Quest Resource Holding Corp
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 13, 2026
QRHC$1.12+7.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-12.
0000950170-25-037891
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-13.
0001193125-26-104675
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 96 previous paragraphs and 95 current paragraphs.
47 unchanged; 29 reworded; 17 added; 18 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
Quest optimizes the waste management and recycling processes and equipment utilization for our customers, which lowers costs and provides scalable efficiency. We uncover hidden cost increases by auditing invoices and disallowing unauthorized charges and fees.
Current report
We provide consolidation for all invoices, reporting, and remittance, further simplifying the waste management and recycling process for customers. We ensure the frequency of our customers’ services aligns directly with the volume of waste they generate.
Current report
Our services are primarily tailored to large, Fortune 1000 businesses and are applicable across multiple and diverse industry sectors. Our service offerings are broad and include a wide range of environmental and waste management solutions. These services range from traditional waste management to managing more than 150 different types of waste streams and recyclable materials.
Current report
The decline in revenue for the year ended December 31, 2025 was primarily driven by ongoing headwinds from certain clients in the industrial end market, which reduced revenue by $31.4 million. These headwinds are mostly confined to a few clients and are primarily related to lower waste volumes and services which are directly tied to our clients’ lower production volumes. Additionally, our revenues decreased year-over-year by approximately $14.3 million due to the divestiture of an underperforming business operation which occurred in the first quarter of 2025. See Note 3 to our consolidated financial statements for further discussions of the divested operations.
Current report
These revenue reductions were partially offset by incremental growth across the broader portfolio, which contributed approximately $7.0 million in revenue during 2025. The incremental revenue growth is comprised of approximately $29.4 million earned from new client growth and from the expansion of existing clients’ business. This growth in business was partially offset by client attrition of
Current report
$19.5 million. The client attrition primarily occurred in and around the fourth quarter of 2024 and was mostly related to clients that were acquired by the Company under prior business combinations.
Current report
Cost of revenue decreased to $207.7 million for the year ended December 31, 2025, from $238.5 million for the year ended December 31, 2024. The reduction in costs was primarily driven by lower volumes related to customer attrition and softness in the industrial end-market, as well as the impact of our divested business operations, which eliminated costs associated with lower-margin operations. The year-over-year changes were mostly proportional with the changes in revenue above. In addition, in the fourth quarter of 2024, we recorded approximately $1.0 million in cost of revenue related to unreconciled accounts payable payments.
Current report
Selling, general, and administrative expenses were $37.6 million and $39.5 million for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, the expense decrease includes approximately $1.6 million in labor-related cost savings resulting from a reduction in headcount due to operational efficiency initiatives implemented throughout the year. The Company’s cost savings initiatives also resulted in a decrease of approximately $1.2 million in professional fees. Additionally, bad debt expense decreased approximately $0.9 million from the prior year, primarily driven by our collection efforts and the divestiture of our underperforming business operation. These reductions were partially offset by an increase of approximately $1.6 million in severance and retirement-related expenses during the year and approximately $0.6 million in IT and software-related costs incurred to support ongoing efficiency improvements. Finally, while bonus expense was mostly in line with the prior year, the financial results for the three months ended December 31, 2025 included a $0.8 million decrease in bonus expense compared to the prior three months.
Current report
Operating expenses included depreciation and amortization of $5.3 million and $9.4 million for the years ended December 31, 2025 and 2024, respectively. The decrease in depreciation and amortization expense is due primarily to a lower customer relationship intangible balance, resulting from the held for sale classification of intangible assets associated with a disposal group at December 31, 2024. Additionally, as a result of certain client attrition, the Company determined a customer relationship intangible was impaired and recorded an impairment charge of $1.7 million during 2025, which reduced the intangible value. See Note 5 to our consolidated financial statements for further discussion.
Current report
On March 31, 2025, we completed the sale of substantially all of the assets used in an underperforming business operation. The selling price of the assets, which were classified as held for sale on December 31, 2024, was approximately $5.0 million in cash plus (i) additional amounts, not to exceed $6.5 million, based on future performance of the contracts sold over the three years following the date of closing and (ii) a one-time payment based on the purchaser’s ability to collect the accounts receivable and other monies due for sales and deliveries of goods, performance of services and other business transactions, subject to certain other adjustments as set forth in the asset purchase agreement.
Current report
During the second half of 2025, we recognized a net gain on sale of approximately $276 thousand for the sale of certain compactors and related equipment, which primarily related to sale-leaseback transactions entered into with a third party. See Note 8 to our consolidated financial statements for further discussion.
Current report
On March 12, 2026, we and certain of our domestic subsidiaries entered into an amendment (the “Monroe Eighth Amendment”) to the Credit Agreement with Monroe Capital, as administrative agent for the lenders thereto, and the lenders. The Monroe Eighth Amendment amended the Credit Agreement to, among other things, modify the financial covenants.
Current report
As previously disclosed, on October 19, 2020, we granted a warrant to purchase 500,000 shares exercisable immediately and subsequently issued a warrant to purchase 350,000 shares on October 19, 2021 to affiliates of Monroe Capital (the “Holders”) in connection with the financing (the “Warrants”). On March 12, 2026, we and the Holders entered into an Amendment to Warrant to Purchase Common Stock to each of the Warrants to extend the expiration date of the Warrants from March 19, 2028 to June 28, 2030.
Current report
On March 12, 2026, we and certain of our domestic subsidiaries entered into a Loan and Security Agreement with Texas Capital Bank (the “TCB Loan Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the TCB Loan Agreement. Among other things, the TCB Loan Agreement provides for an asset-based revolving credit facility in the maximum principal amount of $40.0 million with a sublimit for issuance of letters of credit of up to $3.5 million. Each loan under the revolving credit facility bears interest at the rate equal to the lesser of (a) the Maximum Rate and (b) the Applicable Rate of Term SOFR plus the Applicable Margin. The maturity date of the revolving credit facility is December 30, 2029. The revolving credit facility contains an accordion feature permitting the revolving credit facility to be increased by up to $10 million.
Current report
On March 12, 2026, contemporaneously with the execution and delivery of the TCB Loan Agreement, the PNC Loan Agreement was terminated in accordance with its terms thereof and all outstanding amounts thereunder were repaid.
Current report
The following table presents a summary of our cash flows for the years ended December 31, 2025 and 2024 (in thousands):
Current report
The favorable change in our net cash provided by operating activities year-over-year primarily results from improved working capital management, especially related to strong collection efforts and improved billing cycle times which contributed to an improvement in days sales outstanding. Additionally, as a result of reduced borrowings under our revolving credit facility during 2025, we recognized a $1.7 million reduction in cash paid for interest. During the year ended December 31, 2025, we also recognized decreased spending for operating expenses as a result of our cost savings initiatives. These positive impacts to our cash provided by operating activities were partially offset by the net decline in client activity during the year ended December 31, 2025. See Management’s Discussion and Analysis of Financial Condition: Results of Operations for further discussion of our cost savings initiatives and client activity.
Removed paragraphs (18)
Previous report
Newly added customers in the current year contributed $18.6 million in additional revenue ($8.5 million in the fourth quarter) compared to the prior year. Additionally, overall demand was mostly strong for the remaining business which, in total, contributed $25.6 million in additional revenue, an increase of almost 13% from 2023. These increases were mostly offset by lower volumes from lost customers and services and lower volumes due to soft conditions in a certain customer’s end markets. These reductions resulted in a decrease of revenues of $44.0 million, which includes lower than expected production volumes at one of our largest customers due to soft conditions in their end market. Approximately one-third of the lower revenues is associated with customers, both former and current, related to the disposal group held for sale. See Note 3 to our consolidated financial statements for further discussion.
Previous report
Cost of revenue increased to $238.5 million for the year ended December 31, 2024, from $238.3 million for the year ended December 31, 2023. The changes in cost of revenues were primarily due to the changes in revenue described above. Additionally, we experienced higher cost of revenue as a percentage of revenue in 2024 due to on-boarding and ramping up of new customers which was offset by the reductions from the lower volumes described in the revenues section whose margins were lower overall than the company’s average gross margin. In addition, in 2023 we recorded $1.2 million in cost of revenue related to unreconciled accounts payable from a 2021 acquisition, and in the fourth quarter of 2024, we recorded approximately $1.0 million in cost of revenues related to unreconciled accounts payable related to 2021 and 2022 payments.
Previous report
Selling, general, and administrative expenses were $39.5 million and $37.7 million for the years ended December 31, 2024 and 2023, respectively. The increase primarily relates to increases in overall labor related expenses of $0.8 million, which includes the benefit of an approximately $0.8 million reduction in year over year bonus expense in 2024, mostly related to unearned executive bonus expense. Professional fees also increased by $0.4 million compared to the prior year. Additionally, bad debt expense increased $0.2 million compared to the prior year, which included approximately $0.5 million in additional bad debt reserve for certain customers related to the assets held for sale. Operating expenses included depreciation and amortization of $9.4 million and $9.6 million for the years ended December 31, 2024 and 2023, respectively.
Previous report
We refinanced our credit facilities on December 30, 2024 for more favorable interest rate margins. We expect to realize the positive effect of lower interest rates in 2025. See Note 7 to our consolidated financial statements for further discussion.
Previous report
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share
Previous report
Adjusted net income (loss), a non-GAAP financial measure, for the year ended December 31, 2024, was $(0.7) million compared with $3.4 million for the year ended December 31, 2023. We present adjusted net income (loss) and adjusted net income (loss) per diluted share, both non-GAAP financial measures, supplementally because they are widely used by investors as a valuation measure in the solid waste industry. Management uses adjusted net income (loss) and adjusted net income (loss) per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We provide adjusted net income (loss) to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income (loss) has limitations due to the fact that it excludes items that have an impact on our financial condition and results of operations. Adjusted net income (loss) and adjusted net income (loss) per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently. Our adjusted net income (loss) and adjusted net income (loss) per diluted share for the years ended December 31, 2024 and 2023, are calculated as follows (in thousands except per share amounts):
Previous report
The following discussion relates to the major components of our cash flows.
Previous report
Net cash used in operating activities was $(6.1) million for the year ended December 31, 2024, compared with net cash used in operating activities of $(1.4) million for the year ended December 31, 2023.
Previous report
Net cash used in operating activities for the year ended December 31, 2024 related primarily to the net effect of the following:
Previous report
cash used in the net change in operating assets and liabilities of $(11.4) million, primarily associated with relative changes in accounts receivable, accounts payable, and accrued liabilities.
Previous report
Net cash used in operating activities for the year ended December 31, 2023 related primarily to the net effect of the following:
Previous report
net loss of $(7.3) million;
Previous report
cash used in the net change in operating assets and liabilities of $(8.2) million, primarily associated with relative changes in accounts receivable, accounts payable, and accrued liabilities.
Previous report
Our business, including revenue, operating expenses, and operating margins, may vary depending on the blend of services we provide to our customers, the terms of customer contracts, recyclable materials contracts, and our business volume levels. Fluctuations in net accounts receivable are generally attributable to a variety of factors including, but not limited to, the timing of cash receipts from customers, and the inception, increase, modification, or termination of customer relationships. Our operating activities may require additional cash in the future from our debt facilities and/or equity financings depending on the level of our operations.
Previous report
Business Combinations
Previous report
We account for acquisitions in accordance with ASC Topic 805, Business Combinations. In purchase accounting, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values at the acquisition date, and any remaining purchase price is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets. Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives.
Previous report
Our consolidated financial statements include the results of operations from the date of the acquisition.
Previous report
We expense all acquisition-related costs as incurred in selling, general and administrative expenses in the consolidated statements of operations.
Reworded paragraphs (29)
Previous wording
We are a national provider of waste and recycling services to customers from across multiple industry sectors that are typically larger, multi-location businesses. We create customer-specific programs and perform the related services for the collection, processing, recycling, disposal, and tracking of waste streams and recyclables to maximize resource utilization. Our programs and services enable our customers to address their business, sustainability and ESG goals and responsibilities.
Current wording
We are a national provider of waste and recycling management services to customers from across multiple industry sectors that are typically larger, multi-location businesses. We create customer-specific programs and perform the related services for the collection, processing, recycling, disposal, and tracking of waste streams and recyclables to maximize resource utilization. Our programs and services enable our customers to address their business sustainability and ESG goals and responsibilities while also receiving optimized operational efficiencies and lower costs.
Previous wording
We believe our services are comprehensive, innovative, and cost effective. Our services are designed to enable our business customers to capture the commodity value of their waste streams and recyclables, better manage their disposal and total operating costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and achieve their business and environmental goals while maximizing the efficiency of their assets. Our services currently focus on the waste streams and recyclables from big box retailers, including grocers and other specialty retailers; transportation, logistics, and fleet operators; manufacturing and industrial facilities; automotive after-market operations such as automotive maintenance, quick lube, dealerships, and collision repair; multi-family and commercial properties; restaurant chains and food operations; and construction and demolition projects. We currently concentrate on programs for recycling cardboard, pallets, metal, glass, motor oil and automotive lubricants, oil filters, scrap tires, oily water, goods destruction, food waste, meat renderings, cooking oil and grease trap waste, plastics, mixed paper, construction debris, as well as a large variety of regulated and non-regulated solid, liquid, and gas wastes. In addition, we offer products such as antifreeze and windshield washer fluid, dumpster and compacting equipment, and other minor ancillary services.
Current wording
We believe our services are comprehensive, innovative, and cost-effective. Our services are designed to enable our business customers to capture the commodity value of their waste streams and recyclables, better manage their disposal and total operating costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and achieve their business and environmental goals while maximizing the efficiency of their assets. Our services currently focus on the waste streams and recyclables from big box and small box retailers, including grocers and other specialty retailers; transportation, logistics, and fleet operators; manufacturing and industrial facilities; automotive after-market operations such as automotive maintenance, quick lube, dealerships, and collision repair; multifamily and commercial properties; restaurant chains and food operations; and construction and demolition projects. We currently concentrate on recycling programs for the following items: cardboard, pallets, wood waste, metal, glass, motor oil and automotive lubricants, oil filters, scrap tires, oily water, goods destruction, food waste, meat renderings, cooking oil and grease trap waste, plastics, mixed paper, construction debris, as well as a large variety of regulated and non-regulated solid, liquid, and gas wastes. In addition, we offer products such as antifreeze and windshield washer fluid, dumpster and compacting equipment, and other minor ancillary services.
Previous wording
We also provide information and data that tracks and reports the detailed transactional and environmental results of our services and provides actionable data to improve business operations. The data we generate enables our customers to address their environmental goals and responsibilities and to report to internal and external parties such as employees, investors, business partners, and governmental agencies.
Current wording
Quest also provides information and data that tracks and reports the detailed transactional and environmental results of our services and provides actionable data to improve business operations. The data we generate enables our customers to address their environmental goals and responsibilities and to report to internal and external parties such as employees, investors, business partners, and governmental agencies.
Previous wording
There has been heightened uncertainty in the macroeconomic environment, characterized by increasing unemployment, significant inflation, and decreased consumer and business spending. There are also significant geopolitical concerns, including the ongoing conflict between Ukraine and Russia, which have created extreme volatility in the global capital markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. Any such volatility and disruptions may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Inflation can adversely affect us by increasing our costs, including salary costs. Any significant increases in inflation and related increases in interest rates could have a material adverse effect on our business, results of operations and financial condition.
Current wording
There has been heightened uncertainty in the macroeconomic environment, especially as it relates to fluctuations in unemployment, inflation, tariffs, consumer and business spending, and government actions or inactions, including government shutdowns. There are also significant geopolitical concerns, including ongoing global conflicts, which have created extreme volatility in the global capital markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. Any such volatility and disruptions may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Inflation can adversely affect us by increasing our costs, including salary costs. Any significant increases in inflation and related increases in interest rates could have a material adverse effect on our business, results of operations and financial condition.
Previous wording
For the year ended December 31, 2024, revenue was $288.5 million, an increase of $0.1 million, or 0.1%, compared with revenue of $288.4 million for the year ended December 31, 2023.
Current wording
For the year ended December 31, 2025, revenue was $250.2 million, a decrease of $38.3 million, or 13.3%, compared with revenue of $288.5 million for the year ended December 31, 2024.
Previous wording
Gross profit decreased $(0.1) million to $50.0 million for the year ended December 31, 2024, from $50.1 million for the year ended December 31, 2023. Our gross profit margin was 17.3% for the year ended December 31, 2024, compared with 17.4% for the year ended December 31, 2023.
Current wording
Gross profit decreased $7.5 million to $42.5 million for the year ended December 31, 2025, from $50.0 million for the year ended December 31, 2024. Our gross profit margin was 17.0% for the year ended December 31, 2025, compared with 17.3% for the year ended December 31, 2024. The decline in margin reflects the proportional changes from the decline in revenue outlined above, which included lower volumes stemming from industrial market weakness and client attrition occurring earlier in the year, partially offset by contributions from new client growth, the expansion of client business, the favorable impact of the underperforming business divestiture, and ongoing margin enhancement initiatives. Additionally, lower margins isolated within the industrial sector contributed approximately $1.0 million to the reduction in gross profit, which mostly related to the three months ended December 31, 2025.
Previous wording
Revenue, gross profit, and gross profit margins are affected period to period by the volumes of waste and recyclable materials generated by our customers, the frequency and type of services provided, the price and mix of the services provided, price changes for recyclable materials, the cost and mix of subcontracted services provided in any one reporting period, and the timing of acquisitions and integrations. Volumes of waste and recyclable materials generated by our customers are impacted period to period based on several factors including their production or sales levels, demand of their product or services in the market, supply chain reliability, and labor force stability, among other business factors.
Current wording
To a lesser extent, generally, revenue, gross profit, and gross profit margins are affected period to period by the volumes of waste and recyclable materials generated by our customers, the frequency and type of services provided, the price and mix of the services provided, price changes for recyclable materials, the cost and mix of subcontracted services provided in any one reporting period, and the timing of customer on-boarding and divestitures. Volumes of waste and recyclable materials generated by our customers are impacted period to period based on several factors including their production or sales levels, demand of their product or services in the market, supply chain reliability, and labor force stability, among other business factors.
Previous wording
For the year ended December 31, 2024, operating expenses increased to $54.5 million from $47.2 million for the year ended December 31, 2023.
Current wording
For the year ended December 31, 2025, operating expenses decreased to $48.7 million from $54.5 million for the year ended December 31, 2024.
Previous wording
We recorded a $5.5 million impairment charge for the year ended December 31, 2024 associated with an asset group classified as held for sale. See Note 3 to our consolidated financial statements for further discussion.
Current wording
In connection with the sale of the divested business operations, we recognized a $4.4 million loss on sale of assets for the year ended December 31, 2025 as a result of the final purchase price and additional post-closing adjustments. As of December 31, 2024, we recorded a $5.5 million impairment charge for the estimated fair value of the disposal group which was classified as held for sale. See Note 3 to our consolidated financial statements for further discussion.
Previous wording
For the year ended December 31, 2024, interest expense increased to $10.3 million from $9.7 million for the year ended December 31, 2023, primarily due to increased borrowings under our revolving credit facility and our equipment term loan in 2024. We are amortizing debt issuance costs of $4.8 million and loan discount costs of $1.8 million to interest expense over the life of the related debt arrangements as discussed in Note 7 to our consolidated financial statements.
Current wording
For the year ended December 31, 2025, interest expense decreased to $9.2 million from $10.3 million for the year ended December 31, 2024, primarily due to reduced borrowings under our revolving credit facility. We are amortizing debt issuance costs of $5.3 million to interest expense over the life of the related debt arrangements as discussed in Note 7 to our consolidated financial statements.
Previous wording
We recorded a provision for income taxes of $0.3 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively. The provision for income taxes for both periods is primarily attributable to state tax obligations based on current estimated state tax apportionments for states with no net operating loss carryforwards and other timing differences.
Current wording
We recorded a provision for income taxes of $16 thousand and $291 thousand for the years ended December 31, 2025 and 2024, respectively. The provision for income taxes for both periods is primarily attributable to state tax obligations based on current estimated state tax income multiplied by the state tax apportionment percentage for states with no net operating loss carryforwards.
Previous wording
We recorded a full valuation allowance against all of our deferred tax assets (“DTAs”) as of both December 31, 2024 and 2023. We intend on maintaining a full valuation allowance on our DTAs until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, webelieve that there is a reasonable possibility that within the next 48 to 60 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain DTAs and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we are able to actually achieve.
Current wording
We continued to record a full valuation allowance against all of our deferred tax assets (“DTAs”) as of both December 31, 2025 and 2024. We intend on maintaining a full valuation allowance on our DTAs until there is sufficient evidence to support the reversal of all or some portion of these allowances. Over the near term, we do not anticipate reversing a significant portion of this allowance. Release of the valuation allowance would result in the recognition of certain DTAs and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we are able to actually achieve.
Previous wording
Net loss for the year ended December 31, 2024 was $(15.1) million compared to net loss of $(7.3) million for the year ended December 31, 2023. The discussions above explain the primary changes related to the change in net results.
Current wording
Net loss for the year ended December 31, 2025 was $(15.4) million compared to net loss of $(15.1) million for the year ended December 31, 2024. The discussions above explain the majority of the changes which contributed to the change in net results year-over-year.
Previous wording
Our operating results, including revenue, operating expenses, and operating margins, vary from period to period depending on commodity prices of recycled materials, the volumes and mix of services provided, as well as customer mix during the reporting period, and the timing of acquisitions and integrations.
Current wording
Our operating results, including revenue, operating expenses, and operating margins, vary from period to period depending on commodity prices of recycled materials, the volumes and mix of services provided, as well as customer mix during the reporting period, and the timing of acquisitions and divestitures.
Previous wording
Net loss per basic and diluted share attributable to common stockholders was $(0.73) and ($0.36) for the years ended December 31, 2024 and 2023, respectively. The basic and diluted weighted average number of shares of Common Stock outstanding was approximately 20.6 million for the year ended December 31, 2024, compared to basic and diluted weighted average number of shares of Common Stock outstanding of approximately 20.1 million for the year ended December 31, 2023.
Current wording
Net loss per basic and diluted share attributable to common stockholders was $(0.73) for both the years ended December 31, 2025 and 2024. The basic and diluted weighted average number of shares of Common Stock outstanding was approximately 21.0 million for the year ended December 31, 2025, compared to basic and diluted weighted average number of shares of Common Stock outstanding of approximately 20.6 million for the year ended December 31, 2024.
Previous wording
For the year ended December 31, 2024, Adjusted EBITDA, a non-GAAP financial measure, decreased (10.7)% to $14.5 million from $16.2 million for the year ended December 31, 2023.
Current wording
For the year ended December 31, 2025, Adjusted EBITDA, a non-GAAP financial measure, decreased 35.7% to $9.3 million from $14.5 million for the year ended December 31, 2024.
Previous wording
For the year ended December 31, 2024, other adjustments included certain professional fees as well as certain administrative fees related to borrowings. For the year ended December 31, 2023, other adjustments included an earn-out adjustment, severance and project costs, and certain administrative fees related to borrowings.
Current wording
For the year ended December 31, 2025, other adjustments primarily related to executive severance and retirement costs, certain loan amendment costs, and other non-recurring professional fees. For the year ended December 31, 2024, other adjustments included certain non-recurring professional fees as well as certain administrative fees related to borrowings.
Previous wording
As of December 31, 2024, we had working capital of $30.7 million, including $0.4 million of cash and cash equivalents, compared with working capital of $15.7 million, including cash and cash equivalents of $0.3 million, as of December 31, 2023.
Current wording
As of December 31, 2025, we had working capital of $11.7 million, including $1.0 million of cash and cash equivalents, compared with working capital of $30.7 million, including cash and cash equivalents of $0.4 million, as of December 31, 2024. Working capital at December 31, 2024 included $9.9 million assets held for sale which were sold in the first quarter of 2025.
Previous wording
We believe our existing cash and cash equivalents of $0.4 million, our borrowing availability under our $45.0 million ABL Facility (as defined and discussed in Note 7 to our consolidated financial statements), and cash expected to be generated from operations will be sufficient to fund our operations for the next 12 months and thereafter for the foreseeable future. Our known current- and long-term uses of cash include, among other possible demands, capital expenditures, lease payments and repayments to service debt and other long-term obligations. We have no agreements, commitments, or understandings with respect to any such placements of our securities and any such placements could be dilutive to our stockholders.
Current wording
We believe our existing cash and cash equivalents of $1.0 million, our borrowing availability under our $45.0 million ABL Facility (as defined and discussed in Note 7 to our consolidated financial statements), and cash expected to be generated from operations will be sufficient to fund our operations for the next 12 months and thereafter for the foreseeable future. Our known current- and long-term uses of cash include, among other possible demands, capital expenditures, lease payments and repayments to service debt and other long-term obligations. We have no agreements, commitments, or understandings with respect to any such placements of our securities, and any such placements could be dilutive to our stockholders.
Previous wording
Our Credit Agreement (as described in Note 7 to our consolidated financial statements) provides for, among other things, a senior secured term loan facility in the principal amount of $54.0 million as of December 31, 2024. The maturity date of the term loan facility is June 28, 2030 (the “Maturity Date”). The senior secured term loan will amortize in aggregate annual amounts equal to 1.00% of the original principal amount of the senior secured term loan facility with the balance payable on the Maturity Date. The Credit Agreement also contains a delayed draw term loan facility in the maximum principal amount of $25.0 million. Loans under the delayed draw term loan facility may be requested at any time until December 30, 2026. Proceeds of the delayed draw term loan are permitted to be used for Permitted Acquisitions (as defined in the Credit Agreement).
Current wording
Our Credit Agreement (as described in Note 7 to our consolidated financial statements) provides for, among other things, a senior secured term loan facility which had a principal amount of $51.1 million as of December 31, 2025. The maturity date of the term loan facility is June 28, 2030 (the “Maturity Date”). The senior secured term loan will amortize in aggregate annual amounts equal to 1.00% of the original principal amount of the senior secured term loan facility with the balance payable on the Maturity Date. The Credit Agreement also contains a delayed draw term loan facility in the maximum principal amount of $25.0 million. Loans under the delayed draw term loan facility may be requested at any time until December 30, 2026. Proceeds of the delayed draw term loan are permitted to be used for Permitted Acquisitions (as defined in the Credit Agreement). There were no borrowings on this facility at December 31, 2025.
Previous wording
net loss of $(15.1) million, which includes a non-cash impairment loss of $5.5 million;
Current wording
For the year ended December 31, 2025, our net loss of $(15.4) million included a non-cash net loss on sale of $4.1 million and an impairment loss of $1.7 million. Other non-cash items included in our net loss for 2025 totaled approximately $9.5 million and related primarily to depreciation, amortization of intangible assets and debt issuance costs, a provision for doubtful accounts, and stock-based compensation. For the year ended December 31, 2024, our net loss of $(15.1) million included a non-cash impairment loss of $5.5 million for a disposal group classified as held for sale, in addition to other non-cash items of $14.8 million primarily related to depreciation, amortization of intangible assets and debt issuance costs, a provision for doubtful accounts, and stock-based compensation.
Previous wording
Cash used in investing activities for the year ended December 31, 2024, was $(6.0) million and primarily related to the purchase of compactors and related equipment. Cash used in investing activities for the year ended December 31, 2023, was $(1.9) million. Other investing activities are primarily from intangible assets such as software development costs and purchases of other property and equipment.
Current wording
Cash provided by investing activities for the year ended December 31, 2025 was $4.6 million and primarily related to the sale of our divested business operations, which generated cash proceeds of approximately $5.0 million, and the sale of certain equipment, which generated cash proceeds of approximately $1.1 million. Proceeds received from the sales were used to repay a portion of our debt. Partially offsetting the cash proceeds was a use of cash totaling approximately $1.5 million for software and equipment. Cash used in investing activities for the year ended December 31, 2024, was $(6.0) million and primarily related to the purchase of compactors and related equipment. Other investing activities primarily relate to software development costs.
Previous wording
Net cash provided by financing activities was $12.1 million for the year ended December 31, 2024, primarily from net borrowings of $9.9 million on our ABL Facility, $2.9 million borrowings from our PNC equipment term loan, and $1.4 million proceeds from stock option exercises and shares issued under our 2014 Employee Stock Purchase Plan (“2014 ESPP”), partially offset by $1.3 million repayments of long term debt. Net cash used in financing activities was $(6.0) million for the year ended December 31, 2023, primarily from $8.1 million repayment of notes payable, which was partially offset by net borrowings of $1.0 million on our ABL Facility and $1.1 million proceeds from stock option exercises and shares issued under our 2014 ESPP. See Note 7 to our consolidated financial statements for a discussion of the ABL Facility and other notes payable.
Current wording
Net cash used in financing activities was $(13.5) million for the year ended December 31, 2025, primarily driven by the net repayments of $5.7 million on our notes payable and net repayments of $7.5 million on our ABL Facility. Net cash provided by financing activities was $12.1 million for the year ended December 31, 2024, primarily from the net borrowings of $9.9 million on our ABL Facility, $2.9 million borrowings from our PNC equipment term loan, and $1.4 million proceeds from stock option exercises and shares issued under our 2014 Employee Stock Purchase Plan (“2014 ESPP”), partially offset by $1.3 million repayments of long-term debt.
Previous wording
Although the overall economy has experienced some inflationary pressures, we do not believe that inflation had a material impact on us during the years ended December 31, 2024 and 2023. We believe that current inflationary increases in costs, such as fuel, labor, and certain capital items, can be addressed by our flexible pricing structures and cost recovery fees allowing us to recover certain of the cost of inflation from our customer base. Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers or adjust pricing. While we believe that we should be able to offset many cost increases that result from inflation in the ordinary course of business, we may be required to absorb at least part of these costs increases due to competitive pressures or delays in timing of rate increases. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation and increases in interest rates.
Current wording
Although the overall economy has experienced some inflationary pressures, we do not believe that inflation had a material impact on us during the years ended December 31, 2025 and 2024. We believe volatility in costs, such as fuel, labor, and certain capital items, can be addressed by our flexible pricing structures and cost recovery fees allowing us to recover certain of the cost of inflation from our customer base. Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers or adjust pricing. While we believe that we should be able to offset many cost increases that result from inflation in the ordinary course of business, we may be required to absorb at least part of these cost increases due to competitive pressures or delays in timing of rate increases. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation and increases in interest rates.
Previous wording
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of our 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, goodwill and other intangible assets, deferred taxes and the fair value of assets and liabilities acquired in business acquisitions, assets held for sale, and stock-based compensation expense. 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.
Current wording
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our 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, goodwill and other intangible assets, assets held for sale, 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.
Previous wording
In accordance with Accounting Standards Codification (“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 included assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events such as market capitalization as compared to book value. The impairment test for goodwill compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of its goodwill, we recognize an impairment loss equal to the excess, not to exceed the total amount of recorded goodwill. We performed our most recent goodwill impairment analysis in the third quarter of 2024 with no impairment recorded. In addition, we reevaluated goodwill in the fourth quarter of 2024, when management identified a disposal group designated as held for sale and assigned $5.2 million of goodwill to the disposal group. The remaining goodwill of $81.1 million was assessed for impairment with no impairment recorded. See Note 3 to our consolidated financial statements for further discussion.
Current wording
In accordance with Accounting Standards Codification (“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 included assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events such as market capitalization as compared to book value. The impairment test for goodwill compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of its goodwill, we recognize an impairment loss equal to the excess, not to exceed the total amount of recorded goodwill. We performed our most recent goodwill impairment analysis in the second quarter of 2025 and no impairment was recorded.
Previous wording
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.
Current wording
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. During the year ended December 31, 2025, following certain customer activity, we evaluated the customer relationship intangible asset balance for recoverability and determined the unamortized balance was not fully recoverable. We recognized an impairment charge of $1.7 million. See Note 5 to our consolidated financial statements for further discussion.
Previous wording
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:
Current wording
We estimate the fair value of stock options using the Black-Scholes valuation model. Significant assumptions used in the calculation were determined as follows:
Previous wording
Beginning in 2024, certain employees were granted performance stock units (“PSUs”) under our incentive compensation plan. PSUs vest in a range between 0% and 200% based upon certain performance criteria in a three-year period. The PSUs are recognized at their fair value on the date of grant and compensation expense is based on the probable issuance of units at the end of the performance period.
Current wording
Beginning in 2024, certain employees were granted PSUs under our incentive compensation plan. Performance criteria for PSU awards are determined at the time of the grant and are generally earned over a three-year period. PSUs currently outstanding may vest in a range between 0% and 200%, depending on the terms of the award agreement. The PSUs are recognized at their fair value on the date of grant, and compensation expense is based on the probable issuance of units at the end of the performance period. At December 31, 2025 and 2024, it was not probable that the PSUs would be earned; therefore, no compensation expense has been recognized.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Certain of our domestic subsidiaries are the borrowers under the TCB Loan Agreement. We and certain of our domestic subsidiaries are guarantors under the TCB Loan Agreement. As security for the obligations of the borrowers under the TCB Loan Agreement, (i) the borrowers under the TCB Loan Agreement have granted a first priority lien on substantially all of their tangible and intangible personal property, including a pledge of the capital stock and membership interests, as applicable, of certain of our direct and indirect subsidiaries, and (ii) the guarantors under the TCB Loan Agreement have granted a first priority lien on the capital stock and membership interests, as applicable, of certain of our direct and indirect domestic subsidiaries.
Current report — wording carried from elsewhere
The TCB Loan Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio. In addition, the TCB Loan Agreement contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The TCB Loan Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, change of control, and failure of any guaranty or security document supporting the TCB Loan Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the TCB Loan Agreement may be accelerated and become immediately due and payable.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
other non-cash items of $14.8 million, which related primarily to depreciation, amortization of intangible assets and debt issuance costs, provision for doubtful accounts, and stock-based compensation; and
Previous report — wording carried elsewhere
non-cash items of $14.2 million, which related primarily to depreciation, amortization of intangible assets and debt issuance costs, provision for doubtful accounts, and stock-based compensation; and