SOURCE: Quest Solution, Inc.

Quest Solution, Inc.

May 21, 2015 12:03 ET

Quest Solution Reports First Quarter Results

First Quarter net Revenue of $10.7 Million

HENDERSON, NV--(Marketwired - May 21, 2015) -  Quest Solution, Inc, "The Company" (OTCQB: QUES), today announced financial results for the first quarter ended March 31, 2015.

First Quarter and Year-to-Date Highlights

  • First quarter Total Revenues of $10.7 million, up 11% compared to the prior year.
  • Tom Miller named as Chairman of the Board and Chief Executive Officer effective May 1, 2015
  • Announced signing of a Letter of Intent to merge with ViascanQData, a leading provider of Data Collection and label-ribbon converter services and technology based in Ontario, Canada.

First Quarter Comparative Select Pro forma Financial Results

    For the Three Months Ended  
    March 31, 2015     March 31, 2014  
Revenues   $ 10,675,970     $ 9,622,160  
Gross profit   $ 2,394,605     $ 1,987,576  
    Pro forma Gross profit margin     22.4 %     20.6 %
Interest expense   $ (395,272 )   $ (600 )
Net income (loss)   $ (422,082 )   $ 246,419  
Earnings per share - basic   $ (0.01 )   $ 0.01  
Earnings per share - diluted   $ (0.01 )   $ 0.01  
Weighted average shares outstanding - basic     35,029,495       33,362,776  
Weighted average shares outstanding - diluted     39,971,337       34,630,416  
Deferred revenue, net   $ 827,228     $ -  
Adjusted EBITDA   $ 37,197     $ 279,412  

Please refer to the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2014, and the financial tables included below for the Company's GAAP financial statements and a reconciliation of GAAP results to Pro Forma Results and other Non-GAAP measures.

"We are just beginning to capitalize on the strategic synergies and cross-selling opportunities related to the combination of Quest and Bar Code Specialties," commented Tom Miller, Quest Solution's recently appointed Chief Executive Officer. "Today, we are going to the market with increased scale, a comprehensive, mobile and cloud-based technology solutions offering, and a world-class customer base which we believe we can further penetrate. Our customers are looking for solutions to drive operational efficiency by effectively harnessing technology in order to increase productivity and drive enhanced profitability. Our pipeline of opportunities continues to grow as companies respond to our increased value proposition and I am increasingly excited about the future."

Scot Ross, Quest's CFO, added, "Beginning with the first quarter of 2015, the Company is recording hardware and service contract revenue and the related costs and expenses over the life of the service agreement, typically 1-5 years. We expect this monthly recurring revenue model will provide greater visibility into the results of operations, less volatility and greater efficiency as we continue to scale the services portion of our business-. As of March 31, 2015, the net revenue deferred into future periods totaled $827,228. This metric represents a leading indicator of our solutions based strategy."

First Quarter Financial Results

Pro forma Revenue

Revenues for the three month period ended March 31, 2015 increased 11% to $10.7 million compared to $9.63 million for the three months ended March 31, 2014. This increase was due primarily to the acquisition of BCS in November 2014. The increase in revenue excludes the additional $1.57 million of contracts with customers which were sold, and are being recorded over the term of the contract in our deferred net revenue account.

Pro forma Gross Margin

For the first quarter of 2015, gross profit margin was 22.4% of pro forma revenues compared to 20.6% in the first quarter of 2014. The gross margin improvement was due primarily to the removal of the related party cost of goods sold which was reflected on our 2014 financials due to the non-cash reinsurance funds paid when the company was a private company.

Net Income (Loss)

Net loss for the three month period ended March 31, 2015 was $422,000 compared to net income of $246,000 for the three months ended March 31, 2014. The decrease in net income is attributable to $395,000 of interest expense, ($200,000 of which was a non cash debt discount on the accretion of a promissory note issued in the acquisition of Quest Marketing, Inc. in January 2014), as well as the additional costs incurred related to the BCS acquisition in November 2014. 

Adjusted EBITDA

The company's operating expenses during both quarters ended March 31, 2015 and 2014 included non-cash expenses including depreciation, amortization of acquisition intangibles and stock-based compensation for employee and director stock options. Without the effect of these non-cash expenses, Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization ("Adjusted EBITDA") for the quarter ended March 31, 2015 was approximately $37,197. Please refer to the financial tables included below for a reconciliation of GAAP to non-GAAP financial results.

Balance Sheet Summary

As of December 31, 2014, the Company had recorded net deferred tax assets of approximately $1.3 million which included net operating loss ("NOLs") carryforwards for U.S. federal income tax purposes of $11.6 million, and are available to offset future taxable income, if any. The NOLs begin to expire in 2021. This deferred tax asset created an income tax benefit in a gain on the financial statements of the company.


The Company's backlog of signed, contracted orders at March 31, 2015 was approximately $3.66 million. The backlog reflects orders expected to be delivered during 2015.

About Quest Solution, Inc

Quest Solution, Inc. is a leading provider in the technology, software, and mobile data collection systems business. In November 2014, the Company announced that Bar Code Specialties, Inc. (BCS) joined with Quest Solution, Inc. The Company intends on continuing to acquire existing companies with revenues and positive cash flow.

Quest Solution, Inc. serves as a national mobility and data collection systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references.

The recent BCS acquisition is in addition to the recently announced creation of a wholly-owned division focused on commercializing Intellectual Property, Patents and Distribution of industry-specific technologies in an array of new verticals. The new division will focus on the acquisition of existing intangibles, which we anticipate will build future value to the company.

On May 14, 2015 Quest announced a letter of intent to merge with ViascanQData. ViascanQData currently serves in excess of 4,000 enterprise customers, mainly in Canada. Unaudited financials indicate annual revenues of about CDN$28 million (approximately $24 million USD), and ViascanQData is currently on track to deliver unaudited double digit EBITDA for 2015. The Company estimates the proforma revenue for the combined entities for 2014 would have been approximately US $83 - 85 million.

Information about Forward-Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for Quest Solution, Inc.'s products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in Quest Solution Inc.'s filings with the United States Securities and Exchange Commission. Examples of such forward looking statements in this release include statements regarding growth in our parts and vehicle sales and increases in our ability to produce new products. For a more detailed description of the risk factors and uncertainties affecting Quest Solution, Inc. please refer to the Company's recent Securities and Exchange Commission filings, which are available at Quest Solution, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Financial Tables Follow

Quest Solution, Inc.  
Consolidated Statements of Earnings  
    For the three months  
    ending March 31,  
    2015     2014  
  Gross Sales   $ 10,712,016     $ 9,650,265  
  Less sales returns, discounts, & allowances     (36,046 )     (28,105 )
Total Revenues     10,675,970       9,622,160  
Cost of goods sold                
  Cost of goods sold     8,281,365       7,287,323  
  Cost of goods sold, related party     -       347,261  
Total costs of good sold     8,281,365       7,634,584  
Gross profit     2,394,605       1,987,576  
Operating expenses                
  General and administrative     1,012,444       245,155  
  Salary and employee benefits     1,324,432       1,381,716  
  Depreciation and amortization     25,496       7,894  
  Stock compensation     38,624       24,499  
  Professional fees     88,480       129,775  
Total operating expenses     2,489,476       1,789,039  
Income (loss) from operations     (94,871 )     198,537  
Other income (expenses):                
  Gain on debt settlement     -       151,949  
  Loss on license settlement     -       (93,578 )
  Loss on note receivable settlement     -       (18,995 )
  Taxes     113       -  
  Interest expense     (395,272 )     (600 )
  Other expenses     (392 )     -  
  Other income     68,340       9,106  
Total other income (expenses)     (327,211 )     47,882  
Net Income Before Income Taxes     (422,082 )     246,419  
(Provision) Benefit for Income Taxes                
  Deferred     -       -  
  Current     -       -  
Net income (loss)   $ (422,082 )   $ 246,419  
Net income (loss) per share - basic   $ (0.01 )   $ 0.01  
Net income (loss) per share - diluted   $ (0.01 )   $ 0.01  
Weighted average number of common shares outstanding - basic     35,029,495       33,362,776  
Weighted average number of common shares outstanding - diluted     39,971,337       34,630,416  
Quest Solution, Inc.  
Consolidated Balance Sheets  
    As of  
    March 31,     December 31,  
    2015     2014  
Current assets                
  Cash   $ 277,432     $ 233,741  
  Accounts receivable, net of allowances of $52,924 and $62,800, respectively     8,511,074       9,099,229  
  Inventory     502,964       606,231  
  Prepaids     296,753       191,498  
  Other current assets     389,657       377,060  
    Total current assets     9,977,880       10,507,759  
  Fixed assets, net of accumulated depreciation of $3,062,903 and $1,781,086, respectively     189,600       206,662  
  Deferred tax asset     1,299,417       1,299,417  
  Goodwill     14,101,306       14,101,306  
  Trade name     2,700,000       2,700,000  
  Intangibles, net     464,058       466,870  
  Customer Relationships     4,390,000       4,390,000  
  Other assets     309,946       317,304  
Total assets   $ 33,432,207     $ 33,989,318  
Current liabilities                
  Accounts payable and accrued liabilities   $ 6,032,839     $ 7,406,146  
  Accounts payable and accrued liabilities, related party     -       51,806  
  Line of credit     2,513,940       1,819,345  
  Advances, related party     47,776       50,000  
  Accrued payroll and sales tax     1,581,655       917,079  
  Deferred revenue, net     827,228       -  
  Current portion of note payable     300,000       310,000  
  Notes payable, related parties, current portion     3,601,650       4,201,650  
  Other current liabilities     189,000       845,327  
    Total current liabilities     15,094,088       15,601,353  
Long term liabilities                
  Note payable, related party, net of debt discount     17,372,975       17,007,175  
  Deferred tax liability     29,783       29,783  
  Other long term liabilities     144,173       157,495  
Total liabilities     32,641,019       32,795,806  
Stockholders' equity (deficit)                
  Preferred stock; $0.001 par value; 25,000,000 shares authorized 500,000 and 500,000 shares outstanding as of March 31, 2015 and December 31, 2014, respectively.     500       500  
  Common stock; $0.001 par value; 100,000,000 shares authorized; 35,029,495 and 35,029,495 shares outstanding of March 31, 2015 and December 31, 2014, respectively.     35,029       35,029  
  Additional paid-in capital     17,919,897       17,900,139  
  Accumulated (deficit)     (17,164,238 )     (16,742,156 )
    Total stockholders' equity (deficit)     791,188       1,193,512  
Total liabilities and stockholders' equity   $ 33,432,207     $ 33,989,318  
Quest Solution, Inc.
Reconciliation of GAAP Measures to Non-GAAP Measures
EBITDA Calculation          
    Three Months Ending March 31,
    2015     2014
EBITDA Calculation:              
Net (loss) Income   $ (422,082 )   $ 246,419
Depreciation & Amortization   $ 25,496     $ 7,894
Income Tax (benefit)   $ (113 )   $ -
Interest Expense   $ 395,272     $ 600
EBITDA   $ (1,427 )   $ 254,913
Adjusted EBITDA Calculation:              
EBITDA   $ (1,427 )   $ 254,913
Stock Compensation   $ 38,624     $ 24,499
Stock Issued for Services           $ 41,900
Adjusted EBITDA   $ 37,197     $ 321,312

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