Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | QRHC | ||
Entity Registrant Name | Quest Resource Holding Corporation | ||
Entity Central Index Key | 0001442236 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 19,045,988 | ||
Entity Public Float | $ 59,638,216 | ||
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, par value $.001 per share | ||
Entity Incorporation, State or Country Code | NV | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Portions of the Registrant's definitive proxy statement relating to its 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Firm ID | 178 | ||
Auditor Name | Semple, Marchal & Cooper, LLP | ||
Auditor Location | Phoenix, Arizona |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 8,427,858 | $ 7,516,260 |
Accounts receivable, less allowance for doubtful accounts of $840,522 and $935,261 as of December 31, 2021 and 2020, respectively | 39,948,973 | 17,420,889 |
Prepaid expenses and other current assets | 1,952,566 | 1,069,238 |
Total current assets | 50,329,397 | 26,006,387 |
Goodwill | 80,621,503 | 66,310,385 |
Intangible assets, net | 39,118,940 | 6,528,330 |
Property and equipment, net, and other assets | 5,596,566 | 3,384,055 |
Total assets | 175,666,406 | 102,229,157 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 30,195,696 | 15,246,839 |
Other current liabilities | 6,195,170 | 1,392,579 |
Current portion of notes payable | 1,329,109 | 624,383 |
Total current liabilities | 37,719,975 | 17,263,801 |
Notes payable, net | 62,409,201 | 14,948,625 |
Other long-term liabilities, net | 1,908,966 | 1,973,759 |
Total liabilities | 102,038,142 | 34,186,185 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of December 31, 2021 and 2020 | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 19,045,988 and 18,413,419 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 19,046 | 18,413 |
Additional paid-in capital | 170,318,199 | 166,424,597 |
Accumulated deficit | (96,708,981) | (98,400,038) |
Total stockholders’ equity | 73,628,264 | 68,042,972 |
Total liabilities and stockholders’ equity | $ 175,666,406 | $ 102,229,157 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | |||
Allowance for doubtful accounts receivable | $ 840,522 | $ 935,261 | $ 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 | 19,045,988 | 18,413,419 | |
Common stock, shares outstanding | 19,045,988 | 18,413,419 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 155,715,373 | $ 98,660,035 |
Cost of revenue | 126,893,706 | 79,604,958 |
Gross profit | 28,821,667 | 19,055,077 |
Operating expenses: | ||
Selling, general, and administrative | 21,728,886 | 17,140,996 |
Depreciation and amortization | 2,469,425 | 1,163,812 |
Total operating expenses | 24,198,311 | 18,304,808 |
Operating income | 4,623,356 | 750,269 |
Other income (expense) | (116,000) | 1,408,000 |
Interest expense | (2,495,130) | (701,932) |
Loss on extinguishment of debt | (167,964) | |
Income before taxes | 2,012,226 | 1,288,373 |
Income tax expense | 321,169 | 254,004 |
Net income | 1,691,057 | 1,034,369 |
Deemed dividend for warrant down round feature | 0 | (205,014) |
Net income applicable to common stockholders | $ 1,691,057 | $ 829,355 |
Net income per share applicable to common stockholders | ||
Basic | $ 0.09 | $ 0.05 |
Diluted | $ 0.08 | $ 0.05 |
Weighted average number of common shares outstanding | ||
Basic | 18,885,714 | 16,661,472 |
Diluted | 20,735,017 | 16,755,560 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
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 | 1,488,177 | 1,488,177 | ||
Release of deferred stock units | $ 28 | (28) | ||
Release of deferred stock units, Shares | 28,116 | |||
Shares issued for Employee Stock Purchase Plan options | $ 63,149 | $ 62 | 63,087 | |
Shares issued for Employee Stock Purchase Plan options, Shares | 62,398 | 62,398 | ||
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 | |||
Warrant issued with note payable | 765,678 | 765,678 | ||
Deemed dividend | (205,014) | 205,014 | (205,014) | |
Net income | 1,034,369 | 1,034,369 | ||
Ending Balance at Dec. 31, 2020 | 68,042,972 | $ 18,413 | 166,424,597 | (98,400,038) |
Ending Balance, Shares at Dec. 31, 2020 | 18,413,419 | |||
Stock-based compensation | 1,381,717 | 1,381,717 | ||
Release of deferred stock units | $ 8 | (8) | ||
Release of deferred stock units, Shares | 7,742 | |||
Shares issued for Employee Stock Purchase Plan options | $ 108,806 | $ 48 | 108,758 | |
Shares issued for Employee Stock Purchase Plan options, Shares | 47,979 | 47,979 | ||
Stock option and warrant exercises | $ 525,617 | $ 358 | 525,259 | |
Stock option and warrant exercises, Shares | 358,261 | |||
Warrant issued with note payable | 535,970 | 535,970 | ||
Deemed dividend | 0 | |||
Stock issued for seller consideration | 1,342,125 | $ 219 | 1,341,906 | |
Stock issued for seller consideration, Shares | 218,587 | |||
Net income | 1,691,057 | 1,691,057 | ||
Ending Balance at Dec. 31, 2021 | $ 73,628,264 | $ 19,046 | $ 170,318,199 | $ (96,708,981) |
Ending Balance, Shares at Dec. 31, 2021 | 19,045,988 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 1,691,057 | $ 1,034,369 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 484,558 | 261,809 |
Amortization of intangibles | 2,280,501 | 1,014,622 |
Amortization of debt issuance costs and discounts | 873,137 | 201,424 |
Provision for doubtful accounts | 213,158 | 120,936 |
Stock-based compensation | 1,381,717 | 1,488,177 |
Loss on extinguishment of debt | 167,964 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,681,606) | (2,311,184) |
Prepaid expenses and other current assets | (476,597) | 82,332 |
Security deposits and other assets | (1,077,959) | (66,312) |
Accounts payable and accrued liabilities | 7,199,323 | 1,280,418 |
Deferred revenue and other liabilities | 1,678,649 | (176,898) |
Net cash provided by operating activities | 2,565,938 | 3,097,657 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (545,058) | (443,644) |
Purchase of intangible assets | (91,111) | (62,428) |
Acquisitions, net of cash acquired | (16,291,854) | |
Net cash used in investing activities | (16,928,023) | (506,072) |
Cash flows from financing activities: | ||
Proceeds from credit facilities | 72,232,381 | 71,126,110 |
Repayments of credit facilities | (69,296,978) | (71,666,261) |
Proceeds from long-term debt | 12,500,000 | |
Repayments of long-term debt | (758,643) | |
Debt issuance costs | (37,500) | (1,056,978) |
Proceeds from stock option exercises | 525,617 | |
Proceeds from shares issued for Employee Stock Purchase Plan | 108,806 | 63,149 |
Proceeds from the sale of common stock, net of issuance costs | 3,047,547 | |
Net cash provided by financing activities | 15,273,683 | 1,513,567 |
Net increase in cash and cash equivalents | 911,598 | 4,105,152 |
Cash and cash equivalents at beginning of period | 7,516,260 | 3,411,108 |
Cash and cash equivalents at end of period | $ 8,427,858 | $ 7,516,260 |
The Company and Description of
The Company and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company and Description of Business | 1. The Company and Description of Business The accompanying 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”), Quest Sustainability Services, Inc. (“QSS”), RWS Facility Services, LLC ("RWS"), and Sustainable Solutions Group, LLC ("SSG"), (collectively, “we,” “us,” 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 addition, we offer products such as antifreeze and windshield washer fluid and other minor ancillary services. We also provide information and data that tracks and reports the detailed transactional and environmental results of our services and provides actionable data to improve business operations. The data we generate also enables our customers to address their environmental and sustainability goals and responsibilities. Our principal office is located in The Colony, Texas within the Dallas metroplex. 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. We have made significant strategic acquisitions in 2020 and 2021, which are further described in Note 3. • On October 19, 2020 , Quest acquired substantially all of the assets used in the business of Green Remedies Waste and Recycling, Inc. (“Green Remedies”), a leading provider of independent environmental services, particularly in multi-family housing, located in Burlington, NC. • On June 30, 2021 , Quest acquired substantially all of the assets used in the business of an Atlanta, GA-based independent environmental services company. • On November 5, 2021 but effective November 1, 2021 , Quest acquired substantially all of the assets used in the business of a Louisville, KY-based independent environmental services company. • On December 3, 2021 but effective November 30, 2021 , Quest acquired substantially all of the assets used in the business of a Greenville, SC-based environmental services company. • On December 7, 2021 but effective November 30, 2021 , QSS acquired the membership interests of RWS , a Chadds Ford, PA-based environmental services company. RWS, along with its wholly-owned subsidiary, SSG, is a provider of environmental services, particularly in the commercial and industrial markets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Presentation and Consolidation The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the operating activity of QRHC and its subsidiaries for the years ended December 31, 2021 and 2020. As Quest, LDI, Youchange, QVC, QV One, QSS, RWS, and SSG each operate as environmental-based service companies, we did not deem segment reporting necessary. Accounting Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. We use significant estimates when accounting for the carrying amounts of accounts receivable, goodwill and other intangible assets, deferred taxes, and the fair value of assets and liabilities acquired in business acquisitions and stock-based compensation expense, all of which are discussed in their respective notes to the consolidated financial statements. 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. In situations in which we are not primarily obligated, we do not have credit risk, or we determine amounts earned using fixed percentage payment schedules, we record the revenue net of certain cost amounts. We record amounts collected from customers for sales tax on a net basis. Cash and Cash Equivalents We consider all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Accounts Receivable We follow the allowance method of recognizing uncollectible accounts receivable, which recognizes bad debt expense based on a review of the individual accounts outstanding and our prior history of uncollectible accounts receivable. We extend credit based on an evaluation of each customer’s financial condition, and our receivables are generally unsecured. Accounts receivable are stated net of an allowance for doubtful accounts in the consolidated balance sheets. We consider accounts past due if outstanding longer than contractual payment terms. We record an allowance based on consideration of a number of factors, including the length of time trade accounts are past due, our previous loss history, the creditworthiness of individual customers, economic conditions affecting specific customer industries, and economic conditions in general. We charge-off accounts receivable after all reasonable collection efforts have been exhausted. We credit payments subsequently received on such receivables to bad debt expense in the period we receive the payment. As of December 31, 2021 and 2020, we had established an allowance of $ 840,522 and $ 935,261 , respectively, for potentially uncollectible accounts receivable. We record delinquent finance charges on outstanding accounts receivable only if they are collected. During the year ended December 31, 2020, we recorded a $ 47,940 increase in our allowance for doubtful accounts related to certain receivables acquired in the Green Remedies acquisition. See Note 3 for further discussion of acquisitions. The changes in our allowance for doubtful accounts for the years ended December 31, 2021 and 2020 were as follows: Years ended December 31, 2021 2020 Beginning balance $ 935,261 $ 767,464 Bad debt expense 213,158 120,936 Uncollectible accounts written off, net ( 307,897 ) ( 1,079 ) Addition related to acquisition — 47,940 Ending balance $ 840,522 $ 935,261 Fair Value Measurements Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements , defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimate of assumptions that market participants would use in pricing the asset or liability. Property and Equipment We record property and equipment at cost. We provide for depreciation on the straight-line method, over the estimated useful lives of the assets. We amortize leasehold improvements over the shorter of the estimated useful life or the remaining term of the related leases. We charge expenditures for repairs and maintenance to operations as incurred; we capitalize renewals and betterments when they extend the useful life of the asset. We record gains and losses on the disposition of property and equipment in the period incurred. We report assets held for sale, if any, at the lower of the carrying amount or fair value less costs to sell. The useful lives of property and equipment for purposes of computing depreciation are as follows: Vehicles 5 to 7 years Computer equipment 3 to 5 years Office furniture and fixtures 5 to 7 years Machinery and equipment 5 to 7 years Leasehold improvements 5 to 7 years Impairment of Long-Lived Assets We analyze long-lived assets, including property and equipment and definite-lived intangible assets, which are held and used in our operations, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and estimated period of useful life at least at each balance sheet date. We record the effects of any revision to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets. We did no t recognize any impairment charges for long-lived assets during 2021 and 2020. Goodwill We record as goodwill the excess of the consideration transferred over the fair value of the net identifiable assets acquired. We do not amortize goodwill; however, annually, or whenever there is an indication that goodwill may be impaired, we evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, such as market capitalization as compared to our book value. We performed our most recent goodwill impairment analysis in the third quarter of 2021 with no impairment recorded. Net Income per Share We compute basic net income per share using the weighted average number of shares of common stock outstanding plus the number of common stock equivalents for Deferred Stock Units (“DSUs”), during the period. We compute diluted net income 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. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options and warrants. 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. Concentrations Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, and trade accounts receivable. We deposit our cash with commercial banks. Cash deposits at commercial banks are at risk to the extent that the balances exceed the Federal Deposit Insurance Corporation insured level per institution. The bank cash balances on deposit may periodically exceed federally insured limits, however, we have never experienced any losses related to these balances. We sell our services and products primarily to customers without requiring collateral; however, we routinely assess the financial condition of our customers and maintain allowances for anticipated losses. From year to year, the customers that exceed 10% of our annual revenue, if any, may change. The following table discloses the number of customers that accounted for more than 10% of our annual revenue and their related receivable balances for the years ended December 31, 2021 and 2020: Customers Exceeding 10% Year Number of Revenue Accounts Receivable 2021 2 38 % 8 % 2020 3 51 % 27 % We believe we have no significant credit risk in excess of recorded reserves. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheets. We currently do not have any material finance lease arrangements. Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in effect at the commencement date of the lease in determining the present value of future payments. 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. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Income Taxes We recognize deferred tax assets and liabilities for the future tax consequences of temporary differences between the book and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. We establish valuation allowances to reduce a deferred tax asset to the amount expected to be realized. We assess our ability to realize deferred tax assets based on current earnings performance and on projections of future taxable income in the relevant tax jurisdictions. These projections do not include taxable income from the reversal of deferred tax liabilities and do not reflect a general growth assumption but do consider known or pending events, such as the passage of legislation. We review our estimates of future taxable income annually. We first analyze all tax positions to determine if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. After the initial analysis, we measure the tax benefit as the largest amount that is more than 50 % likely of being realized upon ultimate settlement. Our income tax returns are subject to adjustment under audit for approximately the last three years. If we are required to pay interest on the underpayment of income taxes, we recognize interest expense in the first period the interest becomes due according to the provisions of the relevant tax law. If we are subject to payment of penalties, we recognize an expense for the amount of the statutory penalty in the period when the position is taken on the income tax return. If we did not recognize the penalty in the period when the position was initially taken, we recognize the expense in the period when we change our judgment about meeting minimum statutory thresholds related to the initial position taken. Advertising We charge our advertising costs to expense when incurred. During the years ended December 31, 2021 and 2020, advertising expense totaled $ 41,930 and $ 51,247 , respectively. Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of DSUs to employees, third parties and board members, using a fair value-based method, in accordance with ASC Topic 718, Stock Compensation . We classify all share-based awards as equity instruments and recognize the vesting of the awards ratably over their respective terms. See Note 13 for a description of our share-based compensation plan and information related to awards granted under the plan. We estimate the fair value of stock options using the Black-Scholes-Merton valuation model. Significant assumptions used in the calculation are as follows: • We determine the expected term in accordance with SEC Staff Accounting Bulletin No. 107 using the simplified method for plain vanilla options by the average of the contractual term and vesting period of the award as appropriate statistical data required to properly estimate the expected term was not available; • We measure the expected volatility using the historical changes in the market price of our common stock; • We use the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards to approximate the risk-free interest rate; and • We recognize the effects of forfeitures in compensation cost when they occur. 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 DSUs. The DSUs are recognized at their fair value on the date of grant. Director fees deferred into stock units are calculated and expensed each month by taking fees earned during the month and dividing by the closing price of our common stock on the last trading day of the month, rounded down to the nearest whole share. Each DSU represents the right to receive one share of our common stock following the completion of a director’s service. In addition, certain executive compensation expense is also granted in the form of DSUs. Business Combinations Our acquisitions are accounted for in accordance with ASC Topic 805, Business Combinations. In purchase accounting, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values at the acquisition date, and any remaining purchase price is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets. Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives. See Note 3 for more information related to our acquisitions. Our consolidated financial statements include the results of operations from the date of the acquisitions. We expense all acquisition-related costs as incurred in selling, general and administrative expenses in the consolidated statements of operations. Recently Issued 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 year ended December 31, 2020 as a result of the down round provision in certain outstanding warrants. See Notes 13 and 14. 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 7, 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 consolidated 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. 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions RWS On December 7, 2021, QSS, a wholly-owned subsidiary of Quest, entered into a Membership Interest Purchase Agreement (the "MIPA"), effective as of November 30, 2021, among QSS, Rome Holdings, LLC, M&A Business Consulting, Inc., and solely for purposes of Section 5.3(a) of the MIPA, Anthony J. DiIenno, Sr., RWS Investors, LLC and ATAR RWS Investors, LLC, pursuant to which QSS acquired all of the outstanding membership interests of RWS. RWS is a provider of independent environmental services, particularly in the commercial property and industrial markets and is located in Chadds Ford, PA. The acquisition strengthens our presence across key markets, particularly in commercial property management and adds to our industrial market base. The total purchase price for RWS was $ 33.0 million in cash subject to certain adjustments set forth in the MIPA. We funded the acquisition primarily with a term note to Monroe Capital, as further discussed in Note 7, which is secured by a first priority lien on substantially all of QRHC's tangible and intangible assets. The following table sets forth the purchase consideration paid and the amount of assets acquired and liabilities assumed as of the acquisition date: Sources of consideration paid: Cash (1) $ 32,048,438 Other (2) 1,964,562 $ 34,013,000 Purchase price allocation: Accounts receivable, net (3) 7,888,586 Other assets 1,103,253 Machinery and equipment, net 494,614 Intangible assets 25,390,000 Goodwill 6,901,756 Current liabilities ( 7,765,209 ) $ 34,013,000 (1) Financed with Monroe Loan (2) Net working capital (3) Gross receivables of $ 10,359,526 , net of allowance of $ 2,470,940 The purchase price allocation is preliminary and is based on information existing at the acquisition date. Accordingly the purchase price allocation is subject to change. The intangible assets acquired were valued using an income approach; specifically, the multi-period excess earnings method for valuing the customer relationships and the relief from royalty method for valuing the trademark. The key assumptions used to value the customer relationships at $ 24,590,000 included, among others, base revenue, attrition rates, average customer life, and discount rate. The key assumptions used to value the trademark at $ 760,000 included, among others, revenue projection, pretax royalty rate, and discount rate. Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired and primarily reflects future synergies. The goodwill related to the RWS acquisition is not deductible for income tax purposes. The following table presents unaudited pro forma information for the years ended December 31, 2021 and 2020 as if the RWS acquisition had occurred at the beginning of our 2020 fiscal year. The unaudited pro forma information includes adjustments for amortization expense on definite lived intangible assets acquired, interest expense on debt incurred related to the acquisition, certain management adjustments, and the related income tax effects. Year Ended December 31, 2021 2020 Pro Forma (unaudited) (unaudited) Revenue $ 202,092,014 $ 148,850,378 Net loss $ ( 5,029,315 ) $ ( 3,877,535 ) Net loss per share - basic $ ( 0.27 ) $ ( 0.23 ) Net loss per share - diluted $ ( 0.27 ) $ ( 0.23 ) Included in our Consolidated Statement of Operations for the year ended December 31, 2021 related to RWS, is revenue of approximately $ 5.5 million and net loss of approximately $( 138,000 ) since the acquisition date of November 30, 2021. Other Acquisitions We acquired three other environmental services businesses during the year ended December 31, 2021. The purchase price paid for these business acquisitions and the allocations of the purchase price is summarized as follows: Sources of consideration paid: Cash (1) $ 14,699,777 Deferred consideration - earn out liabilities 1,984,934 $ 16,684,711 Purchase price allocation: Accounts receivable, net $ 3,171,050 Intangible assets 9,390,000 Goodwill 7,409,362 Current liabilities ( 3,285,701 ) $ 16,684,711 (1) Financed with Monroe Loan The purchase price allocations are preliminary and remain subject to revision as additional information is obtained about the facts and circumstances that existed at the valuation dates. The preliminary allocation of purchase price, including the value assigned to certain tangible and intangible assets acquired, is based on the best estimates of management and is subject to revision based on the final valuations. We expect our valuations to be completed in 2022. These acquisitions are not material to our results of operations individually or in the aggregate. As a result, no pro forma financial information is provided. Green Remedies On October 19, 2020, we acquired substantially all of the assets of Green Remedies (the “Green Remedies Assets”) pursuant to the Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of October 19, 2020, among the Company, Green Remedies and Alan Allred (the “Green Remedies Acquisition”). Green Remedies is a leading provider of independent environmental services, particularly in the multi-family housing market, and is located in Burlington, NC. The Green Remedies Acquisition strengthens our presence across key markets, particularly in multi-family housing. The total purchase price for the Green Remedies Assets was approximately $ 16.1 million at close, which includes an earn out estimate tied to future performance over the next three years . As of December 31, 2020, we paid $ 10.9 million in cash and recorded $ 5.2 million in accrued liabilities for deferred payments due to the previous owner. We funded the acquisition primarily with a term note to Monroe Capital, as further discussed in Note 7, which is secured by a first priority lien on substantially all of QRHC’s tangible and intangible assets. The following table sets forth the purchase consideration paid and the amount of assets acquired and liabilities assumed as of the acquisition date: Sources of consideration paid: Cash (1) $ 10,869,599 Payable to seller (2) 296,284 Seller's Note, net (3) 2,170,000 Deferred seller consideration (4) 2,290,000 Deferred consideration - earn-out 440,000 $ 16,065,883 Purchase price allocation: Accounts receivable, net $ 1,331,190 Machinery and equipment 1,270,705 Intangible assets 5,890,000 Goodwill 8,101,895 Current liabilities ( 527,907 ) $ 16,065,883 (1) Financed with Monroe Loan (2) Working capital adjustment (3) Gross principal is $ 2,684,250 , recorded net of OID calculated using discounted cash flow method (4) Gross consideration is $ 2,684,250 , recorded at fair value using discounted cash flow method The purchase price has been allocated based on an estimate of the fair value of assets acquired and liabilities assumed as of the acquisition date. The intangible assets acquired were valued using an income approach; specifically, the multi-period excess earnings method for valuing the customer relationships and the relief from royalty method for valuing the trademark. The key assumptions used to value the customer relationships at $ 5,480,000 included, among others, attrition rates, average customer life, and discount rate. The key assumptions used to value the trademark at $ 410,000 included, among others, revenue projection, pretax royalty rate, and discount rate. Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired and primarily reflects future synergies. The goodwill related to the Green Remedies Assets is deductible for income tax purposes. Deferred consideration payable to Green Remedies includes (i) $ 2,684,250 payable in either cash or shares of our common stock at our option, in two equal installments on the first and second anniversaries of the closing date of the Green Remedies Acquisition pursuant to a Consideration Agreement, as defined in the Asset Purchase Agreement; and (ii) an earn-out not to exceed $ 2,250,000 over an earn-out period, as defined in the Asset Purchase Agreement. We settled the first payment under the Consideration Agreement with the issuance of 218,587 shares of common stock on October 19, 2021. We initially valued the earn-out liability at $ 440,000 using a Monte Carlo simulation. As of December 31, 2021, this earn-out liability was valued at $ 556,000 . As the earn-out liability is a contingent consideration arrangement, it is subject to periodic revaluation in accordance with ASC 820 Fair Value Measurement . The inputs used in estimating the fair value of the earn-out liability represent Level 3 inputs. The following table presents unaudited pro forma information for the year ended December 31, 2020 as if the Green Remedies Acquisition had occurred at the beginning of our 2020 fiscal year. The unaudited pro forma information includes adjustments for amortization expense on definite lived intangible assets acquired, interest expense on debt incurred related to the acquisition, and the related income tax effects. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Green Remedies Acquisition had been effected on the date previously set forth, nor is it indicative of the future operating results or financial position in combination. Year Ended December 31, 2020 Pro Forma (unaudited) Revenue $ 108,350,773 Net income $ 942,746 Income per share - basic and diluted $ 0.06 We incurred acquisition and integration costs related to the above 2021 and 2020 acquisitions of approximately $ 1,600,000 and $ 550,000 , which is included in Selling, General and Administrative expense in the years ended December 31, 2021 and 2020, respectively. |
Property and Equipment, Net, an
Property and Equipment, Net, and Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net, and Other Assets | 4. Property and Equipment, net, and Other Assets At December 31, 2021 and 2020, Property and equipment, net, and other assets consisted of the following: As of December 31, 2021 2020 Machinery and equipment $ 2,852,457 $ 2,278,777 Office furniture and fixtures 568,040 545,897 Leasehold improvements 571,242 558,035 Computer equipment 321,757 306,122 Vehicles — 493,373 Property and equipment, gross 4,313,496 4,182,204 Accumulated depreciation ( 1,771,376 ) ( 2,195,198 ) Property and equipment, net 2,542,120 1,987,006 Right-of-use operating lease assets 1,945,438 1,103,761 Security deposits and other assets 1,109,008 293,288 Property and equipment, net, and other assets $ 5,596,566 $ 3,384,055 We compute depreciation using the straight-line method over the estimated useful lives of the property and equipment. Depreciation expense for the year ended December 31, 2021 was $ 484,558 , including $ 295,634 of depreciation expense reflected within “Cost of revenue” in our consolidated statement of operations as it related to assets used directly in servicing customer contracts. Depreciation expense for the year ended December 31, 2020 was $ 261,809 , including $ 112,619 depreciation expense recorded in “Cost of revenue.” We recorded right-of-use operating lease assets related to our office leases in accordance with ASC 842. Refer to Note 8, 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 revenues, 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 $ 339,667 and $ 259,017 related to the earn-out as of December 31, 2021 and 2020, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets The components of goodwill and other intangible assets are as follows: December 31, 2021 Estimated Gross Carrying Accumulated Net Finite lived intangible assets: Customer relationships 5 years $ 36,820,000 $ 1,999,355 $ 34,820,645 Software 7 years 2,030,754 1,416,638 614,116 Trademarks 7 years 1,716,533 87,632 1,628,901 Non-compete agreements 3 years 2,150,000 94,722 2,055,278 Total finite lived intangible assets $ 42,717,287 $ 3,598,347 $ 39,118,940 December 31, 2020 Estimated Gross Carrying Accumulated Net Finite lived intangible assets: Customer relationships 5 years $ 5,480,000 $ 218,022 $ 5,261,978 Software 7 years 2,153,061 1,285,058 868,003 Trademarks 7 years 410,000 11,651 398,349 Patents 7 years 230,683 230,683 — Total finite lived intangible assets $ 8,273,744 $ 1,745,414 $ 6,528,330 Carrying Changes in goodwill: Goodwill balance at December 31, 2020 $ 66,310,385 Addition related to current year acquisitions 14,311,118 Goodwill balance at December 31, 2021 $ 80,621,503 We compute amortization using the straight-line method over the estimated useful lives of the finite lived intangible assets. The amortization expense related to finite lived intangible assets was $ 2,280,501 and $ 1,014,622 for the years ended December 31, 2021 and 2020, respectively. We expect amortization expense to be approximately $ 8.6 million for the year ending December 31, 2022, approximately $ 8.5 million for the year ending December 31, 2023, approximately $ 8.3 million for the year ending December 31, 2024, approximately $ 7.4 million for the year ending December 31, 2025, approximately $ 5.9 million for the year ending December 31, 2026, and approximately $ 430,000 thereafter. We have no indefinite-lived intangible assets other than goodwill. $ 65.1 million of the goodwill is not deductible for tax purposes, while $ 15.5 million of goodwill added in the current year and the Green Remedies Acquisition in 2020 is deductible over its tax-basis life. We performed our goodwill impairment analysis in the third quarter of 2021 and 2020 with no impairment recorded in either period. In 2021, we recorded $ 6.9 million in goodwill and $ 25.4 million of intangible assets as part of the RWS acquisition. We recorded an additional $ 7.4 million in goodwill and $ 9.4 million of intangible assets as part of three other asset acquisitions during 2021. In October 2020, we recorded $ 8.1 million in goodwill and $ 5.9 million of intangible assets as part of the Green Remedies Acquisition. See Note 3 for more information on the acquisitions. |
Current Liabilities
Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Current Liabilities Disclosure [Abstract] | |
Current Liabilities | 6. Current liabilities The components of Accounts payable and accrued liabilities are as follows: As of December 31, 2021 2020 Accounts payable $ 26,434,732 $ 12,511,678 Accrued taxes 797,394 837,443 Employee compensation 1,864,145 1,003,365 Operating lease liability - current portion 868,799 668,019 Other 230,626 226,334 $ 30,195,696 $ 15,246,839 Refer to Note 8 for additional disclosure related to the operating lease liability. The components of Other current liabilities is as follows: As of December 31, 2021 2020 Deferred seller consideration, current $ 1,183,153 $ 1,342,125 Deferred consideration - earn-out 1,290,000 — Deferred revenue 3,722,017 50,454 $ 6,195,170 $ 1,392,579 We recorded deferred seller consideration in connection with the Green Remedies Acquisition as further described in Note 3. The deferred consideration payable to the seller is payable in either cash or shares of our common stock. As of December 31, 2021 and 2020, the unamortized portion of OID on the deferred seller consideration was $ 158,972 and $ 356,097 , respectively. The current portion of earn-out consideration related to other acquisitions is $ 1,290,000 as of December 31, 2021. |
Notes Payable and Other Long-Te
Notes Payable and Other Long-Term Liabilities, Net | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Other Long-Term Liabilities, Net | 7. Notes payable and Other long-term liabilities, net Our debt obligations are as follows: Years ended December 31, Interest Rate (1) 2021 2020 Monroe Term Loan (2) 7.5 % $ 58,585,000 $ 11,500,000 Green Remedies Promissory Note (3) 3.0 % 2,040,607 2,684,250 PNC ABL Facility (4) 3.0 % 7,234,737 4,299,333 Total notes payable 67,860,344 18,483,583 Less: Current portion of long-term debt ( 1,329,109 ) ( 624,383 ) Less: Unamortized debt issuance costs ( 2,637,483 ) ( 1,670,529 ) Less: Unamortized OID ( 391,493 ) ( 494,343 ) Less: Unamortized OID warrant ( 1,093,058 ) ( 745,703 ) Notes payable, net $ 62,409,201 $ 14,948,625 (1) Interest rates as of December 31, 2021 (2) Bears interest at LIBOR rate plus Applicable Margin ranging from 5.5 %- 7.5 % (3) Stated interest rate of 3.0 %, discounted cash flow rate of 13 % (4) Bears interest at a Base rate, as defined, plus a margin of 0.75 % to 1.25 % The future minimum principal payments as of December 31, 2021 are as follows: Year Ending December 31, Amount 2022 $ 1,329,109 2023 1,123,900 2024 1,123,850 2025 64,283,485 Total $ 67,860,344 We capitalize financing costs we incur related to implementing our debt arrangements. We record these debt issuance costs associated with our revolving credit facility and our term loan as a reduction of long-term debt, net and amortize them over the contractual life of the related debt arrangements. The table below summarizes changes in debt issuance costs. December 31, 2021 2020 Debt issuance costs Beginning balance $ 1,670,529 $ 203,453 Financing costs deferred 1,351,500 1,757,856 Less: Amortization expense ( 384,546 ) ( 143,365 ) Less: write-offs — ( 147,415 ) Debt issuance costs, net of accumulated amortization $ 2,637,483 $ 1,670,529 Revolving Credit Facility On August 5, 2020, QRHC and certain of its domestic subsidiaries entered into a Loan, Security and Guaranty Agreement (the “PNC Loan Agreement”), which was subsequently amended on October 19, 2020 and December 7, 2021, with BBVA USA (which was subsequently succeeded in interest by PNC Bank, National Association ("PNC")), 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 a margin ranging from 0.75 % to 1.25 % ( 3.0 % as of December 31, 2021), 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 December 31, 2021). The maturity date of the revolving credit facility is April 19, 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 April 19, 2025 . Certain of QRHC’s domestic subsidiaries are the borrowers under the PNC Loan Agreement. QRHC and one of its domestic subsidiaries are guarantors under the PNC Loan Agreement. As security for the obligations of the borrowers under the PNC Loan Agreement, (i) the borrowers under the PNC 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 PNC 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 PNC Loan Agreement contains certain financial covenants, including a minimum fixed charge coverage ratio. In addition, the PNC 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 PNC 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 PNC Loan Agreement to be in full force and effect. Upon the occurrence of an event of default, the outstanding obligations under the PNC Loan Agreement may be accelerated and become immediately due and payable. The PNC 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. As of December 31, 2021, the ABL Facility borrowing base availa bility was $ 15,000,000 , of which $ 7,234,737 principal was outstanding. It is possible that LIBOR may be phased out beginning in 2022. 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 beginning in 2022 and will work with PNC 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 (“SBA”). We 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 met the PPP eligibility criteria for forgiveness and have concluded that the PPP Loan represents, in substance, funds provided under a government grant. We received confirmation from BMO Harris Bank of the full loan forgiveness and repayment by the SBA effective December 28, 2020. As such, in accordance with IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance,” we recognized the use of $ 1.4 million of the loan proceeds for the year ended December 31, 2020 as Other Income. Monroe Term Loan On October 19, 2020, QRHC and certain of its domestic subsidiaries entered into a Credit Agreement (the “Credit Agreement”), dated as of October 19, 2020, which was subsequently amended on September 3, 2021, December 1, 2021 and December 7, 2021, with Monroe Capital Management Advisors, LLC ("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 $ 58.7 million. The senior secured term loan accrues interest 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 term loan 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 are permitted to be used for Permitted Acquisitions (as defined in the Credit Agreement). • A delayed draw term loan facility in the maximum principal amount of $ 16.0 million. Loans under the delayed draw term loan facility may be requested at any time until June 7, 2022. 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. • An accordion term loan facility in the maximum principal amount of $5.3 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 matters 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. At the same time as the borrowing of the initial $ 11.5 million under the Credit Agreement in October 2020, in a separate agreement, we issued Monroe Capital a warrant to purchase 500,000 shares of QRHC’s common stock exercisable immediately. For the delayed draw term loan facility, we issued a separate warrant to purchase 350,000 shares upon drawing on this facility on October 19, 2021. 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 warrants issued using the Black Scholes option pricing model and recorded a debt discount of approximately $ 766,000 in 2020 for the 500,000 -share warrant and $ 536,000 in 2021 for the 350,000 -share warrant which will be amortized over the term of the Credit Agreement. We also executed a letter agreement that provides that the warrant holder will receive minimum net proceeds of $ 1 million less any net proceeds received from the sale of the warrant shares, which is conditional on the full exercise and sale of all the warrant shares at the same time and upon a date two years after the closing date of such agreement. Green Remedies Promissory Note On October 19, 2020, we issued an unsecured subordinated promissory note to the seller of Green Remedies 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. Interest Expense The amount of interest expense related to borrowings for the years ended December 31, 2021 and 2020 was $ 1,609,344 and $ 475,071 , respectively. Debt issuance cost of $ 3,109,356 is being amortized to interest expense over the lives of the related debt arrangements. As of December 31, 2021, the unamortized portion of the debt issuance costs was $ 2,637,483 . The amount of interest expense related to the amortization of debt issuance costs for the years ended December 31, 2021 and 2020 was $ 384,546 and $ 143,365 , respectively. Debt discount (“OID”) of $ 2,210,148 is being amortized to interest expense over the lives of the related debt and consideration arrangements. As of December 31, 2021 and 2020, the unamortized portion of OIDs was $ 1,643,523 and $ 1,596,144 , respectively. The amount of interest expense related to the amortization of OID costs for the years ended December 31, 2021 and 2020 is $ 488,591 and $ 78,034 , respectively. Other long-term liabilities, net December 31, 2021 2020 Deferred consideration - earn-out $ 781,000 $ 440,000 Deferred seller consideration, net — 986,028 Operating lease liability - long-term portion 1,123,799 543,564 Other 4,167 4,167 $ 1,908,966 $ 1,973,759 We recorded an earn-out in connection with the Green Remedies Acquisition as further described in Note 3. The earn-out is not to exceed $ 2,250,000 over an earn-out period, as defined in the Asset Purchase Agreement. We valued the earn-out liability at $ 556,000 and $ 440,000 at December 31, 2021 and 2020, respectively, using a Monte Carlo simulation. The non-current portion of earn-out consideration related to other acquisitions is $ 225,000 as of December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | 8 . Leases We lease corporate office space in The Colony, Texas under an 84-month , non-cancelable operating lease. Upon the adoption of ASC 842 on January 1, 2019, we recorded approximately $ 2.0 million and $ 2.2 million to record the operating lease right-of-use asset and the related liabilities, respectively. The lease expires in October 2022 , 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 the lease does not provide a readily determinable implicit rate. In connection with our acquisition of RWS, we entered into a lease for office space in Chadds Ford, PA. We recorded a right of use asset associated with this lease of approximately $ 1.2 million. The lease expires in October 2025 . This lease had a remaining term of 3.8 years at December 31, 2021, and we used an effective interest rate of 7.5 %, which was our incremental borrowing rate in effect at the acquisition date of RWS as the lease does not provide a readily determinable implicit rate. This lease may be terminated under certain conditions as defined in the lease agreement. We lease office space in Greenville, SC. We recorded a right of use asset associated with this lease of approximately $ 255,000 . The lease expires in December 2024 . This lease had a remaining term of 2.9 years at December 31, 2021, and we used an effective interest rate of 8.75 %, which was our incremental borrowing rate in effect at the acquisition date of the lease as the lease does not provide a readily determinable implicit rate. This lease may be terminated under certain conditions as defined in the lease agreement. In connection with our 2020 acquisition of the assets of Green Remedies, we entered into a lease for office space in Burlington, NC. We recorded a right of use asset associated with this lease of approximately $ 80,000 . The lease expires in October 2023 . This office lease had a remaining term of 1.8 years as of December 31, 2021, and we used an effective interest rate of 9.50 %, which was our incremental borrowing rate in effect at the inception of the lease as the lease does not provide a readily determinable implicit rate. This lease may be terminated under certain conditions as defined in the lease agreement. The lessor is a related party that is owned by the seller of Green Remedies and is employed by us. The future minimum lease payments required under our office leases as of December 31, 2021 are as follows: Year Ending December 31, Amount 2022 $ 977,071 2023 480,282 2024 455,656 2025 310,354 Total lease payments 2,223,363 Less: Interest ( 230,765 ) Present value of lease payments 1,992,598 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 December 31, 2021 and 2020 are de minimis. As of December 31, 2021 2020 Operating Leases Right-of-use operating lease assets: Property and equipment, net and other assets $ 1,945,438 $ 1,103,761 Lease liabilities: Accounts payable and accrued liabilities $ 868,799 $ 668,019 Other long-term liabilities 1,123,799 543,564 Total operating lease liabilities $ 1,992,598 $ 1,211,583 Lease Costs For the years ended December 31, 2021 and 2020, we recorded $ 674,837 and $ 608,674 , respectively, of fixed cost operating lease expense. 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 $ 93,600 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 year ended December 31, 2021 and 2020 was approximately $ 52,000 and $ 49,000 , respectively. Cash paid for operating leases approximated operating lease expense and non-cash right of use asset amortization for the years ended December 31, 2021 and 2020. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 9. 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. Service revenues are primarily generated from fees charged for our collection, transfer, disposal and recycling services and from sales of commodities by our recycling 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. Depending on the key terms of the arrangement, which may include situations in which we are not primarily obligated, we do not have credit risk, or we determine amounts earned using fixed percentage or fixed fee schedules, we may record the revenue net of certain cost amounts. We had certain management fee contracts accounted for under the net basis method with net revenue of $ 96,618 and $ 0 for the years ended December 31, 2021 and 2020, respectively. 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. Two customers accounted for 38 % of revenue for the year ended December 31, 2021 , and three customers accounted for 51 % of revenue for the year ended December 31, 2020. We operate primarily in the United States, with minor services in Canada. Year Ended December 31, 2021 2020 Revenue Type: Services $ 146,812,653 $ 90,088,862 Product sales and other 8,902,720 8,571,173 Total revenue $ 155,715,373 $ 98,660,035 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 December 31, 2021 and 2020 we had $ 775,000 and $ 100,000 , respectively, of deferred contract costs. During the year ended December 31, 2021 , we amortized $ 218,333 deferred contract costs to selling, general, and administrative expense. During the year ended December 31, 2020 , we amortized $ 203,750 deferred contract costs to selling, general, and administrative expense. Certain customers are billed in advance, and, accordingly, recognition of related revenues is deferred as a contract liability until the services are provided and control transferred to the customer. As of December 31, 2021 and 2020 , we had $ 3,722,017 and $ 50,454 , respectively, of deferred revenue, which was classified in “Other current liabilities.” |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes We compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes . Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws. We provide a valuation allowance for the amount of deferred tax assets that, based on available evidence, are more likely than not to be realized. Realization of our net operating loss carryforward was not reasonably assured as of December 31, 2021 and 2020, and we have recorded a valuation allowance of $ 11,138,000 and $ 12,533,000 , respectively against deferred tax assets in excess of deferred tax liabilities in the accompanying consolidated financial statements. The components of net deferred taxes are as follows: As of December 31, 2021 2020 Deferred tax assets (liabilities): Net operating loss $ 2,695,000 $ 3,961,000 Depreciation and amortization 4,008,000 4,829,000 Stock-based compensation 3,808,000 3,442,000 Capitalized software costs ( 164,000 ) ( 237,000 ) Bonus accrual 387,000 221,000 Allowance for doubtful accounts 225,000 255,000 Other 179,000 62,000 Total deferred tax assets, net 11,138,000 12,533,000 Less: valuation allowance ( 11,138,000 ) ( 12,533,000 ) Net deferred taxes $ — $ — Our statutory income tax rate is expected to be approximately 27 %. We had state income tax expense of $ 321,169 and $ 254,004 for the years ended December 31, 2021 and 2020, respectively, which is attributable to state obligations for states with no net operating loss carryforwards, and the continued reserve against the benefit of the net operating losses at the federal level. The provision for income taxes consisted of the following: Years Ended December 31, 2021 2020 Current $ 321,169 $ 254,004 Deferred — — Total $ 321,169 $ 254,004 The reconciliation between the income tax expense calculated by applying statutory rates to net income and the income tax expense reported in the accompanying consolidated financial statements is as follows: Years Ended December 31, 2021 2020 U.S. federal statutory rate applied to pretax income $ 423,000 $ 271,000 State taxes - current, net of federal benefit 321,169 254,004 State taxes - deferred 298,000 ( 17,000 ) Permanent differences 19,000 ( 378,000 ) Benefit of federal operating loss carryforwards ( 915,000 ) ( 411,000 ) Change in state tax rates and other 1,570,000 454,000 Change in valuation allowance ( 1,395,000 ) 81,000 $ 321,169 $ 254,004 As of December 31, 2021 and 2020, we had federal income tax net operating loss carryforwards of approximately $ 10,100,000 and $ 14,500,000 , respectively, which expire at various dates ranging from 2034 through 2037 . We are subject to limitations existing under Internal Revenue Code Section 382 (Change of Control) relating to the availability of the operating loss, therefore utilization of a portion of the Company's net operating loss may be limited in future years. As of December 31, 2021 and 2020, we did not recognize any assets or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded during 2022. It is our policy to classify interest and penalties on income taxes as interest expense or penalties expense, should any be incurred. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. Tax positions include the following: • an allocation or shift of income between taxing jurisdictions; • the characterization of income or a decision to exclude reportable taxable income in a tax return; or • a decision to classify a transaction, entity, or other position in a tax return as tax exempt. We are potentially subject to tax audits for federal and state tax returns for tax years ended 2018 to 2021. Tax audits by their very nature are often complex and can require several years to complete. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, deferred revenue and notes payable. 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 notes payable, based on borrowing rates currently available to us for loans with similar terms and maturities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Indemnifications During the normal course of business, we make certain indemnities and commitments under which we may be required to make payments in relation to certain transactions. These may include (i) intellectual property indemnities to customers in connection with the use, sales, and/or license of products and services; (ii) indemnities to customers in connection with losses incurred while performing services on their premises; (iii) indemnities to vendors and service providers pertaining to claims based on negligence or willful misconduct; and (iv) indemnities involving the representations and warranties in certain contracts. In addition, under our bylaws we are committed to our directors and officers for providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities and commitments do not provide for any limitation on the maximum potential for future payments that we could be obligated to make. We have not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, we had no liabilities recorded for these agreements as of December 31, 2021 and 2020. Defined Contribution Plan We maintain a defined contribution 401(k) plan covering substantially all full-time employees. Employees are permitted to make voluntary contributions, which we match at a certain percentage, to the plan. For the years ended December 31, 2021 and 2020, our plan contribution expense was $ 198,622 and $ 184,148 , respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 13. 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 were outstanding as of December 31, 2021 and 2020. Preferred stock is to be designated in classes or series and the number of each class or series and the voting powers, designations, preferences, limitations, restrictions, relative rights, and distinguishing designation of each class or series of stock as the Board of Directors shall determine in its sole discretion. Common Stock Our authorized common stock consists of 200,000,000 shares of common stock with a par value of $ 0.001 , of which 19,045,988 and 18,413,419 shares were issued and outstanding as of December 31, 2021 and 2020, 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 was 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”). We recorded expense of $ 53,755 and $ 36,480 related to the ESPP during the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021 , we issued an aggregate 47,979 shares of common stock for $ 108,806 all to employees under our ESPP, as follows: • On May 14, 2021, we issued 22,937 shares for $ 38,988 for options that vested and were exercised. • On November 15, 2021, we issued 25,042 shares for $ 69,818 for options that vested and were exercised. During the year ended December 31, 2020 we issued an aggregate 62,398 shares of common stock for $ 63,149 all to employees under our ESPP, as follows: • On May 14, 2020, we issued 30,206 shares for $ 30,040 for options that vested and were exercised. • On November 14, 2020, we issued 32,192 shares for $ 33,109 for options that vested and were exercised. Warrants Warrant activity from January 1, 2020 through December 31, 2021 was as follows: Warrants Weighted- Average Number Exercise Price Exercise Price of Shares per Share Per Share Outstanding at January 1, 2020 521,060 $ 1.15 — $ 3.88 $ 1.62 Issued 500,000 $ 1.50 $ 1.50 Outstanding at December 31, 2020 1,021,060 $ 1.15 — $ 3.88 $ 1.56 Issued 350,000 $ 1.50 $ 1.50 Exercised ( 181,834 ) $ 1.15 — $ 3.88 $ 1.23 Canceled/Forfeited ( 339,226 ) $ 1.15 — $ 3.88 $ 1.83 Outstanding at December 31, 2021 850,000 $ 1.50 $ 1.50 The following table summarizes the warrants issued and outstanding as of December 31, 2021: Warrants Issued and Outstanding as of December 31, 2021 Date of Exercise Shares of Description Issuance Expiration Price Common Stock Exercisable warrants 10/19/2020 3/19/2028 $ 1.50 500,000 Exercisable warrants 10/19/2021 3/19/2028 $ 1.50 350,000 Total warrants issued and outstanding 850,000 During the year ended December 31, 2021, we had the following warrant activity: • As discussed in Note 7, we issued a warrant in connection with the Credit Agreement to purchase 350,000 shares of QRHC's common stock exercisable immediately at an exercise price of $ 1.50 per share and with an expiration date of March 19, 2028 . • We issued 181,834 shares of common stock through cashless exercises. • 339,226 warrants expired on March 31, 2021. During the year ended December 31, 2020, we had the following warrant activity: • 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. • As discussed in Note 7, we issued a warrant in connection with the Credit Agreement to purchase 500,000 shares of QRHC’s common stock exercisable immediately at an exercise price of $ 1.50 per share and with an expiration date of March 19, 2028 . Incentive Compensation Plan In October 2012, we adopted our 2012 Incentive Compensation Plan (the “2012 Plan”) as the sole plan for providing equity-based incentive compensation to our employees, non-employee directors, and other service providers. The 2012 Plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other incentive awards to our employees, non-employee directors, and other service providers who are in a position to make a significant contribution to our success and our affiliates. The purpose of the 2012 Plan is to attract and retain individuals, further align employee and stockholder interests, and closely link compensation with our performance. The 2012 Plan is administered by the compensation committee of our board of directors. Our policy is to fulfill any exercise of options from common stock that is authorized and unissued. The maximum number of shares of common stock available for grant under the 2012 Plan is 4,837,500 . The number of shares available for award under the 2012 Plan is subject to adjustment for certain corporate changes in accordance with the provisions of the 2012 Plan. Stock Options The following table summarizes the stock option activity from January 1, 2020 through December 31, 2021: Stock Options Weighted- Exercise Average Number Price Per Exercise Price of Shares Share Per Share Outstanding at January 1, 2020 2,445,453 $ 1.17 — $ 23.20 $ 3.37 Granted 998,713 $ 1.35 — $ 2.3 2 $ 1.56 Canceled/Forfeited ( 266,224 ) $ 1.48 — $ 16.80 $ 3.55 Outstanding at December 31, 2020 3,177,942 $ 1.17 — $ 23.20 $ 2.78 Granted 323,063 $ 3.01 — $ 6.30 $ 4.47 Exercised ( 176,427 ) $ 1.48 — $ 6.40 $ 2.98 Canceled/Forfeited ( 43,993 ) $ 1.48 — $ 23.20 $ 7.85 Outstanding at December 31, 2021 3,280,585 $ 1.17 — $ 23.20 $ 2.87 The weighted-average grant-date fair value of options granted was $ 2.84 and $ 1.01 for the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and 2020, the intrinsic value of options outstanding was approximately $ 13,892,675 and $ 1,149,021 , respectively, and the intrinsic value of options exercisable was approximately $ 9,946,072 and $ 432,248 , respectively. The following additional information applies to options outstanding at December 31, 2021: Range of Outstanding at Weighted- Weighted- Exercisable at Weighted- $ 1.17 - $ 23.20 3,280,585 6.8 $ 2.87 2,357,641 $ 2.95 The following additional information applies to options outstanding at December 31, 2020: Range of Outstanding at Weighted- Weighted- Exercisable at Weighted- $ 1.17 - $ 23.20 3,177,942 7.4 $ 2.78 1,877,392 $ 3.40 Stock-based compensation expense for stock-based incentive awards was $ 740,824 and $ 1,171,885 for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, the balance of unearned stock-based compensation to be expensed in future periods related to unvested share-based awards was approximately $ 1.2 million. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 2 years . Stock-Based Compensation We account for all stock-based payment awards made to employees and directors, including stock options and employee stock purchases, based on estimated fair values. We estimate the fair value of share-based payment awards on the date of grant using an option-pricing model and the value of the portion of the award is recognized as expense over the requisite service period. We recognize the effects of forfeitures in compensation cost when they occur. We use the Black-Scholes-Merton option-pricing model as our method of valuation. The fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair value of share-based payment awards on the date of grant as determined by the Black-Scholes-Merton model is affected by our stock price as well as other assumptions. These assumptions include the expected stock price volatility over the term of the awards, and the actual and projected employee stock option exercise behaviors. The weighted-average estimated value of employee stock options granted during the years ended December 31, 2021 and 2020 were estimated using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions: Years Ended December 31, 2021 2020 Expected volatility 72 % 75 % Risk-free interest rate 1.08 % 0.49 % Expected dividends 0.00 % 0.00 % Expected term in years 6.0 5.7 Deferred Stock Units – During the year ended December 31, 2021, we granted 82,881 DSUs and recorded director compensation expense of $ 394,355 related to the grants. In addition, during the year ended December 31, 2021, we granted 49,775 DSUs to executive employees and recorded compensation expense of $ 192,783 . During the year ended December 31, 2020, we granted 47,212 DSUs and recorded director compensation expense of $ 74,496 related to the grants. In addition, during the year ended December 31, 2020, we granted 39,684 DSUs to executive employees and recorded compensation expense of $ 205,316 . We had 198,145 and 73,231 DSUs outstanding at December 31, 2021 and 2020, respectively. |
Net Income per Share
Net Income per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income per Share | 14. Net Income per Share We compute basic net income 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 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 and warrants. 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 per share attributable to common stockholders is as follows: Years Ended December 31, 2021 2020 Numerator: Net income $ 1,691,057 $ 1,034,369 Deemed dividend for warrant down round provision — ( 205,014 ) Net income applicable to common stockholders 1,691,057 829,355 Denominator: Weighted average common shares outstanding, basic 18,885,714 16,661,472 Effect of dilutive securities 1,849,303 94,088 Weighted average common shares outstanding, diluted 20,735,017 16,755,560 Net income per share: Basic $ 0.09 $ 0.05 Diluted $ 0.08 $ 0.05 Anti-dilutive securities excluded from diluted net income per share: Stock options 486,768 1,939,525 Warrants — 90,431 Total anti-dilutive securities excluded from net income per share 486,768 2,029,956 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 15. Supplemental Cash Flow Information The following is provided as supplemental information to the consolidated statements of cash flows: Years Ended December 31, 2021 2020 Supplemental cash flow information: Cash paid for interest $ 1,402,552 $ 371,930 Cash paid for income taxes $ 434,501 $ 272,308 Supplemental non-cash activities: Repayment of Citizens ABL $ — $ 3,385,560 Term loan proceeds $ 34,700,000 $ — Debt issuance costs $ 1,314,000 $ 700,878 Original issue discount - Seller's Note, Monroe loan, Deferred consideration $ 535,970 $ 1,674,178 Acquisition of RWS $ 31,002,668 $ — Acquisition of Green Remedies $ — $ 16,065,883 Deemed dividend for warrant down round feature $ — $ 205,014 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions See Note 7 for further information regarding a promissory note issued to the seller of Green Remedies in connection with the Green Remedies Acquisition. The seller of Green Remedies is currently an employee of ours. See Note 8 for further information regarding an operating lease held by a current employee and seller of Green Remedies. See Note 13 for further information regarding additional purchases of QRHC’s common stock by our Chairman of the Board and our largest stockholder in the Offering that closed on August 7, 2020. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 17. Subsequent Event On February 10, 2022, we acquired an independent environmental services company that primarily services customers in the northeast region of the United States for approximately $ 3.35 million. This acquisition was paid in cash and was financed with a draw down on the term loan pursuant to the Credit Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Presentation and Consolidation | Principles of Presentation and Consolidation The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the operating activity of QRHC and its subsidiaries for the years ended December 31, 2021 and 2020. As Quest, LDI, Youchange, QVC, QV One, QSS, RWS, and SSG each operate as environmental-based service companies, we did not deem segment reporting necessary. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. We use significant estimates when accounting for the carrying amounts of accounts receivable, goodwill and other intangible assets, deferred taxes, and the fair value of assets and liabilities acquired in business acquisitions and stock-based compensation expense, all of which are discussed in their respective notes to the consolidated financial statements. |
Revenue Recognition | 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. In situations in which we are not primarily obligated, we do not have credit risk, or we determine amounts earned using fixed percentage payment schedules, we record the revenue net of certain cost amounts. We record amounts collected from customers for sales tax on a net basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable We follow the allowance method of recognizing uncollectible accounts receivable, which recognizes bad debt expense based on a review of the individual accounts outstanding and our prior history of uncollectible accounts receivable. We extend credit based on an evaluation of each customer’s financial condition, and our receivables are generally unsecured. Accounts receivable are stated net of an allowance for doubtful accounts in the consolidated balance sheets. We consider accounts past due if outstanding longer than contractual payment terms. We record an allowance based on consideration of a number of factors, including the length of time trade accounts are past due, our previous loss history, the creditworthiness of individual customers, economic conditions affecting specific customer industries, and economic conditions in general. We charge-off accounts receivable after all reasonable collection efforts have been exhausted. We credit payments subsequently received on such receivables to bad debt expense in the period we receive the payment. As of December 31, 2021 and 2020, we had established an allowance of $ 840,522 and $ 935,261 , respectively, for potentially uncollectible accounts receivable. We record delinquent finance charges on outstanding accounts receivable only if they are collected. During the year ended December 31, 2020, we recorded a $ 47,940 increase in our allowance for doubtful accounts related to certain receivables acquired in the Green Remedies acquisition. See Note 3 for further discussion of acquisitions. The changes in our allowance for doubtful accounts for the years ended December 31, 2021 and 2020 were as follows: Years ended December 31, 2021 2020 Beginning balance $ 935,261 $ 767,464 Bad debt expense 213,158 120,936 Uncollectible accounts written off, net ( 307,897 ) ( 1,079 ) Addition related to acquisition — 47,940 Ending balance $ 840,522 $ 935,261 |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements , defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value as follows: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimate of assumptions that market participants would use in pricing the asset or liability. |
Property and Equipment | Property and Equipment We record property and equipment at cost. We provide for depreciation on the straight-line method, over the estimated useful lives of the assets. We amortize leasehold improvements over the shorter of the estimated useful life or the remaining term of the related leases. We charge expenditures for repairs and maintenance to operations as incurred; we capitalize renewals and betterments when they extend the useful life of the asset. We record gains and losses on the disposition of property and equipment in the period incurred. We report assets held for sale, if any, at the lower of the carrying amount or fair value less costs to sell. The useful lives of property and equipment for purposes of computing depreciation are as follows: Vehicles 5 to 7 years Computer equipment 3 to 5 years Office furniture and fixtures 5 to 7 years Machinery and equipment 5 to 7 years Leasehold improvements 5 to 7 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We analyze long-lived assets, including property and equipment and definite-lived intangible assets, which are held and used in our operations, for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and estimated period of useful life at least at each balance sheet date. We record the effects of any revision to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets. We did no t recognize any impairment charges for long-lived assets during 2021 and 2020. |
Goodwill | Goodwill We record as goodwill the excess of the consideration transferred over the fair value of the net identifiable assets acquired. We do not amortize goodwill; however, annually, or whenever there is an indication that goodwill may be impaired, we evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, such as market capitalization as compared to our book value. We performed our most recent goodwill impairment analysis in the third quarter of 2021 with no impairment recorded. |
Net Income per Share | Net Income per Share We compute basic net income per share using the weighted average number of shares of common stock outstanding plus the number of common stock equivalents for Deferred Stock Units (“DSUs”), during the period. We compute diluted net income 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. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options and warrants. 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. |
Concentrations | Concentrations Financial instruments that potentially subject us to credit risk consist principally of cash, cash equivalents, and trade accounts receivable. We deposit our cash with commercial banks. Cash deposits at commercial banks are at risk to the extent that the balances exceed the Federal Deposit Insurance Corporation insured level per institution. The bank cash balances on deposit may periodically exceed federally insured limits, however, we have never experienced any losses related to these balances. We sell our services and products primarily to customers without requiring collateral; however, we routinely assess the financial condition of our customers and maintain allowances for anticipated losses. From year to year, the customers that exceed 10% of our annual revenue, if any, may change. The following table discloses the number of customers that accounted for more than 10% of our annual revenue and their related receivable balances for the years ended December 31, 2021 and 2020: Customers Exceeding 10% Year Number of Revenue Accounts Receivable 2021 2 38 % 8 % 2020 3 51 % 27 % We believe we have no significant credit risk in excess of recorded reserves. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheets. We currently do not have any material finance lease arrangements. Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in effect at the commencement date of the lease in determining the present value of future payments. 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. Leases with an initial term of 12 months or less are not recorded on the balance sheet. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for the future tax consequences of temporary differences between the book and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. We establish valuation allowances to reduce a deferred tax asset to the amount expected to be realized. We assess our ability to realize deferred tax assets based on current earnings performance and on projections of future taxable income in the relevant tax jurisdictions. These projections do not include taxable income from the reversal of deferred tax liabilities and do not reflect a general growth assumption but do consider known or pending events, such as the passage of legislation. We review our estimates of future taxable income annually. We first analyze all tax positions to determine if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. After the initial analysis, we measure the tax benefit as the largest amount that is more than 50 % likely of being realized upon ultimate settlement. Our income tax returns are subject to adjustment under audit for approximately the last three years. If we are required to pay interest on the underpayment of income taxes, we recognize interest expense in the first period the interest becomes due according to the provisions of the relevant tax law. If we are subject to payment of penalties, we recognize an expense for the amount of the statutory penalty in the period when the position is taken on the income tax return. If we did not recognize the penalty in the period when the position was initially taken, we recognize the expense in the period when we change our judgment about meeting minimum statutory thresholds related to the initial position taken. |
Advertising | Advertising We charge our advertising costs to expense when incurred. During the years ended December 31, 2021 and 2020, advertising expense totaled $ 41,930 and $ 51,247 , respectively. |
Stock-Based Compensation | Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of DSUs to employees, third parties and board members, using a fair value-based method, in accordance with ASC Topic 718, Stock Compensation . We classify all share-based awards as equity instruments and recognize the vesting of the awards ratably over their respective terms. See Note 13 for a description of our share-based compensation plan and information related to awards granted under the plan. We estimate the fair value of stock options using the Black-Scholes-Merton valuation model. Significant assumptions used in the calculation are as follows: • We determine the expected term in accordance with SEC Staff Accounting Bulletin No. 107 using the simplified method for plain vanilla options by the average of the contractual term and vesting period of the award as appropriate statistical data required to properly estimate the expected term was not available; • We measure the expected volatility using the historical changes in the market price of our common stock; • We use the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards to approximate the risk-free interest rate; and • We recognize the effects of forfeitures in compensation cost when they occur. |
Deferred Stock Units | 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 DSUs. The DSUs are recognized at their fair value on the date of grant. Director fees deferred into stock units are calculated and expensed each month by taking fees earned during the month and dividing by the closing price of our common stock on the last trading day of the month, rounded down to the nearest whole share. Each DSU represents the right to receive one share of our common stock following the completion of a director’s service. In addition, certain executive compensation expense is also granted in the form of DSUs. |
Business Combinations | Business Combinations Our acquisitions are accounted for in accordance with ASC Topic 805, Business Combinations. In purchase accounting, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values at the acquisition date, and any remaining purchase price is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly with respect to long-lived tangible and intangible assets. Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives. See Note 3 for more information related to our acquisitions. Our consolidated financial statements include the results of operations from the date of the acquisitions. We expense all acquisition-related costs as incurred in selling, general and administrative expenses in the consolidated statements of operations. |
Recently Issued Accounting Pronouncements | Recently Issued 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 year ended December 31, 2020 as a result of the down round provision in certain outstanding warrants. See Notes 13 and 14. 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 7, 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 consolidated 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. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Changes in Allowance for Doubtful Accounts | The changes in our allowance for doubtful accounts for the years ended December 31, 2021 and 2020 were as follows: Years ended December 31, 2021 2020 Beginning balance $ 935,261 $ 767,464 Bad debt expense 213,158 120,936 Uncollectible accounts written off, net ( 307,897 ) ( 1,079 ) Addition related to acquisition — 47,940 Ending balance $ 840,522 $ 935,261 |
Schedule of Property and Equipment Useful Lives | The useful lives of property and equipment for purposes of computing depreciation are as follows: Vehicles 5 to 7 years Computer equipment 3 to 5 years Office furniture and fixtures 5 to 7 years Machinery and equipment 5 to 7 years Leasehold improvements 5 to 7 years |
Schedule of Number of Customers that Accounted for More than Ten Percentage of Annual Sales and Receivable Balances | The following table discloses the number of customers that accounted for more than 10% of our annual revenue and their related receivable balances for the years ended December 31, 2021 and 2020: Customers Exceeding 10% Year Number of Revenue Accounts Receivable 2021 2 38 % 8 % 2020 3 51 % 27 % |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RWS [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Consideration Paid and Amount of Assets Acquired and Liabilities Assumed | The following table sets forth the purchase consideration paid and the amount of assets acquired and liabilities assumed as of the acquisition date: Sources of consideration paid: Cash (1) $ 32,048,438 Other (2) 1,964,562 $ 34,013,000 Purchase price allocation: Accounts receivable, net (3) 7,888,586 Other assets 1,103,253 Machinery and equipment, net 494,614 Intangible assets 25,390,000 Goodwill 6,901,756 Current liabilities ( 7,765,209 ) $ 34,013,000 (1) Financed with Monroe Loan (2) Net working capital (3) Gross receivables of $ 10,359,526 , net of allowance of $ 2,470,940 |
Schedule of Unaudited Pro Forma Information | The following table presents unaudited pro forma information for the years ended December 31, 2021 and 2020 as if the RWS acquisition had occurred at the beginning of our 2020 fiscal year. The unaudited pro forma information includes adjustments for amortization expense on definite lived intangible assets acquired, interest expense on debt incurred related to the acquisition, certain management adjustments, and the related income tax effects. Year Ended December 31, 2021 2020 Pro Forma (unaudited) (unaudited) Revenue $ 202,092,014 $ 148,850,378 Net loss $ ( 5,029,315 ) $ ( 3,877,535 ) Net loss per share - basic $ ( 0.27 ) $ ( 0.23 ) Net loss per share - diluted $ ( 0.27 ) $ ( 0.23 ) |
Other Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Consideration Paid and Amount of Assets Acquired and Liabilities Assumed | We acquired three other environmental services businesses during the year ended December 31, 2021. The purchase price paid for these business acquisitions and the allocations of the purchase price is summarized as follows: Sources of consideration paid: Cash (1) $ 14,699,777 Deferred consideration - earn out liabilities 1,984,934 $ 16,684,711 Purchase price allocation: Accounts receivable, net $ 3,171,050 Intangible assets 9,390,000 Goodwill 7,409,362 Current liabilities ( 3,285,701 ) $ 16,684,711 (1) Financed with Monroe Loan |
Green Remedies [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Consideration Paid and Amount of Assets Acquired and Liabilities Assumed | The following table sets forth the purchase consideration paid and the amount of assets acquired and liabilities assumed as of the acquisition date: Sources of consideration paid: Cash (1) $ 10,869,599 Payable to seller (2) 296,284 Seller's Note, net (3) 2,170,000 Deferred seller consideration (4) 2,290,000 Deferred consideration - earn-out 440,000 $ 16,065,883 Purchase price allocation: Accounts receivable, net $ 1,331,190 Machinery and equipment 1,270,705 Intangible assets 5,890,000 Goodwill 8,101,895 Current liabilities ( 527,907 ) $ 16,065,883 (1) Financed with Monroe Loan (2) Working capital adjustment (3) Gross principal is $ 2,684,250 , recorded net of OID calculated using discounted cash flow method (4) Gross consideration is $ 2,684,250 , recorded at fair value using discounted cash flow method |
Schedule of Unaudited Pro Forma Information | The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Green Remedies Acquisition had been effected on the date previously set forth, nor is it indicative of the future operating results or financial position in combination. Year Ended December 31, 2020 Pro Forma (unaudited) Revenue $ 108,350,773 Net income $ 942,746 Income per share - basic and diluted $ 0.06 |
Property and Equipment, Net, _2
Property and Equipment, Net, and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Components Property and Equipment, Net, and Other Assets | At December 31, 2021 and 2020, Property and equipment, net, and other assets consisted of the following: As of December 31, 2021 2020 Machinery and equipment $ 2,852,457 $ 2,278,777 Office furniture and fixtures 568,040 545,897 Leasehold improvements 571,242 558,035 Computer equipment 321,757 306,122 Vehicles — 493,373 Property and equipment, gross 4,313,496 4,182,204 Accumulated depreciation ( 1,771,376 ) ( 2,195,198 ) Property and equipment, net 2,542,120 1,987,006 Right-of-use operating lease assets 1,945,438 1,103,761 Security deposits and other assets 1,109,008 293,288 Property and equipment, net, and other assets $ 5,596,566 $ 3,384,055 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The components of goodwill and other intangible assets are as follows: December 31, 2021 Estimated Gross Carrying Accumulated Net Finite lived intangible assets: Customer relationships 5 years $ 36,820,000 $ 1,999,355 $ 34,820,645 Software 7 years 2,030,754 1,416,638 614,116 Trademarks 7 years 1,716,533 87,632 1,628,901 Non-compete agreements 3 years 2,150,000 94,722 2,055,278 Total finite lived intangible assets $ 42,717,287 $ 3,598,347 $ 39,118,940 December 31, 2020 Estimated Gross Carrying Accumulated Net Finite lived intangible assets: Customer relationships 5 years $ 5,480,000 $ 218,022 $ 5,261,978 Software 7 years 2,153,061 1,285,058 868,003 Trademarks 7 years 410,000 11,651 398,349 Patents 7 years 230,683 230,683 — Total finite lived intangible assets $ 8,273,744 $ 1,745,414 $ 6,528,330 |
Schedule of Changes in Goodwill | Carrying Changes in goodwill: Goodwill balance at December 31, 2020 $ 66,310,385 Addition related to current year acquisitions 14,311,118 Goodwill balance at December 31, 2021 $ 80,621,503 |
Current Liabilities (Tables)
Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Current Liabilities Disclosure [Abstract] | |
Components of Accounts Payable and Accrued Liabilities | The components of Accounts payable and accrued liabilities are as follows: As of December 31, 2021 2020 Accounts payable $ 26,434,732 $ 12,511,678 Accrued taxes 797,394 837,443 Employee compensation 1,864,145 1,003,365 Operating lease liability - current portion 868,799 668,019 Other 230,626 226,334 $ 30,195,696 $ 15,246,839 |
Components of Other Current Liabilities | The components of Other current liabilities is as follows: As of December 31, 2021 2020 Deferred seller consideration, current $ 1,183,153 $ 1,342,125 Deferred consideration - earn-out 1,290,000 — Deferred revenue 3,722,017 50,454 $ 6,195,170 $ 1,392,579 |
Notes Payable and Other Long-_2
Notes Payable and Other Long-Term Liabilities, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Our debt obligations are as follows: Years ended December 31, Interest Rate (1) 2021 2020 Monroe Term Loan (2) 7.5 % $ 58,585,000 $ 11,500,000 Green Remedies Promissory Note (3) 3.0 % 2,040,607 2,684,250 PNC ABL Facility (4) 3.0 % 7,234,737 4,299,333 Total notes payable 67,860,344 18,483,583 Less: Current portion of long-term debt ( 1,329,109 ) ( 624,383 ) Less: Unamortized debt issuance costs ( 2,637,483 ) ( 1,670,529 ) Less: Unamortized OID ( 391,493 ) ( 494,343 ) Less: Unamortized OID warrant ( 1,093,058 ) ( 745,703 ) Notes payable, net $ 62,409,201 $ 14,948,625 (1) Interest rates as of December 31, 2021 (2) Bears interest at LIBOR rate plus Applicable Margin ranging from 5.5 %- 7.5 % (3) Stated interest rate of 3.0 %, discounted cash flow rate of 13 % (4) Bears interest at a Base rate, as defined, plus a margin of 0.75 % to 1.25 % |
Schedule of Future Minimum Principal Payments | The future minimum principal payments as of December 31, 2021 are as follows: Year Ending December 31, Amount 2022 $ 1,329,109 2023 1,123,900 2024 1,123,850 2025 64,283,485 Total $ 67,860,344 |
Schedule of Changes in Debt Issuance Costs | The table below summarizes changes in debt issuance costs. December 31, 2021 2020 Debt issuance costs Beginning balance $ 1,670,529 $ 203,453 Financing costs deferred 1,351,500 1,757,856 Less: Amortization expense ( 384,546 ) ( 143,365 ) Less: write-offs — ( 147,415 ) Debt issuance costs, net of accumulated amortization $ 2,637,483 $ 1,670,529 |
Schedule of Other Long-Term Liabilities, Net | Other long-term liabilities, net December 31, 2021 2020 Deferred consideration - earn-out $ 781,000 $ 440,000 Deferred seller consideration, net — 986,028 Operating lease liability - long-term portion 1,123,799 543,564 Other 4,167 4,167 $ 1,908,966 $ 1,973,759 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Future Minimum Lease Payments Required Under Office Leases | The future minimum lease payments required under our office leases as of December 31, 2021 are as follows: Year Ending December 31, Amount 2022 $ 977,071 2023 480,282 2024 455,656 2025 310,354 Total lease payments 2,223,363 Less: Interest ( 230,765 ) Present value of lease payments 1,992,598 |
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 December 31, 2021 and 2020 are de minimis. As of December 31, 2021 2020 Operating Leases Right-of-use operating lease assets: Property and equipment, net and other assets $ 1,945,438 $ 1,103,761 Lease liabilities: Accounts payable and accrued liabilities $ 868,799 $ 668,019 Other long-term liabilities 1,123,799 543,564 Total operating lease liabilities $ 1,992,598 $ 1,211,583 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenue Disaggregated by Source | The following table presents our revenue disaggregated by source. Year Ended December 31, 2021 2020 Revenue Type: Services $ 146,812,653 $ 90,088,862 Product sales and other 8,902,720 8,571,173 Total revenue $ 155,715,373 $ 98,660,035 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Net Deferred Taxes | The components of net deferred taxes are as follows: As of December 31, 2021 2020 Deferred tax assets (liabilities): Net operating loss $ 2,695,000 $ 3,961,000 Depreciation and amortization 4,008,000 4,829,000 Stock-based compensation 3,808,000 3,442,000 Capitalized software costs ( 164,000 ) ( 237,000 ) Bonus accrual 387,000 221,000 Allowance for doubtful accounts 225,000 255,000 Other 179,000 62,000 Total deferred tax assets, net 11,138,000 12,533,000 Less: valuation allowance ( 11,138,000 ) ( 12,533,000 ) Net deferred taxes $ — $ — |
Schedule of Provision of Income Taxes | The provision for income taxes consisted of the following: Years Ended December 31, 2021 2020 Current $ 321,169 $ 254,004 Deferred — — Total $ 321,169 $ 254,004 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the income tax expense calculated by applying statutory rates to net income and the income tax expense reported in the accompanying consolidated financial statements is as follows: Years Ended December 31, 2021 2020 U.S. federal statutory rate applied to pretax income $ 423,000 $ 271,000 State taxes - current, net of federal benefit 321,169 254,004 State taxes - deferred 298,000 ( 17,000 ) Permanent differences 19,000 ( 378,000 ) Benefit of federal operating loss carryforwards ( 915,000 ) ( 411,000 ) Change in state tax rates and other 1,570,000 454,000 Change in valuation allowance ( 1,395,000 ) 81,000 $ 321,169 $ 254,004 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Warrant Activity | The following table summarizes the warrants issued and outstanding as of December 31, 2021: Warrants Issued and Outstanding as of December 31, 2021 Date of Exercise Shares of Description Issuance Expiration Price Common Stock Exercisable warrants 10/19/2020 3/19/2028 $ 1.50 500,000 Exercisable warrants 10/19/2021 3/19/2028 $ 1.50 350,000 Total warrants issued and outstanding 850,000 |
Summary of Stock Option Activity | The following table summarizes the stock option activity from January 1, 2020 through December 31, 2021: Stock Options Weighted- Exercise Average Number Price Per Exercise Price of Shares Share Per Share Outstanding at January 1, 2020 2,445,453 $ 1.17 — $ 23.20 $ 3.37 Granted 998,713 $ 1.35 — $ 2.3 2 $ 1.56 Canceled/Forfeited ( 266,224 ) $ 1.48 — $ 16.80 $ 3.55 Outstanding at December 31, 2020 3,177,942 $ 1.17 — $ 23.20 $ 2.78 Granted 323,063 $ 3.01 — $ 6.30 $ 4.47 Exercised ( 176,427 ) $ 1.48 — $ 6.40 $ 2.98 Canceled/Forfeited ( 43,993 ) $ 1.48 — $ 23.20 $ 7.85 Outstanding at December 31, 2021 3,280,585 $ 1.17 — $ 23.20 $ 2.87 |
Summary of Stock Option Outstanding | The following additional information applies to options outstanding at December 31, 2021: Range of Outstanding at Weighted- Weighted- Exercisable at Weighted- $ 1.17 - $ 23.20 3,280,585 6.8 $ 2.87 2,357,641 $ 2.95 The following additional information applies to options outstanding at December 31, 2020: Range of Outstanding at Weighted- Weighted- Exercisable at Weighted- $ 1.17 - $ 23.20 3,177,942 7.4 $ 2.78 1,877,392 $ 3.40 |
Schedule of Weighted-Average Estimated Value of Employee Stock Options Granted | The weighted-average estimated value of employee stock options granted during the years ended December 31, 2021 and 2020 were estimated using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions: Years Ended December 31, 2021 2020 Expected volatility 72 % 75 % Risk-free interest rate 1.08 % 0.49 % Expected dividends 0.00 % 0.00 % Expected term in years 6.0 5.7 |
Warrant [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Warrant Activity | Warrant activity from January 1, 2020 through December 31, 2021 was as follows: Warrants Weighted- Average Number Exercise Price Exercise Price of Shares per Share Per Share Outstanding at January 1, 2020 521,060 $ 1.15 — $ 3.88 $ 1.62 Issued 500,000 $ 1.50 $ 1.50 Outstanding at December 31, 2020 1,021,060 $ 1.15 — $ 3.88 $ 1.56 Issued 350,000 $ 1.50 $ 1.50 Exercised ( 181,834 ) $ 1.15 — $ 3.88 $ 1.23 Canceled/Forfeited ( 339,226 ) $ 1.15 — $ 3.88 $ 1.83 Outstanding at December 31, 2021 850,000 $ 1.50 $ 1.50 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income per Share Attributable to Common Stockholders | The computation of basic and diluted net income per share attributable to common stockholders is as follows: Years Ended December 31, 2021 2020 Numerator: Net income $ 1,691,057 $ 1,034,369 Deemed dividend for warrant down round provision — ( 205,014 ) Net income applicable to common stockholders 1,691,057 829,355 Denominator: Weighted average common shares outstanding, basic 18,885,714 16,661,472 Effect of dilutive securities 1,849,303 94,088 Weighted average common shares outstanding, diluted 20,735,017 16,755,560 Net income per share: Basic $ 0.09 $ 0.05 Diluted $ 0.08 $ 0.05 Anti-dilutive securities excluded from diluted net income per share: Stock options 486,768 1,939,525 Warrants — 90,431 Total anti-dilutive securities excluded from net income per share 486,768 2,029,956 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Information to Consolidated Statements of Cash Flows | The following is provided as supplemental information to the consolidated statements of cash flows: Years Ended December 31, 2021 2020 Supplemental cash flow information: Cash paid for interest $ 1,402,552 $ 371,930 Cash paid for income taxes $ 434,501 $ 272,308 Supplemental non-cash activities: Repayment of Citizens ABL $ — $ 3,385,560 Term loan proceeds $ 34,700,000 $ — Debt issuance costs $ 1,314,000 $ 700,878 Original issue discount - Seller's Note, Monroe loan, Deferred consideration $ 535,970 $ 1,674,178 Acquisition of RWS $ 31,002,668 $ — Acquisition of Green Remedies $ — $ 16,065,883 Deemed dividend for warrant down round feature $ — $ 205,014 |
The Company and Description o_2
The Company and Description of Business - Additional Information (Detail) | Nov. 30, 2021 | Nov. 01, 2021 | Jun. 30, 2021 | Oct. 19, 2020 |
Green Remedies Waste and Recycling, Inc [Member] | ||||
Description Of Business [Line Items] | ||||
Business acquisition, effective date | Oct. 19, 2020 | |||
Atlanta [Member] | ||||
Description Of Business [Line Items] | ||||
Business acquisition, effective date | Jun. 30, 2021 | |||
Louisville [Member] | ||||
Description Of Business [Line Items] | ||||
Business acquisition, effective date | Nov. 1, 2021 | |||
Greenville [Member] | ||||
Description Of Business [Line Items] | ||||
Business acquisition, effective date | Nov. 30, 2021 | |||
RWS [Member] | ||||
Description Of Business [Line Items] | ||||
Business acquisition, effective date | Nov. 30, 2021 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 01, 2019 | |
Significant Accounting Policies [Line Items] | ||||||
Allowance for doubtful accounts receivable | $ 840,522 | $ 935,261 | $ 767,464 | |||
Increase in allowance for doubtful accounts | 47,940 | |||||
Impairment charges for long-lived assets | $ 0 | 0 | ||||
Impairment of goodwill | $ 0 | $ 0 | ||||
Tax benefit percentage of being realized upon ultimate settlement | 50.00% | |||||
Advertising expense | $ 41,930 | 51,247 | ||||
Deemed dividend for warrant down round provision | $ 0 | 205,014 | ||||
Deferred Stock Units [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of stock unit received | 1 | |||||
Maximum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Lease initial term | 12 months | |||||
Green Remedies [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Increase in allowance for doubtful accounts | $ 47,940 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Changes in Allowance for Doubtful Accounts (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables [Abstract] | ||
Beginning balance | $ 935,261 | $ 767,464 |
Bad debt expense | 213,158 | 120,936 |
Uncollectible accounts written off, net | (307,897) | (1,079) |
Addition related to acquisition | 47,940 | |
Ending balance | $ 840,522 | $ 935,261 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | Vehicles [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 5 years |
Minimum [Member] | Computer Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 3 years |
Minimum [Member] | Office Furniture and Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 5 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 5 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 5 years |
Maximum [Member] | Vehicles [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 7 years |
Maximum [Member] | Computer Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 5 years |
Maximum [Member] | Office Furniture and Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 7 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 7 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives of property and equipment | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Number of Customers that Accounted for More than Ten Percentage of Annual Sales and Receivable Balances (Detail) - Customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Number of Customers | 2 | 3 |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Number of Customers | 2 | 3 |
Customer Accounted [Member] | Revenue [Member] | Customers [Member] | ||
Concentration Risk [Line Items] | ||
Revenue Combined Percent | 38.00% | 51.00% |
Customer Accounted [Member] | Accounts Receivable | Customers [Member] | ||
Concentration Risk [Line Items] | ||
Revenue Combined Percent | 8.00% | 27.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Nov. 30, 2021USD ($) | Oct. 19, 2021shares | Oct. 19, 2020USD ($) | Dec. 31, 2021USD ($)Installment | Dec. 31, 2021USD ($)Installment | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 16,291,854 | |||||
Revenue | 155,715,373 | $ 98,660,035 | ||||
Net income (loss) | 1,691,057 | 1,034,369 | ||||
Customer List [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Key assumptions used to value intangible assets | $ 5,480,000 | |||||
Trademark [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Key assumptions used to value intangible assets | 410,000 | |||||
RWS [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 34,013,000 | |||||
Cash consideration | 32,048,438 | |||||
Total purchase price | 33,000,000 | |||||
Revenue | $ 5,500,000 | |||||
Net income (loss) | (138,000) | |||||
RWS [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Key assumptions used to value intangible assets | 24,590,000 | |||||
RWS [Member] | Trademark [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Key assumptions used to value intangible assets | $ 760,000 | |||||
Green Remedies [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 16,100,000 | |||||
Earn out estimate future performance period | 3 years | |||||
Cash consideration | $ 10,869,599 | 10,900,000 | ||||
Business combination consideration recorded in accrued liabilities for deferred payments | 5,200,000 | |||||
Earn-out liability | 440,000 | $ 556,000 | 556,000 | 440,000 | ||
Green Remedies [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, integration related costs | 1,600,000 | $ 550,000 | ||||
Green Remedies [Member] | Asset Purchase Agreement [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Earn-out payments | 2,250,000 | |||||
Green Remedies [Member] | Consideration Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of shares of common stock | shares | 218,587 | |||||
Green Remedies [Member] | Deferred Consideration [Member] | Cash or Shares of Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred, liabilities incurred | $ 2,684,250 | |||||
Number of installments | Installment | 2 | 2 | ||||
Green Remedies [Member] | Deferred Seller Consideration | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred, liabilities incurred | $ 2,290,000 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Consideration Paid and Amount of Assets Acquired and Liabilities Assumed (Detail) - USD ($) | Nov. 30, 2021 | Oct. 19, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Sources of consideration paid: | |||||
Cash | $ 16,291,854 | ||||
Purchase price allocation: | |||||
Goodwill | 80,621,503 | $ 66,310,385 | |||
RWS [Member] | |||||
Sources of consideration paid: | |||||
Cash | $ 32,048,438 | ||||
Total purchase consideration | 34,013,000 | ||||
Purchase price allocation: | |||||
Accounts receivable, net | 7,888,586 | ||||
Other assets | 1,103,253 | ||||
Machinery and equipment | 494,614 | ||||
Intangible assets | 25,390,000 | ||||
Goodwill | 6,901,756 | 6,900,000 | |||
Current liabilities | (7,765,209) | ||||
Assets acquired and liabilities assumed, net | 34,013,000 | ||||
Other Acquisitions [Member] | |||||
Sources of consideration paid: | |||||
Cash | 14,699,777 | ||||
Purchase price allocation: | |||||
Accounts receivable, net | 3,171,050 | ||||
Intangible assets | 9,390,000 | ||||
Goodwill | 7,409,362 | ||||
Current liabilities | (3,285,701) | ||||
Assets acquired and liabilities assumed, net | 16,684,711 | ||||
Green Remedies [Member] | |||||
Sources of consideration paid: | |||||
Cash | $ 10,869,599 | $ 10,900,000 | |||
Total purchase consideration | 16,100,000 | ||||
Purchase price allocation: | |||||
Accounts receivable, net | 1,331,190 | ||||
Machinery and equipment | 1,270,705 | ||||
Intangible assets | 5,890,000 | ||||
Goodwill | 8,101,895 | $ 8,100,000 | |||
Current liabilities | (527,907) | ||||
Assets acquired and liabilities assumed, net | 16,065,883 | ||||
Other [Member] | RWS [Member] | |||||
Sources of consideration paid: | |||||
Business combination, consideration transferred, liabilities incurred | $ 1,964,562 | ||||
Payable to Seller [Member] | Green Remedies [Member] | |||||
Sources of consideration paid: | |||||
Business combination, consideration transferred, liabilities incurred | 296,284 | ||||
Seller's Note, Net [Member] | Green Remedies [Member] | |||||
Sources of consideration paid: | |||||
Business combination, consideration transferred, liabilities incurred | 2,170,000 | ||||
Deferred Seller Consideration | Green Remedies [Member] | |||||
Sources of consideration paid: | |||||
Business combination, consideration transferred, liabilities incurred | 2,290,000 | ||||
Deferred Consideration - Earn Out [Member] | Other Acquisitions [Member] | |||||
Sources of consideration paid: | |||||
Business combination, consideration transferred, liabilities incurred | $ 1,984,934 | ||||
Deferred Consideration - Earn Out [Member] | Green Remedies [Member] | |||||
Sources of consideration paid: | |||||
Business combination, consideration transferred, liabilities incurred | $ 440,000 |
Acquisitions - Schedule of Pu_2
Acquisitions - Schedule of Purchase Consideration Paid and Amount of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - USD ($) | Oct. 19, 2020 | Nov. 30, 2021 |
Green Remedies [Member] | Seller's Note, Net [Member] | ||
Business Acquisition [Line Items] | ||
Business combination consideration transferred liabilities incurred gross | $ 2,684,250 | |
Green Remedies [Member] | Deferred Seller Consideration | ||
Business Acquisition [Line Items] | ||
Business combination consideration transferred liabilities incurred gross | $ 2,684,250 | |
RWS [Member] | ||
Business Acquisition [Line Items] | ||
Gross receivables | $ 10,359,526 | |
Net of allowance | $ 2,470,940 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
RWS [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 202,092,014 | $ 148,850,378 |
Net loss | $ (5,029,315) | $ (3,877,535) |
Net loss per share - basic | $ (0.27) | $ (0.23) |
Net loss per share - diluted | $ (0.27) | $ (0.23) |
Green Remedies [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 108,350,773 | |
Net loss | $ 942,746 | |
Income (loss) per share - basic and diluted | $ 0.06 |
Property and Equipment, Net, _3
Property and Equipment, Net, and Other Assets - Components of Property and Equipment, Net, and Other Assets (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 4,313,496 | $ 4,182,204 |
Accumulated depreciation | (1,771,376) | (2,195,198) |
Property and equipment, net | 2,542,120 | 1,987,006 |
Right-of-use operating lease assets | 1,945,438 | 1,103,761 |
Security deposits and other assets | 1,109,008 | 293,288 |
Property and equipment, net, and other assets | 5,596,566 | 3,384,055 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,852,457 | 2,278,777 |
Office Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 568,040 | 545,897 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 571,242 | 558,035 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 321,757 | 306,122 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 493,373 |
Property and Equipment, Net, _4
Property and Equipment, Net, and Other Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 20, 2018 | |
Property And Equipment Net And Other Assets [Line Items] | |||
Depreciation | $ 484,558 | $ 261,809 | |
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 | 339,667 | 259,017 | |
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 | $ 295,634 | $ 112,619 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 42,717,287 | $ 8,273,744 |
Accumulated Amortization | 3,598,347 | 1,745,414 |
Net | $ 39,118,940 | $ 6,528,330 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Gross Carrying Amount | $ 36,820,000 | $ 5,480,000 |
Accumulated Amortization | 1,999,355 | 218,022 |
Net | $ 34,820,645 | $ 5,261,978 |
Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Gross Carrying Amount | $ 2,030,754 | $ 2,153,061 |
Accumulated Amortization | 1,416,638 | 1,285,058 |
Net | $ 614,116 | $ 868,003 |
Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Gross Carrying Amount | $ 1,716,533 | $ 410,000 |
Accumulated Amortization | 87,632 | 11,651 |
Net | $ 1,628,901 | $ 398,349 |
Non-compete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | |
Gross Carrying Amount | $ 2,150,000 | |
Accumulated Amortization | 94,722 | |
Net | $ 2,055,278 | |
Patents [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | |
Gross Carrying Amount | $ 230,683 | |
Accumulated Amortization | 230,683 | |
Net |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Changes in Goodwill (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill balance at December 31, 2020 | $ 66,310,385 |
Addition related to current year acquisitions | 14,311,118 |
Goodwill balance at December 31, 2021 | $ 80,621,503 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | Oct. 31, 2020 | Oct. 19, 2020 | |
Goodwill And Other Intangible Assets [Line Items] | |||||||
Amortization of intangibles | $ 2,280,501 | $ 1,014,622 | |||||
Expected amortization expense 2022, related to intangible assets | 8,600,000 | ||||||
Expected amortization expense 2023, related to intangible assets | 8,500,000 | ||||||
Expected amortization expense 2024, related to intangible assets | 8,300,000 | ||||||
Expected amortization expense 2025, related to intangible assets | 7,400,000 | ||||||
Expected amortization expense 2026, related to intangible assets | 5,900,000 | ||||||
Expected amortization expense thereafter, related to intangible assets | 430,000 | ||||||
Indefinite-lived intangible assets other than goodwill | 0 | ||||||
Goodwill added for asset acquisition | 14,311,118 | ||||||
Impairment of goodwill | $ 0 | $ 0 | |||||
Goodwill | 80,621,503 | 66,310,385 | |||||
Intangible assets net excluding goodwill | 39,118,940 | $ 6,528,330 | |||||
Not Deductible for Tax Purposes [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 65,100,000 | ||||||
Deductible for Tax Purposes [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 15,500,000 | ||||||
RWS [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 6,900,000 | $ 6,901,756 | |||||
Intangible assets net excluding goodwill | 25,400,000 | ||||||
Other Acquisitions [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 7,409,362 | ||||||
Intangible assets net excluding goodwill | $ 9,400,000 | ||||||
Green Remedies [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | $ 8,100,000 | $ 8,101,895 | |||||
Intangible assets net excluding goodwill | $ 5,900,000 |
Current Liabilities - Component
Current Liabilities - Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accounts payable | $ 26,434,732 | $ 12,511,678 |
Accrued taxes | 797,394 | 837,443 |
Employee compensation | 1,864,145 | 1,003,365 |
Operating lease liability - current portion | 868,799 | 668,019 |
Other | 230,626 | 226,334 |
Accounts payable and accrued liabilities | $ 30,195,696 | $ 15,246,839 |
Current Liabilities - Compone_2
Current Liabilities - Components of Other Current Liabilities (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Current [Abstract] | ||
Deferred seller consideration, current | $ 1,183,153 | $ 1,342,125 |
Deferred consideration - earn-out | 1,290,000 | |
Deferred revenue | 3,722,017 | 50,454 |
Other current liabilities | $ 6,195,170 | $ 1,392,579 |
Current liabilities - Additiona
Current liabilities - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Green Remedies [Member] | OID [Member] | ||
Business Acquisition [Line Items] | ||
Deferred seller consideration unamortized portion | $ 158,972 | $ 356,097 |
Other Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Earn-out liability, current | $ 1,290,000 |
Notes Payable and Other Long-_3
Notes Payable and Other Long-term Liabilities, Net - Schedule of Debt Obligations (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total notes payable | $ 67,860,344 | $ 18,483,583 |
Less: Current portion of long-term debt | (1,329,109) | (624,383) |
Less: Unamortized debt issuance costs | (2,637,483) | (1,670,529) |
Less: Unamortized OID | (391,493) | (494,343) |
Less: Unamortized OID warrant | (1,093,058) | (745,703) |
Notes payable, net | $ 62,409,201 | 14,948,625 |
Monroe Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.50% | |
Total notes payable | $ 58,585,000 | 11,500,000 |
Green Remedies Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.00% | |
Total notes payable | $ 2,040,607 | 2,684,250 |
PNC ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.00% | |
Total notes payable | $ 7,234,737 | $ 4,299,333 |
Notes Payable and Other Long-_4
Notes Payable and Other Long-term Liabilities, Net - Schedule of Debt Obligations (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Oct. 19, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument stated interest rate | 3.00% | |
Green Remedies Promissory Note [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument stated interest rate | 3.00% | |
Discounted cash flow rate | 13.00% | |
Minimum [Member] | Monroe Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 5.50% | |
Minimum [Member] | PNC ABL Facility [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 0.75% | |
Maximum [Member] | Monroe Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 7.50% | |
Maximum [Member] | PNC ABL Facility [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate | 1.25% |
Notes Payable and Other Long-_5
Notes Payable and Other Long-term Liabilities, Net - Schedule of Future Minimum Principal Payments (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 1,329,109 | |
2023 | 1,123,900 | |
2024 | 1,123,850 | |
2025 | 64,283,485 | |
Total | $ 67,860,344 | $ 18,483,583 |
Notes Payable and Other Long-_6
Notes Payable and Other Long-term Liabilities, Net - Schedule of Changes in Debt Issuance Costs (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Beginning balance | $ 1,670,529 | $ 203,453 |
Financing costs deferred | 1,351,500 | 1,757,856 |
Less: Amortization expense | (384,546) | (143,365) |
Less: Write-offs | (147,415) | |
Debt issuance costs, net of accumulated amortization | $ 2,637,483 | $ 1,670,529 |
Notes Payable and Other Long-_7
Notes Payable and Other Long-term Liabilities, Net - Additional Information (Detail) - USD ($) | Oct. 19, 2020 | Aug. 05, 2020 | May 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Mar. 30, 2016 |
Debt Instrument [Line Items] | |||||||
Borrowings | $ 67,860,344 | $ 18,483,583 | |||||
Debt extinguishment description | The PNC 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 | ||||||
Proceeds from loan | $ 12,500,000 | ||||||
Debt instrument annual interest rate | 3.00% | ||||||
Sale of stock, number of shares issued in transaction | 350,000 | 500,000 | |||||
Price per warrant | $ 1.50 | $ 1.50 | $ 3.88 | ||||
Warrant expiration date | Mar. 19, 2028 | Mar. 19, 2028 | |||||
Aggregate principal amount | $ 2,684,250 | ||||||
Interest expense related to borrowings | $ 1,609,344 | $ 475,071 | |||||
Debt issuance cost | 3,109,356 | ||||||
Unamortized portion of debt discount | 2,637,483 | 1,670,529 | |||||
Interest expense related to amortization of debt issuance costs | 384,546 | 143,365 | |||||
OID [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized portion of debt discount | 1,643,523 | 1,596,144 | |||||
Interest expense related to amortization of debt issuance costs | 488,591 | 78,034 | |||||
Debt discounts | 2,210,148 | ||||||
Equity Offering [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 2,950,000 | ||||||
Other Income [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from loan | 1,400,000 | ||||||
PPP Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from loan | 1,400,000 | ||||||
PPP Loan [Member] | Paycheck Protection Program [Member.] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from loan | $ 1,400,000 | ||||||
Monroe Capital Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt discounts | $ 536,000 | $ 766,000 | |||||
Monroe Capital Credit Agreement [Member] | Equity Offering [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 500,000 | 350,000 | 500,000 | ||||
Warrant issued | 350,000 | ||||||
Price per warrant | $ 1.50 | ||||||
Warrant expiration date | Mar. 19, 2028 | ||||||
Minimum net proceeds receivable by warrant holders | $ 1,000,000 | ||||||
Monroe Capital Credit Agreement [Member] | Senior Secured Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument maturity date | Oct. 19, 2025 | ||||||
Revolving credit current borrowing facility | $ 58,700,000 | $ 11,500,000 | |||||
Percentage of original principal amount | 1.00% | ||||||
Green Remedies [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Earn-out liability | $ 440,000 | $ 556,000 | $ 440,000 | ||||
Other Acquisitions [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Earn-out liability, non-current | 225,000 | ||||||
Maximum [Member] | Monroe Capital Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility maximum principal amount | $ 16,000,000 | ||||||
Maximum [Member] | Green Remedies [Member] | Asset Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Earn-out payments | 2,250,000 | ||||||
ABL Facility [Member] | |||||||
Debt Instrument [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 | Apr. 19, 2025 | ||||||
Revolving credit facility, increase (decrease) | $ 10,000,000 | ||||||
Borrowings | 0 | ||||||
Revolving credit current borrowing facility | 15,000,000 | ||||||
Revolving credit current borrowing facility, outstanding | $ 7,234,737 | ||||||
ABL Facility [Member] | Citizens Bank Loan Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 167,964 | ||||||
ABL Facility [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 3.00% | ||||||
ABL Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 0.75% | ||||||
ABL Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 1.25% | ||||||
ABL Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 1.75% | ||||||
ABL Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 2.25% | ||||||
Equipment Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility maximum principal amount | $ 2,000,000 | ||||||
Debt instrument maturity date | Apr. 19, 2025 | ||||||
Equipment Loan Facility [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 1.75% | ||||||
Equipment Loan Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 2.75% |
Notes Payable and Other Long-_8
Notes Payable and Other Long-term Liabilities, Net - Schedule of Other Long-Term Liabilities, Net (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Deferred consideration - earn-out | $ 781,000 | $ 440,000 |
Deferred seller consideration, net | 986,028 | |
Operating lease liability - long-term portion | 1,123,799 | 543,564 |
Other | 4,167 | 4,167 |
Other long-term liabilities, net | $ 1,908,966 | $ 1,973,759 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | 20 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | Jan. 01, 2019 | |
Lessee Lease Description [Line Items] | ||||
Operating right-of-use asset | $ 1,945,438 | $ 1,103,761 | ||
Operating lease liabilities | 1,992,598 | 1,211,583 | ||
Fixed cost operating lease expense | $ 674,837 | 608,674 | ||
Sublease commencement period | Dec. 1, 2019 | |||
Sublease expiration, month and year | 2022-08 | |||
Sublease income, net of amortized leasing costs | $ 52,000 | $ 49,000 | ||
Texas [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease period | 84 months | |||
Operating leases expiration period | 2022-10 | |||
Operating lease, effective interest rate | 2.456% | |||
Panama [Member] | RWS [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating right-of-use asset | $ 1,200,000 | |||
Operating leases expiration period | 2025-10 | |||
Operating lease, remaining lease term | 3 years 9 months 18 days | |||
Operating lease, effective interest rate | 7.50% | |||
South Carolina [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating right-of-use asset | $ 255,000 | |||
Operating leases expiration period | 2024-12 | |||
Operating lease, remaining lease term | 2 years 10 months 24 days | |||
Operating lease, effective interest rate | 8.75% | |||
North Carolina [Member] | Green Remedies [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating right-of-use asset | $ 80,000 | |||
Operating leases expiration period | 2023-10 | |||
Operating lease, remaining lease term | 1 year 9 months 18 days | |||
Operating lease, effective interest rate | 9.50% | |||
ASU 2016-02 [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating right-of-use asset | $ 2,000,000 | |||
Operating lease liabilities | $ 2,200,000 | |||
Scenario, Forecast [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease minimum annual incentive payment | $ 93,600 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Required Under Office Leases (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2022 | $ 977,071 | |
2023 | 480,282 | |
2024 | 455,656 | |
2025 | 310,354 | |
Total lease payments | 2,223,363 | |
Less: Interest | (230,765) | |
Present value of lease payments | $ 1,992,598 | $ 1,211,583 |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Assets and Liabilities Recorded on Balance Sheet (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets And Liabilities Lessee [Abstract] | ||
Right-of-use operating lease assets | $ 1,945,438 | $ 1,103,761 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net, and other assets | Property and equipment, net, and other assets |
Operating lease liability - current portion | $ 868,799 | $ 668,019 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued liabilities | Accounts payable and accrued liabilities |
Other long-term liabilities | $ 1,123,799 | $ 543,564 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities, net | Other long-term liabilities, net |
Total operating lease liabilities | $ 1,992,598 | $ 1,211,583 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021USD ($)Customer | Dec. 31, 2020USD ($)Customer | |
Revenue Recognition [Line Items] | ||
Revenue | $ 155,715,373 | $ 98,660,035 |
Number of customer | Customer | 2 | 3 |
Deferred contract costs | $ 775,000 | $ 100,000 |
Deferred revenue | 3,722,017 | 50,454 |
Selling, General and Administrative Expenses [Member] | ||
Revenue Recognition [Line Items] | ||
Amortized deferred contract costs | $ 218,333 | $ 203,750 |
Sales Revenue Net [Member] | ||
Revenue Recognition [Line Items] | ||
Number of customer | Customer | 2 | 3 |
Customer Concentration Risk [Member] | Sales Revenue Net [Member] | Customers [Member] | ||
Revenue Recognition [Line Items] | ||
Percentage of revenue | 38.00% | 51.00% |
Management Fee [Member] | ||
Revenue Recognition [Line Items] | ||
Revenue | $ 96,618 | $ 0 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Source (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 155,715,373 | $ 98,660,035 |
Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 146,812,653 | 90,088,862 |
Product Sales and Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 8,902,720 | $ 8,571,173 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | ||
Valuation allowance | $ 11,138,000 | $ 12,533,000 |
Federal corporate income tax rate | 27.00% | |
Income tax expense | $ 321,169 | 254,004 |
Federal income tax net operating loss carry forward | $ 10,100,000 | 14,500,000 |
Net operating loss carry forwards expiration beginning year | 2034 | |
Net operating loss carry forwards expiration ending year | 2037 | |
State [Member] | ||
Income Tax [Line Items] | ||
Operating loss carryforwards | $ 0 | $ 0 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Taxes (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 2,695,000 | $ 3,961,000 |
Depreciation and amortization | 4,008,000 | 4,829,000 |
Stock-based compensation | 3,808,000 | 3,442,000 |
Capitalized software costs | (164,000) | (237,000) |
Bonus accrual | 387,000 | 221,000 |
Allowance for doubtful accounts | 225,000 | 255,000 |
Other | 179,000 | 62,000 |
Total deferred tax assets, net | 11,138,000 | 12,533,000 |
Less: valuation allowance | (11,138,000) | (12,533,000) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision of Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 321,169 | $ 254,004 |
Deferred | 0 | 0 |
Total income tax expense (benefit) | $ 321,169 | $ 254,004 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate applied to pretax income | $ 423,000 | $ 271,000 |
State taxes - current, net of federal benefit | 321,169 | 254,004 |
State taxes - deferred | 298,000 | (17,000) |
Permanent differences | 19,000 | (378,000) |
Benefit of federal operating loss carryforwards | (915,000) | (411,000) |
Change in state tax rates and other | 1,570,000 | 454,000 |
Change in valuation allowance | (1,395,000) | 81,000 |
Total income tax expense (benefit) | $ 321,169 | $ 254,004 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Liabilities incurred to defend lawsuits | $ 0 | $ 0 |
Plan contribution expense | $ 198,622 | $ 184,148 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Aug. 05, 2020 | Mar. 30, 2016 | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 19,045,988 | 18,413,419 | ||
Common stock, shares outstanding | 19,045,988 | 18,413,419 | ||
Number of common shares sold | 350,000 | 500,000 | ||
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 |
Stockholders' Equity - Additi_2
Stockholders' Equity - Additional Information - Employee Stock Purchase Plan (Detail) - USD ($) | Nov. 15, 2021 | May 14, 2021 | Nov. 14, 2020 | May 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Stockholders Equity [Line Items] | ||||||
Employee stock purchase plan expense | $ 53,755 | $ 36,480 | ||||
Stock issued for employee stock purchase plans options, shares | 25,042 | 22,937 | 32,192 | 30,206 | 47,979 | 62,398 |
Shares issued for employee stock purchase plans options | $ 69,818 | $ 38,988 | $ 33,109 | $ 30,040 | $ 108,806 | $ 63,149 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrant Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding Beginning Balance, Number of Shares | 3,177,942 | 2,445,453 | |
Granted, Number of Shares | 323,063 | 998,713 | |
Exercised, Number of Shares | (176,427) | ||
Canceled/Forfeited, Number of Shares | (43,993) | (266,224) | |
Outstanding Ending Balance, Number of Shares | 3,280,585 | 3,177,942 | 2,445,453 |
Outstanding Beginning Balance, Weighted-Average Exercise Price Per Share | $ 2.78 | $ 3.37 | |
Granted, Weighted-Average Exercise Price Per Share | 4.47 | 1.56 | |
Exercised, Weighted-Average Exercise Price Per Share | 2.98 | ||
Canceled/Forfeited, Weighted-Average Exercise Price Per Share | 7.85 | 3.55 | |
Outstanding Ending Balance, Weighted-Average Exercise Price Per Share | 2.87 | 2.78 | $ 3.37 |
Exercise Price Per Share, Minimum | 1.17 | 1.17 | |
Exercise Price Per Share, Maximum | $ 23.20 | $ 23.20 | |
Warrant [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding Beginning Balance, Number of Shares | 1,021,060 | 521,060 | |
Granted, Number of Shares | 350,000 | 500,000 | |
Exercised, Number of Shares | (181,834) | ||
Canceled/Forfeited, Number of Shares | (339,226) | ||
Outstanding Ending Balance, Number of Shares | 850,000 | 1,021,060 | 521,060 |
Outstanding Beginning Balance, Weighted-Average Exercise Price Per Share | $ 1.56 | $ 1.62 | |
Granted, Weighted-Average Exercise Price Per Share | 1.50 | 1.50 | |
Exercised, Weighted-Average Exercise Price Per Share | 1.23 | ||
Canceled/Forfeited, Weighted-Average Exercise Price Per Share | 1.83 | ||
Outstanding Ending Balance, Weighted-Average Exercise Price Per Share | 1.50 | 1.56 | $ 1.62 |
Warrant [Member] | Outstanding $1.15 - $3.88 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Minimum | 1.15 | 1.15 | |
Exercise Price Per Share, Maximum | 3.88 | $ 3.88 | |
Warrant [Member] | Issued $1.50 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Maximum | $ 1.50 | ||
Warrant [Member] | Issued $1.50 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Maximum | 1.50 | ||
Warrant [Member] | Exercised, $1.15 - $3.88 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Minimum | 1.15 | ||
Exercise Price Per Share, Maximum | 3.88 | ||
Warrant [Member] | Canceled/Forfeited, $1.15 - $3.88 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Minimum | 1.15 | ||
Exercise Price Per Share, Maximum | 3.88 | ||
Warrant [Member] | Outstanding, $1.50 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Maximum | $ 1.50 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Warrants Issued and Outstanding (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2016 | |
Class Of Warrant Or Right [Line Items] | |||
Date of Expiration | Mar. 19, 2028 | Mar. 19, 2028 | |
Exercise Price | $ 1.50 | $ 1.50 | $ 3.88 |
Shares of Common Stock | 850,000 | 430,629 | |
Exercisable Warrants [Member] | Warrants One [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | Oct. 19, 2020 | ||
Date of Expiration | Mar. 19, 2028 | ||
Exercise Price | $ 1.50 | ||
Shares of Common Stock | 500,000 | ||
Exercisable Warrants [Member] | Warrants Two [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | Oct. 19, 2021 | ||
Date of Expiration | Mar. 19, 2028 | ||
Exercise Price | $ 1.50 | ||
Shares of Common Stock | 350,000 |
Stockholders' Equity - Additi_3
Stockholders' Equity - Additional Information - Warrants (Detail) - USD ($) | Mar. 30, 2016 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Stockholders Equity [Line Items] | |||
Warrants previously issued to purchase shares of common stock | 430,629 | 850,000 | |
Exercise Price | $ 3.88 | $ 1.50 | $ 1.50 |
Exercise price of warrants adjusted | $ 1.15 | ||
Deemed dividend for warrant down round provision | $ 0 | $ 205,014 | |
Sale of stock, number of shares issued in transaction | 350,000 | 500,000 | |
Warrant expiration date | Mar. 19, 2028 | Mar. 19, 2028 | |
Common stock issued through cashless exercises | 176,427 | ||
Warrants expired | 339,226 | ||
Warrant [Member] | |||
Schedule Of Stockholders Equity [Line Items] | |||
Common stock issued through cashless exercises | 181,834 |
Stockholders' Equity - Additi_4
Stockholders' Equity - Additional Information - Incentive Compensation Plan (Detail) | Oct. 31, 2012shares |
Incentive Compensation Plan [Member] | Maximum [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Number of shares available for grant | 4,837,500 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding Beginning Balance, Number of Shares | 3,177,942 | 2,445,453 | |
Granted, Number of Shares | 323,063 | 998,713 | |
Exercised, Number of Shares | (176,427) | ||
Canceled/Forfeited, Number of Shares | (43,993) | (266,224) | |
Outstanding Ending Balance, Number of Shares | 3,280,585 | 3,177,942 | 2,445,453 |
Outstanding Beginning Balance, Weighted-Average Exercise Price Per Share | $ 2.78 | $ 3.37 | |
Granted, Weighted-Average Exercise Price Per Share | 4.47 | 1.56 | |
Exercised, Weighted-Average Exercise Price Per Share | 2.98 | ||
Canceled/Forfeited, Weighted-Average Exercise Price Per Share | 7.85 | 3.55 | |
Outstanding Ending Balance, Weighted-Average Exercise Price Per Share | 2.87 | 2.78 | $ 3.37 |
Exercise Price Per Share, Minimum | 1.17 | 1.17 | |
Exercise Price Per Share, Maximum | 23.20 | 23.20 | |
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 | 2.3 | ||
Canceled/Forfeited, $1.48 - $16.80 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Minimum | 1.48 | ||
Exercise Price Per Share, Maximum | 16.80 | ||
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, $3.01 - $6.30 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Minimum | 3.01 | ||
Exercise Price Per Share, Maximum | 6.30 | ||
Exercised, $1.48 - $6.40 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Minimum | 1.48 | ||
Exercise Price Per Share, Maximum | 6.40 | ||
Canceled/Forfeited, $1.48 - $23.20 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price Per Share, Minimum | 1.48 | ||
Exercise Price Per Share, Maximum | 23.20 | ||
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 |
Stockholders' Equity - Additi_5
Stockholders' Equity - Additional Information - Stock Options (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Stockholders Equity [Line Items] | ||
Options outstanding, intrinsic value | $ 13,892,675 | $ 1,149,021 |
Options exercisable, intrinsic value | 9,946,072 | 432,248 |
Stock-based compensation expense | 740,824 | $ 1,171,885 |
Unvested share-based awards | $ 1,200,000 | |
Expected weighted average period to recognize unearned stock-based compensation | 2 years | |
Stock Options [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Weighted-average grant-date fair value | $ 2.84 | $ 1.01 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Stock Option Outstanding (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Option Outstanding - Range of Exercise Prices, Lower Limit | $ 1.17 | $ 1.17 | |
Option Outstanding - Range of Exercise Prices, Upper Limit | $ 23.20 | $ 23.20 | |
Option Outstanding - Number of Shares | 3,280,585 | 3,177,942 | 2,445,453 |
Option Outstanding - Weighted-Average Remaining Contractual Life | 6 years 9 months 18 days | 7 years 4 months 24 days | |
Option Outstanding - Weighted Average Exercise Price | $ 2.87 | $ 2.78 | $ 3.37 |
Option Exercisable | 2,357,641 | 1,877,392 | |
Option Exercisable - Weighted Average Exercise Price | $ 2.95 | $ 3.40 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted-Average Estimated Value of Employee Stock Options Granted (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Expected volatility | 72.00% | 75.00% |
Risk-free interest rate | 1.08% | 0.49% |
Expected dividends | 0.00% | 0.00% |
Expected term in years | 6 years | 5 years 8 months 12 days |
Stockholders' Equity - Additi_6
Stockholders' Equity - Additional Information - Deferred Stock Units (Detail) - Deferred Stock Units [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Stockholders Equity [Line Items] | ||
Deferred stock units | 82,881 | 47,212 |
DSUs outstanding | 198,145 | 73,231 |
Director [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Compensation expense related to grants | $ 394,355 | $ 74,496 |
Executive Employees [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Deferred stock units | 49,775 | 39,684 |
Compensation expense related to grants | $ 192,783 | $ 205,316 |
Net Income per Share - Computat
Net Income per Share - Computation of Basic and Diluted Net Income (Loss) per Share Attributable to Common Stockholders (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) | $ 1,691,057 | $ 1,034,369 |
Deemed dividend for warrant down round feature | 0 | (205,014) |
Net income applicable to common stockholders | $ 1,691,057 | $ 829,355 |
Denominator: | ||
Weighted average common shares outstanding, basic | 18,885,714 | 16,661,472 |
Effect of dilutive securities | 1,849,303 | 94,088 |
Weighted average common shares outstanding, diluted | 20,735,017 | 16,755,560 |
Net income per share: | ||
Basic | $ 0.09 | $ 0.05 |
Diluted | $ 0.08 | $ 0.05 |
Anti-dilutive securities excluded from diluted net income (loss) per share: | ||
Anti-dilutive securities excluded from diluted net income per share | 486,768 | 2,029,956 |
Stock options [Member] | ||
Anti-dilutive securities excluded from diluted net income (loss) per share: | ||
Anti-dilutive securities excluded from diluted net income per share | 486,768 | 1,939,525 |
Warrant [Member] | ||
Anti-dilutive securities excluded from diluted net income (loss) per share: | ||
Anti-dilutive securities excluded from diluted net income per share | 0 | 90,431 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary of Supplemental Information to Consolidated Statements of Cash Flows (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental cash flow information: | ||
Cash paid for interest | $ 1,402,552 | $ 371,930 |
Cash paid for income taxes | 434,501 | 272,308 |
Supplemental non-cash activities: | ||
Repayment of Citizens ABL | 3,385,560 | |
Term loan proceeds | 34,700,000 | |
Debt issuance costs | 1,314,000 | 700,878 |
Original issue discount - Seller's Note, Monroe loan, Deferred consideration | 535,970 | 1,674,178 |
Acquisition of RWS | 31,002,668 | |
Acquisition of Green Remedies | 16,065,883 | |
Deemed dividend for warrant down round provision | $ 0 | $ 205,014 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Feb. 10, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Cash consideration | $ 16,291,854 | |
Subsequent Event [Member] | Independent Environmental Services Company [Member] | ||
Subsequent Event [Line Items] | ||
Cash consideration | $ 3,350,000 |