

 

14,582,581

 

 

 

 

 

 

 

 

 

 

Revolving credit facility, net

 

 

4,934,877

 

 

 

6,763,497

 

Other long-term liabilities

 

 

735

 

 

 

21,990

 

Total liabilities

 

 

21,536,505

 

 

 

21,368,068

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2018 and December 31, 2017

 

 

 

 

 

 

Common stock, $0.001 par value, 200,000,000 shares authorized, 15,313,383 and 15,302,455 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively

 

 

15,313

 

 

 

15,302

 

Additional paid-in capital

 

 

159,479,506

 

 

 

158,867,600

 

Accumulated deficit

 

 

(99,267,127

)

 

 

(96,735,172

)

Total stockholders’ equity

 

 

60,227,692

 

 

 

62,147,730

 

Total liabilities and stockholders’ equity

 

$

81,764,197

 

 

$

83,515,798

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue

 

$

25,920,215

 

 

$

31,930,550

 

 

$

78,544,764

 

 

$

115,840,966

 

Cost of revenue

 

 

21,449,658

 

 

 

27,904,006

 

 

 

66,098,602

 

 

 

103,180,609

 

Gross profit

 

 

4,470,557

 

 

 

4,026,544

 

 

 

12,446,162

 

 

 

12,660,357

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

4,638,585

 

 

 

3,977,662

 

 

 

12,269,625

 

 

 

13,539,654

 

Depreciation and amortization

 

 

406,726

 

 

 

1,002,687

 

 

 

2,372,916

 

 

 

2,999,747

 

Total operating expenses

 

 

5,045,311

 

 

 

4,980,349

 

 

 

14,642,541

 

 

 

16,539,401

 

Operating loss

 

 

(574,754

)

 

 

(953,805

)

 

 

(2,196,379

)

 

 

(3,879,044

)

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(106,140

)

 

 

(126,507

)

 

 

(335,576

)

 

 

(361,273

)

Total other expense

 

 

(106,140

)

 

 

(126,507

)

 

 

(335,576

)

 

 

(361,273

)

Loss before taxes

 

 

(680,894

)

 

 

(1,080,312

)

 

 

(2,531,955

)

 

 

(4,240,317

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(680,894

)

 

$

(1,080,312

)

 

$

(2,531,955

)

 

$

(4,240,317

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss applicable to common stockholders

 

$

(680,894

)

 

$

(1,080,312

)

 

$

(2,531,955

)

 

$

(4,240,317

)

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.04

)

 

$

(0.07

)

 

$

(0.17

)

 

$

(0.28

)

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

15,313,383

 

 

 

15,281,324

 

 

 

15,307,939

 

 

 

15,276,741

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance, December 31, 2017

 

 

15,302,455

 

 

$

15,302

 

 

$

158,867,600

 

 

$

(96,735,172

)

 

$

62,147,730

 

Stock-based compensation

 

 

 

 

 

 

 

 

593,521

 

 

 

 

 

 

593,521

 

Shares issued for Employee Stock Purchase Plan options

 

 

10,928

 

 

 

11

 

 

 

18,385

 

 

 

 

 

 

18,396

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,531,955

)

 

 

(2,531,955

)

Balance, September 30, 2018

 

 

15,313,383

 

 

$

15,313

 

 

$

159,479,506

 

 

$

(99,267,127

)

 

$

60,227,692

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(2,531,955

)

 

$

(4,240,317

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

301,651

 

 

 

339,272

 

Amortization of intangibles

 

 

2,207,840

 

 

 

2,787,236

 

Amortization of debt issuance costs

 

 

70,426

 

 

 

54,775

 

Provision for doubtful accounts

 

 

1,005,622

 

 

 

618,939

 

Stock-based compensation

 

 

593,521

 

 

 

1,540,817

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,895,297

)

 

 

14,179,492

 

Prepaid expenses and other current assets

 

 

63,194

 

 

 

140,431

 

Security deposits and other assets

 

 

264,868

 

 

 

533,810

 

Accounts payable and accrued liabilities

 

 

2,253,156

 

 

 

(17,482,818

)

Deferred revenue and other liabilities

 

 

(220,098

)

 

 

(113,269

)

Net cash provided by (used in) operating activities

 

 

2,112,928

 

 

 

(1,641,632

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(43,371

)

 

 

(40,167

)

Purchase of capitalized software development

 

 

(159,930

)

 

 

(207,889

)

Net cash used in investing activities

 

 

(203,301

)

 

 

(248,056

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from credit facilities

 

 

74,818,231

 

 

 

81,939,205

 

Repayments of credit facilities

 

 

(76,717,277

)

 

 

(79,991,362

)

Debt issuance costs

 

 

 

 

 

(234,334

)

Proceeds from shares issued for Employee Stock Purchase Plan

 

 

18,396

 

 

 

11,972

 

Repayments of capital lease obligations

 

 

(36,001

)

 

 

(48,206

)

Net cash provided by (used in) financing activities

 

 

(1,916,651

)

 

 

1,677,275

 

Net decrease in cash and cash equivalents

 

 

(7,024

)

 

 

(212,413

)

Cash and cash equivalents at beginning of period

 

 

1,055,281

 

 

 

1,328,174

 

Cash and cash equivalents at end of period

 

$

1,048,257

 

 

$

1,115,761

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

271,620

 

 

$

270,094

 

 

 

 

 

 

 

 

 

 

Supplemental non-cash activities:

 

 

 

 

 

 

 

 

Sale of goodwill and intangible assets

 

$

246,585

 

 

$

 

Investment in Earth Media Partners, LLC

 

$

(246,585

)

 

$

 

Draw on Citizens ABL facility

 

$

 

 

$

9,250,000

 

Repayment of Regions line of credit

 

$

 

 

$

(9,250,000

)

Draw on Citizens ABL facility for repayment of capital lease obligation

 

$

 

 

$

212,609

 

Debt issuance costs financed with Citizens ABL facility

 

$

 

 

$

235,173

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

5


 

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

1. The Company, Description of Business, and Liquidity

The accompanying condensed consolidated financial statements include the accounts of Quest Resource Holding Corporation (“QRHC”) and its subsidiaries, Quest Resource Management Group, LLC (“Quest”), Landfill Diversion Innovations, LLC (“LDI”), Youchange, Inc. (“Youchange”), Quest Vertigent Corporation (“QVC”), Quest Vertigent One, LLC (“QV One”), and Quest Sustainability Services, Inc. (“QSS”) (collectively, “we,” “us,” “our,” or “our company”).  

Operations – We are a national provider of reuse, recycling, and disposal services that enable our customers to achieve and satisfy their environmental and sustainability goals and responsibilities.  We provide businesses across multiple industry sectors with single source solutions for the reuse, recycling, and disposal of a wide variety of waste streams and recyclables generated by their operations.  

Liquidity – As of September 30, 2018 and December 31, 2017, our working capital balance was $3,045,135 and $4,243,990, respectively.

 

2. Summary of Significant Accounting Policies

Principles of Presentation and Consolidation

The condensed consolidated financial statements included herein have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements for the year ended December 31, 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading.

The accompanying condensed consolidated financial statements reflect, in our opinion, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2018 and the results of our operations and cash flows for the periods presented. We derived the December 31, 2017 condensed consolidated balance sheet data from audited financial statements; however, we did not include all disclosures required by GAAP. As QRHC, Quest, LDI, Youchange, QVC, QV One, and QSS each operate as environmental-based service companies, we did not deem segment reporting necessary.

All intercompany accounts and transactions have been eliminated in consolidation. Interim results are subject to seasonal variations, and the results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full year.

Net Loss Per Share

We compute basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. We have other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both 2018 and 2017 would be anti-dilutive. These potentially dilutive securities include stock options and warrants and totaled 3,486,131 and 3,094,321 shares at September 30, 2018 and 2017, respectively.

The following table sets forth the anti-dilutive securities excluded from diluted loss per share:

 

 

 

September 30,

 

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Anti-dilutive securities excluded from diluted loss per share:

 

 

 

 

 

 

 

 

Stock options

 

 

1,752,566

 

 

 

1,360,756

 

Warrants

 

 

1,733,565

 

 

 

1,733,565

 

Total anti-dilutive securities excluded from diluted loss per share

 

 

3,486,131

 

 

 

3,094,321

 

 

Recent Accounting Pronouncements

Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). On January 1, 2018, we adopted ASU 2014-09 using the full retrospective approach for

6


 

all ongoing customer contracts.  There was no impact to our financial statements as a result of adopting ASU 2014-09 for the nine months ended September 30, 2018 and 2017.  See Note 8 for additional information and disclosures related to this amended guidance.

Pending Adoption

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  The update improves financial reporting about leasing transactions by requiring a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. We will adopt ASU 2016-02 in the first quarter of 2019 and are in the process of aggregating and evaluating lease arrangements and implementing new processes.  Although we are still in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements, we currently believe that the most significant change will be related to the recognition of a right-of-use asset and lease liability on our balance sheet for our real estate operating lease.  The impact on our results of operations and cash flows is not expected to be material.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which provides guidance on measuring credit losses on financial instruments.  The amended guidance replaces current incurred loss impairment methodology of recognizing credit losses when a loss is probable with a methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to assess credit loss estimates.  ASU 2016-13 is effective for us on January 1, 2020, with early adoption permitted on January 1, 2019.  We are assessing the provisions of this amended guidance; however, the adoption of the standard is not expected to have a material effect on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).  The ASU allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised.  The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, with early adoption permitted.  The adoption of the standard is not expected to have a material effect on our consolidated financial statements.

There have been no other recent accounting pronouncements or changes in accounting pronouncements that have been issued but not yet adopted that are of significance, or potential significance, to us.

3. Property and Equipment, net, and Other Assets

At September 30, 2018 and December 31, 2017, property and equipment, net, and other assets consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $2,446,746

     and $2,193,231 as of September 30, 2018 and December 31, 2017,

     respectively

 

$

698,587

 

 

$

956,867

 

Security deposits and other assets

 

 

345,192

 

 

 

363,475

 

    Property and equipment, net, and other assets

 

$

1,043,779

 

 

$

1,320,342

 

 

We compute depreciation using the straight-line method over the estimated useful lives of the property and equipment. Depreciation expense for the three months ended September 30, 2018 was $97,679, including $45,576 of depreciation expense reflected within “Cost of revenue” in our condensed consolidated statements of operations as it related to assets used in directly servicing customer contracts, and was $301,651 for the nine months ended September 30, 2018, including $136,574 of depreciation expense reflected within “Cost of revenue.”  Depreciation expense for the three months ended September 30, 2017 was $110,582, including $43,462 of depreciation expense reflected within “Cost of revenue,” and was $339,272 for the nine months ended September 30, 2017, including $126,761 of depreciation expense reflected within “Cost of revenue.”  At September 30, 2018, the carrying value of our capital lease assets was $165,630, net of $334,467 of accumulated depreciation. At December 31, 2017, the carrying value of our capital lease assets was $243,778, net of $256,319 of accumulated depreciation.

On February 20, 2018 (the “Closing Date”), we entered into an Asset Purchase Agreement with Earth Media Partners, LLC to sell certain assets of our wholly owned subsidiary, Earth911, Inc., in exchange for a 19% interest in Earth Media Partners, LLC, which was recorded as an investment in the amount of $246,585 as of the Closing Date, and a potential future earn-out amount of approximately $350,000.  The net assets sold related to the Earth911.com website business and consisted primarily of the website and its content and customers, deferred revenues, and accounts receivable as of the Closing Date.  Following the Closing Date, Earth911, Inc. was subsequently renamed Quest Sustainability Services, Inc.  In addition to our investment in Earth Media Partners, LLC, we accrued a receivable in the amount of $39,521 related to the earn-out as of September 30, 2018.  The carrying amount of our investment and the accrued earn-out receivable are included in other assets.  

7


 

4. Goodwill and Other Intangible Assets

The components of goodwill and other intangible assets were as follows:

  

September 30, 2018 (Unaudited)

 

Estimated

Useful Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

 

Finite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

5 years

 

$

12,720,000

 

 

$

12,720,000

 

 

$

 

Trademarks

 

7 years

 

 

6,242,055

 

 

 

4,637,624

 

 

 

1,604,431

 

Patents

 

7 years

 

 

230,683

 

 

 

230,683

 

 

 

 

Software

 

7 years

 

 

1,890,791

 

 

 

631,822

 

 

 

1,258,969

 

Customer lists

 

5 years

 

 

307,153

 

 

 

304,653

 

 

 

2,500

 

Total finite lived intangible assets

 

 

 

$

21,390,682

 

 

$

18,524,782

 

 

$

2,865,900

 

 

December 31, 2017

 

Estimated

Useful Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

 

Finite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

5 years

 

$

12,720,000

 

 

$

11,342,000

 

 

$

1,378,000

 

Trademarks

 

7 years

 

 

6,242,055

 

 

 

3,969,576

 

 

 

2,272,479

 

Patents

 

7 years

 

 

230,683

 

 

 

230,683

 

 

 

 

Software

 

7 years

 

 

1,904,279

 

 

 

548,163

 

 

 

1,356,116

 

Customer lists

 

5 years

 

 

307,153

 

 

 

282,153

 

 

 

25,000

 

Total finite lived intangible assets

 

 

 

$

21,404,170

 

 

$

16,372,575

 

 

$

5,031,595

 

 

 

 

 

 

Carrying

Amount

 

Changes in goodwill:

 

 

 

 

 

 

Goodwill balance at December 31, 2017

 

 

 

$

58,337,290

 

Adjustment related to Earth911, Inc. asset sale

 

 

 

 

(128,800

)

Goodwill balance at September 30, 2018

 

 

 

$

58,208,490

 

 

We compute amortization using the straight-line method over the estimated useful lives of the finite lived intangible assets. Amortization expense related to finite lived intangible assets was $354,623 and $935,567 for the three months ended September 30, 2018 and 2017, respectively. Amortization expense related to finite lived intangible assets was $2,207,840 and $2,787,236 for the nine months ended September 30, 2018 and 2017, respectively.

 

We have no indefinite-lived intangible assets other than goodwill. The goodwill is not deductible for tax purposes.  See Note 3 for discussion of sale of certain assets related to Earth911, Inc.

 

We performed our annual impairment analysis for goodwill and other intangible assets in the third quarter of 2018 with no impairment recorded.

 

5.  Accounts Payable and Accrued Liabilities

The components of Accounts payable and accrued liabilities were as follows:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

 

 

 

Accounts payable

 

$

14,857,300

 

 

$

12,739,117

 

Accrued taxes

 

 

599,755

 

 

 

807,037

 

Employee compensation

 

 

610,998

 

 

 

434,358

 

Other

 

 

438,921

 

 

 

273,306

 

 

 

$

16,506,974

 

 

$

14,253,818

 

 


8


 

6. Revolving Credit Facility

We entered into a Loan, Security and Guaranty Agreement (the “Citizens Loan Agreement”), dated as of February 24, 2017, with Citizens Bank, National Association as a lender, and as administrative agent, collateral agent, and issuing bank, which provides for an asset-based revolving credit facility (the “ABL Facility”) of up to $20 million and an equipment loan facility in the maximum principal amount of $2.0 million.

Each loan under the ABL Facility bears interest, at our option, at either the Base Rate, as defined in the Citizens Loan Agreement, plus a margin ranging from 1.0% to 1.5% (6.50% as of September 30, 2018), or the LIBOR lending rate for the interest period in effect, plus a margin ranging from 2.0% to 2.5% (4.46% as of September 30, 2018). The maturity date of the ABL Facility is February 24, 2022.  

Loans under the equipment loan facility may be requested at any time until February 24, 2019. Each loan under the equipment loan facility bears interest, at our option, at either the Base Rate, as defined in the Citizens Loan Agreement, plus 2.00%, or the LIBOR lending rate for the interest period in effect, plus 3.00%. The maturity date of the equipment loan facility is February 24, 2022.

The ABL Facility contains certain specific financial covenants regarding a minimum liquidity requirement and a minimum fixed charge coverage ratio.  In addition, the ABL Facility contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, mergers and acquisitions, and other matters customarily restricted in such agreements.

The amount of interest expense related to borrowings for the three months ended September 30, 2018 and 2017 was $81,644 and $100,511, respectively.  The amount of interest expense related to borrowings for the nine months ended September 30, 2018 and 2017 was $247,071 and $297,870, respectively.  Debt issuance cost of $469,507 is being amortized to interest expense over the life of the ABL Facility beginning March 1, 2017.  As of September 30, 2018, the unamortized portion of the debt issuance costs was $320,830.  The amount of interest expense related to the amortization of the discount on the ABL Facility for the nine months ended September 30, 2018 was $70,426.  As of September 30, 2018, the ABL Facility borrowing base availability was $11,974,000 and the outstanding liability was $4,934,877, net of unamortized debt issuance cost of $320,830. There were no draws made on the equipment loan facility as of September 30, 2018.

 

7. Capital Lease Obligations

At September 30, 2018 and December 31, 2017, total capital lease obligations outstanding consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

 

 

 

Capital lease obligations, imputed interest at 4.99% to 13.29%, with monthly payments of approximately $6,000, expiring through September 2019, secured by computer and office equipment

 

$

5,663

 

 

$

41,664

 

Total

 

 

5,663

 

 

 

41,664

 

Less: current maturities

 

 

(5,663

)

 

 

(39,067

)

Long-term portion

 

$

 

 

$

2,597

 

 

Our capital lease obligations are included within “Deferred revenue and other current liabilities” and “Other long-term liabilities” in our condensed consolidated balance sheets.  The amount of interest expense related to our capital leases for the three months ended September 30, 2018 and 2017 was $232 and $992, respectively.  The amount of interest expense related to our capital leases for the nine months ended September 30, 2018 and 2017 was $1,275 and $5,090, respectively.

 

8. Revenue

Operating Revenues

We provide businesses with services to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their operations.  In addition, we have product sales and other revenue primarily from sales of products such as antifreeze and windshield washer fluid as well as minor ancillary services.  

Revenue Recognition

We recognize revenue as services are performed or products are delivered.  For example, we recognize revenue as waste and recyclable material are collected or when products are delivered.  We recognize revenue net of any contracted pricing discounts or rebate arrangements.    

We generally recognize revenue for the gross amount of consideration received as we are generally the primary obligor (or principal) in our contracts with customers as we hold complete responsibility to the customer for contract fulfillment.  We record amounts

9


 

collected from customers for sales tax on a net basis.  We previously had a contract accounted for as a net basis management fee contract, with revenue of $78,145 and gross billings of $2,173,022 for the nine months ended September 30, 2017.  This management fee contract ended in the second quarter of 2017, and we currently have no other net basis contracts.

Disaggregation of Revenue

The following table presents our revenue disaggregated by source.  Sales and usage-based taxes are excluded from revenue.  Three customers accounted for 48.6% of revenue for the three months ended September 30, 2018, and three customers accounted for 52.0% of revenue for the three months ended September 30, 2017.  Three customers accounted for 50.1% of revenue for the nine months ended September 30, 2018, and three customers accounted for 57.8% of revenue for the nine months ended September 30, 2017.  We operate primarily in the United States, with minor services in Canada.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenue Type:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

$

23,412,066

 

 

$

29,128,182

 

 

$

70,742,475

 

 

$

107,044,434

 

Product sales and other

 

 

2,508,149

 

 

 

2,802,368

 

 

 

7,802,289

 

 

 

8,796,532

 

   Total revenue

 

$

25,920,215

 

 

$

31,930,550

 

 

$

78,544,764

 

 

$

115,840,966

 

Contract Balances

Our incremental direct costs of obtaining a customer contract are generally deferred and amortized to selling, general, and administrative expense or as a reduction to revenue (depending on the nature of the cost) over the estimated life of the customer contract.  We classify our contract acquisition costs as current or noncurrent based on the timing of when we expect to recognize the amortization and are included in other assets.

As of September 30, 2018 and December 31, 2017, we had $61,200 and $136,139, respectively, of deferred contract costs.  During the three months ended September 30, 2018, we amortized $53,750 and nil of deferred contract costs to selling, general, and administrative expense and as a reduction to income, respectively.  During the nine months ended September 30, 2018, we amortized $157,500 and $36,139 of deferred contract costs to selling, general, and administrative expense and as a reduction to income, respectively.  During the three months ended September 30, 2017, we amortized nil and $18,070 of deferred contract costs to selling, general, and administrative expense and as a reduction to income, respectively.  During the nine months ended September 30, 2017, we amortized $110,000 and $54,208 of deferred contract costs to selling, general, and administrative expense and as a reduction to income, respectively.

Certain customers are billed in advance, and, accordingly, recognition of related revenues is deferred as a contract liability until the services are provided and control transferred to the customer.  As of September 30, 2018 and December 31, 2017, we had $88,991 and $309,089, respectively, of deferred revenue, the majority of which was classified in “Deferred revenue and other current liabilities.”

9. Income Taxes

We compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes. Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws. We provide a valuation allowance to reduce the amount of deferred tax assets that, based on available evidence, is more likely than not to be realized. Realization of our net operating loss carryforward was not reasonably assured as of September 30, 2018 and December 31, 2017, and we have recorded a valuation allowance of $11,980,000 and $12,150,000, respectively, against deferred tax assets in excess of deferred tax liabilities in the accompanying condensed consolidated financial statements. As of September 30, 2018 and December 31, 2017, we had federal income tax net operating loss carryforwards of approximately $19,500,000 and $19,700,000, which expire at various dates beginning in 2031.

On December 22, 2017, The Tax Cuts and Jobs Act (the “2017 Act”) was enacted. The most significant impact to us of the 2017 Act was a decrease in the federal corporate income tax rate from 35% to 21% beginning in 2018.

 

10. Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, deferred revenue, the ABL Facility, and capital lease obligations. We do not believe that we are exposed to significant interest, currency, or credit risks arising from these financial instruments.  The fair values of these financial instruments approximate their carrying values using Level 3 inputs, based on their short maturities or, for long-term portions of capital lease obligations and the ABL Facility, based on borrowing rates currently available to us for loans with similar terms and maturities.

 

 


10


 

11. Stockholders’ Equity

Preferred StockOur authorized preferred stock consists of 10,000,000 shares of preferred stock with a par value of $0.001, of which no shares have been issued or are outstanding.

Common Stock – Our authorized common stock consists of 200,000,000 shares of common stock with a par value of $0.001, of which 15,313,383 and 15,302,455 shares were issued and outstanding as of September 30, 2018 and December 31, 2017, respectively.

Employee Stock Purchase Plan – On September 17, 2014, our stockholders approved our 2014 Employee Stock Purchase Plan (“ESPP”).  On May 16, 2018, we issued 10,928 shares of common stock to employees for $18,396 under our ESPP for options that vested and were exercised.  We recorded expense of $9,317 and $14,686 related to the ESPP for the nine months ended September 30, 2018 and 2017, respectively.

Warrants – At September 30, 2018, we had outstanding exercisable warrants to purchase 1,733,565 shares of common stock.    

The following table summarizes the warrants issued and outstanding as of September 30, 2018:

 

 

 

 

Date of

 

Exercise

 

 

Shares of

 

Description

 

Issuance

 

Expiration

 

Price

 

 

Common Stock

 

Exercisable warrants

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

09/24/2014

 

09/24/2019

 

$

20.00

 

 

 

1,125,005

 

Warrants

 

10/20/2014

 

10/20/2019

 

$

20.00

 

 

 

87,500

 

Warrants

 

3/30/2016

 

03/30/2021

 

$

3.88

 

 

 

521,060

 

Total warrants issued and outstanding

 

 

 

 

 

 

1,733,565

 

Stock Options – We recorded stock option expense of $584,204 and $479,256 for the nine months ended September 30, 2018 and 2017, respectively.  The following table summarizes the stock option activity for the nine months ended September 30, 2018:

 

 

 

Stock Options

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Exercise

 

Average

 

 

 

Number

 

 

Price Per

 

Exercise Price

 

 

 

of Shares

 

 

Share

 

Per Share

 

Outstanding at December 31, 2017

 

 

1,389,816

 

 

$1.17 — $26.00

 

$

8.39

 

Granted

 

 

400,000

 

 

$2.39  —  $2.47

 

$

2.39

 

Canceled/Forfeited

 

 

(37,250

)

 

$2.39 — $23.20

 

$

5.98

 

Outstanding at September 30, 2018

 

 

1,752,566

 

 

$1.17 — $26.00

 

$

7.07

 

 


11


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in or incorporated by reference into this Form 10-Q, including statements regarding our future operating results, future financial position, business strategy, objectives, goals, plans, prospects, and markets, and plans and objectives for future operations, are forward-looking statements.  In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “targets,” “contemplates,” “projects,” “predicts,” “may,” “might,” “plan,” “will,” “would,” “should,” “could,” “may,” “can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar expressions intended to identify forward-looking statements.  However, not all forward-looking statements contain these identifying words.  Specific forward-looking statements in this Form 10-Q include statements regarding the impact, if any, of the adoption of the ASU on our consolidated financial statements; exposure to significant interest, currency, or credit risks arising from our financial instruments; sufficiency of our cash and cash equivalents, borrowing capacity, and cash generated from operations to fund our operations for the next 12 months; and estimated amortization expense of intangible assets for future periods.  All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date.  Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.  The forward-looking statements contained in or incorporated by reference into this Form 10-Q reflect our views as of the date of this Form 10-Q about future events and are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results, performance, or achievements to differ significantly from those expressed or implied in any forward-looking statement.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance, or achievements.  A number of factors could cause actual results to differ materially from those indicated by the forward-looking statements and other risks detailed from time to time in our reports to the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2017.  

Overview

We were incorporated in Nevada in July 2002 under the name BlueStar Financial Group, Inc. On July 16, 2013, we acquired all of the issued and outstanding membership interests of Quest Resource Management Group, LLC, or Quest, held by Quest Resource Group LLC, or QRG, comprising 50% of the membership interests of Quest, or the Quest Interests. Our wholly owned subsidiary, Quest Sustainability Services, Inc., or QSS, (formerly known as Earth911, Inc.), held the remaining 50% of the membership interests of Quest for several years.  Concurrently with our acquisition of the Quest Interests, we assigned the Quest Interests to QSS so that QSS now holds 100% of the issued and outstanding membership interests of Quest. On October 28, 2013, we changed our name to Quest Resource Holding Corporation.

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on and relates primarily to the operations of QRHC and Quest.

Three and Nine Months Ended September 30, 2018 and 2017 Operating Results

The following table summarizes our operating results for the three and nine months ended September 30, 2018 and 2017:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenue

 

$

25,920,215

 

 

$

31,930,550

 

 

$

78,544,764

 

 

$

115,840,966

 

Cost of revenue

 

 

21,449,658

 

 

 

27,904,006

 

 

 

66,098,602

 

 

 

103,180,609

 

Gross profit

 

 

4,470,557

 

 

 

4,026,544

 

 

 

12,446,162

 

 

 

12,660,357

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

4,638,585

 

 

 

3,977,662

 

 

 

12,269,625

 

 

 

13,539,654

 

Depreciation and amortization

 

 

406,726

 

 

 

1,002,687

 

 

 

2,372,916

 

 

 

2,999,747

 

Total operating expenses

 

 

5,045,311

 

 

 

4,980,349

 

 

 

14,642,541

 

 

 

16,539,401

 

Operating loss

 

 

(574,754

)

 

 

(953,805

)

 

 

(2,196,379

)

 

 

(3,879,044

)

Interest expense

 

 

(106,140

)

 

 

(126,507

)

 

 

(335,576

)

 

 

(361,273

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(680,894

)

 

$

(1,080,312

)

 

$

(2,531,955

)

 

$

(4,240,317

)

 

12


 

Three and Nine Months Ended September 30, 2018 compared to Three and Nine Months Ended September 30, 2017

Revenue

For the quarter ended September 30, 2018, revenue was $25.9 million, a decrease of $6.0 million, or 18.8%, compared with $31.9 million for the quarter ended September 30, 2017.  For the nine months ended September 30, 2018, revenue was $78.5 million, a decrease of $37.3 million, or 32.2%, compared with $115.8 million for the nine months ended September 30, 2017.  As part of our strategic plan, we took actions during 2017 to transition our business to deliver improved operational and financial performance, which included making sustainable improvements to our procurement processes, as well as taking a disciplined approach to customer acquisition and renewal.  Primarily as a result of changes in our mix of services, including exiting less profitable services with certain customers in the latter half of 2017, we experienced an overall decrease in revenue for the quarter and nine months ended September 30, 2018 relative to the comparable periods in 2017, which was partially offset by increased service revenue from the continuing and new customer base.  

Cost of Revenue/Gross Profit

Cost of revenue decreased $6.5 million to $21.4 million for the quarter ended September 30, 2018 from $27.9 million for the quarter ended September 30, 2017.  Cost of revenue decreased $37.1 million to $66.1 million for the nine months ended September 30, 2018 from $103.2 million for the nine months ended September 30, 2017. The decreases were primarily due to the changes in our mix of services, decreased cost of certain contracted services, and reductions of services with certain customers, partially offset by increased services from both our continuing and new customer base.

Gross profit increased $444,000 for the quarter ended September 30, 2018 compared with the quarter ended September 30, 2017.  The gross profit margin rose to 17.2% for the third quarter of 2018 compared with 12.6% for the third quarter of 2017.  Gross profit decreased $214,000 to $12.5 million for the nine months ended September 30, 2018 from $12.7 million for the nine months ended September 30, 2017.  The gross profit margin rose to 15.8% for the nine months ended September 30, 2018 compared with 10.9% for the nine months ended September 30, 2017.  The changes in gross profit and increase in gross profit margin percentage for the three months and nine months ended September 30, 2018 were primarily due to the net effect of reductions of services with certain customers, the overall lower cost of subcontracted services, and the exiting of lower margin services with certain customers.

Revenue, gross profit, and gross profit margins are affected period to period by the volumes of waste and recycling materials generated by our customers, the frequency and type of services provided, the price and mix of the services provided, commodity index adjustments for recycled materials, and the cost and mix of subcontracted services provided in any one reporting period.

Operating Expenses

Operating expenses were relatively flat at approximately $5.0 million for the three months ended September 30, 2018 and 2017.  Operating expenses were $14.6 million and $16.5 million for the nine months ended September 30, 2018 and 2017, respectively, a decrease of $1.9 million.

Selling, general, and administrative expenses were $4.6 million and $4.0 million for the three months ended September 30, 2018 and 2017, respectively, an increase of approximately $661,000. The increase for the three months ended September 30, 2018 was primarily related to an increase in labor related expenses of approximately $140,000 and an increase in bad debt expense of $610,000 reflecting our assessment of collectability of accounts receivable related to a customer’s bankruptcy filing, offset by a decrease in stock related compensation of $170,000.  Selling, general, and administrative expenses were $12.3 million and $13.5 million for the nine months ended September 30, 2018 and 2017, respectively, a decrease of approximately $1.3 million. The decrease for the nine months ended September 30, 2018 was primarily related to decreases in stock related compensation of $945,000, travel related expenses of approximately $120,000, labor related expenses of approximately $291,000, and severance costs of $306,000, offset by an increase in bad debt expense of $610,000 to reflect our assessment of collectability of accounts receivable related to a customer’s bankruptcy filing.  

Operating expenses also included depreciation and amortization of approximately $407,000 and $1.0 million for the three months ended September 30, 2018 and 2017, respectively, a decrease of approximately $596,000. Depreciation and amortization expenses were approximately $2.4 million and $3.0 million for the nine months ended September 30, 2018 and 2017, respectively, a decrease of approximately $627,000.  The decrease in depreciation and amortization for the three and nine months ended September 30, 2018 was primarily due to lower amortization related to certain intangible assets that were fully amortized as of July 2018.

Interest Expense

For the three months ended September 30, 2018, interest expense decreased by $20,000 to $106,000 from $126,000 for the three months ended September 30, 2017.  For the nine months ended September 30, 2018, interest expense decreased $25,000 to $336,000 from $361,000 for the nine months ended September 30, 2017.  The decreases were primarily due to lower average outstanding balances on our revolving credit facility.  See Note 6 to our condensed consolidated financial statements for a discussion of our revolving credit facility.


13


 

Net Loss

Net loss for the quarter ended September 30, 2018 was $681,000 compared with a net loss of $1.1 million for the quarter ended September 30, 2017.  Net loss for the nine months ended September 30, 2018 was $2.5 million compared with a net loss of $4.2 million for the nine months ended September 30, 2017.  The explanations above detail the majority of the changes related to the decrease in net loss.

Our operating results, including revenue, operating expenses, and operating margins, will vary from period to period depending on commodity prices of recycled materials, the volume and mix of services provided, as well as customer mix during the reporting period.

Loss per Share

Net loss per basic and diluted share was $(0.04) for the quarter ended September 30, 2018 compared with a net loss per basic and diluted share of ($0.07) for the quarter ended September 30, 2017. The weighted average number of shares of common stock outstanding increased to 15.3 million for the three months ended September 30, 2018 from slightly under 15.3 million shares for the three months ended September 30, 2017.  

Net loss per basic and diluted share was $(0.17) for the nine months ended September 30, 2018 compared with a net loss per basic and diluted share of $(0.28) for the nine months ended September 30, 2017.  The weighted average number of shares of common stock outstanding increased to 15.3 million for the nine months ended September 30, 2018 from slightly under 15.3 million for the nine months ended September 30, 2017.  The increase in the share count for the three and nine months ended September 30, 2018 was primarily related to the issuance of shares under our Employee Stock Purchase Plan during 2018 and 2017.

Adjusted EBITDA

We use the non-GAAP measurement of earnings before interest, taxes, depreciation, amortization, stock-related compensation charges, and other adjustments, or “Adjusted EBITDA,” as another metric to evaluate our performance.  Adjusted EBITDA is a non-GAAP measure that we believe can be helpful in assessing our overall performance as an indicator of operating and earnings quality. We suggest that Adjusted EBITDA be viewed in conjunction with our reported financial results or other financial information prepared in accordance with GAAP.  For the three and nine months ended September 30, 2018, other adjustments totaled $610,272 and $661,956, respectively, and included an adjustment to bad debt expense of $610,272 to reflect our assessment of collectability of accounts receivable related to a customer’s bankruptcy filing.  Other adjustments for the nine months ended September 30, 2018 also include legal fees related to our sale of certain assets of Earth911, Inc.  For the three and nine months ended September 30, 2017, other adjustments of $63,489 and $307,860 included certain severance costs.

The following table reflects Adjusted EBITDA for the three and nine months ended September 30, 2018 and 2017:

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(UNAUDITED)

 

 

 

As Reported

 

 

As Reported

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Net loss

 

$

(680,894

)

 

$

(1,080,312

)

 

$

(2,531,955

)

 

$

(4,240,317

)

Depreciation and amortization

 

 

452,302

 

 

 

1,046,150

 

 

 

2,509,491

 

 

 

3,126,508

 

Interest expense

 

 

106,140

 

 

 

126,507

 

 

 

335,576

 

 

 

361,273

 

Stock-based compensation expense

 

 

186,806

 

 

 

357,097

 

 

 

593,521

 

 

 

1,540,817

 

Other adjustments

 

 

610,272

 

 

 

63,489

 

 

 

661,956

 

 

 

307,860

 

Income tax expense