Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 14, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K/A | ' | ' |
Amendment Flag | 'true | ' | ' |
Amendment Description | 'The sole purpose of amending the interactive data is to update the value of the Entity Voluntary Filers tag in the Document and Entity Information to Yes. | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
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 Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 95,837,766 | ' |
Entity Public Float | ' | ' | $29,951,729 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $2,676,984 | $485,728 |
Accounts receivable, less allowance for doubtful accounts of $319,735 and $7,398 as of December 31, 2013 and 2012, respectively | 20,849,140 | 174,013 |
Inventory | 3,251 | 4,292 |
Prepaid expenses and other assets | 401,537 | 38,019 |
Total current assets | 23,930,912 | 702,052 |
Property and equipment, net | 645,485 | 156,688 |
Goodwill | 58,337,290 | ' |
Intangible assets, net | 17,636,964 | 128,800 |
Investment in Quest Resource Management Group, LLC | ' | 4,047,615 |
Security deposits and other assets | 95,892 | 226,794 |
Total assets | 100,646,543 | 5,261,949 |
Current liabilities: | ' | ' |
Line of credit | 2,750,000 | ' |
Accounts payable | 23,589,755 | 316,597 |
Accrued liabilities | 2,673,770 | 648,153 |
Deferred revenue | 234,899 | 166,362 |
Long-term debt and capital lease obligations-current portion | 16,096 | 72,128 |
Convertible notes payable-short term, net of discount of nil and $33,394 as of December 31, 2013 and 2012, respectively | 25,000 | 99,106 |
Total current liabilities | 29,289,520 | 1,302,346 |
Long-term capital lease obligations, less current maturities | 33,067 | ' |
Long-term senior secured convertible notes-related parties, net of discount $4,656,934 and $1,313,897 as of December 31, 2013 and 2012, respectively | 17,343,066 | 686,103 |
Warrant liability | ' | 20,233,338 |
Total liabilities | 46,665,653 | 22,221,787 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of December 31, 2013 and 2012 | ' | ' |
Common stock, $0.001 par value, 200,000,000 and 100,000,000 shares authorized, 95,814,565 and 58,040,230 shares issued and outstanding as of December 31, 2013 and 2012, respectively | 95,815 | 58,040 |
Additional paid-in capital | 119,410,777 | 30,708,473 |
Accumulated deficit | -65,525,702 | -47,726,351 |
Total stockholders' equity (deficit) | 53,980,890 | -16,959,838 |
Total liabilities and stockholders' equity (deficit) | $100,646,543 | $5,261,949 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts receivable | $319,735 | $7,398 |
Convertible notes payable - short term, discount | ' | 33,394 |
Long term senior secured convertible note - related party, discount | $4,656,934 | $1,313,897 |
Preferred stock, par value | $0.00 | $0.00 |
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 | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 100,000,000 |
Common stock, shares issued | 95,814,565 | 58,040,230 |
Common stock, shares outstanding | 95,814,565 | 58,040,230 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenue | $67,504,540 | $1,145,637 |
Cost of revenue | 62,430,670 | 36,021 |
Gross profit | 5,073,870 | 1,109,616 |
Operating expenses: | ' | ' |
Selling, general and administrative | 12,675,261 | 6,848,782 |
Depreciation and amortization | 1,817,802 | 68,576 |
Loss (gain) on sale of assets | -14,472 | 406 |
Gain on equity interest in Quest Resource Management Group, LLC | -23,449,372 | ' |
Impairment of goodwill | 26,850,039 | 17,636,569 |
Total operating expenses | 17,879,258 | 24,554,333 |
Operating loss | -12,805,388 | -23,444,717 |
Other (expense): | ' | ' |
Interest expense | -4,196,279 | -996,924 |
Valuation expense-common stock warrants | ' | -1,490,812 |
Financing cost for senior convertible note-related parties | -1,465,000 | -17,242,526 |
Total other expense, net | -5,661,279 | -19,730,262 |
Loss before taxes and equity income | -18,466,667 | -43,174,979 |
Equity in Quest Resource Management Group, LLC income | 667,316 | 1,964,540 |
Loss before taxes | -17,799,351 | -41,210,439 |
Income tax expense | ' | 941,054 |
Net loss | -17,799,351 | -42,151,493 |
Net loss applicable to common stockholders | ($17,799,351) | ($42,151,493) |
Net loss per share | ' | ' |
Basic and Diluted | ($0.23) | ($0.74) |
Weighted average number of common shares outstanding | ' | ' |
Basic and Diluted | 77,055,327 | 56,988,497 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit[Member] |
Beginning Balance at Dec. 31, 2011 | ($3,323,359) | $46,848 | $2,204,651 | ($5,574,858) |
Beginning Balance, Shares at Dec. 31, 2011 | ' | 46,847,631 | ' | ' |
Stock-based compensation expense | 1,661,673 | ' | 1,661,673 | ' |
Discount senior secured convertible note | 500,000 | ' | 500,000 | ' |
Related party notes and interest conversions | 6,389,042 | 835 | 6,388,207 | ' |
Related party notes and interest conversions, shares | ' | 835,409 | ' | ' |
Deferred compensation converted to stock | 260,000 | 111 | 259,889 | ' |
Deferred compensation converted to stock, Shares | ' | 110,490 | ' | ' |
Mezzanine financing reclassified to equity | 1,375,933 | 687 | 1,375,246 | ' |
Mezzanine financing reclassified to equity, Shares | ' | 687,051 | ' | ' |
Rights offering, net of financing costs | 414,300 | 491 | 413,809 | ' |
Rights offering, net of financing costs, Shares | ' | 491,430 | ' | ' |
Common stock issued for loan fees | 117,000 | 138 | 116,862 | ' |
Common stock issued for loan fees, Shares | ' | 138,112 | ' | ' |
Shares issued to effect reverse merger | 17,332,975 | 8,666 | 17,324,309 | ' |
Shares issued to effect reverse merger, Shares | ' | 8,666,488 | ' | ' |
Common stock issued for services | 249,025 | 108 | 248,917 | ' |
Common stock issued for services, Shares | ' | 108,083 | ' | ' |
Note conversions and discounts | 215,066 | 156 | 214,910 | ' |
Note conversions and discounts, Shares | ' | 155,536 | ' | ' |
Net loss | -42,151,493 | ' | ' | -42,151,493 |
Ending Balance at Dec. 31, 2012 | -16,959,838 | 58,040 | 30,708,473 | -47,726,351 |
Ending Balance, Shares at Dec. 31, 2012 | ' | 58,040,230 | ' | ' |
Stock-based compensation expense | 2,194,390 | ' | 2,194,390 | ' |
Discount senior secured convertible note | 6,500,000 | ' | 6,500,000 | ' |
Shares issued to effect reverse merger | 55,000,000 | ' | ' | ' |
Common stock issued for services | 198,858 | 69 | 198,789 | ' |
Common stock issued for services, Shares | 69,017 | 69,017 | ' | ' |
Common stock issued for Quest Resource Management Group, LLC | 55,000,000 | 22,000 | 54,978,000 | ' |
Common stock issued for Quest Resource Management Group, LLC, Shares | 22,000,000 | 22,000,000 | ' | ' |
Note conversions and discounts | 3,148,493 | 8,473 | 3,140,020 | ' |
Note conversions and discounts, Shares | 8,472,539 | 8,472,539 | ' | ' |
Warrant conversions | 21,698,338 | 7,233 | 21,691,105 | ' |
Warrant conversions, Shares | ' | 7,232,779 | ' | ' |
Net loss | -17,799,351 | ' | ' | -17,799,351 |
Ending Balance at Dec. 31, 2013 | $53,980,890 | $95,815 | $119,410,777 | ($65,525,702) |
Ending Balance, Shares at Dec. 31, 2013 | ' | 95,814,565 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($17,799,351) | ($42,151,493) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 209,375 | 68,576 |
Amortization of intangibles | 1,608,427 | ' |
Amortization of debt discount and deferred financing costs | 3,297,522 | 754,396 |
Loss on sale/disposition of property and equipment | -9,246 | 406 |
Equity in Quest Resource Management Group, LLC income | -667,316 | -1,964,540 |
Deferred income taxes | ' | 932,700 |
Provision for doubtful accounts | 89,005 | 7,398 |
Stock-based compensation | 2,393,248 | 1,904,698 |
Valuation expense common stock warrants | ' | 1,490,812 |
Financing costs for senior convertible note-related parties | 1,465,000 | 17,242,526 |
Gain on equity interest in Quest Resource Management Group, LLC | -23,449,372 | ' |
Impairment of goodwill | 26,850,039 | 17,636,569 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -5,246,794 | -105,932 |
Inventory | 1,041 | 123 |
Prepaid expenses and other assets | 35,896 | -26,238 |
Prepaid income tax | 5,108 | 84,460 |
Security deposits and other assets | 80,205 | 3,684 |
Accounts payable | 5,274,322 | -26,160 |
Accrued liabilities | 1,350,919 | 293,686 |
Deferred revenue | 68,537 | -77,884 |
Accrued interest-related parties | ' | 112,145 |
Net cash used in operating activities | -4,443,435 | -3,820,068 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -65,107 | -14,760 |
Proceeds from sale of property and equipment | 22,788 | 100 |
Proceeds from reverse merger with YouChange | ' | 25,269 |
Acquisition of customer lists | -150,000 | ' |
Acquisition of cash - Quest Resource Management Group, LLC | 4,235,671 | ' |
Distributions received from Quest Resource Management Group, LLC | 1,114,304 | 674,497 |
Net cash provided by investing activities | 5,157,656 | 685,106 |
Cash flows from financing activities: | ' | ' |
Proceeds from senior related party secured convertible note | 1,000,000 | 2,000,000 |
Proceeds from line of credit | 500,000 | ' |
Proceeds (repayments) of notes payable | 33,067 | -3,333 |
Repayments capital lease obligations | -56,032 | -55,795 |
Proceeds from issuance of stock | ' | 416,300 |
Financing costs | ' | -10,500 |
Net cash provided by financing activities | 1,477,035 | 2,346,672 |
Net increase (decrease) in cash and cash equivalents | 2,191,256 | -788,290 |
Cash and cash equivalents at beginning of period | 485,728 | 1,274,018 |
Cash and cash equivalents at end of period | $2,676,984 | $485,728 |
The_Company_and_Description_of
The Company and Description of Business and Future Liquidity Needs | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
The Company and Description of Business and Future Liquidity Needs | ' | ||||||||
1. The Company and Description of Business and Future Liquidity Needs | |||||||||
The accompanying consolidated financial statements include the accounts of Quest Resource Holding Corporation (“QRHC”), formerly Infinity Resources Holdings Corp., and its subsidiaries, Earth911, Inc. (“Earth911”), Quest Resource Management Group, LLC (“Quest”), Landfill Diversion Innovations, LLC, and Youchange, Inc. (“YouChange”) (collectively, “QRHC”, the “Company”, “we”, “us” or “our company”). | |||||||||
On October 17, 2012, immediately prior to closing a merger transaction with Earth911, we filed Amended and Restated Articles of Incorporation to (i) change our name to Infinity Resources Holdings Corp., (ii) increase the shares of common stock authorized for issuance to 100,000,000, (iii) authorize a total of 10,000,000 shares of preferred stock to be designated in series or classes as our board of directors may determine, (iv) effect a 1-for-5 reverse split of our common stock, and (v) divide our board of directors into three classes, as nearly equal in number as possible. On October 17, 2012, we closed the merger transaction (the “Earth911 Merger”) to acquire Earth911 as a wholly owned subsidiary and experienced a change in control in which the former stockholders of Earth911 acquired control of our company. Pursuant to the terms of the merger with Earth911, all outstanding common stock of Earth911 (the “Earth911 Shares”) was exchanged for shares of our common stock at a conversion ratio such that the former stockholders of Earth911 would hold an aggregate of 85% of our issued and outstanding common stock. Therefore, the merger for accounting purposes is considered a reverse merger, with Earth911 treated as the accounting acquirer. In addition, all outstanding Earth911 options and warrants were exchanged and converted into options and warrants for the purchase of our common stock. Pursuant to this conversion ratio, we subsequently (i) issued 49,110,123 shares of our common stock in exchange for the Earth911 Shares, (ii) reserved for issuance an aggregate of 1,831,115 shares issuable upon the exercise of the Earth911 options, and (iii) reserved for issuance an aggregate of 8,786,689 shares issuable upon the exercise of the Earth911 warrants. On December 11, 2012, our board of directors approved a change to our fiscal year end from June 30 to December 31. | |||||||||
On July 16, 2013, we acquired the membership interests of Quest held by Quest Resource Group LLC (“QRG”), comprising 50% of Quest (the “Quest Interests”). Our wholly owned subsidiary, Earth911, held the remaining 50% membership interest of Quest for several years, which is included in these financial statements as Investment in Quest Resource Management Group LLC, an equity method investment. Upon acquisition of the Quest Interests, we assigned the Quest Interests to Earth911 so that Earth911 now owns Quest. We consolidated Quest in these financial statements from July 16, 2013 to December 31, 2013. | |||||||||
On October 28, 2013, we changed our name to Quest Resource Holding Corporation, increased our shares of common stock authorized for issuance to 200,000,000, and changed our trading symbol to “QRHC.” | |||||||||
Operations – We are an environmental solutions company that serves as a single-source provider of full service recycling and waste stream management solutions, as well as environmental program services and information. We offer innovative, cost-effective, one-stop reuse, recycling, and waste disposal management programs designed to provide regional and national customers with a single point of contact for managing a variety of recyclables and disposables. We also own the Earth911.com website, offering original online environmental related content about reuse, recycling, and disposal of waste and recyclables, and we own a comprehensive online database of local recycling and proper disposal options. As of October 28, 2013, our principal offices are located in Frisco, Texas. | |||||||||
Liquidity – During 2013, we restructured and relocated operations of Earth911 and YouChange to reduce future operating expenses and streamline management. We expect that the acquisition of the Quest Interests will provide increased cash flow from operations. In addition, we plan to increase working capital by increasing sales, maintaining efficient operating expenses, and through other initiatives. In addition, our note payable obligations are contingent upon our cash flow requirements. | |||||||||
Pro forma Year Ended December 31, 2013 and 2012 Operating Results – As discussed above and in Note 10 to these financial statements, we previously accounted for Quest as an equity investment. On July 16, 2013, we acquired the remaining 50% membership interests of Quest, and now hold 100% of the membership interests of Quest. The accompanying financial statements consolidate the results of operations of Quest from the date of acquisition. | |||||||||
The following table summarizes our pro forma consolidated operating results for the years ended December 31, 2013 and 2012, assuming Quest had been a wholly owned subsidiary and 100% of Quest’s operations were included in the relevant periods: | |||||||||
Pro forma | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Consolidated operating statement information: | |||||||||
Net sales | $ | 136,361,242 | $ | 131,767,312 | |||||
Gross profit | 11,427,971 | 14,043,955 | |||||||
Income (loss) from operations | (11,798,709 | ) | (19,439,334 | ) | |||||
Net income (loss) | (17,128,720 | ) | (40,232,245 | ) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||
Principals of Presentation, Consolidation and Reclassifications | |||||||||||||
The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“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, 2013 and 2012, as well as the equity method accounting for its investment in Quest through July 15, 2013. | |||||||||||||
The Earth911 Merger, which closed on October 17, 2012, was deemed to be a reverse merger, with Earth911 as the accounting acquirer. As such, the operating activity of QRHC is consolidated into these consolidated financial statements for the year ended December 31, 2013, and included for the period after October 17, 2012 for the year ended December 31, 2012. Therefore, the accompanying financial statements include (i) the operating activity of QRHC for the period October 17, 2012 to December 31, 2013; (ii) the operating activities for Earth911 for the years ended December 31, 2013 and 2012 along with the equity method of accounting for our investment in Quest through July 16, 2013; and (iii) the operating activity of Quest subsequent to our acquisition of the Quest Interests on July 16, 2013 through December 31, 2013. | |||||||||||||
Through July 16, 2013, Quest was deemed to be a separate operating unit from Infinity and as such, there were no intercompany transactions that required elimination at that time. All other intercompany accounts and transactions have been eliminated in consolidation, including transactions between QRHC and Quest subsequent to July 16, 2013. Certain reclassifications have been made to prior year balances to conform to the current year presentation. | |||||||||||||
As Quest, Earth911, and YouChange are deemed to be operating as ecology based green service companies, no segment reporting was deemed 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 collectability of accounts receivable, depreciable lives of fixed assets, accruals, assumptions used in the valuation and recognition of share-based payments and warrant liability, the realization of goodwill and intangible assets, deferred tax assets, the equity method investment in Quest, and the application of accounting for the senior secured convertible notes, all of which are discussed in their respective notes to the consolidated financial statements. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenue Recognition – We recognize revenue only when all of the following criteria have been met: | |||||||||||||
• | persuasive evidence of an arrangement exists; | ||||||||||||
• | delivery has occurred or services have been rendered; | ||||||||||||
• | the fee for the arrangement is fixed or determinable; and | ||||||||||||
• | collectability is reasonably assured. | ||||||||||||
Persuasive Evidence of an Arrangement – We document all terms of an arrangement in a quote signed or confirmed by the customer prior to recognizing revenue. | |||||||||||||
Delivery Has Occurred or Services Have Been Performed – We perform all services or deliver all products prior to recognizing revenue. Services are deemed to be performed when the services are complete. | |||||||||||||
The Fee for the Arrangement is Fixed or Determinable – Prior to recognizing revenue, a customer’s fee is either fixed or determinable under the terms of the quote or accepted customer purchase order. | |||||||||||||
Collectability Is Reasonably Assured – We assess collectability on a customer by customer basis based on criteria outlined by management. | |||||||||||||
Quest provides businesses with management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their business. Quest utilizes third-party subcontractors to execute the collection, transport, and recycling or disposal of used motor oil, oil filters, scrap tires, cooking oil, and expired food products. We evaluate the criteria outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-45, Revenue Recognition—Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of service revenue and related costs or the net amount earned as management fees. Generally, when Quest is primarily obligated in a transaction, has latitude in establishing prices and selecting suppliers, has credit risk, or has several but not all of these indicators, revenue is recorded gross and amounts collected from customers for sales tax are recorded on a net basis. In a situation in which Quest is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, we would record the net amounts as management fees earned. Currently, we have no contracts accounted for as management fees. | |||||||||||||
Earth911 revenue primarily represents licensing fees that are recognized ratably over the term of the license. We derive some revenue from advertising contracts, which is also recognized ratably, over the term that the advertisement appears on our website. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
We consider all highly liquid instruments with a remaining 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. Credit is extended based on evaluation of each customer’s financial condition and is generally unsecured. Accounts receivable are typically due within 30 days and are stated net of an allowance for doubtful accounts in the consolidated balance sheet. Accounts are considered 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 credit-worthiness 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. Payments subsequently received on such receivables are credited to bad debt expense in the period the payment is received. | |||||||||||||
As of December 31, 2013 and 2012, an allowance of $319,735 and $7,398, respectively, had been established for potentially uncollectible accounts receivable. We record delinquent finance charges on outstanding accounts receivables only if they are collected. | |||||||||||||
The changes in our allowance for doubtful accounts for the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||
Years ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Beginning balance | $ | 7,398 | $ | — | |||||||||
Allowance from Quest acquisition | 263,887 | ||||||||||||
Bad debt expense, net of recoveries | 62,017 | 7,398 | |||||||||||
Uncollectible accounts written off | (13,567 | ) | — | ||||||||||
Ending balance | $ | 319,735 | $ | 7,398 | |||||||||
Inventories | |||||||||||||
Inventories consist of used consumer electronics and computer devices and are stated at the lower of cost (average cost method which approximates first-in, first-out) or market. We determine cost based on our estimate of the “collection” value of each item, which is what we then pay the supplier. We establish reserves for inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market, we consider such factors as the amount of inventory on hand, estimated time required to sell such inventory and current and expected market conditions. We recorded no provisions for inventory obsolescence as of December 31, 2013 and 2012. | |||||||||||||
Fair Value Measurements | |||||||||||||
ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell 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 is 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. | |||||||||||||
Fair value accounting has been applied to the valuation of stock-based compensation, warrants issued, intangible assets, and goodwill. | |||||||||||||
Stock Options - We estimate the fair value of stock options on grant date in accordance with ASC Topic 718 using the Black-Scholes-Merton valuation model. Significant Level 3 assumptions used in the calculation are as follows: | |||||||||||||
• | Expected term is determined 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; | ||||||||||||
• | Expected volatility is measured using the historical changes in the market price of our common stock, disregarding identifiable periods of time in which share price was extraordinarily volatile due to certain events that are not expected to recur during the expected term; | ||||||||||||
• | Risk-free interest rate is used to approximate the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and | ||||||||||||
• | Forfeitures are based on the history of cancellations of options granted by us and our analysis of potential future forfeitures. | ||||||||||||
Warrants - We estimate fair value of the warrant liability using Level 3 inputs for the initial valuation of the warrants using the Black-Scholes-Merton valuation model. The March 29, 2013 cashless exercise value was calculated using Level 1 and 3 inputs from the exercise of all warrants that were exercisable on that date and the quoted common stock market price. See Note 9. | |||||||||||||
Goodwill - The fair value of the reporting unit used in the goodwill impairment analysis performed in the current year was determined assuming the suspension of funding of future development activities of the reporting unit and anticipated continuing negative cash flows from operations. These were determined to be level 3 inputs. | |||||||||||||
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 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 to be disposed of, if any, at the lower of the carrying amount or fair value less costs to sell. Depreciation expense for the years ended December 31, 2013 and 2012 amounted to $209,375 and $68,576, respectively. | |||||||||||||
The useful lives of property and equipment for purposes of computing depreciation are as follows: | |||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||
Office furniture and equipment | 5 to 7 years | ||||||||||||
Leasehold improvements | 5 to 7 years | ||||||||||||
We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If we consider such assets to be impaired, we measure the impairment recognized by the amount by which the carrying amount of the assets exceeds the fair value of the assets. We determine fair value based on discounted cash flows or appraised values, depending on the nature of the asset. | |||||||||||||
Impairment of Long-Lived Assets | |||||||||||||
We analyze assets that are held and used for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and period at least at each balance sheet date. The effects of any revision are recorded 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 carry assets held for sale, if any, at the lower of carrying amount or fair value less selling costs. We did not recognize impairment charges for long-lived assets during 2013 and 2012. | |||||||||||||
Goodwill | |||||||||||||
The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquired over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill. We do not amortize goodwill; however, we annually, or whenever there is an indication that goodwill may be impaired, 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 as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. 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, as well as overall financial performance. After evaluating these qualitative factors, an impairment loss was recorded in 2012 and 2013 because the carrying amount of the reporting unit’s assets exceeded the fair value determined. Future increases in the fair value amount will not result in an adjustment to the impairment loss recorded in our consolidated financial statements. See Note 18 regarding the impairment of goodwill recognized during 2013 and 2012. | |||||||||||||
Net Loss Per Share | |||||||||||||
We compute basic net loss per share by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The calculation of basic loss per share gives retroactive effect to the recapitalization related to our reverse acquisition of Earth911. We have other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both 2013 and 2012 would be dilutive. These potentially dilutive securities include options, warrants, and convertible promissory notes (see Note 15), and total 15,164,789 shares at December 31, 2013, and 17,270,346 shares at December 31, 2012. | |||||||||||||
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 (“FDIC”) insured level per institution. Cash balances on deposit have exceeded federally insured limits; however, we have never experienced any losses related to these balances. | |||||||||||||
We sell our products and services primarily to consumers, advertisers, and businesses without requiring collateral; however, we routinely assess the financial condition of our customers and maintain allowances for anticipated losses. The following table discloses the number of customers that accounted for more than 10% of our annual revenue and related receivable balances: | |||||||||||||
Customers Exceeding 10% | |||||||||||||
of Revenue | |||||||||||||
Year | Number of | Revenue | Accounts Receivable | ||||||||||
Customers | Combined Percent | Combined Percent | |||||||||||
2013 | 1 | 76 | % | 31 | % | ||||||||
2012 | 1 | 89 | % | 71 | % | ||||||||
We believe we have no significant credit risk in excess of recorded reserves. | |||||||||||||
Investment in Quest | |||||||||||||
We account for investee companies that are not consolidated, but over which we exercise significant influence, under the equity method of accounting. Whether or not we exercise significant influence with respect to an investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Prior to July 17, 2013, we accounted for the investment in Quest under the equity method of accounting, in which the investee company’s accounts are not consolidated within our consolidated balance sheet and statement of operations. Our share of earnings or losses of the investee company is reflected in the caption “Equity in Quest Resource Management Group, LLC income” in our consolidated statement of operations. Our carrying value in an equity method investee company is reflected in the caption “Investment in Quest Resources Management Group, LLC” in our consolidated balance sheet. Subsequent to our acquisition of the Quest Interests, the operational activity and the balance sheet are consolidated with QRHC. | |||||||||||||
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. All tax positions are first analyzed 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, the tax benefit is measured 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 the penalty was not recognized in the period when the position was initially taken, the expense is recognized 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, 2013 and 2012, advertising expense totaled $29,440 and $108,590, respectively. | |||||||||||||
Stock-Based Compensation | |||||||||||||
We expense all share-based grants to employees, including grants of employee stock options, based on their estimated fair values at grant date, in accordance with ASC Topic 718. We record compensation expense for stock options over the vesting period using the estimated fair value on the date of grant, as calculated using the Black-Scholes-Merton model. We classify all share-based awards as equity instruments and recognize the vesting of the awards ratably over their respective terms. See Note 14 for a description of our share-based compensation plan and information related to awards granted under the plan. | |||||||||||||
Reverse Acquisition | |||||||||||||
We have accounted for the reverse acquisition of Earth911 discussed above in accordance with ASC Subtopics 805-40 (Reverse Acquisitions). The 8,666,488 shares (post-split) of QRHC outstanding immediately prior to the reverse acquisition represent the consideration transferred for the Earth 911 Merger. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2013 | |
Inventory Disclosure [Abstract] | ' |
Inventories | ' |
3. Inventories | |
As of December 31, 2013 and 2012, finished goods inventories were $3,251 and $4,292, respectively, consisting of composite heaters at December 31, 2013 and used consumer electronics and computer devices at December 31, 2012, with no reserve for inventory obsolescence at either date. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
4. Property and Equipment | |||||||||
At December 31, 2013 and December 31, 2012, property and equipment consisted of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Vehicles | $ | 544,984 | $ | — | |||||
Computer equipment | 790,987 | 157,305 | |||||||
Office furniture and fixtures | 239,662 | 209,026 | |||||||
Machinery and equipment | 458,257 | — | |||||||
Leasehold improvements | 12,363 | 6,261 | |||||||
2,046,253 | 372,592 | ||||||||
Less: accumulated depreciation | (1,400,768 | ) | (215,904 | ) | |||||
$ | 645,485 | $ | 156,688 | ||||||
We lease certain office furniture and fixtures under agreements that are classified as capital leases. The cost of equipment under these capital leases was $49,163 and $187,357 at December 31, 2013 and December 31, 2012, respectively, and is included in the consolidated financial statements as property and equipment. Accumulated depreciation of the leased equipment at December 31, 2013 and December 31, 2012 was $1,402 and $85,326, respectively. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
5. Intangible Assets | |||||||||||||||||
The components of intangible assets are as follows: | |||||||||||||||||
December 31, 2013 | Estimated | Gross Carrying | Accumulated | Net | |||||||||||||
Useful Life | Amount | Amortization | |||||||||||||||
Finite lived intangible assets: | |||||||||||||||||
Customer relationships | 5 years | $ | 12,720,000 | $ | 1,166,000 | $ | 11,554,000 | ||||||||||
Trademarks | 7 years | 6,230,000 | 407,917 | 5,822,083 | |||||||||||||
Patents | 7 years | 230,683 | 216,951 | 13,732 | |||||||||||||
Customer lists | 5 years | 307,153 | 60,004 | 247,149 | |||||||||||||
Total intangible assets | $ | 19,487,836 | $ | 1,850,872 | $ | 17,636,964 | |||||||||||
Goodwill | Indefinite | $ | 58,337,290 | $ | 58,337,290 | ||||||||||||
We compute amortization using the straight-line method over the estimated useful lives of the assets. The amortization expense related to intangible assets subsequent to July 16, 2013 is $1,608,426 for the period ending December 31, 2013. We expect amortization expense to be approximately $3.5 million in the years ending 2014 through 2017 and approximately $2.1 million in the year ending 2018. We have no indefinite-lived intangible assets other than goodwill. The goodwill is not deductible for tax purposes. | |||||||||||||||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||
6. Accrued Expenses and Other Current Liabilities | |||||||||
Accrued expenses and other current liabilities consisted of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Compensation | $ | 1,114,252 | $ | 191,393 | |||||
Deferred rent obligation | 930,274 | 138,926 | |||||||
Sales and use tax | 484,134 | — | |||||||
Professional fees | 40,241 | 302,818 | |||||||
Insurance | 48,663 | — | |||||||
Accrued interest and other | 56,206 | 15,016 | |||||||
$ | 2,673,770 | $ | 648,153 | ||||||
Line_of_Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Line of Credit | ' |
7. Line of Credit | |
On December 15, 2010, Quest entered into a Revolving Credit Note and Loan Agreement with Regions Bank (“Regions”), a national banking association. This agreement provides Quest with a loan facility up to $10,000,000 for working capital with advances generally limited to 60% of eligible accounts receivable from Quest’s largest customer and 85% of all other eligible accounts receivable. The interest on the outstanding principal amount accrues daily and is payable monthly based on a fluctuating interest rate per annum, which is the base rate plus 1.50% (4.75% as of December 31, 2013). The base rate for any day is the greater of (a) the Federal funds rate plus one-half of 1%, (b) Region’s published effective prime rate, or (c) the Eurodollar rate for such day based on an interest period of one month. To secure the amounts due under the agreement, Quest granted Regions a security interest in all of its assets. Quest had $2,750,000 outstanding and approximately $7,250,000 available to be borrowed as of December 31, 2013. As of March 15, 2013, Quest and Regions have made amendments to the loan to extend the term to June 13, 2014. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Notes Payable | ' | ||||||||
8. Convertible Notes Payable | |||||||||
The activity from the date of the merger, October 17, 2012, to December 31, 2013 for convertible notes payable related to YouChange is summarized in the following paragraphs. During the year ended December 31, 2012, $142,218 of principal and $7,747 of interest were converted into 118,038 shares of our common stock. During the year ended December 31, 2013, $107,500 of principal and $6,493 of interest were converted into 89,942 shares of our common stock. As of December 31, 2012, the outstanding convertible notes payable and associated accrued interest described below were converted into a total of approximately 108,680 shares of our common stock. As of December 31, 2013, the outstanding convertible notes payable and associated accrued interest described below were convertible into a total of approximately 22,841 shares of our common stock. | |||||||||
The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion. | |||||||||
The following convertible notes payable were outstanding as of December 31, 2013 and 2012: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Convertible note payable to unrelated parties, issuance date of October 2011 | $ | — | $ | 10,000 | |||||
Convertible note payable to unrelated parties, issuance date of April 2012 | — | 5,000 | |||||||
Convertible note payable to unrelated parties, issuance date of August 2012 | — | 10,000 | |||||||
Convertible note payable to unrelated parties, issuance date of September 2012 | — | 10,000 | |||||||
Convertible note payable to unrelated parties, issuance date of September 2012 | — | 12,500 | |||||||
Convertible note payable to unrelated parties, issuance date of September 2012 | 25,000 | 25,000 | |||||||
Convertible note payable to unrelated parties, issuance date of October 2012 | — | 25,000 | |||||||
Convertible note payable to unrelated parties, issuance date of October 2012 | — | 10,000 | |||||||
Convertible note payable to unrelated parties, issuance date of October 2012 | — | 25,000 | |||||||
Total convertible notes payable—short term | 25,000 | 132,500 | |||||||
Less: unamortized discounts due to beneficial conversions features | — | (33,394 | ) | ||||||
Total convertible notes payable—short term, net of discounts | $ | 25,000 | $ | 99,106 | |||||
Further details for the outstanding notes payable are as follows: | |||||||||
• | During October 2011, we issued for cash a $10,000 convertible note to an unrelated, accredited third party. The note matured three months from the date of issuance and was extended for an additional 30 days. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $5,200 for this convertible note. The holder converted the note and its accrued interest during the year ended December 31, 2013 into 9,278 shares of common stock. | ||||||||
• | During April 2012, we issued for cash a $5,000 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance and was extended for an additional 30 days. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.75 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,712 for this convertible note. The holder converted the note and its accrued interest during the year ended December 31, 2013 into 3,130 shares of common stock. | ||||||||
• | During August 2012, we issued for cash a $10,000 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance but could be extended for an additional 30 days at our discretion. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $6,400 for this convertible note. The holder converted the note and its accrued interest during the year ended December 31, 2013 into 8,460 shares of common stock. | ||||||||
• | During September 2012, we issued for cash a $10,000 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance but could be extended for an additional 30 days at our discretion. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $8,600 for this convertible note. The holder converted the note and its accrued interest during the year ended December 31, 2013 into 8,339 shares of common stock. | ||||||||
• | During September 2012, we issued for cash a $12,500 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance but could be extended for an additional 30 days at our discretion. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $10,750 for this convertible note. The holder converted the note and its accrued interest during the year ended December 31, 2013 into 10,418 shares of common stock. | ||||||||
• | During September 2012, we issued for cash a $25,000 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance but could be extended for an additional 30 days at our discretion. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $17,500 for this convertible note. Although this note was past its maturity at December 31, 2013 and 2012, the holder converted the note and its accrued interest subsequent to December 31, 2013 into 23,201 shares of common stock. | ||||||||
• | During October 2012, we issued for cash a $25,000 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance but could be extended for an additional 30 days at our discretion. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $11,000 for this convertible note. During the period ended September 30, 2013, the holder converted the note and its accrued interest into 21,031 shares of common stock. | ||||||||
• | During October 2012, we issued for cash a $10,000 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance but could be extended for an additional 30 days at our discretion. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,400 for this convertible note. During the year ended December 31, 2013, the holder converted the note and its accrued interest into 8,292 shares of common stock. | ||||||||
• | During October 2012, we issued for cash a $25,000 convertible note to an unrelated, accredited third party. The note matured six months from the date of issuance but could be extended for an additional 30 days at our discretion. The note bore interest at a rate of 10.0% per annum and was convertible at any time, with accrued interest, at the discretion of the investor into shares of our common stock at a rate of $1.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $13,000 for this convertible note. During the period ended September 30, 2013, the holder converted the note and its accrued interest into 20,994 shares of common stock. |
LongTerm_Debt_and_Capital_Leas
Long-Term Debt and Capital Lease Obligations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long-Term Debt and Capital Lease Obligations | ' | ||||||||
9. Long-Term Debt and Capital Lease Obligations | |||||||||
At December 31, 2013 and December 31, 2012, total long-term debt outstanding consisted of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Senior secured convertible notes payable to a related party, 9% interest due monthly in arrears, converted July 16, 2013 (Net of discount of nil and $1,313,897 as of December 31, 2013 and 2012, respectively) | — | 686,103 | |||||||
Secured convertible notes payable to related parties, 7% interest due monthly in arrears, due July 2016, repayment provisions discussed further below (Net of discount of $4,656,934 and nil as of December 31, 2013 and 2012, respectively) | 17,343,066 | — | |||||||
Capital lease obligations, imputed interest at 4.75 to 46.0%, with monthly payments of $1,507 and $8,540, through November 2016 and December 2013, secured by computer equipment and office furniture, respectively | 49,163 | 72,128 | |||||||
Total | 17,392,229 | 758,231 | |||||||
Less: current maturities | (16,096 | ) | (72,128 | ) | |||||
Long-term portion | $ | 17,376,133 | $ | 686,103 | |||||
Stockbridge Senior Secured Convertible Note - On March 22, 2012, Earth911 entered into a securities purchase agreement with Stockbridge Enterprises, L.P., a related party (“Stockbridge”), pursuant to which Earth911 issued a senior secured convertible note (the “Convertible Note”) and four warrants to Stockbridge. The Convertible Note was secured by all the assets of Earth911. On each of October 10, 2012 and March 29, 2013, the terms of the note and the warrants were amended and additional warrants were issued to Stockbridge (the “Allonge” and the “Second Allonge”). The Convertible Note and warrants were also adjusted for the Earth911 Merger in October 2012. On July 16, 2013, Stockbridge elected to convert $3,000,000 in principal and $34,500 of accrued interest of the Convertible Note into 8,382,597 shares of our common stock. | |||||||||
The amended Convertible Note provided for up to $3,000,000 principal with a maturity date of October 1, 2015, which was extendable under certain circumstances. As of June 30, 2013, the full amount of the principal had been drawn. The annual interest rate was adjusted in October 2012 to 9.0% from the original 6.0% and was due monthly in arrears. Reflecting the adjustment for the Earth911 Merger, the Convertible Note was convertible into shares of our common stock at $0.362 per share prior to the maturity date, subject to a downward formula-based adjustment for future issuances of common stock or stock equivalents under certain conditions whereby the issue price was lower than the conversion price in effect immediately prior to such issue or sale (the “Fixed Conversion Price”). As a result of the Earth911 Merger, our common stock is listed on a United States exchange (a “Triggering Event”); therefore the conversion price was the lower of the Fixed Conversion Price or the average closing bid price during the ten trading days immediately preceding the conversion date. | |||||||||
In connection with the Convertible Note, we issued five-year warrants that were subsequently adjusted for the Earth911 Merger and consisted of the following: | |||||||||
(i) | a warrant issued March 2012 to acquire up to 1,381,115 shares of our common stock, exercisable immediately upon execution of the Convertible Note (“Warrant 1-1”); | ||||||||
(ii) | three contingent warrants issued March 2012, exercisable only in the event that all outstanding principal and accrued interest on the Convertible Note was not paid in full at such dates, as follows: a warrant to acquire up to 345,278 shares of our common stock, exercisable at the conclusion of 42 months after the issuance date of the warrant (“Warrant 1-2”); a warrant to acquire up to 345,278 shares of our common stock, exercisable at the conclusion of 45 months after the issuance date of the warrant (“Warrant 1-3”); and a warrant to acquire up to 690,557 shares of our common stock, exercisable at the conclusion of 48 months after the issuance date of the warrant (“Warrant 1-4”); | ||||||||
(iii) | a warrant issued October 2012 upon execution of the Allonge to acquire up to 5,524,461 shares of our common stock, exercisable immediately (“Warrant 1-5”); and | ||||||||
(iv) | a warrant issued March 2013 upon execution of the Second Allonge to acquire up to 500,000 shares of our common stock, exercisable immediately (“Warrant 1-6”). | ||||||||
Warrant 1-1 was exercisable at the lower of $0.37 per share or the average closing bid price during the ten trading days immediately preceding the exercise date. Warrant 1-5 was exercisable at the lower of $0.37 per share or the average closing bid price during the ten trading days immediately preceding the exercise date. Warrant 1-6 was exercisable at the lower of $0.37 per share or the average closing bid price during the ten trading days immediately preceding the exercise date. | |||||||||
Warrant 1-1, Warrant 1-5, and Warrant 1-6 were exercised in March 2013 as part of the Second Allonge using a cashless exercise formula. | |||||||||
If the contingent Warrant 1-2, Warrant 1-3, and Warrant 1-4 had become exercisable, the exercise price would have been the lower of $0.37 per share or the average closing bid price during the ten trading days immediately preceding the exercise date. The exercise price for all of the warrants was also subject to a downward formula-based adjustment for future issuances of common stock or stock equivalents under certain conditions whereby the issue price is lower than the exercise price in effect immediately prior to such issue or sale. These warrants were cancelled when the Convertible Note was converted on July 16, 2013. | |||||||||
In connection with the issuance of the Convertible Note, Warrant 1-1 and Warrant 1-5 were initially valued and accounted for as a warrant liability of $18,742,526 and allocated as a discount to the Convertible Note of $1,500,000 with the remainder of $17,242,526 expensed as a financing cost. As of December 31, 2012, the warrants were valued at $20,233,338, increasing the warrant liability by $1,490,812 and recording a valuation loss of $1,490,812. See Note 12 regarding the valuations of the warrant liability. | |||||||||
The Convertible Note increased by another $1,000,000 draw during the twelve months ended December 31, 2013, which was accounted for as an additional discount and an adjustment to additional paid-in-capital. The Convertible Note discount total of $3,000,000, which is equal to the amount of the funds drawn on the Convertible Note, was being amortized to interest expense over the life of the Convertible Note beginning March 22, 2012. As of December 31, 2013 and December 31, 2012, the unamortized portion of the debt discount was nil and $1,313,897, respectively. The amount of interest expense related to the amortization of the discount on the Convertible Note for the years ended December 31, 2013 and 2012 was $2,313,897 and $492,696, respectively. | |||||||||
On March 29, 2013, Stockbridge elected to exercise Warrant 1-1, Warrant 1-5, and Warrant 1-6 with exercisable rights in total to purchase 7,405,576 shares of our common stock at $0.37 per share under the cashless exercise option of the Second Allonge. The company determined the net number of shares to issue using the “Cashless Exercise” formula, as amended and restated, as follows: | |||||||||
Net Number of Shares to be Issue =p> | (A x B) – (A x C) | ||||||||
D | |||||||||
For purposes of the foregoing formula as of March 29, 2013: | |||||||||
A =,406,576, the total number of warrant shares with respect to which these warrants were then being exercised. | |||||||||
B =3.30, the closing price of our common stock plus 10.0% on the date of exercise of the warrant. | |||||||||
C =0.37, the warrant exercise price then in effect for the applicable warrant shares at the time of such exercise. | |||||||||
D =3.00, the closing price of our common stock on the date of exercise of the warrant. | |||||||||
Based on the cashless exercise formula, on March 29, 2013 Warrant 1-1, Warrant 1-5, and Warrant 1-6 yielded a net number of shares to be issued of 7,232,779 with a value of $21,698,338 based on the $3.00 closing price of the stock on the date of issue. | |||||||||
Convertible Secured Promissory Notes – Quest Acquisition - In connection with our acquisition of Quest on July 16, 2013, we issued convertible secured promissory notes with a total principal amount of $22,000,000 to the owners of QRG: the Chief Executive Officer of Quest and the former President of Quest, who are also related parties to QRHC. The convertible secured promissory notes (collectively, the “Sellers Notes”) are each secured by a first-priority security interest in a 25% membership interest held by Earth911 in Quest (comprising a total of 50% of the membership interests of Quest), as set forth in security and membership interest pledge agreements, by and between Earth911 and the sellers. The Sellers Notes accrue interest at a rate of 7% per annum and are payable on a monthly basis on the 5th day of the month beginning on September 5, 2013. The principal amount will be due and payable in one installment on July 16, 2016. | |||||||||
The Sellers Notes are convertible at any time, in the sole discretion of each holder, into shares of our common stock at a price of $2.00 per share. In addition, the Sellers Notes are convertible, in our sole discretion, into shares of our common stock at a price of $2.00 per share at any time (i) after the two year anniversary of the Notes, (ii) the principal amount of each Sellers Notes has been paid down by $5,000,000 as a result of the first capital raise, (iii) our common stock trades on the Nasdaq Stock Market, the New York Stock Exchange, or NYSE MKT, and (iv) our common stock has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits, or both. If the holders converted the Seller’s Notes as of December 31, 2013, the value of the shares upon conversion would have exceeded the note original principal balance by $1.1 million. Based on our share price at the time the Sellers Notes agreement was entered into, we recognized a beneficial conversion feature of $5,500,000 and discounted the Sellers Notes. As of December 31, 2013, the unamortized discount on the Sellers Notes was $4,656,934. The amount of interest expense related to the Sellers Notes for the period from July 17, 2013 until December 31, 2013 was $708,822. The amount of interest expense related to the amortization of the discount on the Sellers Notes for the period from July 17, 2013 until December 31, 2013 was $843,066. | |||||||||
The following table summarizes future maturities of debt and capital lease obligations, as amended, as of December 31, 2013: | |||||||||
Year Ending December 31, | Amount | ||||||||
2014 | $ | 16,096 | |||||||
2015 | 16,877 | ||||||||
2016 | 22,016,190 | ||||||||
Subtotal (assuming repayment in cash) | 22,049,163 | ||||||||
Less discount on Convertible Note | (4,656,934 | ) | |||||||
Less current maturities | (16,096 | ) | |||||||
Total | $ | 17,376,133 | |||||||
Investment_in_Quest_Resource_M
Investment in Quest Resource Management Group, LLC | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity Method Investments And Joint Ventures [Abstract] | ' | ||||||||
Investment in Quest Resource Management Group, LLC | ' | ||||||||
10. Investment in Quest Resource Management Group, LLC | |||||||||
Prior to July 16, 2013, we held a 50% ownership interest in Quest, which Earth911 acquired on August 21, 2008. Subsequent to the purchase of the Quest Interests on July 16, 2013, 100% of the operating activity of Quest was consolidated into the operations of QRHC and reflects the adjustments for the ownership purchase and valuation of goodwill. | |||||||||
On July 16, 2013, we acquired all of the Quest Interests, held by QRG, comprising 50% of the membership interests of Quest. The purchase price for the Quest Interests consisted of 22,000,000 shares of our common stock issued at a fair market value of $2.50 per share based on the closing price of the stock on the date of the transaction and the Sellers Notes in the aggregate principal amount of $22,000,000. The total purchase price of $77,000,000 was paid to the owners of QRG and related parties: the Chief Executive Officer of Quest and the President of Quest. After the close of the transaction, the Chief Executive Officer of Quest became the President, Chief Executive Officer, and member of the Board of Directors of our company. | |||||||||
Concurrently with our acquisition of the Quest Interests, we assigned the Quest Interests to Earth911, our wholly owned subsidiary, which now holds 100% of Quest. We accounted for the acquisition of Quest under ASC Topic 805; thereby, the acquisition accounting for the acquired Quest Interests and the step up basis of the previously owned 50% interest resulted in the following total purchase price for Quest as follows: | |||||||||
Consideration paid for Quest Interest | $ | 77,000,000 | |||||||
Non-controlling interest in the acquiree at the acquisition date fair value | 27,050,000 | ||||||||
Total Consideration | $ | 104,050,000 | |||||||
We primarily employed two methodologies that yielded substantially the same results to determine the fair value of our preexisting equity interest in Quest, which was remeasured as a noncontrolling interest independent of the acquired controlling interest as of the effective date of the acquisition: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties; and (ii) the present value of expected future cash flows of Quest, level 2 and level 3 inputs, respectively. In connection with the fair value adjustment to the Investment in Quest Resource Management Group, LLC due to the acquisition, the Company recorded a gain on investment in Quest Resource Management Group of $23,449,372, the difference between the fair value and the carrying amount of the asset on the date of the acquisition. | |||||||||
The purchase price allocation as of July 16, 2013 for the assets, liabilities, intangibles and goodwill totaling $104,050,000 was as follows: | |||||||||
Net assets and liabilities | $ | 1,214,804 | |||||||
Customer relationships | 12,720,000 | ||||||||
Trademarks | 6,230,000 | ||||||||
Goodwill | 83,885,196 | ||||||||
$ | 104,050,000 | ||||||||
The financial condition and operating results of Quest for the relevant periods are presented below: | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
Condensed operating statement information: | |||||||||
Net sales | $ | 135,211,874 | $ | 130,621,675 | |||||
Gross profit | 10,436,628 | 12,934,339 | |||||||
Income (loss) from operations | (3,684,856 | ) | 4,005,383 | ||||||
Net income (loss) | (3,788,086 | ) | 3,883,788 | ||||||
Reported as part of the Quest operations for the relevant periods | |||||||||
Equity in Quest Resource Management Group, LLC income | |||||||||
50% ownership interest | $ | 667,316 | $ | 1,964,540 | |||||
Consolidated amounts subsequent to July 16, 2013 | |||||||||
100% ownership interest | |||||||||
Net sales | $ | 66,335,172 | $ | — | |||||
Gross margin | 4,082,526 | — | |||||||
Income (loss) from operations | (5,075,480 | ) | — | ||||||
Net income (loss) | (5,126,033 | ) | — | ||||||
The balance sheet of Quest as of December 31, 2012 is present below: | |||||||||
December 31, | |||||||||
2012 | |||||||||
Condensed balance sheet information: | |||||||||
Current assets | $ | 20,718,638 | |||||||
Long-term assets | 2,118,295 | ||||||||
Total assets | $ | 22,836,933 | |||||||
Current liabilities | $ | 17,925,175 | |||||||
Long-term liabilities | — | ||||||||
Equity | 4,911,758 | ||||||||
Total liabilities and members’ equity | $ | 22,836,933 | |||||||
As of December 31, 2013, the condensed balance sheet and the operations reflect the allocation of the purchase price resulting in additional goodwill and intangible assets of $75,985,196 and the related amortization of the intangible assets of $1,608,426 for the period from July 16, 2013 to December 31, 2013, as well as the impairment of goodwill of $26,850,039, partially offset by a gain on the acquired assets of $23,449,372. | |||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
11. Income Taxes | |||||||||
We compute income taxes using the asset and liability method in accordance with ASC Topic 740. 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 measured using currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. In our opinion, realization of our net operating loss carry forward is not reasonably assured as of December 31, 2013 or 2012, and valuation allowances of $4,149,000 and $2,433,000, respectively, have been provided 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, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets (liabilities): | |||||||||
Net operating loss | $ | 4,212,000 | 1,029,000 | ||||||
Stock-based compensation | 2,103,000 | 1,177,000 | |||||||
Accrued interest expense | 150,000 | 155,000 | |||||||
Allowance for doubtful accounts | 47,000 | 22,000 | |||||||
Deferred lease liability | 70,000 | 50,000 | |||||||
Total deferred tax assets | 6,582,000 | 2,433,000 | |||||||
Less: valuation allowance | (6,582,000 | ) | (2,433,000 | ) | |||||
Net deferred taxes | $ | — | $ | — | |||||
The reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax benefit reported in the accompanying consolidated financial statements is as follows: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
U.S. federal statutory rate applied to pretax income | $ | (6,051,780 | ) | $ | (11,713,000 | ) | |||
Permanent differences | 2,739,048 | 10,344,000 | |||||||
State taxes and other | 1,597,415 | (123,000 | ) | ||||||
Change in valuation allowance | 1,715,317 | 2,433,000 | |||||||
$ | — | $ | 941,000 | ||||||
As of December 31, 2013, we had federal income tax net operating loss carry forwards of approximately $4,212,000, which expire at various dates beginning in 2032. We are subject to limitations existing under Internal Revenue Code Section 382 (Change of Control) relating to the availability of the operating loss. | |||||||||
As of December 31, 2013, 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 2014. It is our policy to classify interest and penalties on income taxes as interest expense or penalties expense. | |||||||||
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 2013 to 2011. Tax audits by their very nature are often complex and can require several years to complete. Prior to July 13, 2010, as a limited liability company, we were not a tax paying entity for federal and state income tax purposes. Accordingly, our taxable income or loss was allocated to our members in accordance with their respective percentage ownership. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
Fair Value of Financial Instruments | ' | ||||
12. Fair Value of Financial Instruments | |||||
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, convertible notes payable, notes payable, and warrant liability. We do not believe that we are exposed to significant interest, currency, or credit risks arising from these financial instruments. With the exception of the warrant liability, the fair values of these financial instruments approximates their carrying values using Level 3 inputs, based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in fair value of convertible notes and warrant liability are reported in other income (expense). | |||||
Our initial warrant valuation of the warrants issued in 2012 as described more fully in Note 9 was measured at fair value by applying the Black-Scholes-Merton option valuation model, which utilizes Level 3 inputs. The assumptions used in the Black-Scholes-Merton option valuation for the warrants are as follows: volatility of 66%; risk free interest rate of 1%; expected term of five years; and expected dividend yield of 0%. The grant date fair value of the initial warrant valuation described above was $2.56 per warrant. The risk free interest rate is based on U.S. Treasury rates with maturity dates approximating the expected term of the warrants. At the time of the initial warrant valuation, we were a private company and common stock transactions were too infrequent. Therefore, we could not practicably estimate the expected volatility of our own stock. Accordingly, we have substituted the historical volatility of a relevant sector index, which we have generated from companies that are publicly traded and do business within the industry we operate. | |||||
The March 29, 2013 and December 31, 2012 warrant valuations were measured at fair value by utilizing the quoted market price for our common stock and the valuation for the cashless exercise of Warrant 1-1, Warrant 1-5, and Warrant 1-6 in March 2013, which are Level 1 and Level 2 inputs. These inputs of (i) an observable warrant exercise transaction and (ii) publicly traded market price provided a reasonable basis for valuation for the warrants as of March 29, 2013 and December 31, 2012. Based on that valuation using the $3.00 closing market price and exercisable rights in total to purchase 6,905,576 shares of our common stock at $0.37 per share, Warrant 1-1 and Warrant 1-5 had a value of $20,233,338. Using the same valuation method, Warrant 1-6 had a value of $1,465,000 upon issuance on March 29, 2013. All three warrants were exercised on March 29, 2013. See Note 9 regarding the exercise of these warrants. | |||||
The following table summarizes the warrant liability valuation for the years ended December 31, 2013 and 2012: | |||||
Description | Fair Value Measurements | ||||
Warrant Liability | |||||
Beginning balance, December 31, 2011 | $ | — | |||
Issuances (Level 3) | 18,742,526 | ||||
Total (gains) or losses (Level 1 and 2) | 1,490,812 | ||||
Ending balance, December 31, 2012 | $ | 20,233,338 | |||
Issuances (Level 3) | 1,465,000 | ||||
Warrant conversion (Level 1 and 2) | (21,698,338 | ) | |||
Ending balance, December 31, 2013 | $ | — | |||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
13. Commitments and Contingencies | |||||
We lease corporate office space in Frisco, Texas under a 60 month, non-cancelable operating lease. The lease expires in September 2015. Additionally, we lease corporate office space in Scottsdale, Arizona under a 66 month, non-cancelable operating lease, which we fully reserved in 2013 during the restructuring and relocating of our Earth911 and YouChange operations. The lease expires in March 2017 and provides for a renewal option of 60 months. Lease expense totaled $271,383 and $287,806 for the years ended December 31, 2013 and 2012, respectively. | |||||
The following is a schedule, by year, of future minimum rental payments required under the operating lease agreement as of December 31, 2013: | |||||
Year Ended December 31, | Amount | ||||
2014 | $ | 278,118 | |||
2015 | 218,178 | ||||
2016 | 28,638 | ||||
2017 | 28,638 | ||||
$ | 553,572 | ||||
Our operating lease agreement contains a provision that abate rent payments for a period of five months. The total amount of rental payments due over the lease term is being charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is charged to accrued liabilities in the accompanying balance sheets. | |||||
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 have no liabilities recorded for these agreements as of December 31, 2013 or 2012. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||
14. 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 95,814,565 shares and 58,040,230 shares were issued and outstanding as of December 31, 2013 and 2012, respectively. | |||||||||||||||||||||
During the year ended December 31, 2013, we issued shares of common stock as follows: | |||||||||||||||||||||
Common Stock | Amount | ||||||||||||||||||||
Shares | |||||||||||||||||||||
Common stock issued for services | 69,017 | $ | 198,858 | ||||||||||||||||||
Common stock issued for Quest acquisition | 22,000,000 | 55,000,000 | |||||||||||||||||||
Note and interest conversions | 8,472,539 | 3,148,493 | |||||||||||||||||||
Warrant conversions | 7,232,779 | 21,698,338 | |||||||||||||||||||
37,774,335 | $ | 80,045,689 | |||||||||||||||||||
Common Stock for Services - We issued 69,017 shares of common stock to employees and consultants during the year ended December 31, 2013 for $198,858 of services included in operating expenses. | |||||||||||||||||||||
Warrants – At December 31, 2012, we had outstanding exercisable warrants, as adjusted, to purchase 6,905,576 shares of common stock at $0.37 per share. On March 29, 2013, we issued an exercisable warrant to purchase 500,000 shares of common stock at $0.37 per share. As of December 31, 2013, there were no outstanding exercisable warrants remaining after the exercise of the warrants on March 29, 2013 for 7,405,576 shares. At December 31, 2012, we had outstanding contingent warrants, as adjusted, to purchase 1,381,113 shares of common stock at $0.37 per share, which were cancelled upon conversion of the Convertible Note on July 16, 2013. See the discussion under Note 9 for further details regarding the issued warrants related to the Convertible Note, subsequent amendment, and exercise of warrants. | |||||||||||||||||||||
The following table summarizes the warrants issued and outstanding as of December 31, 2013: | |||||||||||||||||||||
Warrants Issued and Outstanding as of December 31, 2013 | |||||||||||||||||||||
Date of | Exercise | Shares of | |||||||||||||||||||
Description | Issuance | Expiration | Price | Common Stock | |||||||||||||||||
Exercisable warrants | |||||||||||||||||||||
Warrant 1-1 | 3/22/12 | 3/21/17 | $ | 0.37 | 1,381,115 | ||||||||||||||||
Warrant 1-5 | 10/10/12 | 10/9/17 | $ | 0.37 | 5,524,461 | ||||||||||||||||
Warrant 1-6 | 3/29/13 | 3/21/17 | $ | 0.37 | 500,000 | ||||||||||||||||
Less warrants exercised | (7,405,576 | ) | |||||||||||||||||||
Total exercisable warrants | — | ||||||||||||||||||||
Contingent warrants | |||||||||||||||||||||
Warrant 1-2 | 3/22/12 | 3/21/17 | $ | 0.37 | 345,278 | ||||||||||||||||
Warrant 1-3 | 3/22/12 | 3/21/17 | $ | 0.37 | 345,278 | ||||||||||||||||
Warrant 1-4 | 3/22/12 | 3/21/17 | $ | 0.37 | 690,557 | ||||||||||||||||
Less warrants cancelled | (1,381,113 | ) | |||||||||||||||||||
Total contingent warrants | — | ||||||||||||||||||||
Total warrants issued and outstanding | — | ||||||||||||||||||||
Stock Option 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 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 purposes of the plan are to attract and retain individuals, further align employee and stockholder interests, and closely link compensation with our performance. The plan is administered by 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 plan is 7,500,000. Stock compensation expense prior to October 2012 related to options granted prior to the Earth911 Merger that was superseded by the 2012 Plan at the time of the Earth911 Merger. The number of shares available for award under the plan is subject to adjustment for certain corporate changes in accordance with the provisions of the plan. | |||||||||||||||||||||
Following is a summary of stock option activity from January 1, 2012 through December 31, 2013: | |||||||||||||||||||||
Stock Options | |||||||||||||||||||||
Number of | Exercise | Weighted- | |||||||||||||||||||
Shares | Price Per | Average | |||||||||||||||||||
Share | Exercise Price | ||||||||||||||||||||
Per Share | |||||||||||||||||||||
Outstanding at January 1, 2012 | 1,381,115 | $ | 2.35 | $ | 2.35 | ||||||||||||||||
Granted | 1,969,000 | 2.00 – 2.79 | 2.1 | ||||||||||||||||||
Canceled/Forfeited | — | — | — | ||||||||||||||||||
Outstanding at December 31, 2012 | 3,350,115 | 2.00 – 2.79 | 2.2 | ||||||||||||||||||
Granted | 1,150,500 | 2.05 – 2.65 | 2.11 | ||||||||||||||||||
Canceled/Forfeited | 358,667 | 2.10 – 2.79 | 2.18 | ||||||||||||||||||
Outstanding at December 31, 2013 | 4,141,948 | 2.00 – 3.25 | 2.48 | ||||||||||||||||||
The weighted-average grant-date fair value of options granted was $1.69 and $2.10 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||||||
For the years ended December 31, 2013 and 2012, the intrinsic value of options outstanding was $72,125 and $2,331,698, respectively, and of options exercisable was $22,500 and $1,199,613, respectively. | |||||||||||||||||||||
The following additional information applies to options outstanding at December 31, 2013: | |||||||||||||||||||||
Ranges of | Outstanding at | Weighted- | Weighted- | Exercisable at | Weighted- | ||||||||||||||||
December 31, | Average | Average | December 31, | Average | |||||||||||||||||
Exercise | 2013 | Remaining | Exercise | 2013 | Exercise | ||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Prices | Life | ||||||||||||||||||||
$2.00 – $3.25 | 4,141,948 | 8.5 | $ | 2.48 | 2,939,448 | $ | 2.63 | ||||||||||||||
The following additional information applies to options outstanding at December 31, 2012: | |||||||||||||||||||||
Ranges of | Outstanding at | Weighted- | Weighted- | Excercisable at | Weighted- | ||||||||||||||||
December 31, | Average | Average | December 31, | Average | |||||||||||||||||
Exercise | 2012 | Remaining | Exercise | 2012 | Exercise | ||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Prices | Life | ||||||||||||||||||||
$2.00 – $2.79 | 3,350,115 | 9.6 | $ | 2.2 | 1,922,782 | $ | 2.27 | ||||||||||||||
Stock-based compensation expense for stock based incentive awards was $2,194,390 and $1,661,673 for the years ended December 31, 2013 and 2012, respectively. At December 31, 2013, the balance of unearned stock-based compensation to be expensed in future periods related to unvested share-based awards, as adjusted for expected forfeitures, was approximately $2,435,000. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 2.2 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 that is ultimately expected to vest is recognized as expense over the requisite service period, net of forfeitures. | |||||||||||||||||||||
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, the actual and projected employee stock option exercise behaviors, and an estimated forfeiture rate. | |||||||||||||||||||||
The weighted-average estimated value of employee stock options granted during the years ended December 31, 2013 and 2012 were estimated using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions: | |||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Expected volatility | 105 | % | 155 | % | |||||||||||||||||
Risk-free interest rate | 1.51 | % | 0.7 | % | |||||||||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||||||||
Expected term in years | 5.8 | 5.4 |
Net_Loss_per_Share
Net Loss per Share | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Loss per Share | ' | ||||||||
15. Net Loss per Share | |||||||||
We compute basic loss per share by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The calculation of basic loss per share gives retroactive effect to the recapitalization related to our reverse acquisition of Earth911. We have other potentially dilutive securities outstanding that are not shown in a diluted loss per share calculation because their effect in both 2013 and 2012 would be anti-dilutive. These potentially dilutive securities include options, warrants, and convertible promissory notes and totaled 15,164,789 and 17,270,346 shares at December 31, 2013 and 2012, respectively. | |||||||||
The following table sets forth the computation of basic and diluted loss per share: | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
Net loss applicable to common stockholders—numerator for basic and diluted earnings per share | $ | (17,799,351 | ) | $ | (42,151,493 | ) | |||
Weighted—average common shares outstanding—denominator for basic earnings per share | 77,055,327 | 56,988,497 | |||||||
Net loss per share: | |||||||||
Basic and diluted | $ | (0.23 | ) | $ | (0.74 | ) | |||
The following table sets forth the anti-dilutive securities excluded from diluted loss per share: | |||||||||
Anti-dilutive securities excluded from diluted loss per share: | |||||||||
Stock options | 4,141,948 | 3,350,115 | |||||||
Warrants | — | 8,286,689 | |||||||
Convertible notes | 11,022,841 | 5,633,542 |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
16. Supplemental Cash Flow Information | |||||||||
The following is provided as supplemental information to the consolidated statements of cash flows: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Supplemental cash flow information: | |||||||||
Cash paid for interest | $ | 898,757 | $ | 114,266 | |||||
Cash flows from operating activities: | |||||||||
Common stock issued for deferred compensation | $ | — | $ | 260,000 | |||||
Common stock issued for conversion of related party debt, including accrued interest | $ | — | $ | 6,389,042 | |||||
Common stock issued for conversion of notes payable, including accrued interest | $ | 3,148,493 | $ | 187,466 | |||||
Common stock issued for services and loan fees | $ | 198,858 | $ | 366,025 | |||||
Common stock warrant liability and revaluations | $ | — | $ | 20,233,338 | |||||
Common stock issued for warrant liability – cashless exercise | $ | 21,698,338 | $ | — | |||||
Common stock issued for purchase of Quest Resource Management Group, LLC | $ | 55,000,000 | $ | — | |||||
Long-term senior secured convertible notes – related parties | $ | 22,000,000 | $ | — | |||||
Mezzanine financing reclassified to additional paid in capital | $ | — | $ | 1,375,933 | |||||
Discount to senior convertible note-related party | $ | 6,500,000 | $ | 2,000,000 |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
17. Related Party Transactions | |
Stockbridge Convertible Note - In March 2012, we issued the Convertible Note to Stockbridge, a related party. In connection with the issuance of the Convertible Note, we issued four warrants (Warrants1-1 through 1-4) in March 2012. On July 16, 2013, Stockbridge elected to convert $3,000,000 in principal and $34,500 of accrued interest of the Convertible Note of into 8,382,597 shares of our common stock. With the conversion, the contingent Warrants 1-2, 1-3, and 1-4 were cancelled. | |
Allonge to the Convertible Note - In October 2012, we amended the Convertible Note. The original principal amount was increased to $3,000,000 from the original $1,000,000 amount. The maturity of the note was changed to October 1, 2014. The conversion rate of the Convertible Note was changed to $.50 per common share prior to the maturity date and $.25 per common share after the maturity, subject to certain adjustments. In connection with the amendment, we issued Warrant 1-5 in October 2012 and issued 100,000 shares of our common stock. | |
Second Allonge to the Convertible Note - On March 29, 2013, the terms of the note and the warrants were amended and additional warrants were issued to Stockbridge. Under the amendment on March 29, 2013, Earth911 and Stockbridge entered into the Second Allonge, pursuant to which the parties agreed to (i) change all references to common stock, options, warrants, warrant shares, or | |
convertible securities of Earth911 in the original note documents and the Allonge documents to our common stock, options, warrants, warrant shares, or convertible securities, respectively, and (ii) expand all references to a “Triggering Event” in the original note documents and the Allonge documents to include any exchanges on which our common stock may be listed or quoted for trading. The parties also (i) amended how the fair market value of our common stock, on the date of exercise, would be defined in a formula used to calculate the net number of shares that Stockbridge would receive upon a cashless exercise, (ii) extended the maturity date of the Convertible Note to October 1, 2015, (iii) revised the terms of Warrant 1-5 to apply the conversion rate from the Earth911 to the number of shares of our common stock underlying Warrant 1-5 and the exercise price at which such shares would be issued upon the exercise date, and (iv) amended the exercisable dates of the contingent Warrant 1-2, the contingent Warrant 1-3, and the contingent Warrant 1-4 to be exercisable 42 months, 45 months, and 48 months, respectively, following the issuance date of the contingent warrants. Finally, Stockbridge retroactively agreed to waive its right to effect a partial conversion of the Convertible Note, with such waiver to be effective for a period of 12 months from October 17, 2012. | |
To effect the changes in the Second Allonge, we issued to Stockbridge an additional warrant to purchase 500,000 shares of our common stock (“Warrant 1-6”). Warrant 1-6 is exercisable at or after the date of the Second Allonge, and is in the same form as Warrant 1-5, as amended by the Second Allonge. Warrant 1-6 will expire five years from the date of issuance. | |
See Note 9 for a discussion of the Convertible Note and of the exercise of the related exercisable warrants in March 2013. | |
Acquisition of the Quest Interests - On July 16, 2013, we acquired all of the Quest Interests held by QRG, comprising 50% of the membership interests of Quest. The purchase price for the Quest Interests consisted of 22,000,000 shares of our common stock issued at a fair market value of $2.50 per share based on the closing price of the stock on the date of the transaction and the Sellers Notes as described in Note 9 in the aggregate principal amount of $22,000,000. The total purchase price of $77,000,000 was paid to the owners of QRG who at the time of the transaction were related parties: the Chief Executive Officer of Quest and the President of Quest. After the close of the transaction, the Chief Executive Officer of Quest became the President, Chief Executive Officer and member of the Board of Directors of our company. Unpaid interest related to the Sellers Notes at December 31, 2013 was $132,878. | |
The Securities Purchase Agreement provides that QRG and its members may not engage or take a financial interest in any Competitive Business within the Restricted Territory (each as defined in the Securities Purchase Agreement) for a period of five years. The Securities Purchase Agreement also provides restrictions with respect to customers of Quest and non-solicitation of employees of Quest for a period of five years. The Securities Purchase Agreement further provides that if there is an event of default on the Sellers Notes, QRG and its members may compete with us and solicit customers, provided that they resign from all positions held with us first. |
Goodwill_Impairment
Goodwill Impairment | 12 Months Ended |
Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Goodwill Impairment | ' |
18. Goodwill Impairment | |
Goodwill is accounted for in accordance with ASC Topic 350 and is assigned to reporting units based on where the related acquired net assets are assigned and based on management’s expectations about which reporting units will benefit from the synergies of the acquired business. Goodwill is tested for impairment when events and circumstances warrant and at least annually. An impairment loss is recognized if the carrying amount of an asset or reporting unit exceeds its fair value. We primarily employ two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows. | |
During 2012, we recognized $17,636,569 of goodwill impairment based on our goodwill impairment testing. We determined that due to capital constraints, we curtailed the planned expansion of YouChange, and we were not able to quantify with any certainty the future cash flows and therefore the fair value of the reporting unit as of December 31, 2012 resulting in a full impairment of the goodwill. | |
For the year ending December 31, 2013, we recognized $26,850,039 of goodwill impairment based on our goodwill impairment testing. We determined that the carrying amount of the reporting unit exceeded the fair value and recorded a goodwill impairment charge. In connection with the acquisition that gave rise to the goodwill, we recorded in 2013 a $23,449,372 gain on our equity method based investment in Quest. The impact of the goodwill impairment and the gain on investment is a net expense of $3,400,667 included in the operating loss for the year ended December 31, 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
19. Subsequent Events | |
Line of Credit | |
As of March 15, 2014, Quest and Regions have amended the loan to extend the term to June 13, 2014. | |
Convertible Notes Payable | |
On February 24, 2014, the unrelated third-party holder of the YouChange convertible note payable issued in September 2012 converted the note and its accrued interest into 23,201 shares of common stock. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Principals of Presentation, Consolidation and Reclassifications | ' | ||||||||||||
Principals of Presentation, Consolidation and Reclassifications | |||||||||||||
The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“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, 2013 and 2012, as well as the equity method accounting for its investment in Quest through July 15, 2013. | |||||||||||||
The Earth911 Merger, which closed on October 17, 2012, was deemed to be a reverse merger, with Earth911 as the accounting acquirer. As such, the operating activity of QRHC is consolidated into these consolidated financial statements for the year ended December 31, 2013, and included for the period after October 17, 2012 for the year ended December 31, 2012. Therefore, the accompanying financial statements include (i) the operating activity of QRHC for the period October 17, 2012 to December 31, 2013; (ii) the operating activities for Earth911 for the years ended December 31, 2013 and 2012 along with the equity method of accounting for our investment in Quest through July 16, 2013; and (iii) the operating activity of Quest subsequent to our acquisition of the Quest Interests on July 16, 2013 through December 31, 2013. | |||||||||||||
Through July 16, 2013, Quest was deemed to be a separate operating unit from Infinity and as such, there were no intercompany transactions that required elimination at that time. All other intercompany accounts and transactions have been eliminated in consolidation, including transactions between QRHC and Quest subsequent to July 16, 2013. Certain reclassifications have been made to prior year balances to conform to the current year presentation. | |||||||||||||
As Quest, Earth911, and YouChange are deemed to be operating as ecology based green service companies, no segment reporting was deemed 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 collectability of accounts receivable, depreciable lives of fixed assets, accruals, assumptions used in the valuation and recognition of share-based payments and warrant liability, the realization of goodwill and intangible assets, deferred tax assets, the equity method investment in Quest, and the application of accounting for the senior secured convertible notes, all of which are discussed in their respective notes to the consolidated financial statements. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
Revenue Recognition – We recognize revenue only when all of the following criteria have been met: | |||||||||||||
• | persuasive evidence of an arrangement exists; | ||||||||||||
• | delivery has occurred or services have been rendered; | ||||||||||||
• | the fee for the arrangement is fixed or determinable; and | ||||||||||||
• | collectability is reasonably assured. | ||||||||||||
Persuasive Evidence of an Arrangement – We document all terms of an arrangement in a quote signed or confirmed by the customer prior to recognizing revenue. | |||||||||||||
Delivery Has Occurred or Services Have Been Performed – We perform all services or deliver all products prior to recognizing revenue. Services are deemed to be performed when the services are complete. | |||||||||||||
The Fee for the Arrangement is Fixed or Determinable – Prior to recognizing revenue, a customer’s fee is either fixed or determinable under the terms of the quote or accepted customer purchase order. | |||||||||||||
Collectability Is Reasonably Assured – We assess collectability on a customer by customer basis based on criteria outlined by management. | |||||||||||||
Quest provides businesses with management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their business. Quest utilizes third-party subcontractors to execute the collection, transport, and recycling or disposal of used motor oil, oil filters, scrap tires, cooking oil, and expired food products. We evaluate the criteria outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-45, Revenue Recognition—Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of service revenue and related costs or the net amount earned as management fees. Generally, when Quest is primarily obligated in a transaction, has latitude in establishing prices and selecting suppliers, has credit risk, or has several but not all of these indicators, revenue is recorded gross and amounts collected from customers for sales tax are recorded on a net basis. In a situation in which Quest is not primarily obligated and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, we would record the net amounts as management fees earned. Currently, we have no contracts accounted for as management fees. | |||||||||||||
Earth911 revenue primarily represents licensing fees that are recognized ratably over the term of the license. We derive some revenue from advertising contracts, which is also recognized ratably, over the term that the advertisement appears on our website. | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
Cash and Cash Equivalents | |||||||||||||
We consider all highly liquid instruments with a remaining 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. Credit is extended based on evaluation of each customer’s financial condition and is generally unsecured. Accounts receivable are typically due within 30 days and are stated net of an allowance for doubtful accounts in the consolidated balance sheet. Accounts are considered 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 credit-worthiness 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. Payments subsequently received on such receivables are credited to bad debt expense in the period the payment is received. | |||||||||||||
As of December 31, 2013 and 2012, an allowance of $319,735 and $7,398, respectively, had been established for potentially uncollectible accounts receivable. We record delinquent finance charges on outstanding accounts receivables only if they are collected. | |||||||||||||
The changes in our allowance for doubtful accounts for the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||
Years ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Beginning balance | $ | 7,398 | $ | — | |||||||||
Allowance from Quest acquisition | 263,887 | ||||||||||||
Bad debt expense, net of recoveries | 62,017 | 7,398 | |||||||||||
Uncollectible accounts written off | (13,567 | ) | — | ||||||||||
Ending balance | $ | 319,735 | $ | 7,398 | |||||||||
Inventories | ' | ||||||||||||
Inventories | |||||||||||||
Inventories consist of used consumer electronics and computer devices and are stated at the lower of cost (average cost method which approximates first-in, first-out) or market. We determine cost based on our estimate of the “collection” value of each item, which is what we then pay the supplier. We establish reserves for inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market, we consider such factors as the amount of inventory on hand, estimated time required to sell such inventory and current and expected market conditions. We recorded no provisions for inventory obsolescence as of December 31, 2013 and 2012. | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | |||||||||||||
ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell 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 is 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. | |||||||||||||
Fair value accounting has been applied to the valuation of stock-based compensation, warrants issued, intangible assets, and goodwill. | |||||||||||||
Stock Options - We estimate the fair value of stock options on grant date in accordance with ASC Topic 718 using the Black-Scholes-Merton valuation model. Significant Level 3 assumptions used in the calculation are as follows: | |||||||||||||
• | Expected term is determined 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; | ||||||||||||
• | Expected volatility is measured using the historical changes in the market price of our common stock, disregarding identifiable periods of time in which share price was extraordinarily volatile due to certain events that are not expected to recur during the expected term; | ||||||||||||
• | Risk-free interest rate is used to approximate the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and | ||||||||||||
• | Forfeitures are based on the history of cancellations of options granted by us and our analysis of potential future forfeitures. | ||||||||||||
Warrants - We estimate fair value of the warrant liability using Level 3 inputs for the initial valuation of the warrants using the Black-Scholes-Merton valuation model. The March 29, 2013 cashless exercise value was calculated using Level 1 and 3 inputs from the exercise of all warrants that were exercisable on that date and the quoted common stock market price. See Note 9. | |||||||||||||
Goodwill - The fair value of the reporting unit used in the goodwill impairment analysis performed in the current year was determined assuming the suspension of funding of future development activities of the reporting unit and anticipated continuing negative cash flows from operations. These were determined to be level 3 inputs. | |||||||||||||
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 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 to be disposed of, if any, at the lower of the carrying amount or fair value less costs to sell. Depreciation expense for the years ended December 31, 2013 and 2012 amounted to $209,375 and $68,576, respectively. | |||||||||||||
The useful lives of property and equipment for purposes of computing depreciation are as follows: | |||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||
Office furniture and equipment | 5 to 7 years | ||||||||||||
Leasehold improvements | 5 to 7 years | ||||||||||||
We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If we consider such assets to be impaired, we measure the impairment recognized by the amount by which the carrying amount of the assets exceeds the fair value of the assets. We determine fair value based on discounted cash flows or appraised values, depending on the nature of the asset. | |||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||
Impairment of Long-Lived Assets | |||||||||||||
We analyze assets that are held and used for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and period at least at each balance sheet date. The effects of any revision are recorded 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 carry assets held for sale, if any, at the lower of carrying amount or fair value less selling costs. We did not recognize impairment charges for long-lived assets during 2013 and 2012. | |||||||||||||
Goodwill | ' | ||||||||||||
Goodwill | |||||||||||||
The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquired over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill. We do not amortize goodwill; however, we annually, or whenever there is an indication that goodwill may be impaired, 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 as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. 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, as well as overall financial performance. After evaluating these qualitative factors, an impairment loss was recorded in 2012 and 2013 because the carrying amount of the reporting unit’s assets exceeded the fair value determined. Future increases in the fair value amount will not result in an adjustment to the impairment loss recorded in our consolidated financial statements. See Note 18 regarding the impairment of goodwill recognized during 2013 and 2012. | |||||||||||||
Net Loss Per Share | ' | ||||||||||||
Net Loss Per Share | |||||||||||||
We compute basic net loss per share by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The calculation of basic loss per share gives retroactive effect to the recapitalization related to our reverse acquisition of Earth911. We have other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both 2013 and 2012 would be dilutive. These potentially dilutive securities include options, warrants, and convertible promissory notes (see Note 15), and total 15,164,789 shares at December 31, 2013, and 17,270,346 shares at December 31, 2012. | |||||||||||||
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 (“FDIC”) insured level per institution. Cash balances on deposit have exceeded federally insured limits; however, we have never experienced any losses related to these balances. | |||||||||||||
We sell our products and services primarily to consumers, advertisers, and businesses without requiring collateral; however, we routinely assess the financial condition of our customers and maintain allowances for anticipated losses. The following table discloses the number of customers that accounted for more than 10% of our annual revenue and related receivable balances: | |||||||||||||
Customers Exceeding 10% | |||||||||||||
of Revenue | |||||||||||||
Year | Number of | Revenue | Accounts Receivable | ||||||||||
Customers | Combined Percent | Combined Percent | |||||||||||
2013 | 1 | 76 | % | 31 | % | ||||||||
2012 | 1 | 89 | % | 71 | % | ||||||||
We believe we have no significant credit risk in excess of recorded reserves. | |||||||||||||
Investment in Quest | ' | ||||||||||||
Investment in Quest | |||||||||||||
We account for investee companies that are not consolidated, but over which we exercise significant influence, under the equity method of accounting. Whether or not we exercise significant influence with respect to an investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Prior to July 17, 2013, we accounted for the investment in Quest under the equity method of accounting, in which the investee company’s accounts are not consolidated within our consolidated balance sheet and statement of operations. Our share of earnings or losses of the investee company is reflected in the caption “Equity in Quest Resource Management Group, LLC income” in our consolidated statement of operations. Our carrying value in an equity method investee company is reflected in the caption “Investment in Quest Resources Management Group, LLC” in our consolidated balance sheet. Subsequent to our acquisition of the Quest Interests, the operational activity and the balance sheet are consolidated with QRHC. | |||||||||||||
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. All tax positions are first analyzed 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, the tax benefit is measured 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 the penalty was not recognized in the period when the position was initially taken, the expense is recognized 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, 2013 and 2012, advertising expense totaled $29,440 and $108,590, respectively. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
We expense all share-based grants to employees, including grants of employee stock options, based on their estimated fair values at grant date, in accordance with ASC Topic 718. We record compensation expense for stock options over the vesting period using the estimated fair value on the date of grant, as calculated using the Black-Scholes-Merton model. We classify all share-based awards as equity instruments and recognize the vesting of the awards ratably over their respective terms. See Note 14 for a description of our share-based compensation plan and information related to awards granted under the plan. | |||||||||||||
Reverse Acquisition | ' | ||||||||||||
Reverse Acquisition | |||||||||||||
We have accounted for the reverse acquisition of Earth911 discussed above in accordance with ASC Subtopics 805-40 (Reverse Acquisitions). The 8,666,488 shares (post-split) of QRHC outstanding immediately prior to the reverse acquisition represent the consideration transferred for the Earth 911 Merger. |
The_Company_and_Description_of1
The Company and Description of Business and Future Liquidity Needs (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summarized Pro Forma Consolidated Operating Results | ' | ||||||||
The following table summarizes our pro forma consolidated operating results for the years ended December 31, 2013 and 2012, assuming Quest had been a wholly owned subsidiary and 100% of Quest’s operations were included in the relevant periods: | |||||||||
Pro forma | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Consolidated operating statement information: | |||||||||
Net sales | $ | 136,361,242 | $ | 131,767,312 | |||||
Gross profit | 11,427,971 | 14,043,955 | |||||||
Income (loss) from operations | (11,798,709 | ) | (19,439,334 | ) | |||||
Net income (loss) | (17,128,720 | ) | (40,232,245 | ) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Changes in Allowance for Doubtful Accounts | ' | ||||||||||||
The changes in our allowance for doubtful accounts for the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||
Years ended December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Beginning balance | $ | 7,398 | $ | — | |||||||||
Allowance from Quest acquisition | 263,887 | ||||||||||||
Bad debt expense, net of recoveries | 62,017 | 7,398 | |||||||||||
Uncollectible accounts written off | (13,567 | ) | — | ||||||||||
Ending balance | $ | 319,735 | $ | 7,398 | |||||||||
Schedule of Property and Equipment Useful Lives | ' | ||||||||||||
The useful lives of property and equipment for purposes of computing depreciation are as follows: | |||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||
Office furniture 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 related receivable balances: | |||||||||||||
Customers Exceeding 10% | |||||||||||||
of Revenue | |||||||||||||
Year | Number of | Revenue | Accounts Receivable | ||||||||||
Customers | Combined Percent | Combined Percent | |||||||||||
2013 | 1 | 76 | % | 31 | % | ||||||||
2012 | 1 | 89 | % | 71 | % |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Components of Property and Equipment | ' | ||||||||
At December 31, 2013 and December 31, 2012, property and equipment consisted of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Vehicles | $ | 544,984 | $ | — | |||||
Computer equipment | 790,987 | 157,305 | |||||||
Office furniture and fixtures | 239,662 | 209,026 | |||||||
Machinery and equipment | 458,257 | — | |||||||
Leasehold improvements | 12,363 | 6,261 | |||||||
2,046,253 | 372,592 | ||||||||
Less: accumulated depreciation | (1,400,768 | ) | (215,904 | ) | |||||
$ | 645,485 | $ | 156,688 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Intangible Assets | ' | ||||||||||||||||
The components of intangible assets are as follows: | |||||||||||||||||
December 31, 2013 | Estimated | Gross Carrying | Accumulated | Net | |||||||||||||
Useful Life | Amount | Amortization | |||||||||||||||
Finite lived intangible assets: | |||||||||||||||||
Customer relationships | 5 years | $ | 12,720,000 | $ | 1,166,000 | $ | 11,554,000 | ||||||||||
Trademarks | 7 years | 6,230,000 | 407,917 | 5,822,083 | |||||||||||||
Patents | 7 years | 230,683 | 216,951 | 13,732 | |||||||||||||
Customer lists | 5 years | 307,153 | 60,004 | 247,149 | |||||||||||||
Total intangible assets | $ | 19,487,836 | $ | 1,850,872 | $ | 17,636,964 | |||||||||||
Goodwill | Indefinite | $ | 58,337,290 | $ | 58,337,290 | ||||||||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Summary of Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued expenses and other current liabilities consisted of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Compensation | $ | 1,114,252 | $ | 191,393 | |||||
Deferred rent obligation | 930,274 | 138,926 | |||||||
Sales and use tax | 484,134 | — | |||||||
Professional fees | 40,241 | 302,818 | |||||||
Insurance | 48,663 | — | |||||||
Accrued interest and other | 56,206 | 15,016 | |||||||
$ | 2,673,770 | $ | 648,153 | ||||||
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Convertible Notes Payable Outstanding | ' | ||||||||
The following convertible notes payable were outstanding as of December 31, 2013 and 2012: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Convertible note payable to unrelated parties, issuance date of October 2011 | $ | — | $ | 10,000 | |||||
Convertible note payable to unrelated parties, issuance date of April 2012 | — | 5,000 | |||||||
Convertible note payable to unrelated parties, issuance date of August 2012 | — | 10,000 | |||||||
Convertible note payable to unrelated parties, issuance date of September 2012 | — | 10,000 | |||||||
Convertible note payable to unrelated parties, issuance date of September 2012 | — | 12,500 | |||||||
Convertible note payable to unrelated parties, issuance date of September 2012 | 25,000 | 25,000 | |||||||
Convertible note payable to unrelated parties, issuance date of October 2012 | — | 25,000 | |||||||
Convertible note payable to unrelated parties, issuance date of October 2012 | — | 10,000 | |||||||
Convertible note payable to unrelated parties, issuance date of October 2012 | — | 25,000 | |||||||
Total convertible notes payable—short term | 25,000 | 132,500 | |||||||
Less: unamortized discounts due to beneficial conversions features | — | (33,394 | ) | ||||||
Total convertible notes payable—short term, net of discounts | $ | 25,000 | $ | 99,106 | |||||
LongTerm_Debt_and_Capital_Leas1
Long-Term Debt and Capital Lease Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Long Term Debt | ' | ||||||||
At December 31, 2013 and December 31, 2012, total long-term debt outstanding consisted of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Senior secured convertible notes payable to a related party, 9% interest due monthly in arrears, converted July 16, 2013 (Net of discount of nil and $1,313,897 as of December 31, 2013 and 2012, respectively) | — | 686,103 | |||||||
Secured convertible notes payable to related parties, 7% interest due monthly in arrears, due July 2016, repayment provisions discussed further below (Net of discount of $4,656,934 and nil as of December 31, 2013 and 2012, respectively) | 17,343,066 | — | |||||||
Capital lease obligations, imputed interest at 4.75 to 46.0%, with monthly payments of $1,507 and $8,540, through November 2016 and December 2013, secured by computer equipment and office furniture, respectively | 49,163 | 72,128 | |||||||
Total | 17,392,229 | 758,231 | |||||||
Less: current maturities | (16,096 | ) | (72,128 | ) | |||||
Long-term portion | $ | 17,376,133 | $ | 686,103 | |||||
Summary of Future Maturities of Long Term Debt and Capital Lease Obligations | ' | ||||||||
The following table summarizes future maturities of debt and capital lease obligations, as amended, as of December 31, 2013: | |||||||||
Year Ending December 31, | Amount | ||||||||
2014 | $ | 16,096 | |||||||
2015 | 16,877 | ||||||||
2016 | 22,016,190 | ||||||||
Subtotal (assuming repayment in cash) | 22,049,163 | ||||||||
Less discount on Convertible Note | (4,656,934 | ) | |||||||
Less current maturities | (16,096 | ) | |||||||
Total | $ | 17,376,133 | |||||||
Investment_in_Quest_Resource_M1
Investment in Quest Resource Management Group, LLC (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity Method Investments And Joint Ventures [Abstract] | ' | ||||||||
Total Purchase Price for Quest | ' | ||||||||
The following total purchase price for Quest as follows: | |||||||||
Consideration paid for Quest Interest | $ | 77,000,000 | |||||||
Non-controlling interest in the acquiree at the acquisition date fair value | 27,050,000 | ||||||||
Total Consideration | $ | 104,050,000 | |||||||
Net Assets and Liabilities Acquired | ' | ||||||||
The acquisition accounting for the acquired Quest Interests and the step up basis of the previously owned 50% interest resulted in assets, liabilities, intangibles and goodwill totaling $77,200,000 as follows: | |||||||||
Net assets and liabilities | $ | 1,214,804 | |||||||
Customer relationships | 12,720,000 | ||||||||
Trademarks | 6,230,000 | ||||||||
Goodwill | 57,035,196 | ||||||||
$ | 77,200,000 | ||||||||
Summary of Financial Condition and Operating Results of Quest | ' | ||||||||
The financial condition and operating results of Quest for the relevant periods are presented below: | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
Condensed operating statement information: | |||||||||
Net sales | $ | 135,211,874 | $ | 130,621,675 | |||||
Gross profit | 10,436,628 | 12,934,339 | |||||||
Income (loss) from operations | (3,684,856 | ) | 4,005,383 | ||||||
Net income (loss) | (3,788,086 | ) | 3,929,080 | ||||||
Reported as part of the Quest operations for the relevant periods | |||||||||
Equity in Quest Resource Management Group, LLC income | |||||||||
50% ownership interest | $ | 667,316 | $ | 1,964,540 | |||||
Consolidated amounts subsequent to July 16, 2013 | |||||||||
100% ownership interest | |||||||||
Net sales | $ | 66,335,172 | $ | — | |||||
Gross margin | 4,082,526 | — | |||||||
Income (loss) from operations | (5,075,480 | ) | — | ||||||
Net income (loss) | (5,126,033 | ) | — | ||||||
The balance sheet of Quest as of December 31, 2012 is present below: | |||||||||
December 31, | |||||||||
2012 | |||||||||
Condensed balance sheet information: | |||||||||
Current assets | $ | 20,718,638 | |||||||
Long-term assets | 2,118,295 | ||||||||
Total assets | $ | 22,836,933 | |||||||
Current liabilities | $ | 17,925,175 | |||||||
Long-term liabilities | — | ||||||||
Equity | 4,911,758 | ||||||||
Total liabilities and members’ equity | $ | 22,836,933 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Components of Net Deferred Taxes | ' | ||||||||
The components of net deferred taxes are as follows: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets (liabilities): | |||||||||
Net operating loss | $ | 4,212,000 | 1,029,000 | ||||||
Stock-based compensation | 2,103,000 | 1,177,000 | |||||||
Accrued interest expense | 150,000 | 155,000 | |||||||
Allowance for doubtful accounts | 47,000 | 22,000 | |||||||
Deferred lease liability | 70,000 | 50,000 | |||||||
Total deferred tax assets | 6,582,000 | 2,433,000 | |||||||
Less: valuation allowance | (6,582,000 | ) | (2,433,000 | ) | |||||
Net deferred taxes | $ | — | $ | — | |||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||
The reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax benefit reported in the accompanying consolidated financial statements is as follows: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
U.S. federal statutory rate applied to pretax income | $ | (6,051,780 | ) | $ | (11,713,000 | ) | |||
Permanent differences | 2,739,048 | 10,344,000 | |||||||
State taxes and other | 1,597,415 | (123,000 | ) | ||||||
Change in valuation allowance | 1,715,317 | 2,433,000 | |||||||
$ | — | $ | 941,000 | ||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
Summary of Company's Warrant Liability | ' | ||||
The following table summarizes the warrant liability valuation for the years ended December 31, 2013 and 2012: | |||||
Description | Fair Value Measurements | ||||
Warrant Liability | |||||
Beginning balance, December 31, 2011 | $ | — | |||
Issuances (Level 3) | 18,742,526 | ||||
Total (gains) or losses (Level 1 and 2) | 1,490,812 | ||||
Ending balance, December 31, 2012 | $ | 20,233,338 | |||
Issuances (Level 3) | 1,465,000 | ||||
Warrant conversion (Level 1 and 2) | (21,698,338 | ) | |||
Ending balance, December 31, 2013 | $ | — | |||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||
The following is a schedule, by year, of future minimum rental payments required under the operating lease agreement as of December 31, 2013: | |||||
Year Ended December 31, | Amount | ||||
2014 | $ | 278,118 | |||
2015 | 218,178 | ||||
2016 | 28,638 | ||||
2017 | 28,638 | ||||
$ | 553,572 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Schedule of Common Stock Shares Issued | ' | ||||||||||||||||||||
During the year ended December 31, 2013, we issued shares of common stock as follows: | |||||||||||||||||||||
Common Stock | Amount | ||||||||||||||||||||
Shares | |||||||||||||||||||||
Common stock issued for services | 69,017 | $ | 198,858 | ||||||||||||||||||
Common stock issued for Quest acquisition | 22,000,000 | 55,000,000 | |||||||||||||||||||
Note and interest conversions | 8,472,539 | 3,148,493 | |||||||||||||||||||
Warrant conversions | 7,232,779 | 21,698,338 | |||||||||||||||||||
37,774,335 | $ | 80,045,689 | |||||||||||||||||||
Summary of Warrants Issued and Outstanding | ' | ||||||||||||||||||||
The following table summarizes the warrants issued and outstanding as of December 31, 2013: | |||||||||||||||||||||
Warrants Issued and Outstanding as of December 31, 2013 | |||||||||||||||||||||
Date of | Exercise | Shares of | |||||||||||||||||||
Description | Issuance | Expiration | Price | Common Stock | |||||||||||||||||
Exercisable warrants | |||||||||||||||||||||
Warrant 1-1 | 3/22/12 | 3/21/17 | $ | 0.37 | 1,381,115 | ||||||||||||||||
Warrant 1-5 | 10/10/12 | 10/9/17 | $ | 0.37 | 5,524,461 | ||||||||||||||||
Warrant 1-6 | 3/29/13 | 3/21/17 | $ | 0.37 | 500,000 | ||||||||||||||||
Less warrants exercised | (7,405,576 | ) | |||||||||||||||||||
Total exercisable warrants | — | ||||||||||||||||||||
Contingent warrants | |||||||||||||||||||||
Warrant 1-2 | 3/22/12 | 3/21/17 | $ | 0.37 | 345,278 | ||||||||||||||||
Warrant 1-3 | 3/22/12 | 3/21/17 | $ | 0.37 | 345,278 | ||||||||||||||||
Warrant 1-4 | 3/22/12 | 3/21/17 | $ | 0.37 | 690,557 | ||||||||||||||||
Less warrants cancelled | (1,381,113 | ) | |||||||||||||||||||
Total contingent warrants | — | ||||||||||||||||||||
Total warrants issued and outstanding | — | ||||||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||||||
Following is a summary of stock option activity from January 1, 2012 through December 31, 2013: | |||||||||||||||||||||
Stock Options | |||||||||||||||||||||
Number | Exercise Price | Weighted- | |||||||||||||||||||
of Shares | Per Share | Average | |||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Per Share | |||||||||||||||||||||
Outstanding at January 1, 2012 | 1,381,115 | $ | 2.35 | $ | 2.35 | ||||||||||||||||
Granted | 1,969,000 | 2.00 – 2.79 | 2.1 | ||||||||||||||||||
Canceled/Forfeited | — | — | — | ||||||||||||||||||
Outstanding at December 31, 2012 | 3,350,115 | 2.00 – 2.79 | 2.2 | ||||||||||||||||||
Granted | 1,150,500 | 2.05 – 2.65 | 2.11 | ||||||||||||||||||
Canceled/Forfeited | 358,667 | 2.10 – 2.79 | 2.18 | ||||||||||||||||||
Outstanding at December 31, 2013 | 4,141,948 | 2.00 – 3.25 | 2.48 | ||||||||||||||||||
Summary of Stock Option Outstanding | ' | ||||||||||||||||||||
The following additional information applies to options outstanding at December 31, 2013: | |||||||||||||||||||||
Ranges of | Outstanding at | Weighted- | Weighted- | Exercisable at | Weighted- | ||||||||||||||||
December 31, | Average | Average | December 31, | Average | |||||||||||||||||
Exercise | 2013 | Remaining | Exercise | 2013 | Exercise | ||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Prices | Life | ||||||||||||||||||||
$2.00 – $3.25 | 4,141,948 | 8.5 | $ | 2.48 | 2,939,448 | $ | 2.63 | ||||||||||||||
The following additional information applies to options outstanding at December 31, 2012: | |||||||||||||||||||||
Ranges of | Outstanding at | Weighted- | Weighted- | Excercisable at | Weighted- | ||||||||||||||||
December 31, | Average | Average | December 31, | Average | |||||||||||||||||
Exercise | 2012 | Remaining | Exercise | 2012 | Exercise | ||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Prices | Life | ||||||||||||||||||||
$2.00 – $2.79 | 3,350,115 | 9.6 | $ | 2.2 | 1,922,782 | $ | 2.27 | ||||||||||||||
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, 2013 and 2012 were estimated using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions: | |||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||
Expected volatility | 105 | % | 155 | % | |||||||||||||||||
Risk-free interest rate | 1.51 | % | 0.7 | % | |||||||||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||||||||
Expected term in years | 5.8 | 5.4 |
Net_Loss_per_Share_Tables
Net Loss per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Computation of Basic and Diluted Earnings Per Share | ' | ||||||||
The following table sets forth the computation of basic and diluted loss per share: | |||||||||
Years ended December 31, | |||||||||
2013 | 2012 | ||||||||
Net loss applicable to common stockholders—numerator for basic and diluted earnings per share | $ | (17,799,351 | ) | $ | (42,151,493 | ) | |||
Weighted—average common shares outstanding—denominator for basic earnings per share | 77,055,327 | 56,988,497 | |||||||
Net loss per share: | |||||||||
Basic and diluted | $ | (0.23 | ) | $ | (0.74 | ) | |||
Schedule of Anti-dilutive Securities Excluded from Diluted Loss Per Share | ' | ||||||||
The following table sets forth the anti-dilutive securities excluded from diluted loss per share: | |||||||||
Anti-dilutive securities excluded from diluted loss per share: | |||||||||
Stock options | 4,141,948 | 3,350,115 | |||||||
Warrants | — | 8,286,689 | |||||||
Convertible notes | 11,022,841 | 5,633,542 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
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, | |||||||||
2013 | 2012 | ||||||||
Supplemental cash flow information: | |||||||||
Cash paid for interest | $ | 898,757 | $ | 114,266 | |||||
Cash flows from operating activities: | |||||||||
Common stock issued for deferred compensation | $ | — | $ | 260,000 | |||||
Common stock issued for conversion of related party debt, including accrued interest | $ | — | $ | 6,389,042 | |||||
Common stock issued for conversion of notes payable, including accrued interest | $ | 3,148,493 | $ | 187,466 | |||||
Common stock issued for services and loan fees | $ | 198,858 | $ | 366,025 | |||||
Common stock warrant liability and revaluations | $ | — | $ | 20,233,338 | |||||
Common stock issued for warrant liability – cashless exercise | $ | 21,698,338 | $ | — | |||||
Common stock issued for purchase of Quest Resource Management Group, LLC | $ | 55,000,000 | $ | — | |||||
Long-term senior secured convertible notes – related parties | $ | 22,000,000 | $ | — | |||||
Mezzanine financing reclassified to additional paid in capital | $ | — | $ | 1,375,933 | |||||
Discount to senior convertible note-related party | $ | 6,500,000 | $ | 2,000,000 |
The_Company_and_Description_of2
The Company and Description of Business and Future Liquidity Needs - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | |||
Jul. 16, 2013 | Dec. 31, 2013 | Oct. 28, 2013 | Dec. 31, 2012 | Oct. 17, 2012 | |
Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 200,000,000 | 200,000,000 | 100,000,000 | ' |
Preferred stock, shares authorized | ' | 10,000,000 | ' | 10,000,000 | ' |
Percentage of common stock held | ' | ' | ' | ' | 85.00% |
Number of classes of directors | ' | 3 | ' | ' | ' |
Percentage of ownership interest acquired | 50.00% | ' | ' | ' | ' |
Percentage of ownership interest held by company | 100.00% | ' | ' | ' | ' |
Common Stock [Member] | Earth911 Inc [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares of common stock issued exchanged | ' | 49,110,123 | ' | ' | ' |
Options Held [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Reserved for issuance an aggregate of shares issuable upon the exercise of options and warrants | ' | 1,831,115 | ' | ' | ' |
Warrant [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Reserved for issuance an aggregate of shares issuable upon the exercise of options and warrants | ' | 8,786,689 | ' | ' | ' |
Amended And Restated [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | 100,000,000 |
Preferred stock, shares authorized | ' | ' | ' | ' | 100,000,000 |
Common Stock [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Reverse split for common stock | ' | '1:5 | ' | ' | ' |
Shares of common stock issued exchanged | ' | 7,232,779 | ' | ' | ' |
Quest Resource Management Group, LLC [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Percentage of remaining ownership interest | 50.00% | ' | ' | ' | ' |
The_Company_and_Description_of3
The Company and Description of Business and Future Liquidity Needs - Summarized Pro Forma Consolidated Operating Results (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule Of Condensed Consolidating Statement Of Operations [Line Items] | ' | ' |
Net sales | $67,504,540 | $1,145,637 |
Gross profit | 5,073,870 | 1,109,616 |
Income (loss) from operations | -12,805,388 | -23,444,717 |
Net income (loss) | -17,799,351 | -42,151,493 |
Quest Resource Management Group, LLC [Member] | ' | ' |
Schedule Of Condensed Consolidating Statement Of Operations [Line Items] | ' | ' |
Net sales | 135,211,874 | 130,621,675 |
Gross profit | 10,436,628 | 12,934,339 |
Income (loss) from operations | -3,684,856 | 4,005,383 |
Net income (loss) | -3,788,086 | 3,883,788 |
Pro Forma [Member] | Quest Resource Management Group, LLC [Member] | ' | ' |
Schedule Of Condensed Consolidating Statement Of Operations [Line Items] | ' | ' |
Net sales | 136,361,242 | 131,767,312 |
Gross profit | 11,427,971 | 14,043,955 |
Income (loss) from operations | -11,798,709 | -19,439,334 |
Net income (loss) | ($17,128,720) | ($40,232,245) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' |
Accounts receivable, due period | '30 days | ' |
Allowance for accounts receivable | $319,735 | $7,398 |
Provisions on inventories | 0 | 0 |
Depreciation expense | 209,375 | 68,576 |
Potentially dilutive securities include options, warrants, and convertible promissory notes | 15,164,789 | 17,270,346 |
Tax benefit percentage of being realized upon ultimate settlement | 50.00% | ' |
Advertising expense | $29,440 | $108,590 |
Infinity outstanding shares prior reverse acquisition | 8,666,488 | ' |
Minimum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Percentage of voting right | 20.00% | ' |
Maximum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Percentage of voting right | 50.00% | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Changes in Allowance for Doubtful Accounts (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Regulatory Assets [Abstract] | ' | ' |
Beginning balance | $7,398 | ' |
Allowance from Quest acquisition | 263,887 | ' |
Bad debt expense (recoveries) | 62,017 | 7,398 |
Uncollectible accounts written off | -13,567 | ' |
Ending balance | $319,735 | $7,398 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Minimum [Member] | Computer equipment [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Useful lives of property and equipment | '3 years |
Minimum [Member] | Office furniture 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] | Computer equipment [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Useful lives of property and equipment | '5 years |
Maximum [Member] | Office furniture 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_Account6
Summary of Significant Accounting Policies - Schedule of Number of Customers that Accounted for More than Ten Percentage of Annual Sales and Receivable Balances (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
Person | Person | |
Regulatory Assets [Abstract] | ' | ' |
Number of Customers | 1 | 1 |
Customers Exceeding 10% of Revenue Revenue Combined Percent | 76.00% | 89.00% |
Accounts Receivable Combined Percent | 31.00% | 71.00% |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | ' | ' |
Finished goods inventory | $3,251 | $4,292 |
Reserve for inventory obsolescence of consumer electronics and computer devices | $0 | ' |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment Gross | $2,046,253 | $372,592 |
Less: accumulated depreciation | -1,400,768 | -215,904 |
Property plant and equipment Net | 645,485 | 156,688 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment Gross | 544,984 | ' |
Computer equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment Gross | 790,987 | 157,305 |
Office furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment Gross | 239,662 | 209,026 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment Gross | 458,257 | ' |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment Gross | $12,363 | $6,261 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation of leased equipment | $1,402 | $85,326 |
Office furniture and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Capital leases is included in the financial Statements | $49,163 | $187,357 |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Intangible Assets (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' |
Gross Carrying Amount | $19,487,836 |
Accumulated Amortization | 1,850,872 |
Net | 17,636,964 |
Goodwill Useful Life Description | 'Indefinite |
Goodwill Gross Carrying Amount | 58,337,290 |
Goodwill Net | 58,337,290 |
Customer relationships [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated Useful Life | '5 years |
Gross Carrying Amount | 12,720,000 |
Accumulated Amortization | 1,166,000 |
Net | 11,554,000 |
Trademarks [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated Useful Life | '7 years |
Gross Carrying Amount | 6,230,000 |
Accumulated Amortization | 407,917 |
Net | 5,822,083 |
Patents [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated Useful Life | '7 years |
Gross Carrying Amount | 230,683 |
Accumulated Amortization | 216,951 |
Net | 13,732 |
Customer lists [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated Useful Life | '5 years |
Gross Carrying Amount | 307,153 |
Accumulated Amortization | 60,004 |
Net | $247,149 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Amortization expense relates to intangible assets | $1,608,427 |
Expected amortization expense, 2014 through 2017 relates to intangible assets | 3.5 |
Expected amortization expense 2018, relates to intangible assets | 2,100,000 |
Indefinite-lived intangible assets other than goodwill | $0 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Payables And Accruals [Abstract] | ' | ' |
Compensation | $1,114,252 | $191,393 |
Deferred rent obligation | 930,274 | 138,926 |
Sales and use tax | 484,134 | ' |
Professional fees | 40,241 | 302,818 |
Insurance | 48,663 | ' |
Accrued interest and other | 56,206 | 15,016 |
Accrued Liabilities, Total | $2,673,770 | $648,153 |
Line_of_Credit_Additional_Info
Line of Credit - Additional Information (Detail) (Revolving Credit Facility [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Line of Credit Facility [Line Items] | ' |
Line of credit facility agreement date | 15-Dec-10 |
Working capital from loan agreement with Regions Bank | $10,000,000 |
Interest on outstanding principal amount | 4.75% |
Fluctuating interest rate based on base rate | 1.50% |
Outstanding principal amount on line of credit facility | 2,750,000 |
Amount available to be borrow under line of credit facility | $7,250,000 |
Interest rate line of credit facility description | 'The base rate for any day is the greater of (a) the Federal funds rate plus one-half of 1%, (b) the Regions published effective prime rate, or (c) the Eurodollar rate for such day based on an interest period of one month. |
Line of credit facility expiration date | 13-Feb-14 |
Eligible Accounts Receivable [Member] | Largest Customer [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Percentage of accounts receivable form Quest's customers | 60.00% |
Eligible Accounts Receivable [Member] | Other Customer [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Percentage of accounts receivable form Quest's customers | 85.00% |
Convertible_Notes_Payable_Addi
Convertible Notes Payable - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Dec. 31, 2013 | Apr. 30, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | |
Convertible note payable to unrelated parties, issuance date of October 2011 [Member] | Convertible note payable to unrelated parties, issuance date of October 2011 [Member] | Convertible note payable to unrelated parties, issuance date of April 2012 [Member] | Convertible note payable to unrelated parties, issuance date of April 2012 [Member] | Convertible note payable to unrelated parties, issuance date of August 2012 [Member] | Convertible note payable to unrelated parties, issuance date of August 2012 [Member] | Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | ||||
Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | Accrued Interest [Member] | |||||||||||||||
Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity, Starting date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17-Oct-12 | ' | ' | ' | ' | ' | ' |
Debt instrument maturity, Ending date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-13 | ' | ' | ' | ' | ' | ' |
Debt instrument principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $107,500 | $142,218 | ' | ' | ' | ' | ' |
Debt instrument interest amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,493 | 7,747 | ' | ' | ' | ' | ' |
Number of shares converted in to common stock | ' | ' | ' | ' | 9,278 | ' | 3,130 | ' | 8,460 | ' | 8,339 | ' | 10,418 | ' | 21,031 | ' | 8,292 | ' | 20,994 | 89,942 | 118,038 | 22,841 | 108,680 | ' | 23,201 | 23,201 |
Convertible notes issued during the period | ' | ' | ' | 10,000 | ' | 5,000 | ' | 10,000 | ' | 10,000 | ' | 12,500 | ' | 25,000 | ' | 10,000 | ' | 25,000 | ' | ' | ' | ' | ' | 25,000 | ' | ' |
Debt instrument maturity date extended | ' | ' | ' | '30 days | ' | '30 days | ' | '30 days | ' | '30 days | ' | '30 days | ' | '30 days | ' | '30 days | ' | '30 days | ' | ' | ' | ' | ' | '30 days | ' | ' |
Debt instrument interest rate | ' | ' | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | 10.00% | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Common Stock value per share | $0.00 | $3 | $0.00 | $1.25 | ' | $1.75 | ' | $1.25 | ' | $1.25 | ' | $1.25 | ' | $1.25 | ' | $1.25 | ' | $1.25 | ' | ' | ' | ' | ' | $1.25 | ' | ' |
Debt instrument beneficial conversion feature amount | $5,500,000 | ' | ' | $5,200 | ' | $2,712 | ' | $6,400 | ' | $8,600 | ' | $10,750 | ' | $11,000 | ' | $2,400 | ' | $13,000 | ' | ' | ' | ' | ' | $17,500 | ' | ' |
Convertible_Notes_Payable_Summ
Convertible Notes Payable - Summary of Convertible Notes Payable Outstanding (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | $25,000 | $132,500 |
Less: unamortized discounts due to beneficial conversions features | ' | -33,394 |
Total convertible notes payable-short term, net of discounts | 25,000 | 99,106 |
Convertible note payable to unrelated parties, issuance date of October 2011 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | 10,000 |
Convertible note payable to unrelated parties, issuance date of April 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | 5,000 |
Convertible note payable to unrelated parties, issuance date of August 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | 10,000 |
Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | 10,000 |
Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | 12,500 |
Convertible note payable to unrelated parties, issuance date of September 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | 25,000 | 25,000 |
Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | 25,000 |
Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | 10,000 |
Convertible note payable to unrelated parties, issuance date of October 2012 [Member] | ' | ' |
Notes Payable [Line Items] | ' | ' |
Total convertible notes payable - short term | ' | $25,000 |
LongTerm_Debt_and_Capital_Leas2
Long-Term Debt and Capital Lease Obligations - Summary of Long Term Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Debt and Capital lease obligation, Total | $17,392,229 | $758,231 |
Less: current maturities | -16,096 | -72,128 |
Long-term portion | 17,376,133 | 686,103 |
Capital lease obligations, Imputed interest at 4.75 to 46.0% [Member] | ' | ' |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Capital lease obligations, imputed interest at 43.0% to 46.0%, with monthly payments of $1,507 and $8,540, through November 2016 and December 2013, secured by computer equipment and office furniture, respectively | 49,163 | 72,128 |
Nine Percent Senior Secured Notes Due Two Thousand Thirteen [Member] | ' | ' |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Secured convertible notes payable to related parties | ' | 686,103 |
Seven Percent Secured Notes Due Two Thousand Sixteen [Member] | ' | ' |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Secured convertible notes payable to related parties | $17,343,066 | ' |
LongTerm_Debt_and_Capital_Leas3
Long-Term Debt and Capital Lease Obligations - Summary of Long Term Debt (Parenthetical) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Capital lease obligations, Imputed interest at 4.75 to 46.0% [Member] | ' | ' |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Imputed interest rate for capital lease obligation, minimum | 4.75% | ' |
Imputed interest rate for capital lease obligation, maximum | 46.00% | ' |
Monthly installment capital lease obligation | $1,507 | ' |
Capital lease obligations, Imputed interest at 4.75 to 46.0% [Member] | November 2016 [Member] | ' | ' |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Monthly installment capital lease obligation | 8,540 | ' |
Nine Percent Senior Secured Notes Due Two Thousand Thirteen [Member] | ' | ' |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Interest rate on convertible notes | 9.00% | ' |
Debt instrument converted date | 16-Jul-13 | ' |
Debt instrument, net of discount | ' | 1,313,897 |
Seven Percent Secured Notes Due Two Thousand Sixteen [Member] | ' | ' |
Long Term Debt And Equity Financings [Line Items] | ' | ' |
Interest rate on convertible notes | 7.00% | ' |
Debt instrument, maturity date | 'July 2016 | ' |
Debt instrument, net of discount | $4,656,934 | ' |
LongTerm_Debt_and_Capital_Leas4
Long-Term Debt and Capital Lease Obligations - Additional Information (Detail) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Mar. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 16, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Jul. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2013 | Jul. 16, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | Oct. 31, 2012 | Mar. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
Warrant | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Secured Promissory Notes [Member] | Convertible Secured Promissory Notes [Member] | Forty Two Month Warrant [Member] | Forty Five Month Warrant [Member] | Forty Eight Month Warrant [Member] | Stockbridge Senior Secured Convertible Note [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | President of Quest [Member] | Stockbridge Enterprises, LP [Member] | Stockbridge Enterprises, LP [Member] | Stockbridge Enterprises, LP [Member] | Stockbridge Enterprises, LP [Member] | Before Maturity Period [Member] | Before Maturity Period [Member] | Warrant 1-1 [Member] | Warrant 1-1 [Member] | Warrant 1-5 [Member] | Warrant 1-5 [Member] | Warrant 1-6 [Member] | Warrant 1-6 [Member] | Warrant 1-2 [Member] | Warrant 1-3 [Member] | Warrant 1-4 [Member] | Warrant [Member] | Warrant [Member] | |||||
Convertible Secured Promissory Notes [Member] | Convertible Secured Promissory Notes [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||
Amendment [Member] | ||||||||||||||||||||||||||||||||||
Long Term Debt Maturity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note converted into common stock | ' | ' | ' | ' | ' | 89,942 | 118,038 | ' | ' | ' | ' | ' | 8,382,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual interest rate on convertible note | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price of notes to common stock | ' | $2 | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.36 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days for calculating average bid price | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tenure of warrant issued | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant to acquire | ' | ' | ' | ' | ' | ' | ' | ' | ' | 345,278 | 345,278 | 690,557 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,381,115 | ' | 5,524,461 | 500,000 | ' | ' | ' | ' | ' | ' |
Number of contingent warrants issued | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercisable per common share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.37 | ' | $0.37 | ' | $0.37 | ' | $0.37 | $0.37 | $0.37 | ' | ' |
Warrant liability accounted in connection with issuance of convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,742,526 | ' |
Warrant liability allocated as discount to convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' |
Warrant liability expensed as financing cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,242,526 | ' |
Value of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,233,338 |
Increase in warrant liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,490,812 |
Valuation loss due to increase in warrant liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,490,812 |
Increase in convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized portion of the debt discount | ' | 4,656,934 | 4,656,934 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,313,897 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense related to the amortization of the discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,313,897 | 492,696 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable rights to purchase common stock, shares | ' | ' | ' | 6,905,576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,405,576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Exercise price of warrants | ' | ' | ' | 0.37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock closing price on date of warrant exercise | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of warrant price in excess of closing price of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Closing price of common stock on date of exercise of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net number value | 21,698,338 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net number of shares | 7,232,779 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued, per share under cashless exercise option | $3 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible secured promissory note principle amount payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000,000 | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Security interest, Secured | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership by officials before acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes accrue interest payable beginning | ' | ' | ' | ' | ' | ' | ' | 5-Sep-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes accrue interest payable in one installment | ' | ' | ' | ' | ' | ' | ' | 16-Jul-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of each sellers note paid down by first capital rise | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note beneficial conversion feature | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock conversion adjusted | ' | ' | 'Common stock has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits, or both. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized discount on sellers notes | ' | 4,656,934 | 4,656,934 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense on seller notes | ' | 708,822 | 4,196,279 | 996,924 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of discount on sellers notes | ' | 843,066 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note value in excess of principal, if converted | ' | ' | $1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_and_Capital_Leas5
Long-Term Debt and Capital Lease Obligations - Summary of Future Maturities of Long Term Debt and Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Long Term Debt [Abstract] | ' | ' |
2014 | $16,096 | ' |
2015 | 16,877 | ' |
2016 | 22,016,190 | ' |
Subtotal (assuming repayment in cash) | 22,049,163 | ' |
Less discount on Convertible Note | -4,656,934 | ' |
Less current maturities | -16,096 | -72,128 |
Total | $17,376,133 | ' |
Investment_in_Quest_Resource_M2
Investment in Quest Resource Management Group, LLC - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | ||||
Jul. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 16, 2013 | Dec. 31, 2013 | |
Chief Executive Officer [Member] | President of Quest [Member] | Quest Resource Management Group, LLC [Member] | Quest Resource Management Group, LLC [Member] | Quest Resource Management Group, LLC [Member] | QRHC [Member] | ||||
Ownership Interests [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Remaining ownership interest acquired | 50.00% | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Percentage of ownership interest held by company | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Percentage of ownership Transfer to QRHC | 100.00% | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Purchase price allocation for assets, liabilities, intangibles and goodwill total | ' | $104,050,000 | ' | ' | ' | ' | ' | $104,050,000 | ' |
Gain on investment | ' | ' | ' | ' | ' | ' | 23,449,372 | ' | ' |
Business Acquisition Shares issued | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | 22,000,000 |
Business Acquisition, Share Price | ' | ' | ' | ' | ' | ' | ' | ' | $2.50 |
Sellers Notes in the principal amount | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | 22,000,000 |
Business acquisition , consideration Paid | ' | 77,000,000 | ' | 77,000,000 | 77,000,000 | ' | ' | ' | ' |
Allocation of the purchase price resulting in additional goodwill and intangible assets | ' | ' | ' | ' | ' | 75,985,196 | 75,985,196 | ' | ' |
Impairment of goodwill | ' | 26,850,039 | 17,636,569 | ' | ' | ' | 26,850,039 | ' | ' |
Amortization of the intangible assets | ' | 1,608,427 | ' | ' | ' | ' | 1,608,426 | ' | ' |
Gain on acquired assets | ' | $23,449,372 | ' | ' | ' | ' | $23,449,372 | ' | ' |
Investment_in_Quest_Resource_M3
Investment in Quest Resource Management Group, LLC - Total Purchase Price for Quest (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Business Combination Increase Decrease To Reflect Liabilities Acquired At Fair Value [Abstract] | ' |
Consideration paid for Quest Interest | $77,000,000 |
Non-controlling interest in the acquiree at the acquisition date fair value | 27,050,000 |
Total Consideration | $104,050,000 |
Investment_in_Quest_Resource_M4
Investment in Quest Resource Management Group, LLC - Net Assets and Liabilities Acquired (Detail) (USD $) | Dec. 31, 2013 | Jul. 16, 2013 |
Business Acquisition [Line Items] | ' | ' |
Goodwill | $58,337,290 | ' |
Assets and liabilities acquired including goodwill net | 104,050,000 | ' |
Quest Resource Management Group, LLC [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Net assets and liabilities | 1,214,804 | ' |
Goodwill | 83,885,196 | ' |
Assets and liabilities acquired including goodwill net | ' | 104,050,000 |
Quest Resource Management Group, LLC [Member] | Customer relationships [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets other than goodwill | 12,720,000 | ' |
Quest Resource Management Group, LLC [Member] | Trademarks [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets other than goodwill | $6,230,000 | ' |
Investment_in_Quest_Resource_M5
Investment in Quest Resource Management Group, LLC - Summary of Financial Condition and Operating Results of Quest Recycling Services (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Ownership Interests [Line Items] | ' | ' |
Net sales | $67,504,540 | $1,145,637 |
Gross profit | 5,073,870 | 1,109,616 |
Income (loss) from operations | -12,805,388 | -23,444,717 |
Net income (loss) | -17,799,351 | -42,151,493 |
Equity in Quest Resource Management Group, LLC income | 667,316 | 1,964,540 |
Current assets | 23,930,912 | 702,052 |
Total assets | 100,646,543 | 5,261,949 |
Current liabilities | 29,289,520 | 1,302,346 |
Total liabilities and stockholders' equity (deficit) | 100,646,543 | 5,261,949 |
Quest Resource Management Group, LLC [Member] | ' | ' |
Ownership Interests [Line Items] | ' | ' |
Net sales | 135,211,874 | 130,621,675 |
Gross profit | 10,436,628 | 12,934,339 |
Income (loss) from operations | -3,684,856 | 4,005,383 |
Net income (loss) | -3,788,086 | 3,883,788 |
Current assets | ' | 20,718,638 |
Long-term assets | ' | 2,118,295 |
Total assets | ' | 22,836,933 |
Current liabilities | ' | 17,925,175 |
Long-term liabilities | ' | ' |
Equity | ' | 4,911,758 |
Total liabilities and stockholders' equity (deficit) | ' | 22,836,933 |
Quest Resource Management Group, LLC [Member] | 50% ownership interest [Member] | ' | ' |
Ownership Interests [Line Items] | ' | ' |
Equity in Quest Resource Management Group, LLC income | 667,316 | 1,964,540 |
Quest Resource Management Group, LLC [Member] | 100% ownership interest [Member] | ' | ' |
Ownership Interests [Line Items] | ' | ' |
Equity in Quest Resource Management Group, LLC income | ' | ' |
Quest Resource Management Group, LLC [Member] | Consolidated amounts subsequent to July 16, 2013 [Member] | ' | ' |
Ownership Interests [Line Items] | ' | ' |
Net sales | 66,335,172 | ' |
Gross profit | 4,082,526 | ' |
Income (loss) from operations | -5,075,480 | ' |
Net income (loss) | ($5,126,033) | ' |
Investment_in_Quest_Resource_M6
Investment in Quest Resource Management Group, LLC - Summary of Financial Condition and Operating Results of Quest Recycling Services (Parenthetical) (Detail) (Quest Resource Management Group, LLC [Member]) | Dec. 31, 2013 |
50% ownership interest [Member] | ' |
Ownership Interests [Line Items] | ' |
Ownership interest percentage | 50.00% |
100% ownership interest [Member] | ' |
Ownership Interests [Line Items] | ' |
Ownership interest percentage | 100.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Valuation allowances | $4,149,000 | $2,433,000 |
Federal Income tax net operating loss carry forward | $4,212,000 | ' |
Federal Income tax net operating loss carry forward, expiration dates | 'Various dates beginning in 2032 | ' |
Income_Taxes_Components_of_Net
Income Taxes - Components of Net Deferred Taxes (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss | $4,212,000 | $1,029,000 |
Stock-based compensation | 2,103,000 | 1,177,000 |
Accrued interest expense | 150,000 | 155,000 |
Allowance for doubtful accounts | 47,000 | 22,000 |
Deferred lease liability | 70,000 | 50,000 |
Total deferred tax assets | 6,582,000 | 2,433,000 |
Less: valuation allowance | -6,582,000 | -2,433,000 |
Net deferred taxes | ' | ' |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
U.S. federal statutory rate applied to pretax income | ($6,051,780) | ($11,713,000) |
Permanent differences | 2,739,048 | 10,344,000 |
State taxes and other | 1,597,415 | -123,000 |
Change in valuation allowance | 1,715,317 | 2,433,000 |
Total income tax expense (benefit) | ' | $941,054 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | ||
Mar. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Black Scholes Model [Member] | ||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Fair value assumption, expected volatility | ' | ' | ' | 66.00% |
Fair value assumption, risk free interest rate | ' | ' | ' | 1.00% |
Fair value assumption, expected term | ' | ' | ' | '5 years |
Fair value assumption, expected dividend yield | ' | ' | ' | 0.00% |
Grant date fair value of the initial warrant valuation | ' | $2.56 | ' | ' |
Closing market price of common stock | $3 | ' | ' | ' |
Number of shares, exercisable right | ' | ' | 6,905,576 | ' |
Exercise price of warrants | ' | ' | 0.37 | ' |
Warrant outstanding, number value | $1,465,000 | ' | $20,233,338 | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Summary of Company's Warrant Liability (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Disclosures [Abstract] | ' | ' |
Beginning balance | $20,233,338 | ' |
Issuances (Level 3) | 1,465,000 | 18,742,526 |
Total (gains) or losses (Level 1 and 2) | -21,698,338 | 1,490,812 |
Ending balance | ' | $20,233,338 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Payment Of Commitment And Contingencies [Line Items] | ' | ' |
Operating lease expense | $271,383 | $287,806 |
Operating lease renewal option period | '60 months | ' |
Operating lease agreement rent abatement period | '5 months | ' |
Scottsdale [Member] | ' | ' |
Payment Of Commitment And Contingencies [Line Items] | ' | ' |
Operating lease Period | '66 months | ' |
Operating leases expiring period | 'March 2017 | ' |
Frisco [Member] | ' | ' |
Payment Of Commitment And Contingencies [Line Items] | ' | ' |
Operating lease Period | '60 months | ' |
Operating leases expiring period | 'September 2015 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
Operating Leases Future Minimum Payments Due [Abstract] | ' |
2014 | $278,118 |
2015 | 218,178 |
2016 | 28,638 |
2017 | 28,638 |
Operating lease total | $553,572 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 28, 2013 | Mar. 29, 2013 | Oct. 31, 2012 | |
Schedule Of Stockholders Equity [Line Items] | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' |
Preferred stock, par vale | $0.00 | $0.00 | ' | ' | ' |
Preferred stock, shares issued | 0 | 0 | ' | ' | ' |
Preferred stock, shares outstanding | 0 | 0 | ' | ' | ' |
Common stock, shares authorized | 200,000,000 | 100,000,000 | 200,000,000 | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | $3 | ' |
Common stock, shares issued | 95,814,565 | 58,040,230 | ' | ' | ' |
Common stock, shares outstanding | 95,814,565 | 58,040,230 | ' | ' | ' |
Common stock issued for services, Shares | 69,017 | ' | ' | ' | ' |
Common stock issued for services, Value | $198,858 | $249,025 | ' | ' | ' |
Exercise price of warrants | $0.37 | $0.37 | ' | $0.37 | ' |
Outstanding exercisable warrants | 0 | ' | ' | ' | ' |
Outstanding contingent warrants | ' | 1,381,113 | ' | ' | ' |
Number of shares available for grant | ' | ' | ' | ' | 7,500,000 |
weighted-average grant-date fair value of options granted | $1.69 | $2.10 | ' | ' | ' |
Options outstanding, intrinsic value | 72,125 | 2,331,698 | ' | ' | ' |
Options exercisable, intrinsic value | 22,500 | 1,199,613 | ' | ' | ' |
Stock based compensation expense | 2,194,390 | 1,661,673 | ' | ' | ' |
Unvested share-based awards | $2,435,000 | ' | ' | ' | ' |
unearned stock-based compensation recognized | '2 years 2 months 12 days | ' | ' | ' | ' |
Warrant [Member] | ' | ' | ' | ' | ' |
Schedule Of Stockholders Equity [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | 6,905,576 | ' | 500,000 | ' |
Stockholders_Equity_Schedule_o
Stockholders' Equity - Schedule of Common Stock Shares Issued (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' |
Common stock issued for services, common stock shares | 69,017 | ' |
Common stock issued for Quest, common stock shares | 22,000,000 | ' |
Note conversions discounts and interest, common stock shares | 8,472,539 | ' |
Warrant conversions, common stock shares | 7,232,779 | ' |
Total common stock shares | 37,774,335 | ' |
Common stock issued for services, amount | $198,858 | $249,025 |
Common stock issued for Quest, amount | 55,000,000 | ' |
Note conversions discounts and interest, amount | 3,148,493 | 215,066 |
Warrant conversions, amount | 21,698,338 | ' |
Total common stock amount | $80,045,689 | ' |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Warrants Issued and Outstanding (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 29, 2013 | |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Exercise price of warrants | $0.37 | $0.37 | $0.37 |
Shares of Common Stock | ' | 1,381,113 | ' |
Exercisable Warrants [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Shares of Common Stock | ' | ' | ' |
Exercisable Warrants [Member] | Warrant 1-1 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Date of Issuance | 22-Mar-12 | ' | ' |
Date of Expiration | '2017-03-21 | ' | ' |
Exercise price of warrants | $0.37 | ' | ' |
Shares of Common Stock | 1,381,115 | ' | ' |
Exercisable Warrants [Member] | Warrant 1-5 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Date of Issuance | 10-Oct-12 | ' | ' |
Date of Expiration | '2017-10-09 | ' | ' |
Exercise price of warrants | $0.37 | ' | ' |
Shares of Common Stock | 5,524,461 | ' | ' |
Exercisable Warrants [Member] | Warrant 1-6 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Date of Issuance | 29-Mar-13 | ' | ' |
Date of Expiration | '2017-03-21 | ' | ' |
Exercise price of warrants | $0.37 | ' | ' |
Shares of Common Stock | 500,000 | ' | ' |
Exercisable Warrants [Member] | Less warrants exercised [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Shares of Common Stock | -7,405,576 | ' | ' |
Contingent Warrants [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Shares of Common Stock | ' | ' | ' |
Contingent Warrants [Member] | Warrant 1-2 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Date of Issuance | 22-Mar-12 | ' | ' |
Date of Expiration | '2017-03-21 | ' | ' |
Exercise price of warrants | $0.37 | ' | ' |
Shares of Common Stock | 345,278 | ' | ' |
Contingent Warrants [Member] | Warrant 1-3 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Date of Issuance | 22-Mar-12 | ' | ' |
Date of Expiration | '2017-03-21 | ' | ' |
Exercise price of warrants | $0.37 | ' | ' |
Shares of Common Stock | 345,278 | ' | ' |
Contingent Warrants [Member] | Warrant 1-4 [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Date of Issuance | 22-Mar-12 | ' | ' |
Date of Expiration | '2017-03-21 | ' | ' |
Exercise price of warrants | $0.37 | ' | ' |
Shares of Common Stock | 690,557 | ' | ' |
Contingent Warrants [Member] | Warrants Cancelled [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Shares of Common Stock | -1,381,113 | ' | ' |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding balance, number of shares | 3,350,115 | 1,381,115 |
Granted, number of shares | 1,150,500 | 1,969,000 |
Canceled/Forfeited, number of shares | 358,667 | ' |
Outstanding balance, number of shares | 4,141,948 | 3,350,115 |
Outstanding balance, weighted average exercise price per share | $2.20 | $2.35 |
Granted, weighted average exercise price per share | $2.11 | $2.10 |
Canceled/Forfeited, weighted average exercise price per share | $2.18 | ' |
Outstanding balance, weighted average exercise price per share | $2.48 | $2.20 |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding balance, exercise price per share | $2 | ' |
Granted, exercise price per share | $2.05 | $2 |
Canceled/Forfeited, exercise price per share | $2.10 | ' |
Outstanding balance, exercise price per share | $2 | $2 |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Outstanding balance, exercise price per share | $2.79 | $2.35 |
Granted, exercise price per share | $2.65 | $2.79 |
Canceled/Forfeited, exercise price per share | $2.79 | ' |
Outstanding balance, exercise price per share | $3.25 | $2.79 |
Stockholders_Equity_Summary_of2
Stockholders' Equity - Summary of Stock Option Outstanding (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Equity [Abstract] | ' | ' | ' |
Option Outstanding - Range of Exercise Prices, Lower Limit | $2 | $2 | ' |
Option Outstanding - Range of Exercise Prices, Upper Limit | $3.25 | $2.79 | ' |
Option Outstanding - Number of Shares | 4,141,948 | 3,350,115 | 1,381,115 |
Option Outstanding - Weighted-Average Remaining Contractual Life | '8 years 6 months | '9 years 7 months 6 days | ' |
Option Outstanding - Weighted Average Exercise Price | $2.48 | $2.20 | $2.35 |
Option Exercisable | 2,939,448 | 1,922,782 | ' |
Option Exercisable - Weighted Average Exercise Price | $2.63 | $2.27 | ' |
Stockholders_Equity_Schedule_o1
Stockholders' Equity - Schedule of Weighted-Average Estimated Value of Employee Stock Options Granted (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' |
Expected volatility | 105.00% | 155.00% |
Risk-free interest rate | 1.51% | 0.70% |
Expected dividends | 0.00% | 0.00% |
Expected term in years | '5 years 9 months 18 days | '5 years 4 months 24 days |
Net_Loss_per_Share_Additional_
Net Loss per Share - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | ' | ' |
Potentially dilutive securities include options, warrants, and convertible promissory notes | 15,164,789 | 17,270,346 |
Net_Loss_per_Share_Schedule_of
Net Loss per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | ' | ' |
Net loss applicable to common stockholders-numerator for basic and diluted earnings per share | ($17,799,351) | ($42,151,493) |
Weighted-average common shares outstanding-denominator for basic earnings per share | 77,055,327 | 56,988,497 |
Basic and Diluted | ($0.23) | ($0.74) |
Net_Loss_per_Share_Schedule_of1
Net Loss per Share - Schedule of Anti-dilutive Securities Excluded from Diluted Loss Per Share (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share | 15,164,789 | 17,270,346 |
Stock Options Granted [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share | 4,141,948 | 3,350,115 |
Warrants [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share | ' | 8,286,689 |
Convertible Notes [Member] | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities excluded from diluted earnings per share | 11,022,841 | 5,633,542 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information - Summary of Supplemental Information to Consolidated Statements of Cash Flows (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | $898,757 | $114,266 |
Cash flows from operating activities: | ' | ' |
Common stock issued for deferred compensation | ' | 260,000 |
Common stock issued for services and loan fees | 198,858 | 366,025 |
Common stock warrant liability and revaluations | ' | 20,233,338 |
Common stock issued for warrant liability - cashless exercise | 21,698,338 | ' |
Common stock issued for purchase of Quest Resource Management Group, LLC | 55,000,000 | 17,332,975 |
Mezzanine financing reclassified to additional paid in capital | ' | 1,375,933 |
Discount to senior convertible note-related party | 6,500,000 | 2,000,000 |
Related Party [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Common stock issued for conversion of notes payable, including accrued interest | ' | 6,389,042 |
Long-term senior secured convertible notes - related parties | 22,000,000 | ' |
Notes Payable [Member] | ' | ' |
Cash flows from operating activities: | ' | ' |
Common stock issued for conversion of notes payable, including accrued interest | $3,148,493 | $187,466 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||
Jul. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Mar. 29, 2013 | Oct. 31, 2012 | Jul. 16, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | |
Warrant 1-6 [Member] | Warrant 1-6 [Member] | Warrant 1-6 [Member] | Seller Notes [Member] | Warrant 1-5 [Member] | Warrant 1-5 [Member] | Warrant 1-2 [Member] | Warrant 1-2 [Member] | Warrant 1-3 [Member] | Warrant 1-3 [Member] | Warrant 1-4 [Member] | Warrant 1-4 [Member] | Amendment [Member] | Stockbridge Enterprises, LP [Member] | Stockbridge Enterprises, LP [Member] | Stockbridge Enterprises, LP [Member] | Stockbridge Enterprises, LP [Member] | Before Maturity Period [Member] | Before Maturity Period [Member] | After Maturity Period [Member] | ||||
Warrant 1-5 [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | $3,000,000 | ' | ' | ' | ' | ' |
Convertible debt interest accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,500 | ' | ' | ' | ' | ' | ' |
Converted common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,382,597 | ' | ' | ' | ' | ' | ' |
Warrant to acquire | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Convertible note maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'October 1, 2014 | ' | ' | ' | ' |
Conversion price of notes to common stock | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.36 | $0.50 | $0.25 |
Warrant to acquire | ' | ' | ' | ' | 500,000 | ' | ' | ' | 5,524,461 | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Warrant exercisable period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '42 months | ' | '45 months | ' | '48 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares for exercise of one warrant | ' | ' | ' | ' | ' | 6 | ' | 5 | ' | ' | 2 | ' | 3 | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Note Amendment Description | ' | '(i) amended how the fair market value of our common stock, on the date of exercise, would be defined in a formula used to calculate the net number of shares that Stockbridge would receive upon a cashless exercise, (ii) extended the maturity date of the Convertible Note to October 1, 2015, (iii) revised the terms of Warrant 1-5 to apply the conversion rate from the Earth911 to the number of shares of our common stock underlying Warrant 1-5 and the exercise price at which such shares would be issued upon the exercise date, and (iv) amended the exercisable dates of the contingent Warrant 1-2, the contingent Warrant 1-3, and the contingent Warrant 1-4 to be exercisable 42 months, 45 months, and 48 months, respectively, following the issuance date of the contingent warrants. Finally, Stockbridge retroactively agreed to waive its right to effect a partial conversion of the Convertible Note, with such waiver to be effective for a period of 12 months from October 17, 2012. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable rights to purchase common stock, shares | ' | ' | 6,905,576 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,405,576 | ' | ' | ' |
Warrant expiration period | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes accrue interest payable beginning | 16-Jul-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Shares issued | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sellers Notes in the principal amount | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, fair market value | $2.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total purchase price paid | 77,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unpaid interest related to the Sellers Notes | ' | ' | ' | ' | ' | ' | $132,878 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill_and_Valuation_Impairm
Goodwill and Valuation Impairment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Goodwill recognized | $58,337,290 | ' |
Impairment of goodwill | 26,850,039 | 17,636,569 |
Gain on equity interest in Quest Resource Management Group, LLC | 667,316 | 1,964,540 |
Earth911 Inc [Member] | ' | ' |
Goodwill And Other Intangible Assets [Line Items] | ' | ' |
Goodwill recognized | ' | 17,636,569 |
Impairment of goodwill | 26,850,039 | ' |
Gain on equity interest in Quest Resource Management Group, LLC | 23,449,372 | ' |
impact of the goodwill impairment and gain on investment | $3,400,667 | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member]) | 0 Months Ended |
Feb. 24, 2014 | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares converted into common stock | 23,201 |