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, 2016
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   ☒     No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer	 	☐	  	Accelerated filer	 	☐	
 	 	 	 	
Non-accelerated filer	 	☐   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	☒	
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, 2016, there were outstanding 15,263,322 shares of the registrant’s common stock, $0.001 par value.

 

TABLE OF CONTENTS
 
 	  	Page	
PART I. FINANCIAL INFORMATION	  	 	
 	 	 	
Item 1. Financial Statements (Unaudited)	  	2	
 	 	 	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	12	
 	 	 	
Item 3. Quantitative and Qualitative Disclosures About Market Risk	  	17	
 	 	 	
Item 4. Controls and Procedures	  	17	
 	 	 	
PART II. OTHER INFORMATION	  	 	
 	 	 	
Item 1. Legal Proceedings	  	17	
 	 	 	
Item 1A. Risk Factors	  	17	
 	 	 	
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	  	17	
 	 	 	
Item 3. Defaults Upon Senior Securities	  	17	
 	 	 	
Item 4. Mine Safety Disclosures	  	17	
 	 	 	
Item 5. Other Information	  	17	
 	 	 	
Item 6. Exhibits	  	18	
 	 	 	
Signatures	  	19	

 
1

P ART I. FINANCIAL INFORMATION

 Item 1. Financial Statements (Unaudited)
QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 	 	September 30,	 	 	December 31,	 	
 	 	2016	 	 	2015	 	
 	 	(Unaudited)	 	 	 	 	 	
ASSETS	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	1,873,775	 	 	$	2,989,731	 	
Accounts receivable, less allowance for doubtful accounts of $261,334 and $586,941 as of September 30, 2016 and December 31, 2015, respectively	 	 	32,204,812	 	 	 	33,298,797	 	
Prepaid expenses and other current assets	 	 	3,102,927	 	 	 	946,908	 	
Total current assets	 	 	37,181,514	 	 	 	37,235,436	 	
 	 	 	 	 	 	 	 	 	
Goodwill	 	 	58,337,290	 	 	 	58,337,290	 	
Intangible assets, net	 	 	9,328,108	 	 	 	11,828,008	 	
Property and equipment, net, and other assets	 	 	2,681,935	 	 	 	1,608,632	 	
Total assets	 	$	107,528,847	 	 	$	109,009,366	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable and accrued liabilities	 	$	34,299,608	 	 	$	34,847,359	 	
Deferred revenue and other current liabilities	 	 	515,137	 	 	 	328,829	 	
Total current liabilities	 	 	34,814,745	 	 	 	35,176,188	 	
 	 	 	 	 	 	 	 	 	
Line of credit	 	 	3,250,000	 	 	 	4,000,000	 	
Other long-term liabilities	 	 	402,985	 	 	 	341,142	 	
Total liabilities	 	 	38,467,730	 	 	 	39,517,330	 	
 	 	 	 	 	 	 	 	 	
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, 2016 and December 31, 2015, respectively	 	 	—	 	 	 	—	 	
Common stock, $0.001 par value, 200,000,000 shares authorized, 15,263,322 and 13,973,597 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively, given retroactive effect to the 1-for-8 reverse stock split effective August 10, 2016	 	 	15,263	 	 	 	13,974	 	
Additional paid-in capital	 	 	158,611,065	 	 	 	152,347,372	 	
Accumulated deficit	 	 	(89,565,211	)	 	 	(82,869,310	)	
Total stockholders’ equity	 	 	69,061,117	 	 	 	69,492,036	 	
Total liabilities and stockholders’ equity	 	$	107,528,847	 	 	$	109,009,366	 	
The accompanying notes are an integral part of these condensed consolidated statements.
 
2

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
 	 	2016	 	 	2015	 	 	2016	 	 	2015	 	
Revenue	 	$	46,157,414	 	 	$	43,567,822	 	 	$	138,771,985	 	 	$	125,906,645	 	
Cost of revenue	 	 	42,562,397	 	 	 	40,049,271	 	 	 	128,036,082	 	 	 	115,685,809	 	
Gross profit	 	 	3,595,017	 	 	 	3,518,551	 	 	 	10,735,903	 	 	 	10,220,836	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling, general, and administrative	 	 	4,923,283	 	 	 	4,110,442	 	 	 	14,215,944	 	 	 	11,793,700	 	
Depreciation and amortization	 	 	1,013,225	 	 	 	989,105	 	 	 	3,039,653	 	 	 	2,940,576	 	
Total operating expenses	 	 	5,936,508	 	 	 	5,099,547	 	 	 	17,255,597	 	 	 	14,734,276	 	
Operating loss	 	 	(2,341,491	)	 	 	(1,580,996	)	 	 	(6,519,694	)	 	 	(4,513,440	)	
Other expense:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	(62,345	)	 	 	(72,758	)	 	 	(176,207	)	 	 	(163,591	)	
Total other expense	 	 	(62,345	)	 	 	(72,758	)	 	 	(176,207	)	 	 	(163,591	)	
Loss before taxes	 	 	(2,403,836	)	 	 	(1,653,754	)	 	 	(6,695,901	)	 	 	(4,677,031	)	
Income tax expense	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Net loss	 	$	(2,403,836	)	 	$	(1,653,754	)	 	$	(6,695,901	)	 	$	(4,677,031	)	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss applicable to common stockholders	 	$	(2,403,836	)	 	$	(1,653,754	)	 	$	(6,695,901	)	 	$	(4,677,031	)	
Net loss per share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	$	(0.16	)	 	$	(0.12	)	 	$	(0.46	)	 	$	(0.34	)	
Weighted average number of common shares outstanding, given retroactive effect to the 1-for-8 reverse stock split effective August 10, 2016	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	14,853,675	 	 	 	13,964,367	 	 	 	14,559,874	 	 	 	13,959,180	 	
 
The accompanying notes are an integral part of these condensed consolidated statements.
 
3

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016, GIVEN RETROACTIVE ADJUSTMENT
FOR THE 1-FOR-8 REVERSE STOCK SPLIT EFFECTIVE AUGUST 10, 2016
(UNAUDITED)
 
 	 	 	 	 	 	 	 	 	 	Additional	 	 	 	 	 	 	Total	 	
 	 	Common Stock	 	 	Paid-in	 	 	Accumulated	 	 	Stockholders’	 	
 	 	Shares	 	 	Par Value	 	 	Capital	 	 	Deficit	 	 	Equity	 	
Balance, December 31, 2015	 	 	13,973,597	 	 	$	13,974	 	 	$	152,347,372	 	 	$	(82,869,310	)	 	$	69,492,036	 	
Stock-based compensation	 	 	—	 	 	 	—	 	 	 	1,673,197	 	 	 	—	 	 	 	1,673,197	 	
Sale of common stock and warrants, net of issuance costs	 	 	861,251	 	 	 	861	 	 	 	2,888,489	 	 	 	—	 	 	 	2,889,350	 	
Shares issued for Employee Stock Purchase Plan options	 	 	9,724	 	 	 	9	 	 	 	27,426	 	 	 	—	 	 	 	27,435	 	
Shares issued for consulting services	 	 	418,750	 	 	 	419	 	 	 	1,674,581	 	 	 	—	 	 	 	1,675,000	 	
Net loss	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(6,695,901	)	 	 	(6,695,901	)	
Balance, September 30, 2016	 	 	15,263,322	 	 	$	15,263	 	 	$	158,611,065	 	 	$	(89,565,211	)	 	$	69,061,117	 	
The accompanying notes are an integral part of this condensed consolidated statement.
 
4

QUEST RESO URCE HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 	 	For the Nine Months Ended September 30,	 	
 	 	2016	 	 	2015	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
Net loss	 	$	(6,695,901	)	 	$	(4,677,031	)	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	
Depreciation	 	 	354,495	 	 	 	218,225	 	
Amortization of intangibles	 	 	2,771,912	 	 	 	2,722,351	 	
Loss on disposal of property and equipment	 	 	—	 	 	 	2,050	 	
Provision for doubtful accounts	 	 	269,057	 	 	 	3,972	 	
Stock-based compensation	 	 	1,882,572	 	 	 	931,874	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	824,928	 	 	 	(157,697	)	
Prepaid expenses and other current assets	 	 	(690,394	)	 	 	(586,502	)	
Security deposits and other assets	 	 	(943,102	)	 	 	9,714	 	
Accounts payable and accrued liabilities	 	 	(547,751	)	 	 	7,274,409	 	
Deferred revenue and other current liabilities	 	 	191,109	 	 	 	(73,776	)	
Other long-term liabilities	 	 	114,240	 	 	 	1,555	 	
Net cash provided by (used in) operating activities	 	 	(2,468,835	)	 	 	5,669,144	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
Purchase of property and equipment	 	 	(451,590	)	 	 	(819,608	)	
Purchase of capitalized software development and intellectual property	 	 	(272,012	)	 	 	(740,571	)	
Net cash used in investing activities	 	 	(723,602	)	 	 	(1,560,179	)	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
Proceeds from line of credit	 	 	16,500,000	 	 	 	4,450,000	 	
Repayments to line of credit	 	 	(17,250,000	)	 	 	(6,700,000	)	
Proceeds from the sale of common stock and warrants, net of issuance costs	 	 	2,889,350	 	 	 	60,705	 	
Proceeds from shares issued for Employee Stock Purchase Plan	 	 	27,435	 	 	 	—	 	
Repayments of capital lease obligations	 	 	(90,304	)	 	 	(20,090	)	
Net cash provided by (used in) financing activities	 	 	2,076,481	 	 	 	(2,209,385	)	
Net increase (decrease) in cash and cash equivalents	 	 	(1,115,956	)	 	 	1,899,580	 	
Cash and cash equivalents at beginning of period	 	 	2,989,731	 	 	 	3,154,540	 	
Cash and cash equivalents at end of period	 	$	1,873,775	 	 	$	5,054,120	 	
 	 	 	 	 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	 	 	 	 	
Cash paid for interest	 	$	175,219	 	 	$	166,035	 	
 	 	 	 	 	 	 	 	 	
Supplemental non-cash flow activities:	 	 	 	 	 	 	 	 	
Acquisition of equipment under capital leases	 	$	33,106	 	 	$	119,923	 	
Shares issued for consulting services	 	$	1,675,000	 	 	$	—	 	
Warrant liability issued for services	 	$	—	 	 	$	34,857	 	
 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these condensed consolidated 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, Earth911, Inc. (“Earth911”), Quest Resource Management Group, LLC (“Quest”), Landfill Diversion Innovations, LLC (“LDI”), Youchange, Inc. (“Youchange”), Quest Vertigent Corporation (“QVC”), and Quest Vertigent One, LLC (“QV One”) (collectively, “we,” “us,” “our,” or “our company”).  
Operations – We provide businesses with one-stop management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their businesses.  Our comprehensive reuse, recycling, and proper disposal management programs are designed to enable regional and national customers to have a single point of contact for managing a variety of waste streams and recyclables.  This business generates substantially all of our revenue.  We also operate environmentally based social media and online data platforms that contain information and instructions necessary to empower consumers and consumer product companies to recycle or properly dispose of household products and materials.  Our directory of local recycling and proper disposal options empowers consumers directly and enables consumer product companies to empower their customers by giving them the guidance necessary for the proper recycling or disposal of a wide range of household products and materials, including the “why, where, and how” of recycling.  Two customers accounted for 55.6% and 60.0% of revenue for the three months ended September 30, 2016 and 2015, respectively.  Two customers accounted for 55.5% and 60.2% of revenue for the nine months ended September 30, 2016 and 2015, respectively.  Our principal offices are located in The Colony, Texas.
Liquidity – As of September 30, 2016 and December 31, 2015, our working capital balance was $2,366,769 and $2,059,248, 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, 2015. 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, 2016 and the results of our operations and cash flows for the periods presented. We derived the December 31, 2015 condensed consolidated balance sheet data from audited financial statements, but did not include all disclosures required by GAAP. As Quest, Earth911, LDI, Youchange, QVC, and QV One each operate as ecology-based green 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 three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year.
On August 10, 2016, we filed amended and restated articles of incorporation with the Secretary of State of the state of Nevada to effect a 1-for-8 reverse stock split of our common stock.  The reverse split became effective as of 5:00 p.m. Eastern time on Wednesday, August 10, 2016 (“Effective Time”).  At the Effective Time, each lot of eight shares of common stock issued and outstanding immediately prior to the Effective Time were, automatically and without any further action on the part of our stockholders, converted into and became one share of common stock, and each certificate which, immediately prior to the Effective Time represented pre-reverse split shares, was deemed cancelled and, for all corporate purposes, was deemed to evidence ownership of post-reverse split shares.  In lieu of issuing any fractional shares, we rounded up to the nearest whole share in the event that a stockholder was entitled to receive less than one share of common stock.  As required by GAAP, we retroactively adjusted all share and per share amounts in our condensed consolidated financial statements and notes thereto to reflect the 1-for-8 reverse stock split.   
Revenue Recognition
We recognize revenue only when all of the following criteria have been met:
 	•	persuasive evidence of an arrangement exists;	
 	•	delivery has occurred or services have been rendered;	
 	•	the fee for the arrangement is fixed or determinable; and	
6

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(UNAUDITED)
 
 	•	collectability is reasonably ass ured.	
Persuasive Evidence of an Arrangement Exists – We document all terms of an arrangement in a service agreement or quote signed or confirmed by the customer prior to recognizing revenue.
Delivery Has Occurred or Services Have Been Rendered – We perform all services or deliver all products prior to recognizing revenue. Services are deemed to be performed when the services are complete.
The Fee for the Arrangement is Fixed or Determinable – Prior to recognizing revenue, a customer’s fee is either fixed or determinable under the terms of the quote, service agreement, or accepted customer purchase order.
Collectability Is Reasonably Assured – We assess collectability on a customer by customer basis based on criteria developed by us.
We provide businesses with management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their business. We utilize third-party subcontractors to execute the collection, transport, and recycling or disposal of used motor oil, oil filters, scrap tires, cooking oil, and expired food products. We evaluate the criteria outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-45, Revenue Recognition—Principal Agent Considerations , in determining whether it is appropriate to record the gross amount of service revenue and related costs or the net amount earned as management fees. Generally, when we are primarily obligated in a transaction, have latitude in establishing prices and selecting suppliers, have credit risk, or have several but not all of these indicators, we record revenue gross.  We record amounts collected from customers for sales tax on a net basis. In situations in which we are not primarily obligated, we do not have credit risk, or we determine amounts earned using fixed percentage or fixed payment schedules, we record the net amounts as management fees earned. Currently, we have one contract accounted for as management fees with revenue of $88,997 and $239,723 for the three and nine months ended September 30, 2016, respectively.  Our gross billings on this management fee contract were $1,523,282 and $3,788,592 for the three and nine months ended September 30, 2016, respectively.  Our net and gross revenue on this contract was $29,363 and $370,963, respectively, for both the three and nine months ended September 30, 2015.
We recognize licensing fees ratably over the term of the license. We derive some revenue from advertising contracts, which we recognize ratably over the term that the advertisement appears on our website.
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 2016 and 2015 would be anti-dilutive. These potentially dilutive securities include stock options, restricted stock units, and warrants and related to 3,266,799 and 2,033,738 shares at September 30, 2016 and 2015, respectively.
The following table sets forth the anti-dilutive securities excluded from diluted loss per share:
 
 	 	September 30,	 	
 	 	2016	 	 	2015	 	
 	 	(Unaudited)	 	 	(Unaudited)	 	
Anti-dilutive securities excluded from diluted loss per share:	 	 	 	 	 	 	 	 	
Stock options	 	 	1,271,858	 	 	 	550,342	 	
Restricted stock units	 	 	—	 	 	 	9,515	 	
Warrants	 	 	1,994,941	 	 	 	1,473,881	 	
Total anti-dilutive securities excluded from diluted loss per share	 	 	3,266,799	 	 	 	2,033,738	 	
 
Inventories
We record inventories within “Prepaid expenses and other current assets” in our condensed consolidated balance sheets.  As of September 30, 2016 and December 31, 2015, all inventories were waste disposal equipment with cost balances of $15,679 and $54,473, respectively, with no reserve for inventory obsolescence at either date.
Recently Issued Accounting Pronouncements
 In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers , or ASU 2014-09. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to correlate with the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 by one year, while allowing a company to adopt the new revenue standard early but not
7

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(UNAUDITED)
 
before the original effective date.  This g uidance will be effective as to us on January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the impact of adopting ASU 2014-09 on our consolidat ed financial statements.
In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , or ASU 2014-15. The update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. We do not expect the adoption of ASU 2014-15 to have a significant impact on our consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases , or ASU 2016-02.  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. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.
In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , or ASU 2016-09. The purpose of ASU 2016-09 is to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification of such activity on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. We are evaluating the impact of adopting ASU 2016-09 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, 2016 and December 31, 2015, property and equipment, net, and other assets consisted of the following:
 
 	 	September 30,	 	 	December 31,	 	
 	 	2016	 	 	2015	 	
 	 	(Unaudited)	 	 	 	 	 	
Property and equipment, net of accumulated depreciation of $2,328,033
     and $1,973,538 as of September 30, 2016 and December 31, 2015,
     respectively	 	$	1,438,437	 	 	$	1,308,236	 	
Security deposits and other assets	 	 	1,243,498	 	 	 	300,396	 	
    Property and equipment, net, and other assets	 	$	2,681,935	 	 	$	1,608,632	 	
 
We compute depreciation using the straight-line method over the estimated useful lives of the property and equipment. The depreciation expense for the three months ended September 30, 2016 was $123,283, inclusive of $38,490 of depreciation expense reflected within “Cost of revenue” in our condensed consolidated statement of operations as it related to assets used in directly servicing customer contracts.  The depreciation expense for the nine months ended September 30, 2016 was $354,495, inclusive of $86,754 of depreciation expense recorded to “Cost of revenue.”  The depreciation expense for the three and nine months ended September 30, 2015 was $71,844 and $218,225, respectively, with no depreciation expense recorded to “Cost of revenue.” At September 30, 2016, our capital lease assets were $373,573, net of $126,525 of accumulated depreciation. At December 31, 2015, our capital lease assets were $426,757, net of $34,041 of accumulated depreciation.
 
8

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(UNAUDITED)
 
4. Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets were as follows:
  
September 30, 2016 (Unaudited)	 	Estimated
Useful Life	 	Gross Carrying
Amount	 	 	Accumulated
Amortization	 	 	Net	 	
Finite lived intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Customer relationships	 	5 years	 	$	12,720,000	 	 	$	8,162,000	 	 	$	4,558,000	 	
Trademarks	 	7 years	 	 	6,242,055	 	 	 	2,856,162	 	 	 	3,385,893	 	
Patents	 	7 years	 	 	230,683	 	 	 	230,683	 	 	 	—	 	
Software	 	7 years	 	 	1,560,375	 	 	 	254,375	 	 	 	1,306,000	 	
Customer lists	 	5 years	 	 	307,153	 	 	 	228,938	 	 	 	78,215	 	
Total finite lived intangible assets	 	 	 	$	21,060,266	 	 	$	11,732,158	 	 	$	9,328,108	 	
 
December 31, 2015	 	Estimated
Useful Life	 	Gross Carrying
Amount	 	 	Accumulated
Amortization	 	 	Net	 	
Finite lived intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Customer relationships	 	5 years	 	$	12,720,000	 	 	$	6,254,000	 	 	$	6,466,000	 	
Trademarks	 	7 years	 	 	6,239,950	 	 	 	2,188,129	 	 	 	4,051,821	 	
Patents	 	7 years	 	 	230,683	 	 	 	230,683	 	 	 	—	 	
Software	 	7 years	 	 	1,290,468	 	 	 	104,570	 	 	 	1,185,898	 	
Customer lists	 	5 years	 	 	307,153	 	 	 	182,864	 	 	 	124,289	 	
Total finite lived intangible assets	 	 	 	$	20,788,254	 	 	$	8,960,246	 	 	$	11,828,008	 	
 
September 30, 2016 (Unaudited) and December 31, 2015	 	Estimated
Useful Life	 	Carrying
Amount	 	
Indefinite lived intangible asset:	 	 	 	 	 	 		
Goodwill	 	Indefinite	 	$	58,337,290	 		
 
We compute amortization using the straight-line method over the estimated useful lives of the finite lived intangible assets. The amortization expense related to finite lived intangible assets was $928,431 and $917,261 for the three months ended September 30, 2016 and 2015, respectively.  The amortization expense related to finite lived intangible assets was $2,771,912 and $2,722,351 for the nine months ended September 30, 2016 and 2015, respectively.  We have no indefinite-lived intangible assets other than goodwill. The goodwill is not deductible for tax purposes.
 
We performed our annual Step 1 impairment analysis for goodwill and other intangible assets in the third quarter of 2016 with no impairment recorded.
 
5. Line of Credit
On December 15, 2010, our principal subsidiary, Quest, entered into a Revolving Credit Note and Loan Agreement with Regions Bank (“Regions”), a national banking association. This agreement, as amended, provides Quest with a loan facility of up to $15,000,000 for working capital with advances generally limited to 80% of eligible accounts receivable from Quest’s largest customer and 85% of all other eligible accounts receivable. The facility matures May 13, 2018.  The interest on the outstanding principal amount accrues daily and is payable monthly based on a fluctuating interest rate per annum, which is the base rate plus 1.50% (2.78% as of September 30, 2016). The base rate for any day is the greater of (a) the federal funds rate plus one-half of 1%, (b) Region’s published effective prime rate, or (c) the Eurodollar rate for such day based on an interest period of one month. To secure the amounts due under the agreement, Quest granted Regions a security interest in all of its assets with guarantees from QRHC and Earth911. Quest had $3,250,000 outstanding and $9,035,449 available to be borrowed as of September 30, 2016. The amount of interest expense related to the Regions line of credit for the three months ended September 30, 2016 and 2015 was $57,331 and $65,026, respectively.  The amount of interest expense related to the Regions line of credit for the nine months ended September 30, 2016 and 2015 was $161,642 and $153,555, respectively.  As of September 30, 2016, Quest was in compliance with the financial covenants.
9

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(UNAUDITED)

6. Capital Lease Obligations
At September 30, 2016 and December 31, 2015, total capital lease obligations outstanding consisted of the following:
 
 	 	September 30,	 	 	December 31,	 	
 	 	2016	 	 	2015	 	
 	 	(Unaudited)	 	 	 	 	 	
Capital lease obligations, imputed interest at 2.65% to 13.29%, with monthly payments of $12,550, through November 2020, secured by computer and telephone equipment	 	$	344,972	 	 	$	402,170	 	
Total	 	 	344,972	 	 	 	402,170	 	
Less: current maturities	 	 	(109,449	)	 	 	(112,125	)	
Long-term portion	 	$	235,523	 	 	$	290,045	 	
 
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, 2016 and 2015 was $3,464 and $833, respectively.  The amount of interest expense related to our capital leases for the nine months ended September 30, 2016 and 2015 was $11,117 and $1,746, respectively.
 
7. 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 for the amount of deferred tax assets that, based on available evidence, are more likely than not to be realized. Realization of our net operating loss carryforward was not reasonably assured as of September 30, 2016 and December 31, 2015, and we have recorded a valuation allowance of $15,200,000 and $12,313,000, respectively, against deferred tax assets in excess of deferred tax liabilities in the accompanying condensed consolidated financial statements. As of September 30, 2016 and December 31, 2015, we had federal income tax net operating loss carryforwards of approximately $17,300,000 and $14,500,000, respectively, which expire at various dates beginning in 2031.
 
8. Fair Value of Financial Instruments
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, deferred revenue, line of credit, 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 line of credit, based on borrowing rates currently available to us for loans with similar terms and maturities.
 
9. Stockholders’ Equity
Preferred Stock – Our authorized preferred stock includes 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 includes 200,000,000 shares of common stock with a par value of $0.001, of which 15,263,322 and 13,973,597 shares were issued and outstanding as of September 30, 2016 and December 31, 2015, respectively.
During the nine months ended September 30, 2016, we issued shares of common stock as follows:
 
 	 	Common Stock	 	
 	 	Shares	 	 	Amount	 	
Sale of common stock and warrants, net of issuance costs of $452,300	 	 	861,251	 	 	$	2,889,350	 	
Shares issued for Employee Stock Purchase Plan options	 	 	9,724	 	 	 	27,435	 	
Shares issued for consulting services	 	 	418,750	 	 	 	1,675,000	 	
 	 	 	1,289,725	 	 	$	4,591,785	 	
 	•	Sale of Common Stock and Warrants   –	
 	o	On March 30, 2016, we issued 861,251 shares of our common stock, together with warrants to purchase 430,628 shares of our common stock, at a price per share and warrant of $3.88 in a stock offering. We also issued the	
10

QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(UNAUDITED)
 
 		underwriters warrants to purchase 90,43 2 shares of our common stock.  The warrants may be exercised for a period of five years at an initial exe rcise price of $3.88 per share, subject to adjustment for certain dilutive events.	
 	•	Shares Issued for Employee Stock Purchase Plan Options –	
 	o	On May 16, 2016, we issued 9,724 shares to employees for $27,435 under our 2014 Employee Stock Purchase Plan (“ESPP”) for options that vested and were exercised.     	
 	•	Shares Issued for Consulting Services –	
 	o	On September 28, 2016, we issued 418,750 fully vested restricted shares of our common stock to a third party for consulting services under a one-year contract.  We recorded an expense of $209,375 for the three and nine months ended September 30, 2016 within “Selling, General, and Administrative Expenses” in our condensed consolidated statement of operations.  The balance recorded within “Prepaid expenses and other current assets” in our condensed consolidated balance sheets at September 30, 2016 was $1,465,625, which we will expense ratably through August 2017.	
Warrants – During the nine months ended September 30, 2016, we issued warrants to purchase 521,060 shares and no holders exercised warrants.  At September 30, 2016, we had outstanding exercisable warrants to purchase 1,994,941 shares of common stock.  
The following table summarizes the warrants issued and outstanding as of September 30, 2016:
 	 	
 	 	Date of	 	Exercise	 	 	Shares of	 	
Description	 	Issuance	 	Expiration	 	Price	 	 	Common Stock	 	
Exercisable warrants	 	 	 	 	 	 	 	 	 	 	 	 	
Warrants	 	04/18/2014	 	04/01/2017	 	$	16.00	 	 	 	180,126	 	
Warrant	 	05/07/2014	 	05/07/2017	 	$	21.20	 	 	 	25,000	 	
Warrant	 	05/28/2014	 	10/31/2016	 	$	34.48	 	 	 	56,250	 	
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	 	 	 	 	 	 	1,994,941	 	
Employee Stock Purchase Plan – On September 17, 2014, our stockholders approved our ESPP. We recorded expense of $3,527 and $17,723 related to the ESPP during the three months ended September 30, 2016 and 2015, respectively.  We recorded expense of $28,200 and $54,647 related to the ESPP during the nine months ended September 30, 2016 and 2015, respectively.
Stock Options – The following table summarizes the stock option activity for the nine month period ended September 30, 2016:
 
 	 	Stock Options	 	
 	 	 	 	 	 	 	 	Weighted-	 	
 	 	 	 	 	 	Exercise	 	Average	 	
 	 	Number	 	 	Price Per	 	Exercise Price	 	
 	 	of Shares	 	 	Share	 	Per Share	 	
Outstanding at December 31, 2015	 	 	742,997	 	 	$  6.24 — 30.00	 	$	16.32	 	
Granted	 	 	705,125	 	 	$  2.15  —  6.40	 	$	4.00	 	
Canceled/Forfeited	 	 	(176,264	)	 	$  6.24 — 30.00	 	$	13.15	 	
Outstanding at September 30, 2016	 	 	1,271,858	 	 	$  2.15 — 30.00	 	$	9.46	 	

 

 
11

 I tem 2. Management’s Discussion and Analysis of Financial Cond ition 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 and Section 21E of the Securities Exchange Act. 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,” “intents,” “ 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.  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, 2015.  
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, Earth911, 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 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, Quest, and Earth911.
Three and Nine Months Ended September 30, 2016 and 2015 Operating Results
The following table summarizes our operating results for the three and nine months ended September 30, 2016 and 2015:
 
 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
 	 	2016	 	 	2015	 	 	2016	 	 	2015	 	
 	 	(Unaudited)	 	 	(Unaudited)	 	 	(Unaudited)	 	 	(Unaudited)	 	
Revenue	 	$	46,157,414	 	 	$	43,567,822	 	 	$	138,771,985	 	 	$	125,906,645	 	
Cost of revenue	 	 	42,562,397	 	 	 	40,049,271	 	 	 	128,036,082	 	 	 	115,685,809	 	
Gross profit	 	 	3,595,017	 	 	 	3,518,551	 	 	 	10,735,903	 	 	 	10,220,836	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling, general, and administrative	 	 	4,923,283	 	 	 	4,110,442	 	 	 	14,215,944	 	 	 	11,793,700	 	
Depreciation and amortization	 	 	1,013,225	 	 	 	989,105	 	 	 	3,039,653	 	 	 	2,940,576	 	
Total operating expenses	 	 	5,936,508	 	 	 	5,099,547	 	 	 	17,255,597	 	 	 	14,734,276	 	
Operating loss	 	 	(2,341,491	)	 	 	(1,580,996	)	 	 	(6,519,694	)	 	 	(4,513,440	)	
Interest expense	 	 	(62,345	)	 	 	(72,758	)	 	 	(176,207	)	 	 	(163,591	)	
Income tax expense	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Net loss	 	$	(2,403,836	)	 	$	(1,653,754	)	 	$	(6,695,901	)	 	$	(4,677,031	)	
 
Three and Nine Months Ended September 30, 2016 compared to Three and Nine Months Ended September 30, 2015
Revenue
For the quarter ended September 30, 2016, revenue was $46.2 million, an increase of $2.6 million, or 5.9%, compared with $43.6 million for the quarter ended September 30, 2015.  The increase was primarily due to a combination of new revenue from customers added after the third quarter of 2015 along with expanded services to the current customer base partially offset by certain customer credits of $110,000.  
12

For the nine months ended September 30, 2016, revenue was $138.8 million, a n increase of $12.9 million, or 10.2 %, compared with $125.9 million for the nine months ended September 30, 2015.  The increase was primarily due to a combination of new revenue from customers added after the third quarter of 2015 along with expanded services to the current customer base .
Cost of Revenue/Gross Profit
Cost of revenue increased $2.5 million to $42.6 million for the quarter ended September 30, 2016 from $40.1 million for the quarter ended September 30, 2015.  The increase primarily related to the cost of servicing the new customers added late in 2015 and expanded services to the current customer base. Gross profit increased $76,000 to $3.6 million for the quarter ended September 30, 2016 from $3.5 million for the quarter ended September 30, 2015. The gross profit margin was 7.8% of third quarter 2016 net sales compared with 8.1% of third quarter 2015 net sales.  The decrease in gross profit margin percentage for the three months ended September 30, 2016 was primarily due to the change in the mix of services and increased cost of certain contracted services.  
Cost of revenue increased $12.3 million to $128.0 million for the nine months ended September 30, 2016 from $115.7 million for the nine months ended September 30, 2015.  The increase primarily related to the cost of servicing the new customers added late in 2015 and expanded services to the current customer base.  Gross profit increased $515,000 to $10.7 million for the nine months ended September 30, 2016 from $10.2 million for the nine months ended September 30, 2015.  The gross profit margin was 7.7% of net sales for the nine months ended September 30, 2016 compared with 8.1% of net sales for the nine months ended September 30, 2015.  The decrease in gross profit margin percentage for the nine months ended September 30, 2016 was primarily due to the change in the mix of services and fluctuations in the cost of various contracted services.
Margins are affected quarter to quarter by the volumes of waste and recycling materials generated by our customers, frequency of services delivered, service price and commodity index adjustments, cost of contracted services, advertising rates, and the sales mix between advertising, consulting, commodities, and services in any one reporting period.
Operating Expenses
For the quarter ended September 30, 2016, operating expenses increased $837,000 to $5.9 million from $5.1 million for the comparable quarter in 2015.  For the nine months ended September 30, 2016, operating expenses increased $2.5 million to $17.2 million from $14.7 million for the nine months ended September 30, 2015.
Selling, general, and administrative expenses were $4.9 million and $4.1 million for the three months ended September 30, 2016 and 2015, respectively, an increase of $813,000. Selling, general, and administrative expenses were $14.2 million and $11.8 million for the nine months ended September 30, 2016 and 2015, respectively, an increase of $2.4 million.  For the three months ended September 30, 2016 the increase was primarily related to increases in stock-related compensation of $487,000, legal and other professional fees of $140,000, severance expense of $27,000, and selling, general, and administrative expenses of approximately $138,000 for integrating and servicing an increased number of customer locations.  For the nine months ended September 30, 2016, the increase was primarily related to increases in stock-related compensation of $951,000, legal and other professional fees of $359,000, severance expense of $27,000, and selling, general, and administrative expenses of approximately $606,000 for integrating and servicing an increased number of customer locations.
Operating expenses also included depreciation and amortization of $1.0 million for the three months ended September 30, 2016 and 2015.  Depreciation and amortization expenses were $3.0 million for the nine months ended September 30, 2016 and 2015.      
Interest Expense
For the three months ended September 30, 2016, interest expense decreased $11,000 to $62,000 from $73,000 for the three months ended September 30, 2015 as a result of a lower average outstanding balance on our line of credit.  For the nine months ended September 30, 2016, interest expense increased $12,000 to $176,000 from $164,000 for the nine months ended September 30, 2015 as a result of a higher interest rate and a higher average outstanding balance on our line of credit.  
Net Loss
Net loss for the quarter ended September 30, 2016 was $(2.4) million compared with a net loss of $(1.7) million for the quarter ended September 30, 2015.  Net loss for the nine months ended September 30, 2016 was $(6.7) million compared with a net loss of $(4.7) million for the nine months ended September 30, 2015.  The explanations above detail the majority of the changes related to the increase in net loss.
Loss per Share
Net loss per basic and diluted share was $(0.16) for the quarter ended September 30, 2016 compared with a net loss per basic and diluted share of $(0.12) for the quarter ended September 30, 2015. The weighted average number of shares of common stock outstanding increased to 14.9 million for the three months ended September 30, 2016 from 14.0 million for the three months ended September 30, 2015.  We have retroactively adjusted all common share and per share amounts to reflect the 1-for-8 reverse stock split effective August 10, 2016 as discussed in Note 2 of our Condensed Consolidated Financial Statements.
13

Net loss per ba sic and diluted share was $(0.46 ) for the nine months ended September 30, 2016 compar ed with a net loss per basic and diluted share of $(0.34) for the nine months ended September 30, 2015.  The weighted average number of shares of common sto ck outstanding increased to 14.6 million for the nine months ended September 30, 2016 from 14.0 mill ion for the nine months ended September 30, 2015.  The increase in the share count for the three and nine months ended September 30, 2016 was primarily from the issuance of shares for Employee Stock Purchase Plan options exercised during 2015 and 2016, the stock offering during the first quarter of 2016 and the shares issued for third party consulting services in the third quarter of 2016 .
Our business, including revenue, operating expenses, and operating margins, may vary depending on commodity prices, the blend of services, the nature of the contracts, and sales volumes.
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”, 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.  Other adjustments include items such as certain legal and other professional fees related to our reverse stock split, certain customer credits, and severance costs and aggregated $223,357 and $263,300 in the three and nine months, respectively, ended September 30, 2016.
The following table reflects Adjusted EBITDA for the three and nine months ended September 30, 2016 and 2015:
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA
(UNAUDITED)
 	 	As Reported	 	 	As Reported	 	
 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
 	 	2016	 	 	2015	 	 	2016	 	 	2015	 	
 	 	(Unaudited)	 	 	(Unaudited)	 	 	(Unaudited)	 	 	(Unaudited)	 	
Net loss	 	$	(2,403,836	)	 	$	(1,653,754	)	 	$	(6,695,901	)	 	$	(4,677,031	)	
Depreciation and amortization	 	 	1,051,715	 	 	 	989,105	 	 	 	3,126,407	 	 	 	2,940,576	 	
Interest expense	 	 	62,345	 	 	 	72,758	 	 	 	176,207	 	 	 	163,591	 	
Stock-based compensation expense	 	 	793,761	 	 	 	306,366	 	 	 	1,882,572	 	 	 	931,874	 	
Other adjustments	 	 	223,357	 	 	 	—	 	 	 	263,300	 	 	 	—	 	
Income tax expense	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Adjusted EBITDA	 	$	(272,658	)	 	$	(285,525	)	 	$	(1,247,415	)	 	$	(640,990	)	
Liquidity and Capital Resources
As of September 30, 2016, we had $1.9 million in cash and cash equivalents compared with $3.0 million as of December 31, 2015. Working capital was $2.4 million as of September 30, 2016 compared with $2.1 million as of December 31, 2015.
We derive our primary sources of funds for conducting our business activities from sales of services, commodities, consulting, and advertising; borrowings under our credit facilities; and the placement of our equity securities with investors.  We require working capital primarily to carry accounts receivable, service debt, purchase capital assets, fund operating expenses, address unanticipated competitive threats or technical problems, withstand adverse economic conditions, fund potential acquisition transactions, and pursue our goals and strategies.
We believe our existing cash and cash equivalents of $1.9 million, available borrowing capacity under our credit facility as of September 30, 2016 of $9.0 million, placements of our securities, and cash expected to be generated from operations will be sufficient to fund our operations for the next 12 months.
Cash Flows
The following discussion relates to the major components of our cash flows for the nine months ended September 30, 2016 and 2015.
Cash Flows from Operating Activities
 Cash used in operating activities was $2.5 million for the nine months ended September 30, 2016 compared with cash provided by operating activities of $5.7 million for the nine months ended September 30, 2015. Cash used in operating activities for the nine months ended September 30, 2016 included the net loss of $6.7 million and cash used in the net change in operating assets and liabilities of $1.1 million, offset by non-cash items of $5.3 million.  The cash provided by operating activities for the nine months ended September 30, 2015 related to the net loss of $4.7 million, offset by cash used in the net change in operating assets and liabilities of $6.5 million and non-cash items of $3.9 million. The non-cash items primarily reflected depreciation, amortization of intangible assets, provision for doubtful accounts, and stock-based compensation. The net changes in operating assets and liabilities were primarily related to changes in accounts receivable, security deposits and other assets, and accounts payable and accrued liabilities. Our business, including revenue, operating expenses, and operating margins, may vary depending on commodity prices, the
14

blend of services we provide to our customers, the terms of customer contracts, and our business levels. Our operating activities may require addition al cash in the future from debt and/or equity financings depending on the level of our operations until such time as we generate sustained positive cash flow from operations.
Cash Flows from Investing Activities
Cash used in investing activities for the nine months ended September 30, 2016 and 2015 was $723,600 and $1.6 million, respectively, primarily from purchases of property and equipment and costs related to software development.  The decrease in cash used during the nine months ended September 30, 2016 was primarily due to a decrease in the purchase of property and equipment along with a decline in capitalized software development in 2016 compared with 2015.
Cash Flows from Financing Activities
Cash provided by financing activities was $2.1 million for the nine months ended September 30, 2016, primarily from $2.9 million from the sale of stock and warrants.  Cash used in financing activities was $2.2 million for the nine months ended September 30, 2015, primarily from net repayments on our line of credit.  
Inflation
We do not believe that inflation had a material impact on us during the three and nine months ended September 30, 2016 and 2015.
Critical Accounting Estimates and Policies
Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include carrying amounts of accounts receivable, long-lived assets, goodwill and other intangible assets, stock-based compensation expense, and deferred taxes. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated.
We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity.
Collectability of Accounts Receivable
Our accounts receivable consist primarily of amounts due from customers for the performance of services, and we record the amount net of an allowance for doubtful accounts. To record our accounts receivable at their net realizable value, we assess their collectability, which requires a considerable amount of judgment. We perform a detailed analysis of the aging of our receivables, the credit worthiness of our customers, our historical bad debts, and other adjustments. If economic, industry, or customer specific business trends worsen, we increase the allowance for uncollectible accounts by recording additional expense in the period in which we become aware of the new conditions.
Long-Lived Assets
We periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets should be evaluated for possible impairment. Instances that may lead to an impairment include the following: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
Upon recognition of an event, as previously described, we use an estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets in assessing their recoverability. We measure impairment loss as the amount by which the carrying amount of the asset exceeds the fair value of the asset. We primarily employ the two following methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in an arm’s-length transaction between unrelated willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows.
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Impairment of Goodwill and Other Intangible Assets
In accordance with ASC Topic 350, Intangibles – Goodwill and Other, we perform goodwill impairment testing at least annually during the third quarter, unless indicators of impairment exist in interim periods. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, as well as overall financial performance. The impairment test for goodwill uses a two-step approach. Step 1 compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, Step 2 must be performed. Step 2 compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, we recognize an impairment loss equal to the excess.
In addition to the required goodwill impairment analysis, we also review the recoverability of our net intangible assets with finite lives when an indicator of impairment exists. Based on our analysis of estimated undiscounted future cash flows expected to result from the use of these net intangibles with finite lives, we determine if we will recover their carrying values as of the test date. If not recoverable, we record an impairment charge.  
We performed our Step 1 goodwill impairment analysis on July 31, 2016 utilizing an income approach.  For this purpose, we have only one reporting unit as that term is defined in ASC Topic 350.  We believe that the discounted cash flow method best captures the significant value creating activities we are undertaking, as further discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.  The primary assumptions in our Step 1 income approach included estimating cash flows and projections based on management’s expectations.  We determined that the estimated fair value of our goodwill exceeds our carrying value, and consequently, no impairment was deemed to have occurred.
A continued or prolonged period of declining gross margins could result in the write off of a portion or all of our goodwill and other intangible assets in future periods.
Stock Options
We estimate the fair value of stock options using the Black-Scholes-Merton valuation model. Significant assumptions used in the calculation were determined as follows:
 	•	We determine the expected term under the simplified method using an average of the contractual term and vesting period of the award as appropriate statistical data required to properly estimate the expected term was not available;	
 	•	We measure the expected volatility using the historical daily changes in the market price of our common stock and applicable comparison companies;	
 	•	We approximate the risk-free interest rate using the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and	
 	•	We base forfeitures on the history of cancellations of options granted by us and our analysis of potential future forfeitures.	
Accounting for Income Taxes
We use the asset and liability method to account for income taxes. We use significant judgment in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. In preparing our condensed consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax liability together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, depreciation on property and equipment, intangible assets, goodwill, and benefits of net operating loss tax carryforwards. These differences result in deferred tax assets, which include tax loss carryforwards and liabilities, which are included within our condensed consolidated balance sheets. We then assess the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, we establish a valuation allowance. To the extent we establish or increase a valuation allowance in a period, we include an adjustment within the tax provision of our condensed consolidated statements of operations. As of September 30, 2016 and December 31, 2015, we had established a full valuation allowance for all deferred tax assets.
As of September 30, 2016 and December 31, 2015, we did not recognize any assets or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded during the next 12 months. We recognize any interest or penalties related to unrecognized tax benefits in income tax expense. Since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest.
Financial Instruments
 Our financial instruments as of September 30, 2016 and December 31, 2015 consisted of cash and cash equivalents, accounts receivable, line of credit, accounts payable, accrued liabilities, deferred revenue, 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
16

financial instruments approximates their carrying values using Level 3 inputs, bas ed on their short maturities or for long-term debt and long-term portions of capital lease obligations, based on borrowing rates currently available to us for loans with similar terms and maturities.
Recent Accounting Pronouncements
 See Note 2 to our Condensed Consolidated Financial Statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet debt or similar obligations. We have no transactions or obligations with related parties that are not disclosed, consolidated into, or reflected in our reported results of operations or financial position. We do not guarantee any third-party debt.
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
 Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2016.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our Company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. We base the design of any system of controls in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.
 PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
We may be subject to legal proceedings in the ordinary course of business. As of the date of this Quarterly Report on Form 10-Q, we are not aware of any legal proceedings to which we are a party that we believe could have a material adverse effect on us.
 Item 1A. Risk Factors
Not Applicable
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
 Item 3. Defaults Upon Senior Securities
None
 Item 4. Mine Safety Disclosures
Not Applicable
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 I tem 5. Other Information
 	(a)	None	
 	(b)	None	
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 Item 6. Exhi bits
 
Exhibit No.	 	Exhibit	
 
  3.1(b)	 	 
Third Amended and Restated Articles of Incorporation of Quest Resource Holding Corporation (1)	
 
  31.1  	 	 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	
 
  31.2  	 	 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	
 
  32.1  	 	 
Section 1350 Certification of Chief Executive Officer	
 
  32.2  	 	 
Section 1350 Certification of Chief Financial Officer	
 
101.INS  	 	 
XBRL Instance Document	
 
101.SCH  	 	 
XBRL Taxonomy Extension Schema Document	
 
101.CAL  	 	 
XBRL Taxonomy Extension Calculation Linkbase Document	
 
101.DEF  	 	 
XBRL Taxonomy Extension Definition Linkbase Document	
 
101.LAB  	 	 
XBRL Taxonomy Extension Label Linkbase Document	
 
101.PRE	 	 
XBRL Taxonomy Extension Presentation Linkbase Document	

(1)	Filed as Exhibit 3.1(b) to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2016.	
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 SIGNA TURES
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 thereunto duly authorized.
 
 	  	QUEST RESOURCE HOLDING CORPORATION	
 	 	 	
Date: November 14, 2016	  	By:	  	/s/ S. Ray Hatch	
 	  	S. Ray Hatch	
 	  	President and Chief Executive Officer	
 	 	 	
Date: November 14, 2016	  	By:	  	/s/ Laurie L. Latham	
 	  	Laurie L. Latham	
 	  	Senior Vice President and Chief Financial Officer	

20

Exhibit 31.1
RULE 13 a -14( a )/15 d -14( a ) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, S. Ray Hatch, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Quest Resource Holding Corporation;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: November 14, 2016	 	/s/ S. Ray Hatch	
 	 	S. Ray Hatch	
 	 	President and Chief Executive Officer	
 	 	(Principal Executive Officer)	

Exhibit 31.2
RULE 13 a -14( a )/15 d -14( a ) CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Laurie L. Latham, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Quest Resource Holding Corporation;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: November 14, 2016	 	/s/ Laurie L. Latham	
 	 	Laurie L. Latham	
 	 	Senior Vice President and Chief Financial Officer	
 	 	(Principal Financial and Accounting Officer)	

Exhibit 32.1
SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
In connection with the Quarterly Report on Form 10-Q of Quest Resource Holding Corporation (the “Company”) for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, S. Ray Hatch, President and Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and	
 	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	
 
/s/ S. Ray Hatch	
S. Ray Hatch	
President and Chief Executive Officer	
(Principal Executive Officer)	
Date: November 14, 2016
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Quest Resource Holding Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2
SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER
In connection with the Quarterly Report on Form 10-Q of Quest Resource Holding Corporation (the “Company”) for the quarterly period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurie L. Latham, Senior Vice President and Chief Financial Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and	
 	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	
 
/s/ Laurie L. Latham	
Laurie L. Latham	
Senior Vice President and Chief Financial Officer	
(Principal Financial and Accounting Officer)	
Date: November 14, 2016
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Quest Resource Holding Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.