QUEST RESOURCE HOLDING CORP, 10-Q filed on 11/16/2020
Quarterly Report
v3.20.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2020
Nov. 02, 2020
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q3  
Trading Symbol QRHC  
Entity Registrant Name Quest Resource Holding Corporation  
Entity Central Index Key 0001442236  
Entity Current Reporting Status Yes  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   18,381,227
Entity File Number 001-36451  
Entity Tax Identification Number 51-0665952  
Entity Address, Address Line One 3481 Plano Parkway  
Entity Address, City or Town The Colony  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75056  
City Area Code 972  
Local Phone Number 464-0004  
Entity Interactive Data Current Yes  
Title of 12(b) Security Common stock  
Entity Incorporation, State or Country Code NV  
Security Exchange Name NASDAQ  
Document Quarterly Report true  
Document Transition Report false  
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 6,427,020 $ 3,411,108
Accounts receivable, less allowance for doubtful accounts of $872,860 and $767,464 as of September 30, 2020 and December 31, 2019, respectively 15,151,305 13,899,451
Prepaid expenses and other current assets 1,342,905 1,110,266
Total current assets 22,921,230 18,420,825
Goodwill 58,208,490 58,208,490
Intangible assets, net 914,234 1,590,524
Property and equipment, net, and other assets 2,544,753 2,436,094
Total assets 84,588,707 80,655,933
Current liabilities:    
Accounts payable and accrued liabilities 13,010,919 13,316,805
Deferred revenue and other current liabilities 21,721 19,644
Total current liabilities 13,032,640 13,336,449
Revolving credit facility, net 4,162,641 4,534,683
Other long-term liabilities 659,612 1,140,749
Total liabilities 17,854,893 19,011,881
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, 2020 and December 31, 2019
Common stock, $0.001 par value, 200,000,000 shares authorized, 18,381,227 and 15,372,905 shares issued and outstanding as of September 30, 2020 and December 31, 2019 18,381 15,373
Additional paid-in capital 165,239,093 160,858,072
Accumulated deficit (98,523,660) (99,229,393)
Total stockholders’ equity 66,733,814 61,644,052
Total liabilities and stockholders’ equity $ 84,588,707 $ 80,655,933
v3.20.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Allowance for doubtful accounts receivable $ 872,860 $ 767,464
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 18,381,227 15,372,905
Common stock, shares outstanding 18,381,227 15,372,905
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Income Statement [Abstract]        
Revenue $ 23,701,226 $ 23,925,431 $ 71,002,281 $ 76,019,845
Cost of revenue 19,144,292 19,154,129 57,527,714 61,956,123
Gross profit 4,556,934 4,771,302 13,474,567 14,063,722
Operating expenses:        
Selling, general, and administrative 4,290,697 4,221,339 12,677,873 12,662,481
Depreciation and amortization 150,170 329,541 818,060 982,421
Total operating expenses 4,440,867 4,550,880 13,495,933 13,644,902
Operating income (loss) 116,067 220,422 (21,366) 418,820
Other income 149,932   1,408,000  
Interest expense (72,578) (118,652) (244,123) (344,160)
Loss on extinguishment of debt (167,964)   (167,964)  
Income before taxes 25,457 101,770 974,547 74,660
Income tax expense 92,046 54,771 63,800 164,311
Net income (loss) (66,589) 46,999 910,747 (89,651)
Deemed dividend for warrant down round feature (205,014)   (205,014)  
Net income (loss) applicable to common stockholders $ (271,603) $ 46,999 $ 705,733 $ (89,651)
Net income (loss) per share applicable to common stockholders        
Basic $ (0.02) $ 0.00 $ 0.04 $ (0.01)
Diluted $ (0.02) $ 0.00 $ 0.04 $ (0.01)
Weighted average number of common shares outstanding        
Basic 17,290,447 15,350,153 16,055,110 15,339,706
Diluted 17,290,447 15,398,839 16,070,275 15,339,706
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2018 $ 60,542,718 $ 15,329 $ 159,701,542 $ (99,174,153)
Beginning Balance, Shares at Dec. 31, 2018   15,328,870    
Stock-based compensation 204,031   204,031  
Net income (loss) (163,752)     (163,752)
Ending Balance at Mar. 31, 2019 60,582,997 $ 15,329 159,905,573 (99,337,905)
Ending Balance, Shares at Mar. 31, 2019   15,328,870    
Beginning Balance at Dec. 31, 2018 60,542,718 $ 15,329 159,701,542 (99,174,153)
Beginning Balance, Shares at Dec. 31, 2018   15,328,870    
Net income (loss) (89,651)      
Ending Balance at Sep. 30, 2019 61,241,444 $ 15,350 160,489,898 (99,263,804)
Ending Balance, Shares at Sep. 30, 2019   15,350,153    
Beginning Balance at Mar. 31, 2019 60,582,997 $ 15,329 159,905,573 (99,337,905)
Beginning Balance, Shares at Mar. 31, 2019   15,328,870    
Stock-based compensation 269,201   269,201  
Shares issued for Employee Stock Purchase Plan options 29,669 $ 21 29,648  
Shares issued for Employee Stock Purchase Plan options, Shares   21,283    
Net income (loss) 27,102     27,102
Ending Balance at Jun. 30, 2019 60,908,969 $ 15,350 160,204,422 (99,310,803)
Ending Balance, Shares at Jun. 30, 2019   15,350,153    
Stock-based compensation 285,476   285,476  
Net income (loss) 46,999     46,999
Ending Balance at Sep. 30, 2019 61,241,444 $ 15,350 160,489,898 (99,263,804)
Ending Balance, Shares at Sep. 30, 2019   15,350,153    
Beginning Balance at Dec. 31, 2019 61,644,052 $ 15,373 160,858,072 (99,229,393)
Beginning Balance, Shares at Dec. 31, 2019   15,372,905    
Stock-based compensation 377,317   377,317  
Net income (loss) (231,667)     (231,667)
Ending Balance at Mar. 31, 2020 61,789,702 $ 15,373 161,235,389 (99,461,060)
Ending Balance, Shares at Mar. 31, 2020   15,372,905    
Beginning Balance at Dec. 31, 2019 61,644,052 $ 15,373 160,858,072 (99,229,393)
Beginning Balance, Shares at Dec. 31, 2019   15,372,905    
Deemed dividend (205,014)      
Net income (loss) 910,747      
Ending Balance at Sep. 30, 2020 66,733,814 $ 18,381 165,239,093 (98,523,660)
Ending Balance, Shares at Sep. 30, 2020   18,381,227    
Beginning Balance at Mar. 31, 2020 61,789,702 $ 15,373 161,235,389 (99,461,060)
Beginning Balance, Shares at Mar. 31, 2020   15,372,905    
Stock-based compensation 400,361   400,361  
Shares issued for Employee Stock Purchase Plan options 30,040 $ 30 30,010  
Shares issued for Employee Stock Purchase Plan options, Shares   30,206    
Net income (loss) 1,209,003     1,209,003
Ending Balance at Jun. 30, 2020 63,429,106 $ 15,403 161,665,760 (98,252,057)
Ending Balance, Shares at Jun. 30, 2020   15,403,111    
Stock-based compensation 323,750   323,750  
Release of deferred stock units   $ 28 (28)  
Release of deferred stock units, Shares   28,116    
Sale of common stock, net of issuance costs 3,047,547 $ 2,950 3,044,597  
Sale of common stock, net of issuance costs, shares   2,950,000    
Deemed dividend (205,014)   205,014 (205,014)
Net income (loss) (66,589)     (66,589)
Ending Balance at Sep. 30, 2020 $ 66,733,814 $ 18,381 $ 165,239,093 $ (98,523,660)
Ending Balance, Shares at Sep. 30, 2020   18,381,227    
v3.20.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Sep. 30, 2019
Cash flows from operating activities:      
Net income (loss) $ (66,589) $ 910,747 $ (89,651)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation 63,089 164,156 175,562
Amortization of intangibles 112,679 707,775 880,564
Amortization of debt issuance costs   62,684 70,426
Provision for doubtful accounts   90,844 45,000
Stock-based compensation   1,101,428 758,708
Loss on extinguishment of debt 167,964 167,964  
Changes in operating assets and liabilities:      
Accounts receivable   (1,342,698) 2,429,495
Prepaid expenses and other current assets   (232,639) (272,910)
Security deposits and other assets   (423,798) (73,979)
Accounts payable and accrued liabilities   (363,758) (2,702,982)
Deferred revenue and other liabilities   2,077 (53,957)
Net cash provided by operating activities   844,782 1,166,276
Cash flows from investing activities:      
Purchase of property and equipment   (272,282) (86,965)
Purchase of capitalized software development   (31,485) (122,922)
Net cash used in investing activities   (303,767) (209,887)
Cash flows from financing activities:      
Proceeds from credit facilities   59,192,785 76,320,336
Repayments of credit facilities   (59,664,147) (77,357,095)
Debt issuance costs   (131,328)  
Proceeds from the sale of common stock, net of issuance costs   3,047,547  
Proceeds from shares issued for Employee Stock Purchase Plan   30,040 29,669
Repayments of finance lease obligations     (2,597)
Net cash provided by (used in) financing activities   2,474,897 (1,009,687)
Net increase (decrease) in cash and cash equivalents   3,015,912 (53,298)
Cash and cash equivalents at beginning of period   3,411,108 2,122,297
Cash and cash equivalents at end of period 6,427,020 6,427,020 2,068,999
Supplemental cash flow information:      
Cash paid for interest   177,285 282,716
Cash paid for income taxes   147,120 $ 47,810
Supplemental non-cash investing and financing activities:      
Repayment of Citizens ABL   3,385,560  
Debt issuance costs   85,549  
Deemed dividend for warrant down round feature $ 205,014 $ 205,014  
v3.20.2
The Company and Description of Business
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
The Company and Description of Business

1. The Company and Description of Business

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

Operations – We are a national provider of 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.

In March 2020, the World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency.  The waste management and recycling services we provide are currently designated an essential critical infrastructure business under the President’s COVID-19 guidance, the continued operation of which is vital for national public health, safety and national economic security.  The extent of the impact of the COVID-19 outbreak on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on our customers and subcontractors, and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

On October 19, 2020, Quest acquired substantially all of the assets used in the business of Green Remedies Waste and Recycling, Inc., a leading provider of independent environmental services, particularly in multi-family housing, located in Elon, NC. See Note 14 for more information regarding the acquisition.

v3.20.2
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

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, 2019. 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, 2020 and the results of our operations and cash flows for the periods presented. We derived the December 31, 2019 condensed consolidated balance sheet data from audited financial statements; however, we did not include all disclosures required by GAAP. As QRHC, Quest, LDI, Youchange, QVC, QV One, and QSS each operate as environmental-based service companies, we did not deem segment reporting necessary.

All intercompany accounts and transactions have been eliminated in consolidation. Interim results are subject to seasonal variations, and the results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Pronouncements

Adopted

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11 Earnings per Share (Topic 260). The amendments in Part I of this ASU changed the classification analysis of certain equity-linked financial instruments with down round features.  When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock.  The amendments also clarify existing disclosure requirements for equity-classified instruments.  As a result, a freestanding equity-linked financial instrument no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature.  For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered.  That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.  A deemed dividend of $205,014 was recorded in the three months ended September 30, 2020 as a result of the down round provision in certain outstanding warrants.  See Notes 11 and 12.

On January 1, 2020, we adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).  The ASU allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised.  This guidance also requires entities to present the expense in the same line item in the statement of operations as the fees associated with the hosting arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. The adoption of the standard did not have a material effect on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):  Facilitation of the Effects of Reference Rate Reform on Financial Reporting.  This standard provides operational guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting due to the cessation of the London Interbank Offered Rate (LIBOR).  The amendments are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued.  The expedients and exceptions provided by the amendments generally do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022.  As further discussed in Note 6, our ABL facility provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable.   As such, we do not expect the transition away from LIBOR to have a material impact on our financial statements.

Pending Adoption

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which provides guidance on measuring credit losses on financial instruments.  The amended guidance replaces current incurred loss impairment methodology of recognizing credit losses when a loss is probable with a methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to assess credit loss estimates.  ASU 2016-13 is effective for us on January 1, 2023.  We are assessing the provisions of this amended guidance; however, the adoption of the standard is not expected to have a material effect on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes – (Topic 740), which simplifies the accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. This guidance is effective January 1, 2021 with early adoption permitted. The adoption of the standard is not expected to have a material effect on our consolidated financial statements.

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

v3.20.2
Property and Equipment, Net, and Other Assets
9 Months Ended
Sep. 30, 2020
Property Plant And Equipment [Abstract]  
Property and Equipment, Net, and Other Assets

3. Property and Equipment, net, and Other Assets

At September 30, 2020 and December 31, 2019, property and equipment, net, and other assets consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $2,097,545

     and $1,994,320 as of September 30, 2020 and December 31, 2019,

     respectively

 

$

642,591

 

 

$

534,465

 

Right-of-use operating lease asset

 

 

1,171,779

 

 

 

1,595,044

 

Security deposits and other assets

 

 

730,383

 

 

 

306,585

 

    Property and equipment, net, and other assets

 

$

2,544,753

 

 

$

2,436,094

 

 

We compute depreciation using the straight-line method over the estimated useful lives of the property and equipment. Depreciation expense for the three months ended September 30, 2020 was $63,089, including $25,597 of depreciation expense reflected within “Cost of revenue” in our condensed consolidated statements of operations as it related to assets used in directly servicing customer contracts and was $164,156 for the nine months ended September 30, 2020, including $53,871 of depreciation expense reflected within “Cost of revenue.”  Depreciation expense for the three months ended September 30, 2019 was $58,933, including $24,695 of depreciation expense reflected within “Cost of revenue,” and was $175,562 for the nine months ended September 30, 2019, including $73,704 reflected within “Cost of revenue.”

We recorded a right-of-use operating lease asset related to our corporate office lease upon the adoption of Accounting Standards Codification (“ASC”) 842 effective January 1, 2019.  Refer to Note 7, Leases for additional information.

On February 20, 2018 (the “Closing Date”), we entered into an Asset Purchase Agreement with Earth Media Partners, LLC to sell certain assets of our wholly owned subsidiary, Earth911, Inc., in exchange for a 19% interest in Earth Media Partners, LLC, which was recorded as an investment in the amount of $246,585 as of the Closing Date, and a potential future earn-out amount of approximately $350,000.  The net assets sold related to the Earth911.com website business and consisted primarily of the website and its content and customers, deferred revenue, and accounts receivable as of the Closing Date.  Earth911, Inc. was subsequently renamed Quest Sustainability Services, Inc.  The carrying amount of our investment in Earth Media Partners, LLC is included in “Security deposits and other assets” and we have an accrued receivable in the amount of $235,164 related to the earn-out included in “Accounts receivable” as of September 30, 2020.

v3.20.2
Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

4. Goodwill and Other Intangible Assets

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

  

September 30, 2020 (Unaudited)

 

Estimated

Useful Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

 

Finite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

5 years

 

$

12,720,000

 

 

$

12,720,000

 

 

$

 

Trademarks

 

7 years

 

 

6,235,069

 

 

 

6,233,668

 

 

 

1,401

 

Patents

 

7 years

 

 

230,683

 

 

 

230,683

 

 

 

 

Software

 

7 years

 

 

2,122,119

 

 

 

1,209,286

 

 

 

912,833

 

Customer lists

 

5 years

 

 

307,153

 

 

 

307,153

 

 

 

 

Total finite lived intangible assets

 

 

 

$

21,615,024

 

 

$

20,700,790

 

 

$

914,234

 

 

December 31, 2019

 

Estimated

Useful Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

 

Finite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

5 years

 

$

12,720,000

 

 

$

12,720,000

 

 

$

 

Trademarks

 

7 years

 

 

6,235,069

 

 

 

5,751,037

 

 

 

484,032

 

Patents

 

7 years

 

 

230,683

 

 

 

230,683

 

 

 

 

Software

 

7 years

 

 

2,090,633

 

 

 

984,141

 

 

 

1,106,492

 

Customer lists

 

5 years

 

 

307,153

 

 

 

307,153

 

 

 

 

Total finite lived intangible assets

 

 

 

$

21,583,538

 

 

$

19,993,014

 

 

$

1,590,524

 

 

September 30, 2020 (Unaudited) and December 31, 2019

 

Estimated

Useful Life

 

Carrying

Amount

 

 

 

 

 

Indefinite lived intangible asset:

 

 

 

 

 

 

 

 

 

 

Goodwill

 

Indefinite

 

$

58,208,490

 

 

 

 

 

We compute amortization using the straight-line method over the estimated useful lives of the finite lived intangible assets. Amortization expense related to finite lived intangible assets was $112,679 and $295,304 for the three months ended September 30, 2020 and 2019, respectively.  Amortization expense related to finite lived intangible assets was $707,775 and $880,564 for the nine months ended September 30, 2020 and 2019, respectively.

 

We have no indefinite-lived intangible assets other than goodwill. The goodwill is not deductible for tax purposes.  

 

We performed our annual impairment analysis for goodwill and other intangible assets in the third quarter of 2020 with no impairment recorded.

v3.20.2
Accounts Payable and Accrued Liabilities
9 Months Ended
Sep. 30, 2020
Accounts Payable And Accrued Liabilities Current [Abstract]  
Accounts Payable and Accrued Liabilities

5.  Accounts Payable and Accrued Liabilities

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

 

Accounts payable

 

$

10,604,499

 

 

$

10,436,715

 

Accrued taxes

 

 

793,193

 

 

 

716,545

 

Employee compensation

 

 

773,854

 

 

 

1,384,360

 

Operating lease liability - current portion

 

 

639,559

 

 

 

627,896

 

Other

 

 

199,814

 

 

 

151,289

 

 

 

$

13,010,919

 

 

$

13,316,805

 

 

Refer to Note 7, Leases for additional disclosure related to the operating lease liability recorded upon the adoption of ASC 842, Leases.

v3.20.2
Notes Payable
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Notes Payable

6. Notes Payable

Revolving Credit Facility

On August 5, 2020, QRHC and certain of its domestic subsidiaries entered into a Loan, Security and Guaranty Agreement (the “BBVA Loan Agreement”) with BBVA USA, as a lender, and as administrative agent, collateral agent, and issuing bank, which provides for a credit facility (the “ABL Facility”) comprising the following:

 

An asset-based revolving credit facility in the maximum principal amount of $15.0 million with a sublimit for issuance of letters of credit of up to 10% of the maximum principal amount of the revolving credit facility. Each loan under the revolving credit facility bears interest, at the borrowers’ option, at either the Base Rate, plus the Applicable Margin, or the LIBOR Lending Rate for the Interest Period in effect, plus the Applicable Margin, in each case as defined in the BBVA Loan Agreement. The maturity date of the revolving credit facility is August 5, 2025. The revolving credit facility contains an accordion feature permitting the revolving credit facility to be increased by up to $10 million.

 

An equipment loan facility in the maximum principal amount of $2.0 million. Loans under the equipment loan facility may be requested at any time until August 5, 2023. Each loan under the equipment loan facility bears interest, at the borrowers’ option, at either the Base Rate, plus 1.75%, or the LIBOR Lending Rate for the Interest Period in effect, plus 2.75%. The maturity date of the equipment loan facility is August 5, 2025.

Certain of QRHC’s domestic subsidiaries are the borrowers under the BBVA Loan Agreement. QRHC and one of its domestic subsidiaries are guarantors under the BBVA Loan Agreement. As security for the obligations of the borrowers under the BBVA Loan Agreement, (i) the borrowers under the BBVA 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 QRHC’s direct and indirect subsidiaries, and (ii) the guarantors under the BBVA Loan Agreement have granted a first priority lien on the capital stock and membership interests, as applicable, of certain of QRHC’s direct and indirect domestic subsidiaries.

The BBVA Loan Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio. In addition, the BBVA 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 matter customarily restricted in such agreements. The BBVA 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 BBVA Loan Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the BBVA Loan Agreement may be accelerated and become immediately due and payable.

The ABL Facility bears interest, at our option, at either the Base Rate, as defined in the BBVA Loan Agreement, plus a margin ranging from 0.75% to 1.25% (3.0% as of September 30, 2020), or the LIBOR Lending Rate for the interest period in effect, plus a margin ranging from 1.75% to 2.25% (no borrowings as of September 30, 2020).

In connection with the ABL Facility, we paid BBVA USA a fee of $50,000 and incurred other direct costs of approximately $166,877, which are being amortized over the life of the ABL Facility.

The BBVA Loan Agreement replaced our Loan, Security and Guaranty Agreement, dated as of February 24, 2017, with Citizens Bank, National Association (the “Citizens Bank Loan Agreement”), which was paid off and terminated effective August 5, 2020.  We recorded $167,964 in loss on extinguishment of debt in connection with this loan termination, including the write-off of the unamortized portion of debt issuance costs and fees directly associated with the loan payoff.

The amount of interest expense related to borrowings for the three months ended September 30, 2020 and 2019 was $56,845 and $86,765, respectively.  The amount of interest expense related to borrowings for the nine months ended September 30, 2020 and 2019 was $181,439 and $263,542, respectively.  Debt issuance cost of $216,877 is being amortized to interest expense over the term of the ABL Facility.  As of September 30, 2020, the unamortized portion of the debt issuance costs was $210,231.  The amount of interest expense related to the amortization of the discount on our ABL Facility and our prior credit facility under the Citizens Bank Loan Agreement for the nine months ended September 30, 2020 and 2019 was $62,684 and $70,426, respectively.  As of September 30, 2020, the ABL Facility borrowing base availability was $12,183,852, of which $4,372,872 principal was outstanding.  The outstanding liability as of September 30, 2020 was $4,162,641, net of unamortized debt issuance cost of $210,231.

LIBOR is expected to be discontinued after 2021.  The ABL Facility provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable.  However, there can be no assurances as to whether such replacement or alternative rate will be more or less favorable than LIBOR.  We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and will work with BBVA USA to ensure any transition away from LIBOR will have minimal impact on our financial condition.  We however can provide no assurances regarding the impact of the discontinuation of LIBOR on the interest rate that we would be required to pay or on our financial condition.

PPP Loan

As a result of the uncertainty surrounding the COVID-19 pandemic and its impact on our operating results, we applied for and, on May 5, 2020, we received loan proceeds of $1.4 million under the Paycheck Protection Program (“PPP”) under a promissory note from BMO Harris Bank National Association (the “PPP Loan”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration.  The PPP Loan has a two-year term and bears interest at an annual interest rate of 1%.  Monthly principal and interest payments are deferred for six months, and the maturity date is April 30, 2022.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan and accrued interest.  Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, utilities, and retention of employees and maintaining salary levels.  However, no assurance is provided that forgiveness for any portion of the PPP Loan will be obtained.

As of September 30, 2020, we have used the $1.4 million of loan proceeds to fund eligible payroll, rent and utility expenses under the terms of the PPP Loan.  As a result, we believe and expect that we will meet the PPP eligibility criteria for forgiveness and have concluded that the PPP Loan represents, in substance, funds provided under a government grant.  As such, in accordance with IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance,” we have recognized the use of $1.4 million of the loan proceeds as of September 30, 2020 as Other Income.

Term Loan

On October 19, 2020, we entered into a Credit Agreement, dated as of October 19, 2020, with Monroe Capital Management Advisors, LLC (“Monroe Capital”), as administrative agent for the lenders thereto (the “Credit Agreement”).  The Credit Agreement provides for a term loan in the principal amount of $11.5 million drawn at closing as well as access to $52.5 million in additional term debt financing, subject to the terms and conditions of the Credit Agreement, through a combination of a delayed draw term loan and an accordion facility to support our growth plans.  See Note 14 for additional details.

v3.20.2
Leases
9 Months Ended
Sep. 30, 2020
Lessee Disclosure [Abstract]  
Leases

7. Leases

ASU 2016-02 Adoption

On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842), and the related amendments.  We used the optional transition method of adoption, in which the cumulative effect of initially applying the new standard, as of January 1, 2019, to our existing leases was approximately $2.0 million and $2.2 million to record the operating lease right-of-use asset and the related liabilities, respectively, all of which relate to our corporate office lease.  Leases with terms of 12 months or less are not recorded on the balance sheet.

When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and if it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease.

We leased certain equipment to a customer under a lease arrangement that expired in August 2020.  The capital lease receivable amount was approximately $5,000 at December 31, 2019, which was included in Prepaid expenses and other current assets.  

Balance Sheet Classification

The table below presents the lease related assets and liabilities recorded on the balance sheet. Right-of-use assets and related liabilities related to finance leases at September 30, 2020 are de minimis and mature in less than 12 months.

 

 

September 30,

 

 

December 31,

 

 

2020

 

 

2019

 

Operating Leases:

(Unaudited)

 

 

 

 

 

Right-of-use operating lease asset:

 

 

 

 

 

 

 

   Property and equipment, net and other assets

$

1,171,779

 

 

$

1,595,044

 

 

 

 

 

 

 

 

 

Lease Liabilities:

 

 

 

 

 

 

 

   Accounts payable and accrued liabilities

$

639,559

 

 

$

627,896

 

   Other long-term liabilities

 

655,446

 

 

 

1,136,583

 

       Total operating lease liabilities

$

1,295,005

 

 

$

1,764,479

 

Lease Costs

For the three and nine months ended September 30, 2020, we recorded approximately $150,000 and $450,000 of fixed cost operating lease expense.  For the three and nine months ended September 30, 2019, we recorded approximately $150,000 and $450,000 of fixed cost operating lease expense, respectively.  Our operating lease expense is offset by a minimum annual incentive received from a local Economic Development Council, which is accrued monthly and will continue over the term of the lease through August 2022.  This minimum annual incentive is $63,000, which increased to $93,600 for the annual incentive period starting September 2020 through the remainder of the lease term.

Effective December 1, 2019, we subleased a portion of our corporate office space to a single tenant.  The sublease agreement is accounted for as an operating lease and we recognize sublease income as an offset to operating lease expense on a straight-line basis over the term of the sublease agreement through August 2022.  Sublease income, net of amortized leasing costs, for the nine months ended September 30, 2020 was approximately $36,000.    

Cash paid for operating leases approximated operating lease expense and non-cash right of use asset amortization for the nine months ended September 30, 2020.  We did not obtain any new operating lease right-of-use assets in the nine months ended September 30, 2020.

Other Information

Our office lease had a remaining term of 2.0 years as of September 30, 2020, and we used an effective interest rate of 2.456%, which was our incremental borrowing rate in effect at the inception of the lease as our lease does not provide a readily determinable implicit rate.

The future minimum lease payments required under our office lease as of September 30, 2020 were as follows:    

 

 

Amount

 

2020

 

$

166,050

 

2021

 

 

664,200

 

2022

 

 

498,150

 

   Total lease payments

 

 

1,328,400

 

Less:  Interest

 

 

(33,395

)

    Present value of lease liabilities

 

$

1,295,005

 

 

v3.20.2
Revenue
9 Months Ended
Sep. 30, 2020
Revenue From Contract With Customer [Abstract]  
Revenue

8. Revenue

Operating Revenues

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

Revenue Recognition

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

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

Disaggregation of Revenue

The following table presents our revenue disaggregated by source.  Three customers accounted for 49.4% of revenue for the three months ended September 30, 2020, and three customers accounted for 49.4% of revenue for the three months ended September 30, 2019.  Three customers accounted for 52.0% of revenue for the nine months ended September 30, 2020, and three customers accounted for 54.6% of revenue for the nine months ended September 30, 2019. We operate primarily in the United States, with minor services in Canada.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended  September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenue Type:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

$

21,554,215

 

 

$

21,422,455

 

 

$

64,539,439

 

 

$

68,244,033

 

Product sales and other

 

 

2,147,011

 

 

 

2,502,976

 

 

 

6,462,842

 

 

 

7,775,812

 

   Total revenue

 

$

23,701,226

 

 

$

23,925,431

 

 

$

71,002,281

 

 

$

76,019,845

 

Contract Balances

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

As of September 30, 2020 and December 31, 2019, we had $52,500 and $113,750, respectively, of deferred contract costs.  During the three and nine months ended September 30, 2020, we amortized $52,500 and $161,250 of deferred contract costs to selling, general, and administrative expense, respectively.  During the three and nine months ended September 30, 2019, we amortized $53,750 and $161,250 of deferred contract costs to selling, general, and administrative expense, respectively.

We bill certain customers in advance, and, accordingly, we defer recognition of related revenues as a contract liability until the services are provided and control is transferred to the customer.  As of September 30, 2020 and December 31, 2019, we had $16,570 and $19,644, respectively, of deferred revenue which was classified in “Deferred revenue and other current liabilities.”

v3.20.2
Income Taxes
9 Months Ended
Sep. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

9. Income Taxes

Our statutory income tax rate is anticipated to be 27%.  We had income tax expense of $63,800 and $164,311 for the nine months ended September 30, 2020 and September 30, 2019, respectively, which was attributable to state tax obligations based on current estimated state tax apportionments for states with no net operating loss carryforwards, and the reserve against the benefit of the net operating losses at the federal level.

We compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes. Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws. We provide a valuation allowance to reduce the amount of deferred tax assets that, based on available evidence, is more likely than not to be realized. Realization of our net operating loss carryforward was not reasonably assured as of September 30, 2020 and December 31, 2019, and we had recorded a valuation allowance of $12,471,000 and $12,452,000, respectively, against deferred tax assets in excess of deferred tax liabilities in the accompanying condensed consolidated financial statements. As of September 30, 2020 and December 31, 2019, we had federal income tax net operating loss carryforwards of approximately $14,800,000 and $17,200,000, respectively, which expire at various dates ranging from 2032-2037.

 

v3.20.2
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

10. Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, deferred revenue, and the ABL Facility. 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 the ABL Facility, based on borrowing rates currently available to us for loans with similar terms and maturities.

 

v3.20.2
Stockholders' Equity
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Stockholders' Equity

11. Stockholders’ Equity

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

Common Stock – Our authorized common stock consists of 200,000,000 shares of common stock with a par value of $0.001, of which 18,381,227 and 15,372,905 shares were issued and outstanding as of September 30, 2020 and December 31, 2019, respectively.

 

Equity Offering - On August 5, 2020, QRHC sold 2,950,000 shares of common stock, par value $0.001 per share, at a price of $1.15 per share, pursuant to a registered direct offering (the “Offering”).  The gross proceeds of the Offering were $3,392,500, before deducting fees and other estimated offering expenses, and closed on August 7, 2020.  The use of the net proceeds from this Offering is intended to finance potential future acquisitions and for general corporate purposes.   QRHC’s largest stockholder, which is controlled by the Chairman of the Board, purchased 655,000 shares of our common stock in the Offering at a price of $1.15, subject to the same placement agent discounts and commissions with respect to such shares as purchased by other stockholders in the Offering.

Employee Stock Purchase Plan – On September 17, 2014, our stockholders approved our 2014 Employee Stock Purchase Plan (“ESPP”).  On May 14, 2020, we issued 30,206 shares to employees for $30,040 under our ESPP for options that vested and were exercised.  We recorded expense of $25,280 and $20,617 related to the ESPP for the nine months ended September 30, 2020 and 2019, respectively.

Warrants – At September 30, 2020, we had outstanding exercisable warrants to purchase 521,060 shares of common stock.

The following table summarizes the warrants issued and outstanding as of September 30, 2020:

 

 

 

 

Date of

 

Exercise

 

 

Shares of

 

Description

 

Issuance

 

Expiration

 

Price

 

 

Common Stock

 

Exercisable Warrants

 

3/30/2016

 

03/30/2021

 

$

3.88

 

 

 

90,431

 

Exercisable Warrants

 

3/30/2016

 

03/30/2021

 

$

1.15

 

 

 

430,629

 

Total warrants issued and outstanding

 

 

 

 

 

 

521,060

 

Certain warrants previously issued on March 30, 2016 to purchase 430,629 shares of our common stock at a price per warrant of $3.88 contain certain anti-dilution provisions, including a down round provision, set forth in the warrants, and therefore, upon the closing of the Offering further described above, the warrant exercise price relating to such warrants was adjusted downward to equal the Offering price of $1.15.  The down round provision in these warrants created a deemed dividend to common stockholders of $205,014 for the change in the fair value of the warrants using the Black Scholes pricing model.

Stock Options – We recorded stock option expense of $878,405 and $729,431 for the nine months ended September 30, 2020 and 2019, respectively.  The following table summarizes the stock option activity for the nine months ended September 30, 2020:

 

 

 

Stock Options

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Exercise

 

Average

 

 

 

Number

 

 

Price Per

 

Exercise Price

 

 

 

of Shares

 

 

Share

 

Per Share

 

Outstanding at December 31, 2019

 

 

2,445,453

 

 

$1.17 — $23.20

 

$

3.37

 

Granted

 

 

955,052

 

 

$1.35 —   $2.32

 

$

1.55

 

Canceled/Forfeited

 

 

(177,630

)

 

$1.48 — $16.40

 

$

2.02

 

Outstanding at September 30, 2020

 

 

3,222,875

 

 

$1.17 — $23.20

 

$

2.90

 

 

Deferred Stock Units – Effective September 1, 2019, nonemployee directors can elect to receive all or a portion of their annual retainers in the form of deferred stock units (“DSUs”).   The DSUs are recognized at their fair value on the date of grant.  Each DSU represents the right to receive one share of our common stock following the completion of a director’s service.  During the nine months ended September 30, 2020, we granted 41,719 DSUs and recorded director compensation expense of $63,234 related to the grants.  In addition, during the nine months ended September 30, 2020 we granted 39,684 DSUs to executive employees and recorded compensation expense of $134,509, which includes an accrual of anticipated bonus expense to be paid in DSUs for certain executive employees.  During the nine months ended September 30, 2019 we granted 3,464 DSUs and recorded director compensation expense of $8,660.  During the quarter ended September 30, 2020, we issued 28,116 shares of our common stock to two directors upon their retirement from the Board of Directors.

v3.20.2
Net Income (Loss) per Share
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Net Income (Loss) per Share

 


12. Net Income (Loss) per Share

We compute basic net income (loss) per share using the weighted average number of shares of common stock outstanding plus the number of common stock equivalents for DSUs during the period. We compute diluted net income (loss) per share using the weighted average number of shares of common stock outstanding during the period, adjusted for the dilutive effect of common stock equivalents.  In periods where losses are reported, the weighted average number of shares of common stock outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.  Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options.  Dilutive potential securities are excluded from the computation of earnings per share if their effect is antidilutive.  The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method.  

The computation of basic and diluted net income (loss) per share attributable to common stockholders is as follows:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(Unaudited)

 

 

(Unaudited)

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(66,589

)

 

$

46,999

 

 

$

910,747

 

 

$

(89,651

)

Deemed dividend for warrant down round provision

 

(205,014

)

 

 

 

 

 

(205,014

)

 

 

 

Net income (loss) applicable to common stockholders

$

(271,603

)

 

$

46,999

 

 

$

705,733

 

 

$

(89,651

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Weighted average common shares outstanding, basic

 

17,290,447

 

 

 

15,350,153

 

 

 

16,055,110

 

 

 

15,339,706

 

     Effect of dilutive common shares

 

 

 

 

48,686

 

 

 

15,165

 

 

 

 

     Weighted average common shares outstanding, diluted

 

17,290,447

 

 

 

15,398,839

 

 

 

16,070,275

 

 

 

15,339,706

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.02

)

 

$

0.00

 

 

$

0.04

 

 

$

(0.01

)

Diluted

$

(0.02

)

 

$

0.00

 

 

$

0.04

 

 

$

(0.01

)

Anti-dilutive securities excluded from diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

3,222,875

 

 

 

2,595,428

 

 

 

3,207,710

 

 

 

2,644,114

 

Warrants

 

521,060

 

 

 

608,560

 

 

 

521,060

 

 

 

608,560

 

Total anti-dilutive securities excluded from net income (loss) per share

 

3,743,935

 

 

 

3,203,988

 

 

 

3,728,770

 

 

 

3,252,674

 

 

v3.20.2
Related Party Transactions
9 Months Ended
Sep. 30, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

13.  Related Party Transactions

During the year ended December 31, 2019, three stockholders sold approximately 4.3 million shares of our common stock in a registered public offering.  In a separate private transaction, a certain selling stockholder sold 1,750,000 shares of our common stock.  The offering and private transaction, together the “Transactions”, closed on April 11, 2019.  We did not receive any proceeds from sales by the selling stockholders in the Transactions.  We incurred costs and expenses in connection with the Transactions, consisting of various registration, due diligence, printing, and professional service fees and expenses, and such costs, less amounts reimbursed by the selling stockholders at the closing of the Transactions, were approximately $248,000, and was included in selling, general, and administrative expense for the nine months ended September 30, 2019.

See Note 11 for further information regarding additional purchases of QRHC’s common stock by our largest stockholder in the Offering that closed on August 5, 2020.

v3.20.2
Subsequent Events
9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

14.  Subsequent Events

Asset acquisition - On October 19, 2020, we entered into an asset purchase agreement (the “APA”) by and among QRHC, Quest Resource Management Group, LLC, a wholly-owned subsidiary of the Company (“Buyer”), Green Remedies Waste and Recycling, Inc. (“Seller”) and Alan Allred (the “Shareholder”) and completed the acquisition by Buyer of substantially all of the assets used in the business of the Seller and assumed certain liabilities of the Seller, as set forth in the APA (the “Acquisition”).  Seller is a leading provider of independent environmental services, particularly in multi-family housing, located in Elon, NC.

As consideration for the Acquisition, under the APA, the Seller received a purchase price of (i) $10,869,599 in cash subject to certain adjustments set forth in the APA at the closing of the Acquisition; (ii) a promissory note in the aggregate principal amount of $2,684,250, payable commencing on January 1, 2021 in quarterly installments through October 1, 2025 and subject to an interest rate of 3.0% per annum; (iii) a payment of $2,684,250 in additional consideration pursuant to a Consideration Agreement to be paid in either cash or shares of our common stock, par value $0.001 per share, or any combination thereof, at our option, with the amount of such shares to be determined based on a per share price equal to the volume weighted average price of our common stock on the Nasdaq Capital Market (or if the shares are not traded on the Nasdaq Capital Market, the OTC Bulletin Board or the principal trading market of the shares) during the thirty (30) consecutive trading days ending on the trading day prior to each payment date, rounded down to the nearest whole share, and to be paid or issued in two equal installments on each of the first and second anniversaries of the closing date; and (iv) earn-out payments in an aggregate amount not to exceed $2,250,000 over an earn-out period ending on the earlier of (x) December 31, 2022 and (y) the last day of the fiscal quarter during which the Shareholder is terminated by the Buyer upon Disability, Death or Without Cause or the Shareholder terminates his employment for Good Reason (each as defined in the Shareholder’s employment agreement with Buyer), upon the achievement of certain performance thresholds and subject to the satisfaction of certain conditions as further described in the APA.

Monroe Capital Credit Agreement - On October 19, 2020, QRHC and certain of its domestic subsidiaries entered into a Credit Agreement, dated as of October 19, 2020, with Monroe Capital, as administrative agent for the lenders thereto.  Among other things, the Credit Agreement provides for the following:

 

A senior secured term loan facility in the principal amount of $11.5 million. The senior secured term loan at the LIBOR Rate for LIBOR Loans plus the Applicable Margin; provided, that if the provision of LIBOR Loans becomes unlawful or unavailable, then interest will be payable at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans. The maturity date of the revolving credit facility is October 19, 2025 (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.  Proceeds of the senior secured term loan were permitted to be used in connection with the Acquisition.

 

A delayed draw term loan facility in the maximum principal amount of $12.5 million. Loans under the delayed draw term loan facility may be requested at any time until October 19, 2021.  Pricing and maturity for the outstanding principal amount of the delayed draw term loan shall be the same as for the senior secured term loan.  Proceeds of the delayed draw term loan are to be used for Permitted Acquisitions (as defined in the Credit Agreement).

 

An accordion term loan facility in the maximum principal amount of $40.0 million.  Loans under the accordion loan facility may be requested at any time until the Maturity Date. Each accordion term loan shall be on the same terms as those applicable to the senior secured term loan.  Proceeds of accordion term loans are permitted to be used for Permitted Acquisitions.

Certain of QRHC’s domestic subsidiaries are the borrowers under the Credit Agreement.  QRHC is the guarantor under the Credit Agreement.  As security for the obligations of the borrowers under the Credit Agreement, (i) the borrowers under the Credit 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 QRHC’s direct and indirect subsidiaries, and (ii) the guarantors under the Credit Agreement have granted a first priority lien on the capital stock and membership interests, as applicable, of QRHC’s direct and indirect domestic subsidiaries.

The Credit Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio and a senior net leverage ratio.  In addition, the Credit 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 matter customarily restricted in such agreements.  The Credit 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 Credit Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the Credit Agreement may be accelerated and become immediately due and payable.

In connection with the Credit Agreement, we issued Monroe Capital a warrant to purchase 500,000 shares of QRHC’s common stock exercisable immediately and will issue a warrant to purchase 350,000 shares at the earlier of October 19, 2021 or certain other events.  Both warrants have an exercise price of $1.50 per share and an expiration date of March 19, 2028. We estimated the value of the 500,000 share warrant issued using the Black Scholes option pricing model and recorded a debt discount of approximately $765,000 which will be amortized over the term of the Credit Agreement.  The warrants are redeemable by us under certain conditions. In connection with the warrants, we also executed a side letter which provides that the warrant holder will receive minimum net proceeds if the sale of all the warrant shares occurs at the later of two years from the issuance date of the warrants or the exercise date of the warrants.

In addition, on October 19, 2020 we entered into a joinder and first amendment (the “Amendment”) to the BBVA Loan Agreement to, among other things, make certain corresponding changes consistent with the Credit Agreement, add certain of our subsidiaries as additional guarantors, and adjust the maturity date under the Loan Agreement to April 19, 2025.

In connection with the Loan Agreement and the Credit Agreement, BBVA USA and Monroe Capital Management Advisors, LLC entered into an Intercreditor Agreement setting forth their relative rights with respect to their interests in the collateral under their respective agreements.

v3.20.2
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Principles of Presentation and Consolidation

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, 2019. 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, 2020 and the results of our operations and cash flows for the periods presented. We derived the December 31, 2019 condensed consolidated balance sheet data from audited financial statements; however, we did not include all disclosures required by GAAP. As QRHC, Quest, LDI, Youchange, QVC, QV One, and QSS each operate as environmental-based service companies, we did not deem segment reporting necessary.

All intercompany accounts and transactions have been eliminated in consolidation. Interim results are subject to seasonal variations, and the results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Adopted

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11 Earnings per Share (Topic 260). The amendments in Part I of this ASU changed the classification analysis of certain equity-linked financial instruments with down round features.  When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock.  The amendments also clarify existing disclosure requirements for equity-classified instruments.  As a result, a freestanding equity-linked financial instrument no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature.  For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered.  That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.  A deemed dividend of $205,014 was recorded in the three months ended September 30, 2020 as a result of the down round provision in certain outstanding warrants.  See Notes 11 and 12.

On January 1, 2020, we adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).  The ASU allows companies to capitalize implementation costs incurred in a hosting arrangement that is a service contract over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised.  This guidance also requires entities to present the expense in the same line item in the statement of operations as the fees associated with the hosting arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. The adoption of the standard did not have a material effect on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):  Facilitation of the Effects of Reference Rate Reform on Financial Reporting.  This standard provides operational guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting due to the cessation of the London Interbank Offered Rate (LIBOR).  The amendments are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued.  The expedients and exceptions provided by the amendments generally do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022.  As further discussed in Note 6, our ABL facility provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable.   As such, we do not expect the transition away from LIBOR to have a material impact on our financial statements.

Pending Adoption

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which provides guidance on measuring credit losses on financial instruments.  The amended guidance replaces current incurred loss impairment methodology of recognizing credit losses when a loss is probable with a methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to assess credit loss estimates.  ASU 2016-13 is effective for us on January 1, 2023.  We are assessing the provisions of this amended guidance; however, the adoption of the standard is not expected to have a material effect on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes – (Topic 740), which simplifies the accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. This guidance is effective January 1, 2021 with early adoption permitted. The adoption of the standard is not expected to have a material effect on our consolidated financial statements.

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

v3.20.2
Property and Equipment, Net, and Other Assets (Tables)
9 Months Ended
Sep. 30, 2020
Property Plant And Equipment [Abstract]  
Components Property and Equipment, Net, and Other Assets

At September 30, 2020 and December 31, 2019, property and equipment, net, and other assets consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $2,097,545

     and $1,994,320 as of September 30, 2020 and December 31, 2019,

     respectively

 

$

642,591

 

 

$

534,465

 

Right-of-use operating lease asset

 

 

1,171,779

 

 

 

1,595,044

 

Security deposits and other assets

 

 

730,383

 

 

 

306,585

 

    Property and equipment, net, and other assets

 

$

2,544,753

 

 

$

2,436,094

 

v3.20.2
Goodwill and Other Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets

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

  

September 30, 2020 (Unaudited)

 

Estimated

Useful Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

 

Finite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

5 years

 

$

12,720,000

 

 

$

12,720,000

 

 

$

 

Trademarks

 

7 years

 

 

6,235,069

 

 

 

6,233,668

 

 

 

1,401

 

Patents

 

7 years

 

 

230,683

 

 

 

230,683

 

 

 

 

Software

 

7 years

 

 

2,122,119

 

 

 

1,209,286

 

 

 

912,833

 

Customer lists

 

5 years

 

 

307,153

 

 

 

307,153

 

 

 

 

Total finite lived intangible assets

 

 

 

$

21,615,024

 

 

$

20,700,790

 

 

$

914,234

 

 

December 31, 2019

 

Estimated

Useful Life

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

 

Finite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

5 years

 

$

12,720,000

 

 

$

12,720,000

 

 

$

 

Trademarks

 

7 years

 

 

6,235,069

 

 

 

5,751,037

 

 

 

484,032

 

Patents

 

7 years

 

 

230,683

 

 

 

230,683

 

 

 

 

Software

 

7 years

 

 

2,090,633

 

 

 

984,141

 

 

 

1,106,492

 

Customer lists

 

5 years

 

 

307,153

 

 

 

307,153

 

 

 

 

Total finite lived intangible assets

 

 

 

$

21,583,538

 

 

$

19,993,014

 

 

$

1,590,524

 

Schedule of Indefinite-Lived Intangible Assets

 

September 30, 2020 (Unaudited) and December 31, 2019

 

Estimated

Useful Life

 

Carrying

Amount

 

 

 

 

 

Indefinite lived intangible asset:

 

 

 

 

 

 

 

 

 

 

Goodwill

 

Indefinite

 

$

58,208,490

 

 

 

 

 

v3.20.2
Accounts Payable and Accrued Liabilities (Tables)
9 Months Ended
Sep. 30, 2020
Accounts Payable And Accrued Liabilities Current [Abstract]  
Components of Accounts Payable and Accrued Liabilities

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

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

 

Accounts payable

 

$

10,604,499

 

 

$

10,436,715

 

Accrued taxes

 

 

793,193

 

 

 

716,545

 

Employee compensation

 

 

773,854

 

 

 

1,384,360

 

Operating lease liability - current portion

 

 

639,559

 

 

 

627,896

 

Other

 

 

199,814

 

 

 

151,289

 

 

 

$

13,010,919

 

 

$

13,316,805

 

v3.20.2
Leases (Tables)
9 Months Ended
Sep. 30, 2020
Lessee Disclosure [Abstract]  
Summary of Lease Related Assets and Liabilities Recorded on Balance Sheet

The table below presents the lease related assets and liabilities recorded on the balance sheet. Right-of-use assets and related liabilities related to finance leases at September 30, 2020 are de minimis and mature in less than 12 months.

 

 

September 30,

 

 

December 31,

 

 

2020

 

 

2019

 

Operating Leases:

(Unaudited)

 

 

 

 

 

Right-of-use operating lease asset:

 

 

 

 

 

 

 

   Property and equipment, net and other assets

$

1,171,779

 

 

$

1,595,044

 

 

 

 

 

 

 

 

 

Lease Liabilities:

 

 

 

 

 

 

 

   Accounts payable and accrued liabilities

$

639,559

 

 

$

627,896

 

   Other long-term liabilities

 

655,446

 

 

 

1,136,583

 

       Total operating lease liabilities

$

1,295,005

 

 

$

1,764,479

 

Future Minimum Lease Payments Required Under Office Lease

The future minimum lease payments required under our office lease as of September 30, 2020 were as follows:    

 

 

Amount

 

2020

 

$

166,050

 

2021

 

 

664,200

 

2022

 

 

498,150

 

   Total lease payments

 

 

1,328,400

 

Less:  Interest

 

 

(33,395

)

    Present value of lease liabilities

 

$

1,295,005

 

v3.20.2
Revenue (Tables)
9 Months Ended
Sep. 30, 2020
Revenue From Contract With Customer [Abstract]  
Summary of Revenue Disaggregated by Source The following table presents our revenue disaggregated by source.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended  September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenue Type:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

$

21,554,215

 

 

$

21,422,455

 

 

$

64,539,439

 

 

$

68,244,033

 

Product sales and other

 

 

2,147,011

 

 

 

2,502,976

 

 

 

6,462,842

 

 

 

7,775,812

 

   Total revenue

 

$

23,701,226

 

 

$

23,925,431

 

 

$

71,002,281

 

 

$

76,019,845

 

v3.20.2
Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Summary of Warrants Issued and Outstanding

The following table summarizes the warrants issued and outstanding as of September 30, 2020:

 

 

 

 

Date of

 

Exercise

 

 

Shares of

 

Description

 

Issuance

 

Expiration

 

Price

 

 

Common Stock

 

Exercisable Warrants

 

3/30/2016

 

03/30/2021

 

$

3.88

 

 

 

90,431

 

Exercisable Warrants

 

3/30/2016

 

03/30/2021

 

$

1.15

 

 

 

430,629

 

Total warrants issued and outstanding

 

 

 

 

 

 

521,060

 

Summary of Stock Option Activity The following table summarizes the stock option activity for the nine months ended September 30, 2020

 

 

 

Stock Options

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Exercise

 

Average

 

 

 

Number

 

 

Price Per

 

Exercise Price

 

 

 

of Shares

 

 

Share

 

Per Share

 

Outstanding at December 31, 2019

 

 

2,445,453

 

 

$1.17 — $23.20

 

$

3.37

 

Granted

 

 

955,052

 

 

$1.35 —   $2.32

 

$

1.55

 

Canceled/Forfeited

 

 

(177,630

)

 

$1.48 — $16.40

 

$

2.02

 

Outstanding at September 30, 2020

 

 

3,222,875

 

 

$1.17 — $23.20

 

$

2.90

 

v3.20.2
Net Income (Loss) per Share (Tables)
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Net Income (Loss) per Share Attributable to Common Stockholders

The computation of basic and diluted net income (loss) per share attributable to common stockholders is as follows:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(Unaudited)

 

 

(Unaudited)

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(66,589

)

 

$

46,999

 

 

$

910,747

 

 

$

(89,651

)

Deemed dividend for warrant down round provision

 

(205,014

)

 

 

 

 

 

(205,014

)

 

 

 

Net income (loss) applicable to common stockholders

$

(271,603

)

 

$

46,999

 

 

$

705,733

 

 

$

(89,651

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Weighted average common shares outstanding, basic

 

17,290,447

 

 

 

15,350,153

 

 

 

16,055,110

 

 

 

15,339,706

 

     Effect of dilutive common shares

 

 

 

 

48,686

 

 

 

15,165

 

 

 

 

     Weighted average common shares outstanding, diluted

 

17,290,447

 

 

 

15,398,839

 

 

 

16,070,275

 

 

 

15,339,706

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.02

)

 

$

0.00

 

 

$

0.04

 

 

$

(0.01

)

Diluted

$

(0.02

)

 

$

0.00

 

 

$

0.04

 

 

$

(0.01

)

Anti-dilutive securities excluded from diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

3,222,875

 

 

 

2,595,428

 

 

 

3,207,710

 

 

 

2,644,114

 

Warrants

 

521,060

 

 

 

608,560

 

 

 

521,060

 

 

 

608,560

 

Total anti-dilutive securities excluded from net income (loss) per share

 

3,743,935

 

 

 

3,203,988

 

 

 

3,728,770

 

 

 

3,252,674

 

v3.20.2
The Company and Description of Business - Additional Information (Detail)
Oct. 19, 2020
Green Remedies Waste and Recycling, Inc [Member] | Subsequent Event [Member]  
Description Of Business [Line Items]  
Business acquisition, effective date Oct. 19, 2020
v3.20.2
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Accounting Policies [Abstract]    
Deemed dividend for warrant down round provision $ 205,014 $ 205,014
v3.20.2
Property and Equipment, Net, and Other Assets - Components of Property and Equipment, Net, and Other Assets (Detail) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Property And Equipment Net And Other Assets [Abstract]    
Property and equipment, net of accumulated depreciation of $2,097,545 and $1,994,320 as of September 30, 2020 and December 31, 2019, respectively $ 642,591 $ 534,465
Right-of-use operating lease asset 1,171,779 1,595,044
Security deposits and other assets 730,383 306,585
Property and equipment, net, and other assets $ 2,544,753 $ 2,436,094
v3.20.2
Property and Equipment, Net, and Other Assets - Components of Property and Equipment, Net, and Other Assets ( Parenthetical) (Detail) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Property And Equipment Net And Other Assets [Abstract]    
Accumulated depreciation, Property and equipment $ 2,097,545 $ 1,994,320
v3.20.2
Property and Equipment, Net, and Other Assets - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Feb. 20, 2018
Property And Equipment Net And Other Assets [Line Items]          
Depreciation $ 63,089 $ 58,933 $ 164,156 $ 175,562  
Asset Purchase Agreement [Member] | Earth Media Partners, LLC [Member]          
Property And Equipment Net And Other Assets [Line Items]          
Percentage of ownership interest         19.00%
Ownership interest amount recorded as investment         $ 246,585
Accrued earn-out amount 235,164   235,164    
Asset Purchase Agreement [Member] | Earth Media Partners, LLC [Member] | Wholly Owned Subsidiary and Earth911, Inc. [Member] | Disposal Group, Not Discontinued Operations [Member]          
Property And Equipment Net And Other Assets [Line Items]          
Future earn-out amount         $ 350,000
Service [Member]          
Property And Equipment Net And Other Assets [Line Items]          
Depreciation reflected in cost of revenue $ 25,597 $ 24,695 $ 53,871 $ 73,704  
v3.20.2
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Detail) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 21,615,024 $ 21,583,538
Accumulated Amortization 20,700,790 19,993,014
Net $ 914,234 $ 1,590,524
Customer relationships [Member]    
Finite Lived Intangible Assets [Line Items]    
Estimated Useful Life 5 years 5 years
Gross Carrying Amount $ 12,720,000 $ 12,720,000
Accumulated Amortization $ 12,720,000 $ 12,720,000
Trademarks [Member]    
Finite Lived Intangible Assets [Line Items]    
Estimated Useful Life 7 years 7 years
Gross Carrying Amount $ 6,235,069 $ 6,235,069
Accumulated Amortization 6,233,668 5,751,037
Net $ 1,401 $ 484,032
Patents [Member]    
Finite Lived Intangible Assets [Line Items]    
Estimated Useful Life 7 years 7 years
Gross Carrying Amount $ 230,683 $ 230,683
Accumulated Amortization $ 230,683 $ 230,683
Software [Member]    
Finite Lived Intangible Assets [Line Items]    
Estimated Useful Life 7 years 7 years
Gross Carrying Amount $ 2,122,119 $ 2,090,633
Accumulated Amortization 1,209,286 984,141
Net $ 912,833 $ 1,106,492
Customer lists [Member]    
Finite Lived Intangible Assets [Line Items]    
Estimated Useful Life 5 years 5 years
Gross Carrying Amount $ 307,153 $ 307,153
Accumulated Amortization $ 307,153 $ 307,153
v3.20.2
Goodwill and Other Intangible Assets - Schedule of Indefinite-Lived Intangible Assets (Detail) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Intangible Assets Net Including Goodwill [Abstract]    
Goodwill, Carrying Amount $ 58,208,490 $ 58,208,490
v3.20.2
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Goodwill And Intangible Assets Disclosure [Abstract]        
Amortization of intangibles $ 112,679 $ 295,304 $ 707,775 $ 880,564
Indefinite-lived intangible assets other than goodwill     $ 0  
Impairment of goodwill and other intangible assets $ 0      
v3.20.2
Accounts Payable and Accrued Liabilities - Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Accounts Payable And Accrued Liabilities Current [Abstract]    
Accounts payable $ 10,604,499 $ 10,436,715
Accrued taxes 793,193 716,545
Employee compensation 773,854 1,384,360
Operating lease liability - current portion 639,559 627,896
Other 199,814 151,289
Accounts payable and accrued liabilities $ 13,010,919 $ 13,316,805
v3.20.2
Notes Payable - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Aug. 05, 2020
May 05, 2020
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Oct. 19, 2020
Dec. 31, 2019
Line of Credit Facility [Line Items]                
Debt extinguishment description         The BBVA Loan Agreement replaced our Loan, Security and Guaranty Agreement, dated as of February 24, 2017, with Citizens Bank, National Association (the “Citizens Bank Loan Agreement”), which was paid off and terminated effective August 5, 2020.      
Loss on extinguishment of debt     $ 167,964   $ 167,964      
Interest expense related to borrowings     72,578 $ 118,652 244,123 $ 344,160    
Interest expense related to amortization of discount         62,684 70,426    
Revolving credit facility, net     4,162,641   4,162,641     $ 4,534,683
Other Income [Member]                
Line of Credit Facility [Line Items]                
Proceeds from loan         1,400,000      
PPP Loan [Member]                
Line of Credit Facility [Line Items]                
Proceeds from loan         1,400,000      
PPP Loan [Member] | Paycheck Protection Program [Member.]                
Line of Credit Facility [Line Items]                
Debt instrument maturity date   Apr. 30, 2022            
Proceeds from loan   $ 1,400,000            
Debt instrument, term   2 years            
Debt instrument annual interest rate   1.00%            
Credit Agreement [Member] | Term Loan [Member] | Subsequent Event [Member]                
Line of Credit Facility [Line Items]                
Debt instrument, face amount             $ 11,500,000  
Debt instrument, additional borrowing capacity amount             $ 52,500,000  
ABL Facility [Member]                
Line of Credit Facility [Line Items]                
Revolving credit facility maximum principal amount $ 15,000,000              
Sublimit for issuance of letters of credit, percentage 10.00%              
Debt instrument maturity date Aug. 05, 2025              
Revolving credit facility, increase (decrease) $ 10,000,000              
Borrowings fee 50,000              
Debt issuance cost 166,877   216,877   216,877      
Interest expense related to borrowings     56,845 $ 86,765 181,439 263,542    
Unamortized portion of debt discount     210,231   210,231      
Interest expense related to amortization of discount         62,684 $ 70,426    
Revolving credit current borrowing facility     12,183,852   12,183,852      
Revolving credit current borrowing facility, outstanding     4,372,872   4,372,872      
Revolving credit facility, net     4,162,641   4,162,641      
Unamortized debt issuance cost     $ 210,231   $ 210,231      
ABL Facility [Member] | Citizens Bank Loan Agreement [Member]                
Line of Credit Facility [Line Items]                
Loss on extinguishment of debt $ 167,964              
ABL Facility [Member] | Base Rate [Member]                
Line of Credit Facility [Line Items]                
Debt instrument interest rate     3.00%   3.00%      
ABL Facility [Member] | Base Rate [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Debt instrument, margin on variable rate 0.75%              
ABL Facility [Member] | Base Rate [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Debt instrument, margin on variable rate 1.25%              
ABL Facility [Member] | LIBOR [Member]                
Line of Credit Facility [Line Items]                
Debt instrument interest rate     0.00%   0.00%      
ABL Facility [Member] | LIBOR [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Debt instrument, margin on variable rate 1.75%              
ABL Facility [Member] | LIBOR [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Debt instrument, margin on variable rate 2.25%              
Equipment Loan Facility [Member]                
Line of Credit Facility [Line Items]                
Revolving credit facility maximum principal amount $ 2,000,000              
Debt instrument maturity date Aug. 05, 2025              
Equipment Loan Facility [Member] | Base Rate [Member]                
Line of Credit Facility [Line Items]                
Debt instrument interest rate 1.75%              
Equipment Loan Facility [Member] | LIBOR [Member]                
Line of Credit Facility [Line Items]                
Debt instrument interest rate 2.75%              
v3.20.2
Leases - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended 24 Months Ended
Aug. 31, 2020
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Aug. 31, 2022
Dec. 31, 2019
Jan. 01, 2019
Lessee Lease Description [Line Items]                
Operating lease right-of-use asset   $ 1,171,779   $ 1,171,779     $ 1,595,044  
Operating lease liabilities   1,295,005   $ 1,295,005     $ 1,764,479  
Equipment lease expiration, month and year       2020-08        
Fixed cost operating lease expense   $ 150,000 $ 150,000 $ 450,000 $ 450,000      
Operating lease minimum annual incentive payment $ 63,000              
Sublease commencement period       Dec. 01, 2019        
Sublease expiration, month and year       2022-08        
Sublease income, net of amortized leasing costs       $ 36,000        
Operating lease, remaining lease term   2 years   2 years        
Operating lease, effective interest rate   2.456%   2.456%        
Scenario, Forecast [Member]                
Lessee Lease Description [Line Items]                
Operating lease minimum annual incentive payment           $ 93,600    
Maximum [Member]                
Lessee Lease Description [Line Items]                
Finance leases maturity period   12 months   12 months        
ASU 2016-02 [Member]                
Lessee Lease Description [Line Items]                
Operating lease right-of-use asset               $ 2,000,000
Operating lease liabilities               $ 2,200,000
v3.20.2
Leases - Additional Information 1 (Details)
Dec. 31, 2019
USD ($)
Lessor Disclosure [Abstract]  
Capital lease receivable amounts $ 5,000
v3.20.2
Leases - Summary of Lease Related Assets and Liabilities Recorded on Balance Sheet (Details) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Assets And Liabilities Lessee [Abstract]    
Right-of-use operating lease asset $ 1,171,779 $ 1,595,044
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] qrhc:PropertyPlantAndEquipmentNetIncludingDepositsAssetsNoncurrent qrhc:PropertyPlantAndEquipmentNetIncludingDepositsAssetsNoncurrent
Operating lease liability - current portion $ 639,559 $ 627,896
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent
Other long-term liabilities $ 655,446 $ 1,136,583
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] us-gaap:OtherLiabilitiesNoncurrent us-gaap:OtherLiabilitiesNoncurrent
Total operating lease liabilities $ 1,295,005 $ 1,764,479
v3.20.2
Leases - Future Minimum Lease Payments Required Under Office Lease (Details) - USD ($)
Sep. 30, 2020
Dec. 31, 2019
Operating Lease Liabilities Payments Due [Abstract]    
2020 $ 166,050  
2021 664,200  
2022 498,150  
Total lease payments 1,328,400  
Less: Interest (33,395)  
Present value of lease liabilities $ 1,295,005 $ 1,764,479
v3.20.2
Revenue - Additional Information (Detail)
3 Months Ended 9 Months Ended
Sep. 30, 2020
USD ($)
Customer
Sep. 30, 2019
USD ($)
Customer
Sep. 30, 2020
USD ($)
Customer
Sep. 30, 2019
USD ($)
Customer
Dec. 31, 2019
USD ($)
Revenue Recognition [Line Items]          
Number of customer | Customer 3 3 3 3  
Percentage of revenue 49.40% 49.40% 52.00% 54.60%  
Deferred contract costs $ 52,500   $ 52,500   $ 113,750
Deferred revenue 16,570   16,570   $ 19,644
Selling, General and Administrative Expense [Member]          
Revenue Recognition [Line Items]          
Amortized deferred contract costs $ 52,500 $ 53,750 $ 161,250 $ 161,250  
v3.20.2
Revenue - Summary of Revenue Disaggregated by Source (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Disaggregation Of Revenue [Line Items]        
Total revenue $ 23,701,226 $ 23,925,431 $ 71,002,281 $ 76,019,845
Services [Member]        
Disaggregation Of Revenue [Line Items]        
Total revenue 21,554,215 21,422,455 64,539,439 68,244,033
Product Sales and Other [Member]        
Disaggregation Of Revenue [Line Items]        
Total revenue $ 2,147,011 $ 2,502,976 $ 6,462,842 $ 7,775,812
v3.20.2
Income Taxes - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Income Tax Disclosure [Abstract]          
Income tax expense $ 92,046 $ 54,771 $ 63,800 $ 164,311  
Federal corporate income tax rate     27.00%    
Operating loss carryforwards 0 $ 0 $ 0 $ 0  
Valuation allowance 12,471,000   12,471,000   $ 12,452,000
Federal income tax net operating loss carry forward $ 14,800,000   $ 14,800,000   $ 17,200,000
Net operating loss carry forwards expiration beginning year     2032    
Net operating loss carry forwards expiration ending year     2037    
v3.20.2
Stockholders' Equity - Additional Information (Detail) - USD ($)
9 Months Ended
Aug. 05, 2020
Mar. 30, 2016
Sep. 30, 2020
Dec. 31, 2019
Schedule Of Stockholders Equity [Line Items]        
Preferred stock, shares authorized     10,000,000 10,000,000
Preferred stock, par value     $ 0.001 $ 0.001
Preferred stock, shares issued     0 0
Preferred stock, shares outstanding     0 0
Common stock, shares authorized     200,000,000 200,000,000
Common stock, par value     $ 0.001 $ 0.001
Common stock, shares issued     18,381,227 15,372,905
Common stock, shares outstanding     18,381,227 15,372,905
Proceeds from the sale of common stock, net of issuance costs     $ 3,047,547  
Exercise price of warrants adjusted   $ 1.15    
Equity Offering [Member]        
Schedule Of Stockholders Equity [Line Items]        
Common stock, par value $ 0.001      
Number of common shares sold 2,950,000      
Common stock selling price per share $ 1.15      
Proceeds from the sale of common stock, net of issuance costs $ 3,392,500      
Exercise price of warrants adjusted $ 1.15      
Equity Offering [Member] | Largest Stockholder [Member]        
Schedule Of Stockholders Equity [Line Items]        
Common stock, shares issued 655,000      
v3.20.2
Stockholders' Equity - Additional Information - Employee Stock Purchase Plan (Detail) - USD ($)
3 Months Ended 9 Months Ended
May 14, 2020
Jun. 30, 2020
Jun. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Equity [Abstract]          
Employee stock purchase plan expense       $ 25,280 $ 20,617
Stock issued for employee stock purchase plans options, shares 30,206        
Stock issued for employee stock purchase plans options, value $ 30,040 $ 30,040 $ 29,669    
v3.20.2
Stockholders' Equity - Additional Information - Warrants (Detail) - USD ($)
3 Months Ended 9 Months Ended
Mar. 30, 2016
Sep. 30, 2020
Sep. 30, 2020
Class Of Warrant Or Right [Line Items]      
Warrants outstanding 430,629 521,060 521,060
Shares of Common Stock 430,629 521,060 521,060
Exercise Price $ 3.88    
Exercise price of warrants adjusted $ 1.15    
Deemed dividend for warrant down round provision   $ 205,014 $ 205,014
Exercisable Warrants [Member]      
Class Of Warrant Or Right [Line Items]      
Warrants outstanding   521,060 521,060
Shares of Common Stock   521,060 521,060
v3.20.2
Stockholders' Equity - Summary of Warrants Issued and Outstanding (Detail) - $ / shares
9 Months Ended
Sep. 30, 2020
Mar. 30, 2016
Class Of Warrant Or Right [Line Items]    
Exercise Price   $ 3.88
Shares of Common Stock 521,060 430,629
Exercisable Warrants [Member]    
Class Of Warrant Or Right [Line Items]    
Shares of Common Stock 521,060  
Exercisable Warrants [Member] | Warrants One [Member]    
Class Of Warrant Or Right [Line Items]    
Date of Issuance Mar. 30, 2016  
Date of Expiration Mar. 30, 2021  
Exercise Price $ 3.88  
Shares of Common Stock 90,431  
Exercisable Warrants [Member] | Warrants Two [Member]    
Class Of Warrant Or Right [Line Items]    
Date of Issuance Mar. 30, 2016  
Date of Expiration Mar. 30, 2021  
Exercise Price $ 1.15  
Shares of Common Stock 430,629  
v3.20.2
Stockholders' Equity - Additional Information - Stock Options (Detail) - USD ($)
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Equity [Abstract]    
Stock options expense $ 878,405 $ 729,431
v3.20.2
Stockholders' Equity - Summary of Stock Option Activity (Detail)
9 Months Ended
Sep. 30, 2020
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Outstanding Beginning Balance, Number of Shares | shares 2,445,453
Granted, Number of Shares | shares 955,052
Canceled/Forfeited, Number of Shares | shares (177,630)
Outstanding Ending Balance, Number of Shares | shares 3,222,875
Outstanding Beginning Balance, Weighted-Average Exercise Price Per Share $ 3.37
Granted, Weighted-Average Exercise Price Per Share 1.55
Canceled/Forfeited, Weighted-Average Exercise Price Per Share 2.02
Outstanding Ending Balance, Weighted-Average Exercise Price Per Share 2.90
Outstanding, 1.17 — 23.20 [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Exercise Price Per Share, Minimum 1.17
Exercise Price Per Share, Maximum 23.20
Granted, 1.35 — 2.32 [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Exercise Price Per Share, Minimum 1.35
Exercise Price Per Share, Maximum 2.32
Canceled/Forfeited, 1.48 — 16.40 [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Exercise Price Per Share, Minimum 1.51
Exercise Price Per Share, Maximum 16.40
Outstanding, 1.17 — 23.20 [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Exercise Price Per Share, Minimum 1.17
Exercise Price Per Share, Maximum $ 23.20
v3.20.2
Stockholders' Equity - Additional Information - Deferred Stock Units (Detail) - Deferred Stock Units [Member]
3 Months Ended 9 Months Ended
Sep. 30, 2020
Director
shares
Sep. 30, 2020
USD ($)
shares
Sep. 30, 2019
USD ($)
shares
Sep. 01, 2019
shares
Schedule Of Stockholders Equity [Line Items]        
Number of stock unit received       1
Deferred stock units   41,719 3,464  
Compensation expense related to grants | $     $ 8,660  
Director [Member]        
Schedule Of Stockholders Equity [Line Items]        
Compensation expense related to grants | $   $ 63,234    
Release of deferred stock units, Shares 28,116      
Number of directors | Director 2      
Executive Employees [Member]        
Schedule Of Stockholders Equity [Line Items]        
Deferred stock units   39,684    
Compensation expense related to grants | $   $ 134,509    
v3.20.2
Net Income (Loss) per Share - Computation of Basic and Diluted Net Income (Loss) per Share Attributable to Common Stockholders (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2020
Sep. 30, 2019
Numerator:                
Net income (loss) $ (66,589) $ 1,209,003 $ (231,667) $ 46,999 $ 27,102 $ (163,752) $ 910,747 $ (89,651)
Deemed dividend for warrant down round feature (205,014)           (205,014)  
Net income (loss) applicable to common stockholders $ (271,603)     $ 46,999     $ 705,733 $ (89,651)
Denominator:                
Weighted average common shares outstanding, basic 17,290,447     15,350,153     16,055,110 15,339,706
Effect of dilutive common shares       48,686     15,165  
Weighted average common shares outstanding, diluted 17,290,447     15,398,839     16,070,275 15,339,706
Net income (loss) per share:                
Basic $ (0.02)     $ 0.00     $ 0.04 $ (0.01)
Diluted $ (0.02)     $ 0.00     $ 0.04 $ (0.01)
Anti-dilutive securities excluded from diluted net income (loss) per share:                
Anti-dilutive securities excluded from diluted net income (loss) per share 3,743,935     3,203,988     3,728,770 3,252,674
Stock options [Member]                
Anti-dilutive securities excluded from diluted net income (loss) per share:                
Anti-dilutive securities excluded from diluted net income (loss) per share 3,222,875     2,595,428     3,207,710 2,644,114
Warrants [Member]                
Anti-dilutive securities excluded from diluted net income (loss) per share:                
Anti-dilutive securities excluded from diluted net income (loss) per share 521,060     608,560     521,060 608,560
v3.20.2
Related Party Transactions - Additional Information (Detail) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Related Party Transaction [Line Items]      
Sale of common stock, description The offering and private transaction, together the “Transactions”, closed on April 11, 2019.    
Proceeds from sale of common stock     $ 0
Public Offering [Member]      
Related Party Transaction [Line Items]      
Number of common stock sold by shareholders     4,300,000
Private Transaction [Member]      
Related Party Transaction [Line Items]      
Number of common stock sold by shareholders     1,750,000
Transactions [Member]      
Related Party Transaction [Line Items]      
Costs and expenses   $ 248,000  
v3.20.2
Subsequent Events - Additional Information (Detail)
9 Months Ended
Oct. 19, 2020
USD ($)
Installment
$ / shares
shares
Aug. 05, 2020
$ / shares
shares
Sep. 30, 2020
$ / shares
Dec. 31, 2019
$ / shares
Mar. 30, 2016
$ / shares
Subsequent Event [Line Items]          
Common stock, par value | $ / shares     $ 0.001 $ 0.001  
Exercise Price | $ / shares         $ 3.88
Equity Offering [Member]          
Subsequent Event [Line Items]          
Common stock, par value | $ / shares   $ 0.001      
Number of common shares sold | shares   2,950,000      
Asset Purchase Agreement [Member]          
Subsequent Event [Line Items]          
Business acquisition, date of asset purchase agreement     Oct. 19, 2020    
Asset Purchase Agreement [Member] | Green Remedies Waste and Recycling, Inc [Member]          
Subsequent Event [Line Items]          
Trading days     thirty    
Asset Purchase Agreement [Member] | Subsequent Event [Member] | Green Remedies Waste and Recycling, Inc [Member]          
Subsequent Event [Line Items]          
Cash consideration $ 10,869,599        
Common stock, par value | $ / shares $ 0.001        
Number of installments | Installment 2        
Asset Purchase Agreement [Member] | Subsequent Event [Member] | Green Remedies Waste and Recycling, Inc [Member] | Promissory Note [Member]          
Subsequent Event [Line Items]          
Aggregate principal amount $ 2,684,250        
Interest rate 3.00%        
Asset Purchase Agreement [Member] | Subsequent Event [Member] | Green Remedies Waste and Recycling, Inc [Member] | Maximum [Member]          
Subsequent Event [Line Items]          
Earn-out payments $ 2,250,000        
Asset Purchase Agreement [Member] | Subsequent Event [Member] | Green Remedies Waste and Recycling, Inc [Member] | Cash or Shares of Common Stock [Member]          
Subsequent Event [Line Items]          
Business combination additional consideration 2,684,250        
Monroe Capital Credit Agreement [Member] | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Debt discounts $ 765,000        
Monroe Capital Credit Agreement [Member] | Subsequent Event [Member] | Equity Offering [Member]          
Subsequent Event [Line Items]          
Number of common shares sold | shares 500,000        
Warrant issued | shares 350,000        
Exercise Price | $ / shares $ 1.50        
Warrant expiration date Mar. 19, 2028        
Monroe Capital Credit Agreement [Member] | Subsequent Event [Member] | Senior Secured Term Loan [Member]          
Subsequent Event [Line Items]          
Senior secured term loan facility, principal amount $ 11,500,000        
Debt instrument maturity date Oct. 19, 2025        
Percentage of original principal amount 1.00%        
Monroe Capital Credit Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | Delayed Draw Term Loan Facility [Member]          
Subsequent Event [Line Items]          
Line of credit facility, maximum principal amount $ 12,500,000        
Monroe Capital Credit Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | Accordion Term Loan Facility [Member]          
Subsequent Event [Line Items]          
Line of credit facility, maximum principal amount $ 40,000,000