Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jan. 21, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | EVO Transportation & Energy Services, Inc. | |
Entity Central Index Key | 0000728447 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 15,213,145 | |
Entity File Number | 000-54218 | |
Entity Tax Identification Number | 37-1615850 | |
Entity Interactive Data Current | No | |
Entity Incorporation State Country Code | DE | |
Entity Address, Address Line One | 2075 West Pinnacle Peak Rd. | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85027 | |
City Area Code | 877 | |
Local Phone Number | 973-9191 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 3,327 | $ 3,274 |
Accounts receivable - trade, net | 10,990 | 11,683 |
Alternative fuels tax credit receivable | 2,534 | 2,442 |
Due from related party | 131 | |
Prepaids and other current assets | 3,398 | 2,765 |
Total current assets | 20,380 | 20,164 |
Non-current assets | ||
Property and equipment, net | 39,394 | 41,731 |
Goodwill | 23,837 | 23,837 |
Intangible assets, net | 5,810 | 6,045 |
Operating lease right-of-use assets, net | 13,820 | 13,749 |
Finance lease right-of-use assets, net | 12,753 | 3,436 |
Assets held for sale | 450 | |
Deposits and other long-term assets | 3,700 | 2,326 |
Total non-current assets | 99,314 | 91,574 |
Total assets | 119,694 | 111,738 |
Current liabilities | ||
Accounts payable | 16,960 | 16,262 |
Accrued expenses and other current liabilities | 4,059 | 12,880 |
Accrued interest - related party | 1,680 | 1,482 |
Embedded derivative liability | 1,066 | 1,021 |
Warrant liabilities | 2,865 | |
Advances under factoring arrangements | 24,976 | 18,046 |
Current portion of long-term debt | 6,955 | 5,681 |
Current portion of long-term debt - related party | 48,199 | 25,656 |
Operating lease liabilities, current portion | 4,443 | 4,161 |
Finance lease liabilities, current portion | 2,197 | 1,196 |
Total current liabilities | 113,400 | 86,385 |
Non-current liabilities | ||
Long-term debt, less current portion | 9,168 | 12,109 |
Long-term debt, less current portion - related party | 2,984 | 12,012 |
Operating lease liabilities, less current portion | 9,153 | 9,374 |
Finance lease liabilities, less current portion | 11,130 | 2,615 |
Deferred tax liability | 278 | 375 |
Total non-current liabilities | 32,713 | 36,485 |
Total liabilities | 146,113 | 122,870 |
Commitments and contingencies (Note 11) | ||
Stockholders’ deficit | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 12,972,815 (September 30, 2020) and 12,093,834 (December 31, 2019) shares issued and outstanding | 1 | 1 |
Common stock subscribed and not yet issued $0 (September 30, 2020) and 8,664 (December 31, 2019) | 12 | |
Common stock issuable | 3,474 | 3,474 |
Additional paid-in capital | 30,846 | 38,611 |
Accumulated deficit | (68,473) | (54,771) |
Total stockholders’ deficit | (34,152) | (12,673) |
Total liabilities, redeemable stock, and stockholders’ deficit | 119,694 | 111,738 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | 371 | 341 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | 6,162 | |
Redeemable Common Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | $ 1,200 | $ 1,200 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,102,498 | 12,093,834 |
Common stock, shares outstanding | 12,102,498 | 12,093,834 |
Common stock subscribed and not yet issued | 0 | 8,664 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Redeemable convertible preferred stock, shares issued | 100,000 | 100,000 |
Redeemable convertible preferred stock, shares outstanding | 100,000 | 100,000 |
Accrued and undeclared dividends | $ 71 | $ 41 |
Redeemable convertible preferred stock, liquidation preference | $ 371 | $ 341 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 3,075,000 | 3,075,000 |
Redeemable convertible preferred stock, shares issued | 2,050,000 | 2,050,000 |
Redeemable convertible preferred stock, shares outstanding | 2,050,000 | 2,050,000 |
Accrued and undeclared dividends | $ 12 | $ 0 |
Redeemable convertible preferred stock, liquidation preference | $ 6,162 | $ 0 |
Redeemable Common Stock [Member] | ||
Redeemable equity at redemption value | 2,240,000 | 2,240,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Total revenue | $ 55,726 | $ 28,376 |
Operating expenses | ||
Payroll, benefits and related | 27,531 | 12,996 |
Purchased transportation | 8,093 | 6,196 |
Fuel | 7,141 | 3,753 |
Equipment rent | 3,238 | 2,848 |
Maintenance and supplies | 2,833 | 2,003 |
General and administrative | 4,944 | 2,140 |
Operating supplies and expenses | 3,857 | 1,746 |
Depreciation and amortization | 3,470 | 1,236 |
Insurance and claims | 2,560 | 1,143 |
Total operating expenses | 63,853 | 34,696 |
Operating loss | (8,127) | (6,320) |
Other income (expense) | ||
Interest expense | (3,624) | (1,115) |
Change in fair value of embedded derivative liability | (45) | |
Change in fair value of warrant liabilities | 8,235 | |
Loss on extinguishment of debt | (10,086) | |
Total other expense | (5,520) | (1,115) |
Loss before income taxes | (13,647) | (7,435) |
(Provision) benefit for income taxes | (55) | |
Net loss | (13,702) | (7,435) |
Accrued and undeclared preferred stock dividends in arrears | 42 | 6 |
Issuance of warrants as deemed dividend - related party | 455 | |
Net loss available to common stockholders | $ (14,199) | $ (7,441) |
Basic and diluted weighted average common shares outstanding | 19,902,498 | 3,339,356 |
Basic and diluted net loss per common share | $ (0.71) | $ (2.23) |
Trucking [Member] | ||
Revenue | ||
Total revenue | $ 55,406 | $ 28,091 |
CNG [Member] | ||
Revenue | ||
Total revenue | 320 | 285 |
Operating expenses | ||
CNG expenses | $ 186 | $ 635 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Sheehy [Member] | Ursa [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Series B Redeemable Convertible Preferred Stock [Member] | Common Stock Subscribed [Member] | Common Stock Subscribed [Member]Sheehy [Member] | Common Stock Subscribed [Member]Ursa [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series A Redeemable Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member]Series B Redeemable Convertible Preferred Stock [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2018 | $ (11,666) | $ 415 | $ 9,976 | $ (22,057) | |||||||||||
Beginning balance, shares at Dec. 31, 2018 | 2,258,530 | 500,000 | |||||||||||||
Accounts payable converted to common stock | 10 | 10 | |||||||||||||
Accounts payable converted to common stock, shares | 10,000 | ||||||||||||||
Common stock issued for services - related party | 25 | 25 | |||||||||||||
Common stock issued for services - related party, shares | 10,000 | ||||||||||||||
Fair value of common stock issued for the purchase | $ 2,285 | $ 816 | $ 2,285 | $ 816 | |||||||||||
Fair value of common stock issued for the purchase, shares | 2,240,000 | 800,000 | |||||||||||||
Fair value of stock-based compensation | 86 | 86 | |||||||||||||
Fair value of warrant-based compensation | 14 | 14 | |||||||||||||
Redeemable Preferred stock dividend | $ (6) | $ (6) | |||||||||||||
Net loss | (7,435) | (7,435) | |||||||||||||
Ending balance at Mar. 31, 2019 | (15,871) | $ 3,516 | 10,105 | (29,492) | |||||||||||
Ending balance, shares at Mar. 31, 2019 | 2,278,530 | 3,540,000 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (12,673) | $ 1 | $ 12 | $ 3,474 | 38,611 | (54,771) | |||||||||
Beginning balance, shares at Dec. 31, 2019 | 14,333,834 | 8,664 | |||||||||||||
Reclassification of warrants from equity classified to liability classified | (7,648) | (7,648) | |||||||||||||
Common stock issued for accrued interest | $ (12) | 12 | |||||||||||||
Common stock issued for accrued interest, shares | 8,664 | (8,664) | |||||||||||||
Issuance of common stock for cash - related party | 3,150 | 3,150 | |||||||||||||
Issuance of common stock for cash - related party, shares | 1,260,000 | ||||||||||||||
Redemption of common stock for Series B redeemable preferred stock - related party | $ (3,150) | $ (3,150) | |||||||||||||
Redemption of common stock for Series B redeemable preferred stock - related party, shares | (1,260,000) | ||||||||||||||
Issuance of warrants as deemed dividend - related party | (455) | (455) | |||||||||||||
Fair value of stock-based compensation | 368 | 368 | |||||||||||||
Redeemable Preferred stock dividend | $ (30) | $ (12) | $ (30) | $ (12) | |||||||||||
Net loss | (13,702) | (13,702) | |||||||||||||
Ending balance at Mar. 31, 2020 | $ (34,152) | $ 1 | $ 3,474 | $ 30,846 | $ (68,473) | ||||||||||
Ending balance, shares at Mar. 31, 2020 | 14,342,498 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (13,702) | $ (7,435) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,470 | 1,236 |
Non-cash lease expense | 958 | 749 |
Gain on sale of assets | (8) | (6) |
Amortization of debt discount and debt issuance costs | 946 | 254 |
Deferred income taxes | (97) | |
Stock option and warrant-based compensation | 368 | 100 |
Non-cash interest expense | 711 | 27 |
Change in fair value of embedded derivative liability | 45 | |
Bad debt expense | 27 | |
Change in fair value of warrant liabilities | (8,235) | |
Loss on extinguishment of debt | 10,086 | |
Realized gain on derivative liability | (11) | |
Gain on conversion of accounts payable to common stock | (12) | |
Common stock issued for services - related party | 25 | |
Changes in assets and liabilities | ||
Accounts receivable - trade | 693 | 1,468 |
Accounts receivable - related party | 41 | |
Alternative fuels tax credit receivable | (92) | 30 |
Due from related party | (1) | |
Other assets | (2,018) | 157 |
Accounts payable | 698 | (2,459) |
Accounts payable - related party | 91 | |
Accrued expenses and other current liabilities | (8,822) | (1,056) |
Accrued interest - related party | 198 | 173 |
Operating lease liabilities | (1,079) | (749) |
Net cash used in operating activities | (15,881) | (7,350) |
Cash flows from investing activities | ||
Acquisitions, net of cash acquired | 1,243 | |
Right-of-use asset deposit | (400) | |
Purchases of equipment | (36) | (19) |
Proceeds from sale of assets | 8 | 186 |
Net cash provided by (used in) investing activities | (28) | 1,010 |
Cash flows from financing activities | ||
Proceeds from sale of common stock, preferred stock and warrants | 6,150 | |
Proceeds from issuance of debt | 4,902 | |
Payments of principal on debt | (1,731) | (4,668) |
Line of credit, net | (6) | |
Proceeds from issuance of debt - related party | 6,150 | 400 |
Payments of principal on debt - related party | (99) | (28) |
Payments on fuel advance | (3) | |
Advances from factoring arrangements, net | 6,340 | 6,361 |
Debt issuance costs | (296) | |
Payments on finance lease liability | (552) | (151) |
Net cash provided by financing activities | 15,962 | 6,807 |
Net increase in cash | 53 | 467 |
Cash - beginning of period | 3,274 | 1,630 |
Cash - end of period | 3,327 | 2,097 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 1,320 | 473 |
Supplemental schedule of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for finance lease liabilities | 5,974 | |
Right-of-use assets obtained in exchange for operating lease liabilities | 3,379 | |
Held-for-sale assets sold for noncash consideration | $ 450 | |
Fair value of common stock and redeemable common stock issued for acquisitions | 3,101 | |
Debt issued to sellers for acquisitions | 6,430 | |
Fixed assets acquired from the issuance of debt | 230 | |
Common stock for settlement of accounts payable | $ 10 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of Significant Accounting Policies Description of Business EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We believe EVO is the second largest surface transportation company serving the USPS, with a diversified fleet of tractors, straight trucks, and other vehicles that currently operate on either diesel fuel or compressed natural gas (“CNG”). In certain markets, we fuel our vehicles at one of our three CNG stations that serve other customers as well. We are actively engaged in reducing CO2 emissions by operating on CNG, pursuing opportunities to use other alternative fuels, and by optimizing the routing efficiency of our operations to reduce fuel usage. In connection with providing our mail transportation and delivery services to the USPS and our freight services to other corporate customers, we outsource the transportation of certain loads to third-party carriers. We operate from our headquarters in Phoenix, Arizona and from 10 main terminals located throughout the United States. We have grown primarily through acquisitions, and we have completed seven acquisitions since our initial business combination in 2016. We have also grown organically by obtaining new contracts from the USPS and other customers. The Company completed the following acquisitions in 2019: • On January 2, 2019, the Company acquired Sheehy Mail Contractors, Inc. (“Sheehy”). Sheehy is based in Waterloo, Wisconsin and is engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On February 1, 2019, the Company acquired Ursa Major Corporation (“Ursa”) and JB Lease Corporation (“JB Lease”). Ursa and JB Lease are based in Oak Creek, Wisconsin and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On July 15, 2019, the Company acquired Courtlandt and Brown Enterprises L.L.C. (“Courtlandt”) and Finkle Transport Inc. (“Finkle”). Finkle and Courtlandt are based in Newark, New Jersey and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On September 16, 2019, the Company, through its wholly-owned subsidiary EVO Holding Company, LLC, acquired John W. Ritter, Inc. (“JWR”), Ritter Transportation Systems, Inc. (“Ritter Transportation”), Ritter Transport, Inc. (“Ritter Transport”), and Johmar Leasing Company, LLC (“Johmar,” and together with JWR, Ritter Transportation, and Ritter Transport, the “Ritter Companies”). The Ritter Companies are based in Laurel, Maryland. The Ritter Companies are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. Going Concern As of March 31, 2020, the Company had a cash balance of $ 3.3 million , a working capital deficit of $ 93.0 million , stockholders’ deficit of $ 34.2 million , and material debt and lease obligations of $ 119.2 million , which include term loan borrowings under a financing agreement with Antara Capital. During the three months ended March 31, 2020, the Company reported cash used in operating activities of $ 15.9 million and a net loss of $ 13.7 million . The following significant transactions and events affecting the Company’s liquidity occurred during the three months ended March 31, 2020: • During the first quarter of 2020, the Company entered into Forbearance Agreements and Incremental Amendments to the Financing Agreement with Antara Capital and obtained an additional $ 6.3 million in term loan commitments and the lenders agreed to forbear from exercising certain rights, remedies, powers, privileges, and defenses under the Financing Agreement during the forbearance period. These incremental borrowings were subject to the same terms as the Company’s existing term loan commitments with Antara Capital. During the fourth quarter of 2020, in connection with the Ritter Companies' borrowing under the Main Street Priority Loan Program (as subsequently described), the forbearance period related to the remaining Antara debt was terminated and all existing defaults and events of defaults were waived, and the maturity date of the remaining outstanding term loan balance under the Antara Financing Agreement was extended from September 16, 2022 to the earlier of the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date the Main Street Loan is paid in full. • During the first quarter of 2020, the Company sold a total of 1,260,000 shares of its common stock and 1,000,000 shares of its Series B preferred stock to related parties for aggregate gross proceeds of $ 6.2 million pursuant to the terms of subscription agreements. The following significant transactions and events affecting the Company’s liquidity occurred following the three months ended March 31, 2020: • During the second quarter of 2020, the Ritter Companies obtained a loan in the amount of $ 10.0 million under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Company used the entire loan amount for qualifying expenses, and the entire amount borrowed under the loan, including accrued interest, was forgiven by the United States Small Business Administration (“SBA”) in July 2021, which will be recognized as a gain on extinguishment of the PPP loan in the Company's 2021 financial statements. • During the fourth quarter of 2020, the Company borrowed $ 17.0 million under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act (the “ Main Street Loan”) and used all of the net proceeds to refinance a portion of the amount outstanding under the Antara Financing Agreement and to pay related prepayment premiums. The entire outstanding principal balance of the Main Street Loan, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025 . • During the first quarter of 2021, the Company used the proceeds from its borrowings under the Main Street Priority Loan Program to pay down the aggregate principal amount due to Antara, including capitalized interest, from $ 31.7 million to $ 16.7 million. • During the first quarter of 2021, the Company entered into agreements with the USPS to settle claims submitted by the Company seeking additional compensation for transportation services provided under certain Dynamic Route Optimization (“DRO”) contracts. The Company received a total of $ 28.4 million related to these claims and also renegotiated the contractual rates per mile for some of its DRO contracts on a prospective basis. • During the first quarter of 2021, the Company entered into an agreement with its factoring lender (“Triumph”) related to the application of $ 17.5 million and $ 7.1 million of proceeds received from the USPS in February and January of 2021, respectively, arising out of the settlement agreements described above. Pursuant to the agreement, the parties acknowledged that Triumph previously applied approximately $ 1.6 of the $ 7.1 million of proceeds received in January 2021 plus approximately $ 0.6 million of funds held in reserve against a balance of $ 3.0 million for advances that Triumph made to the Company in September 2020 (the “Gross Purchase Advance Facility”) and agreed that Triumph would remit $ 11.0 million of net proceeds to the Company and that Triumph would retain approximately $ 6.9 million of net proceeds and apply that amount to reduce the outstanding principal amount of the Company’s factoring advances. The parties further agreed that the Company will repay the remaining balance of approximately $ 6.9 million due under the factoring arrangement in 48 equal monthly installments beginning January 1, 2022 and that Triumph would apply funds held in reserve against the approximately $ 0.8 million remaining balance of the Gross Purchase Advance Facility. The parties also agreed to work together to wind down their factoring relationship, including waiver of any applicable termination fees. • During the first and second quarters of 2021, the Company entered into agreements with certain noteholders to purchase promissory notes previously issued by the Company in the principal amount of $ 0.6 million by paying $ 0.1 million in cash and issuing warrants to purchase an aggregate of up to 231,453 shares of the Company’s common stock at a price of $ 0.01 per share. While these transactions and events resulted in an overall increase in the Company’s cash balance as of December 31, 2021, an overall reduction in the Company’s working capital deficit as of December 31, 2021, and an overall extension of the maturity dates for the Company’s debt obligations, the Company continues to have a working capital deficit and stockholders’ deficit as of December 31, 2021 and (after excluding the impacts of the USPS settlement agreements and the forgiveness of the PPP loan discussed above) continues to incur net losses during 2021. As a result of these circumstances, the Company believes its existing cash, together with any positive cash flows from operations, may not be sufficient to support working capital and capital expenditure requirements for the next 12 months, and the Company may be required to seek additional financing from outside sources. In evaluating the Company’s ability to continue as a going concern and its potential need to seek additional financing from outside sources, management also considered the following conditions: • The counterparty to the Company’s accounts receivable factoring arrangement is not obligated to purchase the Company’s accounts receivable or make advances to the Company under such arrangement; • The Company is currently in default on certain of its debt obligations (Refer to Note 7, Debt , for further discussion); and • There can be no assurance that the Company will be able to obtain additional financing in the future via the incurrence of additional indebtedness or via the sale of the Company’s common stock or preferred stock. As a result of the circumstances described above, the Company may not have sufficient liquidity to make the required payments on its debt, factoring or leasing obligations; to satisfy future operating expenses; to make capital expenditures; or to provide for other cash needs. Management’s plans to mitigate the Company’s current conditions include: • Negotiating with related parties and 3rd parties to refinance existing debt and lease obligations; • Potential future public or private debt or equity offerings; • Acquiring new profitable contracts and negotiating revised pricing for existing contracts; • Profitably expanding trucking revenue; • Cost reduction efforts, including eliminating redundant costs across the companies acquired during 2019 and 2018; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation and rental vehicles; and • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs. Notwithstanding management’s plans, there can be no assurance that the Company will be successful in its efforts to address its current liquidity and capital resource constraints. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result if the Company is unable to continue as a going concern. Refer to Notes 6 and 7 to the unaudited condensed consolidated financial statements for further information regarding the Company’s debt and factoring obligations. Refer to Note 13 to the consolidated financial statements for further information regarding changes in the Company’s debt obligations and liquidity subsequent to March 31, 2020 . Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s December 31, 2019 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to goodwill and long-lived asset valuations, purchase price allocations related to the Company’s business combinations, valuation allowance on deferred income tax assets, and the valuation of our common stock, preferred stock, warrants and stock-based awards. Net Loss per Share of Common Stock Basic net loss per share of common stock attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible notes payable and preferred stock using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net loss per share of common stock attributable to common stockholders when their effect is dilutive. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three Months Three Months Stock options 7,914,250 4,819,250 Warrants 20,031,255 4,296,255 Common stock to be issued upon conversion of 1,637,946 1,626,856 Common stock to be issued upon conversion of 123,605 107,742 Common stock to be issued upon conversion of 2,053,932 — Common stock to be issued upon conversion of 7,332,500 7,227,500 Common stock and warrant to be issued for purchase 2,348,000 — Total 41,441,488 18,077,603 Revenue Recognition In accordance with ASC 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months 2020 2019 USPS revenue $ 48,183 $ 25,243 Freight revenue 6,575 2,848 Other revenue 648 — Total Trucking revenue $ 55,406 $ 28,091 Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (ASC Topic 842) , which established the new Accounting Standards Codification (“ASC”) Topic 842, Leases , standard. The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. For public business entities, the new standard was effective for fiscal years beginning after December 15, 2018. Companies may apply the amendments in ASU 2016-02 using a modified retrospective approach with an adjustment to accumulated deficit as of either the beginning of the current year (“ASC Topic 840 Comparative Approach”) or the beginning of the earliest period presented (“ASC Topic 842 Comparative Approach”). Adoption Method and Approach – The Company adopted ASU 2016-02 Leases (ASC Topic 842) , on January 1, 2019 by applying the ASC Topic 840 Comparative Approach, resulting in the recognition of right-of-use assets and lease liabilities related to its operating and financing leases. Practical Expedients – As permitted under ASU 2016-02 (and related ASUs), management elected to apply the package of practical expedients: • Lease Identification – An entity need not reassess whether any expired or existing contracts are, or contain, leases • Lease Classification – An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with ASC Topic 840 are now classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC Topic 840 are now classified as finance leases). • Initial Direct Costs – An entity need not reassess initial direct costs for any existing leases. From a lessee perspective, the Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the Right-of-Use (“ROU”) assets and lease liabilities. The Company’s adoption of ASU No. 2016-02 did no t have a material impact to the Company’s consolidated statements of operations or its consolidated statements of cash flows, and the Company determined there was no cumulative-effect adjustment to beginning accumulated deficit on its January 1, 2019 consolidated balance sheet. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) (“ASU 2017-04”), Simplifying the Test for Goodwill Impairment . To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted the guidance for the year ended December 31, 2019 on a prospective basis. Such adoption did no t have a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees . Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of this standard on January 1, 2019 did no t have a material impact to the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement . This new accounting standard will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this guidance on January 1, 2020 did no t have a material impact on the Company’s disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. This ASU requires up-front implementation costs incurred in a cloud computing arrangement (or hosting arrangement) that is a service contract to be amortized to hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This new accounting standard will be effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The guidance may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The prospective adoption of this guidance on January 1, 2020 did no t have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements to be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) . The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2022. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-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 Contracts in an Entity’s Own Equity . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Adoption of the standard requires using either the modified retrospective or the retrospective approach. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. Reclassifications Certain amounts in the 2019 consolidated financial statements have been reclassified to conform to the 2020 presentation, which include $ 16.3 million reclassified from current portion of long-term debt to current portion of long-term debt - related party, $ 0.9 million reclassified from advances from suppliers to long-term debt, $ 2.7 million reclassified from long-term debt to long-term debt - related party, and $ 2.5 million reclassified from accrued expenses and other current liabilities to accounts payable. The reclassifications had no effect on previously reported results of operations or accumulated deficit. Out of Period Adjustments In the course of preparing our first quarter 2020 unaudited condensed consolidated financial statements, we revisited our previous accounting cla ssification for warrants and identified an error related to the presentation of certain warrants resulting in an understatement of noncurrent liabilities and their related change in fair value from September 16, 2019 to December 31, 2019. The underlying warrant agreements contain an anti-dilution protection feature for the warrant holders (commonly referred to as a “down round”) that does not meet the U.S. GAAP definition of a "down round." As a result, these warrants do not meet the criterion to be indexed to valuation inputs based on the Company’s own stock and must be classified as a liability measured at fair value at each reporting date with the change in fair value being recognized in the Company's results of operations during each reporting period. Accordingly, we corrected this error during the first quarter of 2020 by recording a $ 7.7 million decrease in additional paid-in capital, a $ 0.6 million increase in debt discount and a $ 5.7 million increase in noncurrent warrant liabilities in the consolidated balance sheet, and a $ 2.6 million change in fair value of warrant liabilities in the statement of operations. In addition, during the first quarter of 2020 we recognized $ 2.05 million of Trucking revenue that should have been recorded during the fourth quarter of 2019. Finally, we applied the incorrect incremental borrowing rate to certain leases during the period from September 16, 2019 through December 31, 2019 and recognized a $ 1.3 million increase in finance lease ROU assets and lease liabilities and a $ 0.6 million increase in operating lease ROU assets and lease liabilities during the first quarter of 2020. Based on consideration of both the quantitative and qualitative factors within the provisions of SEC Staff Accounting Bulletin No. 99, Materiality , and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , we determined that the errors, individually and in the aggregate, are not material to our previously issued annual and interim consolidated financial statements. Furthermore, we determined that correcting the errors in the current period would not materially misstate our annual or interim consolidated financial statements. Therefore, no restatement or revision of our prior period annual or interim consolidated financial statements is required. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2 - Acquisitions The acquisitions described below were each accounted for as business combinations which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date in the Company’s consolidated balance sheets. The primary intangible assets recognized are customer relationships and trade names, which were valued using the excess earnings method and relief from royalty method, respectively. T he more significant assumptions inherent in the valuations include estimated revenue growth rates, operating margins, customer attrition rates, royalty rates, and the appropriate risk-adjusted discount rates used to discount the projected cash flows. We valued property and equipment using a combination of the income approach, the market approach, and the cost approach, which is based on the current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. Transaction costs for all of the acquisitions are immaterial and were expensed as incurred in general and administrative expenses in the consolidated statements of operations. Any excess of the fair value of consideration transferred over the fair value of the net assets acquired is recognized as goodwill. The Company’s underlying accounting records do not support t he disclosure of revenue and earnings of each acquiree since each respective acquisition date included in the consolidated income statements for the reporting periods presented and any attempt to report them would be impracticable. Sheehy On January 4, 2019, but effective January 2, 2019, the Company acquired Sheehy. The Company acquired all of the outstanding equity interests from the Sheehy stockholders in exchange for 2,240,000 shares of the Company’s common stock. Under the Sheehy acquisition agreement, at any time from April 1, 2020, until October 31, 2020, the Sheehy stockholders may request the Company to net settle in cash any number of the 2,240,000 common shares from the acquisition with a fair market value of up to $ 1.2 million as of the date of the redemption request. On April 7, 2020, the Sheehy stockholders notified the Company of their intent to exercise the redemption right, requesting $ 1.2 million in exchange for an unspecified number of shares of common stock to be determined by the establishment of a fair market value as set forth in the agreement. Because the exercise notice did not specify a number of shares subject to the notice as required by the acquisition agreement, the Company has asserted it does not have the obligation to do so under the terms of the acquisition agreement. The redemption period set forth in the acquisition agreement has since lapsed. On January 2, 2019, Sheehy Enterprises, Inc. (“SEI”), a related party, and Sheehy entered into an equipment lease agreement (the “Equipment Lease”), whereby SEI agreed to lease to Sheehy certain truck and trailer equipment owned by SEI. The Company agreed to pay SEI an amount equal to $ 92,000 per month for approximately 44 months , in addition to a promissory note (the “Sheehy Note”) in the principal amount of $ 0.4 million to SEI. The Sheehy Note bears interest at the rate of 5.65 % per annum and had an initial maturity date of March 3, 2019 . The Sheehy Note provides for up to four automatic extensions of the maturity date of 30 days each, provided that the Sheehy Note is not in default as of the date of each extension. If the principal and accrued interest on the Sheehy Note are not repaid by the end of the final maturity date extension term, then the principal and accrued interest amount of the Sheehy Note increases to $ 0.45 million and the balance of the Sheehy Note automatically converts into shares of the Company’s common stock at a rate of $ 2.50 per share. As of the final maturity extension date, the principal amount of $ 0.4 million was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $ 0.45 million. There also were intercompany receivables and payables due by and between EVO and certain entities owned by SEI shareholders (see Note 5 – Related Party Transactions – Due from Related Party ). On November 18, 2019, the Company entered into an Intercompany Debt Repayment and Settlement Agreement (the “Intercompany Agreement”) by and between the Company, the stockholder, SEI and North American Dispatch Systems (“NADS”). Pursuant to this agreement, EVO assigned $ 0.4 million of their outstanding receivable balance due from NADS as partial payment of the Sheehy Note. The remaining principal amount due, plus accrued interest on the Sheehy Note of $ 40,000 was paid in the form of 35,156 shares of EVO common stock. No gain on settlement of related party debt was recorded. No further amounts are owed on the Sheehy Note. The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Accounts receivable - trade $ 376 Alternative fuels tax credit receivable 30 Due from related party 252 Prepaid expenses and other current assets 302 Property and equipment 3,091 Goodwill 4,051 Trade names 320 Customer relationships 650 Non-competition agreements 90 Right-of-use assets 5,878 Other long-term assets 3 Total assets acquired 15,043 Liabilities assumed Accounts payable ( 2,908 ) Accrued expenses ( 1,183 ) Debt ( 2,639 ) Operating lease liabilities ( 4,476 ) Finance lease liabilities ( 1,552 ) Total liabilities assumed ( 12,758 ) Net assets acquired $ 2,285 Consideration paid Fair value of 2,240,000 shares of common stock issuable $ 2,285 Total $ 2,285 Goodwill of $ 4.1 million arising from the acquisition includes the expected synergies between Sheehy and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. Ursa and JB Lease On February 1, 2019, the Company purchased all of the outstanding interests in Ursa for 800,000 shares of the Company’s common stock. In connection with the Ursa acquisition the Company acquired JB Lease, an affiliate of Ursa. As consideration for JB Lease, $ 2.5 million in cash was paid to the Ursa stockholders, approximately $ 11.2 million in existing JB Lease indebtedness was assumed, and a promissory note in the principal amount of approximately $ 6.4 million was issued to the Ursa stockholders (the “JB Lease Note”) with a maturity date of August 2020 . The JB Lease Note is interest-free until June 1, 2019, and is secured by 100% of the equity in Ursa and JB Lease. Beginning June 1, 2019, the JB Lease Note provides for monthly principal and interest payments of $ 50,000 and bears interest at a rate of 9 % per annum, which interest is payable monthly in advance beginning June 1, 2019. On August 30, 2019, the maturity date of the JB Lease Note was extended to November 2022. The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 3,743 Account receivable - trade 579 Prepaids and other current assets 1,646 Property and equipment 15,509 Goodwill 6,881 Trade names 1,300 Customer relationships 200 Non-competition agreements 80 Right-of-use assets 2,180 Other long-term assets 32 Total assets acquired 32,150 Liabilities assumed Accounts payable ( 5,641 ) Accrued expenses ( 1,493 ) Operating lease liabilities ( 2,180 ) Long-term debt ( 11,199 ) Deferred tax liabilities ( 1,891 ) Total liabilities assumed ( 22,404 ) Net assets acquired $ 9,746 Consideration paid Fair value of 800,000 shares of common stock issuable $ 816 Cash 2,500 Promissory note 6,430 Total $ 9,746 Goodwill of $ 6.9 million arising from the acquisition includes the expected synergies between Ursa, JB Lease and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. Finkle and Courtlandt On July 19, 2019, but effective July 15, 2019 , the Company acquired all of the outstanding equity interests in Finkle and Courtlandt in exchange for the following purchase consideration: (i) 1,250,000 shares of the Company’s common stock; (ii) $ 1.25 million in cash paid at closing; and (iii) an earnout of up to approximately 1,000,000 additional shares of the Company’s common stock, subject to the attainment of a specified performance target (Finkle and Courtlandt post-acquisition EBITDA) in the 12 months after the acquisition date. T he Company recorded an estimated contingent liability related to the earnout of $ 0 as of the acquisition date and December 31, 2019, respectively. The acquisition date fair value of the liability is included in purchase consideration and subsequent changes in the liability are included in general and administrative expense in the condensed consolidated statement of operations. The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 2 Prepaid expenses and other current assets 113 Property and equipment 6,778 Goodwill 2,384 Trade names 60 Customer relationships 700 Non-competition agreements 5 Right-of-use assets 2,172 Total assets acquired 12,214 Liabilities assumed Accrued expenses ( 199 ) Debt ( 5,049 ) Operating lease liabilities ( 2,105 ) Finance lease liabilities ( 113 ) Deferred tax liability ( 1,511 ) Total liabilities assumed ( 8,977 ) Net assets acquired $ 3,237 Consideration paid Fair value of 1,250,000 shares of common stock $ 1,987 Cash 1,250 Fair value of contingent consideration — Total $ 3,237 Goodwill of $ 2.4 million arising from the acquisition includes the expected synergies between Finkle, Courtlandt and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. Ritter Companies On September 16, 2019 , the Company acquired all of the outstanding equity interests in the Ritter Companies in exchange for the issuance of 2,440,982 shares of the Company’s common stock and approximately $ 20.6 million paid in cash at closing. The Company financed the acquisition via the September 2019 Financing Agreement, see Note 7, Debt . The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 1,134 Accounts receivable - trade 3,774 Prepaid expenses and other current assets 830 Property and equipment 13,650 Goodwill 8,704 Trade names 190 Customer relationships 310 Non-competition agreements 110 Right-of-use assets 1,515 Other long-term assets 426 Total assets acquired 30,643 Liabilities assumed Accounts payable and accrued expenses ( 2,105 ) Debt ( 499 ) Operating lease liabilities ( 1,515 ) Deferred tax liabilities ( 2,447 ) Total liabilities assumed ( 6,566 ) Net assets acquired $ 24,077 Consideration paid Cash $ 20,611 Fair value of 2,440,982 shares of common stock 3,466 Total $ 24,077 Goodwill of $ 8.7 million arising from the acquisition includes the expected synergies between the Ritter Companies and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. Consolidated Pro Forma Information (Unaudited) The following unaudited pro forma information combines the historical operations of the Company and the acquired companies giving effect to the business combinations as if they had been consummated on January 1, 2019, the beginning of the comparative period presented. ($ in thousands, except per share data) For the Three Months 2019 Revenue $ 44,967 Net loss $ ( 5,614 ) Net loss available to common stockholders $ ( 5,620 ) Basic and diluted weighted-average common stock 7,364,560 Basic and diluted loss per common stock, as reported $ ( 0.76 ) The unaudited pro forma condensed consolidated financial information has been presented for comparative purposes only and includes certain adjustments such as depreciation and amortization expense related to the recognition of assets acquired at estimated fair values, interest expense relating to the September 2019 Financing Agreement, the issuance of common shares as purchase consideration, and the related income tax effects. The unaudited pro forma condensed consolidated financial information does not purport to represent the actual results of operations that the Company would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined companies may achieve after the identified transactions. The unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the acquisitions and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. Divestiture On January 13, 2020, the Company entered into and consummated a definitive agreement to sell substantially all of the assets of its Truckserv maintenance operations, representing those assets related to third party maintenance services provided to operators of commercial vehicles, for a purchase price of $ 0.45 million. The purchase price is receivable as follows: (i) $ 10,000 per month, for fifteen months , payable by application against the interest otherwise payable under the JB Lease Note and (ii) $ 0.3 million applied as partial payment of the outstanding principal balance of the JB Lease Note, which payment was effective on the closing date. The related assets have been presented as held for sale on the consolidated balance sheet as of December 31, 2019. No material gain or loss was recognized during the three months ended March 31, 2020 and 2019 . This divestiture is not considered a strategic shift that will have a major effect on our operations or financial results; therefore, it is not reported as a discontinued operation. |
Balance Sheet Disclosures
Balance Sheet Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Disclosures [Abstract] | |
Balance Sheet Disclosures | Note 3 - Balance Sheet Disclosures Goodwill consists of the following: ($ in thousands) March 31, December 31, Beginning balance $ 23,837 $ 2,887 Acquisitions — 22,020 Reclassified to Assets held for sale — ( 149 ) Reduction of goodwill — ( 1,018 ) Acquisition measurement period adjustment — 97 $ 23,837 $ 23,837 All of the Company’s goodwill is included in its Trucking segment. Intangible assets consist of the following: March 31, 2020 December 31, 2019 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 1,039 ) $ 3,565 $ 4,604 $ ( 898 ) $ 3,706 Trade names 2,416 ( 426 ) 1,990 2,416 ( 348 ) 2,068 Non-competition agreements 325 ( 70 ) 255 325 ( 54 ) 271 $ 7,345 $ ( 1,535 ) $ 5,810 $ 7,345 $ ( 1,300 ) $ 6,045 Amortization expense for the three months ended March 31, 2020 and 2019 , was $ 0.2 million and $ 0.2 million, respectively. The weighted-average remaining useful life of the finite-lived intangible assets was 8.7 years as of March 31, 2020 , of which the weighted-average remaining useful life for the customer relationships was 8.7 years, for the trade names was 9.4 years, and for the non-competition agreements was 4.0 years. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 4 - Segment Reporting The Company uses the "management approach" to determine its operating and reportable segments. The management approach focuses on the financial information that the Company's chief operating decision maker uses to evaluate performance and allocate resources to the Company's operations. The Company’s two operating and reportable segments are Trucking and CNG Fueling Stations. Corporate and Unallocated represents expenses that are not allocated to a reportable segment including corporate general and administrative expenses and other corporate costs such as change in fair value of warrant liabilities, change in fair value of embedded derivative liability, loss on extinguishment of debt, and interest expense on certain debt obligations. Trucking . The Company’s Trucking segment provides surface transportation services to the USPS and other customers. CNG Fueling Stations . We own three CNG fueling stations that serve our fleet and other customers. Those stations are located in Fort Worth, TX, Oak Creek, WI, and Tolleson, AZ and accommodate class 8 trucks and trailers. We have two additional CNG fueling stations located in Jurupa Valley, CA and San Antonio, TX that are no longer operational. The following tables present the Company’s financial information by segment. Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment. For the Three Months Ended March 31, 2020 ($ in thousands) Trucking CNG Fueling Corporate and Total Revenue $ 55,406 $ 320 $ — $ 55,726 Operating expenses, excluding depreciation and amortization $ ( 57,186 ) $ ( 325 ) $ ( 2,873 ) $ ( 60,384 ) Depreciation and amortization $ ( 3,408 ) $ ( 61 ) $ ( 1 ) $ ( 3,470 ) Operating loss $ ( 5,187 ) $ ( 67 ) $ ( 2,873 ) $ ( 8,127 ) For the Three Months Ended March 31, 2019 ($ in thousands) Trucking CNG Fueling Corporate and Total Revenue $ 28,091 $ 285 $ — $ 28,376 Operating expenses, excluding depreciation and amortization $ ( 31,474 ) $ ( 687 ) $ ( 1,299 ) $ ( 33,460 ) Depreciation and amortization $ ( 1,093 ) $ ( 141 ) $ ( 2 ) $ ( 1,236 ) Operating loss $ ( 4,476 ) $ ( 543 ) $ ( 1,301 ) $ ( 6,320 ) For the three months ended March 31, 2020 and 2019 , the revenue from one customer accounted for approximately 87 % and 90 %, respectively, of total consolidated revenue. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Accounts Payable – Related Party On February 15, 2019, the Company entered into an agreement to lease software technology for operations from a company owned by one of the Company’s officers. Under the agreement, the Company pays a monthly fee for this technology based on the number of devices installed across the Company’s fleet. During the three months ended March 31, 2020 , the Company recognized expense of approximately $ 0.3 million related to this software technology, respectively, and the amount included in accounts payable as of March 31, 2020 was $ 0.1 million. During the three months ended March 31, 2019 , the Company recognized expense of approximately $ 0.1 million related to this software technology, respectively, and the amount included in accounts payable as of March 31, 2019 was $ 0.1 million. Due from Related Party Certain related party receivable and payable balances were acquired as part of the Sheehy acquisition (see Note 2, Acquisitions and Divestiture – Sheehy ) as of January 2, 2019. SEI and NADS are companies controlled by the former owner of Sheehy, who was an officer of the Company until October 9, 2020. The transactions representing the balance due to SEI and due from NADS at January 2, 2019 were for ordinary course business transactions incurred prior to the acquisition. The balance due to the officer on the acquisition date represents personal funds advanced to Sheehy for general working capital purposes prior to the acquisition. On January 7, 2019, the Company transferred a total of $ 0.15 million to SEI to fully repay the balance due to the officer and reduce the payable due to SEI. ($ in thousands) January 2, 2019 Due to Sheehy Enterprises, Inc. $ ( 440 ) Due from North American Dispatch Systems 777 Due to Officer ( 85 ) $ 252 On November 7, 2019, and pursuant to the Intercompany Agreement, the Company assigned $ 0.4 million of the NADS receivable balance to SEI as full payment of the SEI payable. The remaining NADS receivable of $ 0.4 million was assigned to SEI as a partial payment of the Sheehy Note (see Note 2, Acquisitions and Divestiture – Sheehy ). The remaining principal amount due of $ 48,000 plus accrued interest of $ 40,000 was paid in the form of 35,156 shares of EVO common stock. No gain or loss on settlement of related party debt was recorded. Accrued Interest - Related Party The Company’s accrued interest - related party consists of the accrued interest payments on stockholders’ and related party debt. Accrued interest - related party was $ 1.7 million and $ 1.5 million as of March 31, 2020, and December 31, 2019, respectively. Off Balance Sheet Arrangements - Collateral Security Pledge Agreement On January 31, 2019, the Company entered into a letter agreement with SEI to satisfy the Sheehy captive insurance security deposit requirement for 2019 (see Note 12, Commitments and Contingencies – Off Balance Sheet Arrangements – Captive Insurance ). The letter agreement references a Collateral Security Pledge Agreement among SEI, Sheehy and the insurance captive (“CSPA”). Under the CSPA, SEI has pledged a total of $ 0.3 million in cash and investments held in the SEI captive insurance member account. The pledged collateral remains the exclusive property of SEI and any interest earned on the pledged collateral during the term of the agreement will accrue exclusively to the benefit of SEI. The Company has no claim to the pledged collateral or any accrued interest. The letter agreement expired on March 1, 2020 , however, the CPSA requires the consent of the Company in order for it to be terminated and the Company has not to date granted its consent. Purchase of Fixed Assets On October 15, 2019, the Company entered into an agreement with an existing stockholder to purchase used CNG tractors in exchange for 1,174,800 shares of the Company’s common stock and a warrant to purchase 1,174,800 shares of the Company’s common stock at an exercise price of $ 2.50 per share. Although the Company has taken possession of the tractors, as of December 31, 2019, the issuance of the common stock and the warrant had not yet occurred. Accordingly, the Company has recorded $ 3.5 million related to the tractors within property, equipment, and land, net on its consolidated balance sheet, with an associated $ 3.5 million related to the Company’s obligation to issue the common stock and the warrant to purchase common stock within common stock issuable. For information regarding additional related-party transactions, see Note 2, Acquisitions and Divestiture , Note 7, Debt , and Note 8, Stockholders’ Deficit and Warrants . |
Factoring Arrangements
Factoring Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Factoring With Recourse [Abstract] | |
Factoring Arrangements | Note 6 – Factoring Arrangements Certain of the Company’s wholly-owned subsidiaries have entered into accounts receivable factoring arrangements with a financial institution (the “Factor”) with termination dates starting in September 2021 that automatically renew for successive one-year periods (absent either party's written election to terminate, which did not occur). Pursuant to the terms of the agreements, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a recourse basis for credit-approved accounts. The Factor remits 95 % of the contracted accounts receivable balance for a given month to the Company (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the customer. For long-term contracts with credit worthy customers, the Factor may advance, at their discretion, unearned future contract amounts. Unearned advances are secured by all factored and non-factored long-term contract cash receipts, which are remitted directly to the Factor by the customer. Earned and unearned components included in Advances from factoring arrangement are as follows: ($ in thousands) March 31, December 31, Purchased accounts receivable $ 6,903 $ 7,680 Unearned future contract advances 18,073 10,366 Total $ 24,976 $ 18,046 The Factor may require, at their discretion at any time, the Company to repay unearned future contract advances or purchased accounts receivable that have not been paid by the customer. Financing costs are primarily comprised of an interest rate of Prime (subject to a 4 % floor) plus 2.0 % (resulting in rates of 6 % and 6.75 % as of March 31, 2020 and December 31, 2019 , respectively). There is also a factor fee of 0.25 % of the face amount of the invoice factored and an associated penalty increase for purchased accounts that remain unpaid for 31 days. Total interest and financing fees for factored receivables for the three months ended March 31, 2020 and 2019 were $ 0.6 million and $ 0.3 million, respectively. The fees are included in interest expense in the condensed consolidated statements of operations. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 - Debt Antara Financing Agreement Concurrently with the Ritter acquisition on September 16, 2019, the Company entered into a $ 24.5 million financing agreement (the “Financing Agreement”) among the Company, each subsidiary of the Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent. Pursuant to the Financing Agreement, the Company initially borrowed $ 22.4 million and borrowed the remaining $ 2.1 million during October 2019 (the “Term Loan”). All of the Company’s subsidiaries were originally guarantors under the Financing Agreement. The Term Loan is secured by all assets of the Company and its subsidiaries, including pledges of all equity in the Company’s subsidiaries and is not subject to registration rights. The Financing Agreement contains covenants, subject to specific exceptions, that limit (i) the making of investments, (ii) the incurrence of additional indebtedness, (iii) the incurrence of liens, (iv) payments and asset transfers with restricted junior loan parties or subsidiaries, including dividends, (v) transactions with shareholders and affiliates, (vi) asset dispositions and acquisitions, among others. The Term Loan bears interest at 12 % per annum and had an original maturity date of September 16, 2022 . Until December 31, 2019, interest on the Term Loan was paid in kind and capitalized as additional principal, and the Company had the option to pay interest on the capitalized interest in cash or in kind. All interest payments on the Term Loan during 2019 were in kind. After December 31, 2019, monthly interest payments were due in cash, and all outstanding principal and interest will be due on the maturity date. The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7 % for each early payment made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5 % for each early payment made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds were to be used to (i) effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs. In connection with the Financing Agreement, the Company issued 98,000 shares of common stock of the Company valued at $ 0.1 million as an advisory fee to a third-party financial advisor. Concurrently, and in connection with the Financing Agreement, the Company issued two warrants (the “$0.01 Warrant” and the “$ 2.50 Warrant” and collectively, the “Antara Warrants”) to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the “Antara Warrant Shares”). The $0.01 Antara Warrant grants Antara Capital the right to purchase up to 3,350,000 Antara Warrant Shares at an exercise price of $ 0.01 per share and is exercisable for five years from the date of issuance. The $ 2.50 Antara Warrant grants Antara Capital the right to purchase up to 1,025,000 Antara Warrant Shares at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, and is exercisable for ten years from the date of issuance. If the fair market value of the Antara Warrant Shares is greater than the related exercise price at the end of the exercise period (the Warrant Shares are “in the money”), then any outstanding Antara Warrants that are in the money will be automatically deemed to be exercised immediately prior to the end of the exercise period. Pursuant to the Antara Warrants, the Company granted Antara Capital preemptive rights to purchase its pro rata share, determined based on the number of shares held by Antara Capital or into which Antara Capital’s Antara Warrants are exercisable, of capital stock issued by the Company after the issuance date of the Antara Warrants, subject to certain excepted issuances. The Company issued a warrant for 1,500,000 shares of common stock to Antara at an exercise price of $ 0.01 per share (the “Side Letter Warrant”) subject to an acquisition agreement between the Company and LoadTrek. LoadTrek is a GPS system designed for the trucking industry, owned by a related party. If the Company were to successfully complete an acquisition of certain assets of LoadTrek or meet financial performance metrics set forth in the warrant agreement, all or a portion of the shares underlying the Side Letter Warrant were subject to cancellation. The Company did not acquire the LoadTrek assets and the Side Letter Warrant was subsequently amended to remove the cancellation provision and, therefore, none of the shares underlying the warrant were cancelled. Since the Term Loan, Antara Warrants, and Side Letter Warrant were negotiated in contemplation of each other and executed within a short period of time, the Company evaluated the debt and warrants as a combined arrangement. Since the Antara Warrants and Side Letter Warrants are liability classified we recorded these items at their fair value and the residual proceeds were allocated to the Term Loan. The non-lender fees incurred to establish the financing arrangement were allocated to the Term Loan and capitalized on the Company’s balance sheet as debt issuance costs, which are amortized using the effective interest method into interest expense over the term of the Term Loan. The Term Loan was further evaluated for the existence of embedded features to be bifurcated from the amount allocated to the debt component. The Term Loan agreement contains a mandatory prepayment feature that was determined to be an embedded derivative, requiring bifurcation and fair value recognition for the derivative liability. The fair value of this derivative liability is remeasured at each reporting period, with changes in fair value recognized in the consolidated statement of operations. Any changes in the assumptions used in measuring the fair value of the derivative liability could result in a material increase or decrease in its carrying value. The allocation of the proceeds to the debt component and the bifurcation of the embedded derivative liability resulted in a $ 9.0 million debt discount that will be amortized to interest expense over the term of the Term Loan. Forbearance Agreement and Incremental Amendment to Financing Agreement During February 2020, the Company entered into a Forbearance Agreement and Incremental Amendment to Financing Agreement (the “Incremental Amendment”), pursuant to which the Company obtained an additional $ 3.2 million of term loan commitments (the “Incremental Term Loans”) and borrowed $ 3.2 million from Antara Capital on the same terms as its existing term loan commitments provided under the Financing Agreement. The Incremental Term Loans bear interest at 12 % per annum, with monthly interest payments due in cash and all outstanding principal and interest due on the maturity date. The Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7 % of each prepayment made on or prior to September 16, 2020, and (ii) 5 % of each prepayment made after September 16, 2020, but on or prior to September 16, 2021, with no premium due after September 16, 2021. Pursuant to the Incremental Amendment, the collateral agent and other lenders agreed to forbear from exercising certain rights, remedies, powers, privileges, and defenses under the Financing Agreement and the other related loan documents during the forbearance period with respect to certain events of default and/or expected or anticipated events of default arising under the Financing Agreement. The Incremental Amendment also suspended the accrual of interest at the post-default rate until the end of the forbearance period. The Company paid a 2 % financing fee in connection with its entry into the Incremental Amendment. The Company also reimbursed the Collateral Agent for $ 0.1 million of fees, costs, and expenses previously accrued under the Financing Agreement and in addition paid fees, costs, and expenses of the Collateral Agent and the lenders newly incurred in connection with the Incremental Amendment. In connection with the Incremental Amendment, the Company issued a warrant (the “Antara Warrant 2020”) to Antara Capital to purchase 3,650,000 shares (the “Antara Warrant Shares 2020”) of the Company’s common stock at an exercise price of $ 2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, as an incentive. The issuance of this warrant results in an additional debt discount that will be amortized to interest expense over the term of the debt using the effective interest method. The Antara Warrant 2020 is exercisable for ten years from the date of issuance. If the fair market value of the Antara Warrant Shares 2020 is greater than $ 2.50 at the end of the exercise period, then the Antara Warrant 2020 will be deemed to be exercised automatically and immediately prior to the end of the exercise period. Pursuant to the Antara Warrant 2020, the Company granted Antara Capital preemptive rights to purchase its pro rata share, determined based on the number of shares held by Antara Capital or into which warrants held by Antara Capital (including the Antara Warrant 2020) are exercisable, of capital stock issued by the Company after the issuance date of the Antara Warrant 2020, subject to certain excepted issuances. The Company accounted for the Incremental Amendment as a modification of the Financing Agreement. The Company capitalized the estimated fair value of the Antara Warrant 2020 and fees paid to Antara on its balance sheet as a discount on the Incremental Term Loans, which is amortized using the effective interest method into interest expense over the term of the Incremental Term Loans. Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement During March 2020, the Company entered into an amendment to forbearance agreement and second incremental amendment to financing agreement (the “Second Incremental Amendment”), pursuant to which the Company obtained an additional $ 3.1 million in term loan commitments (the “Second Incremental Term Loans”) and borrowed $ 3.1 million from Antara Capital on the same terms as its existing term loan commitments provided under the Financing Agreement. The Second Incremental Term Loans bear interest at 12 % per annum, with monthly interest payments due in cash and all outstanding principal and interest due on the maturity date. The Second Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7 % of each prepayment made on or prior to September 16, 2020 and (ii) 5 % of each prepayment made after September 16, 2020 but on or prior to September 16, 2021, with no premium due after September 16, 2021. The Second Incremental Amendment also suspends the accrual of interest at the post-default rate until the end of the forbearance period. The forbearance period was scheduled to terminate on the earliest of (a) September 30, 2020, (b) the occurrence of any event of default other than the specified defaults, or (c) the date on which any breach of any of the conditions or agreements, including without limitation the affirmative covenants, provided in the Incremental Amendment or Second Incremental Amendment occurs. The Company paid all fees, costs, and expenses of the collateral agent and the lenders incurred in connection with the Incremental Amendment and the Second Incremental Amendment. The Company accounted for the Second Incremental Amendment as a modification of the Financing Agreement. The Company capitalized the fees paid to Antara on its balance sheet as a discount on the Second Incremental Term Loans, which is amortized using the effective interest method into interest expense over the term of the Second Incremental Term Loans. Waiver and Agreement to Issue Warrant Effective March 31, 2020, the Company entered into a Waiver and Agreement to Issue Warrant (the “Waiver Agreement”) with Antara Capital and the collateral agent, which modified a certain affirmative covenant and waived another affirmative covenant in the Financing Agreement and, in exchange, the Company agreed to issue to Antara Capital a warrant to purchase up to 3,250,000 shares of the Company’s Common Stock at an exercise price of $ 2.50 per share as an incentive. The Company accounted for this issuance to Antara as an extinguishment of the existing debt and the execution of a new debt instrument. The Company recorded a $ 10.1 million loss on extinguishment of debt related to unamortized debt discount and debt issuance costs, which was recorded within loss on extinguishment of debt in the consolidated statement of operations for the three months ended March 31, 2020. The Company classified the $ 31.7 million unpaid principal balance, which includes $ 0.9 million of capitalized interest, as a current liability as of March 31, 2020 due to the occurrence of one or more covenant violations, including violation of the EBITDA-based financial covenant. The Company also classified the $ 25.4 million unpaid principal balance, which includes $ 0.9 million of capitalized interest, as a current liability as of December 31, 2019 due to the existence of one or more covenant violations. Debt (with unrelated parties) consists of: ($ in thousands) March 31, December 31, (a) $1.3 million note payable $ 782 $ 814 (b) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 1,028 (1) 1,005 (c) $0.3 million note payable 206 225 (d) Three equipment notes payable 16 24 (e) Thunder Ridge supplier advance 881 890 (f) Various notes payable acquired from JB Lease 3,054 3,575 (g) $0.8 million note payable 633 673 (h) $0.3 million note payable 163 224 (i) $3.8 million note payable 3,053 3,203 (j) Equipment notes payable acquired from Sheehy 287 614 (k) Notes payable acquired from Sheehy 744 787 (l) Notes payable to two financing companies 1,331 1,400 (m) Finkle equipment notes 3,999 4,450 Total before debt issuance costs and debt discount 16,177 17,884 Debt issuance costs ( 22 ) ( 38 ) Debt discount ( 32 ) ( 56 ) 16,123 17,790 Less current portion ( 6,955 ) ( 5,681 ) Long-term debt, less current portion $ 9,168 $ 12,109 (1) Classified as a current liability as of March 31, 2020 due to the existence of one or more covenant violations. (a) $ 1.3 million note payable The $ 1.3 million note payable was issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35 %. The note matures March 2024 , is secured by substantially all of Titan’s business assets and is personally guaranteed by certain former members of Titan including a member of our board of directors and certain of his relatives, and beneficial owners of more than 5 % of our undiluted shares of common stock. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. In 2016, the Company issued 35,491 units (equivalent to 31,203 common shares) to those members as compensation for the guarantee. (b) $ 4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) The Secured Convertible Notes were issued during August 2018. The Company paid debt issuance costs of $ 0.5 million in connection with the Secured Convertible Notes. They bear interest at 9 %, compounded quarterly, with principal due two years after issuance and are secured by all the assets of the Company. The holder may agree, at its discretion, to add accrued interest in lieu of payment to the principal balance of the Secured Convertible Notes on the first day of each calendar quarter. The Secured Convertible Notes may not be prepaid prior to the first anniversary of the date of issuance, but may be prepaid without penalty after the first anniversary of the date of issuance. The Secured Convertible Notes are convertible into shares (the “Note Shares”) of the Company’s common stock at a conversion rate of $ 2.50 per share of common stock at the Holder’s option: 1) at any time after the first anniversary of the date of issuance or 2) at any time within 90 days after a “triggering event,” including a sale, reorganization, merger, or similar transaction where the Company is not the surviving entity. The Secured Convertible Notes are also subject to mandatory conversion at any time after the first anniversary of the date of issuance if the average volume of shares of common stock traded on the Nasdaq Capital Market, NYSE American Market or a higher tier of either exchange is 100,000 or more for the 10 trading days prior to the applicable date. Such a mandatory conversion has not occurred. The Secured Convertible Notes also provide that the Company will prepare and file with the Securities and Exchange Commission (“SEC”), as promptly as reasonably practical following the issuance date of the Secured Convertible Notes, but in no event later than 45 days following the issuance date, a registration statement on Form S-1 (the “Registration Statement”) covering the resale of the common stock and the warrant shares and as soon as reasonably practical thereafter to effect such registration. The Company is required to pay liquidated damages of 1 % of the outstanding principal amount of the Secured Convertible Notes each 30 days if the Registration Statement is not declared effective by the SEC within 180 days of the filing date of the Registration Statement. During the three months ended March 31, 2020, the Company incurred $ 0.1 million and paid $ 0.1 million in liquidated damages to noteholders. As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $ 2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black Scholes pricing model was $ 0.7 million, calculated with a ten-year term; 65 % volatility; 2.89 %, 2.85 % or 3.00 % discount rates and the assumption of no dividends. As of March 31, 2020 and December 31, 2019 , the unamortized debt discount was $ 0.1 million and $ 0.2 million, respectively, and the unamortized debt issuance costs were $ 0.1 million and $ 0.2 million, respectively. During the three months ended March 31, 2020 $ 0.1 million was added to the principal balance. The Company classified the $ 1.0 million unpaid principal balance, in addition to the $ 3.1 million portion of the Secured Convertible Notes held by a related party, as a current liability as of March 31, 2020 due to the existence of one or more covenant violations. (c) $0.3 million note payable The $ 0.3 million note payable was issued during November 2018, with interest at 3 % and a maturity date of October 2022 . The note calls for quarterly principal payments on January, April, July, and October 1st of $ 18,750 plus the related accrued interest. (d) Three equipment notes payable The three equipment notes are payable to banks and were acquired in the Thunder Ridge acquisition with interest rates ranging from 2.99 % to 6.92 %, with maturity dates between September 2020 and January 2023 . The notes are collateralized by equipment. (e) Thunder Ridge supplier advance Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $ 1.0 million was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5 %, is collateralized by substantially all of Thunder Ridge’s assets, and has a July 2022 maturity date. (f) Various notes payable acquired from JB Lease The various notes payable acquired from JB Lease were issued to multiple lenders with interest rates ranging from 3.9 % to 5.1 % per annum. The notes have maturity dates ranging from September 2019 to August 2024 . These notes are collateralized by transportation equipment and guaranteed by the stockholders of the Company. (g) $0.8 million note payable The $ 0.8 million note payable to a financing company was issued February 11, 2019, with interest at 10.2 % per annum and a maturity date of February 11, 2023 . The note is collateralized by certain equipment and guaranteed by a member of management. (h) $0.3 million note payable The $ 0.3 million note payable to a financing company was issued January 22, 2019, with interest at 10.6 % per annum and a maturity date of January 22, 2023 . The note is collateralized by certain equipment and guaranteed by a member of management. (i) $3.8 million note payable The $ 3.8 million note payable to a financing company was issued January 23, 2019, with interest at 10.1 % per annum and a maturity date of February 23, 2024 . The note is collateralized by certain equipment and guaranteed by a member of management. (j) Equipment notes payable acquired from Sheehy The equipment notes payable acquired from Sheehy, payable to various financing companies, have maturity dates varying from June 2020 to August 2020 and interest rates ranging from 3.1 % to 4.1 % per annum. The notes are guaranteed by stockholders and secured by the equipment and a general business security interest. (k) Notes payable acquired from Sheehy The notes payable acquired from Sheehy are payable to a bank with interest rates of 4.35 % to 4.375 % per annum. The notes payable mature between September 2020 and December 2021 and are collateralized by substantially all of the Sheehy assets. (l) Notes payable to two financing companies Notes payable to two financing companies issued in February 2019 and October 2019 with maturity dates in March 2023 and October 2024 , respectively. The interest rates range from 4.5 % to 8.94 %, and the notes are collateralized by certain equipment. (m) Finkle equipment notes Equipment notes payable with interest rates ranging from 5.2 % to 11.8 % and maturity dates between May 2020 and September 2025 . The notes are collateralized by equipment. Debt (with related parties) consists of: ($ in thousands) March 31, December 31, (a) Antara Financing Agreement $ 31,653 (1) $ 25,377 (b) Four promissory notes with an aggregate principal amount of $9.5 million 9,500 9,500 (c) $3.8 million senior promissory note 3,800 (2) 3,800 (d) $4.0 million promissory note 4,000 (2) 4,000 (e) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 3,067 (2) 3,000 (f) $2.5 million promissory note - stockholder 1,892 (2) 1,972 (g) $6.4 million promissory note - stockholder 6,111 (2) 6,417 (h) Notes payable acquired from Ritter 474 487 Total before debt issuance costs and debt discount 60,497 54,553 Debt issuance costs ( 112 ) ( 615 ) Debt discount ( 9,202 ) ( 16,270 ) 51,183 37,668 Less current portion ( 48,199 ) ( 25,656 ) Long-term debt, less current portion - related party $ 2,984 $ 12,012 (1) Classified as a current liability as of March 31, 2020 due to due to the existence of one or more covenant violations, including violation of the EBITDA-based financial covenant. (2) Classified as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (a) Antara Financing Agreement The $ 31.7 million of Term Loans bear interest at 12 % per annum and have a maturity date of September 16, 2022 . Until December 31, 2019, interest on the term loan was paid in kind and capitalized as additional principal, and the Company had the option to pay interest on the capitalized interest in cash or in kind. After December 31, 2019, monthly interest payments are due in cash. All outstanding principal and interest is due on the maturity date. As of March 31, 2020 , the unamortized debt discount was $ 1.7 million and the unamortized debt issuance costs were less than $ 0.1 million . As of December 31, 2019, the unamortized debt discount was $ 8.6 million and the unamortized debt issuance costs were $ 0.5 million. (b) Four promissory notes with an aggregate principal amount of $ 9.5 million The four promissory notes were issued to the former EAF members with interest at 1.5 %, issued February 1, 2017, and mature February 1, 2026 . These convertible promissory notes are secured by substantially all of the assets of EAF. The Company imputed an interest rate of 5.1 % on the promissory notes. The discount is accreted over the period from the date of issuance to the date the promissory notes are due using the effective interest rate method. These promissory notes are convertible into 7,000,000 shares of the Company's common stock. As of March 31, 2020 and December 31, 2019 , the unamortized debt discount was $ 6.9 million and $ 7.1 million, respectively. (c) $ 3.8 million senior promissory note The $ 3.8 million senior promissory note was issued on February 1, 2017, to a former EAF member with interest at 7.5 % and default interest of 12.5 % per annum, an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $ 10 million; or (c) an event of default. During April 2018, the promissory note’s maturity date was extended to July 2019 . The senior promissory note is unsecured. No principal and interest payments are due until maturity. In connection with the Financing Agreement, amounts due under the senior promissory note were subordinated and extended to November 2022 . Additionally, the holder agreed not to receive, accept, or demand payment under the subordinated obligation until all obligations under the Financing Agreement have been paid in full, except that the holder may continue to receive regularly scheduled interest payments so long as holder has not been informed that an event of default has occurred and is continuing under the Financing Agreement. Also in connection with the Financing Agreement and as consideration for the subordination of the subordinated promissory note and the promissory note described below, the Company issued a warrant to the holder to purchase an aggregate of 350,000 shares of common stock of the Company at an exercise price of $ 0.01 per share. The warrant is exercisable for five years from the date of issuance. The Company calculated the fair value of the warrant using the Black-Scholes option pricing model, and the portion of the fair value attributable to the senior promissory note was $ 0.2 million. As of March 31, 2020 and December 31, 2019 , the remaining unamortized debt discount was $ 0.2 million and $ 0.2 million, respectively. The Company classified the $ 3.8 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (d) $ 4.0 million promissory note The $ 4.0 million promissory note was issued on February 1, 2017, to a former EAF member with interest at 7.5 % and an original maturity date of February 2020 . The note is guaranteed by substantially all the assets of EAF and the Company. No principal and interest payments are due until maturity. In connection with the Financing Agreement, amounts due under the promissory note were subordinated and extended to November 2022 . Additionally, the holder agreed not to receive, accept, or demand payment under the subordinated obligation until all obligations under the Financing Agreement have been paid in full, except that the holder may continue to receive regularly scheduled interest payments so long as holder has not been informed that an event of default has occurred and is continuing under the Financing Agreement. Also in connection with the Financing Agreement and as consideration for the subordination of the promissory note and the senior promissory note described above, the Company issued a warrant to the holder to purchase an aggregate of 350,000 shares of common stock of the Company at an exercise price of $ 0.01 per share. The warrant is exercisable for five years from the date of issuance. The Company calculated the fair value of the warrant using the Black-Scholes option pricing model, and the portion of the fair value attributable to the senior promissory note was $ 0.3 million. As of March 31, 2020 and December 31, 2019 , the remaining unamortized debt discount was $ 0.2 million and $ 0.2 million, respectively. The Company classified the $ 4.0 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (e) $ 4.0 million Secured Convertible Promissory Notes ("Secured Convertible Notes") Represents the portion of the Secured Convertible Notes issued during 2018 (discussed above) whereby the noteholder is a related party. On March 17, 2021, as result of the Settlement Agreement and Release dated March 12, 2021 discussed in Note 13, Subsequent Events , the noteholder is no longer a related party. (f) $ 2.5 million promissory note - stockholder In connection with the Company's June 1, 2018 acquisition of all of the issued and outstanding shares of Thunder Ridge, this $ 2.5 million promissory note was issued to a stockholder, with interest at 6 % (interest in the event of a default at 9 %) and a maturity date of the earlier of (a) the date the Company raises $ 40.0 million in public or private offerings of debt or equity; (b) December 31, 2018 , or (c) termination of Trey Peck’s employment with the Company by the Company without cause or by Trey Peck for good reason. The note is collateralized by all of the assets of Thunder Ridge and is also secured by the Thunder Ridge Shares (“TR Shares”). The maturity date of the promissory note has been subsequently amended to extend it to November 30, 2022 . Effective with the most recent extension in August 2019 , the Company paid Peck approximately $ 0.15 million in principal and increased the monthly principal payments to $ 20,000 . The note calls for monthly principal payments, with all accrued and unpaid interest due and payable on the maturity date. If the Company fails to repay the amounts outstanding under the note on or before November 30, 2022, then at the option of Peck, the Company shall immediately surrender all right, title and interest in all of the outstanding shares of stock in Thunder Ridge to Peck. The Company classified the $ 1.9 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (g) $ 6.4 million promissory note – stockholder The $ 6.4 million promissory note was issued February 2, 2019 to a stockholder, with interest at 9 % per annum and an original maturity date of August 31, 2020 . The note is collateralized by all of the assets of Ursa and JB Lease. Principal and interest payments commenced June 1, 2019 , with a final payment of $ 6.4 million due at maturity. On August 30, 2019 , the note was extended to November 2022 . The Company classified the $ 6.1 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (h) Notes payable acquired from Ritter Note payable to a related party that was assumed as a liability in the Ritter acquisition. The note has an interest rate of 7.0 % and matures in December 2028 . |
Stockholders' Deficit and Warra
Stockholders' Deficit and Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit and Warrants | Note 8 - Stockholders’ Deficit and Warrants Sale of Common Stock On February 27, 2020, the Company sold a total of 1,260,000 shares of its common stock to Danny Cuzick (“Cuzick”) and R. Scott Wheeler (“Wheeler”) for aggregate gross proceeds of $ 3.2 million pursuant to the terms of a subscription agreement. The Company did no t pay any underwriter discounts or commissions in connection with the sale of the shares. The shares of common stock sold have the right to convert into securities which bear the same terms as those offered to satisfy the Liquidity Milestone defined in the Incremental Amendment (such securities being the Series B Preferred Stock discussed below). On October 9, 2017, management of the Company terminated the employment of the Company’s president. In connection with the termination, the Company and former president entered into a Mutual Separation Agreement dated October 9, 2017 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company and former president agreed that (i) his last day of employment with the Company was October 9, 2017, (ii) he will be paid an aggregate of $ 0.1 million within ten business days after the Company raises an aggregate of $ 2.0 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction of $0.2 million of deferred compensation, the Company will issue 89,092 shares of its common stock within ten business days after the Company raises an aggregate of $ 2.0 million in any combination of public or private debt or equity securities offerings. On April 1, 2019, the Company issued 117,092 shares of common stock with an approximate fair value of $ 0.1 million to settle the Separation Agreement with the former officer. The settlement included $ 38,000 of advances from related party and approximately $ 0.3 million of accounts payable - related party. The Company recorded a gain of $ 0.2 million associated with the issuance of this common stock, which is included in gain on conversion of accounts payable – related party in the accompanying consolidated statement of operations. Common Stock Subscribed During the fourth quarter of 2019, the Company agreed to issue 8,664 shares of common stock to settle a note payable and the associated accrued interest. The Company issued these shares during the first quarter of 2020. Redeemable Common Stock As further described in Note 2, Acquisitions and Divestiture , under the Sheehy acquisition agreement, the Sheehy stockholders may request the Company to net settle in cash any number of the 2,240,000 common shares from the acquisition with a fair market value of up to $ 1.2 million as of the date of the redemption request. Since the redemption of these shares of common stock represents a contingent event outside the control of the Company, the aggregate amount the Company may be required to pay to redeem these shares has been presented in temporary equity in the accompanying balance sheet. Series B Preferred Stock On March 24, 2020, the Company filed a Certificate of Designation of Rights and Preferences of Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to 3,075,000 shares of Series B Preferred Stock. The Series B Preferred Stock ranks senior in preference and priority to the Company’s common stock and on par with the Company’s Series A Preferred Stock with respect to dividend and liquidation rights. The approval of the holders of at least a majority of the Series B Preferred Stock, voting together as a separate class, is required for the Company to amend the Certificate of Designation, including by merger or otherwise, to alter or repeal the preferences, rights, privileges or powers of the Series B Preferred Stock in a manner that would adversely affect the rights of the holders of the Series B Preferred Stock. The Certificate of Designation states that the Company will not issue any other class of shares of preferred stock ranking senior to the Series B Preferred Stock. Dividends An annual, non-compounding dividend accrues on the Series B Preferred Stock at a rate of 10 % per annum for five years from the date the Preferred Stock is issued. The dividend is payable, if and when declared by the Board of Directors, in arrears in the form of shares of Series B Preferred Stock at a rate of $ 3.00 per share, or, at the Company’s option, quarterly in arrears in cash. Such dividends will not accrue with respect to shares of Series B Preferred Stock issued as dividends, will begin to accrue as of the date on which the Series B Preferred Stock is issued, and will accrue whether or not declared and whether or not there will be funds legally available for the payment of dividends. For the avoidance of doubt, no dividends shall accrue on the Series B Preferred Stock after March 23, 2025. Liquidation Preference The holders of the Series B Preferred Stock are entitled to a liquidation preference of $ 3.00 per share of Series B Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. Redemption The Series B Preferred Stock may be redeemed by the Company at any time at a redemption price equal to $ 3.00 plus all accrued but unpaid dividends, and each holder of Series B Preferred Stock may cause the Company to redeem the holder’s Series B Preferred Stock at any time after March 23, 2025 at a redemption price equal to $3.00 plus all accrued but unpaid dividends. The redemption rights require the Company to present the Series B Preferred Stock in temporary equity in the accompanying balance sheet. Voting Rights Holders of Series B Preferred Stock are entitled to four votes for each share of Series B Preferred Stock held on the record date for the determination of the stockholders entitled to vote or, if no record date is established, on the date the vote is taken. Conversion Rights The Series B Preferred Stock is convertible at any time at the option of the holder or the Company at an initial conversion ratio of one share of common stock for each share of Series B Preferred Stock, subject to adjustments for stock dividends, splits, combinations and similar events. If the Company is the party electing to exercise the conversion right, it must provide five days ’ prior notice to the holders of the Series B Preferred Stock during which the holders of Series B Preferred Stock may elect to exercise their redemption right to receive cash in lieu of the common stock that would otherwise be issued by the Company in connection with the conversion. In addition, each share of Series B Preferred Stock will automatically convert to one share of common stock (i) if the closing price on all domestic securities exchanges on which the common stock may at the time be listed exceeds $ 3.00 per share for 90 consecutive trading days and the average daily trading volume of the common stock is at least 20,000 shares for that same period; (ii) immediately prior to closing a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to an offer and sale of shares of common stock that generates gross proceeds of at least $ 25.0 million; or (iii) immediately prior to effectiveness of a registration statement under the Securities Act covering shares of common stock sold in a private offering that generates gross proceeds of at least $ 25.0 million. If the automatic conversion of Series B Preferred Stock pursuant to subpart (ii) or (iii) of the previous sentence occurs prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, then all dividends that would have accrued with respect to the Series B Preferred Stock for the period from the conversion date to the fifth anniversary of the issuance date will be deemed to automatically accrue and be treated as accrued and unpaid dividends on such Series B Preferred Stock as of immediately prior to conversion. Redemption of Common Stock and Issuance of Series B Preferred Stock On March 24, 2020, in accordance with the terms of the common stock subscription agreement, the Company entered into a stock redemption agreement with each of Cuzick and Wheeler, pursuant to which (i) the Company redeemed 1,200,000 and 60,000 shares of its common stock held by Cuzick and Wheeler, respectively, and (ii) agreed to issue 1,000,000 and 50,000 shares of its Series B Preferred Stock to Cuzick and Wheeler, respectively. The Company accounted for this exchange as a $ 3.2 million increase in Series B Preferred Stock and a $ 3.2 million decrease in common stock and additional paid-in capital. In addition, on March 24, 2020, the Company sold a total of 1,000,000 shares of its Series B Preferred Stock to Cuzick for aggregate gross proceeds of $ 3.0 million pursuant to the terms of a subscription agreement. On March 27, 2020, in a separate agreement, the Company and Cuzick entered into a waiver and warrant agreement pursuant to which Cuzick waived certain rights granted via the subscription agreement in exchange for the Company agreeing to issue to Cuzick warrants to purchase up to 3,250,000 shares of Common Stock at an exercise price of $ 2.50 per share. The Company accounted for the issuance of warrants at their estimated fair value as a dividend via a $ 0.5 million reduction of additional paid-in capital. Warrants As further described in Note 7, Debt , the Company issued the following warrants in connection with the Financing Agreement: • In September 2019, the Company issued warrants to purchase an aggregate of 4,375,000 shares of the Company’s common stock to the lenders. The Company also issued the Side Letter Warrant to the lenders to purchase an additional 1,500,000 shares of the Company’s common stock. The total fair value of these warrants of $ 7.4 million, which the Company recorded as an additional debt discount, will be amortized to interest expense over the remaining term of the Financing Agreement. • In September 2019, as consideration for the subordination of previously issued promissory notes, the Company issued a warrant to the noteholder to purchase an aggregate of 350,000 shares of the Company’s common stock at an exercise price of $ 0.01 per share. The total fair value of this warrant of $ 0.5 million, which the Company recorded as an additional debt discount on the promissory notes, will be amortized to interest expense over the remaining term of the promissory notes. • In February 2020, as a result of the Incremental Amendment, the Company issued the Antara Warrant 2020 to Antara Capital to purchase 3,650,000 shares of the Company’s common stock at an exercise price of $ 2.50 per share. • In March 2020, as a result of the Waiver Agreement, the Company issued to Antara Capital a warrant to purchase up to 3,250,000 shares of the Company’s common Stock at an exercise price of $ 2.50 per share. All of the aforementioned warrants are not considered indexed to the Company's common stock and, therefore, are required to be classified as liabilities and measured at fair value at each reporting date with the change in fair value being recognized in the Company's results of operations during each reporting period. The following table summarizes such warrants outstanding and exercisable as of March 31, 2020 and December 31, 2019. The warrants outstanding and exercisable as of December 31, 2019 were incorrectly accounted for as equity-classified awards in additional paid-in capital as of December 31, 2019. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. Number of Weighted Weighted December 31, 2019 Outstanding 6,225,000 $ 0.42 5.5 Exercisable 6,225,000 $ 0.42 — March 31, 2020 Outstanding 16,375,000 $ 1.71 8.2 Exercisable 16,375,000 $ 1.71 — Prior to the issuance of the aforementioned liability-classified warrants, the Company issued warrants with different terms that are considered indexed to the Company's common stock and, therefore, are classified in additional paid-in capital and are not required to be measured at fair value at each reporting date. The following table summarizes such equity-classified warrants outstanding and exercisable as of March 31, 2020 and December 31, 2019. Number of Weighted Weighted December 31, 2019 Outstanding 8,856,255 $ 2.91 8.4 Exercisable 8,189,589 $ 2.66 — March 31, 2020 Outstanding 8,856,255 $ 2.91 8.1 Exercisable 8,189,589 $ 2.66 — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 – F air Value Measurements Financial assets and liabilities are initially recorded at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued expenses, are carried at cost which approximates fair value due to the short-term maturity of these instruments and are Level 1 assets or liabilities of the fair value hierarchy. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 ‑ Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 ‑ Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 ‑ Inputs are unobservable and reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. Recurring Fair Value Measurements The Company’s derivative liability embedded in its September 2019 Financing Agreement related to the mandatory prepayment feature is measured at fair value using a probability-weighted discounted cash flow model and is classified as a Level 3 liability of the fair value hierarchy due to the use of significant unobservable inputs. The liability is presented as an embedded derivative liability on the consolidated balance sheets and is subject to remeasurement to fair value at the end of each reporting period, with the change in fair value recognized as a component of other expense in its consolidated statements of operations. The assumptions used in the discounted cash flow model include: (1) management's estimates of the probability and timing of future cash flows and related events; (2) the Company's risk-adjusted discount rate that includes a company-specific risk premium; and (3) the Company's cost of debt. The Company's liability-classified warrants issued with an exercise price of $ 0.01 per share are measured at fair value using the Black-Scholes option-pricing model and are classified as a Level 3 liability of the fair value hierarchy due to the use of significant unobservable inputs. The warrant liabilities are presented as current liabilities on the consolidated balance sheets and are subject to remeasurement to fair value at the end of each reporting period, with the change in fair value recognized as a component of other expense in its consolidated statements of operations. The inputs and assumptions used in the Black-Scholes option-pricing model include: (1) the Company's stock price; (2) the exercise price of the warrant; (3) the expected term of the warrant; (4) the Company's expected stock price volatility; (5) the Company's expected dividends; and (6) the risk-free interest rate. The Company's liability-classified warrants issued with an exercise price of $ 2.50 per share are measured at fair value using the Monte Carlo simulation model and are classified as a Level 3 liability of the fair value hierarchy due to the use of significant unobservable inputs. The warrant liabilities are presented as noncurrent liabilities on the consolidated balance sheets and are subject to remeasurement to fair value at the end of each reporting period, with the change in fair value recognized as a component of other expense in its consolidated statements of operations. The inputs and assumptions used in the Monte Carlo model include: (1) the Company's stock price; (2) the Company's expected stock price volatility; and (3) the risk-free interest rate. The following table provides a reconciliation for the opening and closing balances of both liabilities from September 16, 2019 to March 31, 2020: ($ in thousands) Derivative Warrants Balance at September 16, 2019 $ 850 $ — Net change in fair value 171 — Balance at December 31, 2019 1,021 — Issuances — 11,100 (1) Net change in fair value 45 ( 8,235 ) (2) Balance at March 31, 2020 $ 1,066 $ 2,865 (1) Includes $ 8.3 million correction of a prior period error. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. (2) Includes $( 2.6 ) million correction of a prior period error. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. There were no transfers between Level 1, Level 2, and Level 3 during the periods presented. The Company’s obligations under its debt agreements are carried at amortized cost. The fair value of the Company’s obligations under its convertible no tes and the Term Loans under the Antara Financing Agreement are considered Level 3 liabilities of the fair value hierarchy because fair value was estimated using significant unobservable inputs. The fair value of the Company’s other debt arrangements are considered Level 2 liabilities of the fair value hierarchy because fair value is estimated using inputs other than quoted prices that are observable for the liability such as interest rates and yield curves. The estimated fair value of the Company’s Term Loans under the Antara Financing Agreement was $ 19.6 million as of March 31, 2020 , and its carrying value was $ 29.9 million as of March 31, 2020. The estimated fair value of the Company’s Term Loans under the Antara Financing Agreement was $ 16.9 million as of December 31, 2019 , and its carrying value was $ 16.3 million as of December 31, 2019 . The carrying value of the Company’s remaining debt obligations approximates fair value, and was $ 37.4 million and $ 39.2 million as of March 31, 2020, and December 31, 2019 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 10 – Leases Related Party Leases The Company has various lease obligations with related parties for trucks, office space and terminals expiring at various dates through January 2029 . During the three months ended March 31, 2020 and 2019 the Company incurred approximately $ 0.4 million and $ 0.4 million of related party lease costs, respectively. At March 31, 2020 and December 31, 2019, the Company had the following balances recorded in the condensed consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification March 31, December 31, Assets Operating leases Right-of-use-asset $ 4,127 $ 4,390 Finance leases Right-of-use-asset 476 497 Liabilities Current: Operating leases Operating lease liabilities, current portion 1,032 1,005 Finance leases Finance lease liabilities, current portion 71 70 Non-current: Operating leases Operating lease liabilities, less current portion 2,805 3,074 Finance leases Finance lease liabilities, less current portion 433 451 Sale-Leaseback During January 2019, the Company entered into a sale-leaseback transaction whereby it sold equipment for $ 0.2 million and concurrently entered into a finance lease agreement for the sold equipment with a 49-month term. Under the lease agreement, the Company will pay an initial monthly payment of $ 5,000 and a final payment of $ 19,000 . The gain on the transaction was de minimis. The finance lease disclosures in this footnote are inclusive of this transaction. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 - Commitments and Contingencies Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. On March 19, 2018, Whisler Holdings, LLC, Mitesh Kalthia, and Jean M. Noutary, the owners of the property leased by El Toro for the Company’s El Toro station, initiated a lawsuit in the Superior Court of Orange County, California, related to the lease agreement for the El Toro station. The complaint alleges breach of contract and sought money damages, costs, attorneys’ fees and other appropriate relief. On October 11, 2018, the court issued a default judgement in favor of the plaintiff in the amount of approximately $ 0.2 million, which the Company has fully reserved for and is included in Accrued expenses and other current liabilities in the accompanying consolidated balance sheets at March 31, 2020 and December 31, 2019. No payments have been made to date. Except as described above and with respect to claims covered by insurance, there are no other currently pending material legal or governmental proceedings and, as far as we are aware, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject. Long-Term Take-or-Pay Natural Gas Supply Contracts As of March 31, 2020 and December 31, 2019 , the Company had commitments to purchase natural gas on a take-or-pay basis with three vendors. It is anticipated these are normal purchases that will be necessary for sales, and that any penalties for failing to meet minimum volume requirements will be immaterial. As of March 31, 2020 and December 31, 2019 , the estimated remaining liability under the take-or-pay arrangements was approximately $ 0.4 million and $ 0.3 million, respectively. Off Balance Sheet Arrangements – Captive Insurance Prior to the acquisition, Sheehy was self-insured for certain insurance risks with a captive insurance company under SEI. Upon the acquisition of Sheehy from SEI in January 2019 (see Note 2, Acquisitions and Divestiture – Sheehy ), the Company became a member of the captive and Sheehy was transferred to the EVO member account. As a member of the captive, the Company is required to maintain a collateral deposit. The collateral deposit requirement is calculated at the renewal date of March 1st each year and is based on the prior three years of premium experience. The collateral deposit may be satisfied with either cash and/or investment collateral held in the captive or with a letter of credit. The Company’s collateral deposit requirement for 2019 was $ 0.3 million, based on a single year of premium experience. SEI agreed to pledge excess cash and investments held in the captive under the SEI member account to satisfy the Company’s collateral deposit requirement for 2019. The letter agreement between the Company and SEI expired on March 1, 2020, however, the underlying Collateral Security Pledge Agreement among the Company, SEI and the captive has not expired and requires the Company’s consent for its amendment. The Company will be responsible for providing sufficient collateral to satisfy the security deposit with the captive if and when it comes to terms with SEI. The Company is also responsible for providing any additional collateral that may requested by the captive. See Note 5, Related Parties – Off Balance Sheet Arrangements – Collateral Security Pledge Agreement for terms of the agreement. Letter of Credit EAF entered into an incremental natural gas facilities agreement dated February 24, 2014 with Southwest Gas Corporation (“Southwest Gas”). Under the terms of the agreement, Southwest Gas agreed to install a pipeline connecting an EAF CNG station to its existing infrastructure at no upfront cost to EAF, and EAF agreed to use Southwest Gas to transport natural gas to the station through its infrastructure. The term was originally five years but has since been modified to ten years . Each year of the ten-year term, EAF is required to make a payment to Southwest Gas equal to $ 70,565 minus the amount of delivery and demand charges paid by EAF during the applicable contract year. EAF is required to provide financial security in the form of a letter of credit originally in the amount of $ 510,763 , which amount may decrease annually during the term of the agreement and was equal to $ 306,458 as of March 31, 2020 and December 31, 2019 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 - Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events Paycheck Protection Program Loan On April 15, 2020, the Company obtained a loan (the “Loan”) from BOKF, N.A. (dba Bank of Oklahoma) in the amount of $ 10.0 million under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Loan, which is memorialized by a Note dated April 15, 2020 issued by the Company, was scheduled to mature on April 15, 2022 and bore interest at a rate of 1.00 % per annum, payable monthly commencing on November 15, 2020. The Company was able to prepay the Note at any time prior to maturity with no prepayment penalties. The principal amount of the Loan and accrued interest were eligible for forgiveness after eight weeks if the Company used the Loan proceeds for qualifying expenses, including payroll, rent, and utilities and the Company maintained its payroll levels. The Company used the entire Loan amount for qualifying expenses, and the entire amount borrowed under the Loan was forgiven by the SBA in July 2021. On May 8, 2020, we received a letter from the Select Subcommittee on the Coronavirus Crisis of the U.S. House of Representatives demanding that we return the PPP loan that we applied for and received under the CARES Act. We elected not to return the PPP loan proceeds as requested and our PPP loan was subsequently forgiven. Also, the United States Small Business Administration ("SBA") has stated that it intends to audit the PPP loan application of any company, like us, that received PPP loan proceeds of more than $ 2 million. However, we are not currently party to or aware of any contemplated proceeding with the Select Subcommittee, the SBA, or any other governmental authority with respect to our PPP loan. Issuance of Contingent Consideration During June 2020, the Company determined that the performance target specified in the Finkle acquisition had been achieved, the Company became obligated to issue 870,317 shares of its common stock to satisfy the contingent consideration, and the Company recognized $ 0.3 million of expense representing the estimated fair value of these shares. The shares of common stock were subsequently issued by the Company during July 2020. Second Amendment to Forbearance Agreement and Omnibus Amendment to Loan Agreement During October 2020, the Company entered into a second amendment to forbearance agreement and omnibus amendment to loan documents (the “Omnibus Amendment”). The Omnibus Amendment (i) extended the forbearance period until December 31, 2020, (ii) joined EVO Holding Company, LLC as a borrower under the Financing Agreement, (iii) authorized the Company and/or its subsidiaries to incur unsecured indebtedness of up to $ 10,000,000 under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act, and (iv) extended the timelines under which the Company and its subsidiaries are required to comply with certain affirmative covenants set forth in the Financing Agreement, Incremental Amendment, and Second Incremental Amendment. The Omnibus Amendment contained the following additional covenants: (i) The Company was required to either (a) fully consummate the acquisition by EVO Equipment Leasing, LLC of 89 used CNG tractors on or before January 3, 2021 or (b) issue 1,174,800 shares of the Company’s common stock to the lenders. The Company did not fully consummate the acquisition of the used CNG tractors by January 3, 2021 and became obligated on that date to issue the 1,174,800 shares of the Company’s common stock to the lenders. (ii) The Company was required to issue to each of the lenders ratably warrants authorizing such lender to, on or after January 1, 2021, purchase its ratable share of up to 500,000 shares of the voting common stock of the Company at the price of $ 0.01 per share with a 10 year expiration. If the Company or any of its subsidiaries had not repaid or partially repaid the obligations with the net proceeds (in the amount of at least $ 25.0 million) of a financing under the “Main Street Lending Program” on or before December 31, 2020, then the Company was required to issue an additional 1,000,000 warrants to the lenders. The Company had not repaid the $ 25.0 million by December 31, 2020. Therefore, the Company was required to issue warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock to the lenders. The Company recorded the $ 0.8 million estimated fair value of the warrants as an increase to interest expense in the fourth quarter of 2020. (iii) All warrants previously issued to lenders, at the election of the lender holding same, will be exchanged without any cash consideration for warrants to purchase for $ 0.01 per share voting common stock of the Company at the rate of 0.64 warrants for shares of voting common stock of the Company. As a result, warrants to purchase an aggregate of 7,925,000 shares of the Company’s common stock at a price of $ 2.50 per share were exchanged for an aggregate of 5,072,000 shares of the Company’s common stock at a price of $ 0.01 per share. During the fourth quarter of 2020, the Company accounted for the Omnibus Amendment as a modification of the Financing Agreement. The Company capitalized the estimated fair value of the warrants to purchase 500,000 shares of the voting common stock of the Company at the price of $ 0.01 per share, the change in fair value resulting from the warrant exchange, and the fees paid to Antara on its balance sheet as an additional discount on the Financing Agreement, which is amortized using the effective interest method into interest expense over the term of the Financing Agreement. Second Omnibus Amendment to Loan Documents On December 14, 2020, the Company entered into a second omnibus amendment to loan documents (the “Second Omnibus Amendment”) to, among other things, authorize EVO Holding Company, LLC, Ritter Transport, Inc., John W. Ritter Trucking, Inc., Johmar Leasing Company, LLC, and Ritter Transportation Systems, Inc., each of which is a subsidiary owned directly or indirectly by the Company, to obtain a Main Street Loan in the amount of up to $ 17.0 million under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act. Pursuant to the Second Omnibus Amendment, the forbearance period was terminated and the collateral agent and other lenders agreed to waive all existing defaults or events of default under the Financing Agreement that occurred and were continuing as of the date of the Second Omnibus Amendment. The Second Omnibus Amendment also removed or revised certain covenants contained in the Financing Agreement and prior amendments to the Financing Agreement, including the EBITDA-based financial covenant included in the Financing Agreement, and extended the maturity date of the term loans under the Financing Agreement to the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date of payment in full in cash of all obligations in respect of the Main Street Loan, whichever occurs first. Under the Second Omnibus Amendment, interest on the term loans under the Financing Agreement is payable in kind at the rate of 14.5 % per annum for the first eight full or partial calendar quarters following the effective date of the Second Omnibus Amendment and is payable in cash at the rate of 12.0 % per annum commencing with the ninth calendar quarter following the effective date. As a result of the Main Street Loan, Second Omnibus Amendment, and related agreements, payment of the principal balance of the term loans is subject and subordinate to the prior payment in full of all obligations under the Main Street Loan. During the fourth quarter of 2020, the Company accounted for the Second Omnibus Amendment as a modification of the Financing Agreement. Main Street Priority Loan Program Facility with Commerce Bank of Arizona, Inc. On December 29, 2020, EVO Holding Company, LLC, Ritter Transport, Inc., John W. Ritter Trucking, Inc., Johmar Leasing Company, LLC, and Ritter Transportation Systems, Inc. (collectively, the “Borrowers”), each of which is a subsidiary owned directly or indirectly by the Company, entered into a Loan Agreement dated December 14, 2020 (the “Loan Agreement”) and related documents (together with the Loan Agreement, the “Loan Documents”) for a loan in the amount of up to $ 17.0 million (the “Main Street Loan”) serviced by Commerce Bank of Arizona, Inc. (the “Bank”) as lender under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act. The Borrowers and the Bank subsequently entered into a Modification Agreement to the Loan Agreement dated December 22, 2020 (the “Modification Agreement”) and a Second Modification Agreement to the Loan Agreement dated December 23, 2020 (the “Second Modification Agreement”). During the first quarter of 2021, the Borrowers used all of the net proceeds of the Main Street Loan to refinance a portion of the amount outstanding under the Financing Agreement discussed above under the caption “Forbearance Agreement and Incremental Amendment to Financing Agreement” and to pay related prepayment premiums. The Main Street Loan has a five-year term and bears interest at a rate equal to the sum of (i) 3 % percent per year plus (ii) the rates per year quoted by Bank as Bank’s three month LIBOR rate based upon quotes of the London Interbank Offered Rate, as quoted for U.S. Dollars by Bloomberg, or other comparable services selected by the Bank (the “LIBOR Index”). Such interest rate will change once every third month on the fifth day of the month and will be the LIBOR Index on the day which is two banking days prior to the date the change becomes effective. Accrued but unpaid interest on the Main Street Loan for loan year one (i.e., the period of December 14, 2020 to December 14, 2021) will be added to the principal amount of the Main Street Loan on December 14, 2021. Following the end of loan year one, interest on the Main Street Loan will be payable quarterly on the 14th day of the last month of each calendar quarter (i.e., March 14, June 14, September 14, and December 14 of each year), with the first interest payment due on March 14, 2022 . In addition, on December 14, 2023 and December 14, 2024, the Borrowers must make an annual payment of principal plus accrued but unpaid interest in an amount equal to fifteen percent ( 15 %) of the outstanding principal balance of the Main Street Loan. The entire outstanding principal balance of the Main Street Loan, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025 . The Borrowers may prepay the Main Street Loan at any time without incurring any prepayment penalties. The Loan Documents contain customary events of default, including, among others, those relating to a failure to make payment, bankruptcy, cross default under other credit facilities, breaches of representations and covenants, and the occurrence of certain events. The Loan Documents also contain customary remedies for a facility of this type, exercisable following the occurrence of an event of default, including, among others, the rights to terminate the Bank’s commitment under Loan Agreement, accelerate the maturity date, foreclose the liens and security interests securing the Main Street Loan, and all other rights and remedies available under the Loan Documents and applicable law. As security for the Main Street Loan, the Borrowers granted the Bank a security interest in and to substantially all of their respective properties, and the Company guaranteed the payment and performance of the Borrower’s obligations under the Loan Documents. Contribution of Equity of Environmental Alternative Fuels, LLC to EVO Holding Company, LLC In connection with the Main Street Loan, the Company contributed 100 % of the issued and outstanding equity of Environmental Alternative Fuels, LLC (“EAF”) to EVO Holding Company, LLC (“EVO Holding”) with the consent of Danny Cuzick as the holder of certain previously disclosed promissory notes that are secured in part by the assets of EAF. In consideration of Danny Cuzick’s consent to the contribution, the Company agreed to (a) indemnify Danny Cuzick for up to $ 0.5 million in connection with Danny Cuzick’s guaranty of certain obligations of the Company and its subsidiaries to Mercedes-Benz Financial Services USA LLC and (b) issue to Danny Cuzick a warrant (the “Cuzick Warrant”) to purchase up to 1,000,000 shares of common stock of the Company at the cost of $ 0.01 per share. Danny Cuzick is a member of the Company’s Board. During the fourth quarter of 2020, the Company capitalized the estimated fair value of the Cuzick Warrant on its balance sheet as a discount on the Main Street Loan, which is amortized using the effective interest method into interest expense over the term of the Main Street Loan. United States Postal Service Settlement On January 19, 2021, the Company and the USPS entered into a settlement agreement whereby the USPS agreed to pay approximately $ 7.1 million to one of the Company’s subsidiaries as additional compensation for transportation services provided to the USPS under certain Dynamic Route Optimization (“DRO”) contracts. Subsequently, on February 19, 2021, the Company and the USPS entered into an additional settlement agreement whereby the USPS agreed to pay approximately $ 17.5 million to certain other Company subsidiaries as additional compensation for transportation services provided to the USPS under other DRO contracts. In connection with the settlement agreements, the Company and the USPS agreed to make certain adjustments to the Company’s DRO contracts, including rate adjustments effective for the fourth quarter of 2020 and future periods. As a result of those adjustments, the USPS agreed to pay an additional $ 3.8 million to the Company for transportation services provided in the fourth quarter of 2020. The USPS has made all payments associated with these settlement agreements and were received by Triumph (as defined below) on behalf of the Company during the first quarter of 2021. In addition, amounts totaling $ 6.3 million that were previously paid by the USPS to the Company during 2020 became subject to the terms of the settlement agreements and are recognized as a deferred gain as of December 31, 2020. All aforementioned amounts totaling $ 34.7 million will be recognized as other operating revenue during the first quarter of 2021. Such amounts are for transportation services provided during 2020 and prior years, are not subject to refund, and are not contingent upon the Company providing future transportation services. Agreement with Triumph Business Capital On March 9, 2021, the Company and Advance Business Capital LLC d/b/a Triumph Business Capital (“Triumph”), the Company’s factoring lender, entered into a Letter-of-Intent and Memo of Understanding (the “Triumph LOI”) related to the application of $ 17.5 million and $ 7.1 million of proceeds received from the USPS in February and January of 2021, respectively, arising out of the settlement agreements described above. Pursuant to the agreement, the parties acknowledged that Triumph previously applied approximately $ 1.6 of the $7.1 million of proceeds received in January 2021 plus approximately $ 0.6 million of funds held in reserve against a balance of $ 3.0 million for advances that Triumph made to the Company in September 2020 (the “Gross Purchase Advance Facility”) and agreed that Triumph would remit $ 11.0 million of net proceeds to the Company and that Triumph would retain approximately $ 6.9 million of net proceeds and apply that amount to reduce the outstanding principal amount of the Company’s factoring advances. The parties further agreed that the Company will repay the remaining balance of approximately $ 6.9 million due under the factoring arrangement in 48 equal monthly installments beginning January 1, 2022 and that Triumph would apply funds held in reserve against the approximately $ 0.8 million remaining balance of the Gross Purchase Advance Facility. The parties also agreed to work together to wind down their factoring relationship, including waiver of any applicable termination fees. Settlement Agreement and Release On March 17, 2021, the Company entered into a Settlement Agreement and Releases dated March 12, 2021 (the “Settlement Agreement”) between the Company, Midwest Bank (“Midwest”), Dan Thompson II, LLC (“DTII”), Antara Capital LP, Antara Capital Master Fund LP, Antara Capital GP, LLC, Antara Capital Fund GP LLC, CEOF Holdings, LP and Himanshu Gulati (collectively, “Antara Group”), and Danny R. Cuzick, individually and as Holders’ Representative on behalf of Damon R. Cuzick, Theril H. Lund, and Thomas J. Kiley (the “Individual Parties”) related to a draft complaint that Midwest and DTII sent to the Company on or about November 5, 2020 (the “Draft Complaint”), asserting claims based on breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract and unjust enrichment. The Draft Complaint related to that certain Secured Convertible Promissory Note (the “DTII Note”) in the principal amount of $ 3,000,000 dated July 20, 2018 issued by the Company to DTII and the note purchase agreement and security agreement related thereto (the “DTII Agreements”). The Company denied all claims asserted by Midwest and DTII and would have asserted various defenses to the Draft Complaint had it been filed. The Settlement Agreement provided for various releases among the parties and their respective representatives, successors, and assigns, including releases arising out of or related to the DTII Note, the DTII Agreements, and all facts, events and occurrences described in the Draft Complaint. The Company denied any liability regarding the Draft Complaint in connection with the Settlement Agreement. Pursuant to the Settlement Agreement, the Company agreed to purchase from Midwest, as successor to DTII, the DTII Note and the DTII Agreements. As consideration for the DTII Note and DTII Agreements, the Company paid $ 500,000 in cash to Midwest and issued to Midwest a warrant to purchase up to 1,250,000 shares of common stock of the Company at a price of $ 0.01 per share. The Company also agreed to exchange the warrant issued to DTII in connection with the DTII Note to purchase up to 1,200,000 shares of common stock of the Company at a price of $ 2.50 per share for (i) a warrant to purchase up to 950,000 shares of common stock of the Company at a price of $ 2.50 per share and (ii) a warrant to purchase up to 250,000 shares of common stock of the Company at a price of $ 0.01 per share. Purchase and Cancellation of Secured Convertible Promissory Notes In March and April 2021, the Company entered into certain Note Purchase Agreements and Releases (the “Note Purchase Agreements”) between the Company and certain holders (the “Holders”) of Secured Convertible Promissory Notes (the “2018 Convertible Notes”) in the principal amount of $ 555,000 issued by the Company in July and August 2018 to the Holders and the note purchase agreements and security agreements related thereto (the “2018 Convertible Note Agreements”). The Note Purchase Agreements provide for various releases by the Holders and their respective representatives, successors, and assigns, including releases arising out of or related to the 2018 Convertible Notes and the 2018 Convertible Note Agreements. Pursuant to the Note Purchase Agreements, the Company agreed to purchase the 2018 Convertible Notes and the 2018 Convertible Note Agreements from the Holders. As consideration for the 2018 Convertible Notes and the 2018 Convertible Note Agreements, the Company agreed to pay approximately $ 92,000 in cash to the Holders and to issue to the Holders warrants (the “Holder Warrants”) to purchase an aggregate of up to 231,453 shares of common stock of the Company at a price of $ 0.01 per share. 2021 AIP and LTIP On August 17, 2021, the Compensation Committee of the Board approved the EVO Transportation & Energy Services, Inc. 2021 Annual Incentive Plan (the “2021 AIP”), to provide the terms of annual bonus opportunities to be granted to the Company’s executive officers and other participating employees. The purposes of the 2021 AIP are to maintain a competitive level of total cash compensation and to align the interests of the Company’s executives and other employees with those of the Company’s shareholders and with the strategic objectives of the Company. The 2021 AIP provides the Company’s executive officers and other participating employees with an opportunity to earn cash incentive compensation based upon the achievement of performance goals over a specified performance period. All of the Company’s executive officers and certain other employees designated as eligible employees from time to time are eligible to participate in the 2021 AIP. The 2021 AIP focuses on achievement of certain annual objectives and goals, as determined by the Compensation Committee at the beginning of each calendar year, and provides that the participants may earn a pre-determined percentage of their respective base salaries for the achievement of such specified goals. Under the 2021 AIP, the payout opportunity is contingent upon meeting the threshold performance levels, and thereafter varies for performance above and below the pre-established target performance levels, subject to a maximum award level. With respect to the Company’s chief executive officer, the target award equals 50 % of 2021 base salary, and with respect to the Company’s other named executive officers the target award equals 40 % of base salary, all as adjusted based upon meeting or exceeding the performance levels established by the Compensation Committee for 2021, and cannot exceed a maximum payment limit specified by the Compensation Committee. The 2021 AIP also provides that each named executive officer’s award will be forfeited if such executive officer’s employment does not continue through December 31 of the applicable plan year. The performance metrics on which awards under the 2021 AIP will be granted include 2021 revenue and EBITDA, and payment of incentive awards under the 2021 AIP is dependent upon achievement of defined goals for each performance metric. However, the Compensation Committee retains the discretion to increase, reduce or eliminate any incentive award that becomes payable under the 2021 AIP. Awards under the 2021 AIP will be granted for services provided in calendar year 2021 and will be payable in 2022. Incentive awards under the 2021 AIP are paid in cash following the end of calendar year 2021 and after the Compensation Committee has determined and certified the level of performance achieved and the incentive awards earned. Stock Option Repricing On September 1, 2021, the Company reduced the exercise price of certain stock options previously granted to certain named executive officers of the Company and other key employees from an original exercise price of $ 2.50 per share to an exercise price of $ 1.50 per share, which the board of directors determined was equal to or greater than the fair market value of the Company’s common stock. A total of 4,394,999 options were subject to the exercise price reduction, including 2,473,231 options held by Thomas Abood, the Company’s chief executive officer, 1,317,769 options held by Damon Cuzick, the Company’s chief operating officer, 418,577 options held by Eugene Putnam, the Company’s chief financial officer, and 20,000 options held by Billy (Trey) Peck, Jr., the Company’s executive vice president. Also, as a result of the option repricing, the strike price of the warrant to purchase 750,000 shares of common stock issued to R. Scott Wheeler, the Company’s chief administrative officer, in February 2021 equals $ 1.50 pursuant to the terms of the warrant. Except for the reduction in exercise price, all terms and conditions of the options and warrant remain the same. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We believe EVO is the second largest surface transportation company serving the USPS, with a diversified fleet of tractors, straight trucks, and other vehicles that currently operate on either diesel fuel or compressed natural gas (“CNG”). In certain markets, we fuel our vehicles at one of our three CNG stations that serve other customers as well. We are actively engaged in reducing CO2 emissions by operating on CNG, pursuing opportunities to use other alternative fuels, and by optimizing the routing efficiency of our operations to reduce fuel usage. In connection with providing our mail transportation and delivery services to the USPS and our freight services to other corporate customers, we outsource the transportation of certain loads to third-party carriers. We operate from our headquarters in Phoenix, Arizona and from 10 main terminals located throughout the United States. We have grown primarily through acquisitions, and we have completed seven acquisitions since our initial business combination in 2016. We have also grown organically by obtaining new contracts from the USPS and other customers. The Company completed the following acquisitions in 2019: • On January 2, 2019, the Company acquired Sheehy Mail Contractors, Inc. (“Sheehy”). Sheehy is based in Waterloo, Wisconsin and is engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On February 1, 2019, the Company acquired Ursa Major Corporation (“Ursa”) and JB Lease Corporation (“JB Lease”). Ursa and JB Lease are based in Oak Creek, Wisconsin and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On July 15, 2019, the Company acquired Courtlandt and Brown Enterprises L.L.C. (“Courtlandt”) and Finkle Transport Inc. (“Finkle”). Finkle and Courtlandt are based in Newark, New Jersey and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On September 16, 2019, the Company, through its wholly-owned subsidiary EVO Holding Company, LLC, acquired John W. Ritter, Inc. (“JWR”), Ritter Transportation Systems, Inc. (“Ritter Transportation”), Ritter Transport, Inc. (“Ritter Transport”), and Johmar Leasing Company, LLC (“Johmar,” and together with JWR, Ritter Transportation, and Ritter Transport, the “Ritter Companies”). The Ritter Companies are based in Laurel, Maryland. The Ritter Companies are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. |
Going Concern | Going Concern As of March 31, 2020, the Company had a cash balance of $ 3.3 million , a working capital deficit of $ 93.0 million , stockholders’ deficit of $ 34.2 million , and material debt and lease obligations of $ 119.2 million , which include term loan borrowings under a financing agreement with Antara Capital. During the three months ended March 31, 2020, the Company reported cash used in operating activities of $ 15.9 million and a net loss of $ 13.7 million . The following significant transactions and events affecting the Company’s liquidity occurred during the three months ended March 31, 2020: • During the first quarter of 2020, the Company entered into Forbearance Agreements and Incremental Amendments to the Financing Agreement with Antara Capital and obtained an additional $ 6.3 million in term loan commitments and the lenders agreed to forbear from exercising certain rights, remedies, powers, privileges, and defenses under the Financing Agreement during the forbearance period. These incremental borrowings were subject to the same terms as the Company’s existing term loan commitments with Antara Capital. During the fourth quarter of 2020, in connection with the Ritter Companies' borrowing under the Main Street Priority Loan Program (as subsequently described), the forbearance period related to the remaining Antara debt was terminated and all existing defaults and events of defaults were waived, and the maturity date of the remaining outstanding term loan balance under the Antara Financing Agreement was extended from September 16, 2022 to the earlier of the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date the Main Street Loan is paid in full. • During the first quarter of 2020, the Company sold a total of 1,260,000 shares of its common stock and 1,000,000 shares of its Series B preferred stock to related parties for aggregate gross proceeds of $ 6.2 million pursuant to the terms of subscription agreements. The following significant transactions and events affecting the Company’s liquidity occurred following the three months ended March 31, 2020: • During the second quarter of 2020, the Ritter Companies obtained a loan in the amount of $ 10.0 million under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Company used the entire loan amount for qualifying expenses, and the entire amount borrowed under the loan, including accrued interest, was forgiven by the United States Small Business Administration (“SBA”) in July 2021, which will be recognized as a gain on extinguishment of the PPP loan in the Company's 2021 financial statements. • During the fourth quarter of 2020, the Company borrowed $ 17.0 million under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act (the “ Main Street Loan”) and used all of the net proceeds to refinance a portion of the amount outstanding under the Antara Financing Agreement and to pay related prepayment premiums. The entire outstanding principal balance of the Main Street Loan, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025 . • During the first quarter of 2021, the Company used the proceeds from its borrowings under the Main Street Priority Loan Program to pay down the aggregate principal amount due to Antara, including capitalized interest, from $ 31.7 million to $ 16.7 million. • During the first quarter of 2021, the Company entered into agreements with the USPS to settle claims submitted by the Company seeking additional compensation for transportation services provided under certain Dynamic Route Optimization (“DRO”) contracts. The Company received a total of $ 28.4 million related to these claims and also renegotiated the contractual rates per mile for some of its DRO contracts on a prospective basis. • During the first quarter of 2021, the Company entered into an agreement with its factoring lender (“Triumph”) related to the application of $ 17.5 million and $ 7.1 million of proceeds received from the USPS in February and January of 2021, respectively, arising out of the settlement agreements described above. Pursuant to the agreement, the parties acknowledged that Triumph previously applied approximately $ 1.6 of the $ 7.1 million of proceeds received in January 2021 plus approximately $ 0.6 million of funds held in reserve against a balance of $ 3.0 million for advances that Triumph made to the Company in September 2020 (the “Gross Purchase Advance Facility”) and agreed that Triumph would remit $ 11.0 million of net proceeds to the Company and that Triumph would retain approximately $ 6.9 million of net proceeds and apply that amount to reduce the outstanding principal amount of the Company’s factoring advances. The parties further agreed that the Company will repay the remaining balance of approximately $ 6.9 million due under the factoring arrangement in 48 equal monthly installments beginning January 1, 2022 and that Triumph would apply funds held in reserve against the approximately $ 0.8 million remaining balance of the Gross Purchase Advance Facility. The parties also agreed to work together to wind down their factoring relationship, including waiver of any applicable termination fees. • During the first and second quarters of 2021, the Company entered into agreements with certain noteholders to purchase promissory notes previously issued by the Company in the principal amount of $ 0.6 million by paying $ 0.1 million in cash and issuing warrants to purchase an aggregate of up to 231,453 shares of the Company’s common stock at a price of $ 0.01 per share. While these transactions and events resulted in an overall increase in the Company’s cash balance as of December 31, 2021, an overall reduction in the Company’s working capital deficit as of December 31, 2021, and an overall extension of the maturity dates for the Company’s debt obligations, the Company continues to have a working capital deficit and stockholders’ deficit as of December 31, 2021 and (after excluding the impacts of the USPS settlement agreements and the forgiveness of the PPP loan discussed above) continues to incur net losses during 2021. As a result of these circumstances, the Company believes its existing cash, together with any positive cash flows from operations, may not be sufficient to support working capital and capital expenditure requirements for the next 12 months, and the Company may be required to seek additional financing from outside sources. In evaluating the Company’s ability to continue as a going concern and its potential need to seek additional financing from outside sources, management also considered the following conditions: • The counterparty to the Company’s accounts receivable factoring arrangement is not obligated to purchase the Company’s accounts receivable or make advances to the Company under such arrangement; • The Company is currently in default on certain of its debt obligations (Refer to Note 7, Debt , for further discussion); and • There can be no assurance that the Company will be able to obtain additional financing in the future via the incurrence of additional indebtedness or via the sale of the Company’s common stock or preferred stock. As a result of the circumstances described above, the Company may not have sufficient liquidity to make the required payments on its debt, factoring or leasing obligations; to satisfy future operating expenses; to make capital expenditures; or to provide for other cash needs. Management’s plans to mitigate the Company’s current conditions include: • Negotiating with related parties and 3rd parties to refinance existing debt and lease obligations; • Potential future public or private debt or equity offerings; • Acquiring new profitable contracts and negotiating revised pricing for existing contracts; • Profitably expanding trucking revenue; • Cost reduction efforts, including eliminating redundant costs across the companies acquired during 2019 and 2018; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation and rental vehicles; and • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs. Notwithstanding management’s plans, there can be no assurance that the Company will be successful in its efforts to address its current liquidity and capital resource constraints. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result if the Company is unable to continue as a going concern. Refer to Notes 6 and 7 to the unaudited condensed consolidated financial statements for further information regarding the Company’s debt and factoring obligations. Refer to Note 13 to the consolidated financial statements for further information regarding changes in the Company’s debt obligations and liquidity subsequent to March 31, 2020 . |
Seasonality | Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s December 31, 2019 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to goodwill and long-lived asset valuations, purchase price allocations related to the Company’s business combinations, valuation allowance on deferred income tax assets, and the valuation of our common stock, preferred stock, warrants and stock-based awards. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per share of common stock attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible notes payable and preferred stock using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net loss per share of common stock attributable to common stockholders when their effect is dilutive. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three Months Three Months Stock options 7,914,250 4,819,250 Warrants 20,031,255 4,296,255 Common stock to be issued upon conversion of 1,637,946 1,626,856 Common stock to be issued upon conversion of 123,605 107,742 Common stock to be issued upon conversion of 2,053,932 — Common stock to be issued upon conversion of 7,332,500 7,227,500 Common stock and warrant to be issued for purchase 2,348,000 — Total 41,441,488 18,077,603 |
Revenue Recognition | Revenue Recognition In accordance with ASC 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months 2020 2019 USPS revenue $ 48,183 $ 25,243 Freight revenue 6,575 2,848 Other revenue 648 — Total Trucking revenue $ 55,406 $ 28,091 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (ASC Topic 842) , which established the new Accounting Standards Codification (“ASC”) Topic 842, Leases , standard. The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. For public business entities, the new standard was effective for fiscal years beginning after December 15, 2018. Companies may apply the amendments in ASU 2016-02 using a modified retrospective approach with an adjustment to accumulated deficit as of either the beginning of the current year (“ASC Topic 840 Comparative Approach”) or the beginning of the earliest period presented (“ASC Topic 842 Comparative Approach”). Adoption Method and Approach – The Company adopted ASU 2016-02 Leases (ASC Topic 842) , on January 1, 2019 by applying the ASC Topic 840 Comparative Approach, resulting in the recognition of right-of-use assets and lease liabilities related to its operating and financing leases. Practical Expedients – As permitted under ASU 2016-02 (and related ASUs), management elected to apply the package of practical expedients: • Lease Identification – An entity need not reassess whether any expired or existing contracts are, or contain, leases • Lease Classification – An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with ASC Topic 840 are now classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC Topic 840 are now classified as finance leases). • Initial Direct Costs – An entity need not reassess initial direct costs for any existing leases. From a lessee perspective, the Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the Right-of-Use (“ROU”) assets and lease liabilities. The Company’s adoption of ASU No. 2016-02 did no t have a material impact to the Company’s consolidated statements of operations or its consolidated statements of cash flows, and the Company determined there was no cumulative-effect adjustment to beginning accumulated deficit on its January 1, 2019 consolidated balance sheet. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) (“ASU 2017-04”), Simplifying the Test for Goodwill Impairment . To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted the guidance for the year ended December 31, 2019 on a prospective basis. Such adoption did no t have a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees . Under ASU 2018-07, equity-classified nonemployee share-based payment awards are measured at the grant date fair value on the grant date. The probability of satisfying performance conditions must be considered for equity-classified nonemployee share-based payment awards with such conditions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of this standard on January 1, 2019 did no t have a material impact to the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement . This new accounting standard will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this guidance on January 1, 2020 did no t have a material impact on the Company’s disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. This ASU requires up-front implementation costs incurred in a cloud computing arrangement (or hosting arrangement) that is a service contract to be amortized to hosting expense over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This new accounting standard will be effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The guidance may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The prospective adoption of this guidance on January 1, 2020 did no t have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements to be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) . The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2022. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-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 Contracts in an Entity’s Own Equity . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Adoption of the standard requires using either the modified retrospective or the retrospective approach. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. |
Reclassifications | Reclassifications Certain amounts in the 2019 consolidated financial statements have been reclassified to conform to the 2020 presentation, which include $ 16.3 million reclassified from current portion of long-term debt to current portion of long-term debt - related party, $ 0.9 million reclassified from advances from suppliers to long-term debt, $ 2.7 million reclassified from long-term debt to long-term debt - related party, and $ 2.5 million reclassified from accrued expenses and other current liabilities to accounts payable. The reclassifications had no effect on previously reported results of operations or accumulated deficit. |
Out of Period Adjustments | Out of Period Adjustments In the course of preparing our first quarter 2020 unaudited condensed consolidated financial statements, we revisited our previous accounting cla ssification for warrants and identified an error related to the presentation of certain warrants resulting in an understatement of noncurrent liabilities and their related change in fair value from September 16, 2019 to December 31, 2019. The underlying warrant agreements contain an anti-dilution protection feature for the warrant holders (commonly referred to as a “down round”) that does not meet the U.S. GAAP definition of a "down round." As a result, these warrants do not meet the criterion to be indexed to valuation inputs based on the Company’s own stock and must be classified as a liability measured at fair value at each reporting date with the change in fair value being recognized in the Company's results of operations during each reporting period. Accordingly, we corrected this error during the first quarter of 2020 by recording a $ 7.7 million decrease in additional paid-in capital, a $ 0.6 million increase in debt discount and a $ 5.7 million increase in noncurrent warrant liabilities in the consolidated balance sheet, and a $ 2.6 million change in fair value of warrant liabilities in the statement of operations. In addition, during the first quarter of 2020 we recognized $ 2.05 million of Trucking revenue that should have been recorded during the fourth quarter of 2019. Finally, we applied the incorrect incremental borrowing rate to certain leases during the period from September 16, 2019 through December 31, 2019 and recognized a $ 1.3 million increase in finance lease ROU assets and lease liabilities and a $ 0.6 million increase in operating lease ROU assets and lease liabilities during the first quarter of 2020. Based on consideration of both the quantitative and qualitative factors within the provisions of SEC Staff Accounting Bulletin No. 99, Materiality , and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , we determined that the errors, individually and in the aggregate, are not material to our previously issued annual and interim consolidated financial statements. Furthermore, we determined that correcting the errors in the current period would not materially misstate our annual or interim consolidated financial statements. Therefore, no restatement or revision of our prior period annual or interim consolidated financial statements is required. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Computation of Diluted Net Loss per Share of Common Stock Attributable to Common Stockholders | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three Months Three Months Stock options 7,914,250 4,819,250 Warrants 20,031,255 4,296,255 Common stock to be issued upon conversion of 1,637,946 1,626,856 Common stock to be issued upon conversion of 123,605 107,742 Common stock to be issued upon conversion of 2,053,932 — Common stock to be issued upon conversion of 7,332,500 7,227,500 Common stock and warrant to be issued for purchase 2,348,000 — Total 41,441,488 18,077,603 |
Schedule of Disaggregation of Trucking Revenue from Contracts with Customers | In accordance with ASC 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months 2020 2019 USPS revenue $ 48,183 $ 25,243 Freight revenue 6,575 2,848 Other revenue 648 — Total Trucking revenue $ 55,406 $ 28,091 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Information | ($ in thousands, except per share data) For the Three Months 2019 Revenue $ 44,967 Net loss $ ( 5,614 ) Net loss available to common stockholders $ ( 5,620 ) Basic and diluted weighted-average common stock 7,364,560 Basic and diluted loss per common stock, as reported $ ( 0.76 ) |
Sheehy [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Accounts receivable - trade $ 376 Alternative fuels tax credit receivable 30 Due from related party 252 Prepaid expenses and other current assets 302 Property and equipment 3,091 Goodwill 4,051 Trade names 320 Customer relationships 650 Non-competition agreements 90 Right-of-use assets 5,878 Other long-term assets 3 Total assets acquired 15,043 Liabilities assumed Accounts payable ( 2,908 ) Accrued expenses ( 1,183 ) Debt ( 2,639 ) Operating lease liabilities ( 4,476 ) Finance lease liabilities ( 1,552 ) Total liabilities assumed ( 12,758 ) Net assets acquired $ 2,285 Consideration paid Fair value of 2,240,000 shares of common stock issuable $ 2,285 Total $ 2,285 |
Ursa and JB Lease [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 3,743 Account receivable - trade 579 Prepaids and other current assets 1,646 Property and equipment 15,509 Goodwill 6,881 Trade names 1,300 Customer relationships 200 Non-competition agreements 80 Right-of-use assets 2,180 Other long-term assets 32 Total assets acquired 32,150 Liabilities assumed Accounts payable ( 5,641 ) Accrued expenses ( 1,493 ) Operating lease liabilities ( 2,180 ) Long-term debt ( 11,199 ) Deferred tax liabilities ( 1,891 ) Total liabilities assumed ( 22,404 ) Net assets acquired $ 9,746 Consideration paid Fair value of 800,000 shares of common stock issuable $ 816 Cash 2,500 Promissory note 6,430 Total $ 9,746 |
Finkle and Courtlandt [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 2 Prepaid expenses and other current assets 113 Property and equipment 6,778 Goodwill 2,384 Trade names 60 Customer relationships 700 Non-competition agreements 5 Right-of-use assets 2,172 Total assets acquired 12,214 Liabilities assumed Accrued expenses ( 199 ) Debt ( 5,049 ) Operating lease liabilities ( 2,105 ) Finance lease liabilities ( 113 ) Deferred tax liability ( 1,511 ) Total liabilities assumed ( 8,977 ) Net assets acquired $ 3,237 Consideration paid Fair value of 1,250,000 shares of common stock $ 1,987 Cash 1,250 Fair value of contingent consideration — Total $ 3,237 |
Ritter Companies [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 1,134 Accounts receivable - trade 3,774 Prepaid expenses and other current assets 830 Property and equipment 13,650 Goodwill 8,704 Trade names 190 Customer relationships 310 Non-competition agreements 110 Right-of-use assets 1,515 Other long-term assets 426 Total assets acquired 30,643 Liabilities assumed Accounts payable and accrued expenses ( 2,105 ) Debt ( 499 ) Operating lease liabilities ( 1,515 ) Deferred tax liabilities ( 2,447 ) Total liabilities assumed ( 6,566 ) Net assets acquired $ 24,077 Consideration paid Cash $ 20,611 Fair value of 2,440,982 shares of common stock 3,466 Total $ 24,077 |
Balance Sheet Disclosures (Tabl
Balance Sheet Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Disclosures [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following: ($ in thousands) March 31, December 31, Beginning balance $ 23,837 $ 2,887 Acquisitions — 22,020 Reclassified to Assets held for sale — ( 149 ) Reduction of goodwill — ( 1,018 ) Acquisition measurement period adjustment — 97 $ 23,837 $ 23,837 |
Schedule of Intangible Assets | Intangible assets consist of the following: March 31, 2020 December 31, 2019 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 1,039 ) $ 3,565 $ 4,604 $ ( 898 ) $ 3,706 Trade names 2,416 ( 426 ) 1,990 2,416 ( 348 ) 2,068 Non-competition agreements 325 ( 70 ) 255 325 ( 54 ) 271 $ 7,345 $ ( 1,535 ) $ 5,810 $ 7,345 $ ( 1,300 ) $ 6,045 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information by Segment | The following tables present the Company’s financial information by segment. Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment. For the Three Months Ended March 31, 2020 ($ in thousands) Trucking CNG Fueling Corporate and Total Revenue $ 55,406 $ 320 $ — $ 55,726 Operating expenses, excluding depreciation and amortization $ ( 57,186 ) $ ( 325 ) $ ( 2,873 ) $ ( 60,384 ) Depreciation and amortization $ ( 3,408 ) $ ( 61 ) $ ( 1 ) $ ( 3,470 ) Operating loss $ ( 5,187 ) $ ( 67 ) $ ( 2,873 ) $ ( 8,127 ) For the Three Months Ended March 31, 2019 ($ in thousands) Trucking CNG Fueling Corporate and Total Revenue $ 28,091 $ 285 $ — $ 28,376 Operating expenses, excluding depreciation and amortization $ ( 31,474 ) $ ( 687 ) $ ( 1,299 ) $ ( 33,460 ) Depreciation and amortization $ ( 1,093 ) $ ( 141 ) $ ( 2 ) $ ( 1,236 ) Operating loss $ ( 4,476 ) $ ( 543 ) $ ( 1,301 ) $ ( 6,320 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Due from Related Party | ($ in thousands) January 2, 2019 Due to Sheehy Enterprises, Inc. $ ( 440 ) Due from North American Dispatch Systems 777 Due to Officer ( 85 ) $ 252 |
Factoring Arrangements (Tables)
Factoring Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Factoring With Recourse [Abstract] | |
Schedule of Earned and Unearned Components Included in Advances from Factoring Arrangement | Earned and unearned components included in Advances from factoring arrangement are as follows: ($ in thousands) March 31, December 31, Purchased accounts receivable $ 6,903 $ 7,680 Unearned future contract advances 18,073 10,366 Total $ 24,976 $ 18,046 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Debt | Debt (with unrelated parties) consists of: ($ in thousands) March 31, December 31, (a) $1.3 million note payable $ 782 $ 814 (b) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 1,028 (1) 1,005 (c) $0.3 million note payable 206 225 (d) Three equipment notes payable 16 24 (e) Thunder Ridge supplier advance 881 890 (f) Various notes payable acquired from JB Lease 3,054 3,575 (g) $0.8 million note payable 633 673 (h) $0.3 million note payable 163 224 (i) $3.8 million note payable 3,053 3,203 (j) Equipment notes payable acquired from Sheehy 287 614 (k) Notes payable acquired from Sheehy 744 787 (l) Notes payable to two financing companies 1,331 1,400 (m) Finkle equipment notes 3,999 4,450 Total before debt issuance costs and debt discount 16,177 17,884 Debt issuance costs ( 22 ) ( 38 ) Debt discount ( 32 ) ( 56 ) 16,123 17,790 Less current portion ( 6,955 ) ( 5,681 ) Long-term debt, less current portion $ 9,168 $ 12,109 (1) Classified as a current liability as of March 31, 2020 due to the existence of one or more covenant violations. (a) $ 1.3 million note payable The $ 1.3 million note payable was issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35 %. The note matures March 2024 , is secured by substantially all of Titan’s business assets and is personally guaranteed by certain former members of Titan including a member of our board of directors and certain of his relatives, and beneficial owners of more than 5 % of our undiluted shares of common stock. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. In 2016, the Company issued 35,491 units (equivalent to 31,203 common shares) to those members as compensation for the guarantee. (b) $ 4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) The Secured Convertible Notes were issued during August 2018. The Company paid debt issuance costs of $ 0.5 million in connection with the Secured Convertible Notes. They bear interest at 9 %, compounded quarterly, with principal due two years after issuance and are secured by all the assets of the Company. The holder may agree, at its discretion, to add accrued interest in lieu of payment to the principal balance of the Secured Convertible Notes on the first day of each calendar quarter. The Secured Convertible Notes may not be prepaid prior to the first anniversary of the date of issuance, but may be prepaid without penalty after the first anniversary of the date of issuance. The Secured Convertible Notes are convertible into shares (the “Note Shares”) of the Company’s common stock at a conversion rate of $ 2.50 per share of common stock at the Holder’s option: 1) at any time after the first anniversary of the date of issuance or 2) at any time within 90 days after a “triggering event,” including a sale, reorganization, merger, or similar transaction where the Company is not the surviving entity. The Secured Convertible Notes are also subject to mandatory conversion at any time after the first anniversary of the date of issuance if the average volume of shares of common stock traded on the Nasdaq Capital Market, NYSE American Market or a higher tier of either exchange is 100,000 or more for the 10 trading days prior to the applicable date. Such a mandatory conversion has not occurred. The Secured Convertible Notes also provide that the Company will prepare and file with the Securities and Exchange Commission (“SEC”), as promptly as reasonably practical following the issuance date of the Secured Convertible Notes, but in no event later than 45 days following the issuance date, a registration statement on Form S-1 (the “Registration Statement”) covering the resale of the common stock and the warrant shares and as soon as reasonably practical thereafter to effect such registration. The Company is required to pay liquidated damages of 1 % of the outstanding principal amount of the Secured Convertible Notes each 30 days if the Registration Statement is not declared effective by the SEC within 180 days of the filing date of the Registration Statement. During the three months ended March 31, 2020, the Company incurred $ 0.1 million and paid $ 0.1 million in liquidated damages to noteholders. As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $ 2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black Scholes pricing model was $ 0.7 million, calculated with a ten-year term; 65 % volatility; 2.89 %, 2.85 % or 3.00 % discount rates and the assumption of no dividends. As of March 31, 2020 and December 31, 2019 , the unamortized debt discount was $ 0.1 million and $ 0.2 million, respectively, and the unamortized debt issuance costs were $ 0.1 million and $ 0.2 million, respectively. During the three months ended March 31, 2020 $ 0.1 million was added to the principal balance. The Company classified the $ 1.0 million unpaid principal balance, in addition to the $ 3.1 million portion of the Secured Convertible Notes held by a related party, as a current liability as of March 31, 2020 due to the existence of one or more covenant violations. (c) $0.3 million note payable The $ 0.3 million note payable was issued during November 2018, with interest at 3 % and a maturity date of October 2022 . The note calls for quarterly principal payments on January, April, July, and October 1st of $ 18,750 plus the related accrued interest. (d) Three equipment notes payable The three equipment notes are payable to banks and were acquired in the Thunder Ridge acquisition with interest rates ranging from 2.99 % to 6.92 %, with maturity dates between September 2020 and January 2023 . The notes are collateralized by equipment. (e) Thunder Ridge supplier advance Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $ 1.0 million was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5 %, is collateralized by substantially all of Thunder Ridge’s assets, and has a July 2022 maturity date. (f) Various notes payable acquired from JB Lease The various notes payable acquired from JB Lease were issued to multiple lenders with interest rates ranging from 3.9 % to 5.1 % per annum. The notes have maturity dates ranging from September 2019 to August 2024 . These notes are collateralized by transportation equipment and guaranteed by the stockholders of the Company. (g) $0.8 million note payable The $ 0.8 million note payable to a financing company was issued February 11, 2019, with interest at 10.2 % per annum and a maturity date of February 11, 2023 . The note is collateralized by certain equipment and guaranteed by a member of management. (h) $0.3 million note payable The $ 0.3 million note payable to a financing company was issued January 22, 2019, with interest at 10.6 % per annum and a maturity date of January 22, 2023 . The note is collateralized by certain equipment and guaranteed by a member of management. (i) $3.8 million note payable The $ 3.8 million note payable to a financing company was issued January 23, 2019, with interest at 10.1 % per annum and a maturity date of February 23, 2024 . The note is collateralized by certain equipment and guaranteed by a member of management. (j) Equipment notes payable acquired from Sheehy The equipment notes payable acquired from Sheehy, payable to various financing companies, have maturity dates varying from June 2020 to August 2020 and interest rates ranging from 3.1 % to 4.1 % per annum. The notes are guaranteed by stockholders and secured by the equipment and a general business security interest. (k) Notes payable acquired from Sheehy The notes payable acquired from Sheehy are payable to a bank with interest rates of 4.35 % to 4.375 % per annum. The notes payable mature between September 2020 and December 2021 and are collateralized by substantially all of the Sheehy assets. (l) Notes payable to two financing companies Notes payable to two financing companies issued in February 2019 and October 2019 with maturity dates in March 2023 and October 2024 , respectively. The interest rates range from 4.5 % to 8.94 %, and the notes are collateralized by certain equipment. (m) Finkle equipment notes Equipment notes payable with interest rates ranging from 5.2 % to 11.8 % and maturity dates between May 2020 and September 2025 . The notes are collateralized by equipment. |
Long Term Debt With Related Parties [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | Debt (with related parties) consists of: ($ in thousands) March 31, December 31, (a) Antara Financing Agreement $ 31,653 (1) $ 25,377 (b) Four promissory notes with an aggregate principal amount of $9.5 million 9,500 9,500 (c) $3.8 million senior promissory note 3,800 (2) 3,800 (d) $4.0 million promissory note 4,000 (2) 4,000 (e) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 3,067 (2) 3,000 (f) $2.5 million promissory note - stockholder 1,892 (2) 1,972 (g) $6.4 million promissory note - stockholder 6,111 (2) 6,417 (h) Notes payable acquired from Ritter 474 487 Total before debt issuance costs and debt discount 60,497 54,553 Debt issuance costs ( 112 ) ( 615 ) Debt discount ( 9,202 ) ( 16,270 ) 51,183 37,668 Less current portion ( 48,199 ) ( 25,656 ) Long-term debt, less current portion - related party $ 2,984 $ 12,012 (1) Classified as a current liability as of March 31, 2020 due to due to the existence of one or more covenant violations, including violation of the EBITDA-based financial covenant. (2) Classified as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (a) Antara Financing Agreement The $ 31.7 million of Term Loans bear interest at 12 % per annum and have a maturity date of September 16, 2022 . Until December 31, 2019, interest on the term loan was paid in kind and capitalized as additional principal, and the Company had the option to pay interest on the capitalized interest in cash or in kind. After December 31, 2019, monthly interest payments are due in cash. All outstanding principal and interest is due on the maturity date. As of March 31, 2020 , the unamortized debt discount was $ 1.7 million and the unamortized debt issuance costs were less than $ 0.1 million . As of December 31, 2019, the unamortized debt discount was $ 8.6 million and the unamortized debt issuance costs were $ 0.5 million. (b) Four promissory notes with an aggregate principal amount of $ 9.5 million The four promissory notes were issued to the former EAF members with interest at 1.5 %, issued February 1, 2017, and mature February 1, 2026 . These convertible promissory notes are secured by substantially all of the assets of EAF. The Company imputed an interest rate of 5.1 % on the promissory notes. The discount is accreted over the period from the date of issuance to the date the promissory notes are due using the effective interest rate method. These promissory notes are convertible into 7,000,000 shares of the Company's common stock. As of March 31, 2020 and December 31, 2019 , the unamortized debt discount was $ 6.9 million and $ 7.1 million, respectively. (c) $ 3.8 million senior promissory note The $ 3.8 million senior promissory note was issued on February 1, 2017, to a former EAF member with interest at 7.5 % and default interest of 12.5 % per annum, an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $ 10 million; or (c) an event of default. During April 2018, the promissory note’s maturity date was extended to July 2019 . The senior promissory note is unsecured. No principal and interest payments are due until maturity. In connection with the Financing Agreement, amounts due under the senior promissory note were subordinated and extended to November 2022 . Additionally, the holder agreed not to receive, accept, or demand payment under the subordinated obligation until all obligations under the Financing Agreement have been paid in full, except that the holder may continue to receive regularly scheduled interest payments so long as holder has not been informed that an event of default has occurred and is continuing under the Financing Agreement. Also in connection with the Financing Agreement and as consideration for the subordination of the subordinated promissory note and the promissory note described below, the Company issued a warrant to the holder to purchase an aggregate of 350,000 shares of common stock of the Company at an exercise price of $ 0.01 per share. The warrant is exercisable for five years from the date of issuance. The Company calculated the fair value of the warrant using the Black-Scholes option pricing model, and the portion of the fair value attributable to the senior promissory note was $ 0.2 million. As of March 31, 2020 and December 31, 2019 , the remaining unamortized debt discount was $ 0.2 million and $ 0.2 million, respectively. The Company classified the $ 3.8 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (d) $ 4.0 million promissory note The $ 4.0 million promissory note was issued on February 1, 2017, to a former EAF member with interest at 7.5 % and an original maturity date of February 2020 . The note is guaranteed by substantially all the assets of EAF and the Company. No principal and interest payments are due until maturity. In connection with the Financing Agreement, amounts due under the promissory note were subordinated and extended to November 2022 . Additionally, the holder agreed not to receive, accept, or demand payment under the subordinated obligation until all obligations under the Financing Agreement have been paid in full, except that the holder may continue to receive regularly scheduled interest payments so long as holder has not been informed that an event of default has occurred and is continuing under the Financing Agreement. Also in connection with the Financing Agreement and as consideration for the subordination of the promissory note and the senior promissory note described above, the Company issued a warrant to the holder to purchase an aggregate of 350,000 shares of common stock of the Company at an exercise price of $ 0.01 per share. The warrant is exercisable for five years from the date of issuance. The Company calculated the fair value of the warrant using the Black-Scholes option pricing model, and the portion of the fair value attributable to the senior promissory note was $ 0.3 million. As of March 31, 2020 and December 31, 2019 , the remaining unamortized debt discount was $ 0.2 million and $ 0.2 million, respectively. The Company classified the $ 4.0 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (e) $ 4.0 million Secured Convertible Promissory Notes ("Secured Convertible Notes") Represents the portion of the Secured Convertible Notes issued during 2018 (discussed above) whereby the noteholder is a related party. On March 17, 2021, as result of the Settlement Agreement and Release dated March 12, 2021 discussed in Note 13, Subsequent Events , the noteholder is no longer a related party. (f) $ 2.5 million promissory note - stockholder In connection with the Company's June 1, 2018 acquisition of all of the issued and outstanding shares of Thunder Ridge, this $ 2.5 million promissory note was issued to a stockholder, with interest at 6 % (interest in the event of a default at 9 %) and a maturity date of the earlier of (a) the date the Company raises $ 40.0 million in public or private offerings of debt or equity; (b) December 31, 2018 , or (c) termination of Trey Peck’s employment with the Company by the Company without cause or by Trey Peck for good reason. The note is collateralized by all of the assets of Thunder Ridge and is also secured by the Thunder Ridge Shares (“TR Shares”). The maturity date of the promissory note has been subsequently amended to extend it to November 30, 2022 . Effective with the most recent extension in August 2019 , the Company paid Peck approximately $ 0.15 million in principal and increased the monthly principal payments to $ 20,000 . The note calls for monthly principal payments, with all accrued and unpaid interest due and payable on the maturity date. If the Company fails to repay the amounts outstanding under the note on or before November 30, 2022, then at the option of Peck, the Company shall immediately surrender all right, title and interest in all of the outstanding shares of stock in Thunder Ridge to Peck. The Company classified the $ 1.9 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (g) $ 6.4 million promissory note – stockholder The $ 6.4 million promissory note was issued February 2, 2019 to a stockholder, with interest at 9 % per annum and an original maturity date of August 31, 2020 . The note is collateralized by all of the assets of Ursa and JB Lease. Principal and interest payments commenced June 1, 2019 , with a final payment of $ 6.4 million due at maturity. On August 30, 2019 , the note was extended to November 2022 . The Company classified the $ 6.1 million unpaid principal balance as a current liability as of March 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. (h) Notes payable acquired from Ritter Note payable to a related party that was assumed as a liability in the Ritter acquisition. The note has an interest rate of 7.0 % and matures in December 2028 . |
Stockholders' Deficit and War_2
Stockholders' Deficit and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Summary of Activity for Warrants Outstanding | The following table summarizes such warrants outstanding and exercisable as of March 31, 2020 and December 31, 2019. The warrants outstanding and exercisable as of December 31, 2019 were incorrectly accounted for as equity-classified awards in additional paid-in capital as of December 31, 2019. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. Number of Weighted Weighted December 31, 2019 Outstanding 6,225,000 $ 0.42 5.5 Exercisable 6,225,000 $ 0.42 — March 31, 2020 Outstanding 16,375,000 $ 1.71 8.2 Exercisable 16,375,000 $ 1.71 — The following table summarizes such equity-classified warrants outstanding and exercisable as of March 31, 2020 and December 31, 2019. Number of Weighted Weighted December 31, 2019 Outstanding 8,856,255 $ 2.91 8.4 Exercisable 8,189,589 $ 2.66 — March 31, 2020 Outstanding 8,856,255 $ 2.91 8.1 Exercisable 8,189,589 $ 2.66 — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity for Warrants Outstanding | The following table summarizes such warrants outstanding and exercisable as of March 31, 2020 and December 31, 2019. The warrants outstanding and exercisable as of December 31, 2019 were incorrectly accounted for as equity-classified awards in additional paid-in capital as of December 31, 2019. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. Number of Weighted Weighted December 31, 2019 Outstanding 6,225,000 $ 0.42 5.5 Exercisable 6,225,000 $ 0.42 — March 31, 2020 Outstanding 16,375,000 $ 1.71 8.2 Exercisable 16,375,000 $ 1.71 — The following table summarizes such equity-classified warrants outstanding and exercisable as of March 31, 2020 and December 31, 2019. Number of Weighted Weighted December 31, 2019 Outstanding 8,856,255 $ 2.91 8.4 Exercisable 8,189,589 $ 2.66 — March 31, 2020 Outstanding 8,856,255 $ 2.91 8.1 Exercisable 8,189,589 $ 2.66 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Reconciliation for Opening and Closing Balance of Both Liabilities | The following table provides a reconciliation for the opening and closing balances of both liabilities from September 16, 2019 to March 31, 2020: ($ in thousands) Derivative Warrants Balance at September 16, 2019 $ 850 $ — Net change in fair value 171 — Balance at December 31, 2019 1,021 — Issuances — 11,100 (1) Net change in fair value 45 ( 8,235 ) (2) Balance at March 31, 2020 $ 1,066 $ 2,865 (1) Includes $ 8.3 million correction of a prior period error. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. (2) Includes $( 2.6 ) million correction of a prior period error. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Balances Recorded in Condensed Consolidated Balance Sheet Related to Lease Arrangements | At March 31, 2020 and December 31, 2019, the Company had the following balances recorded in the condensed consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification March 31, December 31, Assets Operating leases Right-of-use-asset $ 4,127 $ 4,390 Finance leases Right-of-use-asset 476 497 Liabilities Current: Operating leases Operating lease liabilities, current portion 1,032 1,005 Finance leases Finance lease liabilities, current portion 71 70 Non-current: Operating leases Operating lease liabilities, less current portion 2,805 3,074 Finance leases Finance lease liabilities, less current portion 433 451 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 16, 2019USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2021USD ($)Installment | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($)TerminalAcquisitionStationshares | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Feb. 27, 2020shares | Dec. 31, 2019USD ($)shares | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Number of main terminals in operation | Terminal | 10 | |||||||||||||
Number of acquisitions completed | Acquisition | 7 | |||||||||||||
Cash | $ 3,327,000 | $ 3,274,000 | ||||||||||||
Working capital deficit | 93,000,000 | |||||||||||||
Stockholders' deficit | (34,152,000) | $ (15,871,000) | $ (12,673,000) | $ (11,666,000) | ||||||||||
Operating cash flows | (15,881,000) | (7,350,000) | ||||||||||||
Net loss | 13,702,000 | $ 7,435,000 | 7,435,000 | |||||||||||
Material debt & lease obligation | $ 119,200,000 | |||||||||||||
Common stock, shares issued | shares | 12,102,498 | 12,093,834 | ||||||||||||
Aggregate gross proceeds | $ 6,200,000 | |||||||||||||
Repayment of factor advances | 6,000 | |||||||||||||
Accumulated deficit | 68,473,000 | $ 54,771,000 | ||||||||||||
Long-term Debt, noncurrent | 2,984,000 | 12,012,000 | ||||||||||||
Accounts payable | 16,960,000 | 16,262,000 | ||||||||||||
Decrease in additional paid-in capital | 30,846,000 | 38,611,000 | ||||||||||||
Change in fair value of warrant liabilities | (8,235,000) | |||||||||||||
Revenue recognized | 55,726,000 | 28,376,000 | ||||||||||||
Increase in finance lease ROU assets | 12,753,000 | 3,436,000 | ||||||||||||
Increase in operating lease ROU assets | 13,820,000 | 13,749,000 | ||||||||||||
Trucking [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Revenue recognized | 55,406,000 | $ 28,091,000 | ||||||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Current portion of long-term debt - related party | 16,300,000 | |||||||||||||
Long-term Debt, noncurrent | 900,000 | |||||||||||||
Long-term debt - related party | 2,700,000 | |||||||||||||
Accounts payable | 2,500,000 | |||||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Decrease in additional paid-in capital | (7,700,000) | |||||||||||||
Increase in debt discount | 600,000 | |||||||||||||
Increase in noncurrent warrant liabilities | 5,700,000 | |||||||||||||
Change in fair value of warrant liabilities | 2,600,000 | |||||||||||||
Increase in finance lease ROU assets | 1,300,000 | |||||||||||||
Increase in finance lease liabilities | 1,300,000 | |||||||||||||
Increase in operating lease ROU assets | 600,000 | |||||||||||||
Increase in operating lease liabilities | 600,000 | |||||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Trucking [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Revenue recognized | $ 2,050,000 | |||||||||||||
ASU 2016-02 [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | |||||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||||||
ASU 2016-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Accumulated deficit | $ 0 | |||||||||||||
ASU 2017-04 [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Change in accounting principle, accounting standards update, early adopted | true | |||||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||||||
ASU 2018-07 [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | |||||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||||||
ASU 2018-13 [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||||||
ASU 2018-15 [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||||||
Change in accounting principle, accounting standards update, transition option elected [Extensible List] | us-gaap:AccountingStandardsUpdate201815ProspectiveMember | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Preferred stock, shares issued | shares | 1,000,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Stockholders' deficit | $ 1,000 | 1,000 | ||||||||||||
Common stock, shares issued | shares | 1,260,000 | 1,260,000 | ||||||||||||
Subsequent Event [Member] | USPS [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Compensation Received For Work Performed Under Settlement Agreement | $ 28,400,000 | |||||||||||||
Subsequent Event [Member] | Triumph Business Capital [Member] | Letter of Intent and Memo of Understanding [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Proceeds from transportation settlements | $ 7,100,000 | 17,500,000 | ||||||||||||
Proceeds from transportation settlements used for advance | 1,600,000 | |||||||||||||
Repayment of factor advances | 11,000,000 | |||||||||||||
Amount retained to reduce outstanding principal amount of factoring advances | $ 6,900,000 | |||||||||||||
Number of installments for repayment | Installment | 48 | |||||||||||||
Frequency of payments | monthly | |||||||||||||
Date of first required payment | Jan. 1, 2022 | |||||||||||||
Funds held in reserve against advances utilized | 600,000 | |||||||||||||
Funds held in reserve against advances | $ 3,000,000 | $ 800,000 | ||||||||||||
Subsequent Event [Member] | Paycheck Protection Program Loan CARES Act [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Principal amount | $ 10,000,000 | |||||||||||||
Subsequent Event [Member] | Note Purchase Agreements and Releases [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Principal amount | $ 600,000 | |||||||||||||
Notes payable in cash | $ 100,000 | |||||||||||||
Warrants to purchase shares of common stock | shares | 231,453 | |||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||
2018 Convertible Notes [Member] | Forecast [Member] | Note Purchase Agreements and Releases [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Principal amount | $ 555,000 | |||||||||||||
Notes payable in cash | $ 92,000 | |||||||||||||
Warrants to purchase shares of common stock | shares | 231,453 | |||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||
Antara Financing Agreement [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Principal amount | $ 31,700,000 | 25,400,000 | ||||||||||||
Antara Financing Agreement [Member] | Term Loan [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Principal amount | $ 24,500,000 | $ 31,700,000 | ||||||||||||
Maturity date | Sep. 16, 2022 | Sep. 16, 2022 | ||||||||||||
Increase in debt discount | $ 9,000,000 | $ 1,700,000 | $ 8,600,000 | |||||||||||
Antara Financing Agreement [Member] | Incremental Term Loans [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Forbearance agreement terms | an additional $6.3 million in term loan commitments and the lenders agreed to forbear from exercising certain rights, remedies, powers, privileges, and defenses under the Financing Agreement during the forbearance period. These incremental borrowings were subject to the same terms as the Company’s existing term loan commitments with Antara Capital. | |||||||||||||
Loan Agreement [Member] | Main Street Loan [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Debt instrument, description | the forbearance period related to the remaining Antara debt was terminated and all existing defaults and events of defaults were waived, and the maturity date of the remaining outstanding term loan balance under the Antara Financing Agreement was extended from September 16, 2022 to the earlier of the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date the Main Street Loan is paid in full. | |||||||||||||
Maturity date | Sep. 16, 2022 | |||||||||||||
Loan Agreement [Member] | Subsequent Event [Member] | Main Street Loan [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Principal amount due | $ 16,700,000 | $ 31,700,000 | ||||||||||||
Principal amount | $ 17,000,000 | |||||||||||||
Maturity date | Dec. 14, 2025 | |||||||||||||
Financing Agreement [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Loan obtained | $ 6,300,000 | |||||||||||||
CNG [Member] | ||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Number of fueling stations | Station | 1 | |||||||||||||
Number of dedicated stations | Station | 3 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Diluted Net Loss per Share of Common Stock Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 41,441,488 | 18,077,603 |
Stock Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 7,914,250 | 4,819,250 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 20,031,255 | 4,296,255 |
Secured Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 1,637,946 | 1,626,856 |
Redeemable Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 123,605 | 107,742 |
Redeemable Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 2,053,932 | |
Convertible Promissory Notes - Related Parties [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 7,332,500 | 7,227,500 |
Purchase of Fixed Assets [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 2,348,000 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Disaggregation of Trucking Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 55,726 | $ 28,376 |
Trucking [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 55,406 | 28,091 |
Trucking [Member] | USPS [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 48,183 | 25,243 |
Trucking [Member] | Freight Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,575 | $ 2,848 |
Trucking [Member] | Other Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 648 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Apr. 07, 2020 | Jan. 13, 2020 | Nov. 18, 2019 | Nov. 07, 2019 | Sep. 16, 2019 | Jul. 19, 2019 | Feb. 01, 2019 | Jan. 04, 2019 | Jan. 02, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Goodwill | $ 23,837,000 | $ 23,837,000 | $ 2,887,000 | |||||||||||
Payment of cash | $ (1,243,000) | |||||||||||||
Truckserv Maintenance Operations [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price payable | $ 450,000 | |||||||||||||
Truckserv Maintenance Operations [Member] | JB Lease Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt instrument, monthly payment of principle and interest | $ 10,000 | |||||||||||||
Purchase price payable period | 15 months | |||||||||||||
Notes payable, quarterly principal payment | $ 300,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt repayment in the form shares | 8,664 | |||||||||||||
JB Lease [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment of cash | $ 2,500,000 | |||||||||||||
Business acquisition debt assumed | 11,200,000 | |||||||||||||
JB Lease [Member] | Promissory Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Principal amount | $ 6,400,000 | |||||||||||||
Interest rate | 9.00% | |||||||||||||
Debt instrument maturity, description | maturity date of August 2020 | |||||||||||||
Debt instrument, description | The JB Lease Note is interest-free until June 1, 2019, and is secured by 100% of the equity in Ursa and JB Lease. Beginning June 1, 2019, the JB Lease Note provides for monthly principal and interest payments of $50,000 and bears interest at a rate of 9% per annum, which interest is payable monthly in advance beginning June 1, 2019. | |||||||||||||
Interest payments | $ 50,000 | |||||||||||||
Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accrued interest - related party | $ 40,000 | |||||||||||||
Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | Promissory Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Outstanding balance | $ 400,000 | |||||||||||||
Accrued interest - related party | $ 40,000 | |||||||||||||
Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt repayment in the form shares | 35,156 | 35,156 | ||||||||||||
Sheehy [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 2,240,000 | |||||||||||||
Description of acquisition agreement | Under the Sheehy acquisition agreement, at any time from April 1, 2020, until October 31, 2020, the Sheehy stockholders may request the Company to net settle in cash any number of the 2,240,000 common shares from the acquisition with a fair market value of up to $1.2 million as of the date of the redemption request. | |||||||||||||
Goodwill | $ 4,051,000 | |||||||||||||
Business acquisition debt assumed | $ 2,639,000 | |||||||||||||
Sheehy [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 2,240,000 | |||||||||||||
Sheehy [Member] | Sheehy Enterprises, Inc. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Lease agreement monthly payment | $ 92,000 | |||||||||||||
Lease agreement payment period | 44 months | |||||||||||||
Debt instrument maturity, description | maturity date of March 3, 2019 | |||||||||||||
Increased principal amount if not repaid on maturity date | $ 450,000 | $ 450,000 | ||||||||||||
Common stock, par value | $ 2.50 | |||||||||||||
Sheehy [Member] | Sheehy Enterprises, Inc. [Member] | Promissory Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Principal amount | $ 400,000 | $ 400,000 | ||||||||||||
Interest rate | 5.65% | |||||||||||||
Sheehy [Member] | Subsequent Event [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Shares issued upon conversion | $ 1,200,000 | |||||||||||||
Sheehy [Member] | Put Option [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Exchange of common stock fair value | $ 1,200,000 | |||||||||||||
Sheehy [Member] | Put Option [Member] | Maximum [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Exchange of common stock fair value | $ 1,200,000 | |||||||||||||
Ursa [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 800,000 | |||||||||||||
Ursa and JB Lease [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 800,000 | |||||||||||||
Goodwill | $ 6,881,000 | |||||||||||||
Business acquisition debt assumed | 11,199,000 | |||||||||||||
Business combination, cash paid at closing | $ 2,500,000 | |||||||||||||
Finkle and Courtlandt [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 1,250,000 | |||||||||||||
Goodwill | $ 2,384,000 | |||||||||||||
Business acquisition debt assumed | $ 5,049,000 | |||||||||||||
Business acquisition, effective date | Jul. 15, 2019 | |||||||||||||
Business combination, cash paid at closing | $ 1,250,000 | |||||||||||||
Business combination, estimated contingent liability related to earnout | $ 0 | $ 0 | ||||||||||||
Finkle and Courtlandt [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 1,250,000 | |||||||||||||
Finkle and Courtlandt [Member] | Maximum [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, earnout of additional common shares issued | 1,000,000 | |||||||||||||
Ritter Companies [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 2,440,982 | |||||||||||||
Goodwill | $ 8,704,000 | |||||||||||||
Business acquisition debt assumed | $ 499,000 | |||||||||||||
Business acquisition, effective date | Sep. 16, 2019 | |||||||||||||
Business combination, cash paid at closing | $ 20,611,000 | |||||||||||||
Ritter Companies [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 2,440,982 | |||||||||||||
Finkle Transport Inc. [Member] | Subsequent Event [Member] | Common Stock [Member] | Contingent Consideration [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 870,317 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date (Details) - USD ($) $ in Thousands | Sep. 16, 2019 | Jul. 19, 2019 | Feb. 01, 2019 | Jan. 04, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets acquired | |||||||
Goodwill | $ 23,837 | $ 23,837 | $ 2,887 | ||||
Sheehy [Member] | |||||||
Assets acquired | |||||||
Accounts receivable - trade | $ 376 | ||||||
Alternative fuels tax credit receivable | 30 | ||||||
Due from related party | 252 | ||||||
Prepaid expenses and other current assets | 302 | ||||||
Property and equipment | 3,091 | ||||||
Goodwill | 4,051 | ||||||
Right-of-use assets | 5,878 | ||||||
Other long-term assets | 3 | ||||||
Total assets acquired | 15,043 | ||||||
Liabilities assumed | |||||||
Accounts payable | (2,908) | ||||||
Accrued expenses | (1,183) | ||||||
Long-term debt | (2,639) | ||||||
Operating lease liabilities | (4,476) | ||||||
Finance lease liabilities | (1,552) | ||||||
Total liabilities assumed | (12,758) | ||||||
Net assets acquired | 2,285 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 2,285 | ||||||
Total | 2,285 | ||||||
Sheehy [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 320 | ||||||
Sheehy [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 650 | ||||||
Sheehy [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 90 | ||||||
Ursa and JB Lease [Member] | |||||||
Assets acquired | |||||||
Cash | $ 3,743 | ||||||
Accounts receivable - trade | 579 | ||||||
Prepaid expenses and other current assets | 1,646 | ||||||
Property and equipment | 15,509 | ||||||
Goodwill | 6,881 | ||||||
Right-of-use assets | 2,180 | ||||||
Other long-term assets | 32 | ||||||
Total assets acquired | 32,150 | ||||||
Liabilities assumed | |||||||
Accounts payable | (5,641) | ||||||
Accrued expenses | (1,493) | ||||||
Long-term debt | (11,199) | ||||||
Operating lease liabilities | (2,180) | ||||||
Deferred tax liabilities | (1,891) | ||||||
Total liabilities assumed | (22,404) | ||||||
Net assets acquired | 9,746 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 816 | ||||||
Cash | 2,500 | ||||||
Promissory note | 6,430 | ||||||
Total | 9,746 | ||||||
Ursa and JB Lease [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 1,300 | ||||||
Ursa and JB Lease [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 200 | ||||||
Ursa and JB Lease [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 80 | ||||||
Finkle and Courtlandt [Member] | |||||||
Assets acquired | |||||||
Cash | $ 2 | ||||||
Prepaid expenses and other current assets | 113 | ||||||
Property and equipment | 6,778 | ||||||
Goodwill | 2,384 | ||||||
Right-of-use assets | 2,172 | ||||||
Total assets acquired | 12,214 | ||||||
Liabilities assumed | |||||||
Accrued expenses | (199) | ||||||
Long-term debt | (5,049) | ||||||
Operating lease liabilities | (2,105) | ||||||
Finance lease liabilities | (113) | ||||||
Deferred tax liabilities | (1,511) | ||||||
Total liabilities assumed | (8,977) | ||||||
Net assets acquired | 3,237 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 1,987 | ||||||
Cash | 1,250 | ||||||
Total | 3,237 | ||||||
Finkle and Courtlandt [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 60 | ||||||
Finkle and Courtlandt [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 700 | ||||||
Finkle and Courtlandt [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 5 | ||||||
Ritter Companies [Member] | |||||||
Assets acquired | |||||||
Cash | $ 1,134 | ||||||
Accounts receivable - trade | 3,774 | ||||||
Prepaid expenses and other current assets | 830 | ||||||
Property and equipment | 13,650 | ||||||
Goodwill | 8,704 | ||||||
Right-of-use assets | 1,515 | ||||||
Other long-term assets | 426 | ||||||
Total assets acquired | 30,643 | ||||||
Liabilities assumed | |||||||
Accounts payable and accrued expenses | (2,105) | ||||||
Long-term debt | (499) | ||||||
Operating lease liabilities | (1,515) | ||||||
Deferred tax liabilities | (2,447) | ||||||
Total liabilities assumed | (6,566) | ||||||
Net assets acquired | 24,077 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 3,466 | ||||||
Cash | 20,611 | ||||||
Total | 24,077 | ||||||
Ritter Companies [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 190 | ||||||
Ritter Companies [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 310 | ||||||
Ritter Companies [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 110 |
Acquisitions - Summary of Fai_2
Acquisitions - Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date (Parenthetical) (Details) - shares | Sep. 16, 2019 | Jul. 19, 2019 | Feb. 01, 2019 | Jan. 04, 2019 |
Sheehy [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 2,240,000 | |||
Ursa and JB Lease [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 800,000 | |||
Finkle and Courtlandt [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 1,250,000 | |||
Ritter Companies [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 2,440,982 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Business Combinations [Abstract] | |
Revenue | $ 44,967 |
Net loss | (5,614) |
Net loss available to common stockholders | $ (5,620) |
Basic and diluted weighted-average common stock outstanding | shares | 7,364,560 |
Basic and diluted loss per common stock, as reported | $ / shares | $ (0.76) |
Balance Sheet Disclosures - Sch
Balance Sheet Disclosures - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Balance Sheet Disclosures [Abstract] | |
Beginning balance | $ 2,887 |
Acquisitions | 22,020 |
Reclassified to Assets held for sale | (149) |
Reduction of goodwill | (1,018) |
Acquisition measurement period adjustment | 97 |
Goodwill | $ 23,837 |
Balance Sheet Disclosures - S_2
Balance Sheet Disclosures - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Gross | $ 7,345 | $ 7,345 |
Accumulated Amortization | (1,535) | (1,300) |
Net | 5,810 | 6,045 |
Customer Relationships [Member] | ||
Gross | 4,604 | 4,604 |
Accumulated Amortization | (1,039) | (898) |
Net | 3,565 | 3,706 |
Trade Names [Member] | ||
Gross | 2,416 | 2,416 |
Accumulated Amortization | (426) | (348) |
Net | 1,990 | 2,068 |
Noncompete Agreements [Member] | ||
Gross | 325 | 325 |
Accumulated Amortization | (70) | (54) |
Net | $ 255 | $ 271 |
Balance Sheet Disclosures - Add
Balance Sheet Disclosures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Amortization expense | $ 0.2 | $ 0.2 |
Weighted Average [Member] | ||
Finite-lived intangible asset useful life | 8 years 8 months 12 days | |
Weighted Average [Member] | Customer Relationships [Member] | ||
Finite-lived intangible asset useful life | 8 years 8 months 12 days | |
Weighted Average [Member] | Trade Names [Member] | ||
Finite-lived intangible asset useful life | 9 years 4 months 24 days | |
Weighted Average [Member] | Noncompete Agreements [Member] | ||
Finite-lived intangible asset useful life | 4 years |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2020SegmentStation | Mar. 31, 2019 | |
Customer Concentration Risk [Member] | Revenues [Member] | One customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 87.00% | 90.00% |
Concentration risk, additional characteristic | one customer | |
CNG Fueling Stations [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Number of operating segments | Segment | 2 | |
Number of stations located | Station | 3 | |
Additional number of stations located | Station | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 55,726 | $ 28,376 |
Operating expenses excluding depreciation and amortization | (60,384) | (33,460) |
Depreciation and amortization | (3,470) | (1,236) |
Operating loss | (8,127) | (6,320) |
Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 55,406 | 28,091 |
CNG Fueling Stations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 320 | 285 |
Operating Segment [Member] | Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 55,406 | 28,091 |
Operating expenses excluding depreciation and amortization | (57,186) | (31,474) |
Depreciation and amortization | (3,408) | (1,093) |
Operating loss | (5,187) | (4,476) |
Operating Segment [Member] | CNG Fueling Stations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 320 | 285 |
Operating expenses excluding depreciation and amortization | (325) | (687) |
Depreciation and amortization | (61) | (141) |
Operating loss | (67) | (543) |
Corporate and Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating expenses excluding depreciation and amortization | (2,873) | (1,299) |
Depreciation and amortization | (1) | (2) |
Operating loss | $ (2,873) | $ (1,301) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 18, 2019 | Nov. 07, 2019 | Jan. 07, 2019 | Jan. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Feb. 27, 2020 | Oct. 15, 2019 |
Related Party Transaction [Line Items] | |||||||||
Accounts payable converted to common stock | $ 10,000 | ||||||||
Accounts payable - related party amount settled | (91,000) | ||||||||
Accrued interest - related party | $ 1,680,000 | $ 1,482,000 | |||||||
Common stock, shares issued | 12,102,498 | 12,093,834 | |||||||
Property, equipment, and land, net | $ 39,394,000 | $ 41,731,000 | |||||||
CNG Tractors [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued | 1,174,800 | ||||||||
Warrant issued | 1,174,800 | ||||||||
Warrants, exercise price | $ 2.50 | ||||||||
Property, equipment, and land, net | $ 3,500,000 | ||||||||
Accrued expenses | $ 3,500,000 | ||||||||
Description of warrants | Company entered into an agreement with an existing stockholder to purchase used CNG tractors in exchange for 1,174,800 shares of the Company’s common stock and a warrant to purchase 1,174,800 shares of the Company’s common stock at an exercise price of $2.50 per share. Although the Company has taken possession of the tractors, as of December 31, 2019, the issuance of the common stock and the warrant had not yet occurred. Accordingly, the Company has recorded $3.5 million related to the tractors within property, equipment, and land, net on its consolidated balance sheet, with an associated $3.5 million related to the Company’s obligation to issue the common stock and the warrant to purchase common stock within common stock issuable. | ||||||||
Common Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt repayment in the form shares | 8,664 | ||||||||
Common stock, shares issued | 1,260,000 | 1,260,000 | |||||||
Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Recognized operating lease expense | $ 300,000 | 100,000 | |||||||
Officer [Member] | Accounts Payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease liabilities | $ 100,000 | $ 100,000 | |||||||
Officer and Sheehy Enterprises Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment of principal amount to Peck | $ 150,000 | ||||||||
Sheehy Enterprises, Inc. [Member] | Intercompany Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment of principal amount to Peck | $ 400,000 | ||||||||
Repayments of related party notes | 400,000 | ||||||||
Aggregate principal amount | 48,000 | ||||||||
Accrued interest - related party | 40,000 | ||||||||
Gain or loss on settlement of related party debt | $ 0 | ||||||||
Sheehy Enterprises, Inc. [Member] | Collateral Security Pledge Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Security deposit | $ 300,000 | ||||||||
Related party transaction, expiration date | Mar. 1, 2020 | ||||||||
Sheehy Enterprises, Inc. [Member] | Common Stock [Member] | Intercompany Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt repayment in the form shares | 35,156 | 35,156 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party (Details) $ in Thousands | Jan. 02, 2019USD ($) |
Related Party Transaction [Line Items] | |
Due from (to) related party | $ 252 |
Sheehy Enterprises Inc [Member] | |
Related Party Transaction [Line Items] | |
Due from (to) related party | (440) |
North American Dispatch Systems [Member] | |
Related Party Transaction [Line Items] | |
Due from (to) related party | 777 |
Officer [Member] | |
Related Party Transaction [Line Items] | |
Due from (to) related party | $ (85) |
Factoring Arrangements - Additi
Factoring Arrangements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Factored accounts receivable, description | Certain of the Company’s wholly-owned subsidiaries have entered into accounts receivable factoring arrangements with a financial institution (the “Factor”) with termination dates starting in September 2021 that automatically renew for successive one-year periods (absent either party's written election to terminate, which did not occur). Pursuant to the terms of the agreements, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a recourse basis for credit-approved accounts. The Factor remits 95% of the contracted accounts receivable balance for a given month to the Company (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the customer. | ||
Factor remits percentage of contracted accounts receivable | 95.00% | ||
Financing cost interest rate prime | 4.00% | ||
Financing costs of interest rate | 2.00% | ||
Factor fee | 0.25% | ||
Factored receivables, interest expense | $ 0.6 | $ 0.3 | |
Factored receivables, financing fees | $ 0.6 | $ 0.3 | |
Prime Rate [Member] | |||
Financing costs of interest rate | 6.00% | 6.75% |
Factoring Arrangements - Schedu
Factoring Arrangements - Schedule of Earned and Unearned Components Included in Advances from Factoring Arrangement (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Factoring With Recourse [Abstract] | ||
Purchased accounts receivable | $ 6,903 | $ 7,680 |
Unearned future contract advances | 18,073 | 10,366 |
Total | $ 24,976 | $ 18,046 |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 16, 2019USD ($)$ / sharesshares | Sep. 16, 2019USD ($)Warrant$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||
Line-of-credit paid | $ 6,000 | |||||||
Loss on extinguishment of debt | $ (10,086,000) | |||||||
Obtained additional term loan commitments | $ 4,902,000 | |||||||
Antara Capital [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants, exercise price | $ / shares | $ 2.50 | $ 2.50 | ||||||
Loss on extinguishment of debt | $ (10,100,000) | |||||||
Maximum [Member] | Antara Capital [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant to purchase number of common stock | shares | 3,250,000 | 3,250,000 | ||||||
Antara Capital Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant to purchase number of common stock | shares | 3,250,000 | 3,650,000 | 3,250,000 | |||||
Warrants, exercise price | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | |||||
Antara Financing Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 31,700,000 | $ 31,700,000 | $ 25,400,000 | |||||
Stock issued as advisory fee | shares | 98,000 | |||||||
Value of stock issued as advisory fee | $ 100,000 | |||||||
Capitalized interest | $ 900,000 | 900,000 | ||||||
Financing Agreement [Member] | Antara Warrants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of warrants issued | Warrant | 2 | |||||||
Class of warrant to purchase number of common stock | shares | 4,375,000 | 4,375,000 | ||||||
Conversion of stock, description | Concurrently, and in connection with the Financing Agreement, the Company issued two warrants (the “$0.01 Warrant” and the “$2.50 Warrant” and collectively, the “Antara Warrants”) to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the “Antara Warrant Shares”). The $0.01 Antara Warrant grants Antara Capital the right to purchase up to 3,350,000 Antara Warrant Shares at an exercise price of $0.01 per share and is exercisable for five years from the date of issuance. The $2.50 Antara Warrant grants Antara Capital the right to purchase up to 1,025,000 Antara Warrant Shares at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, and is exercisable for ten years from the date of issuance. | |||||||
Financing Agreement [Member] | Antara Warrants [Member] | Loadtrek [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant to purchase number of common stock | shares | 1,500,000 | 1,500,000 | ||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||
Financing Agreement [Member] | 0.01 Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||
Class of warrant or rights, exercisable term | 5 years | 5 years | ||||||
Financing Agreement [Member] | 0.01 Warrant [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant to purchase number of common stock | shares | 3,350,000 | 3,350,000 | ||||||
Financing Agreement [Member] | 2.50 Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants, exercise price | $ / shares | $ 2.50 | $ 2.50 | ||||||
Class of warrant or rights, exercisable term | 10 years | 10 years | ||||||
Financing Agreement [Member] | 2.50 Warrant [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant to purchase number of common stock | shares | 1,025,000 | 1,025,000 | ||||||
Incremental Amendment [Member] | Antara Capital Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of warrant to purchase number of common stock | shares | 3,650,000 | |||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||
Class of warrant or rights, exercisable term | 10 years | |||||||
Warrants issued, description | the Company issued a warrant (the “Antara Warrant 2020”) to Antara Capital to purchase 3,650,000 shares (the “Antara Warrant Shares 2020”) of the Company’s common stock at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, as an incentive. The issuance of this warrant results in an additional debt discount that will be amortized to interest expense over the term of the debt using the effective interest method. The Antara Warrant 2020 is exercisable for ten years from the date of issuance. If the fair market value of the Antara Warrant Shares 2020 is greater than $2.50 at the end of the exercise period, then the Antara Warrant 2020 will be deemed to be exercised automatically and immediately prior to the end of the exercise period. Pursuant to the Antara Warrant 2020, the Company granted Antara Capital preemptive rights to purchase its pro rata share, determined based on the number of shares held by Antara Capital or into which warrants held by Antara Capital (including the Antara Warrant 2020) are exercisable, of capital stock issued by the Company after the issuance date of the Antara Warrant 2020, subject to certain excepted issuances. | |||||||
Incremental Amendment [Member] | Antara Capital Warrant [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||
Term Loan [Member] | Antara Financing Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 24,500,000 | $ 24,500,000 | $ 31,700,000 | $ 31,700,000 | ||||
Debt borrowed | $ 22,400,000 | $ 22,400,000 | $ 2,100,000 | |||||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | ||||
Maturity date | Sep. 16, 2022 | Sep. 16, 2022 | ||||||
Agreement, description | the Company entered into a $24.5 million financing agreement (the “Financing Agreement”) among the Company, each subsidiary of the Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent. Pursuant to the Financing Agreement, the Company initially borrowed $22.4 million and borrowed the remaining $2.1 million during October 2019 (the “Term Loan”). | |||||||
Unamortized debt discount | $ 9,000,000 | $ 9,000,000 | $ 1,700,000 | $ 1,700,000 | $ 8,600,000 | |||
Term loans, description | The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payment made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payment made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds were to be used to (i) effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs. | |||||||
Term Loan [Member] | Antara Financing Agreement [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 7.00% | |||||||
Term Loan [Member] | Antara Financing Agreement [Member] | If Prepayment Made After September 16, 2020 But on or Prior to September 16, 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 5.00% | |||||||
Term Loan [Member] | Antara Financing Agreement [Member] | If Prepayment Made After September 16, 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 0.00% | |||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 12.00% | |||||||
Term loans, description | The Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020, and (ii) 5% of each prepayment made after September 16, 2020, but on or prior to September 16, 2021, with no premium due after September 16, 2021. | |||||||
Percentage of financing fee | 2.00% | |||||||
Reimbursement of expenses | $ 100,000 | |||||||
Financing fees, description | The Company paid a 2% financing fee in connection with its entry into the Incremental Amendment. The Company also reimbursed the Collateral Agent for $0.1 million of fees, costs, and expenses previously accrued under the Financing Agreement and in addition paid fees, costs, and expenses of the Collateral Agent and the lenders newly incurred in connection with the Incremental Amendment. | |||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | Antara Capital [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt borrowed | 3,200,000 | |||||||
Obtained additional term loan commitments | $ 3,200,000 | |||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 7.00% | |||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | If Prepayment Made After September 16, 2020 But on or Prior to September 16, 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 5.00% | |||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | If Prepayment Made After September 16, 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 0.00% | |||||||
Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt borrowed | $ 3,100,000 | $ 3,100,000 | ||||||
Interest rate | 12.00% | 12.00% | ||||||
Obtained additional term loan commitments | $ 3,100,000 | |||||||
Term loans, description | The Second Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020 and (ii) 5% of each prepayment made after September 16, 2020 but on or prior to September 16, 2021, with no premium due after September 16, 2021. | |||||||
Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 7.00% | |||||||
Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made After September 16, 2020 But on or Prior to September 16, 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 5.00% | |||||||
Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made After September 16, 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, prepayment premium percentage | 0.00% |
Debt - Schedule of Debt (With U
Debt - Schedule of Debt (With Unrelated Parties) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less current portion | $ (6,955) | $ (5,681) |
Long-term debt, less current portion | 9,168 | 12,109 |
Secured Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount | (100) | (200) |
Long Term Debt with Unrelated Parties [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 16,177 | 17,884 |
Debt issuance costs | (22) | (38) |
Debt discount | (32) | (56) |
Long-term debt, net | 16,123 | 17,790 |
Less current portion | (6,955) | (5,681) |
Long-term debt, less current portion | 9,168 | 12,109 |
Long Term Debt with Unrelated Parties [Member] | Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 782 | 814 |
Long Term Debt with Unrelated Parties [Member] | Secured Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,028 | 1,005 |
Long Term Debt with Unrelated Parties [Member] | Advance From Supplier Acquired From Thunder Ridge [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 881 | 890 |
Long Term Debt with Unrelated Parties [Member] | Notes Payable Acquired From JB Lease [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,054 | 3,575 |
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company Issued February Eleven Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 633 | 673 |
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company Issued January Twenty Two Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 163 | 224 |
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company Issued January Twenty Three Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,053 | 3,203 |
Long Term Debt with Unrelated Parties [Member] | Equipment Notes Payable Acquired From Sheehy [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 287 | 614 |
Long Term Debt with Unrelated Parties [Member] | Notes Payable To Bank Acquired From Sheehy [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 744 | 787 |
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,331 | 1,400 |
Long Term Debt with Unrelated Parties [Member] | Frinkle Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,999 | 4,450 |
Long Term Debt with Unrelated Parties [Member] | Convertible Note [Member] | Note Payable Issued During November Two Thousand And Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 206 | 225 |
Long Term Debt with Unrelated Parties [Member] | Convertible Note [Member] | Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 16 | $ 24 |
Debt - Schedule of Debt (With_2
Debt - Schedule of Debt (With Unrelated Parties) (Parenthetical) (Details) | Feb. 11, 2019USD ($) | Jan. 23, 2019USD ($) | Jan. 22, 2019USD ($) | Aug. 31, 2017USD ($) | Oct. 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2019USD ($) |
Advance From Supplier Acquired From Thunder Ridge [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 1,000,000 | |||||||||||
Interest rate | 8.50% | |||||||||||
Maturity date, month and year | 2022-07 | |||||||||||
Note payable, description | Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $1.0 million was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5%, is collateralized by substantially all of Thunder Ridge’s assets, and has a July 2022 maturity date. | |||||||||||
Note Payable Issued During November Two Thousand And Eighteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 300,000 | |||||||||||
Interest rate | 3.00% | |||||||||||
Maturity date, month and year | 2022-10 | |||||||||||
Note payable, description | The note calls for quarterly principal payments on January, April, July, and October 1st of $18,750 plus the related accrued interest. | |||||||||||
Notes payable, quarterly principal payment | $ 18,750 | |||||||||||
Note Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 1,300,000 | |||||||||||
Maturity date, month and year | 2024-03 | |||||||||||
Note payable, description | The $1.3 million note payable was issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. The note matures March 2024, is secured by substantially all of Titan’s business assets and is personally guaranteed by certain former members of Titan including a member of our board of directors and certain of his relatives, and beneficial owners of more than 5% of our undiluted shares of common stock. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. In 2016, the Company issued 35,491 units (equivalent to 31,203 common shares) to those members as compensation for the guarantee. | |||||||||||
Note Payable [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of common stock of guaranteed beneficial owners | 5.00% | |||||||||||
Note Payable [Member] | Former Members Of Titan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Units issued | shares | 35,491 | |||||||||||
Number of units equivalent to common shares | shares | 31,203 | |||||||||||
Note Payable [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis points added to LIBOR rate | 2.35% | |||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 1,000,000 | |||||||||||
Interest rate | 9.00% | |||||||||||
Unamortized debt discount | $ 100,000 | $ 200,000 | ||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||
Secured convertible promissory notes | $ 4,000,000 | |||||||||||
Paid debt issuance costs | $ 500,000 | |||||||||||
Debt instrument repayment interval period | 2 years | |||||||||||
Conversion rate | $ / shares | $ 2.50 | |||||||||||
Debt instrument, conversion feature description | The Secured Convertible Notes are convertible into shares (the “Note Shares”) of the Company’s common stock at a conversion rate of $2.50 per share of common stock at the Holder’s option: 1) at any time after the first anniversary of the date of issuance or 2) at any time within 90 days after a “triggering event,” including a sale, reorganization, merger, or similar transaction where the Company is not the surviving entity. The Secured Convertible Notes are also subject to mandatory conversion at any time after the first anniversary of the date of issuance if the average volume of shares of common stock traded on the Nasdaq Capital Market, NYSE American Market or a higher tier of either exchange is 100,000 or more for the 10 trading days prior to the applicable date. Such a mandatory conversion has not occurred. | |||||||||||
Liquidated damages | 1.00% | |||||||||||
Liquidated damages incurred | $ 100,000 | |||||||||||
Payments for liquidated damages | $ 100,000 | |||||||||||
Warrant exercise period | 10 years | |||||||||||
Fair value of warrants | $ 700,000 | |||||||||||
Debt instrument, description | As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black Scholes pricing model was $0.7 million, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates and the assumption of no dividends. | |||||||||||
Amount added to principal balance | $ 100,000 | |||||||||||
Secured Convertible Promissory Notes [Member] | Long-term Debt [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized debt issuance costs | 100,000 | $ 200,000 | ||||||||||
Secured convertible promissory notes | $ 3,100,000 | |||||||||||
Secured Convertible Promissory Notes [Member] | Volatility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants outstanding, measurement input | 65 | |||||||||||
Secured Convertible Promissory Notes [Member] | Discount Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants outstanding, measurement input | 2.89 | |||||||||||
Secured Convertible Promissory Notes [Member] | Measurement Input Expected Dividend Payment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants outstanding, measurement input | 0 | |||||||||||
Secured Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued | shares | 1,602,000 | |||||||||||
Secured Convertible Promissory Notes [Member] | Minimum [Member] | Discount Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants outstanding, measurement input | 2.85 | |||||||||||
Secured Convertible Promissory Notes [Member] | Maximum [Member] | Discount Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants outstanding, measurement input | 3 | |||||||||||
Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Note payable, description | The three equipment notes are payable to banks and were acquired in the Thunder Ridge acquisition with interest rates ranging from 2.99% to 6.92%, with maturity dates between September 2020 and January 2023. The notes are collateralized by equipment. | |||||||||||
Maturity start date | 2020-09 | |||||||||||
Maturity end date | 2023-01 | |||||||||||
Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 2.99% | |||||||||||
Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 6.92% | |||||||||||
Equipment Notes Payable Acquired From Sheehy [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Note payable, description | The equipment notes payable acquired from Sheehy, payable to various financing companies, have maturity dates varying from June 2020 to August 2020 and interest rates ranging from 3.1% to 4.1% per annum. The notes are guaranteed by stockholders and secured by the equipment and a general business security interest. | |||||||||||
Maturity start date | 2020-06 | |||||||||||
Maturity end date | 2020-08 | |||||||||||
Equipment Notes Payable Acquired From Sheehy [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 3.10% | |||||||||||
Equipment Notes Payable Acquired From Sheehy [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 4.10% | |||||||||||
Notes Payable To Banks Acquired From Sheehy [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity start date | 2020-09 | |||||||||||
Maturity end date | 2021-12 | |||||||||||
Notes Payable To Banks Acquired From Sheehy [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 4.35% | |||||||||||
Notes Payable To Banks Acquired From Sheehy [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 4.375% | |||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 800,000 | $ 3,800,000 | $ 300,000 | |||||||||
Interest rate | 10.20% | 10.10% | 10.60% | |||||||||
Maturity date | Feb. 11, 2023 | Feb. 23, 2024 | Jan. 22, 2023 | |||||||||
Notes Payable, Other Payables [Member] | J B Lease [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity start date | 2019-09 | |||||||||||
Maturity end date | 2024-08 | |||||||||||
Notes Payable, Other Payables [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date, month and year | 2023-03 | |||||||||||
Interest rate | 4.50% | |||||||||||
Notes Payable, Other Payables [Member] | Minimum [Member] | J B Lease [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 3.90% | |||||||||||
Notes Payable, Other Payables [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date, month and year | 2024-10 | |||||||||||
Interest rate | 8.94% | |||||||||||
Notes Payable, Other Payables [Member] | Maximum [Member] | J B Lease [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 5.10% | |||||||||||
Finkle Equipment Notes [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 5.20% | |||||||||||
Maturity date, month and year | 2020-05 | |||||||||||
Finkle Equipment Notes [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 11.80% | |||||||||||
Maturity date, month and year | 2025-09 |
Debt - Schedule of Debt (With R
Debt - Schedule of Debt (With Related Parties) (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Sep. 16, 2019 |
Debt Instrument [Line Items] | ||||
Less current portion | $ (48,199,000) | $ (25,656,000) | ||
Long-term debt, less current portion - related party | 2,984,000 | 12,012,000 | ||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||
Debt Instrument [Line Items] | ||||
Less current portion | (3,800,000) | |||
Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | ||||
Debt Instrument [Line Items] | ||||
Less current portion | (1,900,000) | |||
Antara Financing Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 2,100,000 | $ 22,400,000 | ||
Debt issuance costs | (500,000) | |||
Long Term Debt With Related Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 60,497,000 | 54,553,000 | ||
Debt issuance costs | (112,000) | (615,000) | ||
Debt discount | (9,202,000) | (16,270,000) | ||
Long-term debt, net | 51,183,000 | 37,668,000 | ||
Less current portion | (48,199,000) | (25,656,000) | ||
Long-term debt, less current portion - related party | 2,984,000 | 12,012,000 | ||
Long Term Debt With Related Parties [Member] | Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 9,500,000 | 9,500,000 | ||
Long Term Debt With Related Parties [Member] | Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 3,800,000 | 3,800,000 | ||
Long Term Debt With Related Parties [Member] | Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 4,000,000 | 4,000,000 | ||
Long Term Debt With Related Parties [Member] | Secured Convertible Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 3,067,000 | 3,000,000 | ||
Long Term Debt With Related Parties [Member] | Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 1,892,000 | 1,972,000 | ||
Long Term Debt With Related Parties [Member] | Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 6,111,000 | 6,417,000 | ||
Long Term Debt With Related Parties [Member] | Notes Payable Acquired From Ritter [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 474,000 | 487,000 | ||
Long Term Debt With Related Parties [Member] | Antara Financing Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 31,653,000 | $ 25,377,000 |
Debt - Schedule of Debt (With_3
Debt - Schedule of Debt (With Related Parties) (Parenthetical) (Details) - USD ($) | Sep. 16, 2019 | Aug. 30, 2019 | Feb. 02, 2019 | Jun. 01, 2018 | Feb. 01, 2017 | Feb. 28, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2018 |
Debt Instrument [Line Items] | |||||||||
Long term debt current | $ 48,199,000 | $ 25,656,000 | |||||||
Fair value of the warrants | (8,235,000) | ||||||||
Antara Financing Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | 31,700,000 | 25,400,000 | |||||||
Term Loan [Member] | Antara Financing Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 24,500,000 | $ 31,700,000 | |||||||
Interest rate | 12.00% | 12.00% | |||||||
Maturity date | Sep. 16, 2022 | Sep. 16, 2022 | |||||||
Unamortized debt discount | $ 9,000,000 | $ 1,700,000 | 8,600,000 | ||||||
Unamortized debt issuance costs | 500,000 | ||||||||
Term Loan [Member] | Maximum [Member] | Antara Financing Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 100,000 | ||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 9,500,000 | ||||||||
Interest rate | 1.50% | ||||||||
Maturity date | Feb. 1, 2026 | ||||||||
Interest rate | 5.10% | ||||||||
Note payable maturity, description | The four promissory notes were issued to the former EAF members with interest at 1.5%, issued February 1, 2017, and mature February 1, 2026. | ||||||||
Unamortized debt discount | $ 6,900,000 | 7,100,000 | |||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock | 7,000,000 | ||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 3,800,000 | ||||||||
Long term debt current | $ 3,800,000 | ||||||||
Note payable maturity, description | an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million; or (c) an event of default. | ||||||||
Principle and interest payments | $ 0 | ||||||||
Debt instrument extended maturity month and year | 2019-07 | ||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Financing Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument extended maturity month and year | 2022-11 | ||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Common Stock [Member] | Financing Agreement [Member] | EAF [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt discount | $ 200,000 | 200,000 | |||||||
Class of warrant to purchase number of common stock | 350,000 | ||||||||
Warrants, exercise price | $ 0.01 | ||||||||
Warrants, terms | 5 years | ||||||||
Fair value of the warrants | $ 200,000 | ||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 7.50% | ||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Default interest rate | 12.50% | ||||||||
Private offering of capital stock | $ 10,000,000 | ||||||||
Promissory Notes | Antara Financing Agreement [Member] | EAF [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt current | 4,000,000 | ||||||||
Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | 4,000,000 | ||||||||
Interest rate | 7.50% | ||||||||
Maturity date, month and year | 2020-02 | ||||||||
Principle and interest payments | $ 0 | ||||||||
Promissory note | $ 4,000,000 | ||||||||
Debt instrument extended maturity month and year | 2022-11 | ||||||||
Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Common Stock [Member] | Antara Financing Agreement [Member] | EAF [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt discount | 200,000 | 200,000 | |||||||
Warrants, exercise price | $ 0.01 | ||||||||
Warrants issued | 350,000 | ||||||||
Class of warrant or rights, exercisable term | 5 years | ||||||||
Fair value of the warrants | $ 300,000 | ||||||||
Secured Convertible Promissory Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | 1,000,000 | ||||||||
Interest rate | 9.00% | ||||||||
Unamortized debt discount | $ 100,000 | $ 200,000 | |||||||
Warrants, exercise price | $ 2.50 | ||||||||
Secured convertible promissory notes | $ 4,000,000 | ||||||||
Secured Convertible Promissory Notes [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued | 1,602,000 | ||||||||
Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 2,500,000 | ||||||||
Long term debt current | $ 1,900,000 | ||||||||
Interest rate | 6.00% | ||||||||
Maturity date | Nov. 30, 2022 | ||||||||
Note payable maturity, description | a maturity date of the earlier of (a) the date the Company raises $40.0 million in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Trey Peck’s employment with the Company by the Company without cause or by Trey Peck for good reason. | ||||||||
Default interest rate | 9.00% | ||||||||
Debt instrument extended maturity month and year | 2019-08 | ||||||||
Proceeds from public or private offering | $ 40,000,000 | ||||||||
Maturity start date | Dec. 31, 2018 | ||||||||
Payment of principal amount to Peck | $ 150,000 | ||||||||
Payment of increased monthly principal amount to Peck | $ 20,000 | ||||||||
Maturity date | monthly | ||||||||
Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member] | Ursa and JB Lease [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long term debt current | $ 6,100,000 | ||||||||
Interest rate | 9.00% | ||||||||
Maturity date | Aug. 31, 2020 | ||||||||
Maturity date, month and year | 2022-11 | ||||||||
Extended maturity date | Aug. 30, 2019 | ||||||||
Principle and interest payments | $ 6,400,000 | ||||||||
Increased principal amount if not repaid on maturity date | $ 6,400,000 | ||||||||
Debt instrument, date of first required payment | Jun. 1, 2019 | ||||||||
Notes Payable Acquired From Ritter [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 7.00% | ||||||||
Maturity date, month and year | 2028-12 |
Stockholders' Deficit and War_3
Stockholders' Deficit and Warrants - Additional Information (Details) | Mar. 24, 2020USD ($)Vote$ / sharesshares | Feb. 27, 2020USD ($)shares | Sep. 16, 2019USD ($)$ / sharesshares | Sep. 16, 2019USD ($)$ / sharesshares | Apr. 01, 2019USD ($)shares | Jan. 04, 2019USD ($)shares | Oct. 09, 2017USD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Mar. 31, 2019USD ($) | Mar. 27, 2020USD ($)$ / sharesshares | Feb. 29, 2020$ / sharesshares |
Class Of Stock [Line Items] | ||||||||||||
Warrants issued | 16,375,000 | 6,225,000 | ||||||||||
Aggregate legal settlements to be paid | $ | $ 100,000 | |||||||||||
Public or private debt or equity securities offerings | $ | $ 2,000,000 | |||||||||||
Issuance of common stock upon satisfaction of deferred compensation | 89,092 | |||||||||||
Separation agreement, description | Pursuant to the Separation Agreement, the Company and former president agreed that (i) his last day of employment with the Company was October 9, 2017, (ii) he will be paid an aggregate of $0.1 million within ten business days after the Company raises an aggregate of $2.0 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction of $0.2 million of deferred compensation, the Company will issue 89,092 shares of its common stock within ten business days after the Company raises an aggregate of $2.0 million in any combination of public or private debt or equity securities offerings. | |||||||||||
Common stock, shares issued | 12,102,498 | 12,093,834 | ||||||||||
Fair value of common stock issued | $ | $ 10,000 | |||||||||||
Issue of common shares | 1,500,000 | |||||||||||
Fair value of warrants | $ | $ 7,400,000 | $ 7,400,000 | ||||||||||
Decrease in common stock and additional paid-in capital | $ | $ 3,200,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred shares issued, description | On March 24, 2020, the Company filed a Certificate of Designation of Rights and Preferences of Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to 3,075,000 shares of Series B Preferred Stock. | |||||||||||
Preferred stock, shares authorized | 3,075,000 | |||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||||
Preferred stock dividend payment period | 5 years | |||||||||||
Preferred stock per share amounts of preferred dividends in arrears | $ / shares | $ 3 | |||||||||||
Preferred dividend, description | An annual, non-compounding dividend accrues on the Series B Preferred Stock at a rate of 10% per annum for five years from the date the Preferred Stock is issued. The dividend is payable, if and when declared by the Board of Directors, in arrears in the form of shares of Series B Preferred Stock at a rate of $3.00 per share, or, at the Company’s option, quarterly in arrears in cash. Such dividends will not accrue with respect to shares of Series B Preferred Stock issued as dividends, will begin to accrue as of the date on which the Series B Preferred Stock is issued, and will accrue whether or not declared and whether or not there will be funds legally available for the payment of dividends. For the avoidance of doubt, no dividends shall accrue on the Series B Preferred Stock after March 23, 2025.Liquidation PreferenceThe holders of the Series B Preferred Stock are entitled to a liquidation preference of $3.00 per share of Series B Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. RedemptionThe Series B Preferred Stock may be redeemed by the Company at any time at a redemption price equal to $3.00 plus all accrued but unpaid dividends, | |||||||||||
Preferred stock, liquidation preference per share | $ / shares | 3 | |||||||||||
Preferred stock, redemption price per share | $ / shares | $ 3 | |||||||||||
Number of vote entitled for each shares | Vote | 4 | |||||||||||
Number of common stock issued upon conversion of preferred stock | 1 | |||||||||||
Exercise of conversion right, notice period | 5 days | |||||||||||
Increase in preferred stock | $ | $ 3,200,000 | |||||||||||
Minimum [Member] | Series B Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Conversion of stock, description | The Series B Preferred Stock is convertible at any time at the option of the holder or the Company at an initial conversion ratio of one share of common stock for each share of Series B Preferred Stock, subject to adjustments for stock dividends, splits, combinations and similar events. If the Company is the party electing to exercise the conversion right, it must provide five days’ prior notice to the holders of the Series B Preferred Stock during which the holders of Series B Preferred Stock may elect to exercise their redemption right to receive cash in lieu of the common stock that would otherwise be issued by the Company in connection with the conversion. In addition, each share of Series B Preferred Stock will automatically convert to one share of common stock (i) if the closing price on all domestic securities exchanges on which the common stock may at the time be listed exceeds $3.00 per share for 90 consecutive trading days and the average daily trading volume of the common stock is at least 20,000 shares for that same period; (ii) immediately prior to closing a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to an offer and sale of shares of common stock that generates gross proceeds of at least $25.0 million; or (iii) immediately prior to effectiveness of a registration statement under the Securities Act covering shares of common stock sold in a private offering that generates gross proceeds of at least $25.0 million. If the automatic conversion of Series B Preferred Stock pursuant to subpart (ii) or (iii) of the previous sentence occurs prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, then all dividends that would have accrued with respect to the Series B Preferred Stock for the period from the conversion date to the fifth anniversary of the issuance date will be deemed to automatically accrue and be treated as accrued and unpaid dividends on such Series B Preferred Stock as of immediately prior to conversion. | |||||||||||
Closing price per share of listed common stock for 90 consecutive trading days required for conversion of preferred stock | $ / shares | $ 3 | |||||||||||
Average daily trading volume of common stock required for conversion of preferred stock | 20,000 | |||||||||||
Minimum [Member] | Series B Preferred Stock [Member] | Public Offering [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ | $ 25,000,000 | |||||||||||
Minimum [Member] | Series B Preferred Stock [Member] | Private Offering [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ | $ 25,000,000 | |||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||
Fair value of warrants | $ | $ 700,000 | |||||||||||
Ritter Acquisition [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Shares issued upon conversion | 2,440,982 | |||||||||||
Sheehy [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Shares issued upon conversion | 2,240,000 | |||||||||||
Sheehy [Member] | Maximum [Member] | Put Option [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Exchange of common stock fair value | $ | $ 1,200,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Payments of underwriter discounts or commissions | $ | $ 0 | |||||||||||
Sale of stock, description | the Company sold a total of 1,260,000 shares of its common stock to Danny Cuzick (“Cuzick”) and R. Scott Wheeler (“Wheeler”) for aggregate gross proceeds of $3.2 million pursuant to the terms of a subscription agreement. The Company did not pay any underwriter discounts or commissions in connection with the sale of the shares. The shares of common stock sold have the right to convert into securities which bear the same terms as those offered to satisfy the Liquidity Milestone defined in the Incremental Amendment (such securities being the Series B Preferred Stock discussed below). | |||||||||||
Debt repayment in the form shares | 8,664 | |||||||||||
Common stock, shares issued | 1,260,000 | 1,260,000 | ||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ | $ 3,200,000 | |||||||||||
Conversion of stock, description | During the fourth quarter of 2019, the Company agreed to issue 8,664 shares of common stock to settle a note payable and the associated accrued interest. The Company issued these shares during the first quarter of 2020. | |||||||||||
Common Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redemption of common Stock, description | On March 24, 2020, in accordance with the terms of the common stock subscription agreement, the Company entered into a stock redemption agreement with each of Cuzick and Wheeler, pursuant to which (i) the Company redeemed 1,200,000 and 60,000 shares of its common stock held by Cuzick and Wheeler, respectively, and (ii) agreed to issue 1,000,000 and 50,000 shares of its Series B Preferred Stock to Cuzick and Wheeler, respectively. The Company accounted for this exchange as a $3.2 million increase in Series B Preferred Stock and a $3.2 million decrease in common stock and additional paid-in capital. | |||||||||||
Common Stock [Member] | Ritter Acquisition [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Shares issued upon conversion | 2,440,982 | |||||||||||
Common Stock [Member] | Sheehy [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Shares issued upon conversion | 2,240,000 | |||||||||||
Common Stock [Member] | Sheehy [Member] | Maximum [Member] | Put Option [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Exchange of common stock fair value | $ | $ 1,200,000 | |||||||||||
Antara Capital Warrant [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | $ 2.50 | ||||||||||
Class of warrant to purchase number of common stock | 3,250,000 | 3,650,000 | ||||||||||
Antara Warrants [Member] | Financing Agreement [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Conversion of stock, description | Concurrently, and in connection with the Financing Agreement, the Company issued two warrants (the “$0.01 Warrant” and the “$2.50 Warrant” and collectively, the “Antara Warrants”) to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the “Antara Warrant Shares”). The $0.01 Antara Warrant grants Antara Capital the right to purchase up to 3,350,000 Antara Warrant Shares at an exercise price of $0.01 per share and is exercisable for five years from the date of issuance. The $2.50 Antara Warrant grants Antara Capital the right to purchase up to 1,025,000 Antara Warrant Shares at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, and is exercisable for ten years from the date of issuance. | |||||||||||
Class of warrant to purchase number of common stock | 4,375,000 | 4,375,000 | ||||||||||
Former Officer [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Common stock, shares issued | 117,092 | |||||||||||
Settlement amount | $ | $ 38,000 | |||||||||||
Accounts payable related party | $ | 300,000 | |||||||||||
Former Officer [Member] | Gain on Conversion of Accounts Payable [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Gain (loss) on issuance of common stock | $ | 200,000 | |||||||||||
Former Officer [Member] | Common Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Fair value of common stock issued | $ | $ 100,000 | |||||||||||
EAF [Member] | Common Stock [Member] | Promissory Note Two [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants issued | 350,000 | 350,000 | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||
Fair value of warrants | $ | $ 500,000 | $ 500,000 | ||||||||||
Danny Cuzick [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||
Estimated fair value of warrant as dividend | $ | $ 500,000 | |||||||||||
Danny Cuzick [Member] | Series B Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred stock, agreed to issue | 1,000,000 | |||||||||||
Issuance of common stock for cash, shares | 1,000,000 | |||||||||||
Issuance of common stock for cash | $ | $ 3,000,000 | |||||||||||
Danny Cuzick [Member] | Maximum [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Warrants to purchase shares of common stock | 3,250,000 | |||||||||||
Danny Cuzick [Member] | Common Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares redeemed | 1,200,000 | |||||||||||
R. Scott Wheeler [Member] | Series B Preferred Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Preferred stock, agreed to issue | 50,000 | |||||||||||
R. Scott Wheeler [Member] | Common Stock [Member] | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Number of shares redeemed | 60,000 |
Stockholders' Deficit and War_4
Stockholders' Deficit and Warrants - Summary of Activity for Warrants Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 16,375,000 | 6,225,000 |
Number of Warrants, Exercisable | 16,375,000 | 6,225,000 |
Weighted Average Exercise Price, Outstanding | $ 1.71 | $ 0.42 |
Weighted Average Exercise Price, Exercisable | $ 1.71 | $ 0.42 |
Weighted Average Remaining Contractual Term, Outstanding | 8 years 2 months 12 days | 5 years 6 months |
Equity Classified Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 8,856,255 | 8,856,255 |
Number of Warrants, Exercisable | 8,189,589 | 8,189,589 |
Weighted Average Exercise Price, Outstanding | $ 2.91 | $ 2.91 |
Weighted Average Exercise Price, Exercisable | $ 2.66 | $ 2.66 |
Weighted Average Remaining Contractual Term, Outstanding | 8 years 1 month 6 days | 8 years 4 months 24 days |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - shares | 3 Months Ended | ||
Mar. 31, 2020 | Feb. 27, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, shares issued | 12,102,498 | 12,093,834 | |
Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, shares issued | 1,260,000 | 1,260,000 | |
Conversion rights, description | During the fourth quarter of 2019, the Company agreed to issue 8,664 shares of common stock to settle a note payable and the associated accrued interest. The Company issued these shares during the first quarter of 2020. |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Weighted Average Exercise Price | |
Weighted Average Exercise Price, Granted | $ 2.50 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Activity for Warrants Outstanding (Details) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 16,375,000 | 6,225,000 |
Number of Warrants, Exercisable | 16,375,000 | 6,225,000 |
Weighted Average Exercise Price, Outstanding | $ 1.71 | $ 0.42 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, assets, Level 1 to Level 2 transfers, amount | $ 0 | |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | |
Fair value, assets, transfers into (out of) Level 3, amount | 0 | |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | |
Fair value, liabilities, transfers into (out of) Level 3, amount | $ 0 | |
Recurring Fair Value Measurements [Member] | Black-Scholes Option-Pricing Model [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, exercise price | $ 0.01 | |
Recurring Fair Value Measurements [Member] | Monte Carlo Simulation Model [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, exercise price | $ 2.50 | |
Estimated Fair Value [Member] | Recurring Fair Value Measurements [Member] | Antara Financing Agreement [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt obligations | $ 19,600,000 | $ 16,900,000 |
Carrying Amount [Member] | Recurring Fair Value Measurements [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long tern debt remaining obligations | 37,400,000 | 39,200,000 |
Carrying Amount [Member] | Recurring Fair Value Measurements [Member] | Antara Financing Agreement [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt obligations | $ 29,900,000 | $ 16,300,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation for Opening and Closing Balance of Both Liability (Details) - Recurring Fair Value Measurements [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1,021 | $ 850 |
Net change in fair value | 45 | 171 |
Ending balance | 1,066 | $ 1,021 |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuance | 11,100 | |
Net change in fair value | (8,235) | |
Ending balance | $ 2,865 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation for Opening and Closing Balance of Both Liability (Parenthetical) (Details) - Recurring Fair Value Measurements [Member] - Warrant [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance | $ 11,100 |
Net change in fair value | (8,235) |
Revision of Prior Period, Error Correction, Adjustment [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance | 8,300 |
Net change in fair value | $ (2,600) |
Leases - Schedule of Balances R
Leases - Schedule of Balances Recorded in Condensed Consolidated Balance Sheet Related to Lease Arrangements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating leases | $ 13,820 | $ 13,749 |
Finance leases | 12,753 | 3,436 |
Liabilities | ||
Operating leases current | 4,443 | 4,161 |
Finance leases current | 2,197 | 1,196 |
Operating leases non-current | 9,153 | 9,374 |
Finance leases non-current | 11,130 | 2,615 |
Related Party Leases [Member] | ||
Assets | ||
Operating leases | 4,127 | 4,390 |
Finance leases | 476 | 497 |
Liabilities | ||
Operating leases current | 1,032 | 1,005 |
Finance leases current | 71 | 70 |
Operating leases non-current | 2,805 | 3,074 |
Finance leases non-current | $ 433 | $ 451 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Related Party Costs | $ 400,000 | $ 400,000 | |
Lease expiration period | 2029-01 | ||
Sale Lease Back Description | the Company entered into a sale-leaseback transaction whereby it sold equipment for $0.2 million and concurrently entered into a finance lease agreement for the sold equipment with a 49-month term. | ||
Sale-leaseback transaction amount | $ 200,000 | ||
Sale Lease Back [Member] | |||
Lessee Lease Description [Line Items] | |||
Final payment | $ 19,000 | ||
Finance lease agreement term | 49 months | ||
Initial monthly payment | $ 5,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Oct. 11, 2018USD ($) | Feb. 24, 2014 | Mar. 31, 2020USD ($)Vendor | Dec. 31, 2019USD ($)Vendor |
Other Commitments [Line Items] | ||||
Commitments to purchase natural gas on take-or-pay basis with number of vendors | Vendor | 3 | 3 | ||
Estimated remaining commitment liability | $ 400,000 | $ 300,000 | ||
Collateral deposit | 300,000 | |||
Letter of credit, description | EAF is required to provide financial security in the form of a letter of credit originally in the amount of $510,763, which amount may decrease annually during the term of the agreement and was equal to $306,458 as of March 31, 2020 and December 31, 2019. | |||
Incremental Natural Gas Facilities Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Upfront cost | $ 0 | |||
Term of agreement | 5 years | 10 years | ||
Required payments to install pipeline | $ 70,565 | |||
Incremental Natural Gas Facilities Agreement [Member] | Letter of Credit [Member] | ||||
Other Commitments [Line Items] | ||||
Principal amount | 510,763 | |||
Annual decrease in financial security | $ 306,458 | $ 306,458 | ||
El Toro [Member] | ||||
Other Commitments [Line Items] | ||||
Loss contingency, damages awarded value | $ 200,000 |
Subsequent Events - Paycheck Pr
Subsequent Events - Paycheck Protection Program Loan - Additional Information (Details) - Paycheck Protection Program Loan, CARES Act [Member] - USD ($) | Apr. 15, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||
PPP loan audit criteria minimum amount | $ 2,000,000 | |
BOKF, N.A. [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 10,000,000 | |
Interest rate | 1.00% | |
Maturity date | Apr. 15, 2022 | |
Maturity date | monthly | |
Debt instrument prepayment penalties | $ 0 | |
Period for loan amount and accrued interest eligible for forgiveness | 56 days |
Subsequent Events - Issuance of
Subsequent Events - Issuance of Contingent Consideration - Additional Information (Details) - Finkle Transport Inc. [Member] - Subsequent Event [Member] $ in Millions | 1 Months Ended |
Jun. 30, 2020USD ($)shares | |
Subsequent Event [Line Items] | |
Business acquisition, transaction costs | $ | $ 0.3 |
Common Stock [Member] | Contingent Consideration [Member] | |
Subsequent Event [Line Items] | |
Business combination, common stock issued | shares | 870,317 |
Subsequent Events - Second Amen
Subsequent Events - Second Amendment to Forbearance Agreement and Omnibus Amendment to Loan Agreement - Additional Information (Details) | Jan. 03, 2021Tractorshares | Oct. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020$ / sharesshares | Jan. 01, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 15, 2019$ / shares |
CNG Tractors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||
Omnibus Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, covenant description | The Omnibus Amendment contained the following additional covenants:(i)The Company was required to either (a) fully consummate the acquisition by EVO Equipment Leasing, LLC of 89 used CNG tractors on or before January 3, 2021 or (b) issue 1,174,800 shares of the Company’s common stock to the lenders. The Company did not fully consummate the acquisition of the used CNG tractors by January 3, 2021 and became obligated on that date to issue the 1,174,800 shares of the Company’s common stock to the lenders.(ii)The Company was required to issue to each of the lenders ratably warrants authorizing such lender to, on or after January 1, 2021, purchase its ratable share of up to 500,000 shares of the voting common stock of the Company at the price of $0.01 per share with a 10 year expiration. If the Company or any of its subsidiaries had not repaid or partially repaid the obligations with the net proceeds (in the amount of at least $25.0 million) of a financing under the “Main Street Lending Program” on or before December 31, 2020, then the Company was required to issue an additional 1,000,000 warrants to the lenders. The Company had not repaid the $25.0 million by December 31, 2020. Therefore, the Company was required to issue warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock to the lenders. The Company recorded the $0.8 million estimated fair value of the warrants as an increase to interest expense in the fourth quarter of 2020.(iii)All warrants previously issued to lenders, at the election of the lender holding same, will be exchanged without any cash consideration for warrants to purchase for $0.01 per share voting common stock of the Company at the rate of 0.64 warrants for shares of voting common stock of the Company. As a result, warrants to purchase an aggregate of 7,925,000 shares of the Company’s common stock at a price of $2.50 per share were exchanged for an aggregate of 5,072,000 shares of the Company’s common stock at a price of $0.01 per share. | |||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||
Class of warrant to purchase number of common stock | 7,925,000 | |||||
Subsequent Event [Member] | Omnibus Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||
Warrants to purchase number of common stock shares exchange rate | 64.00% | |||||
Common stock | 5,072,000 | |||||
Forecast [Member] | Omnibus Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares to be issued to lenders | 1,174,800 | |||||
Warrants to purchase voting common stock shares | 500,000 | 500,000 | ||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||
Class of warrant or rights, exercisable term | 10 years | |||||
Additional warrants to be issued | 1,000,000 | |||||
Class of warrant to purchase number of common stock | 1,500,000 | |||||
Estimated fair value of warrants | $ | $ 800,000 | |||||
Forecast [Member] | Omnibus Amendment [Member] | Main Street Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Minimum obligation to be repaid | $ | $ 25,000,000 | |||||
Forecast [Member] | Omnibus Amendment [Member] | EVO Equipment Leasing, LLC [Member] | CNG Tractors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of tractors to be acquired | Tractor | 89 | |||||
Common stock shares to be issued to lenders | 1,174,800 | |||||
Paycheck Protection Program Loan [Member] | Subsequent Event [Member] | Omnibus Amendment [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ | $ 10,000,000 |
Subsequent Events - Second Omni
Subsequent Events - Second Omnibus Amendment to Loan Documents - Additional Information (Details) - Second Omnibus Amendment [Member] - Main Street Loan [Member] | Dec. 14, 2020USD ($) |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Principal amount | $ 17,000,000 |
Forecast [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, description | The Second Omnibus Amendment also removed or revised certain covenants contained in the Financing Agreement and prior amendments to the Financing Agreement, including the EBITDA-based financial covenant included in the Financing Agreement, and extended the maturity date of the term loans under the Financing Agreement to the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date of payment in full in cash of all obligations in respect of the Main Street Loan, whichever occurs first. |
Interest rate, terms | Under the Second Omnibus Amendment, interest on the term loans under the Financing Agreement is payable in kind at the rate of 14.5% per annum for the first eight full or partial calendar quarters following the effective date of the Second Omnibus Amendment and is payable in cash at the rate of 12.0% per annum commencing with the ninth calendar quarter following the effective date. |
Debt instrument, payable in kind interest rate | 14.50% |
Debt instrument, interest rate payable in cash | 12.00% |
Subsequent Events - Main Street
Subsequent Events - Main Street Priority Loan Program Facility with Commerce Bank of Arizona, Inc - Additional Information (Details) - Main Street Loan [Member] - Subsequent Event [Member] - Commerce Bank of Arizona Inc [Member] | Dec. 14, 2020USD ($) |
Subsequent Event [Line Items] | |
Debt instrument repayment interval period | 5 years |
Interest rate | 3.00% |
Interest rate, terms | (i) 3% percent per year plus (ii) the rates per year quoted by Bank as Bank’s three month LIBOR rate based upon quotes of the London Interbank Offered Rate, as quoted for U.S. Dollars by Bloomberg, or other comparable services selected by the Bank (the “LIBOR Index”). Such interest rate will change once every third month on the fifth day of the month and will be the LIBOR Index on the day which is two banking days prior to the date the change becomes effective. |
Maturity date | quarterly |
Date of first interest payment | Mar. 14, 2022 |
Unpaid interest as percentage on outstanding principal balance | 15.00% |
Maturity date | Dec. 14, 2025 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Principal amount | $ 17,000,000 |
Subsequent Events - Contributio
Subsequent Events - Contribution of Equity of Environmental Alternative Fuels, LLC to EVO Holding Company, LLC - Additional Information (Details) - Subsequent Event [Member] - Main Street Loan [Member] - Danny Cuzick [Member] $ / shares in Units, $ in Millions | Dec. 14, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Percentage of ownership interest contribution | 100.00% |
Amount of indemnification for guaranty of certain obligations | $ | $ 0.5 |
Warrants to purchase common stock | shares | 1,000,000 |
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 |
Subsequent Events - United Stat
Subsequent Events - United States Postal Service Settlement - Additional Information (Details) - USPS [Member] - Forecast [Member] - USD ($) $ in Millions | Feb. 19, 2021 | Jan. 19, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Payments for transportation settlements | $ 17.5 | $ 7.1 | ||
Additional settlement payment including rate adjustments under settlement agreement | $ 3.8 | |||
Deferred gain | $ 6.3 | |||
Other operating revenue | $ 34.7 |
Subsequent Events - Agreement W
Subsequent Events - Agreement With Triumph Business Capital - Additional Information (Details) $ in Thousands | Mar. 09, 2021USD ($)Installment | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2019USD ($) |
Subsequent Event [Line Items] | ||||
Repayment of factor advances | $ 6 | |||
Triumph Business Capital [Member] | Letter of Intent and Memo of Understanding [Member] | Forecast [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from transportation settlements | $ 1,600 | $ 17,500 | $ 7,100 | |
Transportation settlements fund held in reserve | 600 | |||
Line of credit facility advance | 3,000 | |||
Repayment of factor advances | 11,000 | |||
Amount retained to reduce outstanding principal amount of factoring advances | $ 6,900 | |||
Number of installments for repayment | Installment | 48 | |||
Frequency of payments | monthly | |||
Date of first required payment | Jan. 1, 2022 | |||
Funds held in reserve against advances | $ 800 |
Subsequent Events - Settlement
Subsequent Events - Settlement Agreement and Release - Additional Information (Details) - USD ($) | Mar. 12, 2021 | Mar. 31, 2020 | Jul. 20, 2018 |
Secured Convertible Promissory Notes [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 1,000,000 | ||
Warrants, exercise price | $ 2.50 | ||
DTII Note [Member] | Settlement Agreement And Release [Member] | Secured Convertible Promissory Notes [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 3,000,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | |||
Subsequent Event [Line Items] | |||
Warrants, exercise price | $ 2.50 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Midwest Bank [Member] | |||
Subsequent Event [Line Items] | |||
Notes payable in cash | $ 500,000 | ||
Warrants, exercise price | $ 0.01 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 1,200,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Maximum [Member] | Midwest Bank [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 1,250,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 2.50 Per Share [Member] | |||
Subsequent Event [Line Items] | |||
Warrants, exercise price | $ 2.50 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 2.50 Per Share [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 950,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 0.01 Per Share [Member] | |||
Subsequent Event [Line Items] | |||
Warrants, exercise price | $ 0.01 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 0.01 Per Share [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 250,000 |
Subsequent Events - Purchase an
Subsequent Events - Purchase and Cancellation of Secured Convertible Promissory Notes - Additional Information (Details) - Note Purchase Agreements and Releases [Member] - 2018 Convertible Notes [Member] - Forecast [Member] | Apr. 30, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Principal amount | $ 555,000 |
Notes payable in cash | $ 92,000 |
Warrants to purchase shares of common stock | shares | 231,453 |
Warrants, exercise price | $ / shares | $ 0.01 |
Subsequent Events - 2021 AIP an
Subsequent Events - 2021 AIP and LTIP - Additional Information (Details) - 2021 AIP and LTIP [Member] - Forecast [Member] | Aug. 17, 2021 |
Chief Executive Officer [Member] | |
Subsequent Event [Line Items] | |
Target award | 50.00% |
Other Named Executive Officers [Member] | |
Subsequent Event [Line Items] | |
Target award | 40.00% |
Subsequent Events - Stock Optio
Subsequent Events - Stock Option Repricing - Additional Information (Details) - $ / shares | Sep. 01, 2021 | Mar. 31, 2020 | Feb. 28, 2021 |
Subsequent Event [Line Items] | |||
Stock options, exercise price | $ 2.50 | ||
Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Stock options, exercise price | $ 1.50 | ||
Stock options granted | 4,394,999 | ||
Thomas Abood, Chief Executive Officer [Member] | Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 2,473,231 | ||
Eugene Putnam, Chief Financial Officer [Member] | Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 418,577 | ||
Damon Cuzick, Chief Operating Officer [Member] | Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 1,317,769 | ||
Billy (Trey) Peck, Jr., Executive Vice President [Member] | Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 20,000 | ||
Common Stock [Member] | Warrants [Member] | R. Scott Wheeler, Chief Administrative Officer [Member] | Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 750,000 | ||
Shares issued price per share | $ 1.50 |