Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | QRHC | |
Entity Registrant Name | Quest Resource Holding Corporation | |
Entity Central Index Key | 1442236 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 111,657,804 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $3,311,537 | $3,154,540 |
Accounts receivable, less allowance for doubtful accounts of $533,094 and $760,917 as of March 31, 2015 and December 31, 2014, respectively | 28,621,862 | 29,631,843 |
Prepaid expenses and other current assets | 752,015 | 684,032 |
Total current assets | 32,685,414 | 33,470,415 |
Goodwill | 58,337,290 | 58,337,290 |
Intangible assets, net | 14,363,363 | 15,115,617 |
Property and equipment, net, and other assets | 860,268 | 753,493 |
Total assets | 106,246,335 | 107,676,815 |
Current liabilities: | ||
Line of credit | 5,250,000 | 5,250,000 |
Accounts payable and accrued liabilities | 26,379,122 | 26,621,907 |
Deferred revenue and other current liabilities | 323,521 | 282,189 |
Total current liabilities | 31,952,643 | 32,154,096 |
Other long-term liabilities | 44,127 | 45,206 |
Total liabilities | 31,996,770 | 32,199,302 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of March 31, 2015 and December 31, 2014, respectively | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 111,657,804 and 111,601,304 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 111,658 | 111,601 |
Additional paid-in capital | 151,080,327 | 150,789,292 |
Accumulated deficit | -76,942,420 | -75,423,380 |
Total stockholders’ equity | 74,249,565 | 75,477,513 |
Total liabilities and stockholders’ equity | $106,246,335 | $107,676,815 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $533,094 | $760,917 |
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 | 200,000,000 |
Common stock, shares issued | 111,657,804 | 111,601,304 |
Common stock, shares outstanding | 111,657,804 | 111,601,304 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $40,008,609 | $38,160,050 |
Cost of revenue | 36,722,933 | 34,827,635 |
Gross profit | 3,285,676 | 3,332,415 |
Operating expenses: | ||
Selling, general, and administrative | 3,776,982 | 2,993,708 |
Depreciation and amortization | 979,137 | 951,663 |
Total operating expenses | 4,756,119 | 3,945,371 |
Operating loss | -1,470,443 | -612,956 |
Other expense: | ||
Interest expense | -48,597 | -875,467 |
Total other expense | -48,597 | -875,467 |
Loss before taxes | -1,519,040 | -1,488,423 |
Net loss | -1,519,040 | -1,488,423 |
Net loss applicable to common stockholders | ($1,519,040) | ($1,488,423) |
Net loss per share | ||
Basic and diluted | ($0.01) | ($0.02) |
Weighted average number of common shares outstanding | ||
Basic and diluted | 111,617,626 | 95,821,525 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit[Member] |
Beginning Balance at Dec. 31, 2014 | $75,477,513 | $111,601 | $150,789,292 | ($75,423,380) |
Beginning Balance, Shares at Dec. 31, 2014 | 11,601,304 | |||
Stock-based compensation | 291,092 | 291,092 | ||
Shares issued for vested restricted stock units, Value | 57 | 57 | -57 | |
Shares issued for vested restricted stock units, Shares | 56,500 | 56,500 | ||
Net loss | -1,519,040 | -1,519,040 | ||
Ending Balance at Mar. 31, 2015 | $74,249,565 | $111,658 | $151,080,327 | ($76,942,420) |
Ending Balance, Shares at Mar. 31, 2015 | 11,657,804 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($1,519,040) | ($1,488,423) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 76,046 | 69,567 |
Amortization of intangibles | 903,091 | 882,096 |
Amortization of debt discount and deferred financing costs | 451,642 | |
Provision for doubtful accounts | 41,338 | |
Stock-based compensation | 285,156 | 162,995 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,009,981 | -785,408 |
Prepaid expenses and other current assets | -67,983 | -148,483 |
Security deposits and other assets | -12,677 | 332 |
Accounts payable and accrued liabilities | -236,849 | -2,800,411 |
Deferred revenue and other current liabilities | 41,332 | 108,014 |
Other long-term liabilities | 4,557 | |
Net cash provided by (used in) operating activities | 483,614 | -3,506,741 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -170,144 | -6,698 |
Purchase of capitalized software development | -150,837 | -77,425 |
Net cash used in investing activities | -320,981 | -84,123 |
Cash flows from financing activities: | ||
Proceeds from line of credit | 2,000,000 | |
Repayments of capital lease obligations | -5,636 | -3,952 |
Net cash provided by (used in) financing activities | -5,636 | 1,996,048 |
Net increase (decrease) in cash and cash equivalents | 156,997 | -1,594,816 |
Cash and cash equivalents at beginning of period | 3,154,540 | 2,676,984 |
Cash and cash equivalents at end of period | 3,311,537 | 1,082,168 |
Supplemental cash flow information: | ||
Cash paid for interest | 48,521 | 423,826 |
Notes Payable [Member] | ||
Supplemental non-cash flow activities: | ||
Common stock issued for conversion of notes payable | 29,001 | |
Restricted Stock Units [Member] | ||
Supplemental non-cash flow activities: | ||
Common stock issued for vested restricted stock units | $57 |
The_Company_Description_of_Bus
The Company, Description of Business, and Future Liquidity Needs | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
The Company, Description of Business, and Future Liquidity Needs | 1. The Company, Description of Business, and Future Liquidity Needs |
The accompanying condensed consolidated financial statements include the accounts of Quest Resource Holding Corporation (“QRHC”) 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”). | |
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 an environmental program services and information provider. 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. Two customers accounted for 61.5% and 76.1% of revenue for the three months ended March 31, 2015 and 2014, respectively. 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. Our principal offices are located in Frisco, Texas. | |
Liquidity – As of March 31, 2015 and December 31, 2014, our working capital balance was $732,771 and $1,316,319, respectively. We plan to increase liquidity by increasing our sales and operating leverage, in addition to other initiatives, which may include additional debt and/or equity financings. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | ||||||||
Principals of Presentation, Consolidation, and Reclassifications | |||||||||
The condensed consolidated financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements for the year ended December 31, 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading. | |||||||||
The accompanying condensed consolidated financial statements reflect, in our opinion, all normal recurring adjustments necessary to present fairly our financial position at March 31, 2015, and the results of our operations and cash flows for the periods presented. We derived the December 31, 2014 condensed consolidated balance sheet data from audited financial statements, but did not include all disclosures required by GAAP. As Quest, Earth911, and YouChange are operating as ecology based green service companies, we did not deem segment reporting necessary. | |||||||||
All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior year balances to conform to the current year presentation that did not have an effect on our net loss or net loss per share. Interim results are subject to seasonal variations, and the results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year. | |||||||||
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 service agreement or 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, service agreement, or accepted customer purchase order. | |||||||||
Collectability Is Reasonably Assured – We assess collectability on a customer by customer basis based on criteria outlined by management. | |||||||||
We provide businesses with management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their business. We utilize 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 we are primarily obligated in a transaction, have latitude in establishing prices and selecting suppliers, have credit risk, or have several but not all of these indicators, we record revenue gross and record amounts collected from customers for sales tax on a net basis. In situations in which we are not primarily obligated, we do not have credit risk, or we determine amounts earned using fixed percentage or fixed payment schedules, we 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 we recognize ratably over the term of the license. We derive some revenue from advertising contracts, which we recognize ratably over the term that the advertisement appears on our website. | |||||||||
Net Loss Per Share | |||||||||
We compute basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. We have other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both 2015 and 2014 would be anti-dilutive. These potentially dilutive securities include options, restricted stock units, warrants, and convertible promissory notes, and totaled 16,832,380 and 15,096,948 shares at March 31, 2015 and 2014, respectively. | |||||||||
The following table sets forth the computation of basic and diluted loss per share: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Net loss applicable to common stockholders - numerator for | $ | (1,519,040 | ) | $ | (1,488,423 | ) | |||
basic and diluted earnings per share | |||||||||
Weighted average common shares outstanding - | 111,617,626 | 95,821,525 | |||||||
denominator for basic and diluted earnings per share | |||||||||
Net loss per share: | |||||||||
Basic and diluted | $ | (0.01 | ) | $ | (0.02 | ) | |||
The following table sets forth the anti-dilutive securities excluded from diluted loss per share: | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Anti-dilutive securities excluded from diluted loss per share: | |||||||||
Stock options | 4,965,280 | 4,096,948 | |||||||
Restricted stock units | 76,100 | — | |||||||
Warrants | 11,791,000 | — | |||||||
Convertible notes | — | 11,000,000 | |||||||
16,832,380 | 15,096,948 | ||||||||
Inventories | |||||||||
We record inventories within “Prepaid expenses and other current assets” within our condensed consolidated balance sheets. As of March 31, 2015 and December 31, 2014, all inventories were finished goods with a balance of $41,544 and $30,759, respectively, and consisted of waste disposal equipment, with no reserve for inventory obsolescence at either date. | |||||||||
Property_and_Equipment_Net_and
Property and Equipment, Net, and Other Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment, Net, and Other Assets | 3. Property and Equipment, Net, and Other Assets | ||||||||
At March 31, 2015 and December 31, 2014, property and equipment, net, and other assets consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Property and equipment, net of accumulated depreciation of $1,768,881 | $ | 627,935 | $ | 533,837 | |||||
and $1,692,835 as of March 31, 2015 and December 31, 2014, | |||||||||
respectively | |||||||||
Security deposits and other assets | 232,333 | 219,656 | |||||||
Property and equipment, net, and other assets | $ | 860,268 | $ | 753,493 | |||||
We compute depreciation using the straight-line method over the estimated useful lives of the property and equipment. The depreciation expense related to property and equipment was $76,046 and $69,567 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets | ||||||||||||||
The components of goodwill and other intangible assets were as follows: | |||||||||||||||
March 31, 2015 (Unaudited) | Estimated | Gross Carrying | Accumulated | Net | |||||||||||
Useful Life | Amount | Amortization | |||||||||||||
Finite lived intangible assets: | |||||||||||||||
Customer relationships | 5 years | $ | 12,720,000 | $ | 4,346,000 | $ | 8,374,000 | ||||||||
Trademarks | 7 years | 6,230,000 | 1,520,417 | 4,709,583 | |||||||||||
Patents | 7 years | 230,683 | 230,683 | — | |||||||||||
Software | 7 years | 1,164,551 | 55,132 | 1,109,419 | |||||||||||
Customer lists | 5 years | 307,153 | 136,792 | 170,361 | |||||||||||
Total finite lived intangible assets | $ | 20,652,387 | $ | 6,289,024 | $ | 14,363,363 | |||||||||
31-Dec-14 | Estimated | Gross Carrying | Accumulated | Net | |||||||||||
Useful Life | Amount | Amortization | |||||||||||||
Finite lived intangible assets: | |||||||||||||||
Customer relationships | 5 years | $ | 12,720,000 | $ | 3,710,000 | $ | 9,010,000 | ||||||||
Trademarks | 7 years | 6,230,000 | 1,297,917 | 4,932,083 | |||||||||||
Patents | 7 years | 230,683 | 230,683 | — | |||||||||||
Software | 7 years | 1,013,714 | 25,899 | 987,815 | |||||||||||
Customer lists | 5 years | 307,153 | 121,434 | 185,719 | |||||||||||
Total finite lived intangible assets | $ | 20,501,550 | $ | 5,385,933 | $ | 15,115,617 | |||||||||
March 31, 2015 (Unaudited) and December 31, 2014 | Estimated | Carrying | |||||||||||||
Useful Life | Amount | ||||||||||||||
Indefinite lived intangible asset: | |||||||||||||||
Goodwill | Indefinite | $ | 58,337,290 | ||||||||||||
We compute amortization using the straight-line method over the estimated useful lives of the finite lived intangible assets. The amortization expense related to finite lived intangible assets was $903,091 and $882,096 for the three months ended March 31, 2015 and 2014, respectively. We have no indefinite-lived intangible assets other than goodwill. The goodwill is not deductible for tax purposes. |
Line_of_Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Line of Credit | 5. 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, as amended, provides Quest with a loan facility up to $10,000,000 for working capital with advances generally limited to 80% 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% (2.67% as of March 31, 2015). 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 $5,250,000 outstanding and $4,750,000 available to be borrowed as of March 31, 2015. The amount of interest expense related to the Regions line of credit for the three months ended March 31, 2015 and 2014 was $35,050 and $43,080, respectively. | |
On May 9, 2014, Quest entered into a Sixth Amendment to Loan Agreement with Regions. The loan agreement was amended to, among other things, (i) add a $5.0 million accordion feature, (ii) increase the borrowing base, (iii) reduce the applicable margin for eurodollar rate loans by 1.0% per annum, (iv) add an unused fee of 0.25% per annum, (v) extend the maturity date to May 31, 2015, (vi) release the guaranty of our Chief Executive Officer previously executed in favor of Regions, (vii) add our company and our wholly owned subsidiary, Earth911, as guarantors, (viii) allow for permitted acquisitions, and (ix) delete two of the financial covenants and modify the other financial covenants in certain respects. As of March 31, 2015, we were in compliance with the financial covenants. | |
In connection with the Sixth Amendment, on May 9, 2014, QRHC and Earth911(collectively, the “Guarantors”) entered into a Guaranty (the “Guaranty”) for the benefit of Regions to guarantee the obligations of Quest under the loan agreement and other loan documents. In addition, on May 9, 2014, Earth911 entered into a Pledge Agreement with Regions, pursuant to which Earth911 pledged to Regions 50% of the membership interests in Quest held by Earth911 to secure the prompt and complete payment and performance of the obligations of Quest and the Guarantors under the loan agreement and other loan documents. | |
On May 13, 2015, Quest and Regions made amendments to the loan agreement as discussed in Note 11 — Material Subsequent Events. |
Capital_Lease_Obligations
Capital Lease Obligations | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Capital Lease Obligations | 6. Capital Lease Obligations | ||||||||
At March 31, 2015 and December 31, 2014, total capital lease obligations outstanding consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Capital lease obligations, imputed interest at 4.75%, with monthly payments of $1,507, through November 2016, secured by computer equipment | $ | 41,614 | $ | 47,250 | |||||
Total | 41,614 | 47,250 | |||||||
Less: current maturities | (23,171 | ) | (22,853 | ) | |||||
Long-term portion | $ | 18,443 | $ | 24,397 | |||||
Our capital lease obligations are included within “Deferred revenue and other current liabilities” and “other long-term liabilities” in our condensed consolidated balance sheets. The amount of interest expense related to our capital leases for the three months ended March 31, 2015 and 2014 was $487 and $638, respectively. | |||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes |
We compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes. Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws. We provide a valuation allowance for the amount of deferred tax assets that, based on available evidence, are more likely than not expected to be realized. In our opinion, realization of our net operating loss carryforward was not reasonably assured as of March 31, 2015 and December 31, 2014, and we have recorded a valuation allowance of $9,713,000 and $9,108,000, respectively, against deferred tax assets in excess of deferred tax liabilities in the accompanying condensed consolidated financial statements. As of March 31, 2015 and December 31, 2014, we had federal income tax net operating loss carryforwards of approximately $16,000,000 and $14,800,000, respectively, which expire at various dates beginning in 2031. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 8. Fair Value of Financial Instruments |
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, line of credit, capital lease obligations, 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 approximate their carrying values using Level 3 inputs, based on their short maturities or, for long-term portions of capital lease obligations, based on borrowing rates currently available to us for loans with similar terms and maturities. | |
On May 7, 2014, we issued an aggregate of 200,000 warrants to purchase shares of our common stock to a consultant in exchange for services rendered during 2014. Of these warrants, 100,000 vested immediately, and resulted in no expense recorded for the three months ended March 31, 2015. The remaining 100,000 warrants, which we classified as a liability, vested on May 7, 2015, subject to performance conditions. We measured the warrants at fair value by applying the Black-Scholes-Merton valuation model, which utilizes Level 3 inputs. As of March 31, 2015, the assumptions used in the Black-Scholes-Merton valuation for the 100,000 warrants that vested on May 7, 2015 were as follows: volatility of 81.1%; risk free interest rate of 0.59%; expected term of 2.1 years; and expected dividend yield of 0%. The grant date fair value of the warrant valuation described above was $0.32 per warrant. We based the risk free interest rate on U.S. Treasury rates with maturity dates approximating the expected term of the warrants. We determined the historical volatility using the historical changes in the market price of our common stock and applicable comparable companies. We report the warrant liability in “Accounts payable and accrued liabilities” within our balance sheets. Our warrant liability was $28,921 and $34,857 at March 31, 2015 and December 31, 2014, respectively. | |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Stockholders' Equity | 9. Stockholders’ Equity | ||||||||||||
Preferred Stock – Our authorized preferred stock includes 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 includes 200,000,000 shares of common stock with a par value of $0.001, of which 111,657,804 and 111,601,304 shares were issued and outstanding as of March 31, 2015 and December 31, 2014, respectively. | |||||||||||||
During the three months ended March 31, 2015, we issued shares of common stock as follows: | |||||||||||||
Common Stock | |||||||||||||
Shares | Amount | ||||||||||||
Shares issued for vested restricted stock units | 56,500 | $ | 57 | ||||||||||
56,500 | $ | 57 | |||||||||||
· | Shares issued for vested restricted stock units – | ||||||||||||
o | On March 5, 2015, we issued 56,500 shares to an employee for the restricted stock units that vested and were expensed during fiscal year 2014. | ||||||||||||
During the three months ended March 31, 2014, we issued shares of common stock as follows: | |||||||||||||
Common Stock | |||||||||||||
Shares | Amount | ||||||||||||
Shares issued upon conversion of note | 23,201 | $ | 29,001 | ||||||||||
23,201 | $ | 29,001 | |||||||||||
· | Shares issued upon conversion of note – | ||||||||||||
o | During September 2012, we issued a convertible note payable to an unrelated party. During the three months ended March 31, 2014, $25,000 of principal and $4,001 of interest were converted into 23,201 shares of our common stock. | ||||||||||||
Warrants – During the three months ended March 31, 2015 and 2014, we did not issue any warrants and no holders exercised warrants. During the three months ended March 31, 2015, a third party forfeited 1,200,000 contingent warrants, with no corresponding expirations during the three months ended March 31, 2014. At March 31, 2015, we had outstanding exercisable warrants to purchase 11,691,000 shares of common stock and contingent warrants to purchase 100,000 shares of common stock. | |||||||||||||
· | Warrants for services – | ||||||||||||
o | On May 7, 2014, we issued to a third party for services rendered an aggregate of 200,000 warrants to purchase 200,000 shares of our common stock at $2.65 per share. Of the 200,000 warrants, 100,000 were exercisable immediately and the remaining become exercisable one year from the date of grant based on the achievement of performance conditions. Due to the decline in the fair value of these warrants, we recorded a reduction of stock-based compensation expense of $5,936 for the three months ended March 31, 2015 related to these warrants. See Note 8 for a discussion of our Black-Scholes-Merton valuation assumptions. | ||||||||||||
o | On May 28, 2014, we issued to a third party for services rendered an aggregate of 1,650,000 contingent warrants to purchase 1,650,000 shares of our common stock at $4.31 per share. The warrants become exercisable at various times after achieving future performance conditions related to services and revenue targets for Earth911. During the three months ended March 31, 2015, we terminated the contract with the third party, resulting in the forfeiture of 1,200,000 unvested warrants. Due to the uncertainty of attaining any of the performance conditions, we had not recognized any additional expense for the non-vested warrants. As these warrants related to internally developed software, we did not capitalize any costs or recognize any expense for the three months ended March 31, 2015. | ||||||||||||
The following table summarizes the warrants issued and outstanding as of March 31, 2015: | |||||||||||||
Warrants Issued and Outstanding as of March 31, 2015 | |||||||||||||
Date of | Exercise | Shares of | |||||||||||
Description | Issuance | Expiration | Price | Common Stock | |||||||||
Exercisable warrants | |||||||||||||
Warrants | 4/18/14 | 4/1/17 | $ | 2 | 1,441,000 | ||||||||
Warrant | 5/7/14 | 5/7/17 | $ | 2.65 | 100,000 | ||||||||
Warrant | 5/28/14 | 10/31/16 | $ | 4.31 | 450,000 | ||||||||
Warrants | 9/24/14 | 9/24/19 | $ | 2.5 | 9,000,000 | ||||||||
Warrants | 10/20/14 | 10/20/19 | $ | 2.5 | 700,000 | ||||||||
Total exercisable warrants | 11,691,000 | ||||||||||||
Contingent warrants | |||||||||||||
Warrant | 5/7/14 | 5/7/17 | $ | 2.65 | 100,000 | ||||||||
Warrants | 5/28/14 | 10/31/18 | $ | 4.31 | 1,200,000 | ||||||||
Less warrants cancelled | (1,200,000 | ) | |||||||||||
Total contingent warrants | 100,000 | ||||||||||||
Total warrants issued and outstanding | 11,791,000 | ||||||||||||
Restricted Stock Units – During April 2014, we granted restricted stock units representing 132,600 shares of common stock under our 2012 Incentive Compensation Plan. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on the revenue generated by new business activity of one of our subsidiaries. All payouts of restricted stock units that vest will be exercisable immediately and will be paid in the form of common stock. While we do not anticipate issuing dividends, the restricted stock unit awards will not participate in any dividends prior to vesting. | |||||||||||||
We determined the fair value of the restricted stock unit awards granted based on the market value of our common stock on the date of grant, which was $3.75 per share. We assumed a forfeiture rate of 0%. Due to the uncertainty of attaining any of the remaining performance conditions, we recorded no additional stock-based compensation expense for the remaining performance conditions for the three months ended March 31, 2015. We issued 56,500 shares during the three months ended March 31, 2015 for the restricted stock units that vested during 2014. As of March 31, 2015 and December 31, 2014, outstanding restricted stock units totaled 76,100 and 132,600, respectively. | |||||||||||||
Employee Stock Purchase Plan – On September 17, 2014, our stockholders approved the Quest Resource Holding Corporation 2014 Employee Stock Purchase Plan (the “ESPP”). We recorded expense of $9,726 related to the ESPP during the three months ended March 31, 2015. | |||||||||||||
Stock Options – The following table summarizes the stock option activity for the three month period ended March 31, 2015: | |||||||||||||
Stock Options | |||||||||||||
Weighted- | |||||||||||||
Exercise | Average | ||||||||||||
Number | Price Per | Exercise Price | |||||||||||
of Shares | Share | Per Share | |||||||||||
Outstanding at December 31, 2014 | 5,006,532 | 1.45 — 3.75 | 2.66 | ||||||||||
Granted | 45,000 | 1.28 — 1.46 | 1.3 | ||||||||||
Canceled/Forfeited | (86,252 | ) | 2.05 — 2.10 | 2.05 | |||||||||
Outstanding at March 31, 2015 | 4,965,280 | 1.28 — 3.75 | 2.65 | ||||||||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions |
Acquisition of the Quest Interests – On July 16, 2013, we acquired all of the Quest Interests held by Quest Resource Group LLC, or QRG, comprising 50% of the membership interests of Quest Resource Management Group, LLC, or 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 convertible secured promissory notes (collectively, 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 who at the time of the transaction were related parties: the Chief Executive Officer of Quest and the former 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. On September 24, 2014, we paid $11,000,000 to the holders of the Sellers’ Notes and such holders converted the remaining $11,000,000 of principal, plus accrued interest through September 24, 2014 of $101,260, into 5,550,630 shares of our common stock. For the three months ended March 31, 2014, we recognized interest expense of $379,726, with no comparable interest expense for the three months ended March 31, 2015. |
Material_Subsequent_Events
Material Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Material Subsequent Events | 11. Material Subsequent Events |
On May 13, 2015, Quest entered into a Seventh Amendment to Loan Agreement with Regions. The loan agreement was amended to, among other things, (i) reduce the applicable margin for eurodollar rate loans by 0.25% per annum, (ii) extend the maturity date to May 13, 2018, and (iii) modify the permitted acquisitions in certain respects. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Principals of Presentation, Consolidation, and Reclassifications | Principals of Presentation, Consolidation, and Reclassifications | ||||||||
The condensed consolidated financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements for the year ended December 31, 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading. | |||||||||
The accompanying condensed consolidated financial statements reflect, in our opinion, all normal recurring adjustments necessary to present fairly our financial position at March 31, 2015, and the results of our operations and cash flows for the periods presented. We derived the December 31, 2014 condensed consolidated balance sheet data from audited financial statements, but did not include all disclosures required by GAAP. As Quest, Earth911, and YouChange are operating as ecology based green service companies, we did not deem segment reporting necessary. | |||||||||
All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior year balances to conform to the current year presentation that did not have an effect on our net loss or net loss per share. Interim results are subject to seasonal variations, and the results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year. | |||||||||
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 service agreement or 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, service agreement, or accepted customer purchase order. | |||||||||
Collectability Is Reasonably Assured – We assess collectability on a customer by customer basis based on criteria outlined by management. | |||||||||
We provide businesses with management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their business. We utilize 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 we are primarily obligated in a transaction, have latitude in establishing prices and selecting suppliers, have credit risk, or have several but not all of these indicators, we record revenue gross and record amounts collected from customers for sales tax on a net basis. In situations in which we are not primarily obligated, we do not have credit risk, or we determine amounts earned using fixed percentage or fixed payment schedules, we 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 we recognize ratably over the term of the license. We derive some revenue from advertising contracts, which we recognize ratably over the term that the advertisement appears on our website. | |||||||||
Net Loss Per Share | Net Loss Per Share | ||||||||
We compute basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. We have other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both 2015 and 2014 would be anti-dilutive. These potentially dilutive securities include options, restricted stock units, warrants, and convertible promissory notes, and totaled 16,832,380 and 15,096,948 shares at March 31, 2015 and 2014, respectively. | |||||||||
The following table sets forth the computation of basic and diluted loss per share: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Net loss applicable to common stockholders - numerator for | $ | (1,519,040 | ) | $ | (1,488,423 | ) | |||
basic and diluted earnings per share | |||||||||
Weighted average common shares outstanding - | 111,617,626 | 95,821,525 | |||||||
denominator for basic and diluted earnings per share | |||||||||
Net loss per share: | |||||||||
Basic and diluted | $ | (0.01 | ) | $ | (0.02 | ) | |||
The following table sets forth the anti-dilutive securities excluded from diluted loss per share: | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Anti-dilutive securities excluded from diluted loss per share: | |||||||||
Stock options | 4,965,280 | 4,096,948 | |||||||
Restricted stock units | 76,100 | — | |||||||
Warrants | 11,791,000 | — | |||||||
Convertible notes | — | 11,000,000 | |||||||
16,832,380 | 15,096,948 | ||||||||
Inventories | Inventories | ||||||||
We record inventories within “Prepaid expenses and other current assets” within our condensed consolidated balance sheets. As of March 31, 2015 and December 31, 2014, all inventories were finished goods with a balance of $41,544 and $30,759, respectively, and consisted of waste disposal equipment, with no reserve for inventory obsolescence at either date. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [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: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Net loss applicable to common stockholders - numerator for | $ | (1,519,040 | ) | $ | (1,488,423 | ) | |||
basic and diluted earnings per share | |||||||||
Weighted average common shares outstanding - | 111,617,626 | 95,821,525 | |||||||
denominator for basic and diluted earnings per share | |||||||||
Net loss per share: | |||||||||
Basic and diluted | $ | (0.01 | ) | $ | (0.02 | ) | |||
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: | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Anti-dilutive securities excluded from diluted loss per share: | |||||||||
Stock options | 4,965,280 | 4,096,948 | |||||||
Restricted stock units | 76,100 | — | |||||||
Warrants | 11,791,000 | — | |||||||
Convertible notes | — | 11,000,000 | |||||||
16,832,380 | 15,096,948 | ||||||||
Property_and_Equipment_Net_and1
Property and Equipment, Net, and Other Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Components Property and Equipment, net, and other assets | At March 31, 2015 and December 31, 2014, property and equipment, net, and other assets consisted of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Property and equipment, net of accumulated depreciation of $1,768,881 | $ | 627,935 | $ | 533,837 | |||||
and $1,692,835 as of March 31, 2015 and December 31, 2014, | |||||||||
respectively | |||||||||
Security deposits and other assets | 232,333 | 219,656 | |||||||
Property and equipment, net, and other assets | $ | 860,268 | $ | 753,493 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||
Schedule of Finite-Lived Intangible Assets | The components of goodwill and other intangible assets were as follows: | ||||||||||||||
March 31, 2015 (Unaudited) | Estimated | Gross Carrying | Accumulated | Net | |||||||||||
Useful Life | Amount | Amortization | |||||||||||||
Finite lived intangible assets: | |||||||||||||||
Customer relationships | 5 years | $ | 12,720,000 | $ | 4,346,000 | $ | 8,374,000 | ||||||||
Trademarks | 7 years | 6,230,000 | 1,520,417 | 4,709,583 | |||||||||||
Patents | 7 years | 230,683 | 230,683 | — | |||||||||||
Software | 7 years | 1,164,551 | 55,132 | 1,109,419 | |||||||||||
Customer lists | 5 years | 307,153 | 136,792 | 170,361 | |||||||||||
Total finite lived intangible assets | $ | 20,652,387 | $ | 6,289,024 | $ | 14,363,363 | |||||||||
31-Dec-14 | Estimated | Gross Carrying | Accumulated | Net | |||||||||||
Useful Life | Amount | Amortization | |||||||||||||
Finite lived intangible assets: | |||||||||||||||
Customer relationships | 5 years | $ | 12,720,000 | $ | 3,710,000 | $ | 9,010,000 | ||||||||
Trademarks | 7 years | 6,230,000 | 1,297,917 | 4,932,083 | |||||||||||
Patents | 7 years | 230,683 | 230,683 | — | |||||||||||
Software | 7 years | 1,013,714 | 25,899 | 987,815 | |||||||||||
Customer lists | 5 years | 307,153 | 121,434 | 185,719 | |||||||||||
Total finite lived intangible assets | $ | 20,501,550 | $ | 5,385,933 | $ | 15,115,617 | |||||||||
Schedule of Indefinite-Lived Intangible Assets | March 31, 2015 (Unaudited) and December 31, 2014 | Estimated | Carrying | ||||||||||||
Useful Life | Amount | ||||||||||||||
Indefinite lived intangible asset: | |||||||||||||||
Goodwill | Indefinite | $ | 58,337,290 | ||||||||||||
Capital_Lease_Obligations_Tabl
Capital Lease Obligations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Capital Lease Obligations | At March 31, 2015 and December 31, 2014, total capital lease obligations outstanding consisted of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Capital lease obligations, imputed interest at 4.75%, with monthly payments of $1,507, through November 2016, secured by computer equipment | $ | 41,614 | $ | 47,250 | |||||
Total | 41,614 | 47,250 | |||||||
Less: current maturities | (23,171 | ) | (22,853 | ) | |||||
Long-term portion | $ | 18,443 | $ | 24,397 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Schedule of Common Stock Shares Issued | During the three months ended March 31, 2015, we issued shares of common stock as follows: | ||||||||||||
Common Stock | |||||||||||||
Shares | Amount | ||||||||||||
Shares issued for vested restricted stock units | 56,500 | $ | 57 | ||||||||||
56,500 | $ | 57 | |||||||||||
During the three months ended March 31, 2014, we issued shares of common stock as follows: | |||||||||||||
Common Stock | |||||||||||||
Shares | Amount | ||||||||||||
Shares issued upon conversion of note | 23,201 | $ | 29,001 | ||||||||||
23,201 | $ | 29,001 | |||||||||||
Summary Of Warrant Activity | The following table summarizes the warrants issued and outstanding as of March 31, 2015: | ||||||||||||
Warrants Issued and Outstanding as of March 31, 2015 | |||||||||||||
Date of | Exercise | Shares of | |||||||||||
Description | Issuance | Expiration | Price | Common Stock | |||||||||
Exercisable warrants | |||||||||||||
Warrants | 4/18/14 | 4/1/17 | $ | 2 | 1,441,000 | ||||||||
Warrant | 5/7/14 | 5/7/17 | $ | 2.65 | 100,000 | ||||||||
Warrant | 5/28/14 | 10/31/16 | $ | 4.31 | 450,000 | ||||||||
Warrants | 9/24/14 | 9/24/19 | $ | 2.5 | 9,000,000 | ||||||||
Warrants | 10/20/14 | 10/20/19 | $ | 2.5 | 700,000 | ||||||||
Total exercisable warrants | 11,691,000 | ||||||||||||
Contingent warrants | |||||||||||||
Warrant | 5/7/14 | 5/7/17 | $ | 2.65 | 100,000 | ||||||||
Warrants | 5/28/14 | 10/31/18 | $ | 4.31 | 1,200,000 | ||||||||
Less warrants cancelled | (1,200,000 | ) | |||||||||||
Total contingent warrants | 100,000 | ||||||||||||
Total warrants issued and outstanding | 11,791,000 | ||||||||||||
Summary of Stock Option Activity | Stock Options – The following table summarizes the stock option activity for the three month period ended March 31, 2015: | ||||||||||||
Stock Options | |||||||||||||
Weighted- | |||||||||||||
Exercise | Average | ||||||||||||
Number | Price Per | Exercise Price | |||||||||||
of Shares | Share | Per Share | |||||||||||
Outstanding at December 31, 2014 | 5,006,532 | 1.45 — 3.75 | 2.66 | ||||||||||
Granted | 45,000 | 1.28 — 1.46 | 1.3 | ||||||||||
Canceled/Forfeited | (86,252 | ) | 2.05 — 2.10 | 2.05 | |||||||||
Outstanding at March 31, 2015 | 4,965,280 | 1.28 — 3.75 | 2.65 | ||||||||||
The_Company_Description_of_Bus1
The Company, Description of Business, and Future Liquidity Needs - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Customer | |||
Concentration Risk [Line Items] | |||
Working capital | 732,771 | $1,316,319 | |
Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Number of customer | 2 | ||
Revenue [Member] | Customer Accounted [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of revenue | 61.50% | 76.10% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Potentially dilutive securities include options, restricted stock units, warrants, and convertible promissory notes | 16,832,380 | 15,096,948 | |
Finished goods inventory | $41,544 | $30,759 | |
Reserve for inventory obsolescence | $0 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Accounting Policies [Abstract] | ||
Net loss applicable to common stockholders - numerator for basic and diluted earnings per share | ($1,519,040) | ($1,488,423) |
Weighted - average common shares outstanding -denominator for basic and diluted earnings per share | 111,617,626 | 95,821,525 |
Basic and diluted | ($0.01) | ($0.02) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Diluted Loss Per Share (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted earnings per share | 16,832,380 | 15,096,948 |
Stock options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted earnings per share | 4,965,280 | 4,096,948 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted earnings per share | 76,100 | |
Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted earnings per share | 11,791,000 | |
Convertible Senior Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted earnings per share | 11,000,000 |
Property_and_Equipment_Net_and2
Property and Equipment, Net, and Other Assets - Components of Property and Equipment,net,and other assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Abstract] | ||
Property and equipment, net of depreciation | $627,935 | $533,837 |
Security deposits and other assets | 232,333 | 219,656 |
Property and Equipment net and other assets | $860,268 | $753,493 |
Property_and_Equipment_Net_and3
Property and Equipment, Net, and Other Assets - Components of Property and Equipment,net,and other assets ( Parenthetical) (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Abstract] | ||
Depreciation | $1,768,881 | $1,692,835 |
Property_and_Equipment_Net_and4
Property and Equipment, Net, and Other Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $76,046 | $69,567 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $20,652,387 | $20,501,550 |
Accumulated Amortization | 6,289,024 | 5,385,933 |
Net | 14,363,363 | 15,115,617 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Gross Carrying Amount | 12,720,000 | 12,720,000 |
Accumulated Amortization | 4,346,000 | 3,710,000 |
Net | 8,374,000 | 9,010,000 |
Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Gross Carrying Amount | 6,230,000 | 6,230,000 |
Accumulated Amortization | 1,520,417 | 1,297,917 |
Net | 4,709,583 | 4,932,083 |
Patents [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Gross Carrying Amount | 230,683 | 230,683 |
Accumulated Amortization | 230,683 | 230,683 |
Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 7 years |
Gross Carrying Amount | 1,164,551 | 1,013,714 |
Accumulated Amortization | 55,132 | 25,899 |
Net | 1,109,419 | 987,815 |
Customer lists [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Gross Carrying Amount | 307,153 | 307,153 |
Accumulated Amortization | 136,792 | 121,434 |
Net | $170,361 | $185,719 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Schedule of Indefinite-Lived Intangible Assets (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Indefinite lived intangible asset: | ||
Goodwill Useful Life Description | Indefinite | |
Goodwill | $58,337,290 | $58,337,290 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangibles | $903,091 | $882,096 |
Indefinite-lived intangible assets other than goodwill | $0 |
Line_of_Credit_Additional_Info
Line of Credit - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | 9-May-14 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | ||||
Outstanding principal amount on line of credit facility | $5,250,000 | $5,250,000 | ||
Interest expense related to line of credit facility | 48,597 | 875,467 | ||
Revolving Credit Facility [Member] | ||||
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 | 2.67% | |||
Outstanding principal amount on line of credit facility | 5,250,000 | |||
Amount available to be borrow under line of credit facility | 4,750,000 | |||
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) Regionbs published effective prime rate, or (c) the Eurodollar rate for such day based on an interest period of one month. | |||
Interest expense related to line of credit facility | 35,050 | 43,080 | ||
Revolving Credit Facility [Member] | Sixth Amendment to Loan Agreement with Regions Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, accordion feature | $5,000,000 | |||
Unused fee percentage | 0.25% | |||
Maturity date of loan agreement with Regions Bank | 31-May-15 | |||
Terms of loan agreement | The loan agreement was amended to, among other things, (i) add a $5.0 million accordion feature, (ii) increase the borrowing base, (iii) reduce the applicable margin for eurodollar rate loans by 1.0% per annum, (iv) add an unused fee of 0.25% per annum, (v) extend the maturity date to May 31, 2015, (vi) release the guaranty of our Chief Executive Officer previously executed in favor of Regions, (vii) add our company and our wholly owned subsidiary, Earth911, as guarantors, (viii) allow for permitted acquisitions, and (ix) delete two of the financial covenants and modify the other financial covenants in certain respects. As of March 31, 2015, we were in compliance with the financial covenants. | |||
Percentage of membership interest pledged to guarantee loan obligation | 50.00% | |||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Fluctuating interest rate based on base rate | 1.50% | |||
Revolving Credit Facility [Member] | Eurodollar [Member] | Sixth Amendment to Loan Agreement with Regions Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Decrease in applicable margin rate of loans during the period | 1.00% | |||
Revolving Credit Facility [Member] | Eligible Accounts Receivable [Member] | Largest Customer [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of accounts receivable form Quest's customers | 80.00% | |||
Revolving Credit Facility [Member] | Eligible Accounts Receivable [Member] | Other Customer [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of accounts receivable form Quest's customers | 85.00% |
Capital_Lease_Obligations_Summ
Capital Lease Obligations - Summary of Capital Lease Obligations (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Capital lease obligations, imputed interest at 4.75%, with monthly payments of $1,507, through November 2016, secured by computer equipment | $41,614 | $47,250 |
Total | 41,614 | 47,250 |
Less: current maturities | -23,171 | -22,853 |
Long-term portion | $18,443 | $24,397 |
Capital_Lease_Obligations_Summ1
Capital Lease Obligations - Summary of Capital Lease Obligations (Parenthetical) (Detail) (Capital lease obligations, imputed interest at 4.75% [Member], USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Capital lease obligations, imputed interest at 4.75% [Member] | ||
Long Term Debt And Equity Financings [Line Items] | ||
Imputed interest rate for capital lease obligation | 4.75% | 4.75% |
Monthly installment capital lease obligation | $1,507 | $1,507 |
Capital_Lease_Obligations_Addi
Capital Lease Obligations - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Interest expense related to capital leases | $487 | $638 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $9,713,000 | $9,108,000 |
Federal income tax net operating loss carry forward | $16,000,000 | $14,800,000 |
Net Operating Loss Carry Forwards Expiration Dates | various dates beginning in 2031 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 0 Months Ended | |||||
7-May-15 | Mar. 31, 2015 | Dec. 31, 2014 | 28-May-14 | 7-May-14 | Mar. 31, 2014 | |
Class Of Warrant Or Right [Line Items] | ||||||
Number of warrants issued to purchase of common stock | 0 | 1,650,000 | 200,000 | 0 | ||
Warrants Vested | 100,000 | |||||
Warrant liability during the period | $28,921 | $34,857 | ||||
Subsequent Event [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants Vested | 100,000 | |||||
Subsequent Event [Member] | Black-Scholes-Merton Valuation Model [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Fair value assumption, expected volatility | 81.10% | |||||
Fair value assumption, risk free interest rate | 0.59% | |||||
Fair value assumption, expected term | 2 years 1 month 6 days | |||||
Fair value assumption, expected dividend yield | 0.00% | |||||
Grant date fair value of the initial warrant valuation | $0.32 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 111,657,804 | 111,601,304 |
Common stock, shares outstanding | 111,657,804 | 111,601,304 |
Employee stock purchase plan expense | $9,726 |
Stockholders_Equity_Schedule_o
Stockholders' Equity - Schedule of Common Stock Shares Issued (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Equity [Abstract] | ||
Shares issued for vested restricted stock units, Shares | 56,500 | |
Shares issued for vested restricted stock units, Value | $57 | |
Shares issued upon conversion of note, Shares | 23,201 | |
Shares issued upon conversion of note, Amount | $29,001 |
Stockholders_Equity_Additional1
Stockholders' Equity - Additional Information -Shares Issued for Vested Restricted Stock Units (Detail) | 3 Months Ended | 0 Months Ended |
Mar. 31, 2015 | Mar. 05, 2015 | |
Schedule Of Stockholders Equity [Line Items] | ||
Shares issued for vested restricted stock units, Shares | 56,500 | |
Employee [Member] | ||
Schedule Of Stockholders Equity [Line Items] | ||
Shares issued for vested restricted stock units, Shares | 56,500 |
Stockholders_Equity_Additional2
Stockholders' Equity - Additional Information - Shares Issued Upon Conversion of Note (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Schedule Of Stockholders Equity [Line Items] | |
Shares issued upon conversion of note, Shares | 23,201 |
Convertible Notes Payable [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Debt instrument principal amount | 25,000 |
Convertible note accrued interest | 4,001 |
Shares issued upon conversion of note, Shares | 23,201 |
Stockholders_Equity_Additional3
Stockholders' Equity - Additional Information - Warrants (Detail) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | 28-May-14 | 7-May-14 | |
Schedule Of Stockholders Equity [Line Items] | ||||
Warrants issued | 0 | 0 | 1,650,000 | 200,000 |
Number of exercised warrants | 0 | |||
Number of warrants expired | 0 | |||
Warrants outstanding | 11,791,000 | |||
Contingent Warrants [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Warrants forfeited | 1,200,000 | |||
Warrants outstanding | 100,000 | |||
Exercisable Warrants [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Warrants outstanding | 11,691,000 |
Stockholders_Equity_Additional4
Stockholders' Equity - Additional Information - Warrants for Services (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | 28-May-14 | 7-May-14 | Mar. 31, 2014 | |
Schedule Of Stockholders Equity [Line Items] | ||||
Warrants issued | 0 | 1,650,000 | 200,000 | 0 |
Warrant to purchase common stock, per share | $4.31 | $2.65 | ||
Warrant Exercisable Immediately [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Warrants issued | 100,000 | |||
Contingent Warrants [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Warrants forfeited | 1,200,000 | |||
Contingent Warrants [Member] | Internally-Developed Software [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Warrants related to intangible assets | 0 | |||
Warrant [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Stock-based compensation expense | 5,936 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Warrants Issued and Outstanding (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | 28-May-14 | 7-May-14 | |
Class Of Warrant Or Right [Line Items] | |||
Exercise Price | $4.31 | $2.65 | |
Shares of Common Stock | 11,791,000 | ||
Exercisable Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Shares of Common Stock | 11,691,000 | ||
Exercisable Warrants [Member] | Warrants One [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | 18-Apr-14 | ||
Date of Expiration | 1-Apr-17 | ||
Exercise Price | $2 | ||
Shares of Common Stock | 1,441,000 | ||
Exercisable Warrants [Member] | Warrant Two [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | 7-May-14 | ||
Date of Expiration | 7-May-17 | ||
Exercise Price | $2.65 | ||
Shares of Common Stock | 100,000 | ||
Exercisable Warrants [Member] | Warrants Three [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | 28-May-14 | ||
Date of Expiration | 31-Oct-16 | ||
Exercise Price | $4.31 | ||
Shares of Common Stock | 450,000 | ||
Exercisable Warrants [Member] | Warrants Four [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | 24-Sep-14 | ||
Date of Expiration | 24-Sep-19 | ||
Exercise Price | $2.50 | ||
Shares of Common Stock | 9,000,000 | ||
Exercisable Warrants [Member] | Warrant Five [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | 20-Oct-14 | ||
Date of Expiration | 20-Oct-19 | ||
Exercise Price | $2.50 | ||
Shares of Common Stock | 700,000 | ||
Contingent Warrants [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Shares of Common Stock | 100,000 | ||
Less warrants cancelled | -1,200,000 | ||
Contingent Warrants [Member] | Warrant Six [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | 7-May-14 | ||
Date of Expiration | 7-May-17 | ||
Exercise Price | $2.65 | ||
Shares of Common Stock | 100,000 | ||
Contingent Warrants [Member] | Warrants Seven [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Date of Issuance | 28-May-14 | ||
Date of Expiration | 31-Oct-18 | ||
Exercise Price | $4.31 | ||
Shares of Common Stock | 1,200,000 |
Stockholders_Equity_Additional5
Stockholders' Equity - Additional Information - Restricted Stock Units (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Apr. 30, 2014 | |
Schedule Of Stockholders Equity [Line Items] | ||||
Shares issued for vested restricted stock units, Shares | 56,500 | |||
Potentially dilutive securities include options, restricted stock units, warrants, and convertible promissory notes | 16,832,380 | 15,096,948 | ||
Restricted Stock Units [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Fair value of restricted stock unit | 3.75 | |||
Fair value of restricted stock unit, forfeiture rate | 0.00% | |||
Stock-based compensation expense | 0 | |||
Potentially dilutive securities include options, restricted stock units, warrants, and convertible promissory notes | 76,100 | 132,600 | ||
2012 Incentive Compensation Plan [Member] | Restricted Stock Units [Member] | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Shares granted | 132,600 |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Stock Option Activity (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance, Number of Shares | 5,006,532 |
Granted, Number of Shares | 45,000 |
Canceled/Forfeited, Number of Shares | -86,252 |
Outstanding Ending Balance, Number of Shares | 4,965,280 |
Outstanding Beginning Balance, Weighted-Average Exercise Price Per Share | $2.66 |
Granted, Weighted-Average Exercise Price Per Share | $1.30 |
Canceled/Forfeited, Weighted Average Exercise Price Per Share | $2.05 |
Outstanding Ending Balance, Weighted Average Exercise Price Per Share | $2.65 |
Outstanding, 1.45-3.75 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Per Share, Minimum | $1.45 |
Exercise Price Per Share, Maximum | $3.75 |
Granted, 1.28-1.46 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Per Share, Minimum | $1.28 |
Exercise Price Per Share, Maximum | $1.46 |
Canceled/Forfeited, 2.05-2.10 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Per Share, Minimum | $2.05 |
Exercise Price Per Share, Maximum | $2.10 |
Outstanding, 1.28-3.75 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price Per Share, Minimum | $1.28 |
Exercise Price Per Share, Maximum | $3.75 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 24, 2014 | Jul. 16, 2013 | |
Related Party Transaction [Line Items] | ||||
Interest expense on seller notes | $48,597 | $875,467 | ||
Chief Executive Officer of Quest and Former President of Quest [Member] | Sellers Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayment of debt | 11,000,000 | |||
Repaid of sellers notes using proceeds | 11,000,000 | |||
Interest expense on seller notes | 101,260 | |||
Number of shares converted in to common stock | 5,550,630 | |||
Interest expenses | 0 | 379,726 | ||
Chief Executive Officer of Quest and Former President of Quest [Member] | Quest Resource Management Group, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes accrue interest payable beginning | 16-Jul-13 | |||
Percentage of remaining ownership interest acquired | 50.00% | |||
Business acquisition shares issued | 22,000,000 | |||
Sellers Notes in the principal amount | 22,000,000 | |||
Business acquisition, share price | $2.50 | |||
Business acquisition , consideration paid | $77,000,000 |
Material_Subsequent_Events_Add
Material Subsequent Events - Additional Information (Detail) (Seventh Amendment to Loan Agreement with Regions Bank [Member], Subsequent Event [Member]) | 0 Months Ended |
13-May-15 | |
Subsequent Event [Line Items] | |
Maturity date of loan agreement with Regions Bank | 13-May-18 |
Eurodollar [Member] | |
Subsequent Event [Line Items] | |
Decrease in applicable margin rate of loans during the period | 0.25% |