1. The Company and Description of Business and Future Liquidity
Needs
The accompanying consolidated financial statements include the
accounts of Quest Resource Holding Corporation
(“QRHC”), formerly Infinity Resources Holdings Corp.,
and its subsidiaries, Earth911, Inc. (“Earth911”),
Quest Resource Management Group, LLC (“Quest”),
Landfill Diversion Innovations, LLC, and Youchange, Inc.
(“Youchange”) (collectively, “QRHC,” the
“Company,” “we,” “us,” or
“our”). Effective October 28, 2013, we changed our name
to Quest Resource Holding Corporation, increased the shares of
common stock authorized for issuance to 200,000,000, and changed
our trading symbol to “QRHC.”
On July 16, 2013, we acquired all of the issued and outstanding
membership interests of Quest held by Quest Resource Group LLC
(“QRG”), comprising 50% of the membership interests of
Quest (the “Quest Interests”). Our wholly owned
subsidiary, Earth911, has 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 Earth911 so that Earth911 now holds 100% of the issued and
outstanding membership interests of Quest.
On October 17, 2012, we closed a merger transaction (the
“Earth911 Merger”) to acquire Earth911 as a wholly
owned subsidiary and experienced a change in control in which the
former stockholders of Earth911 acquired control of our company. On
December 11, 2012, our board of directors approved a change to our
fiscal year end from June 30 to December 31. Pursuant to the terms
of the merger agreement, in which we acquired Earth911, the
stockholders of Earth911 exchanged their common stock for 85% of
the common stock of the post-merger entity. Therefore, the merger
for accounting purposes is considered a reverse merger, with
Earth911 treated as the accounting acquirer.
Operations – We are an environmental solutions company
that serves as a single-source provider of full-service recycling
and waste stream management solutions, environmental program
services and information. We offer innovative, cost-effective,
one-stop reuse, recycling, and waste disposal management programs
designed to provide regional and national customers with a single
point of contact for managing a variety of recyclables and
disposables. We also own the Earth911.com website, offering
original online environmental related content about reuse,
recycling, and disposal of waste and recyclables, and we own a
comprehensive online database of local recycling and proper
disposal options. As of October 28, 2013, our principal offices are
located in Frisco, Texas.
Liquidity – We have restructured and relocated
operations of Earth911 and Youchange during the quarter ending
September 30, 2013 to reduce future operating expenses. We expect
that the acquisition of the Quest Interests will provide increased
cash flow from operations. In, addition, we plan to obtain
additional working capital by increasing sales, maintaining
efficient operating expenses, and through other initiatives. As of
December 31, 2012, our independent registered public accounting
firm had expressed an uncertainty about our ability to continue as
a going concern in its opinion attached to our consolidated
financial statements for the year ended December 31, 2012, which is
more fully discussed in our audited consolidated financial
statements for the year ended December 31, 2012. As of September
30, 2013, we believe that with the restructuring of Earth911 and
Youchange and the acquisition of the Quest Interests, we should be
able to generate sufficient liquidity for current business
operations.
Pro forma Three and Nine Months Ended September 30, 2013
Operating Results – As discussed in footnote 10 to
these financial statements, the Company previously owned a 50%
ownership interest in Quest, which was accounted for as an equity
investment. Effective July 16, 201
Free historical financial statements for Quest Resource Holding Corp.
See how revenue, income, cash flow, and balance sheet financials have changed over 45 quarters since 2013. Compare with QRHC stock chart to see long term trends.
Data imported from Quest Resource Holding Corp SEC filings. Check original filings before making any investment decision.