CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) |
Sep. 30, 2020 |
Dec. 31, 2019 |
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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 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2020 |
Sep. 30, 2019 |
Sep. 30, 2020 |
Sep. 30, 2019 |
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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 |
The Company and Description of Business |
9 Months Ended |
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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. |
Summary of Significant Accounting Policies |
9 Months Ended |
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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. |
Property and Equipment, Net, and Other Assets |
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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:
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. |
Goodwill and Other Intangible Assets |
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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:
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. |
Accounts Payable and Accrued Liabilities |
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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:
Refer to Note 7, Leases for additional disclosure related to the operating lease liability recorded upon the adoption of ASC 842, Leases. |
Notes Payable |
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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:
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. |
Leases |
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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.
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:
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Revenue |
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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.
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.” |
Income Taxes |
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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.
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Fair Value of Financial Instruments |
9 Months Ended |
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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.
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Stockholders' Equity |
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Stockholders' Equity |
11. Stockholders’ Equity Preferred Stock – Our 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.
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:
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:
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. |
Net Income (Loss) per Share |
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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:
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Related Party Transactions |
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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. |
Subsequent Events |
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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:
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. |
Summary of Significant Accounting Policies (Policies) |
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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. |
Property and Equipment, Net, and Other Assets (Tables) |
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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:
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Goodwill and Other Intangible Assets (Tables) |
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Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets |
The components of goodwill and other intangible assets were as follows:
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Schedule of Indefinite-Lived Intangible Assets |
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Accounts Payable and Accrued Liabilities (Tables) |
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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:
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Leases (Tables) |
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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.
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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:
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Revenue (Tables) |
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Summary of Revenue Disaggregated by Source | The following table presents our revenue disaggregated by source.
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Stockholders' Equity (Tables) |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Warrants Issued and Outstanding |
The following table summarizes the warrants issued and outstanding as of September 30, 2020:
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Summary of Stock Option Activity | The following table summarizes the stock option activity for the nine months ended September 30, 2020
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Net Income (Loss) per Share (Tables) |
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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:
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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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
Leases - Additional Information 1 (Details) |
Dec. 31, 2019
USD ($)
|
---|---|
Lessor Disclosure [Abstract] | |
Capital lease receivable amounts | $ 5,000 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 |