Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | ECOARK HOLDINGS, INC. | |
Trading Symbol | ZEST | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 26,364,099 | |
Amendment Flag | false | |
Entity Central Index Key | 0001437491 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53361 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 30-0680177 | |
Entity Address, Address Line One | 303 Pearl Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Antonio | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78215 | |
City Area Code | (800) | |
Local Phone Number | 762-7293 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
CURRENT ASSETS: | ||
Cash ($85 pledged as collateral for credit as of September 30, 2021 and March 31, 2021, respectively and $250 restricted as of September 30, 2021 and March 31, 2021, respectively) | $ 7,895 | $ 1,316 |
Accounts receivable, net of allowance of $209 and $709 as of September 30, 2021 and March 31, 2021, respectively | 779 | 1,136 |
Inventories - Crude Oil | 101 | 122 |
Prepaid expenses and other current assets | 1,954 | 1,995 |
Total current assets | 10,729 | 4,569 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 7,788 | 3,695 |
Intangible assets, net | 1,891 | 2,065 |
Oil and gas properties, full cost-method | 11,940 | 12,352 |
Capitalized drilling costs, net of depletion | 2,148 | 2,567 |
Goodwill | 10,225 | 10,225 |
Right of use assets - financing leases | 374 | 445 |
Right of use assets - operating leases | 409 | 479 |
Non-current assets of discontinued operations | 194 | |
Total non-current assets | 34,775 | 32,022 |
TOTAL ASSETS | 45,504 | 36,591 |
CURRENT LIABILITIES | ||
Accounts payable | 464 | 3,614 |
Accrued liabilities | 2,366 | 3,591 |
Warrant derivative liabilities | 15,389 | 7,213 |
Current portion of long-term debt | 879 | 1,056 |
Note payable - related parties | 578 | |
Current portion of lease liability - financing leases | 143 | 141 |
Current portion of lease liability - operating leases | 221 | 212 |
Current liabilities of discontinued operations | 9 | |
Total current liabilities | 19,462 | 16,414 |
NON-CURRENT LIABILITIES | ||
Lease liability - financing leases, net of current portion | 223 | 295 |
Lease liability - operating leases, net of current portion | 222 | 309 |
Long-term debt, net of current portion | 237 | 1,012 |
Asset retirement obligations | 1,587 | 1,532 |
Total non-current liabilities | 2,269 | 3,148 |
Total Liabilities | 21,731 | 19,562 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY (Numbers of shares rounded to thousands) | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively | ||
Common stock, $0.001 par value, 30,000 shares authorized, 26,364 and 22,723 shares issued and 26,247 and 22,606 shares outstanding as of September 30, 2021 and March 31, 2021, respectively | 26 | 23 |
Additional paid in capital | 177,625 | 167,588 |
Accumulated deficit | (152,207) | (148,911) |
Treasury stock, at cost | (1,671) | (1,671) |
Total stockholders’ equity | 23,773 | 17,029 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 45,504 | $ 36,591 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit (in Dollars) | $ 85 | $ 85 |
Restricted Cash (in Dollars) | 250 | 250 |
Accounts receivable, net of allowance (in Dollars) | $ 209 | $ 709 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000 | 30,000 |
Common stock, shares issued | 26,364 | 22,723 |
Common stock, shares outstanding | 26,247 | 22,606 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUES | $ 6,111 | $ 3,278 | $ 12,990 | $ 5,591 |
COST OF REVENUES | 3,224 | 2,333 | 7,166 | 3,426 |
GROSS PROFIT | 2,887 | 945 | 5,824 | 2,165 |
OPERATING EXPENSES | ||||
Salaries and salaries related costs | 2,269 | 1,605 | 3,838 | 3,617 |
Professional and consulting fees | 245 | 236 | 382 | 498 |
Oilfield supplies and repairs | 856 | 869 | 1,200 | 874 |
Selling, general and administrative costs | 4,110 | 1,665 | 6,382 | 2,271 |
Depreciation, amortization, depletion, and accretion | 722 | 323 | 1,738 | 624 |
Research and development | 136 | 366 | ||
Total operating expenses | 8,202 | 4,834 | 13,540 | 8,250 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | (5,315) | (3,889) | (7,716) | (6,085) |
OTHER INCOME (EXPENSE) | ||||
Change in fair value of derivative liabilities | (629) | 1,011 | 4,316 | (16,382) |
Gain (loss) on exchange of warrants for common stock | 14,952 | 16,583 | ||
Loss on conversion of long-term debt and accrued expenses | (1,775) | (3,969) | ||
Gain (loss) on disposal of fixed assets | (105) | |||
Loss on abandonment of oil and gas property | (83) | |||
Gain on disposal of ARO related to sale of oil and gas property | 1 | 8 | ||
Gain on sale of oil and gas property | 121 | 713 | ||
Interest expense, net of interest income | (33) | (1,314) | (617) | (2,155) |
Total other income (expense) | (540) | 12,874 | 4,420 | (6,111) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND (PROVISION) FOR INCOME TAXES | (5,855) | 8,985 | (3,296) | (12,196) |
DISCONTINUED OPERATIONS: | ||||
Loss from discontinued operations | ||||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | ||||
INCOME (LOSS) FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES | (5,855) | 8,985 | (3,296) | (12,196) |
BENEFIT (PROVISION) FOR INCOME TAXES | ||||
NET INCOME (LOSS) | $ (5,855) | $ 8,985 | $ (3,296) | $ (12,196) |
NET INCOME (LOSS) PER SHARE - BASIC (in Dollars per share) | $ (0.233) | $ 0.445 | $ (0.138) | $ (0.633) |
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (in Shares) | 25,092 | 20,176 | 23,905 | 19,271 |
NET INCOME (LOSS) PER SHARE - DILUTED (in Dollars per share) | $ (0.233) | $ 0.38 | $ (0.138) | $ (0.633) |
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (in Shares) | 25,092 | 23,645 | 23,905 | 19,271 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Preferred | Common stock | Additional Paid-In- Capital | Accumulated Deficit | Treasury Stock | Total |
Balances at Mar. 31, 2020 | $ 17 | $ 135,424 | $ (128,023) | $ (1,671) | $ 5,747 | |
Balances (in Shares) at Mar. 31, 2020 | 1 | 17,175 | ||||
Shares issued in the exercise of warrants, net of expenses | $ 2 | 6,674 | 6,676 | |||
Shares issued in the exercise of warrants, net of expenses (in Shares) | 1,531 | |||||
Shares issued in the exercise of stock options | 349 | 349 | ||||
Shares issued in the exercise of stock options (in Shares) | 89 | |||||
Shares issued in conversion of debt and accrued interest | $ 1 | 3,941 | 3,942 | |||
Shares issued in conversion of debt and accrued interest (in Shares) | 524 | |||||
Shares issued in conversion of accounts payable and accrued expenses | 677 | 677 | ||||
Shares issued in conversion of accounts payable and accrued expenses (in Shares) | 93 | |||||
Conversion of preferred shares (Series C) to common shares | ||||||
Conversion of preferred shares (Series C) to common shares (in Shares) | (1) | 308 | ||||
Share-based compensation | 1,114 | 1,114 | ||||
Net (income) loss for the period | (21,181) | (21,181) | ||||
Balances at Jun. 30, 2020 | $ 20 | 148,179 | (149,204) | (1,671) | (2,676) | |
Balances (in Shares) at Jun. 30, 2020 | 19,720 | |||||
Shares issued in the conversion of long-term debt and accrued interest | 2,635 | 2,635 | ||||
Shares issued in the conversion of long-term debt and accrued interest (in Shares) | 192 | |||||
Shares issued for services rendered | 485 | 485 | ||||
Shares issued for services rendered (in Shares) | 30 | |||||
Shares issued in acquisition of oil and gas reserves and fixed assets | 2,750 | 2,750 | ||||
Shares issued in acquisition of oil and gas reserves and fixed assets (in Shares) | 171 | |||||
Shares issued in the exercise of warrants | $ 1 | 5,575 | 5,576 | |||
Shares issued in the exercise of warrants (in Shares) | 1,088 | |||||
Shares issued in the exercise of cashless stock options | ||||||
Shares issued in the exercise of cashless stock options (in Shares) | 1 | |||||
Share-based compensation | 36 | 36 | ||||
Net (income) loss for the period | 8,985 | 8,985 | ||||
Balances at Sep. 30, 2020 | $ 21 | 159,660 | (140,219) | (1,671) | 17,791 | |
Balances (in Shares) at Sep. 30, 2020 | 21,202 | |||||
Balances at Mar. 31, 2021 | $ 23 | 167,588 | (148,911) | (1,671) | 17,029 | |
Balances (in Shares) at Mar. 31, 2021 | 22,705 | |||||
Shares issued for services rendered | 675 | 675 | ||||
Shares issued for services rendered (in Shares) | 115 | |||||
Shares issued in the exercise of stock options, including cashless exercises | 28 | 28 | ||||
Shares issued in the exercise of stock options, including cashless exercises (in Shares) | 20 | |||||
Share-based compensation | 399 | 399 | ||||
Net (income) loss for the period | 2,559 | 2,559 | ||||
Balances at Jun. 30, 2021 | $ 23 | 168,690 | (146,352) | (1,671) | 20,690 | |
Balances (in Shares) at Jun. 30, 2021 | 22,840 | |||||
Balances at Mar. 31, 2021 | $ 23 | 167,588 | (148,911) | (1,671) | 17,029 | |
Balances (in Shares) at Mar. 31, 2021 | 22,705 | |||||
Balances at Sep. 30, 2021 | $ 26 | 177,625 | (152,207) | (1,671) | 23,773 | |
Balances (in Shares) at Sep. 30, 2021 | 26,364 | |||||
Balances at Jun. 30, 2021 | $ 23 | 168,690 | (146,352) | (1,671) | 20,690 | |
Balances (in Shares) at Jun. 30, 2021 | 22,840 | |||||
Shares issued for services rendered | 92 | 92 | ||||
Shares issued for services rendered (in Shares) | 45 | |||||
Shares issued in registered direct offering, net of amount allocated to derivative liability | $ 3 | 8,024 | 8,027 | |||
Shares issued in registered direct offering, net of amount allocated to derivative liability (in Shares) | 3,478 | |||||
Fractional adjustment | ||||||
Fractional adjustment (in Shares) | 1 | |||||
Share-based compensation | 819 | 819 | ||||
Net (income) loss for the period | (5,855) | (5,855) | ||||
Balances at Sep. 30, 2021 | $ 26 | $ 177,625 | $ (152,207) | $ (1,671) | $ 23,773 | |
Balances (in Shares) at Sep. 30, 2021 | 26,364 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOW FROM OPERATING ACTIVIITIES | ||
Net loss | $ (3,296) | $ (12,196) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation, amortization, depletion, and accretion | 1,738 | 624 |
Share-based compensation | 1,218 | 1,150 |
Bad debt, net of recovery | 184 | |
Change in fair value of derivative liabilities | (4,316) | 16,382 |
(Gain) on disposal of oil and gas property | (18) | |
(Gain) loss on exchange of warrants | (16,583) | |
Common shares issued for services | 767 | 485 |
Loss on sale of fixed assets | 105 | |
Loss on abandonment of oil and gas property | 83 | |
Warrants granted for interest expense | 545 | 1,790 |
Warrants granted for commissions | 744 | |
Loss on conversion of debt and liabilities to common stock | 3,969 | |
Amortization of debt discount | 149 | |
Changes in assets and liabilities | ||
Accounts receivable | 357 | (513) |
Inventory | 11 | (175) |
Prepaid expenses and other current assets | 41 | (1,002) |
Amortization of right of use asset - financing leases | 71 | 74 |
Amortization of right of use asset - operating leases | 70 | 51 |
Other assets | (4) | |
Interest on lease liability - financing leases | (6) | (8) |
Operating lease expense | (78) | (43) |
Accounts payable | (3,159) | 635 |
Accrued liabilities | (1,225) | (268) |
Total adjustments | (3,240) | 7,085 |
Net cash used in operating activities of continuing operations | (6,536) | (5,111) |
Net cash used in discontinued operations | ||
Net cash used in operating activities | (6,536) | (5,111) |
CASH FLOWS FROM INVESTING ACTIVITES | ||
Advance of note receivable | (275) | |
Purchases of oil and gas properties, net of asset retirement obligations | (54) | (2,698) |
Purchase of oil and gas property – related party | (250) | |
Proceeds from the sale of fixed assets | 2 | 43 |
Purchase of fixed assets | (4,247) | (241) |
Net cash used in investing activities of continuing operations | (4,549) | (3,171) |
Net cash used in discontinued operations | ||
Net cash used in investing activities | (4,549) | (3,171) |
CASH FLOWS FROM FINANCING ACTIVITES | ||
Proceeds from the issuance of common stock in a registered direct offering, net of fees | 19,230 | |
Proceeds from exercise of warrants, net of fees | 12,253 | |
Proceeds from exercise of stock options | 28 | 349 |
Reduction of finance lease liability | (64) | (60) |
Proceeds from notes payable - related parties | 45 | 559 |
Repayments of notes payable - related parties | (623) | (1,384) |
Proceeds from long-term debt | 1,869 | |
Repayment of long-term debt | (952) | (3,730) |
Repayment to prior owners | (316) | |
Net cash provided by financing activities | 17,664 | 9,540 |
NET INCREASE IN CASH AND RESTRICTED CASH | 6,579 | 1,258 |
CASH AND RESTRCITED CASH - BEGINNING OF PERIOD | 1,316 | 406 |
CASH AND RESTRICTED CASH - END OF PERIOD | 7,895 | 1,664 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 138 | 361 |
Cash paid for income taxes | ||
Reclassification of assets of discontinued operations to current operations in fixed assets | 194 | |
Bifurcation of derivative liability in registered direct offering | 11,203 | |
Preferred stock converted into common stock | 2 | |
Conversion of long-term debt and notes payable and accrued interest into common stock | 6,577 | |
Conversion of accounts payable and accrued liabilities into common stock | 677 | |
Shares issued for acquisition of oil and gas reserves and fixed assets, net of asset retirement obligations | 2,750 | |
Note receivable offset against oil and gas reserves in acquisition of Rabb | 304 | |
Lease liability recognized for ROU asset | $ 442 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Dollar amounts and numbers of shares that follow in this report are presented in thousands, except per share amounts. Ecoark Holdings Inc. (“Ecoark Holdings” or the “Company”) is a diversified holding company, incorporated in the State of Nevada on November 19, 2007. Through Ecoark Holdings wholly owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations on over 20,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including preparing to launch a Bitcoin mining operation. Since the acquisition of Banner Midstream Corp. on March 27, 2020, which currently comprises the exploration, production and drilling operations, the Company has focused its efforts to a considerable extent on expanding its exploration and production footprint and capabilities by acquiring real property and working interests in oil and gas mineral leases. The Company’s principal subsidiaries consist of Ecoark, Inc. (“Ecoark”), a Delaware corporation which is the parent of Zest Labs, Inc. (“Zest Labs”), Banner Midstream Corp., a Delaware corporation (“Banner Midstream”) and Agora Digital Holdings, Inc., a Nevada corporation (“Agora”) who was assigned the membership interest in Trend Discovery Holdings LLC, a Delaware limited liability corporation (all references to “Trend Holdings” or “Trend” are now synonymous with Agora) from the Company on September 17, 2021 upon its formation. On March 27, 2020, the Company and Banner Energy Services Corp., a Nevada corporation (“Banner Parent”), entered into a Stock Purchase and Sale Agreement (the “Banner Purchase Agreement”) to acquire Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Pursuant to the acquisition, Banner Midstream became a wholly owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream. Banner Midstream has four operating subsidiaries: Pinnacle Frac Transport LLC (“Pinnacle Frac”), Capstone Equipment Leasing LLC (“Capstone”), White River Holdings Corp. (“White River”), and Shamrock Upstream Energy LLC (“Shamrock”). Pinnacle Frac provides transportation of frac sand and logistics services to major hydraulic fracturing and drilling operations. Capstone procures and finances equipment to oilfield transportation service contractors. These two operating subsidiaries of Banner Midstream are revenue producing entities. White River and Shamrock are engaged in oil and gas exploration, production, and drilling operations on over 20,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. On June 11, 2020, the Company acquired certain energy assets from SR Acquisition I, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-in with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. One of the leases acquired in this transaction was sold in November 2020. On June 18, 2020, the Company acquired certain energy assets from SN TMS, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment. On August 14, 2020, the Company entered into an Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas Limited Liability Company and a wholly owned subsidiary of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement, the Company completed the acquisition of certain assets of Rabb Resources, LTD. The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500 consisting of (i) $1,500 in cash, net of $304 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 103 shares. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On September 4, 2020, White River SPV 3, LLC, a wholly owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with a privately held limited liability company (the “Assignor”). Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500 in cash to the Assignor. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. Pursuant to the Participation Agreement, the Company and White River SPV pre-funded a majority of the cost, approximately $5,800, associated with the drilling and completion of an initial deep horizontal well in the Austin Chalk formation of which $3,387 was expensed as drilling costs. The Participation Agreement required the drilling costs that were paid into a designated escrow account at the commencement of the drilling in January 2021, which it was. BlackBrush agreed to assign to the other parties to the Participation Agreement, subject to certain exceptions and limitations specified therein, specified portions of its leasehold working interest in certain Austin Chalk formation units. The Participation Agreement provides for an initial allocation of the working interests and net revenue interests among the assignor, BlackBrush and the Company and then a re-allocation upon payout or payment of drilling and completion costs for each well drilled. Prior to payout, the Company will own 90% of the working interest and 67.5% of the net revenue interest in each well. Following payout, the Company will own 70% of working interest and 52.5% net revenue interest in each well. The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year and/or maintain leasehold by paying its proportionate share of any rental payments. On September 30, 2020, the Company and White River Energy, LLC (“White River Energy”), a wholly owned subsidiary of the Company entered into three Asset Purchase Agreements (the “Asset Purchase Agreements”) with privately held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. The purchase prices of these leases were $126, $312 and $312, respectively, totaling $750. The consideration paid to the Sellers was in the form of 68 shares of common stock. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. In February and March 2021, the Company acquired additional leases for $916 under the Blackbrush/Deshotel lease related to the Participation Agreement. On August 16, 2021 the Company and Shamrock Upstream Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with a privately-held limited liability company to acquire working interests in the Luling Prospect for $250. No other assets were acquired in this transaction, nor was there any recognized ARO for this working interest. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On September 1, 2021 the Company and White River Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with several individuals to acquire working interests in the various leases in Concordia, LA for $54. No other assets were acquired in this transaction, nor was there any recognized ARO for this working interest. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Effective with the opening of trading on December 17, 2020, the Company effected a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. The reverse stock split was implemented without obtaining stockholder approval as permitted by Nevada law, and the authorized common stock was proportionately reduced to 40,000 shares. All share and per share figures are reflected on a post-split basis herein. Effective December 29, 2020, the Company amended its Articles of Incorporation to reduce the authorized common stock from 40,000 shares to 30,000 shares. On December 31, 2020, the Company completed a registered direct offering, whereby the Company issued 889 shares of common stock and 889 accompanying warrants to one institutional investor under the effective Form S-3 at $9.00 per share and accompanying warrant for a total of $8,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. On April 9, 2021, a Little Rock, Arkansas jury awarded Ecoark and Zest a total of $115 million in damages which includes $65 million in compensatory damages and $50 million in punitive damages and found Walmart Inc. liable on three counts. The federal jury found that Walmart Inc. misappropriated Zest’s trade secrets, failed to comply with a written contract, and acted willfully and maliciously in misappropriating Zest’s trade secrets. The Company has filed post-trial motions to add an award for their attorneys’ fees as the prevailing party in the litigation. In addition to other post-trial motions, Walmart, Inc. has filed a renewed motion for judgment as a matter of law or, in the alternative, for remittitur or a new trial. As of the date of this Report, the court has not ruled on any of the post-trial motions Trend Holdings formed four subsidiaries: Bitstream Mining, LLC, a Texas Limited Liability Corp. (“Bitstream”) on May 16, 2021, REStream Processing LLC, a Texas Limited Liability Corp (“REStream”) on May 16, 2021, Trend Discovery Exploration LLC, a Texas Limited Liability Corp. (“Trend Exploration”) on May 27, 2021, and OTZI, LLC, a Delaware Limited Liability Corp. (“OTZI”) on September 2, 2021, in addition to Barrier Crest, LLC (“Barrier Crest”) that was acquired along with Trend Capital Management, Inc. (“TCM”) that was acquired by Ecoark on May 31, 2019. Agora was organized by Ecoark to enter the digital asset mining business. Because of regulatory uncertainty over digital assets being deemed to be securities, Agora’s initial focus is on mining Bitcoin which the Securities and Exchange Commission (the “SEC”) administratively determined is not a security. Because of regulatory concerns and the changing regulatory environment, Agora intends to seek opportunities to engage with cryptocurrencies that do not involve the offer or sale of any securities. The Company intends to issue a stock dividend through a pro rata distribution of Agora’s common stock to Ecoark’s common shareholders and holders of common stock equivalents. Ecoark plans to distribute 80% of the Agora common stock it holds to its shareholders as of a future record date to be determined upon completion of regulatory compliance. Ecoark plans to retain the remaining 20% ownership in Agora on its balance sheet. As a result of the approval by the board of directors of the Company to divest Agora, the Company, has accounted for this as a disposal other than by sale. Assets to be disposed of other than by sale should continue to be classified as held and used until they are disposed of. Upon disposal, the Company must assess whether the disposed of assets qualify for discontinued operations reporting. If so, the Company will apply the presentation and disclosure requirements of ASC 205-20, and if not, the Company will apply the presentation and disclosure requirements of ASC 360-10. The Company assigned its membership interest in Trend Holdings and its related wholly owned subsidiaries to Agora on September 22, 2021, for the sale of the initial one hundred shares for ten dollars. On October 1, 2021, the Company purchased 41,671 shares of Agora common stock for $4,167 which Agora used to purchase equipment to commence the Bitstream operations. On August 4, 2021, the Company’s common stock commenced trading on the Nasdaq Capital Market. On October 6, 2021, the Company held a Special Meeting of Stockholders, at which the stockholders approved (a) an amendment to the Articles of Incorporation to increase the number of shares of authorized common stock of the Company from 30,000 shares to 40,000 shares; (b) an amendment to the Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance under this plan from 800 shares to 1,300 shares; and (c) the issuance of 272 restricted stock units and an additional 64 restricted stock units to the President and director of the Company under this plan, in exchange for the cancellation of 672 previously issued stock options. Overview of Agora Digital Holdings, Inc. Bitstream Bitstream was organized to be our principal cryptocurrency subsidiary. Bitstream has entered into a series of agreements including arranging for a reliable and economical electric power source needed to efficiently mine Bitcoin, ordering miners, housing infrastructure and other infrastructure to mine Bitcoin and locating a third-party hosting service to operate the miners and the service’s more advanced miners. Agora has spent (and agreed to spend) between $12-$14 million in connection with these agreements, not including future revenue sharing. Agora anticipates that the initial miners will begin operating in early November and by late December or January 2022, the Bitmain S19 Pro miners supplied by the hosting service will be operational. As of October 25, 2021, Bitstream has paid unaffiliated third parties a total of $4,755 and is obligated to pay certain of these third parties an additional $8,686 pursuant to the arrangements described below. Bitstream anticipates that they will deploy and operate modularized data centers (facilities) with the sole purpose of mining digital assets, with Bitcoin initially as the focus. Agora anticipates powering these data centers by acquiring a long-term power contract to purchase electric power from the electric grid in Texas. Once the business is operational, Bitstream intends to continuously add data center facilities by reinvesting their revenues. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues. Bitstream plans to utilize the energy to power its energy intensive operations of digital asset mining. Additionally, if Texas experiences another power shortage during the winter or summer months from extreme weather conditions, Bitstream would be able to arbitrage power at favorable margins. Bitstream will do this by temporarily shutting down their cryptocurrency mining operations and selling their purchased power back to the grid at favorable margins. Last winter, during the blackout, the price per kWh exceeded $10 at its peak imbalance, whereas Bitstream’s power cost is expected to be $0.023 per kWh. Bitstream has ● entered into a letter of intent to obtain a source of electric power in West Texas, including the initial 12 megawatts (“MW”) of power plus an additional 30 MW which have already been secured; ● paid the power management company $1,096 which includes a $1,000 development fee and is negotiating a definitive agreement (the “Power Agreement”) which if executed will allow for the increase of the facility’s electrical capacity to up to 60 MW; and ● ordered 5,000 used Canaan Avalon 841 13 tera hash per second (“TH/s”) miners for $1,350, plus shipping costs to be delivered on 1,000-unit increments through December 2021, of which 2,000 miners have been delivered as of November 1, 2021. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Mining Equipment Because Bitstream has secured a source for 42 MW of electrical power as more fully described below and expects to increase the capacity through conditional and unconditional rights to a number of sites across West Texas to up to 372 MW assuming this can be done on acceptable terms. In September 2021 Bitstream ordered 5,000 used Canaan Avalon 841 13 TH/s miners for $1,350. Delivery of the first shipment of 2,000 of these miners occurred in October 2021. Bitstream’s plan is to use trailer or shipping container-like units as housing infrastructure to house our miners. Bitstream will either build their own or partner with another third-party vendor to build entry level housing infrastructure to deploy the initial mining equipment in November. In August 2021, Bitstream entered into an agreement with a third party which will supply Bitstream with more advanced housing infrastructure in exchange for approximately $375. Delivery of these enhanced housing infrastructure is expected in late 2021 or early 2022. In September 2021, Bitstream entered into a binding agreement referred to as a Memorandum of Understanding with Elite Mining Inc. (the “Hosting Company”) that will supply high speed miners, host the Company’s data center and operate the miners it installs. In Phase 1 which is a beta test phase, Bitstream paid $600 to the Hosting Company which will also supply 6 MW capacity’s worth of very high speed and efficient miners by mid-January 2022. Bitstream has an option to purchase these high-speed miners at replacement cost (which may be higher than current cost). The Hosting Company may provide hosting for third parties during Phase 1 which reduces the cash flow for Bitstream. This agreement will also allow Bitstream to utilize a minimum of 25 MW of electricity under the initial power purchase agreement in Phase 2. Bitstream can terminate the hosting agreement as soon as Bitstream has secured sufficient capital to replace the hosted Bitmain S19 Pros with their own. Once Bitstream purchases the high-efficiency miners, the Hosting Company cannot host third parties. The Hosting Company uses immersion cooling, and other technological enhancements, for the miners it will install for Bitstream. Immersion cooling is a technique where Bitcoin mining units are submerged in a dielectric fluid to keep the integrated circuits operating at lower temperatures. When successful, this has the potential to: prolong equipment life, enhance hashing efficiencies, and provides the opportunity to “overclock” the processors, i.e., running at speeds beyond factory specified design. Overclocking, including when assisted by immersion cooling, is a technique that can be used to increase a miner’s overall hash rate. Phase 2 is planned to begin in May 2022 which is subject to Bitstream agreeing to proceed. If Bitstream elects to enter Phase 2, it will be required to loan the Hosting Company the funds to develop a production facility in Texas on terms to be negotiated. Bitstream will have certain rights to the production facility capacity from Phase 2 and will pay the Hosting Company for its services. In October 2021 Bitstream secured an additional 30 MWs of electrical capacity at a different West Texas location. This supplements the Company’s prior agreement to secure 12 MWs and as a result the Company will have a total of 42 MWs of electric power for immediate use and benefit to Bitstream. Bitstream also plans to participate in the Electric Reliability Council of Texas’ (“ERCOT”) responsive reserve market by relinquishing its power back to the Texas grid as power stabilization events are needed. Additionally, Bitstream has procured mining infrastructure to power the 42 MWs and expects the equipment and infrastructure to be delivered over the next 120 days. This mining infrastructure includes twenty-one 2,600 kilo-volt amp (KVA) or similar transformers and the Company’s first shipment of Bitcoin mining application-specific integrated circuits (“ASIC”). The Company has agreed to pay a total $3,376 for the new equipment and infrastructure as follows: (i) $506 upon the order which has been paid, (ii) $506 by November 11, 2021, and (iii) the remaining $2,364 by December 15, 2021. In connection with the increase in electrical capacity, Bitstream entered into a second binding letter of intent with the power management company pursuant to which the Company has paid a total of $2,955, consisting of a $2,628 development fee and a $327 reimbursement for payments made by the power management company to the electric utility to secure the power. In addition, the Company agreed to pay a total of $450 upon the power management company signing a binding agreement to acquire or lease 20 or more acres of usable land for Bitstream’s facility and construct a transmission line to the mining site. Once the business is operational, Bitstream intends to continuously add data center platforms by reinvesting cash and potentially utilizing leverage to scale operations. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues. Barrier Crest, provides fund administration and related services for small hedge funds. Trend Discovery Holdings LLC (“Trend Discovery”) owns an entity which is the general partner but not the investment manager of two investment funds. These investment funds own shares of Ecoark and one also owns warrants of Ecoark. Trend Exploration was assigned an 80% working interest in fourteen wells from White River SPV 2, LLC and White River E&P LLC (“Assignors”) on July 1, 2021. In accordance with ASC 205-20, there is a scope exception for oil and gas properties that use the full-cost method of accounting. Under the full-cost method of accounting, all costs associated with property acquisition, exploration, and development activities are capitalized to cost centers, which are established on a country-by-country basis. The definition of discontinued operations, however, applies to disposals of components of an entity, which is defined as the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As a result, the definition of discontinued operations will not be operable under the full-cost method of accounting because of differences in the tracking and allocation of costs, which is at a much higher level. The Company as a result has not reflected the working interest on the fourteen wells in discontinued operations. The Trend Exploration business is identical to the business noted herein for Banner Midstream. Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Trend Discovery Holdings Inc., a Delaware corporation for the Company to acquire 100% of Trend Discovery Holdings, LLC pursuant to a merger of Trend with and into the Company (the “Merger”). Trend Discovery Holdings, Inc. ceased doing business upon completion of the merger and Trend Discovery Holdings LLC is the subsidiary of the Company. Upon the formation of Agora on September 17, 2021, Ecoark assigned the membership interest they owned in Trend Holdings to Agora on September 22, 2021 when the Company purchased one hundred shares of Agora common stock for ten dollars. The Company intends to issue a stock dividend through a pro rata distribution of Agora’s common stock to Ecoark’s common shareholders and holders of common stock equivalents. Ecoark plans to distribute 80% of the Agora common stock it holds to its shareholders as of a future record date to be determined upon completion of regulatory compliance. Ecoark plans to retain the remaining 20% ownership in Agora on its balance sheet. As a result of the approval by the board of directors of the Company to divest Agora, the Company, has accounted for this as a disposal other than by sale. Assets to be disposed of other than by sale should continue to be classified as held and used until they are disposed of. Upon disposal, the Company must assess whether the disposed of assets qualify for discontinued operations reporting. If so, the Company will apply the presentation and disclosure requirements of ASC 205-20, and if not, the Company will apply the presentation and disclosure requirements of ASC 360-10. On March 27, 2020, the Company and Banner Parent, entered into the Banner Purchase Agreement to acquire Banner Midstream. Pursuant to the acquisition, Banner Midstream became a wholly owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream. The Company applies the guidance of Topic 810 Consolidation Reclassifications The Company has reclassified certain amounts in the September 30, 2020 unaudited condensed consolidated financial statements to be consistent with the September 30, 2021 presentation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the proper |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: DISCONTINUED OPERATIONS Pursuant to ASC 205-20, Presentation of Financial Statements – Discontinued Operations, ASC-20-45-1B, paragraph 360-10-45-15, As of April 1, 2021, all of the equipment assets and accounts payable of Pinnacle Vac were transitioned into Capstone to continue servicing the debt. As a result, there are no assets or liabilities of discontinued operations that remain, and no income or loss from discontinued operations for the six and three months ended September 30, 2021 and 2020. |
Revenue
Revenue | 6 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | NOTE 3: REVENUE The following table disaggregates the Company’s revenue by major source for the six and three months ended September 30: Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue: Financial Services $ 200 $ 104 $ 348 $ 194 Oil and Gas Production 1,269 525 2,837 676 Transportation Services 4,577 2,575 9,617 4,549 Fuel Rebate 57 31 154 77 Equipment Rental 8 43 34 95 $ 6,111 $ 3,278 $ 12,990 $ 5,591 There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
Inventories
Inventories | 6 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4: INVENTORIES The Company’s inventory as of September 30, 2021 and March 31, 2021 of $101 and $122, respectively, consisted of crude oil of approximately 4,912 and 6,198 barrels of unsold crude oil (these amounts are not rounded in thousands), respectively, using the lower of cost (LIFO) or net realizable value. |
Note Receivable
Note Receivable | 6 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 5: NOTE RECEIVABLE The Company entered into a $225 senior secured convertible promissory note on June 18, 2020 with Rabb Resources, LTD. The Company had an existing note in the amount of $25 that had not been secured, and rolled an additional $200 into Rabb Resources, LTD, whereby the entire amount became secured. The note was non-interest bearing if paid or converted within forty-five days of the issuance date of June 18, 2020 (August 2, 2020, which is the maturity date). If not paid or converted, the note bore interest at 11% per annum, paid in cash on a quarterly basis. This note was convertible into shares of Rabb Resources, LTD. based on a valuation of Rabb Resources, LTD. into shares of that company at a value of the $225. The Company advanced an additional $50 on July 8, 2020 and $25 on August 7, 2020 to bring the total note receivable to $300. This amount plus the accrued interest receivable of $4 was due as of August 14, 2020. On August 14, 2020, the Company entered into an Asset Purchase Agreement with Rabb Resources, LTD. which included the acquisition of real property. The purchase price for this acquisition was $3,500, of which $1,196 was paid in cash (after applying the outstanding principal of the note receivable and accrued interest receivable against the $1,500 agreed upon cash consideration) and the balance was paid in common stock of the Company. The Company accounted for this acquisition as an asset purchase (see Note 16). There were no amounts outstanding as of September 30, 2021 and March 31, 2021, respectively. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of September 30, 2021 and March 31, 2021: September 30, March 31, (unaudited) Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Land 140 140 Buildings 236 236 Leasehold improvements – Pinnacle Frac 18 18 Mining technology equipment – Digital Asset 4,247 - Machinery and equipment – Technology 200 200 Machinery and equipment – Commodities 3,577 3,385 Total property and equipment 11,133 6,694 Accumulated depreciation and impairment (3,345 ) (2,999 ) Property and equipment, net $ 7,788 $ 3,695 As of September 30, 2021 and 2020, the Company performed an evaluation of the recoverability of these long-lived assets. The analysis resulted in no impairment as of related to these assets. On April 1, 2021, the Company placed back in service equipment of $201 with accumulated depreciation of $7 which were part of discontinued operations related to Pinnacle Vac. These assets are equipment related to Capstone who is servicing the debt related to the assets. The Company in April 2021 traded in a truck with a value of $5 for a new truck with a value of $3 and received cash of $2 in the exchange. The mining technology equipment – digital assets have not been placed into service as of September 30 2021, therefore there has been no depreciation taken on these assets as of September 30, 2021. Depreciation expense for the six and three months ended September 30, 2021 and 2020 was $346 and $172, and $341 and $171, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 7: INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following as of September 30, 2021 and March 31, 2021: September 30, March 31, (unaudited) Patents $ 1,013 $ 1,013 Customer relationships 2,100 2,100 Non-compete agreements – Banner Midstream 250 250 Outsourced vendor relationships 1,017 1,017 Non-compete agreements – Zest Labs 340 340 Total intangible assets 4,720 4,720 Accumulated amortization and impairment (2,829 ) (2,655 ) Intangible assets, net $ 1,891 $ 2,065 In the acquisition of Banner Midstream, the Company acquired the customer relationships and non-compete agreements valued at $2,350. The estimated useful lives of the customer relationships is ten years based on the estimated cash flows from those customer contracts, and the estimated useful lives of the non-compete agreement is five years amortized over a straight-line method. Amortization expense for the six and three months ended September 30, 2021 and 2020 was $174 and $87, and $142 and $71, respectively. The following is the future amortization of the intangibles as of September 30: 2022 $ 303 2023 261 2024 264 2025 241 2026 210 Thereafter 612 $ 1,891 In addition to the statutory based intangible assets noted above, the Company recorded a total of $10,225 of goodwill in connection with the purchase of Trend and Banner Midstream. Accordingly, goodwill was as follows as of September 30, 2021: Acquisition – Trend Discovery $ 3,223 Acquisition – Banner Midstream 7,002 Goodwill – September 30, 2021 $ 10,225 The Company assessed the criteria for impairment, and there were no indicators of impairment present as of September 30, 2021, and therefore no impairment is necessary. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 8: ACCRUED LIABILITIES Accrued liabilities consisted of the following: September 30, March 31, (unaudited) Professional fees and consulting costs $ 57 $ 801 Vacation and paid time off 120 107 Legal fees 182 86 Compensation 134 734 Interest - 65 Insurance 1,430 1,013 Other 443 785 Total $ 2,366 $ 3,591 During the year ended March 31, 2021, the Company converted $1,228 of amounts due to prior owners into shares of common stock which resulted in a loss on conversion of $1,248, and $814 was paid in cash in the year ended March 31, 2021. |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 9: WARRANT DERIVATIVE LIABILITIES The Company issued common stock and warrants in several private placements and two public offerings (“Derivative Warrant Instruments”) and some of these warrants have been classified as liabilities. The Derivative Warrant Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company identified embedded features in some of the warrant agreements which were classified as a liability. These embedded features included (a) the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity; (b) included the right for the holders to request that the Company cash settle the warrant instruments from the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction; and (c) certain price protections in the agreements. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On November 14, 2020, the Company granted 60 warrants, for the early conversion of a portion of the September 24, 2020 warrants, with a strike price of $7.75 per share with a term of two-years. The fair value of those warrants was estimated to be $251 at inception, and $108 as of September 30, 2021. On December 30, 2020, the Company granted 889 warrants, in the direct registered offering under the effective Form S-3, with a strike price of $10.00 with a term of two-years (maturity January 2, 2023). The fair value of those warrants was estimated to be $4,655 at inception and $4,653 as of December 31, 2020. During the three months ended March 31, 2021, 176 warrants were exercised for $1,760, and no shares were exercised during the six months ended September 30, 2021. The fair value of the remaining warrants at September 30, 2021 is $1,141. On December 30, 2020, the Company granted 62 warrants to the placement agent as additional compensation in connection with the registered direct offering closed December 31, 2020, exercisable at a strike price of $11.25 per share for a term of two-years (expiring January 2, 2023). The fair value of those warrants was estimated to be $308 at inception and $90 as of September 30, 2021. The fair value of the 200 warrants that remain outstanding from the 250 warrants granted on September 24, 2020 as of September 30, 2021 is $270. On June 30, 2021, the Company granted 200 warrants, subject to a purchase agreement entered into the same day with the warrant holder, with a strike price of $10.00 per share with a term of two-years. The fair value of those warrants was estimated to be $545 at inception, on June 30, 2021 and $415 as of September 30, 2021. On August 6, 2021, the Company closed a $20,000 registered direct offering in which H.C. Wainwright & Co., LLC acted as the exclusive placement agent. The Company sold 3,478 shares of common stock and 3,478 warrants at $5.75 per share. The warrants are exercisable for a three- and one-half-year period beginning when the Company increases its authorized common stock to 40,000 shares, which occurred on October 8, 2021. The Company also issued the placement agent 243 warrants exercisable at $7.1875 per share over the same period as the investor warrants but expiring on the earlier of the three- and one-half year anniversary of the date the placement agent warrants first become exercisable and August 4, 2026. Further information on the offering and compensation to the placement agent is contained in the prospectus supplement dated August 4, 2021. The fair value of the investor warrants was estimated to be $11,203 at inception and $12,533 as of September 30, 2021. The fair value of the placement agent warrants was estimated to be $744 at inception and $832 as of September 30, 2021. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2021 and March 31, 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used on September 30, 2021 and March 31, 2021 and at inception: Six Months Ended Year Ended Inception Expected term 0.5 – 3.50 years 4.58 - 5 years 5.00 years Expected volatility 112 - 113% 94 - 101% 91% - 107% Expected dividend yield - - - Risk-free interest rate 0.61 - 1.74% 0.61 - 1.74% 1.50% - 2.77% Market price $3.25 - $12.95 $3.05 - $10.00 The Company’s remaining derivative liabilities as of September 30, 2021 and March 31, 2021 associated with warrant offerings are as follows. All fully extinguished warrants liabilities are not included in the chart below. September 30, March 31, Inception Fair value of 200 (originally 250) September 24, 2020 warrants $ 270 $ 1,349 $ 1,265 Fair value of 60 November 14, 2020 warrants 108 458 251 Fair value of 889 December 31, 2020 warrants 1,141 4,993 4,655 Fair value of 62 December 31, 2020 warrants 90 413 308 Fair value of 200 June 30, 2021 warrants 415 - 545 Fair value of 3,478 August 6, 2021 warrants 12,533 - 11,203 Fair value of 243 August 6, 2021 warrants 832 - 744 $ 15,389 $ 7,213 During the six and three months ended September 30, 2021 and 2020 the Company recognized changes in the fair value of the derivative liabilities of $4,316 and $(629), and $(16,382) and $1,011, respectively. In addition, the Company recognized $1,289 and $744 in expenses related to the warrants granted for the six and three months ended September 30, 2021. Activity related to the warrant derivative liabilities for the six months ended September 30, 2021 is as follows: Beginning balance as of March 31, 2021 $ 7,213 Issuances of warrants – derivative liabilities 12,492 Warrants exchanged for common stock (- ) Change in fair value of warrant derivative liabilities (4,316 ) Ending balance as of September 30, 2021 $ 15,389 Activity related to the warrant derivative liabilities for the year ended March 31, 2021 is as follows: Beginning balance as of March 31, 2020 $ 2,775 Issuances of warrants – derivative liabilities 13,118 Warrants exchanged for common stock (27,198 ) Change in fair value of warrant derivative liabilities 18,518 Ending balance as of March 31, 2021 $ 7,213 |
Capitalized Drilling Costs and
Capitalized Drilling Costs and Oil and Gas Properties | 6 Months Ended |
Sep. 30, 2021 | |
Oil and Gas Property [Abstract] | |
CAPITALIZED DRILLING COSTS AND OIL AND GAS PROPERTIES | NOTE 10: CAPITALIZED DRILLING COSTS AND OIL AND GAS PROPERTIES Capitalized Drilling Costs In January 2021, the Company commenced a drilling program on their Deshotel 24H well included in their proved reserves. The Company incurred $6,084 in costs related to this program of which $3,387 was expensed directly as drilling costs. The Company, pursuant to ASC 932 will amortize the remaining $2,697 of these costs, under the full-cost method based on the units of production method. Depletion expense for the six and three months ended September 30, 2021 for the capitalized drilling costs was $419 and $144, respectively. As of September 30, 2021, the capitalized drilling costs were $2,148. There were no such costs for the six and three months ended September 30, 2020. Oil and Gas Properties The Company’s holdings in oil and gas mineral lease (“OGML”) properties as of September 30, 2021 and March 31, 2021 are as follows: Trend Exploration was assigned an 80% working interest in fourteen wells from the Assignors on July 1, 2021. September 30, March 31, (unaudited) Total OGML Properties Acquired $ 11,940 $ 12,352 The Company acquired the following from Banner Midstream on March 27, 2020: Cherry et al OGML including shallow drilling rights was acquired by Shamrock from Hartoil Company on July 1, 2018. O’Neal Family OGML and Weyerhaeuser OGML including shallow drilling rights were acquired by White River on July 1, 2019 from Livland, LLC and Hi-Tech Onshore Exploration, LLC respectively in exchange for a $125 drilling credit to be applied by Livland, LLC on subsequent drilling operations. Taliaferro Family OGML including shallow drilling rights was acquired by White River on June 10, 2019 from Lagniappe Operating, LLC. Kingrey Family OGML including both shallow and deep drilling rights was entered into by White River and the Kingrey Family on April 3, 2019. Peabody Family OGML including both shallow and deep drilling rights was acquired by White River on June 18, 2019 from SR Acquisition I, LLC, a subsidiary of Sanchez Energy Corporation, for a 1% royalty retained interest in conjunction with White River executing a lease saving operation in June 2019. As discussed in Note 16, the Company acquired certain leases on June 11, 2020 and June 18, 2020 in Mississippi and Louisiana valued at $2. These assets were paid entirely in cash. In addition, the Company impaired $83 of property as it let certain leases lapse. As discussed in Note 16, on August 14, 2020, the Company entered into an Asset Purchase Agreement with Rabb Resources, LTD which included the acquisition of real property. The purchase price for this acquisition was $3,500. Of this amount, $3,224, is reflected as Oil and Gas Properties. As discussed in Note 16, on September 4, 2020, the Company entered into a Lease Assignment agreement. The purchase price for this acquisition was $1,500. Of this amount, $1,500, is reflected as Oil and Gas Properties. As discussed in Note 16, on September 30, 2020, the Company entered into three Asset Purchase Agreements. The purchase prices for these acquisitions were $750. Of this amount, $760, is reflected as Oil and Gas Properties. As discussed in Note 16, on October 1, 2020, the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $22. Of this amount, $22, is reflected as Oil and Gas Properties. As discussed in Note 16, on October 9, 2020, the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $615. Of this amount, $615, is reflected as Oil and Gas Properties. In February and March 2021, the Company acquired additional leases for $916 under the Blackbrush/Deshotel lease related to the Participation Agreement. On May 13, 2021, the Company’s subsidiaries White River Energy LLC and White River Operating LLC entered into a Letter Agreement for a .60 of 8/8 th Effective on July 1, 2021, the Company’s subsidiary White River SPV 2, LLC closed on the sale of the Weyerhauser OGML Lease. The Company did not record a value for the property as it was acquired in a group of properties on June 11, 2021 as the entire group of properties were purchased for $1. As a result, the entire sales price of $112, which includes the sale of the existing inventory and related expenses of $12 on this well and removal of the accumulated depletion, asset retirement obligation brought the total gain to $121. The Company had an analysis completed by an independent petroleum consulting company in March 2021 to complete the acquisition analysis within the required one-year period. There were no adjustments required from the original asset allocation on March 27, 2020. The following table summarizes the Company’s oil and gas activities by classification for the six months ended September 30, 2021 and year ended March 31, 2021. Activity Category March 31, Adjustments (1) September 30, Proved Developed Producing Oil and Gas Properties Cost $ 7,223 $ - $ 7,223 Accumulated depreciation, depletion and amortization (739 ) (716 ) (1,455 ) Changes in estimates - - - Total $ 6,484 $ (716 ) $ 5,768 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,868 $ 304 $ 6,172 Changes in estimates (- ) (- ) (- ) Total $ 5,868 $ 304 $ 6,172 Grand Total $ 12,352 $ (412 ) $ 11,940 Activity Category March 31, Adjustments (1) March 31, Proved Developed Producing Oil and Gas Properties Cost $ 167 $ 737 $ 904 Accumulated depreciation, depletion and amortization - (739 ) (739 ) Changes in estimates - 6,319 6,319 Total $ 167 $ 6,317 $ 6,484 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,968 $ 6,219 $ 12,187 Changes in estimates - (6,319 ) (6,319 ) Total $ 5,968 $ (100 ) $ 5,868 Grand Total $ 6,135 $ 6,217 $ 12,352 (1) Relates to acquisitions and dispositions of reserves. For the six months ended September 30, 2021, the Company acquired various leases in Concordia, LA and Caldwell, TX for $304, and sold a lease for $6 in Lasalle, LA. In addition, on July 1, 2021, the Company assigned an 80% working interest in fourteen wells to their subsidiary, Trend Exploration. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 11: LONG-TERM DEBT Long-term debt consisted of the following as of September 30, 2021 and March 31, 2021. All debt instruments repaid during the year ended March 31, 2021 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates. September 30, March 31, (unaudited) Note payable – Alliance Bank (a) $ 368 $ 1,033 Commercial loan – Firstar Bank (b) 465 626 Auto loan 1 – Firstar Bank (c) 23 29 Auto loan 2 – Firstar Bank (d) - 38 Auto loan 3 – Ally Bank (e) 30 34 Auto loan 4 – Ally Bank (f) 31 35 Auto loan 7 – Ally Bank (g) 50 69 Tractor loan 6 – Tab Bank (h) 149 180 Ecoark – PPP Loan (i) - 24 Total long-term debt 1,116 2,068 Less: current portion (879 ) (1,056 ) Long-term debt, net of current portion $ 237 $ 1,012 (a) Original loan date of June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan for $1,239 at 4.95% with a new maturity date of April 14, 2025. On September 24, 2021, the Company repaid $550 of this amount as a condition of the underlying guarantee of the note. (b) Original loan date of February 28, 2018, due December 31, 2021 at 4.75%. (c) On July 20, 2018, entered into a long-term secured note payable for $56 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. (d) On August 3, 2018, entered into a long-term secured note payable for $73 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. The collateral underlying the loan was stolen in March 2021, and the Company received an insurance settlement in May 2021 and promptly used those proceeds to pay off the remainder of the loan balance. (e) On July 18, 2018, entered into a long-term secured note payable for $56 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. (f) On July 26, 2018, entered into a long-term secured note payable for $54 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. (g) On November 5, 2018, entered into four long-term secured notes payable for $140 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. (h) On November 7, 2018, entered into a long-term secured note payable for $301 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. (i) PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 19, 2020, the Company received confirmation that $356 in principal and $2 in accrued interest has been forgiven, and this amount has been reflected in forgiveness of debt. The remaining $29, were to be due in monthly installments of $2 through maturity in May 2022, however, the Company repaid the remaining balance of $15 on August 24, 2021. The following is a list of maturities as of September 30: 2022 $ 879 2023 203 2024 34 $ 1,116 During the six months ended September 30, 2021, the Company repaid $928 in long-term debt. During the year ended March 31, 2021, the Company received proceeds of $1,869 in new long-term debt, repaid $4,100 in existing long-term debt, converted $830 in existing long-term debt that resulted in a loss on conversion of $1,337, and had $1,850 forgiven in long-term debt and accrued interest. In addition, the Company converted $65 of accrued interest and paid $361 in accrued interest during this period. The Company recognized a loss of $146 on conversion of the accrued interest to common stock in the year ended March 31, 2021. Interest expense on long-term debt during the six and three months ended September 30, 2021 and 2020 are $47 and $22 and $249 and $180, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 12: NOTES PAYABLE - RELATED PARTIES Notes payable to related parties consisted of the following as of September 30, 2021 and March 31, 2021. All notes payable to related parties instruments repaid during the year ended March 31, 2021 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates. September 30, March 31, (unaudited) Ecoark Holdings Board Member (a) $ - $ 578 Total Notes Payable – Related Parties - 578 Less: Current Portion of Notes Payable – Related Parties (- ) (578 ) Long-term debt, net of current portion $ - $ - (a) A board member advanced $578 to the Company through August 8, 2021, under the terms of notes payable that bears interest at rates ranging between 10% and 15% interest per annum. On August 9, 2021, the Company repaid the entire $578 to the board member with accrued interest of $43. Interest expense on the notes for the six and three months ended September 30, 2021 and 2020 was $25 and $7 and $35 and $27, respectively. An officer of the Company advanced $45 and was repaid this amount during the six months ended September 30, 2021. During the year ended March 31, 2021, the Company received proceeds of $954 in notes payable – related parties, repaid $1,973 in existing notes payable – related parties, and converted $575 in existing notes payable – related parties that resulted in a loss on conversion of $1,239. In addition, the Company converted $15 of accrued interest during this period. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 6 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 13: STOCKHOLDERS’ EQUITY (DEFICIT) Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000 shares of “blank check” preferred stock, par value $0.001. The Company has designated Series B and C out of the total Preferred Shares authorized. The Company has entered into agreements to issue preferred stock over the past several years. Currently as of September 30, 2021 and March 31, 2021, there are no shares of any series of preferred stock issued and outstanding. The remaining shares of preferred shares were converted during the year ended March 31, 2021. Ecoark Holdings Common Stock The Company is authorized to issue 40,000 shares of common stock, par value $0.001. Effective with the opening of trading on December 17, 2020, the Company implemented a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. All share and per share figures are reflected on a post-split basis herein. Effective December 29, 2020, the Company amended its articles of incorporation to reduce its authorized common stock from 40,000 shares to 30,000 shares. On August 6, 2021, the Company’s board of directors approved the increase of the authorized common shares to 40,000. The increase became effective on October 8, 2021, following the approval in a Special Meeting of Ecoark’s Stockholders. In the three months ended June 30, 2020, the Company issued 308 shares of common stock in April and May 2020 to convert the remaining shares of Series B Preferred Stock and Series C Preferred Stock; 1,531 shares of common stock in the exercise of warrants; 89 shares in the exercise of stock options; 93 shares of common stock in the conversion of accounts payable and accrued expenses; and 524 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. In the three months ended September 30, 2020, the Company issued 1,088 shares of common stock in the exercise of warrants; one share in the exercise of stock options; 31 shares of common stock for services rendered; 171 shares of common stock to acquire assets; and 192 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. In the three months ended December 31, 2020, the Company issued 376 shares of common stock in the exercise of warrants. On December 31, 2020, the Company completed a registered direct offering of common stock and warrants, whereby the Company issued 889 shares of common stock and 889 accompanying warrants to purchase common stock to one institutional investor under the effective Form S-3 at $9.00 per share and accompanying warrant for a total of $8,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. In the three months ended March 31, 2021, the Company issued 176 shares of common stock in the exercise of warrants for $1,760, and 59 shares for the exercise of stock options for $153. In the three months ended June 30, 2021, the Company issued 115 shares of common stock valued at $675 which had been accrued for at March 31, 2021 in consulting fees under a contract entered into February 2, 2021. In addition, the Company issued 20 shares of common stock in exercise of stock options for cash ($28) and in a cashless exercise. In the three months ended September 30, 2021, the Company issued 3,478 shares of common stock in a registered direct offering for $20,000, and 45 shares of common stock for services rendered valued at $241. A portion of the shares ($149) issued are for future services and will be expensed upon completion of these services. Share-based compensation expense of $1,218 and $1,150 and $819 and $36, respectively is included in selling, general and administrative expense in the condensed consolidated statements of operations for the six and three months ended September 30, 2021 and 2020, respectively for the 2013 Incentive Stock Plan, 2017 Omnibus Incentive Plan and for the Company’s Non-Qualified Stock Options. There were no expenses related to warrant grants in these periods. In order to have sufficient authorized capital to raise the $20,000, on August 4, 2021, an officer and director of the Company agreed to cancel stock options in exchange for a lesser number of restricted stock units, subject to future vesting. In accordance with the restricted stock agreement, the director was granted 272 RSUs that vest over 12 quarterly increments, in exchange for cancelling 672 stock options. In addition, upon shareholder approval of an amendment to the Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan, which occurred on October 6, 2021, this officer and director will receive 64 additional RSUs. The expense related to the modification of these grants is included in the share-based compensation expense for the three months ended September 30, 2021. As of September 30, 2021, 26,364 shares of common stock were issued and 26,247 shares of common stock were outstanding, net of 117 treasury shares. Agora Common Stock Agora is authorized to issue 250,000 shares of common stock, par value $0.001. On September 22, 2021, the Company purchased one hundred shares of Agora for ten dollars. Those shares are the only shares issued and outstanding as of September 30, 2021. On October 1, 2021, the Company purchased 41,671 shares of Agora common stock for $4,167 which Agora used to purchase equipment to commence the Bitstream operations. In addition, between October 7 and November 1, 2021, Agora issued 4,350 shares to its management team and directors. After issuance of these shares, Ecoark controls approximately 91% of Agora, and will recognize a non-controlling interest moving forward. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14: COMMITMENTS AND CONTINGENCIES Legal Proceedings We are presently involved in the following legal proceedings. To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties or businesses are subject, which would reasonably be likely to have a material adverse effect on the Company. ● On August 1, 2018, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the Federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. On April 9, 2021, a Little Rock, Arkansas jury awarded Ecoark and Zest a total of $115 million in damages which includes $65 million in compensatory damages and $50 million in punitive damages and found Walmart Inc. liable on three claims. The federal jury found that Walmart Inc. misappropriated Zest’s trade secrets, failed to comply with a written contract, and acted willfully and maliciously in misappropriating Zest’s trade secrets. We expect Walmart to continue to vigorously defend the litigation and to oppose the verdict in post-trial motions and an appeal. The Company has filed post-trial motions to add an award for their attorneys’ fees as the prevailing party in the litigation. In addition to other post-trial motions, Walmart, Inc. has filed a renewed motion for judgment as a matter of law or, in the alternative, for remittitur or a new trial. As of the date of this Report, the court has not ruled on any of the post-trial motions. ● On September 21, 2021, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Deloitte Consulting, LLP (“Deloitte”) in the Eight Judicial District Court in Clark County, Nevada. The complaint is for violation of the Nevada Uniform Trade Secret Act and will also be seeking a preliminary and permanent injunction, attorney’s fees, and punitive damages. The damages at issue are in the hundreds of millions of dollars. Zest Labs, Inc. began working with Deloitte in 2016, in a confidential matter in a pilot program that Zest Labs, Inc. had been engaged for by a large customer. Zest Labs, Inc. engaged in significant discussions, presentations, demonstrations, and information downloads with Deloitte who specifically acknowledged that this information was confidential. This complaint is in the very early stages, and the Company cannot reasonably determine the outcome and potential reward at this time. On July 15, 2021, the Company and its directors entered into a Settlement and Mutual Release resolving the legal fees it agreed to pay when it settled a class action that was settled without any financial consequences other than paying agreed upon legal fees. The Company paid $50 to the Plaintiff’s attorneys. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon the Company’s financial condition, results of operations or cash flows. Joint Participation Agreement On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately-held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. Pursuant to the Participation Agreement, the Company and White River SPV funded 100% of the cost, approximately $5,800, associated with the drilling and completion of an initial deep horizontal well in the Austin Chalk formation. The Participation Agreement required the drilling costs that were paid into a designated escrow account at the commencement of the drilling in January 2021, which it was. BlackBrush agreed to assign to the other parties to the Participation Agreement, subject to certain exceptions and limitations specified therein, specified portions of its leasehold working interest in certain Austin Chalk formation units. The Participation Agreement provides for an initial allocation of the working interests and net revenue interests among the assignor, BlackBrush and the Company and then a re-allocation upon payout or payment of drilling and completion costs for each well drilled. Prior to payout, the Company will own 90% of the working interest and 67.5% of the net revenue interest in each well. Following payout, the Company will own 70% of working interest and 52.5% net revenue interest in each well. The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year and/or maintain leasehold by paying its proportionate share of any rental payments. Bitstream Commitments on Purchase Obligations As discussed in the overview of Bitstream in Note 1, Bitstream has entered into a number of agreements where they are obligated to purchase equipment necessary to run their business. Bitstream has estimated this commitment to be approximately $12-$14 million over the next three months inclusive of what has been spent to date. |
Concentrations
Concentrations | 6 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15: CONCENTRATIONS Customer Concentration Supplier Concentration The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Commodity price risk We are exposed to fluctuations in commodity prices for oil and natural gas. Commodity prices are affected by many factors, including but not limited to, supply and demand. |
Acquisitions
Acquisitions | 6 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 16: ACQUISITIONS The following represent acquisitions for the six months ended September 30, 2021 and year ended March 31, 2021. Energy Assets On June 11, 2020, the Company acquired certain energy assets from SR Acquisition I, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-in with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. On June 18, 2020, the Company acquired certain energy assets from SN TMS, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment. The Company accounted for these acquisitions as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD. historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Rabb Resources On August 14, 2020, the Company entered into an Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas Limited Liability Company and a wholly-owned subsidiary of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement, the Company completed the acquisition of certain assets of Rabb Resources, LTD. The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500 consisting of (i) $1,500 in cash, net of $304 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 103 shares. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD. historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Building $ 236 Land 140 Oil and Gas Properties 3,224 Asset retirement obligation (100 ) $ 3,500 Unrelated Third Party On September 4, 2020, White River SPV 3, LLC, a wholly-owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with GeoTerre Operating, LLC, a privately held limited liability company (the “Assignor”). Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500 in cash to the Assignor. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. O’Neal Family On September 30, 2020, the Company and White River Energy, LLC entered into three asset purchase agreements (the “Asset Purchase Agreements”) with privately-held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. The purchase prices of these leases were $126, $312 and $312, respectively, totaling $750. The consideration paid to the Sellers was in the form of 68 shares of common stock. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Oil and Gas Properties $ 760 Asset retirement obligation (10 ) $ 750 Luling Prospect On August 16, 2021 the Company and Shamrock Upstream Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with a privately-held limited liability company to acquire working interests in the Luling Prospect for $250. No other assets were acquired in this, nor was there any recognized ARO for this working interest. The manager of the privately held limited liability company is related through marriage to the Chairman and CEO of the Company, however the acquisition was determined to be at arms’ length. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Oil and gas properties $ 250 $ 250 Concordia Leases On September 1, 2021 the Company and White River Energy, LLC, a wholly-owned subsidiary of the Company entered into an agreement with several individuals to acquire working interests in the various leases in Concordia, LA for $54. No other assets were acquired in this, nor was there any recognized ARO for this working interest. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Working interest in oil and gas wells $ 54 $ 54 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 17: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the six months ended September 30, 2021 and 2020. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in accordance with ASC 815, Derivatives and Hedging Level 1 Level 2 Level 3 Total Gains September 30, 2021 Warrant derivative liabilities - - $ 15,389 $ 4,316 March 31, 2021 Warrant derivative liabilities - - $ 7,213 $ (18,518 ) |
Segment Information
Segment Information | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18: SEGMENT INFORMATION The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information Six Months Ended September 30, 2021 Digital Commodities Financial Technology Total Segmented operating revenues $ - $ 12,642 $ 348 $ - $ 12,990 Cost of revenues - 7,166 - - 7,166 Gross profit - 5,476 348 - 5,824 Total operating expenses net of depreciation, amortization, depletion and accretion 408 9,530 271 1,593 11,802 Depreciation, amortization, depletion and accretion - 1,627 - 111 1,738 Other (income) expense - (3,101 ) (220 ) (1,099 ) (4,420 ) Income (loss) from continuing operations $ (408 ) $ (2,580 ) $ 297 $ (605 ) $ (3,296 ) Three Months Ended September 30, 2021 Digital Commodities Financial Technology Total Segmented operating revenues $ - $ 5,911 $ 200 $ - $ 6,111 Cost of revenues - 3,224 - - 3,224 Gross profit - 2,687 200 - 2,887 Total operating expenses net of depreciation, amortization, and impairment 408 6,016 117 939 7,480 Depreciation and amortization - 667 - 55 722 Other expense - 540 - - 540 Loss from continuing operations $ (408 ) $ (4,536 ) $ 83 $ (994 ) $ (5,855 ) Segmented assets as of September 30, 2021 Property and equipment, net $ 4,247 $ 3,360 $ - $ 181 $ 7,788 Oil and Gas Properties/Capitalized drilling costs $ - $ 14,088 $ - $ - $ 14,088 Intangible assets, net $ - $ 1,891 $ - $ - $ 1,891 Goodwill $ - $ 7,002 $ 3,223 $ - $ 10,225 Capital expenditures $ 4,247 $ - $ - $ - $ 4,247 Six Months Ended September 30, 2020 Commodities Financial Technology Total Segmented operating revenues $ 5,397 $ 194 $ - $ 5,591 Cost of revenues 3,426 - - 3,426 Gross profit 1,971 194 - 2,165 Total operating expenses net of depreciation, amortization, depletion and accretion 5,951 194 1,481 7,626 Depreciation, amortization, depletion and accretion 498 - 126 624 Other (income) expense 5,270 140 701 6,111 Loss from continuing operations $ (9,748 ) $ (140 ) $ (2,308 ) $ (12,196 ) Three Months Ended September 30, 2020 Commodities Financial Technology Total Segmented operating revenues $ 3,174 $ 104 $ - $ 3,278 Cost of revenues 2,333 - - 2,333 Gross profit 841 104 - 945 Total operating expenses net of depreciation, amortization, depletion and accretion 3,884 65 562 4,511 Depreciation, amortization, depletion and accretion 260 - 63 323 Other (income) expense (8,467 ) (735 ) (3,672 ) (12,874 ) Income from continuing operations $ 5,164 $ 774 $ 3,047 $ 8,985 Segmented assets as of September 30, 2020 Property and equipment, net $ 3,677 $ - $ 416 $ 4,093 Oil and Gas Properties $ 11,412 $ - $ - $ 11,412 Intangible assets, net $ 2,208 $ - $ - $ 2,208 Goodwill $ 7,002 $ 3,223 $ - $ 10,225 Capital expenditures $ 617 $ - $ - $ 617 |
Leases
Leases | 6 Months Ended |
Sep. 30, 2021 | |
Leases Abstract | |
LEASES | NOTE 19: LEASES The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard did not result in an adjustment to retained earnings for the Company. The Company’s portfolio of leases contains both finance and operating leases that relate primarily to the commodity segment. As of September 30, 2021, the value of the unamortized lease right of use asset is $782, of which $373 is from financing leases (through maturity at June 30, 2024) and $409 is from operating leases (through maturity in May 31, 2024). As of September 30, 2021, the Company’s lease liability was $809, of which $366 is from financing leases and $443 is from operating leases. Maturity of lease liability for the operating leases for the period ended September 30, 2022 $ 228 2023 $ 183 2024 $ 43 2025 $ - Imputed interest $ (11 ) Total lease liability $ 443 Disclosed as: Current portion $ 221 Non-current portion $ 222 Maturity of lease liability for the financing leases for the period ended September 30, 2022 $ 151 2023 $ 143 2024 $ 85 2025 $ - Imputed interest $ (13 ) Total lease liability $ 366 Disclosed as: Current portion $ 143 Non-current portion $ 223 Amortization of the right of use asset for the period ended September 30, 2022 $ 349 2023 $ 308 2024 $ 126 Total $ 783 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Three months ended Six months ended (unaudited) (unaudited) Operating lease expense $ 53 $ 106 Finance lease expense Depreciation of capitalized finance lease assets 35 70 Interest expense on finance lease liabilities 3 6 Total lease cost $ 91 $ 182 Three months ended Six months ended (unaudited) (unaudited) Operating lease expense $ 32 $ 52 Finance lease expense Depreciation of capitalized finance lease assets 34 69 Interest expense on finance lease liabilities 4 8 Total lease cost $ 70 $ 129 |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 20: ASSET RETIREMENT OBLIGATIONS In conjunction with the approval permitting the Company to resume drilling in the existing fields, the Company has recorded an asset retirement obligation (“ARO”) based upon the plan submitted in connection with the permit. The ARO results from the Company’s responsibility to abandon and reclaim their net share of all working interest properties and facilities. The following table summarizes activity in the Company’s ARO for the six months ended September 30, 2021 and year ended March 31, 2021: September 30, March 31, (unaudited) Balance, beginning of period $ 1,532 $ 295 Accretion expense 78 64 Reclamation obligations settled - - Disposition due to sale of property (23 ) - Additions - 111 Changes in estimates - 1,062 Balance, end of period $ 1,587 $ 1,532 Total ARO at September 30, 2021 and March 31, 2021 shown in the table above consists of amounts for future plugging and abandonment liabilities on our wellbores and facilities based on third-party estimates of such costs, adjusted for inflation for the periods ended September 30, 2021 and March 31, 2021, respectively. These values are discounted to present value at 10% per annum for the periods ended September 30, 2021 and March 31, 2021. The Company disposed of a portion of their properties and wrote off the balance of ARO associated with that disposal of $23 in sales of some of the Company’s properties. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transaction [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 21: RELATED PARTY TRANSACTIONS On May 31, 2019 the Company acquired Trend Holdings. Pursuant to the merger, the one thousand issued and outstanding shares of common stock of Trend Holdings were converted into 1,100 shares of the Company’s Common Stock with an approximate dollar value of $3,237 based on the closing price per share of Common Stock on the closing date of the merger. William B. Hoagland, the Company’s Chief Financial Officer, was President and a principal stockholder of Trend Holdings and received 550 shares of Common Stock, pursuant to the merger. Jay Puchir, the Company’s Treasurer, served as a consultant to the Company from May 2019 to March 2020 and was paid solely in stock options totaling 40 stock options at an exercise price of $3.15 per share. In addition, any outstanding notes with Mr. Puchir have been repaid along with all accrued interest. Gary Metzger, a director, advanced $578 to the Company through March 31, 2020, under the terms of notes payable that bears interest at rates ranging between 10% and 15% interest per annum. These notes along with all accrued interest were repaid in August 2021. On March 27, 2020, the Company issued 1,789 shares of its common stock to Banner Energy Services, Inc. (“Banner Energy”) and assumed approximately $11,774 in debt and lease liabilities of Banner Midstream. The Company’s Chief Executive Officer and another director, John Cahill, recused themselves from all board discussions on the acquisition of Banner Midstream as they were stockholders and/or noteholders of Banner Midstream. The transaction was approved by all of the disinterested members of the Board. The Chairman and CEO of Banner Energy is the Treasurer of the Company and Chief Executive Officer and President of Banner Midstream. Included in the shares issued in this transaction, John Cahill received 164 shares of common stock and Jay Puchir received 548 shares of common stock. At the time of this transaction, Mr. Cahill and his brother were also members of Shamrock Upstream Energy LLC, a subsidiary of Banner Midstream. In the Banner Midstream acquisition, Randy S. May, Chief Executive Officer and Chairman, was the holder of approximately $1,242 in notes payable by Banner Midstream and its subsidiaries, which were assumed by the Company in the transaction. Additionally, Mr. May held a note payable by Banner Energy in the amount of $2,000 in principal and accrued interest, which was converted into 2,740 shares of Common Stock (on a pre-reverse stock split basis) as a result of the transaction. Neither of these amounts remain outstanding. On September 22, 2021, Agora became the sole owner of Trend Discovery. Trend Discovery is the sole owner of TCM, which is the general partner of Trend Discovery LP, a limited partnership, and the manager of Trend Discovery SPV I, a limited liability company. On August 31, 2021, William B. Hoagland, the Chief Financial Officer of the Company, and Chief Executive Officer of Agora, transferred 550 shares of Ecoark common stock to Trend LP, of which Mr. Hoagland owns an approximately 25-30% partnership interest. Following the transfer, Trend LP owns 713 shares of Ecoark common stock. Additionally, Trend SPV holds 344 shares of Ecoark common stock and 460 warrants to purchase Ecoark common stock. However, the investment and voting power over the Ecoark common stock held by Trend SPV and Trend LP has been granted to a third party not affiliated with Agora or Ecoark. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22: SUBSEQUENT EVENTS Subsequent to September 30, 2021, the Company had the following transactions: On October 6, 2021, the Company held a Special Meeting of Stockholders, and approved (a) an amendment to the Articles of Incorporation to increase the number of common shares authorized of the Company from 30,000 shares to 40,000 shares; (b) an amendment to the Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance under this plan from 800 shares to 1,300 shares; and (c) the issuance of 272 restricted stock units and an additional 64 restricted stock units to the President and director of the Company under this plan, in exchange for the cancellation of 672 previously issued stock options. The Company filed a Certificate of Amendment to its Articles of Incorporation increasing its authorized common stock to 40,000 shares effective October 8, 2021. On October 1, 2021, the Company purchased 41,671 shares of Agora common stock for $4,167 which Agora used to purchase equipment to commence the Bitstream operations. In addition, between October 7 and November 1, 2021, Agora issued 4,350 shares to its management team and directors. After issuance of these shares, Ecoark controls approximately 91% of Agora, and will recognize a non-controlling interest moving forward. In October 2021 Bitstream secured an additional 30 MWs of electrical capacity at a different West Texas location. This supplements the Company’s prior agreement to secure 12 MWs and as a result the Company will have a total of 42 MWs of electric power for immediate use and benefit to the Company. Bitstream also plans to participate in the ERCOT responsive reserve market by relinquishing its power back to the Texas grid as power stabilization events are needed. Additionally, Bitstream has procured mining infrastructure to power the 42 MWs and expects the equipment and infrastructure to be delivered over the next 120 days. This mining infrastructure includes twenty-one 2,600 kilo-volt amp (KVA) or similar transformers and the Company’s first shipment of Bitcoin mining application-specific integrated circuits (“ASIC”). The Company has agreed to pay a total $3,375 for the new equipment and infrastructure as follows: (i) $506 upon the order which has been paid, (ii) $506 by November 11, 2021, and (iii) the remaining $2,362 by December 15, 2021. In connection with the increase in electrical capacity, Bitstream entered into a second binding letter of intent with the power management company pursuant to which the Company has paid a total of $2,954, consisting of a $2,628 development fee and a $326 reimbursement for payments made by the power management company to the electric utility to secure the power. In addition, the Company agreed to pay a total of $450 upon the power management company signing a binding agreement to acquire or lease 20 or more acres of usable land. In connection with the increase in electrical capacity, Bitstream entered into a second binding letter of intent with the power management company pursuant to which the Company has paid a total of $2,955, consisting of a $2,628 development fee and a $327 reimbursement for payments made by the power management company to the electric utility to secure the power. In addition, the Company agreed to pay a total of $450 upon the power management company signing a binding agreement to acquire or lease 20 or more acres of usable land. Bitstream is currently negotiating an agreement for this but as of the date of this Report, no agreement has been executed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Trend Discovery Holdings Inc., a Delaware corporation for the Company to acquire 100% of Trend Discovery Holdings, LLC pursuant to a merger of Trend with and into the Company (the “Merger”). Trend Discovery Holdings, Inc. ceased doing business upon completion of the merger and Trend Discovery Holdings LLC is the subsidiary of the Company. Upon the formation of Agora on September 17, 2021, Ecoark assigned the membership interest they owned in Trend Holdings to Agora on September 22, 2021 when the Company purchased one hundred shares of Agora common stock for ten dollars. The Company intends to issue a stock dividend through a pro rata distribution of Agora’s common stock to Ecoark’s common shareholders and holders of common stock equivalents. Ecoark plans to distribute 80% of the Agora common stock it holds to its shareholders as of a future record date to be determined upon completion of regulatory compliance. Ecoark plans to retain the remaining 20% ownership in Agora on its balance sheet. As a result of the approval by the board of directors of the Company to divest Agora, the Company, has accounted for this as a disposal other than by sale. Assets to be disposed of other than by sale should continue to be classified as held and used until they are disposed of. Upon disposal, the Company must assess whether the disposed of assets qualify for discontinued operations reporting. If so, the Company will apply the presentation and disclosure requirements of ASC 205-20, and if not, the Company will apply the presentation and disclosure requirements of ASC 360-10. On March 27, 2020, the Company and Banner Parent, entered into the Banner Purchase Agreement to acquire Banner Midstream. Pursuant to the acquisition, Banner Midstream became a wholly owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream. The Company applies the guidance of Topic 810 Consolidation |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the September 30, 2020 unaudited condensed consolidated financial statements to be consistent with the September 30, 2021 presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. |
Oil and Gas Properties | Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. There was $1,140 and $126 and $422 and $73 in depreciation, depletion and amortization expense for the Company’s oil and gas properties for the six and three months ended September 30, 2021 and 2020, respectively. |
Limitation on Capitalized Costs | Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each reporting period, to perform a test to determine the limit on the book value of our oil and gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10% and assuming continuation of existing economic conditions, of (1) estimated future gross revenues from proved reserves, which is computed using oil and gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to Staff Accounting Bulletin (“SAB”) 103, less (2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus, (b) the cost of properties being amortized; plus, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. A ceiling test was performed as of September 30, 2021 and there was no indication of impairment on the oil and gas properties. |
Oil and Gas Reserves | Oil and Gas Reserves Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. |
Joint Interest Activities | Joint Interest Activities Certain of our exploration, development and production activities are conducted jointly with other entities and, accordingly, the consolidated financial statements reflect only our proportionate interest in such activities. |
Inventories | Inventories Crude oil, products and merchandise inventories are carried at the lower of cost (last-in-first-out (LIFO)) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location. |
Accounting for Asset Retirement Obligation | Accounting for Asset Retirement Obligation Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of the estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties or to exploration costs in cost of revenue. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software as a service (“SaaS”) contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty-day payment terms from when the Company satisfies the performance obligation in the contract. The Company did not have material revenue from software license agreements in the six and three months ended September 30, 2021 and 2020, respectively. Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company’s factoring agent. The Company recognizes revenue under ASC 606 for their proportionate share of revenue when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month; and (iii) cash is received the following month from the crude oil buyer. The Company will recognize income from digital currency mining from the provision of transaction services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for those services, the Company will receive digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the consolidated balance sheet, as intangible asset – digital currency, at their fair value less costs to sell and re-measured each reporting date, if not sooner. Revaluation gains or losses on the sale of coins for traditional (fiat) currencies will be included in the consolidated statements of operations in accordance with the Company’s treatment of its digital currencies as a traded commodity. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. For Pinnacle Frac, accounts receivable is comprised of unsecured amounts due from customers that have been conveyed to a factoring agent for both with and without recourse. Pinnacle Frac receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance charge by the factoring agent, and realizes cash for the 98% net proceeds received. The Company has recognized an allowance for doubtful accounts of $209 and $109 as of September 30, 2021 and March 31, 2021, respectively. |
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Digital currencies will consist of cryptocurrency denominated assets and will be included in current assets. Digital currencies will be carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value will be determined by taking the price of the coins from the exchanges which the Company will most frequently use. |
Digital Currencies | Digital Currencies Digital currencies will be included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives. Digital currencies are recorded at cost less impairment. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital currency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Liquidity | Liquidity For the six months ended September 30, 2021 and 2020, the Company had a net loss of $(3,296) and ($12,196), respectively, has a working capital deficit of $8,733 and $11,845 as of September 30, 2021 and March 31, 2021, and has an accumulated deficit as of September 30, 2021 of $152,207. As of September 30, 2021, the Company has $7,895 in cash and cash equivalents from continuing operations. The Company alleviated the substantial doubt regarding this uncertainty as of March 31, 2020 which continues to be alleviated at September 30, 2021 as a result of the Company’s acquisition of Banner Midstream on March 27, 2020, coupled with the raising of funds through the exercise of warrants and options and the sale of common stock and warrants during the year ended March 31, 2021 and through the six months ended September 30, 2021. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company’s ability to raise additional capital will be impacted by the heightened societal and regulatory focus on climate change and may also be impacted by the COVID-19 pandemic including the current supply chain shortages. The Company believes that the current cash on hand and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. |
Impact of COVID-19 | Impact of COVID-19 The COVID-19 pandemic previously had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries in which we operate, depending on the vaccine rollouts and the emergence of virus mutations. COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets for the six and three months ended September 30, 2021 in contrast to the material impact it had in the prior fiscal year. COVID-19 has also contributed to the supply chain disruptions which have not yet had a material effect for the Company. The Company will continue to monitor the supply chain shortages affecting the world. Because the federal government and some state and local authorities are reacting to the current Delta variant of COVID-19, it is creating uncertainty on whether these actions could disrupt the operation of the Company’s business and have an adverse effect on the Company. The extent to which the COVID-19 outbreak may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small business are eligible for a loan to fund payroll expenses, rent and related costs. We had received funding under the PPP, and a majority of that has been forgiven. In April 2020, the Company and one of its subsidiaries entered into PPP loans with financial institutions. Of the $1,869 in PPP loans obtained this fiscal year, the Company was informed that $1,850 (including $11 in accrued interest) had been forgiven in the three months ended December 31, 2020. The remaining $30 with accrued interest of $2 was converted into a loan that is due in May 2022, with payments of $2 per month that commenced December 19, 2020. The Company repaid this loan in full in September 2021. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue: Financial Services $ 200 $ 104 $ 348 $ 194 Oil and Gas Production 1,269 525 2,837 676 Transportation Services 4,577 2,575 9,617 4,549 Fuel Rebate 57 31 154 77 Equipment Rental 8 43 34 95 $ 6,111 $ 3,278 $ 12,990 $ 5,591 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, March 31, (unaudited) Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Land 140 140 Buildings 236 236 Leasehold improvements – Pinnacle Frac 18 18 Mining technology equipment – Digital Asset 4,247 - Machinery and equipment – Technology 200 200 Machinery and equipment – Commodities 3,577 3,385 Total property and equipment 11,133 6,694 Accumulated depreciation and impairment (3,345 ) (2,999 ) Property and equipment, net $ 7,788 $ 3,695 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, March 31, (unaudited) Patents $ 1,013 $ 1,013 Customer relationships 2,100 2,100 Non-compete agreements – Banner Midstream 250 250 Outsourced vendor relationships 1,017 1,017 Non-compete agreements – Zest Labs 340 340 Total intangible assets 4,720 4,720 Accumulated amortization and impairment (2,829 ) (2,655 ) Intangible assets, net $ 1,891 $ 2,065 |
Schedule of future amortization of the intangibles | 2022 $ 303 2023 261 2024 264 2025 241 2026 210 Thereafter 612 $ 1,891 |
Schedule of statutory based intangible assets | Acquisition – Trend Discovery $ 3,223 Acquisition – Banner Midstream 7,002 Goodwill – September 30, 2021 $ 10,225 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | September 30, March 31, (unaudited) Professional fees and consulting costs $ 57 $ 801 Vacation and paid time off 120 107 Legal fees 182 86 Compensation 134 734 Interest - 65 Insurance 1,430 1,013 Other 443 785 Total $ 2,366 $ 3,591 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of convertible notes and warrants estimated using Black-Scholes | Six Months Ended Year Ended Inception Expected term 0.5 – 3.50 years 4.58 - 5 years 5.00 years Expected volatility 112 - 113% 94 - 101% 91% - 107% Expected dividend yield - - - Risk-free interest rate 0.61 - 1.74% 0.61 - 1.74% 1.50% - 2.77% Market price $3.25 - $12.95 $3.05 - $10.00 |
Schedule of warrant derivative liabilities activity | September 30, March 31, Inception Fair value of 200 (originally 250) September 24, 2020 warrants $ 270 $ 1,349 $ 1,265 Fair value of 60 November 14, 2020 warrants 108 458 251 Fair value of 889 December 31, 2020 warrants 1,141 4,993 4,655 Fair value of 62 December 31, 2020 warrants 90 413 308 Fair value of 200 June 30, 2021 warrants 415 - 545 Fair value of 3,478 August 6, 2021 warrants 12,533 - 11,203 Fair value of 243 August 6, 2021 warrants 832 - 744 $ 15,389 $ 7,213 |
Schedule of warrant derivative liabilities | Beginning balance as of March 31, 2021 $ 7,213 Issuances of warrants – derivative liabilities 12,492 Warrants exchanged for common stock (- ) Change in fair value of warrant derivative liabilities (4,316 ) Ending balance as of September 30, 2021 $ 15,389 Beginning balance as of March 31, 2020 $ 2,775 Issuances of warrants – derivative liabilities 13,118 Warrants exchanged for common stock (27,198 ) Change in fair value of warrant derivative liabilities 18,518 Ending balance as of March 31, 2021 $ 7,213 |
Capitalized Drilling Costs an_2
Capitalized Drilling Costs and Oil and Gas Properties (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Oil and Gas Property [Abstract] | |
Schedule of oil and gas mineral lease | September 30, March 31, (unaudited) Total OGML Properties Acquired $ 11,940 $ 12,352 |
Schedule of oil and gas activities by classification | Activity Category March 31, Adjustments (1) September 30, Proved Developed Producing Oil and Gas Properties Cost $ 7,223 $ - $ 7,223 Accumulated depreciation, depletion and amortization (739 ) (716 ) (1,455 ) Changes in estimates - - - Total $ 6,484 $ (716 ) $ 5,768 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,868 $ 304 $ 6,172 Changes in estimates (- ) (- ) (- ) Total $ 5,868 $ 304 $ 6,172 Grand Total $ 12,352 $ (412 ) $ 11,940 Activity Category March 31, Adjustments (1) March 31, Proved Developed Producing Oil and Gas Properties Cost $ 167 $ 737 $ 904 Accumulated depreciation, depletion and amortization - (739 ) (739 ) Changes in estimates - 6,319 6,319 Total $ 167 $ 6,317 $ 6,484 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,968 $ 6,219 $ 12,187 Changes in estimates - (6,319 ) (6,319 ) Total $ 5,968 $ (100 ) $ 5,868 Grand Total $ 6,135 $ 6,217 $ 12,352 (1) Relates to acquisitions and dispositions of reserves. For the six months ended September 30, 2021, the Company acquired various leases in Concordia, LA and Caldwell, TX for $304, and sold a lease for $6 in Lasalle, LA. In addition, on July 1, 2021, the Company assigned an 80% working interest in fourteen wells to their subsidiary, Trend Exploration. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | September 30, March 31, (unaudited) Note payable – Alliance Bank (a) $ 368 $ 1,033 Commercial loan – Firstar Bank (b) 465 626 Auto loan 1 – Firstar Bank (c) 23 29 Auto loan 2 – Firstar Bank (d) - 38 Auto loan 3 – Ally Bank (e) 30 34 Auto loan 4 – Ally Bank (f) 31 35 Auto loan 7 – Ally Bank (g) 50 69 Tractor loan 6 – Tab Bank (h) 149 180 Ecoark – PPP Loan (i) - 24 Total long-term debt 1,116 2,068 Less: current portion (879 ) (1,056 ) Long-term debt, net of current portion $ 237 $ 1,012 |
Schedule of maturities | 2022 $ 879 2023 203 2024 34 $ 1,116 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of notes payable to related parties | September 30, March 31, (unaudited) Ecoark Holdings Board Member (a) $ - $ 578 Total Notes Payable – Related Parties - 578 Less: Current Portion of Notes Payable – Related Parties (- ) (578 ) Long-term debt, net of current portion $ - $ - (a) A board member advanced $578 to the Company through August 8, 2021, under the terms of notes payable that bears interest at rates ranging between 10% and 15% interest per annum. On August 9, 2021, the Company repaid the entire $578 to the board member with accrued interest of $43. Interest expense on the notes for the six and three months ended September 30, 2021 and 2020 was $25 and $7 and $35 and $27, respectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of assets acquired | Building $ 236 Land 140 Oil and Gas Properties 3,224 Asset retirement obligation (100 ) $ 3,500 Oil and Gas Properties $ 760 Asset retirement obligation (10 ) $ 750 Oil and gas properties $ 250 $ 250 Working interest in oil and gas wells $ 54 $ 54 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | Level 1 Level 2 Level 3 Total Gains September 30, 2021 Warrant derivative liabilities - - $ 15,389 $ 4,316 March 31, 2021 Warrant derivative liabilities - - $ 7,213 $ (18,518 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Six Months Ended September 30, 2021 Digital Commodities Financial Technology Total Segmented operating revenues $ - $ 12,642 $ 348 $ - $ 12,990 Cost of revenues - 7,166 - - 7,166 Gross profit - 5,476 348 - 5,824 Total operating expenses net of depreciation, amortization, depletion and accretion 408 9,530 271 1,593 11,802 Depreciation, amortization, depletion and accretion - 1,627 - 111 1,738 Other (income) expense - (3,101 ) (220 ) (1,099 ) (4,420 ) Income (loss) from continuing operations $ (408 ) $ (2,580 ) $ 297 $ (605 ) $ (3,296 ) Three Months Ended September 30, 2021 Digital Commodities Financial Technology Total Segmented operating revenues $ - $ 5,911 $ 200 $ - $ 6,111 Cost of revenues - 3,224 - - 3,224 Gross profit - 2,687 200 - 2,887 Total operating expenses net of depreciation, amortization, and impairment 408 6,016 117 939 7,480 Depreciation and amortization - 667 - 55 722 Other expense - 540 - - 540 Loss from continuing operations $ (408 ) $ (4,536 ) $ 83 $ (994 ) $ (5,855 ) Segmented assets as of September 30, 2021 Property and equipment, net $ 4,247 $ 3,360 $ - $ 181 $ 7,788 Oil and Gas Properties/Capitalized drilling costs $ - $ 14,088 $ - $ - $ 14,088 Intangible assets, net $ - $ 1,891 $ - $ - $ 1,891 Goodwill $ - $ 7,002 $ 3,223 $ - $ 10,225 Capital expenditures $ 4,247 $ - $ - $ - $ 4,247 Six Months Ended September 30, 2020 Commodities Financial Technology Total Segmented operating revenues $ 5,397 $ 194 $ - $ 5,591 Cost of revenues 3,426 - - 3,426 Gross profit 1,971 194 - 2,165 Total operating expenses net of depreciation, amortization, depletion and accretion 5,951 194 1,481 7,626 Depreciation, amortization, depletion and accretion 498 - 126 624 Other (income) expense 5,270 140 701 6,111 Loss from continuing operations $ (9,748 ) $ (140 ) $ (2,308 ) $ (12,196 ) Three Months Ended September 30, 2020 Commodities Financial Technology Total Segmented operating revenues $ 3,174 $ 104 $ - $ 3,278 Cost of revenues 2,333 - - 2,333 Gross profit 841 104 - 945 Total operating expenses net of depreciation, amortization, depletion and accretion 3,884 65 562 4,511 Depreciation, amortization, depletion and accretion 260 - 63 323 Other (income) expense (8,467 ) (735 ) (3,672 ) (12,874 ) Income from continuing operations $ 5,164 $ 774 $ 3,047 $ 8,985 Segmented assets as of September 30, 2020 Property and equipment, net $ 3,677 $ - $ 416 $ 4,093 Oil and Gas Properties $ 11,412 $ - $ - $ 11,412 Intangible assets, net $ 2,208 $ - $ - $ 2,208 Goodwill $ 7,002 $ 3,223 $ - $ 10,225 Capital expenditures $ 617 $ - $ - $ 617 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Leases Abstract | |
Schedule of maturity of operating lease liability | Maturity of lease liability for the operating leases for the period ended September 30, 2022 $ 228 2023 $ 183 2024 $ 43 2025 $ - Imputed interest $ (11 ) Total lease liability $ 443 |
Schedule of maturity of lease liability for the operating leases | Disclosed as: Current portion $ 221 Non-current portion $ 222 |
Schedule of maturity of financing leases liability | Maturity of lease liability for the financing leases for the period ended September 30, 2022 $ 151 2023 $ 143 2024 $ 85 2025 $ - Imputed interest $ (13 ) Total lease liability $ 366 |
Schedule of maturity of lease liability for the financing leases | Disclosed as: Current portion $ 143 Non-current portion $ 223 |
Schedule of amortization of the right of use asset | Amortization of the right of use asset for the period ended September 30, 2022 $ 349 2023 $ 308 2024 $ 126 Total $ 783 |
Schedule of total lease cost | Three months ended Six months ended (unaudited) (unaudited) Operating lease expense $ 53 $ 106 Finance lease expense Depreciation of capitalized finance lease assets 35 70 Interest expense on finance lease liabilities 3 6 Total lease cost $ 91 $ 182 Three months ended Six months ended (unaudited) (unaudited) Operating lease expense $ 32 $ 52 Finance lease expense Depreciation of capitalized finance lease assets 34 69 Interest expense on finance lease liabilities 4 8 Total lease cost $ 70 $ 129 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligations | September 30, March 31, (unaudited) Balance, beginning of period $ 1,532 $ 295 Accretion expense 78 64 Reclamation obligations settled - - Disposition due to sale of property (23 ) - Additions - 111 Changes in estimates - 1,062 Balance, end of period $ 1,587 $ 1,532 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Details) $ / shares in Units, shares in Thousands | Dec. 15, 2021USD ($) | Nov. 11, 2021USD ($) | Oct. 06, 2021USD ($)shares | Jul. 02, 2021 | Apr. 09, 2021USD ($) | Sep. 04, 2020USD ($)a | Aug. 14, 2020 | Jun. 11, 2020 | Oct. 31, 2021USD ($) | Aug. 31, 2021USD ($) | Aug. 26, 2021 | Aug. 16, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / shares$ / itemshares | Dec. 29, 2020shares | Dec. 17, 2020shares | Sep. 30, 2021USD ($)a$ / shares | Dec. 31, 2020USD ($)$ / shares$ / itemshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)a$ / shares | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Oct. 08, 2021shares | Feb. 28, 2021USD ($) | Dec. 19, 2020USD ($) | Mar. 31, 2020USD ($) | May 31, 2019shares |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Number of acres (in Acres) | a | 1,600 | 20,000 | 20,000 | |||||||||||||||||||||||
Acquired entity energy assets, description | the Company acquired certain energy assets from SR Acquisition I, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-in with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. | |||||||||||||||||||||||||
Purchase agreement description | The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500 consisting of (i) $1,500 in cash, net of $304 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 103 shares. | |||||||||||||||||||||||||
Working interest, percentage | 80.00% | 100.00% | 61.00% | |||||||||||||||||||||||
Net revenue interest, percentage | 75.00% | 67.50% | ||||||||||||||||||||||||
Cash | $ 1,500,000 | $ 7,895,000 | $ 1,664,000 | $ 7,895,000 | $ 1,664,000 | $ 1,316,000 | $ 406,000 | |||||||||||||||||||
Cost amount | 5,800,000 | |||||||||||||||||||||||||
Drilling costs | $ 3,387,000 | |||||||||||||||||||||||||
Purchase price of leases description | The purchase prices of these leases were $126, $312 and $312, respectively, totaling $750. The consideration paid to the Sellers was in the form of 68 shares of common stock. | |||||||||||||||||||||||||
Acquired additional leases | 916,000 | $ 916,000 | ||||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 40,000 | 40,000 | 40,000 | |||||||||||||||||||||||
Reduced authorized common stock (in Shares) | shares | 30,000 | |||||||||||||||||||||||||
Shares issued (in Shares) | shares | 889 | 889 | ||||||||||||||||||||||||
Per share (in Dollars per share) | $ / shares | $ 9 | $ 3.15 | $ 9 | $ 3.15 | ||||||||||||||||||||||
Gross proceeds | $ 8,000,000 | |||||||||||||||||||||||||
Warrant, description | The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. | |||||||||||||||||||||||||
Total damages | $ 115,000,000 | |||||||||||||||||||||||||
Compensatory damages | 65,000,000 | |||||||||||||||||||||||||
Punitive damages | $ 50,000,000 | |||||||||||||||||||||||||
Distribution of common stock, percentage | 80.00% | |||||||||||||||||||||||||
Ownership percentage | 20.00% | 100.00% | 100.00% | |||||||||||||||||||||||
Ownership shares, description | The Company assigned its membership interest in Trend Holdings and its related wholly owned subsidiaries to Agora on September 22, 2021, for the sale of the initial one hundred shares for ten dollars. On October 1, 2021, the Company purchased 41,671 shares of Agora common stock for $4,167 which Agora used to purchase equipment to commence the Bitstream operations. | |||||||||||||||||||||||||
Restricted stock units | $ 272,000 | $ 20,000,000 | ||||||||||||||||||||||||
Cancellation of shares (in Shares) | shares | 672 | |||||||||||||||||||||||||
Bitstream, description | Agora anticipates that the initial miners will begin operating in early November and by late December or January 2022, the Bitmain S19 Pro miners supplied by the hosting service will be operational. As of October 25, 2021, Bitstream has paid unaffiliated third parties a total of $4,755 and is obligated to pay certain of these third parties an additional $8,686 pursuant to the arrangements described below. | |||||||||||||||||||||||||
Exceeds bitstream’s power cost price per kWh | $ 10,000 | |||||||||||||||||||||||||
Expected bitstream’s power cost per kWh | $ 0.023 | |||||||||||||||||||||||||
Bitstream power, description | Bitstream has ● entered into a letter of intent to obtain a source of electric power in West Texas, including the initial 12 megawatts (“MW”) of power plus an additional 30 MW which have already been secured; ● paid the power management company $1,096 which includes a $1,000 development fee and is negotiating a definitive agreement (the “Power Agreement”) which if executed will allow for the increase of the facility’s electrical capacity to up to 60 MW; and ●ordered 5,000 used Canaan Avalon 841 13 tera hash per second (“TH/s”) miners for $1,350, plus shipping costs to be delivered on 1,000-unit increments through December 2021, of which 2,000 miners have been delivered as of November 1, 2021. | |||||||||||||||||||||||||
Mining equipment, description | Because Bitstream has secured a source for 42 MW of electrical power as more fully described below and expects to increase the capacity through conditional and unconditional rights to a number of sites across West Texas to up to 372 MW assuming this can be done on acceptable terms. In September 2021 Bitstream ordered 5,000 used Canaan Avalon 841 13 TH/s miners for $1,350. Delivery of the first shipment of 2,000 of these miners occurred in October 2021. Bitstream’s plan is to use trailer or shipping container-like units as housing infrastructure to house our miners. Bitstream will either build their own or partner with another third-party vendor to build entry level housing infrastructure to deploy the initial mining equipment in November. In August 2021, Bitstream entered into an agreement with a third party which will supply Bitstream with more advanced housing infrastructure in exchange for approximately $375. Delivery of these enhanced housing infrastructure is expected in late 2021 or early 2022. In September 2021, Bitstream entered into a binding agreement referred to as a Memorandum of Understanding with Elite Mining Inc. (the “Hosting Company”) that will supply high speed miners, host the Company’s data center and operate the miners it installs. In Phase 1 which is a beta test phase, Bitstream paid $600 to the Hosting Company which will also supply 6 MW capacity’s worth of very high speed and efficient miners by mid-January 2022. Bitstream has an option to purchase these high-speed miners at replacement cost (which may be higher than current cost). The Hosting Company may provide hosting for third parties during Phase 1 which reduces the cash flow for Bitstream. This agreement will also allow Bitstream to utilize a minimum of 25 MW of electricity under the initial power purchase agreement in Phase 2. Bitstream can terminate the hosting agreement as soon as Bitstream has secured sufficient capital to replace the hosted Bitmain S19 Pros with their own. Once Bitstream purchases the high-efficiency miners, the Hosting Company cannot host third parties. The Hosting Company uses immersion cooling, and other technological enhancements, for the miners it will install for Bitstream. Immersion cooling is a technique where Bitcoin mining units are submerged in a dielectric fluid to keep the integrated circuits operating at lower temperatures. When successful, this has the potential to: prolong equipment life, enhance hashing efficiencies, and provides the opportunity to “overclock” the processors, i.e., running at speeds beyond factory specified design. Overclocking, including when assisted by immersion cooling, is a technique that can be used to increase a miner’s overall hash rate. Phase 2 is planned to begin in May 2022 which is subject to Bitstream agreeing to proceed. If Bitstream elects to enter Phase 2, it will be required to loan the Hosting Company the funds to develop a production facility in Texas on terms to be negotiated. Bitstream will have certain rights to the production facility capacity from Phase 2 and will pay the Hosting Company for its services. In October 2021 Bitstream secured an additional 30 MWs of electrical capacity at a different West Texas location. This supplements the Company’s prior agreement to secure 12 MWs and as a result the Company will have a total of 42 MWs of electric power for immediate use and benefit to Bitstream. Bitstream also plans to participate in the Electric Reliability Council of Texas’ (“ERCOT”) responsive reserve market by relinquishing its power back to the Texas grid as power stabilization events are needed. Additionally, Bitstream has procured mining infrastructure to power the 42 MWs and expects the equipment and infrastructure to be delivered over the next 120 days. This mining infrastructure includes twenty-one 2,600 kilo-volt amp (KVA) or similar transformers and the Company’s first shipment of Bitcoin mining application-specific integrated circuits (“ASIC”). The Company has agreed to pay a total $3,376 for the new equipment and infrastructure as follows: (i) $506 upon the order which has been paid, (ii) $506 by November 11, 2021, and (iii) the remaining $2,364 by December 15, 2021. In connection with the increase in electrical capacity, Bitstream entered into a second binding letter of intent with the power management company pursuant to which the Company has paid a total of $2,955, consisting of a $2,628 development fee and a $327 reimbursement for payments made by the power management company to the electric utility to secure the power. | |||||||||||||||||||||||||
Amount for advanced housing infrastructure | $ 375,000 | |||||||||||||||||||||||||
Amount paid for high speed and efficient miners | $ 600,000 | |||||||||||||||||||||||||
Second binding letter of intent, description | In addition, the Company agreed to pay a total of $450 upon the power management company signing a binding agreement to acquire or lease 20 or more acres of usable land for Bitstream’s facility and construct a transmission line to the mining site. | |||||||||||||||||||||||||
Outstanding voting share percentage | 50.00% | |||||||||||||||||||||||||
Depreciation, depletion and amortization expense | $ 422,000 | $ 73,000 | $ 1,140,000 | $ 126,000 | ||||||||||||||||||||||
Discounted percentage | 10.00% | |||||||||||||||||||||||||
Accounts receivable, description | Pinnacle Frac receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance charge by the factoring agent, and realizes cash for the 98% net proceeds received. | |||||||||||||||||||||||||
Accounts receivable, net of allowance | 209,000 | $ 209,000 | 109,000 | |||||||||||||||||||||||
Net income loss | 3,296,000 | $ (12,196,000) | ||||||||||||||||||||||||
Working capital deficit | $ (8,733,000) | (8,733,000) | (11,845,000) | |||||||||||||||||||||||
Accumulated deficit | $ 152,207,000 | |||||||||||||||||||||||||
Purchasing power parity loan | $ 1,869,000 | |||||||||||||||||||||||||
Informed amount | 1,850,000 | |||||||||||||||||||||||||
Including accrued interest | 11,000 | $ 15,000 | ||||||||||||||||||||||||
Accrued interest | $ 30,000 | 30,000 | ||||||||||||||||||||||||
Loan due | $ 2,000 | $ 2,000 | ||||||||||||||||||||||||
Payment commenced | $ 2,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 4,350 | |||||||||||||||||||||||||
Ownership percentage | 91.00% | |||||||||||||||||||||||||
Total payments to acquire new equipment and infrastructure | $ 3,376,000 | |||||||||||||||||||||||||
Payments to acquire new equipment and infrastructure | $ 2,364,000 | $ 506,000 | $ 506,000 | |||||||||||||||||||||||
O’Neal OGML [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Working interest, percentage | 100.00% | |||||||||||||||||||||||||
White River and Shamrock [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Number of acres (in Acres) | a | 20,000 | 20,000 | ||||||||||||||||||||||||
Shamrock Upstream Energy, LLC [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Acquire working interests | $ 250,000 | |||||||||||||||||||||||||
White River Energy, LLC [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Acquire working interests | $ 54,000 | |||||||||||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.25 | |||||||||||||||||||||||||
Merger Agreement [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 100 | |||||||||||||||||||||||||
Ownership percentage | 100.00% | |||||||||||||||||||||||||
President and Director [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Restricted stock units | $ 64,000 | |||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Working interest, percentage | 90.00% | |||||||||||||||||||||||||
Net revenue interest, percentage | 67.50% | |||||||||||||||||||||||||
Bitstream amount | $ 14,000,000 | |||||||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 40,000 | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Working interest, percentage | 70.00% | |||||||||||||||||||||||||
Net revenue interest, percentage | 52.50% | |||||||||||||||||||||||||
Bitstream amount | $ 12,000,000 | |||||||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 30,000 | |||||||||||||||||||||||||
2017 Omnibus Incentive Plan [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 1,300 | |||||||||||||||||||||||||
2017 Omnibus Incentive Plan [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Authorized common stock shares (in Shares) | shares | 800 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Strike price (in Dollars per Item) | $ / item | 10,000 | 10,000 | ||||||||||||||||||||||||
Warrant [Member] | Institutional Investor [Member] | ||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 889 | 889 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue by major source - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | $ 6,111 | $ 3,278 | $ 12,990 | $ 5,591 |
Financial Services [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 200 | 104 | 348 | 194 |
Oil and Gas Production [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 1,269 | 525 | 2,837 | 676 |
Transportation Services [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 4,577 | 2,575 | 9,617 | 4,549 |
Fuel Rebate [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 57 | 31 | 154 | 77 |
Equipment Rental [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | $ 8 | $ 43 | $ 34 | $ 95 |
Inventories (Details)
Inventories (Details) | 6 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Average price of unsold crude oil, description | The Company’s inventory as of September 30, 2021 and March 31, 2021 of $101 and $122, respectively, consisted of crude oil of approximately 4,912 and 6,198 barrels of unsold crude oil (these amounts are not rounded in thousands), respectively, using the lower of cost (LIFO) or net realizable value. |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Thousands | Aug. 14, 2020 | Jul. 08, 2020 | Sep. 30, 2021 | Aug. 07, 2020 | Jun. 18, 2020 |
Note Receivable (Details) [Line Items] | |||||
Notes receivable | The Company entered into a $225 senior secured convertible promissory note on June 18, 2020 with Rabb Resources, LTD. | ||||
Convertible Notes Payable | $ 300 | ||||
Maturity date | The note was non-interest bearing if paid or converted within forty-five days of the issuance date of June 18, 2020 (August 2, 2020, which is the maturity date). | ||||
Interest rate | 11.00% | ||||
Advances | $ 50 | ||||
Total note receivable | $ 25 | ||||
Accrued interest income | $ 4 | ||||
Purchase price acquisition | 3,500 | ||||
Amount transaction | 1,196 | ||||
Cash | $ 1,500 | ||||
Senior Secured Debt [Member] | |||||
Note Receivable (Details) [Line Items] | |||||
Convertible Notes Payable | $ 225 | ||||
Rabb Resources, LTD [Member] | |||||
Note Receivable (Details) [Line Items] | |||||
Unsecured amount | 25 | ||||
Secured amount | $ 200 | ||||
Convertible into shares at value | $ 225 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Property and Equipment (Details) [Line Items] | ||||||
Cash exchange, description | The Company in April 2021 traded in a truck with a value of $5 for a new truck with a value of $3 and received cash of $2 in the exchange. | |||||
Depreciation expense | $ 341 | $ 171 | $ 346 | $ 172 | ||
Service [Member] | ||||||
Property and Equipment (Details) [Line Items] | ||||||
Accumulated depreciation,description | On April 1, 2021, the Company placed back in service equipment of $201 with accumulated depreciation of $7 which were part of discontinued operations related to Pinnacle Vac. |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 11,133 | $ 6,694 | |
Accumulated depreciation and impairment | (3,345) | (2,999) | |
Property and equipment, net | 7,788 | 3,695 | $ 4,093 |
Zest Labs freshness hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,493 | 2,493 | |
Computers and Software Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 222 | 222 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 140 | 140 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 236 | 236 | |
Leasehold improvements – Pinnacle Frac [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 18 | 18 | |
Mining technology equipment – Digital Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 4,247 | ||
Machinery and equipment - Technology [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 200 | 200 | |
Machinery and equipment – Commodity [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,577 | $ 3,385 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible Assets and Goodwill (Details) [Line Items] | ||||
Customer relationships and non-compete agreements value | $ 2,350 | |||
Estimated useful lives | 10 years | |||
Amortization expense | $ 87 | $ 71 | $ 174 | $ 142 |
Banner Midstream [Member] | ||||
Intangible Assets and Goodwill (Details) [Line Items] | ||||
Incurred goodwill | $ 10,225 | |||
Non-compete Agreements [Member] | ||||
Intangible Assets and Goodwill (Details) [Line Items] | ||||
Estimated useful lives | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 4,720 | $ 4,720 |
Accumulated amortization and impairment | (2,829) | (2,655) |
Intangible assets, net | 1,891 | 2,065 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,013 | 1,013 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 2,100 | 2,100 |
Non-compete agreements – Banner Midstream [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 250 | 250 |
Outsourced vendor relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,017 | 1,017 |
Non-compete agreements – Zest Labs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 340 | $ 340 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of future amortization of the intangibles $ in Thousands | Sep. 30, 2021USD ($) |
Schedule of future amortization of the intangibles [Abstract] | |
2022 | $ 303 |
2023 | 261 |
2024 | 264 |
2025 | 241 |
2026 | 210 |
Thereafter | 612 |
Intangible assets, net | $ 1,891 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets $ in Thousands | Sep. 30, 2021USD ($) |
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets [Line Items] | |
Goodwill | $ 10,225 |
Acquisition - Trend Discovery [Member] | |
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets [Line Items] | |
Goodwill | 3,223 |
Acquisition - Banner Midstream [Member] | |
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets [Line Items] | |
Goodwill | $ 7,002 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Payables and Accruals [Abstract] | |
Amount converted | $ 1,228 |
Loss on conversion | 1,248 |
Amounts paid to prior owners | $ 814 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Schedule of accrued liabilities [Abstract] | ||
Professional fees and consulting costs | $ 57 | $ 801 |
Vacation and paid time off | 120 | 107 |
Legal fees | 182 | 86 |
Compensation | 134 | 734 |
Interest | 65 | |
Insurance | 1,430 | 1,013 |
Other | 443 | 785 |
Total | $ 2,366 | $ 3,591 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 14, 2020USD ($)shares | Mar. 18, 2016shares | Aug. 06, 2021USD ($)$ / sharesshares | Dec. 30, 2020USD ($)$ / sharesshares | Sep. 24, 2020$ / sharesshares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||
Number of public offerings | 2 | |||||||||||
Number of warrants granted (in Shares) | shares | 60 | 3,478 | 889 | 176 | ||||||||
Strike price (in Dollars per share) | $ / shares | $ 10 | $ 7.75 | ||||||||||
Fair value of warrants estimated | $ 251 | $ 4,655 | $ 108 | $ 108 | ||||||||
Description of maturity date | On December 30, 2020, the Company granted 889 warrants, in the direct registered offering under the effective Form S-3, with a strike price of $10.00 with a term of two-years (maturity January 2, 2023). | |||||||||||
Warrant exercised | 1,760 | |||||||||||
Fair value of warrants | 1,141 | |||||||||||
Warrants outstanding (in Shares) | shares | 200 | |||||||||||
Warrant granted (in Shares) | shares | 250 | 270 | ||||||||||
Purchase agreement (in Shares) | shares | 200 | |||||||||||
Strike price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||||
Fair value of warrants estimated | 415 | $ 545 | 415 | |||||||||
Registered direct offering closed | $ 20,000 | |||||||||||
Number of shares sold (in Shares) | shares | 5,000 | 3,478 | 376 | |||||||||
Price per share (in Dollars per share) | $ / shares | $ 5.75 | |||||||||||
Authorized common stock increased (in Shares) | shares | 40,000 | |||||||||||
Number of warrant exercisable (in Shares) | shares | 243 | |||||||||||
Warrant exercisable price per share (in Dollars per share) | $ / shares | $ 7.1875 | |||||||||||
Change in fair value of derivative liabilities | (16,382) | $ 1,011 | 4,316 | $ (629) | ||||||||
Expenses related to warrants granted | 744 | 1,289 | ||||||||||
Investor Warrants [Member] | ||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||
Fair value of warrants estimated | $ 11,203 | 12,533 | 12,533 | |||||||||
Placement Agent Warrants [Member] | ||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||
Fair value of warrants estimated | $ 744 | $ 832 | 832 | |||||||||
Warrant [Member] | ||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||
Fair value of warrants estimated | $ 4,653 | |||||||||||
Private Placement [Member] | ||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||
Number of warrants granted (in Shares) | shares | 62 | |||||||||||
Strike price (in Dollars per share) | $ / shares | $ 11.25 | |||||||||||
Fair value of warrants | $ 308 | $ 90 |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details) - Schedule of convertible notes and warrants estimated using Black-Scholes - $ / shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | ||
Inception [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 6 months | 4 years 6 months 29 days |
Expected volatility | 112.00% | 94.00% |
Risk-free interest rate | 0.61% | 0.61% |
Market price (in Dollars per share) | $ 3.25 | $ 3.05 |
Minimum [Member] | Inception [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 91.00% | |
Risk-free interest rate | 1.50% | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 3 years 6 months | 5 years |
Expected volatility | 113.00% | 101.00% |
Risk-free interest rate | 1.74% | 1.74% |
Market price (in Dollars per share) | $ 12.95 | $ 10 |
Maximum [Member] | Inception [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 107.00% | |
Risk-free interest rate | 2.77% |
Warrant Derivative Liabilitie_4
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity [Line Items] | ||
Fair value of 200 (originally 250) September 24, 2020 warrants | $ 270 | $ 1,349 |
Fair value of 60 November 14, 2020 warrants | 108 | 458 |
Fair value of 889 December 31, 2020 warrants | 1,141 | 4,993 |
Fair value of 62 December 31, 2020 warrants | 90 | 413 |
Fair value of 200 June 30, 2021 warrants | 415 | |
Fair value of 3,478 August 6, 2021 warrants | 12,533 | |
Fair value of 243 August 6, 2021 warrants | 832 | |
Total | 15,389 | $ 7,213 |
Inception [Member] | ||
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity [Line Items] | ||
Fair value of 200 (originally 250) September 24, 2020 warrants | 1,265 | |
Fair value of 60 November 14, 2020 warrants | 251 | |
Fair value of 889 December 31, 2020 warrants | 4,655 | |
Fair value of 62 December 31, 2020 warrants | 308 | |
Fair value of 200 June 30, 2021 warrants | 545 | |
Fair value of 3,478 August 6, 2021 warrants | 11,203 | |
Fair value of 243 August 6, 2021 warrants | $ 744 |
Warrant Derivative Liabilitie_5
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Schedule of warrant derivative liabilities [Abstract] | ||
Beginning balance | $ 7,213 | $ 2,775 |
Issuances of warrants – derivative liabilities | 12,492 | 13,118 |
Warrants exchanged for common stock | (27,198) | |
Change in fair value of warrant derivative liabilities | (4,316) | 18,518 |
Ending balance | $ 15,389 | $ 7,213 |
Capitalized Drilling Costs an_3
Capitalized Drilling Costs and Oil and Gas Properties (Details) - USD ($) $ in Thousands | Aug. 03, 2021 | Jul. 01, 2021 | May 13, 2021 | Oct. 09, 2020 | Oct. 01, 2020 | Sep. 04, 2020 | Aug. 14, 2020 | Jun. 11, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 18, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Jul. 01, 2019 | Jun. 18, 2019 |
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | |||||||||||||||
Incurred in costs related | $ 6,084 | ||||||||||||||
Drilling costs expenses | 3,387 | ||||||||||||||
Amortize costs | 2,697 | ||||||||||||||
Capitalized drilling costs | $ 2,148 | $ 144 | $ 419 | ||||||||||||
Trend exploration | 80.00% | 80.00% | |||||||||||||
Drilling credit value | $ 125 | ||||||||||||||
Royalty retained interest | 1.00% | ||||||||||||||
Impaired loss on property | $ 83 | $ 83 | |||||||||||||
Purchase price | $ 615 | $ 22 | $ 3,500 | ||||||||||||
Oil and gas properties | $ 615 | $ 22 | $ 1,500 | $ 3,224 | $ 760 | ||||||||||
Purchase price | $ 1,500 | $ 750 | |||||||||||||
Working interest | $ 600 | ||||||||||||||
Drilling workover credit value | 300 | ||||||||||||||
Gain sale of property | $ 112 | 600 | |||||||||||||
Asset retirement obligation | 12 | 1 | |||||||||||||
Total gain | 121 | $ 601 | |||||||||||||
Properties purchased | $ 1 | ||||||||||||||
Mississippi and Louisiana [Member] | |||||||||||||||
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | |||||||||||||||
Lease assets paid in cash | $ 2 | $ 2 | |||||||||||||
Concordia, LA and Caldwell [Member] | |||||||||||||||
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | |||||||||||||||
Fair value of lease acquired | $ 304 | ||||||||||||||
Lasalle, LA [Member] | |||||||||||||||
Capitalized Drilling Costs and Oil and Gas Properties (Details) [Line Items] | |||||||||||||||
Fair value of lease acquired | $ 6 |
Capitalized Drilling Costs an_4
Capitalized Drilling Costs and Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Schedule of oil and gas mineral lease [Abstract] | ||
Total OGML Properties Acquired | $ 11,940 | $ 12,352 |
Capitalized Drilling Costs an_5
Capitalized Drilling Costs and Oil and Gas Properties (Details) - Schedule of oil and gas activities by classification - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Proved Developed Producing Oil and Gas Properties | |||
Cost | $ 7,223 | $ 7,223 | |
Accumulated depreciation, depletion and amortization | (1,455) | (739) | |
Changes in estimates | |||
Total | 5,768 | 6,484 | $ 167 |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Cost | 6,172 | 5,868 | |
Total | 6,172 | 5,868 | 5,968 |
Grand Total | 11,940 | 12,352 | 6,135 |
Cost [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Cost | 904 | 167 | |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Cost | 12,187 | 5,968 | |
Accumulated depreciation, depletion and amortization [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Accumulated depreciation, depletion and amortization | (739) | ||
Changes in estimates [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Changes in estimates | 6,319 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Changes in estimates | (6,319) | ||
Adjustments [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Cost | |||
Accumulated depreciation, depletion and amortization | (716) | ||
Changes in estimates | |||
Total | (716) | 6,317 | |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Cost | 304 | ||
Total | 304 | (100) | |
Grand Total | $ (412) | 6,217 | |
Adjustments [Member] | Cost [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Cost | 737 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Cost | 6,219 | ||
Adjustments [Member] | Accumulated depreciation, depletion and amortization [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Accumulated depreciation, depletion and amortization | (739) | ||
Adjustments [Member] | Changes in estimates [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Changes in estimates | 6,319 | ||
Undeveloped and Non-Producing Oil and Gas Properties | |||
Changes in estimates | $ (6,319) |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Sep. 24, 2021 | Aug. 24, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Apr. 14, 2025 | Nov. 19, 2020 | Apr. 30, 2020 | Nov. 07, 2018 | Nov. 05, 2018 | Aug. 03, 2018 | Jul. 26, 2018 | Jul. 20, 2018 | Jul. 18, 2018 | Feb. 28, 2018 | |
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 6.50% | 4.75% | |||||||||||||||
Debt description | the Company received proceeds of $1,869 in new long-term debt, repaid $4,100 in existing long-term debt, converted $830 in existing long-term debt that resulted in a loss on conversion of $1,337, and had $1,850 forgiven in long-term debt and accrued interest. In addition, the Company converted $65 of accrued interest and paid $361 in accrued interest during this period. | ||||||||||||||||
Long-term debt | $ 22 | $ 180 | $ 47 | $ 249 | |||||||||||||
Note payable - Banner Midstream - Alliance Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Principal amount | $ 1,239 | ||||||||||||||||
Note payable - Banner Midstream - Alliance Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 4.95% | ||||||||||||||||
Repaid amount | $ 550 | ||||||||||||||||
Auto loan 1 - Pinnacle Vac - Firstar Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 6.50% | ||||||||||||||||
Notes payable | $ 56 | ||||||||||||||||
Auto loan 2 – Pinnacle Frac – Firstar Ban [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Notes payable | $ 73 | ||||||||||||||||
Note payable – LAH 1 [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 9.00% | ||||||||||||||||
Notes payable | $ 56 | ||||||||||||||||
Auto loan 4 - Pinnacle Vac - Ally Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 7.99% | ||||||||||||||||
Notes payable | $ 54 | ||||||||||||||||
Auto loan 7 - Capstone - Ally Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Notes payable | $ 140 | ||||||||||||||||
Tractor loan 6 - Capstone - Tab Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 10.25% | ||||||||||||||||
Notes payable | $ 301 | ||||||||||||||||
PPP Loan - Ecoark Holdings Inc [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 1.00% | ||||||||||||||||
Notes payable | $ 356 | ||||||||||||||||
Accrued interest | $ 2 | ||||||||||||||||
Debt description | The remaining $29, were to be due in monthly installments of $2 through maturity in May 2022, however, the Company repaid the remaining balance of $15 on August 24, 2021. | ||||||||||||||||
Pinnacle Frac Transport – PPP Loan [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Accrued interest | $ 928 | $ 928 | |||||||||||||||
Note payable - Banner Midstream 1 [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Loss on conversion of accrued interest | $ 146 | ||||||||||||||||
Minimum [Member] | Tractor loan 6 - Capstone - Tab Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 6.89% | ||||||||||||||||
Maximum [Member] | Auto loan 7 - Capstone - Ally Bank [Member] | |||||||||||||||||
Long-Term Debt (Details) [Line Items] | |||||||||||||||||
Bearing interest rate | 7.87% |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long-term debt - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total long term debt | $ 1,116 | $ 2,068 | |
Less: current portion | (879) | (1,056) | |
Long-term debt, net of current portion | 237 | 1,012 | |
Note payable - Banner Midstream - Alliance Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [1] | 368 | 1,033 |
Commercial loan - Pinnacle Frac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [2] | 465 | 626 |
Auto loan 1 - Pinnacle Vac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [3] | 23 | 29 |
Auto loan 2 - Pinnacle Frac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [4] | 38 | |
Auto loan 3 - Pinnacle Vac - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [5] | 30 | 34 |
Auto loan 4 - Pinnacle Vac - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [6] | 31 | 35 |
Auto loan 7 - Capstone - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [7] | 50 | 69 |
Tractor loan 6 - Capstone - Tab Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [8] | 149 | 180 |
Ecoark – PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total long term debt | [9] | $ 24 | |
[1] | Original loan date of June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan for $1,239 at 4.95% with a new maturity date of April 14, 2025. On September 24, 2021, the Company repaid $550 of this amount as a condition of the underlying guarantee of the note. | ||
[2] | Original loan date of February 28, 2018, due December 31, 2021 at 4.75%. | ||
[3] | On July 20, 2018, entered into a long-term secured note payable for $56 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. | ||
[4] | On August 3, 2018, entered into a long-term secured note payable for $73 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. The collateral underlying the loan was stolen in March 2021, and the Company received an insurance settlement in May 2021 and promptly used those proceeds to pay off the remainder of the loan balance. | ||
[5] | On July 18, 2018, entered into a long-term secured note payable for $56 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. | ||
[6] | On July 26, 2018, entered into a long-term secured note payable for $54 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. | ||
[7] | On November 5, 2018, entered into four long-term secured notes payable for $140 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. | ||
[8] | On November 7, 2018, entered into a long-term secured note payable for $301 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of September 30, 2021. | ||
[9] | PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 19, 2020, the Company received confirmation that $356 in principal and $2 in accrued interest has been forgiven, and this amount has been reflected in forgiveness of debt. The remaining $29, were to be due in monthly installments of $2 through maturity in May 2022, however, the Company repaid the remaining balance of $15 on August 24, 2021. |
Long-Term Debt (Details) - Sc_2
Long-Term Debt (Details) - Schedule of maturities $ in Thousands | Sep. 30, 2021USD ($) |
Schedule of maturities [Abstract] | |
2022 | $ 879 |
2023 | 203 |
2024 | 34 |
Total | $ 1,116 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties (Details) - USD ($) | Aug. 08, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Aug. 09, 2021 |
Notes Payable - Related Parties (Details) [Line Items] | ||||||||
Re-payment | $ 578,000 | |||||||
Accrued interest | $ 43,000 | |||||||
Interest expense | $ 7,000 | $ 27,000 | $ 25,000 | $ 35,000 | ||||
Repayment of advance | $ 45 | |||||||
Proceeds in notes payable – related parties | $ 954,000 | |||||||
Repaid existing notes payable – related parties | 1,973,000 | |||||||
Converted in existing notes payable – related parties | 575,000 | |||||||
Loss on conversion | 1,239,000 | |||||||
Accrued interest | $ 11,000 | $ 15,000 | ||||||
Board Member [Member] | ||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||
Advances | $ 578,000 | |||||||
Minimum [Member] | Banner Midstream [Member] | ||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||
Annual interest rate, percentage | 10.00% | |||||||
Maximum [Member] | William B. Hoagland [Member] | ||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||
Annual interest rate, percentage | 15.00% |
Notes Payable - Related Parti_4
Notes Payable - Related Parties (Details) - Schedule of notes payable to related parties - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | |
Schedule of notes payable to related parties [Abstract] | |||
Ecoark Holdings Board Member | [1] | $ 578 | |
Total Notes Payable – Related Parties | 578 | ||
Less: Current Portion of Notes Payable – Related Parties | (578) | ||
Long-term debt, net of current portion | |||
[1] | A board member advanced $578 to the Company through August 8, 2021, under the terms of notes payable that bears interest at rates ranging between 10% and 15% interest per annum. On August 9, 2021, the Company repaid the entire $578 to the board member with accrued interest of $43. Interest expense on the notes for the six and three months ended September 30, 2021 and 2020 was $25 and $7 and $35 and $27, respectively. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, shares in Thousands | Oct. 06, 2021 | Oct. 01, 2021 | Mar. 18, 2016 | Oct. 08, 2021 | Oct. 01, 2021 | Aug. 16, 2021 | Aug. 06, 2021 | Dec. 29, 2020 | Dec. 17, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Number of shares issued | 5,000 | 3,478 | 376 | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Stock sale and issued to investors, description | The Company is authorized to issue 40,000 shares of common stock, par value $0.001. Effective with the opening of trading on December 17, 2020, the Company implemented a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. All share and per share figures are reflected on a post-split basis herein. | |||||||||||||||
Authorized common stock | 40,000 | 40,000 | 40,000 | |||||||||||||
Reduced authorized common stock | 30,000 | |||||||||||||||
Exchange agreement description | In the three months ended September 30, 2020, the Company issued 1,088 shares of common stock in the exercise of warrants; one share in the exercise of stock options; 31 shares of common stock for services rendered; 171 shares of common stock to acquire assets; and 192 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. | In the three months ended June 30, 2020, the Company issued 308 shares of common stock in April and May 2020 to convert the remaining shares of Series B Preferred Stock and Series C Preferred Stock; 1,531 shares of common stock in the exercise of warrants; 89 shares in the exercise of stock options; 93 shares of common stock in the conversion of accounts payable and accrued expenses; and 524 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. | ||||||||||||||
Stock conversion price description | the Company completed a registered direct offering of common stock and warrants, whereby the Company issued 889 shares of common stock and 889 accompanying warrants to purchase common stock to one institutional investor under the effective Form S-3 at $9.00 per share and accompanying warrant for a total of $8,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. | |||||||||||||||
Common stock shares issued | 26,364 | 22,723 | 26,364 | |||||||||||||
Stock options exercised (in Dollars) | $ 349,000 | |||||||||||||||
Common stock shares issued | 3,478 | 115 | ||||||||||||||
Common stock values (in Dollars) | $ 675,000 | |||||||||||||||
Common stock issued | 20 | |||||||||||||||
Stock option for cash (in Dollars) | $ 7,895,000 | $ 1,316,000 | $ 7,895,000 | |||||||||||||
Direct offering (in Dollars) | $ 20,000,000 | |||||||||||||||
Common stock share service | 45 | |||||||||||||||
Share rendered value | 241 | |||||||||||||||
Restricted stock units (in Dollars) | $ 272,000 | $ 20,000,000 | ||||||||||||||
Common stock, description | Agora is authorized to issue 250,000 shares of common stock, par value $0.001. On September 22, 2021, the Company purchased one hundred shares of Agora for ten dollars. Those shares are the only shares issued and outstanding as of September 30, 2021. | |||||||||||||||
Shares issued for services (in Dollars) | $ 149 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Number of shares issued | 41,671 | |||||||||||||||
Purchase of shares | 41,671 | |||||||||||||||
Purchase of equipment (in Dollars) | $ 4,167,000 | |||||||||||||||
Share issued | 4,350 | |||||||||||||||
Agora [Member] | Subsequent Event [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Non controlling interest, percentage | 91.00% | |||||||||||||||
2013 Incentive Stock Plan [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Incentive stock plan, description | Currently as of September 30, 2021 and March 31, 2021, there are no shares of any series of preferred stock issued and outstanding. | |||||||||||||||
Ecoark Holdings Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Stock option for cash (in Dollars) | $ 28,000 | |||||||||||||||
Non-Qualified Stock Option [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Option, description | Share-based compensation expense of $1,218 and $1,150 and $819 and $36, respectively is included in selling, general and administrative expense in the condensed consolidated statements of operations for the six and three months ended September 30, 2021 and 2020, respectively for the 2013 Incentive Stock Plan, 2017 Omnibus Incentive Plan and for the Company’s Non-Qualified Stock Options. | |||||||||||||||
2017 Omnibus Incentive Plan [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Stock options exercise shares | 26,364 | |||||||||||||||
Common stock exercise price | 26,247 | |||||||||||||||
Fair market value percentage | 117.00% | |||||||||||||||
Ecoark Holdings Preferred Stock [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||
Ecoark Holdings Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Common stock shares issued | 176 | |||||||||||||||
Common stock exercise of warrants (in Dollars) | $ 1,760,000 | |||||||||||||||
Stock options exercise shares | 59 | |||||||||||||||
Stock options exercised (in Dollars) | $ 153,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jul. 02, 2021 | Apr. 09, 2021 | Oct. 09, 2020 | Sep. 04, 2020 | Sep. 30, 2021 | Aug. 26, 2021 | Jul. 15, 2021 |
Commitments and Contingencies (Details) [Line Items] | |||||||
Damages value | $ 115,000 | ||||||
Compensatory damages | 65,000 | ||||||
Dealing conversion and fraud amount | $ 50,000 | ||||||
Payment for plaintiff’s attorneys | $ 50 | ||||||
Participation Agreement, description | On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately-held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. | ||||||
Ownership percentage of the company | 100.00% | 20.00% | |||||
Cost estimated | $ 5,800 | ||||||
Working interest | 90.00% | ||||||
Net revenue interest percentage | 75.00% | 67.50% | |||||
Working interest percentage | 80.00% | 100.00% | 61.00% | ||||
Black Brush (Member) | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Net revenue interest percentage | 52.50% | ||||||
Working interest percentage | 70.00% | ||||||
Minimum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Net revenue interest percentage | 52.50% | ||||||
Working interest percentage | 70.00% | ||||||
Estimated commitment | $ 12,000 | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Net revenue interest percentage | 67.50% | ||||||
Working interest percentage | 90.00% | ||||||
Estimated commitment | $ 14,000 |
Concentrations (Details)
Concentrations (Details) | 6 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration risk, description | Four and three customers, all in the commodity segment accounted for more than 10% of the accounts receivable balance at September 30, 2021 and March 31, 2021 for a total of 65% and 76% of accounts receivable, respectively. In addition, two and one customers represent approximately 76% and 65% of total revenues for the Company for the six months ended September 30, 2021 and 2020, respectively. In addition, one and two customers represent approximately 68% and 77% of total revenues for the Company for the three months ended September 30, 2021 and 2020, respectively. |
Acquisitions (Details)
Acquisitions (Details) - USD ($) shares in Thousands, $ in Thousands | Sep. 04, 2020 | Aug. 14, 2020 | Jun. 11, 2020 | Sep. 30, 2020 | Jun. 18, 2020 | Sep. 01, 2021 | Aug. 16, 2021 |
Acquisitions (Details) [Line Items] | |||||||
Description of energy assets | the Company acquired certain energy assets from SR Acquisition I, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-in with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. | ||||||
Lease description | Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500 in cash to the Assignor. | ||||||
Working interest | $ 54 | $ 250 | |||||
Rabb Resources, LTD [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Shares issued for company acquisition, description | The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500 consisting of (i) $1,500 in cash, net of $304 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 103 shares. | ||||||
Trend Discovery Holdings, Inc. [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Shares issued for company acquisition, description | On September 4, 2020, White River SPV 3, LLC, a wholly-owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with GeoTerre Operating, LLC, a privately held limited liability company (the “Assignor”). | ||||||
White River Energy , LLC [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Lease assignment, description | the Company and White River Energy, LLC entered into three asset purchase agreements (the “Asset Purchase Agreements”) with privately-held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. | ||||||
O'Neal Family [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Purchase price | $ 750 | ||||||
Consideration paid shares | 68 | ||||||
Sanchez Energy Corporation [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Shares issued for company acquisition, description | the Company acquired certain energy assets from SN TMS, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment. | ||||||
Lease Agreement [Member] | O'Neal Family [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Purchase price | $ 126 | ||||||
Lease Agreement One [Member] | O'Neal Family [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Purchase price | 312 | ||||||
Lease Agreement Two [Member] | O'Neal Family [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Purchase price | $ 312 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of assets acquired - USD ($) $ in Thousands | Sep. 01, 2021 | Aug. 16, 2021 | Sep. 30, 2020 | Aug. 14, 2020 |
Rabb Resources [Member] | ||||
Acquisitions (Details) - Schedule of assets acquired [Line Items] | ||||
Building | $ 236 | |||
Land | 140 | |||
Oil and Gas Properties | 3,224 | |||
Asset retirement obligation | (100) | |||
Total | $ 3,500 | |||
O'Neal Family [Member] | ||||
Acquisitions (Details) - Schedule of assets acquired [Line Items] | ||||
Oil and Gas Properties | $ 760 | |||
Asset retirement obligation | (10) | |||
Total | $ 750 | |||
Luling Prospect [Member] | ||||
Acquisitions (Details) - Schedule of assets acquired [Line Items] | ||||
Oil and Gas Properties | $ 250 | |||
Total | $ 250 | |||
Concordia Leases [Member] | ||||
Acquisitions (Details) - Schedule of assets acquired [Line Items] | ||||
Oil and Gas Properties | $ 54 | |||
Total | $ 54 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | $ 4,316 | $ (18,518) |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | ||
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | $ 15,389 | $ 7,213 |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment information - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | $ 6,111 | $ 3,278 | $ 12,990 | $ 5,591 | |
Cost of revenues | 3,224 | 2,333 | 7,166 | 3,426 | |
Gross profit | 2,887 | 945 | 5,824 | 2,165 | |
Total operating expenses net of depreciation, amortization, depletion and accretion | 7,480 | 4,511 | 11,802 | 7,626 | |
Depreciation, amortization, depletion and accretion | 722 | 323 | 1,738 | 624 | |
Other (income) expense | 540 | (12,874) | (4,420) | 6,111 | |
Income (loss) from continuing operations | (5,855) | 8,985 | (3,296) | (12,196) | |
Segmented assets as of September 30, 2021 | |||||
Property and equipment, net | 7,788 | 4,093 | 7,788 | 4,093 | $ 3,695 |
Oil and Gas Properties/Capitalized drilling costs | 14,088 | 11,412 | 14,088 | 11,412 | |
Intangible assets, net | 1,891 | 2,208 | 1,891 | 2,208 | |
Goodwill | 10,225 | 10,225 | 10,225 | 10,225 | $ 10,225 |
Capital expenditures | 4,247 | 617 | 4,247 | 617 | |
Digital Assets [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | |||||
Cost of revenues | |||||
Gross profit | |||||
Total operating expenses net of depreciation, amortization, depletion and accretion | 408 | 408 | |||
Depreciation, amortization, depletion and accretion | |||||
Other (income) expense | |||||
Income (loss) from continuing operations | (408) | (408) | |||
Segmented assets as of September 30, 2021 | |||||
Property and equipment, net | 4,247 | 4,247 | |||
Oil and Gas Properties/Capitalized drilling costs | |||||
Intangible assets, net | |||||
Goodwill | |||||
Capital expenditures | 4,247 | 4,247 | |||
Commodities [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | 5,911 | 3,174 | 12,642 | 5,397 | |
Cost of revenues | 3,224 | 2,333 | 7,166 | 3,426 | |
Gross profit | 2,687 | 841 | 5,476 | 1,971 | |
Total operating expenses net of depreciation, amortization, depletion and accretion | 6,016 | 3,884 | 9,530 | 5,951 | |
Depreciation, amortization, depletion and accretion | 667 | 260 | 1,627 | 498 | |
Other (income) expense | 540 | (8,467) | (3,101) | 5,270 | |
Income (loss) from continuing operations | (4,536) | 5,164 | (2,580) | (9,748) | |
Segmented assets as of September 30, 2021 | |||||
Property and equipment, net | 3,360 | 3,677 | 3,360 | 3,677 | |
Oil and Gas Properties/Capitalized drilling costs | 14,088 | 11,412 | 14,088 | 11,412 | |
Intangible assets, net | 1,891 | 2,208 | 1,891 | 2,208 | |
Goodwill | 7,002 | 7,002 | 7,002 | 7,002 | |
Capital expenditures | 617 | 617 | |||
Financial [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | 200 | 104 | 348 | 194 | |
Cost of revenues | |||||
Gross profit | 200 | 104 | 348 | 194 | |
Total operating expenses net of depreciation, amortization, depletion and accretion | 117 | 65 | 271 | 194 | |
Depreciation, amortization, depletion and accretion | |||||
Other (income) expense | (735) | (220) | 140 | ||
Income (loss) from continuing operations | 83 | 774 | 297 | (140) | |
Segmented assets as of September 30, 2021 | |||||
Property and equipment, net | |||||
Oil and Gas Properties/Capitalized drilling costs | |||||
Intangible assets, net | |||||
Goodwill | 3,223 | 3,223 | 3,223 | 3,223 | |
Capital expenditures | |||||
Technology [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | |||||
Cost of revenues | |||||
Gross profit | |||||
Total operating expenses net of depreciation, amortization, depletion and accretion | 939 | 562 | 1,593 | 1,481 | |
Depreciation, amortization, depletion and accretion | 55 | 63 | 111 | 126 | |
Other (income) expense | (3,672) | (1,099) | 701 | ||
Income (loss) from continuing operations | (994) | 3,047 | (605) | (2,308) | |
Segmented assets as of September 30, 2021 | |||||
Property and equipment, net | 181 | 416 | 181 | 416 | |
Oil and Gas Properties/Capitalized drilling costs | |||||
Intangible assets, net | |||||
Goodwill | |||||
Capital expenditures |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Mar. 27, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases (Details) [Line Items] | |||
Right of use asset | $ 731 | $ 71 | $ 74 |
Right of use liability | $ 732 | ||
Leases, description | The right of use asset is composed of the sum of all lease payments, at present value, and is amortized straight line over the life of the expected lease term. For the expected term of the lease the Company used the initial terms ranging between 42 and 60 months. | ||
Unamortized lease right of use asset | $ 782 | ||
Lease Liabilities | 809 | ||
Operating leases [Member] | |||
Leases (Details) [Line Items] | |||
Unamortized lease right of use asset | 373 | ||
Lease liability | 443 | ||
Financing leases [Member] | |||
Leases (Details) [Line Items] | |||
Unamortized lease right of use asset | 409 | ||
Lease liability | $ 366 | ||
Minimum [Member] | |||
Leases (Details) [Line Items] | |||
Discount rate percentage | 2.50% | ||
Maximum [Member] | |||
Leases (Details) [Line Items] | |||
Discount rate percentage | 11.36% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of maturity of operating lease liability - Operating leases [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Leases (Details) - Schedule of maturity of operating lease liability [Line Items] | |
2022 | $ 228 |
2023 | 183 |
2024 | 43 |
2025 | |
Imputed interest | (11) |
Total lease liability | $ 443 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturity of lease liability for the operating leases - Operating leases [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Current portion | $ 221 |
Non-current portion | $ 222 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturity of financing leases liability - Financing leases [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Leases (Details) - Schedule of maturity of financing leases liability [Line Items] | |
2022 | $ 151 |
2023 | 143 |
2024 | 85 |
2025 | |
Imputed interest | (13) |
Total lease liability | $ 366 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of maturity of lease liability for the financing leases - Financing leases [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Leases (Details) - Schedule of maturity of lease liability for the financing leases [Line Items] | |
Current portion | $ 143 |
Non-current portion | $ 223 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of amortization of the right of use asset $ in Thousands | Sep. 30, 2021USD ($) |
Schedule of amortization of the right of use asset [Abstract] | |
2022 | $ 349 |
2023 | 308 |
2024 | 126 |
Total | $ 783 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of total lease cost - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of total lease cost [Abstract] | ||||
Operating lease expense | $ 53 | $ 32 | $ 106 | $ 52 |
Finance lease expense | ||||
Depreciation of capitalized finance lease assets | 35 | 34 | 70 | 69 |
Interest expense on finance lease liabilities | 3 | 4 | 6 | 8 |
Total lease cost | $ 91 | $ 70 | $ 182 | $ 129 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) | 6 Months Ended |
Sep. 30, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Discounted to present value | 10.00% |
Asset Retirement Obligations _2
Asset Retirement Obligations (Details) - Schedule of asset retirement obligations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Schedule of asset retirement obligations [Abstract] | ||
Balance, beginning of period | $ 295 | $ 1,532 |
Accretion expense | 64 | 78 |
Reclamation obligations settled | ||
Disposition due to sale of property | (23) | |
Additions | 111 | |
Changes in estimates | 1,062 | |
Balance, end of period | $ 1,532 | $ 1,587 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Aug. 31, 2021 | Mar. 31, 2020 | May 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 27, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||
Converted shares | 2,740 | |||||
Stock options exercise shares | 40 | |||||
exercise price per share (in Dollars per share) | $ 3.15 | $ 9 | ||||
Note payable interest | 15.00% | |||||
Shares issued | 889 | |||||
Accrued interest (in Dollars) | $ 30 | |||||
Shares conversion, description | William B. Hoagland, the Chief Financial Officer of the Company, and Chief Executive Officer of Agora, transferred 550 shares of Ecoark common stock to Trend LP, of which Mr. Hoagland owns an approximately 25-30% partnership interest. Following the transfer, Trend LP owns 713 shares of Ecoark common stock. Additionally, Trend SPV holds 344 shares of Ecoark common stock and 460 warrants to purchase Ecoark common stock. However, the investment and voting power over the Ecoark common stock held by Trend SPV and Trend LP has been granted to a third party not affiliated with Agora or Ecoark. | |||||
Banner Energy [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued | 1,789 | |||||
Debt and lease liabilities (in Dollars) | $ 11,774 | |||||
Accrued interest (in Dollars) | $ 2,000 | |||||
John Cahill [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued | 164 | |||||
Jay Puchir [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued | 548 | |||||
Common Stock [Member] | Trend Holdings [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Converted shares | 1,100 | |||||
Converted common stock value (in Dollars) | $ 3,237 | |||||
Chief Financial Officer [Member] | Trend Holdings [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares of common stock | 550 | |||||
Director [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Advances (in Dollars) | $ 578 | |||||
Note payable interest | 10.00% | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Notes payable (in Dollars) | $ 1,242 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Oct. 08, 2021 | Oct. 06, 2021 | Oct. 01, 2021 | Mar. 18, 2016 | Oct. 31, 2021 | Aug. 06, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Aug. 26, 2021 | Mar. 31, 2021 |
Subsequent Events (Details) [Line Items] | ||||||||||
Common shares authorized | 30,000,000 | 30,000,000 | ||||||||
Authorized common stock | 40,000 | |||||||||
Sale of common stock | 5,000,000 | 3,478,000 | 376,000 | |||||||
Gross proceeds (in Dollars) | $ 19,230 | |||||||||
Shares issued | 889,000 | |||||||||
Percentage of issuance cost | 100.00% | 20.00% | ||||||||
Specific integrated circuits, description | The Company has agreed to pay a total $3,375 for the new equipment and infrastructure as follows: (i) $506 upon the order which has been paid, (ii) $506 by November 11, 2021, and (iii) the remaining $2,362 by December 15, 2021. | |||||||||
Power management, description | the Company has paid a total of $2,954, consisting of a $2,628 development fee and a $326 reimbursement for payments made by the power management company to the electric utility to secure the power. In addition, the Company agreed to pay a total of $450 upon the power management company signing a binding agreement to acquire or lease 20 or more acres of usable land. | |||||||||
Additional power management, description | the Company has paid a total of $2,955, consisting of a $2,628 development fee and a $327 reimbursement for payments made by the power management company to the electric utility to secure the power. In addition, the Company agreed to pay a total of $450 upon the power management company signing a binding agreement to acquire or lease 20 or more acres of usable land. | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Restricted stock units | 272,000 | |||||||||
Additional restricted stock units | 64,000 | |||||||||
Cancellation of issued stock options | 672,000 | |||||||||
Sale of common stock | 41,671,000 | |||||||||
Gross proceeds (in Dollars) | $ 4,167 | |||||||||
Shares issued | 4,350,000 | |||||||||
Percentage of issuance cost | 91.00% | |||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Common shares authorized | 30,000,000 | |||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Common shares authorized | 40,000,000 | |||||||||
Twenty Seventeen Omnibus Incentive Plan [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Common shares authorized | 800,000 | |||||||||
Twenty Seventeen Omnibus Incentive Plan [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Common shares authorized | 1,300,000 |