Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | QRHC | |
Entity Registrant Name | Quest Resource Holding Corporation | |
Entity Central Index Key | 0001442236 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,045,988 | |
Entity File Number | 001-36451 | |
Entity Tax Identification Number | 51-0665952 | |
Entity Address, Address Line One | 3481 Plano Parkway | |
Entity Address, City or Town | The Colony | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75056 | |
City Area Code | 972 | |
Local Phone Number | 464-0004 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock | |
Entity Incorporation, State or Country Code | NV | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 7,921,587 | $ 8,427,858 |
Accounts receivable, less allowance for doubtful accounts of $1,054,365 and $840,522 as of March 31, 2022 and December 31, 2021, respectively | 46,561,628 | 39,948,973 |
Prepaid expenses and other current assets | 2,008,491 | 1,952,566 |
Total current assets | 56,491,706 | 50,329,397 |
Goodwill | 81,164,900 | 80,621,503 |
Intangible assets, net | 39,716,880 | 39,118,940 |
Property and equipment, net, and other assets | 5,394,971 | 5,596,566 |
Total assets | 182,768,457 | 175,666,406 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 34,861,721 | 30,195,696 |
Other current liabilities | 7,045,808 | 6,195,170 |
Current portion of notes payable | 1,644,149 | 1,329,109 |
Total current liabilities | 43,551,678 | 37,719,975 |
Notes payable, net | 65,715,702 | 62,409,201 |
Other long-term liabilities | 1,798,484 | 1,908,966 |
Total liabilities | 111,065,864 | 102,038,142 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 19,045,988 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 19,046 | 19,046 |
Additional paid-in capital | 170,576,837 | 170,318,199 |
Accumulated deficit | (98,893,290) | (96,708,981) |
Total stockholders’ equity | 71,702,593 | 73,628,264 |
Total liabilities and stockholders’ equity | $ 182,768,457 | $ 175,666,406 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 1,054,365 | $ 840,522 |
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 | 19,045,988 |
Common stock, shares outstanding | 19,045,988 | 19,045,988 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 71,522,168 | $ 35,101,991 |
Cost of revenue | 60,273,753 | 28,662,113 |
Gross profit | 11,248,415 | 6,439,878 |
Operating expenses: | ||
Selling, general, and administrative | 9,344,462 | 4,262,560 |
Depreciation and amortization | 2,364,862 | 407,283 |
Total operating expenses | 11,709,324 | 4,669,843 |
Operating income (loss) | (460,909) | 1,770,035 |
Interest expense | (1,556,585) | (561,462) |
Income (loss) before taxes | (2,017,494) | 1,208,573 |
Income tax expense | 166,815 | 61,833 |
Net income (loss) | (2,184,309) | 1,146,740 |
Net income (loss) applicable to common stockholders | $ (2,184,309) | $ 1,146,740 |
Net income (loss) per share applicable to common stockholders | ||
Basic | $ (0.11) | $ 0.06 |
Diluted | $ (0.11) | $ 0.06 |
Weighted average number of common shares outstanding | ||
Basic | 19,244,634 | 18,504,993 |
Diluted | 19,244,634 | 19,412,685 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2020 | $ 68,042,972 | $ 18,413 | $ 166,424,597 | $ (98,400,038) |
Beginning Balance, Shares at Dec. 31, 2020 | 18,413,419 | |||
Stock-based compensation | 309,610 | 309,610 | ||
Stock option and warrant exercises | 253,389 | $ 277 | 253,112 | |
Stock option and warrant exercises, Shares | 276,388 | |||
Net income (loss) | 1,146,740 | 1,146,740 | ||
Ending Balance at Mar. 31, 2021 | 69,752,711 | $ 18,690 | 166,987,319 | (97,253,298) |
Ending Balance, Shares at Mar. 31, 2021 | 18,689,807 | |||
Beginning Balance at Dec. 31, 2021 | 73,628,264 | $ 19,046 | 170,318,199 | (96,708,981) |
Beginning Balance, Shares at Dec. 31, 2021 | 19,045,988 | |||
Stock-based compensation | 258,638 | 258,638 | ||
Net income (loss) | (2,184,309) | (2,184,309) | ||
Ending Balance at Mar. 31, 2022 | $ 71,702,593 | $ 19,046 | $ 170,576,837 | $ (98,893,290) |
Ending Balance, Shares at Mar. 31, 2022 | 19,045,988 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,184,309) | $ 1,146,740 |
Adjustments to reconcile net income (loss) to net cash provided (used in) by operating activities: | ||
Depreciation | 173,573 | 110,136 |
Amortization of intangibles | 2,263,637 | 365,524 |
Amortization of debt issuance costs and discounts | 324,779 | 211,622 |
Provision for doubtful accounts | 261,973 | 34,486 |
Stock-based compensation | 258,638 | 309,610 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,697,540) | (3,336,188) |
Prepaid expenses and other current assets | (53,289) | (114,960) |
Security deposits and other assets | 124,284 | (860) |
Accounts payable and accrued liabilities | 4,418,010 | 5,036,660 |
Other liabilities | 718,682 | 191,041 |
Net cash provided by (used in) operating activities | (391,562) | 3,953,811 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (261,417) | (115,886) |
Purchase of intangible assets | (61,577) | (42,725) |
Acquisition, net of cash acquired | (3,137,758) | |
Net cash used in investing activities | (3,460,752) | (158,611) |
Cash flows from financing activities: | ||
Proceeds from credit facilities | 15,149,625 | 13,361,685 |
Repayments of credit facilities | (15,197,782) | (14,036,808) |
Proceeds from long-term debt | 3,500,000 | |
Repayments of long-term debt | (60,000) | (135,543) |
Proceeds from stock option exercises | 253,389 | |
Debt issuance costs | (45,800) | |
Net cash provided by (used in) financing activities | 3,346,043 | (557,277) |
Net increase (decrease) in cash and cash equivalents | (506,271) | 3,237,923 |
Cash and cash equivalents at beginning of period | 8,427,858 | 7,516,260 |
Cash and cash equivalents at end of period | 7,921,587 | 10,754,183 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,137,877 | 353,960 |
Cash paid for income taxes | $ 29,510 | $ 4,000 |
The Company and Description of
The Company and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
The Company and Description of Business | 1. The Company and Description of Business The accompanying condensed consolidated financial statements include the accounts of Quest Resource Holding Corporation (“QRHC”) and its subsidiaries, Quest Resource Management Group, LLC (“Quest”), Landfill Diversion Innovations, LLC (“LDI”), Youchange, Inc. (“Youchange”), Quest Vertigent Corporation (“QVC”), Quest Vertigent One, LLC (“QV One”), Quest Sustainability Services, Inc. (“QSS”), RWS Facility Services, LLC ("RWS"), Sustainable Solutions Group, LLC (”SSG”), and Sequoia Waste Management Solutions, LLC (”Sequoia”) (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 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 made significant strategic acquisitions in 2021, including the November 30, 2021 acquisition of the membership interests of RWS, a Chadds Ford, PA-based environmental services company. On February 10, 2022, we acquired an independent environmental services company that primarily services customers in the northeast region of the United States. See Note 3 for more information regarding the acquisitions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Presentation and Consolidation The condensed consolidated financial statements included herein have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements for the year ended December 31, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading. The accompanying condensed consolidated financial statements reflect, in our opinion, all normal recurring adjustments necessary to present fairly our financial position at March 31, 2022 and the results of our operations and cash flows for the periods presented. We derived the December 31, 2021 condensed consolidated balance sheet data from audited financial statements; however, we did not include all disclosures required by GAAP. As QRHC, Quest, LDI, Youchange, QVC, QV One, QSS, RWS, SSG, and Sequoia each operate as environmental-based service companies, we did not deem segment reporting necessary. All intercompany accounts and transactions have been eliminated in consolidation. Interim results are subject to seasonal variations, and the results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year. Recent Accounting Pronouncements Adopted On January 1, 2021, we adopted Accounting Standards Update (“ASU”) 2019-12, Income Taxes – (Topic 740) , which simplifies the accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. The adoption of the standard did not have a material effect on our consolidated financial statements. In March 2020, the Financial Accounting Standards Board (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 | 3 Months Ended |
Mar. 31, 2022 | |
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 RWS 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 Management Advisors, LLC (”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 Capital term loan (2) Net working capital (3) Gross receivables of $ 10,359,526 , net of allowance of $ 2,470,940 The purchase price allocation was preliminary and was based on information existing at the acquisition date. Accordingly, the purchase price allocation is subject to change. 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 three months ended March 31, 2021 as if the RWS acquisition had occurred at the beginning of our 2021 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. Three months ended March 31, 2021 Pro Forma (unaudited) Revenue $ 46,816,822 Net loss $ ( 523,531 ) Net loss per share - basic and diluted $ ( 0.03 ) 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 RWS acquisition had been effected on the dates previously set forth, nor is it indicative of the future operating results or financial position in combination. Other 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 (as defined in Note 7). The purchase price was allocated to the acquired assets, primarily customer relationship intangibles and goodwill. We acquired three other environmental services businesses during the year ended December 31, 2021. These acquisitions are not material to our results of operations, individually or in the aggregate. |
Property and Equipment, Net, an
Property and Equipment, Net, and Other Assets | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net, and Other Assets | 4. Property and Equipment, net, and Other Assets At March 31, 2022 and December 31, 2021, property and equipment, net, and other assets consisted of the following: March 31, December 31, 2022 2021 (Unaudited) Property and equipment, net of accumulated depreciation of $ 1,944,949 1,771,376 as of March 31, 2022 and December 31, 2021, $ 2,638,199 $ 2,542,120 Right-of-use operating lease asset 1,703,764 1,945,438 Security deposits and other assets 1,053,008 1,109,008 Property and equipment, net, and other assets $ 5,394,971 $ 5,596,566 We compute depreciation using the straight-line method over the estimated useful lives of the property and equipment. Depreciation expense for the three months ended March 31, 2022 was $ 173,573 , including $ 72,348 of depreciation expense reflected within “Cost of revenue” in our condensed consolidated statements of operations as it related to assets used in directly servicing customer contracts. Depreciation expense for the three months ended March 31, 2021 was $ 110,136 , including $ 68,376 of depreciation expense reflected within “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 revenue, and accounts receivable as of the Closing Date. Earth911, Inc. was subsequently renamed Quest Sustainability Services, Inc. The carrying amount of our investment in Earth Media Partners, LLC is included in “Security deposits and other assets” above and we have an accrued receivable in the amount of $ 333,667 and $ 339,667 related to the earn-out included as of March 31, 2022 and December 31, 2021, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
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 were as follows: March 31, 2022 (Unaudited) Estimated Gross Carrying Accumulated Net Finite lived intangible assets: Customer relationships 5 years $ 39,250,000 $ 3,921,354 $ 35,328,646 Software 7 years 2,075,995 1,505,820 570,175 Trademarks 7 years 2,002,869 155,366 1,847,503 Non-compete agreements 3 years 2,250,000 279,444 1,970,556 Total finite lived intangible assets $ 45,578,864 $ 5,861,984 $ 39,716,880 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 Carrying Changes in goodwill: Goodwill balance at December 31, 2021 $ 80,621,503 Addition related to acquisition 543,397 Goodwill balance at March 31, 2022 $ 81,164,900 We compute amortization using the straight-line method over the useful lives of the finite lived intangible assets. Amortization expense related to finite lived intangible assets was $ 2,263,637 and $ 365,524 for the three months ended March 31, 2022 and 2021, respectively. We have no indefinite-lived intangible assets other than goodwill. $ 65.7 million of the goodwill is not deductible for tax purposes, while $ 15.5 million of goodwill is deductible over its tax-basis life. We performed our annual impairment analysis for goodwill and other intangible assets in the third quarter of 2021 with no impairment recorded. |
Current Liabilities
Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Current Liabilities Disclosure [Abstract] | |
Current Liabilities | 6. Current Liabilities The components of Accounts payable and accrued liabilities were as follows: March 31, December 31, 2022 2021 (Unaudited) Accounts payable $ 31,700,134 $ 26,434,732 Accrued taxes 808,326 797,394 Employee compensation 1,405,026 1,864,145 Operating lease liability - current portion 715,140 868,799 Other 233,095 230,626 $ 34,861,721 $ 30,195,696 Refer to Note 8, Leases for additional disclosure related to the operating lease liability. The components of Other current liabilities were as follows: March 31, December 31, 2022 2021 (Unaudited) Deferred seller consideration, current $ 1,232,434 $ 1,183,153 Deferred consideration - earn-out 1,290,000 1,290,000 Deferred revenue 4,523,374 3,722,017 $ 7,045,808 $ 6,195,170 Deferred seller consideration in connection with our 2020 acquisition of Green Remedies Waste and Recycling, Inc. (”Green Remedies”) is payable in either cash or shares of our common stock. As of March 31, 2022 and December 31, 2021, the unamortized portion of OID on the deferred seller consideration was $ 109,691 and $ 158,972 , respectively. The current portion of earn-out consideration related to other acquisitions is $ 1,290,000 as of March 31, 2022 and December 31, 2021. |
Notes Payable and Other Long-Te
Notes Payable and Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Other Long-Term Liabilities | 7. Notes Payable and Other Long-term Liabilities Our debt obligations are as follows: Interest Rate March 31, December 31, (1) 2022 2021 (Unaudited) Monroe Term Loan (2) 7.5 % $ 62,025,000 $ 58,585,000 Green Remedies Promissory Note (3) 3.0 % 2,040,607 2,040,607 PNC ABL Facility (4) 3.0 % 7,186,580 7,234,737 Total notes payable 71,252,187 67,860,344 Less: Current portion of long-term debt ( 1,644,149 ) ( 1,329,109 ) Less: Unamortized debt issuance costs ( 2,505,235 ) ( 2,637,483 ) Less: Unamortized OID ( 365,781 ) ( 391,493 ) Less: Unamortized OID warrant ( 1,021,320 ) ( 1,093,058 ) Notes payable, net $ 65,715,702 $ 62,409,201 (1) Interest rates as of March 31, 2022 (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 % 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. March 31, 2022 (Unaudited) Debt issuance costs Beginning balance $ 2,637,483 Financing costs deferred 45,800 Less: Amortization expense ( 178,048 ) Debt issuance costs, net of accumulated amortization $ 2,505,235 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 March 31, 2022), 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 March 31, 2022). 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 . 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. As of March 31, 2022, the ABL Facility borrowing base availability was $ 15,000,000 , of which $ 7,186,580 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. 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, 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 $ 12.5 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. 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 are being 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 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 three months ended March 31, 2022 and 2021 was $ 1,233,319 and $ 348,307 , respectively. Debt issuance costs of $ 3,155,156 are being amortized to interest expense over the lives of the related debt arrangements. As of March 31, 2022, the unamortized portion of the debt issuance costs was $ 2,505,235 . The amount of interest expense related to the amortization of debt issuance costs for the three months ended March 31, 2022 and 2021 was $ 178,048 and $ 88,718 , 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 March 31, 2022, the unamortized portion of OIDs was $ 1,387,101 . The amount of interest expense related to the amortization of OID costs for the three months ended March 31, 2022 and 2021 is $ 146,732 and $ 122,905 , respectively. Other long-term liabilities March 31, December 31, 2022 2021 (Unaudited) Deferred consideration - earn-out $ 781,000 $ 781,000 Operating lease liability - long-term portion 1,013,318 1,123,799 Other 4,166 4,167 $ 1,798,484 $ 1,908,966 We recorded deferred consideration in connection with certain business acquisitions. We valued the earn-out liability using a Monte Carlo simulation. The inputs used in estimating the fair value of the earn-out liability represent Level 3 inputs under the fair value hierarchy. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | 8. Leases Our leases are primarily related to office space and are classified as operating leases. Lease Costs For the three months ended March 31, 2022, we recorded approximately $ 245,000 of fixed cost operating lease expense. For the three months ended March 31, 2021, we recorded approximately $ 158,000 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 corporate office lease through August 2022. This minimum annual incentive is $ 93,600 effective September 2020 through the remainder of the lease term. Effective December 1, 2019 , we subleased a portion of our corporate office space to a single tenant. The sublease agreement is accounted for as an operating lease and we recognize sublease income as an offset to operating lease expense on a straight-line basis over the term of the sublease agreement through August 2022 . Sublease income, net of amortized leasing costs, for the three months ended March 31, 2022 was approximately $ 13,000 . Cash paid for operating leases approximated operating lease expense and non-cash right of use asset amortization for the three months ended March 31, 2022 and 2021. We did not obtain any new operating lease right-of-use assets in the three months ended March 31, 2022. The future minimum lease payments required under our office leases as of March 31, 2022 are as follows: Amount 2022 $ 691,601 2023 470,366 2024 455,656 2025 310,354 Total lease payments 1,927,977 Less: Interest ( 199,519 ) Present value of lease liabilities $ 1,728,458 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 March 31, 2022 are de minimis. March 31, December 31, 2022 2021 Operating Leases: (Unaudited) Right-of-use operating lease asset: Property and equipment, net and other assets $ 1,703,764 $ 1,945,438 Lease Liabilities: Accounts payable and accrued liabilities $ 715,140 $ 868,799 Other long-term liabilities 1,013,318 1,123,799 Total operating lease liabilities $ 1,728,458 $ 1,992,598 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
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, equipment, 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 $ 160,320 and $ 0 for the three months ended March 31, 2022 and 2021, 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. One customer accounted for 16.5 % of revenue for the three months ended March 31, 2022, and two customers accounted for 46.9 % of revenue for the three months ended March 31, 2021. We operate primarily in the United States, with minor services in Canada. Three Months Ended March 31, 2022 2021 (Unaudited) Revenue Type: Services $ 68,721,608 $ 32,704,583 Product sales and other 2,800,560 2,397,408 Total revenue $ 71,522,168 $ 35,101,991 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 March 31, 2022 and December 31, 2021, we had $ 675,000 and $ 775,000 of deferred contract costs, respectively. During the three months ended March 31, 2022, we amortized $ 102,500 of deferred contract costs to selling, general, and administrative expense. During the three months ended March 31, 2021, we amortized $ 50,000 of deferred contract costs to selling, general, and administrative expense. We bill certain customers in advance, and, accordingly, we defer recognition of related revenues as a contract liability until the services are provided and control is transferred to the customer. As of March 31, 2022 and December 31, 2021, we had $ 4,523,374 and $ 3,722,017 , respectively, of deferred revenue which was classified in “Other current liabilities.” |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Our statutory income tax rate is anticipated to be 27 %. We had income tax expense of $ 166,815 and $ 61,833 for the three months ended March 31, 2022 and 2021, respectively, which was attributable to state tax obligations based on current estimated state tax apportionments for states with no net operating loss carryforwards, and the continued reserve against the benefit of the net operating losses at the federal level. We compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes . Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws. We provide a valuation allowance to reduce the amount of deferred tax assets that, based on available evidence, is more likely than not to be realized. Realization of our net operating loss carryforward was not reasonably assured as of March 31, 2022 and December 31, 2021 , and we had recorded a valuation allowance of $ 11,589,000 and $ 11,138,000 , respectively, against deferred tax assets in excess of deferred tax liabilities in the accompanying condensed consolidated financial statements. As of March 31, 2022 and December 31, 2021, we had federal income tax net operating loss carryforwards of approximately $ 10,300,000 and $ 10,100,000 , respectively, which expire at various dates ranging from 2034 - 2037 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments Our financial instruments consist primarily 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, based on their short maturities or, for notes payable, based on borrowing rates currently available to us for loans with similar terms and maturities. Contingent liabilities are measured at fair value on a recurring basis. The fair value measurements are generally determined using unobservable inputs and are classified within Level 3 of the fair value hierarchy. See discussion of the contingent earn-out liability in Note 7. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Preferred Stock – Our authorized preferred stock consists of 10,000,000 shares of preferred stock with a par value of $ 0.001 , of which no shares have been issued or are outstanding. Common Stock – Our authorized common stock consists of 200,000,000 shares of common stock with a par value of $ 0.001 , of which 19,045,988 shares were issued and outstanding as of March 31, 2022 and December 31, 2021. Employee Stock Purchase Plan – On September 17, 2014, our stockholders approved our 2014 Employee Stock Purchase Plan (as amended, the “ESPP”). We recorded expense of $ 11,370 and $ 4,224 related to the ESPP for the three months ended March 31, 2022 and 2021, respectively. Warrants – The following table summarizes the warrants issued and outstanding as of March 31, 2022: Warrants Issued and Outstanding as of March 31, 2022 Date of Exercise Shares of Description Issuance Expiration 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 Stock Options – We recorded stock option expense of $ 183,419 and $ 216,958 for the three months ended March 31, 2022 and 2021, respectively. The following table summarizes the stock option activity for the three months ended March 31, 2022: Stock Options Weighted- Exercise Average Number Price Per Exercise Price of Shares Share Per Share Outstanding at December 31, 2021 3,280,585 $ 1.17 — $ 23.20 $ 2.87 Granted 58,889 $ 6.06 — $ 7.20 $ 6.33 Cancelled/Forfeited ( 667 ) $ 1.94 — $ 1.94 $ 1.94 Outstanding at March 31, 2022 3,338,807 $ 1.17 — $ 23.20 $ 2.93 Deferred Stock Units – Effective September 1, 2019, nonemployee directors can elect to receive all or a portion of their annual retainers in the form of deferred stock units (“DSUs”). The DSUs are recognized at their fair value on the date of grant. Each DSU represents the right to receive one share of our common stock following the completion of a director’s service. During the three months ended March 31, 2022, we granted 1,507 DSUs and recorded director compensation expense of $ 9,638 related to the grants. In addition, during the three months ended March 31, 2022 we recorded compensation expense of $ 54,212 , which includes an accrual of anticipated bonus expense to be paid in DSUs for certain executive employees. During the three months ended March 31, 2021, we granted 2,845 DSUs and recorded director compensation expense of $ 8,661 related to the grants. In addition, during the three months ended March 31, 2021, we granted 13,333 DSUs to executive employees and recorded compensation expense of $ 79,768 . We had 199,652 and 198,145 DSUs outstanding at March 31, 2022 and December 31, 2021, respectively. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 13. Net Income (Loss) 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, warrants and shares issued pursuant to a Consideration Agreement as discussed in Note 6. Dilutive potential securities are excluded from the computation of earnings per share if their effect is antidilutive. The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The computation of basic and diluted net income (loss) per share attributable to common stockholders is as follows: Three Months Ended March 31, 2022 2021 (Unaudited) Numerator: Net income (loss) applicable to common stockholders $ ( 2,184,309 ) $ 1,146,740 Denominator: Weighted average common shares outstanding, basic 19,244,634 18,504,993 Effect of dilutive common shares — 907,692 Weighted average common shares outstanding, diluted 19,244,634 19,412,685 Net income (loss) per share: Basic $ ( 0.11 ) $ 0.06 Diluted $ ( 0.11 ) $ 0.06 Anti-dilutive securities excluded from diluted net income (loss) per share: Stock options 75,157 984,768 Warrants — — Total anti-dilutive securities excluded from net income (loss) per share 75,157 984,768 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Presentation and Consolidation | Principles of Presentation and Consolidation The condensed consolidated financial statements included herein have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our audited financial statements for the year ended December 31, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading. The accompanying condensed consolidated financial statements reflect, in our opinion, all normal recurring adjustments necessary to present fairly our financial position at March 31, 2022 and the results of our operations and cash flows for the periods presented. We derived the December 31, 2021 condensed consolidated balance sheet data from audited financial statements; however, we did not include all disclosures required by GAAP. As QRHC, Quest, LDI, Youchange, QVC, QV One, QSS, RWS, SSG, and Sequoia each operate as environmental-based service companies, we did not deem segment reporting necessary. All intercompany accounts and transactions have been eliminated in consolidation. Interim results are subject to seasonal variations, and the results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted On January 1, 2021, we adopted Accounting Standards Update (“ASU”) 2019-12, Income Taxes – (Topic 740) , which simplifies the accounting for income taxes by removing certain exceptions and amending guidance to improve consistent application of accounting over income taxes. The adoption of the standard did not have a material effect on our consolidated financial statements. In March 2020, the Financial Accounting Standards Board (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 (Tables)
Acquisitions (Tables) - RWS [Member] | 3 Months Ended |
Mar. 31, 2022 | |
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 Capital term 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 three months ended March 31, 2021 as if the RWS acquisition had occurred at the beginning of our 2021 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. Three months ended March 31, 2021 Pro Forma (unaudited) Revenue $ 46,816,822 Net loss $ ( 523,531 ) Net loss per share - basic and diluted $ ( 0.03 ) |
Property and Equipment, Net, _2
Property and Equipment, Net, and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Components Property and Equipment, Net, and Other Assets | At March 31, 2022 and December 31, 2021, property and equipment, net, and other assets consisted of the following: March 31, December 31, 2022 2021 (Unaudited) Property and equipment, net of accumulated depreciation of $ 1,944,949 1,771,376 as of March 31, 2022 and December 31, 2021, $ 2,638,199 $ 2,542,120 Right-of-use operating lease asset 1,703,764 1,945,438 Security deposits and other assets 1,053,008 1,109,008 Property and equipment, net, and other assets $ 5,394,971 $ 5,596,566 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The components of goodwill and other intangible assets were as follows: March 31, 2022 (Unaudited) Estimated Gross Carrying Accumulated Net Finite lived intangible assets: Customer relationships 5 years $ 39,250,000 $ 3,921,354 $ 35,328,646 Software 7 years 2,075,995 1,505,820 570,175 Trademarks 7 years 2,002,869 155,366 1,847,503 Non-compete agreements 3 years 2,250,000 279,444 1,970,556 Total finite lived intangible assets $ 45,578,864 $ 5,861,984 $ 39,716,880 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 |
Schedule of Changes in Goodwill | Carrying Changes in goodwill: Goodwill balance at December 31, 2021 $ 80,621,503 Addition related to acquisition 543,397 Goodwill balance at March 31, 2022 $ 81,164,900 |
Current Liabilities (Tables)
Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Current Liabilities Disclosure [Abstract] | |
Components of Accounts Payable and Accrued Liabilities | The components of Accounts payable and accrued liabilities were as follows: March 31, December 31, 2022 2021 (Unaudited) Accounts payable $ 31,700,134 $ 26,434,732 Accrued taxes 808,326 797,394 Employee compensation 1,405,026 1,864,145 Operating lease liability - current portion 715,140 868,799 Other 233,095 230,626 $ 34,861,721 $ 30,195,696 |
Components of Other Current Liabilities | The components of Other current liabilities were as follows: March 31, December 31, 2022 2021 (Unaudited) Deferred seller consideration, current $ 1,232,434 $ 1,183,153 Deferred consideration - earn-out 1,290,000 1,290,000 Deferred revenue 4,523,374 3,722,017 $ 7,045,808 $ 6,195,170 |
Notes Payable and Other Long-_2
Notes Payable and Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Our debt obligations are as follows: Interest Rate March 31, December 31, (1) 2022 2021 (Unaudited) Monroe Term Loan (2) 7.5 % $ 62,025,000 $ 58,585,000 Green Remedies Promissory Note (3) 3.0 % 2,040,607 2,040,607 PNC ABL Facility (4) 3.0 % 7,186,580 7,234,737 Total notes payable 71,252,187 67,860,344 Less: Current portion of long-term debt ( 1,644,149 ) ( 1,329,109 ) Less: Unamortized debt issuance costs ( 2,505,235 ) ( 2,637,483 ) Less: Unamortized OID ( 365,781 ) ( 391,493 ) Less: Unamortized OID warrant ( 1,021,320 ) ( 1,093,058 ) Notes payable, net $ 65,715,702 $ 62,409,201 (1) Interest rates as of March 31, 2022 (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 Changes in Debt Issuance Costs | The table below summarizes changes in debt issuance costs. March 31, 2022 (Unaudited) Debt issuance costs Beginning balance $ 2,637,483 Financing costs deferred 45,800 Less: Amortization expense ( 178,048 ) Debt issuance costs, net of accumulated amortization $ 2,505,235 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities March 31, December 31, 2022 2021 (Unaudited) Deferred consideration - earn-out $ 781,000 $ 781,000 Operating lease liability - long-term portion 1,013,318 1,123,799 Other 4,166 4,167 $ 1,798,484 $ 1,908,966 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Future Minimum Lease Payments Required Under Office Leases | The future minimum lease payments required under our office leases as of March 31, 2022 are as follows: Amount 2022 $ 691,601 2023 470,366 2024 455,656 2025 310,354 Total lease payments 1,927,977 Less: Interest ( 199,519 ) Present value of lease liabilities $ 1,728,458 |
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 March 31, 2022 are de minimis. March 31, December 31, 2022 2021 Operating Leases: (Unaudited) Right-of-use operating lease asset: Property and equipment, net and other assets $ 1,703,764 $ 1,945,438 Lease Liabilities: Accounts payable and accrued liabilities $ 715,140 $ 868,799 Other long-term liabilities 1,013,318 1,123,799 Total operating lease liabilities $ 1,728,458 $ 1,992,598 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenue Disaggregated by Source | The following table presents our revenue disaggregated by source. Three Months Ended March 31, 2022 2021 (Unaudited) Revenue Type: Services $ 68,721,608 $ 32,704,583 Product sales and other 2,800,560 2,397,408 Total revenue $ 71,522,168 $ 35,101,991 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Warrant Activity | The following table summarizes the warrants issued and outstanding as of March 31, 2022: Warrants Issued and Outstanding as of March 31, 2022 Date of Exercise Shares of Description Issuance Expiration 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 for the three months ended March 31, 2022: Stock Options Weighted- Exercise Average Number Price Per Exercise Price of Shares Share Per Share Outstanding at December 31, 2021 3,280,585 $ 1.17 — $ 23.20 $ 2.87 Granted 58,889 $ 6.06 — $ 7.20 $ 6.33 Cancelled/Forfeited ( 667 ) $ 1.94 — $ 1.94 $ 1.94 Outstanding at March 31, 2022 3,338,807 $ 1.17 — $ 23.20 $ 2.93 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) per Share Attributable to Common Stockholders | The computation of basic and diluted net income (loss) per share attributable to common stockholders is as follows: Three Months Ended March 31, 2022 2021 (Unaudited) Numerator: Net income (loss) applicable to common stockholders $ ( 2,184,309 ) $ 1,146,740 Denominator: Weighted average common shares outstanding, basic 19,244,634 18,504,993 Effect of dilutive common shares — 907,692 Weighted average common shares outstanding, diluted 19,244,634 19,412,685 Net income (loss) per share: Basic $ ( 0.11 ) $ 0.06 Diluted $ ( 0.11 ) $ 0.06 Anti-dilutive securities excluded from diluted net income (loss) per share: Stock options 75,157 984,768 Warrants — — Total anti-dilutive securities excluded from net income (loss) per share 75,157 984,768 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Feb. 10, 2022 | Nov. 30, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||
Cash consideration | $ 3,137,758 | ||
RWS [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase price | $ 33,000,000 | ||
Cash consideration | $ 32,048,438 | ||
Independent Environmental Services Company [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 3,350,000 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Consideration Paid and Amount of Assets Acquired and Liabilities Assumed (Detail) - USD ($) | Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Sources of consideration paid: | |||
Cash | $ 3,137,758 | ||
Purchase price allocation: | |||
Goodwill | $ 81,164,900 | $ 80,621,503 | |
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 | ||
Current liabilities | (7,765,209) | ||
Assets acquired and liabilities assumed, net | 34,013,000 | ||
Other [Member] | RWS [Member] | |||
Sources of consideration paid: | |||
Business combination, consideration transferred, liabilities incurred | $ 1,964,562 |
Acquisitions - Schedule of Pu_2
Acquisitions - Schedule of Purchase Consideration Paid and Amount of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - RWS [Member] | Nov. 30, 2021USD ($) |
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) - RWS [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ 46,816,822 |
Net loss | $ (523,531) |
Net loss per share - basic and diluted | $ / shares | $ (0.03) |
Property and Equipment, Net, _3
Property and Equipment, Net, and Other Assets - Components of Property and Equipment, Net, and Other Assets (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property And Equipment Net And Other Assets [Abstract] | ||
Property and equipment, net of accumulated depreciation of $1,944,949 and $1,771,376 as of March 31, 2022 and December 31, 2021, respectively | $ 2,638,199 | $ 2,542,120 |
Right-of-use operating lease asset | 1,703,764 | 1,945,438 |
Security deposits and other assets | 1,053,008 | 1,109,008 |
Property and equipment, net, and other assets | $ 5,394,971 | $ 5,596,566 |
Property and Equipment, Net, _4
Property and Equipment, Net, and Other Assets - Components of Property and Equipment, Net, and Other Assets (Parenthetical) (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property And Equipment Net And Other Assets [Abstract] | ||
Accumulated depreciation, Property and equipment | $ 1,944,949 | $ 1,771,376 |
Property and Equipment, Net, _5
Property and Equipment, Net, and Other Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 20, 2018 | |
Property And Equipment Net And Other Assets [Line Items] | ||||
Depreciation | $ 173,573 | $ 110,136 | ||
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 | 333,667 | $ 339,667 | ||
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 | $ 72,348 | $ 68,376 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 45,578,864 | $ 42,717,287 |
Accumulated Amortization | 5,861,984 | 3,598,347 |
Net | $ 39,716,880 | $ 39,118,940 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Gross Carrying Amount | $ 39,250,000 | $ 36,820,000 |
Accumulated Amortization | 3,921,354 | 1,999,355 |
Net | $ 35,328,646 | $ 34,820,645 |
Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Gross Carrying Amount | $ 2,075,995 | $ 2,030,754 |
Accumulated Amortization | 1,505,820 | 1,416,638 |
Net | $ 570,175 | $ 614,116 |
Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Gross Carrying Amount | $ 2,002,869 | $ 1,716,533 |
Accumulated Amortization | 155,366 | 87,632 |
Net | $ 1,847,503 | $ 1,628,901 |
Non-compete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Gross Carrying Amount | $ 2,250,000 | $ 2,150,000 |
Accumulated Amortization | 279,444 | 94,722 |
Net | $ 1,970,556 | $ 2,055,278 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Changes in Goodwill (Detail) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Intangible Assets Net Including Goodwill [Abstract] | |
Goodwill balance at December 31, 2021 | $ 80,621,503 |
Addition related to acquisition | 543,397 |
Goodwill balance at March 31, 2022 | $ 81,164,900 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangibles | $ 2,263,637 | $ 365,524 | ||
Indefinite-lived intangible assets other than goodwill | 0 | |||
Goodwill | 81,164,900 | $ 80,621,503 | ||
Impairment of goodwill | $ 0 | |||
Not Deductible for Tax Purposes [Member] | ||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill | 65,700,000 | |||
Deductible for Tax Purposes [Member] | ||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 15,500,000 |
Current Liabilities - Component
Current Liabilities - Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accounts payable | $ 31,700,134 | $ 26,434,732 |
Accrued taxes | 808,326 | 797,394 |
Employee compensation | 1,405,026 | 1,864,145 |
Operating lease liability - current portion | 715,140 | 868,799 |
Other | 233,095 | 230,626 |
Accounts payable and accrued liabilities | $ 34,861,721 | $ 30,195,696 |
Current Liabilities - Compone_2
Current Liabilities - Components of Other Current Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Current [Abstract] | ||
Deferred seller consideration, current | $ 1,232,434 | $ 1,183,153 |
Deferred consideration - earn-out | 1,290,000 | 1,290,000 |
Deferred revenue | 4,523,374 | 3,722,017 |
Other current liabilities | $ 7,045,808 | $ 6,195,170 |
Current Liabilities - Additiona
Current Liabilities - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Green Remedies [Member] | OID [Member] | ||
Business Acquisition [Line Items] | ||
Deferred seller consideration unamortized amount | $ 109,691 | $ 158,972 |
Other Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Earn-out liability, current | $ 1,290,000 | $ 1,290,000 |
Notes Payable and Other Long-_3
Notes Payable and Other Long-term Liabilities - Schedule of Debt Obligations (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total notes payable | $ 71,252,187 | $ 67,860,344 |
Less: Current portion of long-term debt | (1,644,149) | (1,329,109) |
Less: Unamortized debt issuance costs | (2,505,235) | (2,637,483) |
Less: Unamortized OID | (365,781) | (391,493) |
Less: Unamortized OID warrant | (1,021,320) | (1,093,058) |
Notes payable, net | $ 65,715,702 | 62,409,201 |
Monroe Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.50% | |
Total notes payable | $ 62,025,000 | 58,585,000 |
Green Remedies Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.00% | |
Total notes payable | $ 2,040,607 | 2,040,607 |
PNC ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.00% | |
Total notes payable | $ 7,186,580 | $ 7,234,737 |
Notes Payable and Other Long-_4
Notes Payable and Other Long-term Liabilities - Schedule of Debt Obligations (Parenthetical) (Detail) | 3 Months Ended | |
Mar. 31, 2022 | 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 - Schedule of Changes in Debt Issuance Costs (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Beginning balance | $ 2,637,483 | |
Financing costs deferred | 45,800 | |
Less: Amortization expense | (178,048) | $ (88,718) |
Debt issuance costs, net of accumulated amortization | $ 2,505,235 |
Notes Payable and Other Long-_6
Notes Payable and Other Long-term Liabilities - Additional Information (Detail) - USD ($) | Oct. 19, 2020 | Aug. 05, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 2,684,250 | ||||||
Debt instrument annual interest rate | 3.00% | ||||||
Interest expense related to borrowings | $ 1,233,319 | $ 348,307 | |||||
Debt issuance cost | 3,155,156 | ||||||
Unamortized portion of debt discount | 2,505,235 | $ 2,637,483 | |||||
Interest expense related to amortization of debt issuance costs | 178,048 | 88,718 | |||||
OID [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized portion of debt discount | 1,387,101 | ||||||
Interest expense related to amortization of debt issuance costs | 146,732 | $ 122,905 | |||||
Debt discounts | 2,210,148 | ||||||
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 | $ 11,500,000 | ||||||
Revolving credit current borrowing facility, outstanding | $ 58,700,000 | ||||||
Percentage of original principal amount | 1.00% | ||||||
Maximum [Member] | Monroe Capital Credit Agreement [Member] | Delayed Draw Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility maximum principal amount | $ 12,500,000 | ||||||
Maximum [Member] | Monroe Capital Credit Agreement [Member] | Accordion Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility maximum principal amount | $ 5,300,000 | ||||||
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 | ||||||
Revolving credit current borrowing facility | 15,000,000 | ||||||
Revolving credit current borrowing facility, outstanding | $ 7,186,580 | ||||||
ABL Facility [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 3.00% | ||||||
ABL Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 0.00% | ||||||
ABL Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 0.75% | ||||||
ABL Facility [Member] | Minimum [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 1.75% | ||||||
ABL Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate | 1.25% | ||||||
ABL Facility [Member] | Maximum [Member] | LIBOR [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-_7
Notes Payable and Other Long-term Liabilities - Schedule of Other Long-Term Liabilities (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Deferred consideration - earn-out | $ 781,000 | $ 781,000 |
Operating lease liability - long-term portion | 1,013,318 | 1,123,799 |
Other | 4,166 | 4,167 |
Other long-term liabilities | $ 1,798,484 | $ 1,908,966 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | 24 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Aug. 31, 2022 | |
Lessee Lease Description [Line Items] | |||
Fixed cost operating lease expense | $ 245,000 | $ 158,000 | |
Sublease commencement period | Dec. 1, 2019 | ||
Sublease expiration, month and year | 2022-08 | ||
Sublease income, net of amortized leasing costs | $ 13,000 | ||
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 Lease (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2022 | $ 691,601 | |
2023 | 470,366 | |
2024 | 455,656 | |
2025 | 310,354 | |
Total lease payments | 1,927,977 | |
Less: Interest | (199,519) | |
Operating Lease Liability | $ 1,728,458 | $ 1,992,598 |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Assets and Liabilities Recorded on Balance Sheet (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets And Liabilities Lessee [Abstract] | ||
Right-of-use operating lease asset | $ 1,703,764 | $ 1,945,438 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Net Including Deposits Assets Noncurrent | Property Plant And Equipment Net Including Deposits Assets Noncurrent |
Operating lease liability - current portion | $ 715,140 | $ 868,799 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued liabilities | Accounts payable and accrued liabilities |
Operating lease liability - long-term portion | $ 1,013,318 | $ 1,123,799 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total operating lease liabilities | $ 1,728,458 | $ 1,992,598 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2022USD ($)Customer | Mar. 31, 2021USD ($)Customer | Dec. 31, 2021USD ($) | |
Revenue Recognition [Line Items] | |||
Revenue | $ 71,522,168 | $ 35,101,991 | |
Number of customer | Customer | 1 | 2 | |
Deferred contract costs | $ 675,000 | $ 775,000 | |
Deferred revenue | 4,523,374 | $ 3,722,017 | |
Management Fee [Member] | |||
Revenue Recognition [Line Items] | |||
Revenue | 160,320 | $ 0 | |
Selling, General and Administrative Expense [Member] | |||
Revenue Recognition [Line Items] | |||
Amortized deferred contract costs | $ 102,500 | $ 50,000 | |
Customer Concentration Risk [Member] | Sales Revenue Net [Member] | Customers [Member] | |||
Revenue Recognition [Line Items] | |||
Percentage of revenue | 16.50% | 46.90% |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated by Source (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 71,522,168 | $ 35,101,991 |
Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 68,721,608 | 32,704,583 |
Product Sales and Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 2,800,560 | $ 2,397,408 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||
Income tax expense | $ 166,815 | $ 61,833 | |
Federal corporate income tax rate | 27.00% | ||
Valuation allowance | $ 11,589,000 | $ 11,138,000 | |
Federal income tax net operating loss carry forward | $ 10,300,000 | $ 10,100,000 | |
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 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
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 | 19,045,988 |
Common stock, shares outstanding | 19,045,988 | 19,045,988 |
Stockholders' Equity - Additi_2
Stockholders' Equity - Additional Information - Employee Stock Purchase Plan (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Employee stock purchase plan expense | $ 11,370 | $ 4,224 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrants Issued and Outstanding (Detail) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Shares of Common Stock | 850,000 |
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 |
Price per warrant | $ / shares | $ 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 |
Price per warrant | $ / shares | $ 1.50 |
Shares of Common Stock | 350,000 |
Stockholders' Equity - Additi_3
Stockholders' Equity - Additional Information - Stock Options (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Stock options expense | $ 183,419 | $ 216,958 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Beginning Balance, Number of Shares | 3,280,585 | |
Granted, Number of Shares | 58,889 | |
Canceled/Forfeited, Number of Shares | (667) | |
Outstanding Ending Balance, Number of Shares | 3,338,807 | 3,280,585 |
Outstanding Beginning Balance, Weighted-Average Exercise Price Per Share | $ 2.87 | |
Granted, Weighted-Average Exercise Price Per Share | 6.33 | |
Cancelled/Forfeited, Weighted-Average Exercise Price Per Share | 1.94 | |
Outstanding Ending Balance, Weighted-Average Exercise Price Per Share | 2.93 | $ 2.87 |
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, $6.06 - $7.20 [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise Price Per Share, Minimum | 6.06 | |
Exercise Price Per Share, Maximum | 7.20 | |
Cancelled/Forfeited, $1.94 - $1.94 [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise Price Per Share, Minimum | 1.94 | |
Exercise Price Per Share, Maximum | 1.94 | |
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_4
Stockholders' Equity - Additional Information - Deferred Stock Units (Detail) - Deferred Stock Units [Member] - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 01, 2019 | |
Schedule Of Stockholders Equity [Line Items] | ||||
Number of stock unit received | 1 | |||
Deferred stock units | 1,507 | 2,845 | ||
Compensation expense related to grants | $ 54,212 | $ 79,768 | ||
DSUs outstanding | 199,652 | 198,145 | ||
Director [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Compensation expense related to grants | $ 9,638 | $ 8,661 | ||
Executive Employees [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Deferred stock units | 13,333 |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Basic and Diluted Net Income (Loss) per Share Attributable to Common Stockholders (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) applicable to common stockholders | $ (2,184,309) | $ 1,146,740 |
Denominator: | ||
Weighted average common shares outstanding, basic | 19,244,634 | 18,504,993 |
Effect of dilutive common shares | 907,692 | |
Weighted average common shares outstanding, diluted | 19,244,634 | 19,412,685 |
Net income (loss) per share applicable to common stockholders | ||
Basic | $ (0.11) | $ 0.06 |
Diluted | $ (0.11) | $ 0.06 |
Anti-dilutive securities excluded from diluted net income (loss) per share: | ||
Anti-dilutive securities excluded from diluted net income (loss) per share | 75,157 | 984,768 |
Stock options [Member] | ||
Anti-dilutive securities excluded from diluted net income (loss) per share: | ||
Anti-dilutive securities excluded from diluted net income (loss) per share | 75,157 | 984,768 |