Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 21, 2022 | Jun. 30, 2020 | |
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-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 22 | ||
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 or Country Code | DE | ||
Title of 12(g) Security | Common Stock, $0.0001 par value per share | ||
Entity Address, Address Line One | 2075 West Pinnacle Peak Rd. | ||
Entity Address, Address Line Two | Suite 130 | ||
Entity Address, City or Town | Phoenix | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85027 | ||
City Area Code | 877 | ||
Local Phone Number | 973-9191 | ||
Document Annual Report | true | ||
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 26,644 | $ 3,274 |
Accounts receivable - trade, net | 13,033 | 11,683 |
Alternative fuels tax credit receivable | 1,054 | 2,442 |
Due from related party | 40 | |
Prepaids and other current assets | 2,205 | 2,765 |
Total current assets | 42,976 | 20,164 |
Non-current assets | ||
Property and equipment, net | 28,240 | 41,731 |
Goodwill | 23,837 | 23,837 |
Intangible assets, net | 5,087 | 6,045 |
Operating lease right-of-use assets, net | 10,473 | 13,749 |
Finance lease right-of-use assets, net | 27,913 | 3,436 |
Assets held for sale | 450 | |
Deposits and other long-term assets | 3,797 | 2,326 |
Total non-current assets | 99,347 | 91,574 |
Total assets | 142,323 | 111,738 |
Current liabilities | ||
Accounts payable | 11,698 | 16,262 |
Accrued expenses and other current liabilities | 18,589 | 12,880 |
Accrued interest - related party | 2,249 | 1,482 |
Embedded derivative liability | 2,278 | 1,021 |
Warrant liabilities | 11,264 | |
Advances under factoring arrangements | 24,397 | 18,046 |
Current portion of long-term debt | 12,727 | 5,681 |
Current portion of long-term debt - related party | 50,252 | 25,656 |
Operating lease liabilities, current portion | 3,801 | 4,161 |
Finance lease liabilities, current portion | 4,597 | 1,196 |
Total current liabilities | 141,852 | 86,385 |
Non-current liabilities | ||
Long-term debt, less current portion | 24,737 | 12,109 |
Long-term debt, less current portion - related party | 3,379 | 12,012 |
Operating lease liabilities, less current portion | 6,553 | 9,374 |
Finance lease liabilities, less current portion | 24,884 | 2,615 |
Deferred tax liability | 17 | 375 |
Total non-current liabilities | 59,570 | 36,485 |
Total liabilities | 201,422 | 122,870 |
Commitments and contingencies (Note 12) | ||
Stockholders’ deficit | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 12,972,815 (December 31, 2020) and 12,093,834 (December 31, 2019) shares issued and outstanding | 2 | 1 |
Common stock subscribed and not yet issued 80 (December 31, 2020) and 8,664 (December 31, 2019) | 12 | |
Common stock issuable | 3,474 | 3,474 |
Additional paid-in capital | 30,821 | 38,611 |
Accumulated deficit | (101,619) | (54,771) |
Total stockholders’ deficit | (67,322) | (12,673) |
Total liabilities, temporary equity, and stockholders' deficit | 142,323 | 111,738 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | 398 | 341 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | 6,625 | |
Redeemable Common Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | $ 1,200 | $ 1,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 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 | 12,972,815 | 12,093,834 |
Common stock, shares outstanding | 12,972,815 | 12,093,834 |
Common stock subscribed and not yet issued | 80 | 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 | $ 98 | $ 41 |
Redeemable convertible preferred stock, liquidation preference | $ 398 | $ 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 | $ 474 | $ 0 |
Redeemable convertible preferred stock, liquidation preference | $ 6,625 | $ 0 |
Redeemable Common Stock [Member] | ||
Redeemable equity at redemption value | 2,240,000 | 2,240,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||
Total revenue | $ 229,275 | $ 179,146 |
Operating expenses | ||
Payroll, benefits and related | 105,480 | 84,804 |
Purchased transportation | 38,889 | 33,543 |
Fuel | 22,881 | 22,133 |
General and administrative | 18,501 | 13,041 |
Operating supplies and expenses | 16,110 | 10,352 |
Depreciation and amortization | 14,760 | 7,838 |
Equipment rent | 10,746 | 13,688 |
Maintenance and supplies | 10,227 | 12,066 |
Insurance and claims | 9,767 | 7,967 |
Impairment of long-lived assets | 2,302 | 3,616 |
Loss on sale of fixed assets | (1,269) | |
Change in fair value of contingent consideration | 296 | |
Total operating expenses | 251,726 | 209,683 |
Operating loss | (22,451) | (30,537) |
Other income (expense) | ||
Interest expense | (14,982) | (7,672) |
Change in fair value of embedded derivative liability | (1,257) | (171) |
Realized and unrealized gains on derivative liability, net | 11 | |
Change in fair value of warrant liabilities | 1,975 | |
Gain on conversion of accounts payable - related party | 173 | |
Loss on extinguishment of debt | (9,994) | |
Other miscellaneous income | 67 | 79 |
Total other expense | (24,191) | (7,580) |
Loss before income taxes | (46,642) | (38,117) |
(Provision) benefit for income taxes | (206) | 5,403 |
Net loss | (46,848) | (32,714) |
Accrued and undeclared preferred stock dividends in arrears | 532 | 24 |
Issuance of warrants as deemed dividend - related party | 455 | |
Net loss available to common stockholders | $ (47,835) | $ (32,738) |
Basic and diluted weighted average common shares outstanding | 21,176,453 | 11,334,982 |
Basic and diluted net loss per common share | $ (2.26) | $ (2.89) |
Trucking [Member] | ||
Revenue | ||
Total revenue | $ 228,276 | $ 177,419 |
CNG [Member] | ||
Revenue | ||
Total revenue | 999 | 1,727 |
Operating expenses | ||
CNG expenses | $ 498 | $ 635 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Antara Financing Agreement | Finkle | Common Stock | Common StockAntara Financing Agreement | Common StockFinkle | Common Stock Subscribed | Common Stock Issuable | Additional Paid-in Capital | Additional Paid-in CapitalSeries A Redeemable Convertible Preferred Stock | Additional Paid-in CapitalSeries B Redeemable Convertible Preferred Stock | Additional Paid-in CapitalAntara Financing Agreement | Additional Paid-in CapitalFinkle | Accumulated Deficit |
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 | ||||||||||||||
Common stock issued for services - related party | 25 | 25 | ||||||||||||||
Common stock issued for services - related party, shares | 10,000 | |||||||||||||||
Issuance of common stock for cash | 11,400 | 11,400 | ||||||||||||||
Issuance of common stock for cash, shares | 4,560,000 | |||||||||||||||
Stock-based compensation expense | 1,555 | 1,555 | ||||||||||||||
Common stock issued in acquisitions | 7,354 | $ 1 | $ (415) | 7,768 | ||||||||||||
Common stock issued in acquisitions, shares | 7,230,982 | (500,000) | ||||||||||||||
Fair value of warrants, net of issuance costs, and common stock | $ 7,785 | $ 7,785 | ||||||||||||||
Fair value of warrants, net of issuance costs, and common stock, shares | 98,000 | |||||||||||||||
Accounts payable-related party converted to common stock | 120 | 120 | ||||||||||||||
Accounts payable-related party converted to common stock, shares | 117,092 | |||||||||||||||
Issuance of common stock for payment of Senior Bridge notes interest | 14 | 14 | ||||||||||||||
Issuance of common stock for payment of Senior Bridge notes interest, shares | 14,074 | |||||||||||||||
Common stock issued for note payable and accrued interest | 60 | $ 12 | 48 | |||||||||||||
Common stock issued for note payable and accrued interest, shares | 35,156 | 8,664 | ||||||||||||||
Accounts payable converted to common stock | 10 | 10 | ||||||||||||||
Accounts payable converted to common stock, shares | 10,000 | |||||||||||||||
Obligation to issue common stock and warrants | 3,474 | $ 3,474 | ||||||||||||||
Accretion of Series A redeemable preferred stock | (66) | (66) | ||||||||||||||
Redeemable preferred stock dividend | $ (24) | $ (24) | ||||||||||||||
Net loss | (32,714) | (32,714) | ||||||||||||||
Ending balance at Dec. 31, 2019 | (12,673) | $ 1 | $ 12 | 3,474 | 38,611 | (54,771) | ||||||||||
Ending 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) | ||||||||||||||
Common stock issued for contingent consideration liability | $ 297 | $ 1 | $ 296 | |||||||||||||
Common stock issued for contingent consideration liability, shares | 870,317 | |||||||||||||||
Common stock issued for services, shares | 80 | |||||||||||||||
Stock-based compensation expense | 536 | 536 | ||||||||||||||
Redeemable preferred stock dividend | $ (57) | $ (474) | $ (57) | $ (474) | ||||||||||||
Net loss | (46,848) | (46,848) | ||||||||||||||
Ending balance at Dec. 31, 2020 | $ (67,322) | $ 2 | $ 3,474 | $ 30,821 | $ (101,619) | |||||||||||
Ending balance, shares at Dec. 31, 2020 | 15,212,815 | 80 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (46,848) | $ (32,714) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 14,760 | 7,838 |
Non-cash lease expense | 4,462 | 3,233 |
Loss on sale of assets | 1,269 | 190 |
Amortization of debt discount and debt issuance costs | 2,066 | 1,616 |
Deferred income taxes | (358) | (5,473) |
Stock option and warrant-based compensation | 536 | 1,555 |
Impairment | 2,302 | 3,616 |
Non-cash interest expense | 5,536 | 4,552 |
Change in fair value of embedded derivative liability | 1,257 | 171 |
Bad debt expense | 82 | 140 |
Change in fair value of warrant liabilities | (1,975) | |
Change in fair value of contingent consideration | 296 | |
Loss on extinguishment of debt | 9,994 | |
Common stock issued for services - related party | 25 | |
Common stock issued for interest | 35 | |
Realized gain on derivative liability | (11) | |
Gain on conversion of accounts payable to common stock | (186) | |
Changes in assets and liabilities | ||
Accounts receivable - trade | (1,433) | (723) |
Accounts receivable - related party | 41 | |
Alternative fuels tax credit receivable | 1,388 | (2,144) |
Due from related party | (135) | |
Other assets | (922) | (1,388) |
Accounts payable | (4,562) | 1,521 |
Accounts payable - related party | (45) | |
Accrued expenses and other current liabilities | 5,708 | 5,923 |
Accrued interest - related party | 767 | 559 |
Operating lease liabilities | (4,347) | (3,374) |
Net cash used in operating activities | (10,022) | (15,178) |
Cash flows from investing activities | ||
Acquisitions, net of cash acquired | (19,482) | |
Purchases of equipment | (92) | (3,070) |
Proceeds from sale of assets | 1,030 | 196 |
Net cash provided by (used in) investing activities | 938 | (22,356) |
Cash flows from financing activities | ||
Proceeds from sale of common stock, preferred stock and warrants | 6,150 | 11,400 |
Proceeds from issuance of debt | 26,692 | 30,130 |
Payments of principal on debt | (5,880) | (10,815) |
Proceeds from sale-leaseback | 913 | |
Proceeds from issuance of debt - related party | 6,150 | 400 |
Payments of principal on debt - related party | (966) | (512) |
Payments on fuel advance | (88) | |
Advances from factoring arrangements | 185,438 | 163,496 |
Payments on factoring arrangements | (180,811) | (153,836) |
Debt issuance costs | (674) | (678) |
Payments on finance lease liabilities | (3,645) | (908) |
Payments on related party advances | (324) | |
Net cash provided by financing activities | 32,454 | 39,178 |
Net increase in cash | 23,370 | 1,644 |
Cash - beginning of year | 3,274 | 1,630 |
Cash - end of year | 26,644 | 3,274 |
Supplemental disclosures of cash flow information: | ||
Income tax paid | 91 | 8 |
Interest paid | 3,409 | 4,610 |
Supplemental schedule of non-cash investing and financing activities: | ||
Fair value of common stock and redeemable common stock issued for acquisitions | 8,553 | |
Debt issued to sellers for acquisitions | 6,430 | |
Fixed assets acquired with debt issuance | 234 | |
Common stock for settlement of accounts payable - related party | 119 | |
Common stock for settlement of accounts payable | 10 | |
Common stock for settlement of note payable | 48 | |
Assignment of related party receivable to repay related party debt | 402 | |
Common stock and warrants issuable for purchase of equipment | 3,474 | |
Fair value of warrants and common stock issued in connection with financing arrangements | 1,370 | $ 8,061 |
Held-for-sale assets sold for noncash consideration | $ 450 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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. EVO serves 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. In addition to our USPS mail transportation and delivery services, we provide freight and brokerage services to various corporate customers. 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 December 31, 2020, the Company had a cash balance of $ 26.6 million , a working capital deficit of $ 98.9 million , stockholders’ deficit of $ 67.3 million , and material debt and lease obligations of $ 155.3 million , which included term loan borrowings under a financing agreement with Antara Capital. During the year ended December 31, 2020, the Company reported cash used in operating activities of $ 10.0 million and a net loss of $ 46.8 million . The following significant transactions and events affecting the Company’s liquidity occurred during the year ended December 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. • 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. The following significant transactions and events affecting the Company’s liquidity occurred following the year ended December 31, 2020: • 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 within the Company’s Form 10-K. 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, 7, and 11 to the consolidated financial statements for further information regarding the Company’s debt, factoring, and lease obligations, including the future maturities of such obligations. Refer to Note 15 to the consolidated financial statements for further information regarding changes in the Company’s debt obligations and liquidity subsequent to December 31, 2020. Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts where accounts may exceed federally insured limits at times. There were no cash equivalents as of December 31, 2020 and 2019 . Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of the accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts estimated in determining the allowance. Receivable balances are written off against the allowance for doubtful accounts when, in the judgment of management, they are considered uncollectible. Federal Alternative Fuels Tax Credit Receivable Federal Alternative Fuels Tax Credit (“AFTC”) (formerly known as Volumetric Excise Tax Credit) receivable are the excise tax refunds to be received from the Federal Government on CNG fuel sales. Concentrations of Credit Risk The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. As of December 31, 2020 and 2019 , the USPS accounted for 69 % and 65 % of the consolidated trade accounts receivable balance, respectively. During the years ended December 31, 2020 and 2019 , the USPS generated revenue representing 88 % and 88 %, respectively, of total trucking revenue and 87 % and 88 %, respectively, of the Company’s consolidated revenue. The USPS is operated by the United States Federal government; therefore, the Company does not believe there is significant credit risk related to the accounts receivable balance due from the USPS. If the Company were to lose its relationship, or is unable to renew existing contracts, with the USPS, it would have a material adverse effect on the Company’s financial condition and results of operations. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense as incurred. Gains and losses on disposals of revenue equipment are included in operations as they are a normal, recurring component of our operations. Depreciation is provided utilizing the straight-line method over the following estimated useful lives. Years Tractors 7 Trailers 14 Equipment 5 Buildings 35 Leasehold improvements 5 Goodwill Goodwill represents the excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed. We test goodwill for impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell all or a portion of a reporting unit. We perform our annual goodwill impairment test as of October 1 and monitor for interim triggering events on an ongoing basis. All of the Company’s goodwill is recorded in the Trucking reporting unit, which has a negative carrying value as of December 31, 2020 and 2019. Goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. If we choose to perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we compare the fair value of the reporting unit to the carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. The Company performed its annual goodwill impairment tests for 2020 and 2019 by completing quantitative impairment analyses of the Trucking reporting unit goodwill, and management concluded the goodwill was not impaired. Intangible Assets The Company's intangible assets consist of customer relationships, trade names and non-competition agreements. The Company carries these intangible assets at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. There were no indefinite-lived intangible assets at December 31, 2020 and 2019 . Assets Held for Sale The Company classifies assets as being held for sale when the following criteria are met: Management, having the authority to approve the action, commits to a plan to sell the asset ; The asset is available for immediate sale in its present condition; An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year ; The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value ; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn . Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company recorded long-lived asset impairment charges of $ 2.3 million and $ 3.6 million during the years ended December 31, 2020 and 2019, respectively, related primarily to its CNG Fueling Stations. Refer to Note 10, Fair Value Measurements , for further details. Debt Issuance Costs Certain fees and costs incurred to obtain long-term financing are capitalized and included as a reduction in the carrying value of the related debt in the consolidated balance sheets, net of accumulated amortization. These costs are amortized to interest expense using the effective interest method over the term of the related debt. Hedging Activities The Company periodically enters into commodity derivative contracts to manage its exposure to gas price volatility. GAAP requires recognition of all derivative instruments on the consolidated balance sheets as either assets or liabilities measured at fair value. Subsequent changes in a derivative’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Gains and losses on derivative hedging instruments must be recorded in either other comprehensive income or current earnings, depending on the nature and designation of the instrument. Management of the Company has determined that the administrative effort required to account for derivative instruments as cash flow hedges is greater than the financial statement presentation benefit. As a result, the Company marks its derivative instruments to fair value and records the changes in fair value as a component of other income and expense. Cash settlements of such instruments are likewise shown as a component of other income and expense and as a component of cash flows from operating activities on the statements of cash flows. The Company settled all of its commodity hedges during the year ended December 31, 2019 and the impact on the Company’s results of operations was immaterial during the year ended December 31, 2019. As of December 31, 2020 and 2019, the Company had no derivative assets or liabilities related to commodity hedging instruments recorded in the accompanying consolidated balance sheets. Fair Valuation of Common Stock, Preferred Stock, Warrants and Stock Options Our executive officers, directors and principal stockholders beneficially own a substantial majority of the Company’s outstanding common stock. The Company’s common stock does not have an observable quoted market price on the OTC Expert Market because the stock is thinly traded and is not eligible for proprietary broker-dealer quotations. As a result, we must utilize an alternative method to estimate the fair value of our common stock, including when the Company issues other equity instruments for which the common stock is the underlying security. We first use primarily the income, or discounted cash flows, approach to determine the estimated fair value of our total equity. The assumptions about future cash flows and growth rates are based on the Company's long-term forecast and are subject to review and approval by senior management. The discount rate utilized is a risk-adjusted weighted average cost of capital, which we believe approximates the rate from a market participant's perspective. We then use the option-pricing equity allocation method to allocate the estimated total equity value to our common stock and preferred stock. The inputs and assumptions used in the option-pricing model include: (1) the discount rate; (2) the estimated time to liquidity; (3) the Company's expected stock price volatility; (4) the estimated discount for the lack of marketability; and (5) the risk-free interest rate. The estimated fair value could be impacted by changes in market conditions, interest rates, growth rates, tax rates, costs, pricing and capital expenditures. The fair value determination is categorized as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. The estimated fair value of the Company’s common stock is a key assumption in the fair valuation of the preferred stock, warrants and stock options the Company issues. Stock-Based Compensation The Company accounts for stock-based compensation awards based on the fair value of the award as of the grant date, which is calculated using the Black-Scholes option pricing model. The Company recognizes stock-based compensation expense on a straight-line basis over the awards’ vesting period and accounts for forfeitures as they occur. Some of the Company’s currently outstanding awards provide for the acceleration of vesting of all shares underlying the award upon the occurrence of the Company completing an aggregate of at least $ 30 million of any combination of debt and/or equity financing transactions after the date of grant. Since such financing transactions are outside the Company’s control, the Company does not deem the performance condition to be probable of achievement until the cumulative financing transactions have been completed. Once the cumulative financing transactions have been completed and the vesting of the awards is accelerated, the Company accelerates its recognition of stock-based compensation expense and records any previously unrecognized compensation cost associated with the affected awards on such date. 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: For the Years Ended 2020 2019 Stock options 9,539,249 6,269,250 Warrants 12,106,255 9,881,255 Common stock to be issued upon conversion of 1,751,542 1,602,000 Common stock to be issued upon conversion of 132,647 113,764 Common stock to be issued upon conversion of 2,208,384 — Common stock to be issued upon conversion of 7,411,250 7,306,250 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 Total 35,497,327 27,520,519 Revenue Recognition Trucking USPS – USPS trucking operations generates revenue from transportation services under multi-year contracts with the USPS, generally on a rate per mile basis that adjusts monthly for fuel pricing indexes. • Contract Identification – Although the Company has master agreements with the USPS, these master agreements only establish general terms. Each delivery represents a distinct service that is a separately identified performance obligation for each contract. A single delivery may comprise multiple stops prior to completion. Therefore, a legally enforceable contract is executed by both parties at the first point of pickup for each delivery. • Performance Obligations – The Company’s performance obligation arises from the annualized contract to transport USPS freight and is satisfied upon completion of each delivery. The Company’s delivery, accessorial, and dedicated truck capacity represent a bundle of services that are highly interdependent and have the same pattern of transfer to the customer. These services are not capable of being distinct from one another. Thus, the Company’s only performance obligation of USPS trucking operations is transportation services. • Transaction Price – The transaction price is based on the awarded agreement for the multi-year contract. The prices are based on miles travelled that adjust monthly for fuel pricing indexes. Depending on the contract, the total transaction price may consist of mileage revenue, fuel adjustments, accessorial fees and fees for additional deliveries outside of the scope of the annual contract. There is no significant financing component in the transaction price, as the USPS generally pays within the contractual payment terms of 30 to 60 days. • Allocating Transaction Price to Performance Obligations – The transaction price is allocated in its entirety to transportation services, as this is the only performance obligation. • Revenue Recognition – Revenues are recognized over time as satisfaction of the promised contractual delivery agreements are completed, in an amount that reflects the rate per mile set in the contract. Generally, the Company does not have material revenue in transit at period end. Freight • Contract Identification – A legally enforceable contract is executed by both parties at the point of pickup at the shipper’s location, as evidenced by a bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish general terms. There is no financial obligation until the load is tendered/accepted and the Company takes possession of the load. • Performance Obligations – The Company’s only performance obligation for freight trucking operations is transportation services. The Company’s delivery, accessorial, and dedicated truck capacity represent a bundle of services that are highly interdependent and have the same pattern of transfer to the customer. These services are not capable of being distinct from one another and the Company does not offer them on a stand-alone basis. • Transaction Price – Depending on the contract, the total transaction price may consist of mileage revenue, fuel adjustments, and accessorial fees. There is no significant financing component in the transaction price, as the customers generally pay within the contractual payment terms of 30 to 90 days. • Allocating Transaction Price to Performance Obligations – The transaction price is allocated in its entirety to transportation services, as this is the only performance obligation. • Revenue Recognition – Revenues are recognized over time as satisfaction of the promised contractual delivery agreements are completed. Generally, the Company does not have material revenue in transit at period end. CNG Fueling Stations The Company’s CNG is sold predominately pursuant to contractual commitments. These contracts typically include a stand-ready obligation to supply natural gas daily. • Contract Identification – A legally enforceable contract is executed by both parties at the time a customer pumps the fuel from the station. Although the Company may have contractual agreements, these agreements only establish general terms. There is no financial obligation until the customer receives and consumes the benefits provided by the Company’s performance as the stand-ready obligations are being satisfied. • Performance Obligations – The Company’s performance obligation arises from the sale of fuel to the customer. Thus, the Company’s only performance obligation of CNG operations is CNG sales. • Transaction Price – The transaction price is based on the stand-alone selling price for fuel. The primary method used to estimate the stand-alone selling price for fuel is observable stand-alone sales. • Allocating Transaction Price to Performance Obligations – The transaction price is allocated in its entirety to CNG sales, as this is the only performance obligation. • Revenue Recognition – The Company recognizes revenue for fuel sales at the point in time the customer receives and consumes the benefits. Management has determined that that the Company acts as the principal (rather than the agent) with respect to its Trucking and CNG operations because it is primarily responsible for fulfilling the promise to provide the specified good or service and has discretion in establishing the price for the specified good or service . Accordingly, the Company recognizes revenue on a gross basis. 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: December 31, ($ in thousands) 2020 2019 USPS revenue $ 200,494 $ 157,210 Freight revenue 26,179 19,595 Other revenue 1,603 614 Total Trucking revenue $ 228,276 $ 177,419 Loss Contingencies From time to time, we are involved in litigation, claims, contingencies and other legal matters. We record a charge equal to at least the minimum estimated liability for a loss contingency borne by the Co |
Acquisitions and Divestiture
Acquisitions and Divestiture | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Divestiture | Note 2 – Acquisitions and Divestiture 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 and real estate 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 its outstanding receivable balance due from NADS as partial payment of the Sheehy Note. The remaining principal amount due of $ 48,000 , 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 $ 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 was 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 ) 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 800,000 shares of common stock $ 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 estimated fair value of the liability are included in general and administrative expense in the consolidated statement of operations. 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. The estimated fair value of the Company's common stock were measured using Level 3 inputs, see Note 10, Fair Value Measurements . 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. 2019 ($ in thousands, except per share data) (Unaudited) Revenue $ 213,905 Net loss $ ( 37,771 ) Net loss available to common shareholders $ ( 37,795 ) Basic and diluted weighted average common shares 14,320,720 Basic and diluted loss per common share $ ( 2.64 ) 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 years ended December 31, 2019 or 2020. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Disclosures [Abstract] | |
Balance Sheet Disclosures | Note 3 - Balance Sheet Disclosures Accounts receivable are summarized as follows: December 31, ($ in thousands) 2020 2019 Accounts receivable – trade $ 13,091 $ 11,823 Allowance for doubtful accounts ( 58 ) ( 140 ) $ 13,033 $ 11,683 Property and equipment consist of the following: December 31, ($ in thousands) 2020 2019 Tractors, trailers and other vehicles $ 38,845 $ 40,229 Equipment 1,006 3,999 Buildings — 1,343 Land 976 976 Leasehold improvements 343 343 Office equipment 71 41 Computer equipment 48 63 41,289 46,994 Less accumulated depreciation ( 13,049 ) ( 5,263 ) $ 28,240 $ 41,731 Depreciation expense for the years ended December 31, 2020 and 2019, was $ 9.0 million and $ 5.9 million, respectively. Intangible assets consist of the following: December 31, 2020 December 31, 2019 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 1,499 ) $ 3,105 $ 4,604 $ ( 898 ) $ 3,706 Trade names 2,416 ( 640 ) 1,776 2,416 ( 348 ) 2,068 Non-competition agreements 325 ( 119 ) 206 325 ( 54 ) 271 $ 7,345 $ ( 2,258 ) $ 5,087 $ 7,345 $ ( 1,300 ) $ 6,045 Amortization expense for the years ended December 31, 2020 and 2019 , was $ 1.0 million and $ 0.9 million, respectively. The weighted-average remaining useful life of the finite-lived intangible assets was 8.3 years as of December 31, 2020 , of which the weighted-average remaining useful life for the customer relationships was 8.4 years, for the trade names was 8.9 years, and for the non-competition agreements was 3.2 years. Future amortization expense will be approximately as follows: Year Ending December 31, ($ in thousands) 2021 $ 946 2022 830 2023 768 2024 545 2025 321 Thereafter 1,677 $ 5,087 Goodwill consists of the following: December 31, ($ in thousands) 2020 2019 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 reporting unit. Accrued expenses and other current liabilities consist of the following: December 31, ($ in thousands) 2020 2019 Compensation, related taxes and benefits $ 6,751 $ 4,972 Deferred revenue 6,337 — Purchased transportation 2,158 3,542 Other 3,343 4,366 $ 18,589 $ 12,880 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 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. Year Ended December 31, 2020 ($ in thousands) Trucking CNG Corporate and Total Revenue $ 228,276 $ 999 $ — $ 229,275 Operating expenses, excluding depreciation, $ ( 222,140 ) $ ( 1,045 ) $ ( 11,479 ) $ ( 234,664 ) Depreciation and amortization $ ( 14,575 ) $ ( 179 ) $ ( 6 ) $ ( 14,760 ) Impairment $ — $ ( 2,302 ) $ — $ ( 2,302 ) Operating loss $ ( 8,442 ) $ ( 2,527 ) $ ( 11,482 ) $ ( 22,451 ) Year Ended December 31, 2019 ($ in thousands) Trucking CNG Corporate and Total Revenue $ 177,419 $ 1,727 $ — $ 179,146 Operating expenses, excluding depreciation, $ ( 186,105 ) $ ( 1,375 ) $ ( 10,749 ) $ ( 198,229 ) Depreciation and amortization $ ( 7,403 ) $ ( 435 ) $ — $ ( 7,838 ) Impairment $ ( 149 ) $ ( 3,467 ) $ — $ ( 3,616 ) Operating loss $ ( 16,238 ) $ ( 3,550 ) $ ( 10,749 ) $ ( 30,537 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Accounts Payable - Related Party On April 1, 2019, the Company issued 117,092 shares of common stock with an approximate fair value of $ 0.1 million pursuant to the Separation Agreement with a former officer to settle $ 38,000 of advances 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. On February 15, 2019, the Company entered into an agreement to lease software technology for operations from a company owned by an individual who served as one of the Company’s officers until October 2020. Under the agreement, the Company paid a monthly fee for this technology based on the number of devices installed across the Company’s fleet. During the years ended December 31, 2020 and 2019 , the Company recognized expense of approximately $ 1.1 million and $ 0.4 million, respectively, related to this software technology, and there were no amounts owed as of December 31, 2020 or 2019. 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. January 2, 2019 ($ in thousands) (Acquisition Date) Due to Sheehy Enterprises, Inc. $ ( 440 ) Due from North American Dispatch Systems 777 Due to Officer ( 85 ) Total $ 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 $ 2.2 million and $ 1.5 million as of December 31, 2020 and 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 | 12 Months Ended |
Dec. 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: December 31, ($ in thousands) 2020 2019 Purchased accounts receivable $ 7,924 $ 7,680 Unearned future contract advances 16,473 10,366 Total $ 24,397 $ 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 December 31, 2020 and 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 years ended December 31, 2020 and 2019 were $ 1.7 million and $ 1.8 million, respectively. The fees are included in interest expense in the consolidated statements of operations. |
Debt
Debt | 12 Months Ended |
Dec. 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 year ended December 31, 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. (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. 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. The Company accounted for the Second Omnibus Amendment as a modification of the Financing Agreement. The Company classified the $ 33.6 million unpaid principal balance, which includes $ 2.7 million of capitalized interest, as a current liability as of December 31, 2020 due to the occurrence of one or more covenant violations during 2020, including violations of the EBITDA-based financial covenant throughout 2020, and the probability of recurrence of covenant violations other than the EBITDA-based covenant during 2021. 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. 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. 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. 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. 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. Debt (with unrelated parties) consists of: December 31, ($ in thousands) 2020 2019 (a) Main Street Loan $ 17,033 $ — (b) PPP Loan 10,000 — (c) $1.3 million note payable 683 814 (d) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 1,099 (1) 1,005 (e) $0.3 million note payable 149 225 (f) Three equipment notes payable — 24 (g) Thunder Ridge supplier advance 881 890 (h) Various notes payable acquired from JB Lease 1,726 3,575 (i) $0.8 million note payable 504 673 (j) $0.3 million note payable — 224 (k) $3.8 million note payable 2,403 3,203 (l) Equipment notes payable acquired from Sheehy — 614 (m) Notes payable acquired from Sheehy 484 787 (n) Notes payable to two financing companies 1,082 1,400 (o) Finkle equipment notes 2,907 4,450 Total before debt issuance costs and debt discount 38,951 17,884 Debt issuance costs ( 1,147 ) ( 38 ) Debt discount ( 340 ) ( 56 ) 37,464 17,790 Less current portion ( 12,727 ) ( 5,681 ) Long-term debt, less current portion $ 24,737 $ 12,109 (1) Classified as a current liability as of December 31, 2020 due to the existence of one or more covenant violations. (a) Main Street Loan The $ 17.0 million loan bears interest at a rate equal to 3 % percent per year plus the LIBOR Index. Beginning March 14, 2020 , the Borrowers must make quarterly interest payments, and the Borrowers must make payments equal to 15 % of the outstanding principal balance plus capitalized interest on each of December 14, 2023 and December 14, 2024. The entire outstanding principal balance, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025 . As of December 31, 2020 , the unamortized debt discount was $ 0.3 million and the unamortized debt issuance costs was $ 1.1 million. (b) PPP Loan The $ 10.0 million PPP Loan was scheduled to mature on April 15, 2022 and bore interest at a rate of 1.00 % per annum. 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, including accrued interest, was forgiven by the SBA in July 2021. (c) $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. (d) $ 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 years ended December 31, 2020 and 2019, the Company incurred $ 0.5 million and $ 0.2 million, respectively, and paid $ 0.1 million and $ 0.2 million, respectively, 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 December 31, 2020 and 2019 , the unamortized debt discount was $ 0 and $ 0.2 million, respectively, and the unamortized debt issuance costs were $ 0 and $ 0.2 million, respectively. For the years ended December 31, 2020 and 2019 , interest of $ 0.4 million and $ 0 , respectively, was added to the principal balance. The Company classified the $ 1.1 million unpaid principal balance, in addition to the $ 3.3 M portion of the Secured Convertible Notes held by a related party, as a current liability as of December 31, 2020 due to the existence of one or more covenant violations. (e) $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. (f) 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. (g) 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. (h) 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 r |
Stockholders' Deficit and Warra
Stockholders' Deficit and Warrants | 12 Months Ended |
Dec. 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 May 31, 2019, the Company sold Units (the “2019 Units”) at a price of $ 2.50 per 2019 Unit pursuant to the terms of a subscription agreement with certain accredited investors, including related parties. Each 2019 Unit consists of (i) one share of the Company’s common stock, par value $ 0.0001 per share, and (ii) a warrant to purchase one share of common stock at an exercise price of $ 2.50 per share exercisable for ten years from the date of issuance. The Company sold a total of 4,560,000 2019 Units for aggregate gross proceeds of $ 11.4 million. The Company did no t pay underwriter discounts or commissions in connection with the sale of these 2019 Units. The fair value of the warrants issued determined using the Black-Scholes pricing model was $ 2.1 million, calculated with a ten-year term; 60 % volatility; 2.49 % discount rate; and the assumption of no dividends. 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 year ended December 31, 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 in 2020. During the year ended December 31, 2018, the Company agreed to issue 500,000 shares of common stock, valued at $ 0.4 million, pursuant to the Thunder Ridge acquisition. The Company issued these shares in May 2019. 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 A Preferred Stock On April 13, 2018, the Company issued 100,000 shares of Series A Preferred stock containing 15 :1 voting rights to a related party for advisory services rendered to the Company. The fair value of the services rendered was assessed at $ 0.2 million. Dividends Generally, the holders of the Series A Preferred Stock are entitled to receive if, when, and as declared by the board of directors, an annual non-compounding dividend, payable at the rate of 8 % and payable quarterly in arrears in cash , or, at the Company’s option, an annual non-compounding dividend of 12 %, payable quarterly in arrears in the form of shares of Series A Preferred Stock at a rate of $ 3.00 per share. Such dividends will begin to accrue as of the date on which the Series A 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. Accrued and unpaid dividends upon conversion will automatically be converted into shares of the Company’s common stock, par value $ 0.0001 per share. An assumed value of $ 3.00 per share of common stock will be used to determine the number of shares of common stock to be issued for such accrued and unpaid dividends. Liquidation Preference In the event of any liquidation, the holders of record of shares of Series A Preferred Stock will be entitled to receive, prior and in preference to any distributions of any assets of the Company to the holders of the common stock out of the assets of the Company legally available therefor, $ 3.00 per share of Series A Preferred Stock, plus accrued and unpaid dividends on each share of Series A Preferred Stock (liquidation price). Redemption At the option of the holder and upon written notice to the Company, the Series A Preferred Stock will be redeemable at any time after August 1, 2018, at the liquidation price at $ 3.00 per share, plus all declared and unpaid dividends. In addition, the Company will have an ongoing right to purchase all or any portion of the outstanding shares of the Series A Preferred Stock. The redemption rights require the Company to present the Series A Preferred Stock in temporary equity in the accompanying balance sheets. Voting Rights Generally, holders of shares of Series A Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters submitted to a vote of the stockholders and are entitled to 15 votes for each share of Series A 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 Each share of Series A Preferred Stock will convert to one fully paid and nonassessable share of the Company’s common stock at any time at the option of the holder or the Company, 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 A Preferred Stock during which the holders of Series A 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. If the closing price on all domestic securities exchanges on which the common stock may at the time be listed exceeds $ 6.00 per share for 30 consecutive trading days and the daily trading volume of the common stock is at least 20,000 shares for that same period, each share of Series A Preferred Stock will automatically convert to one share of the Company’s common stock . 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. • In October 2020, as a result of the O mnibus Amendment, the Company issued to the lenders warrants to purchase an aggregate of up to 500,000 shares of the voting common stock of the Company at the price of $ 0.01 per share. • In October 2020, as a result of the O mnibus Amendment, the Company exchanged, without any cash consideration, all warrants previously issued to the lenders 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. • In December 2020, as a result of failing to timely repay certain obligations under the Financing Agreement 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, the Company issued to the lenders warrants to purchase an aggregate of up to 1,000,000 shares of the voting common stock of the Company at the price of $ 0.01 per share. 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. As further described in Note 7, Debt , in connection with the December 2020 Main Street Loan, the Company contributed 100 % of the issued and outstanding equity of EAF to 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 issued to him 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. The Company did not pay any underwriter discounts or commissions in connection with the issuance of the Cuzick Warrant. 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 December 31, 2020 and 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 Shares Weighted Weighted December 31, 2020: Outstanding 16,022,000 $ 0.52 5.8 Exercisable 16,022,000 $ 0.52 December 31, 2019: Outstanding 6,225,000 $ 0.42 5.5 Exercisable 6,225,000 $ 0.42 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 December 31, 2020 and 2019 and is inclusive of the warrants further described in Note 9, Stock-Based Compensation : Number of Shares Weighted Weighted December 31, 2020: Outstanding 8,856,255 $ 2.91 7.4 Exercisable 8,522,922 $ 2.91 December 31, 2019: Outstanding 8,856,255 $ 2.91 8.4 Exercisable 8,189,589 $ 2.66 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | Note 9 – Stock-Based Compensation Stock Options On April 12, 2018, the Company’s board of directors approved the EVO Transportation and Energy Services, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) pursuant to which a total of 4,250,000 shares of common stock have been reserved for issuance to eligible employees, consultants, and directors of the Company. Further, on August 13, 2018, the board of directors approved the Company’s Amended and Restated 2018 Stock Incentive Plan (the “Amended 2018 Plan”), which amends and restates the Company’s 2018 Stock Incentive Plan. The Amended 2018 Plan increased options available for grant to 6,250,000 . During February 2020, the Board of Directors approved an increase of the number of available options in the Stock Incentive Plan to a total of 9,250,000 options. During April 2020, the Board of Directors approved an additional increase in the number of available options under the Stock Incentive Plan to a total of 12,000,000 options. The Amended 2018 Plan provides for awards of non-statutory stock options, incentive stock options, and restricted stock awards within the meaning of Section 422 of the Internal Revenue Code and stock purchase rights to purchase shares of the Company’s common stock. The Amended 2018 Plan is administered by the board of directors, which has the authority to select the individuals to whom awards will be granted and to determine whether and to what extent stock options and stock purchase rights are to be granted, the number of shares of common stock to be covered by each award, the vesting schedule of stock options (generally straight-line over a period of four years ), and all other terms and conditions of each award. Stock options have a maximum term of ten years , and it is the Company’s practice to grant options to employees with exercise prices equal to or greater than the estimated fair market value of its common stock. Options generally vest ratably over 3 years . One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. The fair value of each award is estimated on the date of grant. Stock option values are estimated using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. The expected option terms are calculated based on the “simplified” method for “plain vanilla” options due to our limited exercise information. The “simplified method” calculates the expected term as the average of the vesting term and the original contractual term of the options. Expected volatilities used in the valuation model are based on the selected comparable companies. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. The valuation model assumes no dividends. There is no estimated forfeiture rate. As described in Note 1 , Description of Business and Summary of Significant Accounting Policies , some of the Company’s stock options contain a provision that provides for the acceleration of vesting upon t he Company completing an aggregate of at least $ 30 million of any combination of debt and/or equity financing transactions after the date of grant. During the years ended December 31, 2020 and 2019 , the number of stock options for which vesting accelerated as a result of this provision were 800,000 and 2,389,438 , respectively. From February 2020 through December 2020, the Board of Directors granted 3,394,999 stock options with an exercise price of $ 2.50 and a 10-year life. For 1,450,000 of the stock options granted, one-quarter (1/4) vest and become exercisable on the grant date, with the remainder vesting and becoming exercisable ratably on the first, second, and third anniversaries of the date of grant. The remaining 1,944,999 stock options granted were fully vested and exercisable on the grant date. During February 2020, the Board of Directors also granted 70,000 stock options as compensation to board members with an exercise price of $ 2.50 and a 10-year life. The options vest ratably over three years . One-quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversaries of the date of grant. During the years ended December 31, 2020 and 2019 , the Company recognized stock-based compensation expense of $ 0.5 million and $ 1.1 million, respectively, related to stock options. As of December 31, 2020, the Company had an immaterial amount of unrecognized stock-based compensation expense related to the unvested portions of outstanding stock options. Additionally, in October 2019, the Company modified the stock option award for an executive as part of his severance agreement to provide for an extended period of exercisability. Stock options to purchase an aggregate of 1,200,000 shares of common stock were modified, and the Company recognized stock-based compensation expense of $ 0.4 million in the fourth quarter of 2019 related to this modification. The following table presents the stock option activity for the year ended December 31, 2020: Number of Shares Weighted Weighted Aggregate Outstanding - December 31, 2019 6,269,250 $ 2.50 8.7 $ — Granted 3,394,999 2.50 Exercised — — — Expired ( 125,000 ) 2.50 Outstanding - December 31, 2020 9,539,249 $ 2.50 8.3 $ — Exercisable - December 31, 2020 7,796,750 $ 2.50 8.0 $ — The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31: 2020 2019 Approximate risk-free rate 0.3 % - 1.4 % 1.6 % - 2.5 % Expected life (in years) 5.0 - 5.75 5.3 - 7.0 Dividend yield — % — % Volatility 41.9 % - 46.4 % 41.3 % - 44.3 % The weighted-average grant-date fair value of options granted was $ 0.07 and $ 0.35 per share during the years ended December 31, 2020 and 2019, respectively. The total fair value of options vested during the years ended December 31, 2020 and 2019 was $ 0.5 million and $ 1.2 million, respectively. Warrants – Stock-Based Compensation The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the Company’s stock. The risk-free rate for the expected term of the warrant is based on the United States Treasury yield curve in effect at the time of grant. During the year ended December 31, 2018, the Company issued warrants to purchase 999,999 shares of the Company’s common stock contingent on continued employment. The warrants vest in three tranches of 333,333 shares each year during 2019, 2020 and 2021. The fair value of the warrants issued was determined using the Black-Scholes pricing model was $ 149,000 , calculated with a six , seven and eight-year terms, respectively, 55 %, 51 % and 53 % volatility, respectively, 2.8 %, 2.85 % and 2.87 % discount rate, respectively, and the assumption of no dividends. During the years ended December 31, 2020 and 2019 , the Company has recorded stock-based compensation expense of $ 0.05 million and $ 0.1 million, respectively, related to these warrants. During the year ended December 31, 2018, the Company issued fully vested warrants to purchase 161,100 shares of the Company’s common stock for services. The fair value of the warrants issued was determined using the Black-Scholes pricing model was $ 75,000 , calculated with a five-year term; 49 % volatility; 2.85 % discount rate and the assumption of no dividends. There was no stock-based compensation warrant activity during the years ended December 31, 2020 and 2019 . The following table presents information related to stock-based compensation warrants outstanding and exercisable as of December 31, 2020 and 2019: Number of Shares Weighted Weighted Aggregate Outstanding - December 31, 2019 1,161,099 $ 4.65 5.9 $ — Outstanding - December 31, 2020 1,161,099 $ 4.65 4.9 $ — Exercisable - December 31, 2020 827,766 $ 3.71 4.9 $ — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 – 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 December 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 — 13,239 (1) Net change in fair value 1,257 ( 1,975 ) (2) Balance at December 31, 2020 $ 2,278 $ 11,264 (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 $ 15.9 million as of December 31, 2020, and its carrying value was $ 31.6 million as of December 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 their fair value, and was $ 59.0 million and $ 39.2 million at December 31, 2020 and 2019, respectively. Nonrecurring Fair Value Measurements Certain non-financial assets, primarily property and equipment, lease right-of-use assets, goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate that their carrying value may not be fully recoverable, and at least annually for goodwill. In the event an impairment is required, the asset is adjusted to fair value, using market-based assumptions. Long Lived Assets In connection with the appointment of a new Chief Executive Officer effective October 1, 2019 and an enhanced strategic focus on our Trucking operations, the Company performed an analysis to evaluate the recoverability of the long-lived assets of the CNG Fueling Stations asset group. The Company measured the net carrying value of the asset group against the estimated undiscounted future cash flows associated with it. Because the sum of the expected future net cash flows are less than the net carrying value of the asset group, the Company recorded a $ 3.5 million impairment loss equal to the amount by which the net carrying value of the asset group exceeds its fair value. During the quarter ended December 31, 2020, the Company recorded an additional $ 2.3 million impairment charge relating to the CNG Fueling Stations asset group. These impairments are recorded in the “Impairment” line item in the Consolidated Statements of Operations. Our impairment testing of long-lived assets utilizes significant unobservable inputs (Level 3) to determine fair value. When quoted market prices are not available, the fair value of an asset group for long-lived asset impairment testing is determined using primarily an income approach. The income approach is based on projected future (debt-free) cash flows that are discounted to present value. The appropriate discount rate is based on the asset group’s weighted-average cost of capital that takes market participant assumptions into consideration. Management’s cash flow forecast used in these valuations were developed in conjunction with management’s periodically updated cash flow and profitability forecasts and its resulting revised outlook for business performance, including consideration of recent performance and trends, the projected impact of the COVID-19 pandemic, strategic initiatives, and industry trends. Assumptions used in the valuations are similar to those that would be used by market participants performing an independent valuation of the asset group. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 11 – Leases The Company determines if an arrangement is a lease at inception. The Company has various obligations under operating and finance lease arrangements related primarily to the rental of trucks and trailers, maintenance and support facilities, office space, and parking yards. Many of these leases include one or more options, at the Company’s discretion, to renew and extend the agreement beyond the current lease expiration date. These options are included in the calculation of the Company’s lease liability when it becomes reasonably certain the option will be exercised. The Company’s lease agreements typically do not include options to purchase the leased property, nor do they contain material residual value guarantees or material restrictive covenants. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, and are recognized at the lease commencement date based on the present value of the lease payments over the lease term. When available, the Company uses the rate implicit in the lease to discount lease payments; however, the implicit rate in the lease is not readily determinable for all the leases. In such cases, the Company uses an estimate of the incremental borrowing rate to discount lease payments based on information available at lease commencement. Operating lease costs are recognized on a straight-line basis over the term of the lease within operating supplies and expenses, equipment rent expense, and general and administrative expense. Finance lease costs consist of amortization expense and interest expense. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the expected useful life or the lease term to amortization expense, and the carrying amount of the lease liability is adjusted to reflect interest expense. Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are recognized in equipment rent in the period in which the obligation for those payments is incurred. At December 31, 2020 and 2019, the Company had the following balances recorded in the consolidated balance sheets related to its lease arrangements: ($ in thousands) Classification December 31, December 31, Assets Operating leases Right-of-use-asset $ 10,473 $ 13,749 Finance leases Right-of-use-asset 27,913 3,436 Liabilities Current: Operating leases Operating lease liabilities, current portion 3,801 4,161 Finance leases Finance lease liabilities, current portion 4,597 1,196 Non-current: Operating leases Operating lease liabilities, less current portion 6,553 9,374 Finance leases Finance lease liabilities, less current portion 24,884 2,615 Components of lease cost are as follows: ($ in thousands) Year Ended Year Ended Finance lease costs: Amortization of ROU assets $ 4,820 $ 1,086 Interest on lease assets 2,318 383 Operating lease costs 5,784 4,460 Short-term lease costs 4,526 6,848 Variable lease costs 401 291 Total $ 17,849 $ 13,068 Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Year Ended Year Ended Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 3,645 $ 908 Operating cash flows from finance lease interest expense 2,318 383 Operating cash flows from operating leases 5,597 4,703 Non-cash activity Right-of-use assets obtained in exchange for lease obligations: Finance leases 24,931 — Operating leases 3,531 — Finance lease liabilities – recognized as of ASC 842 adoption — 1,493 Operating lease liabilities – recognized as of ASC 842 adoption — 3,040 Finance lease liabilities – recognized as a result of 2019 business combinations — 1,665 Operating lease liabilities – recognized as a result of 2019 business combinations — 10,276 Weighted-average remaining lease term and discount rate for our leases are as follows: December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) Finance leases 5.1 3.7 Operating leases 3.9 4.8 Weighted-average discount rate Finance leases 11 % 12 % Operating leases 11 % 19 % Maturities of lease liabilities by fiscal year for our leases are as follows: ($ in thousands) Operating Finance 2021 $ 5,440 $ 8,100 2022 2,811 7,754 2023 1,531 7,635 2024 1,242 5,941 2025 371 5,251 Thereafter 781 3,114 Total lease payments $ 12,176 $ 37,795 Less: Imputed interest ( 1,822 ) ( 8,314 ) Present value of lease liabilities $ 10,354 $ 29,481 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 . The Company incurred approximately $ 1.6 million and $ 1.5 million in lease costs with related parties during the years ended December 31, 2020 and 2019 , respectively. At December 31, 2020 and 2019, the Company had the following balances recorded in the consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification December 31, December 31, Assets Operating leases Right-of-use-asset $ 3,300 $ 4,390 Finance leases Right-of-use-asset 444 497 Liabilities Current: Operating leases Operating lease liabilities, current portion 1,118 1,005 Finance leases Finance lease liabilities, current portion 71 70 Non-current: Operating leases Operating lease liabilities, less current portion 1,956 3,074 Finance leases Finance lease liabilities, less current portion 414 451 Sale-Leasebacks 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. During September 2019, the Company entered another sale-leaseback transaction in which the Company sold $ 2.0 million of fixed assets in exchange for $ 1.9 million in proceeds, of which $ 0.9 million was used to pay down equipment debt associated with the fixed assets sold. A $ 0.1 million loss on the sale was recorded for the difference between the value received and the carrying value of the assets that were sold. The new lease terms call for monthly payments of $ 48,000 and a final payment of $ 0.1 million. The operating lease disclosures are inclusive of this transaction, which became effective during October 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 - 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 December 31, 2020 and 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. PPP Loan 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. Long-Term Take-or-Pay Natural Gas Supply Contracts At December 31, 2020 and 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 December 31, 2020 and 2019 , the estimated remaining liability under the take-or-pay arrangements was approximately $ 0.9 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 December 31, 2020 and 2019 . |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 13 - Employee Benefit Plan The Company maintains a 401(a) plan for contractors that are eligible under the Department of Labor Service Contract Act and a 401(k) plan for other salaried employees. Contractors earn contributions that are based on all eligible hours up to the maximum of 40 hours per week and reflect the hourly rates set by the Department of Labor. The designated rates vary based on the contractor’s work location and specific vehicle type. Certain salaried employees previously received a match on contributions up to 3 % of the employee’s salary. Employer contributions to these plans for the years ended December 31, 2020 and 2019 were approximately $ 4.3 million and $ 1.6 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 - Income Taxes Deferred income taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards. The Company accounts for uncertainty in income taxes by recognizing the tax benefit or expense from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits and expenses recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50 % likelihood of being realized upon ultimate resolution. The Company has not identified any material uncertain tax positions as of December 31, 2020 and 2019, respectively. Interest and penalties associated with tax positions are recorded as general and administrative expenses. Tax years that remain subject to examination include 2017 through the current year for federal and generally 2015 through the current year for state purposes. Income tax provision (benefit) reported in the consolidated statements of operations is comprised of the following: For the Years Ended December 31, ($ in thousands) 2020 2019 Current provision (benefit) Federal $ — $ — State, net of state tax credits 564 70 Total current provision (benefit) 564 70 Deferred provision (benefit) Federal ( 10,193 ) ( 7,515 ) State and local ( 1,623 ) ( 666 ) Valuation allowance 11,458 2,708 Total deferred provision (benefit) ( 358 ) ( 5,473 ) Total income tax provision (benefit) $ 206 $ ( 5,403 ) The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net income (loss), compared to the income tax provision (benefit) in the consolidated statements of operations: For the Years Ended December 31, ($ in thousands) 2020 2019 Expected federal tax (benefit) $ ( 9,795 ) 21.0 % $ ( 8,005 ) 21.0 % State tax provision, net of federal benefit ( 1,378 ) 3.0 % ( 1,298 ) 3.4 % Acquisition accounting — 0.0 % ( 5,848 ) 15.3 % Prior year true up ( 7 ) 0.0 % 662 - 1.7 % Change in tax rate 304 - 0.6 % 538 - 1.4 % Effect of increase in valuation allowance 11,458 - 24.6 % 8,560 - 22.4 % Change in fair value of warrant liability ( 518 ) 1.1 % — 0.0 % Other permanent differences 142 - 0.3 % ( 12 ) 0.0 % Provision (benefit) $ 206 - 0.4 % $ ( 5,403 ) 14.2 % The effective tax rates for the income tax provision for the years ended December 31, 2020 and 2019 are - 0.4 % and 14.2 % , respectively. The differences are primarily due to state taxes and the change in valuation allowance. The following are the components of the Company’s net deferred taxes for federal and state income taxes: December 31, ($ in thousands) 2020 2019 Deferred tax assets Accrued expenses and other $ 2,232 $ 823 Advancement income 1,658 — Debt discount 2,171 — Interest 3,855 1,522 Inventory — 158 Stock-based compensation 708 550 Lease liability 10,440 4,420 Loss carryforwards 12,408 9,930 Total deferred tax assets 33,472 17,403 Valuation allowance ( 19,125 ) ( 7,667 ) Net deferred tax assets 14,347 9,736 Deferred tax liabilities: Debt discount — ( 211 ) Prepaid expenses ( 148 ) ( 269 ) Lease assets ( 10,061 ) ( 4,305 ) Fixed assets and intangible assets ( 4,155 ) ( 5,326 ) Total deferred tax liabilities ( 14,364 ) ( 10,111 ) Net non-current deferred tax liability $ ( 17 ) $ ( 375 ) Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the lack of sustained profitability in recent years. Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future growth. On the basis of this evaluation, as of December 31, 2020 and 2019 , a valuation allowance of $ 19.1 million and $ 7.7 million, respectively, has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted based on changes in objective and subjective evidence in future years. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s consolidated statement of operations, the effect of which would be an increase in reported net income. The amount of any such tax benefit associated with release of the Company's valuation allowance in a particular reporting period may be material. As of December 31, 2020, the Company had federal and state net operating losses of approximately $ 50.5 million and $ 30.1 million, respectively. As of December 31, 2019, the Company had federal and state net operating losses of approximately $ 40.0 million and $ 25.0 million, respectively. As of December 31, 2020, the Company has approximately $ 5.9 million of the federal net operating losses available to offset future taxable income for 20 years and will begin to expire in 2036 . The remaining $ 44.6 million of federal net operating losses are carried forward indefinitely to offset future taxable income up to an 80 % limitation of taxable income in the year of use. The state net operating losses begin to expire in 2021 . These federal and state net operating loss carryforwards are reserved with a full valuation allowance because, based on the available evidence, we believe it is more likely than not that we would not be able to utilize those deferred tax assets in the future. If the actual amounts of taxable income differ from our estimates, the amount of our valuation allowance could be materially impacted. For the years ended December 31, 2020 and 2019 , the Company had no uncertain tax positions or interest and penalties related to uncertain tax positions. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses, if any. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events 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) | 12 Months Ended |
Dec. 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. EVO serves 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. In addition to our USPS mail transportation and delivery services, we provide freight and brokerage services to various corporate customers. 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 December 31, 2020, the Company had a cash balance of $ 26.6 million , a working capital deficit of $ 98.9 million , stockholders’ deficit of $ 67.3 million , and material debt and lease obligations of $ 155.3 million , which included term loan borrowings under a financing agreement with Antara Capital. During the year ended December 31, 2020, the Company reported cash used in operating activities of $ 10.0 million and a net loss of $ 46.8 million . The following significant transactions and events affecting the Company’s liquidity occurred during the year ended December 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. • 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. The following significant transactions and events affecting the Company’s liquidity occurred following the year ended December 31, 2020: • 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 within the Company’s Form 10-K. 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, 7, and 11 to the consolidated financial statements for further information regarding the Company’s debt, factoring, and lease obligations, including the future maturities of such obligations. Refer to Note 15 to the consolidated financial statements for further information regarding changes in the Company’s debt obligations and liquidity subsequent to December 31, 2020. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts where accounts may exceed federally insured limits at times. There were no cash equivalents as of December 31, 2020 and 2019 . |
Accounts Receivable | Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of the accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts estimated in determining the allowance. Receivable balances are written off against the allowance for doubtful accounts when, in the judgment of management, they are considered uncollectible. |
Federal Alternative Fuels Tax Credit Receivable | Federal Alternative Fuels Tax Credit Receivable Federal Alternative Fuels Tax Credit (“AFTC”) (formerly known as Volumetric Excise Tax Credit) receivable are the excise tax refunds to be received from the Federal Government on CNG fuel sales. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. As of December 31, 2020 and 2019 , the USPS accounted for 69 % and 65 % of the consolidated trade accounts receivable balance, respectively. During the years ended December 31, 2020 and 2019 , the USPS generated revenue representing 88 % and 88 %, respectively, of total trucking revenue and 87 % and 88 %, respectively, of the Company’s consolidated revenue. The USPS is operated by the United States Federal government; therefore, the Company does not believe there is significant credit risk related to the accounts receivable balance due from the USPS. If the Company were to lose its relationship, or is unable to renew existing contracts, with the USPS, it would have a material adverse effect on the Company’s financial condition and results of operations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense as incurred. Gains and losses on disposals of revenue equipment are included in operations as they are a normal, recurring component of our operations. Depreciation is provided utilizing the straight-line method over the following estimated useful lives. Years Tractors 7 Trailers 14 Equipment 5 Buildings 35 Leasehold improvements 5 |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed. We test goodwill for impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell all or a portion of a reporting unit. We perform our annual goodwill impairment test as of October 1 and monitor for interim triggering events on an ongoing basis. All of the Company’s goodwill is recorded in the Trucking reporting unit, which has a negative carrying value as of December 31, 2020 and 2019. Goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. If we choose to perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we compare the fair value of the reporting unit to the carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. The Company performed its annual goodwill impairment tests for 2020 and 2019 by completing quantitative impairment analyses of the Trucking reporting unit goodwill, and management concluded the goodwill was not impaired. |
Intangibles Assets | Intangible Assets The Company's intangible assets consist of customer relationships, trade names and non-competition agreements. The Company carries these intangible assets at cost, less accumulated amortization. Amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. There were no indefinite-lived intangible assets at December 31, 2020 and 2019 . |
Assets Held for Sale | Assets Held for Sale The Company classifies assets as being held for sale when the following criteria are met: Management, having the authority to approve the action, commits to a plan to sell the asset ; The asset is available for immediate sale in its present condition; An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year ; The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value ; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn . |
Long-Lived Assets | Long-Lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets. The Company recorded long-lived asset impairment charges of $ 2.3 million and $ 3.6 million during the years ended December 31, 2020 and 2019, respectively, related primarily to its CNG Fueling Stations. Refer to Note 10, Fair Value Measurements , for further details. |
Debt Issuance Costs | Debt Issuance Costs Certain fees and costs incurred to obtain long-term financing are capitalized and included as a reduction in the carrying value of the related debt in the consolidated balance sheets, net of accumulated amortization. These costs are amortized to interest expense using the effective interest method over the term of the related debt. |
Hedging Activities | Hedging Activities The Company periodically enters into commodity derivative contracts to manage its exposure to gas price volatility. GAAP requires recognition of all derivative instruments on the consolidated balance sheets as either assets or liabilities measured at fair value. Subsequent changes in a derivative’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Gains and losses on derivative hedging instruments must be recorded in either other comprehensive income or current earnings, depending on the nature and designation of the instrument. Management of the Company has determined that the administrative effort required to account for derivative instruments as cash flow hedges is greater than the financial statement presentation benefit. As a result, the Company marks its derivative instruments to fair value and records the changes in fair value as a component of other income and expense. Cash settlements of such instruments are likewise shown as a component of other income and expense and as a component of cash flows from operating activities on the statements of cash flows. The Company settled all of its commodity hedges during the year ended December 31, 2019 and the impact on the Company’s results of operations was immaterial during the year ended December 31, 2019. As of December 31, 2020 and 2019, the Company had no derivative assets or liabilities related to commodity hedging instruments recorded in the accompanying consolidated balance sheets. |
Fair Valuation of Common Stock, Preferred Stock, Warrants and Stock Options | Fair Valuation of Common Stock, Preferred Stock, Warrants and Stock Options Our executive officers, directors and principal stockholders beneficially own a substantial majority of the Company’s outstanding common stock. The Company’s common stock does not have an observable quoted market price on the OTC Expert Market because the stock is thinly traded and is not eligible for proprietary broker-dealer quotations. As a result, we must utilize an alternative method to estimate the fair value of our common stock, including when the Company issues other equity instruments for which the common stock is the underlying security. We first use primarily the income, or discounted cash flows, approach to determine the estimated fair value of our total equity. The assumptions about future cash flows and growth rates are based on the Company's long-term forecast and are subject to review and approval by senior management. The discount rate utilized is a risk-adjusted weighted average cost of capital, which we believe approximates the rate from a market participant's perspective. We then use the option-pricing equity allocation method to allocate the estimated total equity value to our common stock and preferred stock. The inputs and assumptions used in the option-pricing model include: (1) the discount rate; (2) the estimated time to liquidity; (3) the Company's expected stock price volatility; (4) the estimated discount for the lack of marketability; and (5) the risk-free interest rate. The estimated fair value could be impacted by changes in market conditions, interest rates, growth rates, tax rates, costs, pricing and capital expenditures. The fair value determination is categorized as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. The estimated fair value of the Company’s common stock is a key assumption in the fair valuation of the preferred stock, warrants and stock options the Company issues. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards based on the fair value of the award as of the grant date, which is calculated using the Black-Scholes option pricing model. The Company recognizes stock-based compensation expense on a straight-line basis over the awards’ vesting period and accounts for forfeitures as they occur. Some of the Company’s currently outstanding awards provide for the acceleration of vesting of all shares underlying the award upon the occurrence of the Company completing an aggregate of at least $ 30 million of any combination of debt and/or equity financing transactions after the date of grant. Since such financing transactions are outside the Company’s control, the Company does not deem the performance condition to be probable of achievement until the cumulative financing transactions have been completed. Once the cumulative financing transactions have been completed and the vesting of the awards is accelerated, the Company accelerates its recognition of stock-based compensation expense and records any previously unrecognized compensation cost associated with the affected awards on such date. |
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: For the Years Ended 2020 2019 Stock options 9,539,249 6,269,250 Warrants 12,106,255 9,881,255 Common stock to be issued upon conversion of 1,751,542 1,602,000 Common stock to be issued upon conversion of 132,647 113,764 Common stock to be issued upon conversion of 2,208,384 — Common stock to be issued upon conversion of 7,411,250 7,306,250 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 Total 35,497,327 27,520,519 |
Revenue Recognition | Revenue Recognition Trucking USPS – USPS trucking operations generates revenue from transportation services under multi-year contracts with the USPS, generally on a rate per mile basis that adjusts monthly for fuel pricing indexes. • Contract Identification – Although the Company has master agreements with the USPS, these master agreements only establish general terms. Each delivery represents a distinct service that is a separately identified performance obligation for each contract. A single delivery may comprise multiple stops prior to completion. Therefore, a legally enforceable contract is executed by both parties at the first point of pickup for each delivery. • Performance Obligations – The Company’s performance obligation arises from the annualized contract to transport USPS freight and is satisfied upon completion of each delivery. The Company’s delivery, accessorial, and dedicated truck capacity represent a bundle of services that are highly interdependent and have the same pattern of transfer to the customer. These services are not capable of being distinct from one another. Thus, the Company’s only performance obligation of USPS trucking operations is transportation services. • Transaction Price – The transaction price is based on the awarded agreement for the multi-year contract. The prices are based on miles travelled that adjust monthly for fuel pricing indexes. Depending on the contract, the total transaction price may consist of mileage revenue, fuel adjustments, accessorial fees and fees for additional deliveries outside of the scope of the annual contract. There is no significant financing component in the transaction price, as the USPS generally pays within the contractual payment terms of 30 to 60 days. • Allocating Transaction Price to Performance Obligations – The transaction price is allocated in its entirety to transportation services, as this is the only performance obligation. • Revenue Recognition – Revenues are recognized over time as satisfaction of the promised contractual delivery agreements are completed, in an amount that reflects the rate per mile set in the contract. Generally, the Company does not have material revenue in transit at period end. Freight • Contract Identification – A legally enforceable contract is executed by both parties at the point of pickup at the shipper’s location, as evidenced by a bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish general terms. There is no financial obligation until the load is tendered/accepted and the Company takes possession of the load. • Performance Obligations – The Company’s only performance obligation for freight trucking operations is transportation services. The Company’s delivery, accessorial, and dedicated truck capacity represent a bundle of services that are highly interdependent and have the same pattern of transfer to the customer. These services are not capable of being distinct from one another and the Company does not offer them on a stand-alone basis. • Transaction Price – Depending on the contract, the total transaction price may consist of mileage revenue, fuel adjustments, and accessorial fees. There is no significant financing component in the transaction price, as the customers generally pay within the contractual payment terms of 30 to 90 days. • Allocating Transaction Price to Performance Obligations – The transaction price is allocated in its entirety to transportation services, as this is the only performance obligation. • Revenue Recognition – Revenues are recognized over time as satisfaction of the promised contractual delivery agreements are completed. Generally, the Company does not have material revenue in transit at period end. CNG Fueling Stations The Company’s CNG is sold predominately pursuant to contractual commitments. These contracts typically include a stand-ready obligation to supply natural gas daily. • Contract Identification – A legally enforceable contract is executed by both parties at the time a customer pumps the fuel from the station. Although the Company may have contractual agreements, these agreements only establish general terms. There is no financial obligation until the customer receives and consumes the benefits provided by the Company’s performance as the stand-ready obligations are being satisfied. • Performance Obligations – The Company’s performance obligation arises from the sale of fuel to the customer. Thus, the Company’s only performance obligation of CNG operations is CNG sales. • Transaction Price – The transaction price is based on the stand-alone selling price for fuel. The primary method used to estimate the stand-alone selling price for fuel is observable stand-alone sales. • Allocating Transaction Price to Performance Obligations – The transaction price is allocated in its entirety to CNG sales, as this is the only performance obligation. • Revenue Recognition – The Company recognizes revenue for fuel sales at the point in time the customer receives and consumes the benefits. Management has determined that that the Company acts as the principal (rather than the agent) with respect to its Trucking and CNG operations because it is primarily responsible for fulfilling the promise to provide the specified good or service and has discretion in establishing the price for the specified good or service . Accordingly, the Company recognizes revenue on a gross basis. 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: December 31, ($ in thousands) 2020 2019 USPS revenue $ 200,494 $ 157,210 Freight revenue 26,179 19,595 Other revenue 1,603 614 Total Trucking revenue $ 228,276 $ 177,419 |
Loss Contingencies | Loss Contingencies From time to time, we are involved in litigation, claims, contingencies and other legal matters. We record a charge equal to at least the minimum estimated liability for a loss contingency borne by the Company when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of the loss can be reasonably estimated. We expense legal costs, including those legal costs expected to be incurred in connection with a loss contingency, as incurred. |
Income Taxes | Income Taxes Deferred income taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequence for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards. The Company accounts for uncertainty in income taxes by recognizing the tax benefit or expense from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits and expenses recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has no t identified any material uncertain tax positions as of December 31, 2020 and 2019 , respectively. Interest and penalties associated with tax positions are recorded within income tax expense. Tax years that remain subject to examination include 2017 through the current year for federal and generally 2015 through the current year for state purposes. |
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 not 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 not 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 not 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 not 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 not 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) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense as incurred. Gains and losses on disposals of revenue equipment are included in operations as they are a normal, recurring component of our operations. Depreciation is provided utilizing the straight-line method over the following estimated useful lives. Years Tractors 7 Trailers 14 Equipment 5 Buildings 35 Leasehold improvements 5 |
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: For the Years Ended 2020 2019 Stock options 9,539,249 6,269,250 Warrants 12,106,255 9,881,255 Common stock to be issued upon conversion of 1,751,542 1,602,000 Common stock to be issued upon conversion of 132,647 113,764 Common stock to be issued upon conversion of 2,208,384 — Common stock to be issued upon conversion of 7,411,250 7,306,250 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 Total 35,497,327 27,520,519 |
Schedule of Disaggregates Trucking Revenue from Contracts with Customers (ASC 606-10-50) | 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: December 31, ($ in thousands) 2020 2019 USPS revenue $ 200,494 $ 157,210 Freight revenue 26,179 19,595 Other revenue 1,603 614 Total Trucking revenue $ 228,276 $ 177,419 |
Acquisitions and Divestiture (T
Acquisitions and Divestiture (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Information | 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. 2019 ($ in thousands, except per share data) (Unaudited) Revenue $ 213,905 Net loss $ ( 37,771 ) Net loss available to common shareholders $ ( 37,795 ) Basic and diluted weighted average common shares 14,320,720 Basic and diluted loss per common share $ ( 2.64 ) |
Sheehy [Member] | |
Business Acquisition [Line Items] | |
Schedule 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 $ 2,285 Total $ 2,285 |
Ursa and JB Lease [Member] | |
Business Acquisition [Line Items] | |
Schedule 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 ) 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 800,000 shares of common stock $ 816 Cash 2,500 Promissory note 6,430 Total $ 9,746 |
Finkle and Courtlandt [Member] | |
Business Acquisition [Line Items] | |
Schedule 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] | |
Schedule 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) | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Disclosures [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable are summarized as follows: December 31, ($ in thousands) 2020 2019 Accounts receivable – trade $ 13,091 $ 11,823 Allowance for doubtful accounts ( 58 ) ( 140 ) $ 13,033 $ 11,683 |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, ($ in thousands) 2020 2019 Tractors, trailers and other vehicles $ 38,845 $ 40,229 Equipment 1,006 3,999 Buildings — 1,343 Land 976 976 Leasehold improvements 343 343 Office equipment 71 41 Computer equipment 48 63 41,289 46,994 Less accumulated depreciation ( 13,049 ) ( 5,263 ) $ 28,240 $ 41,731 |
Schedule of Intangible Assets | Intangible assets consist of the following: December 31, 2020 December 31, 2019 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 1,499 ) $ 3,105 $ 4,604 $ ( 898 ) $ 3,706 Trade names 2,416 ( 640 ) 1,776 2,416 ( 348 ) 2,068 Non-competition agreements 325 ( 119 ) 206 325 ( 54 ) 271 $ 7,345 $ ( 2,258 ) $ 5,087 $ 7,345 $ ( 1,300 ) $ 6,045 |
Schedule of Future Amortization Expense | Future amortization expense will be approximately as follows: Year Ending December 31, ($ in thousands) 2021 $ 946 2022 830 2023 768 2024 545 2025 321 Thereafter 1,677 $ 5,087 |
Schedule of Goodwill | Goodwill consists of the following: December 31, ($ in thousands) 2020 2019 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 Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following: December 31, ($ in thousands) 2020 2019 Compensation, related taxes and benefits $ 6,751 $ 4,972 Deferred revenue 6,337 — Purchased transportation 2,158 3,542 Other 3,343 4,366 $ 18,589 $ 12,880 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 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. Year Ended December 31, 2020 ($ in thousands) Trucking CNG Corporate and Total Revenue $ 228,276 $ 999 $ — $ 229,275 Operating expenses, excluding depreciation, $ ( 222,140 ) $ ( 1,045 ) $ ( 11,479 ) $ ( 234,664 ) Depreciation and amortization $ ( 14,575 ) $ ( 179 ) $ ( 6 ) $ ( 14,760 ) Impairment $ — $ ( 2,302 ) $ — $ ( 2,302 ) Operating loss $ ( 8,442 ) $ ( 2,527 ) $ ( 11,482 ) $ ( 22,451 ) Year Ended December 31, 2019 ($ in thousands) Trucking CNG Corporate and Total Revenue $ 177,419 $ 1,727 $ — $ 179,146 Operating expenses, excluding depreciation, $ ( 186,105 ) $ ( 1,375 ) $ ( 10,749 ) $ ( 198,229 ) Depreciation and amortization $ ( 7,403 ) $ ( 435 ) $ — $ ( 7,838 ) Impairment $ ( 149 ) $ ( 3,467 ) $ — $ ( 3,616 ) Operating loss $ ( 16,238 ) $ ( 3,550 ) $ ( 10,749 ) $ ( 30,537 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Due from Related Party | January 2, 2019 ($ in thousands) (Acquisition Date) Due to Sheehy Enterprises, Inc. $ ( 440 ) Due from North American Dispatch Systems 777 Due to Officer ( 85 ) Total $ 252 |
Factoring Arrangements (Tables)
Factoring Arrangements (Tables) | 12 Months Ended |
Dec. 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: December 31, ($ in thousands) 2020 2019 Purchased accounts receivable $ 7,924 $ 7,680 Unearned future contract advances 16,473 10,366 Total $ 24,397 $ 18,046 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt (with unrelated parties) consists of: December 31, ($ in thousands) 2020 2019 (a) Main Street Loan $ 17,033 $ — (b) PPP Loan 10,000 — (c) $1.3 million note payable 683 814 (d) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 1,099 (1) 1,005 (e) $0.3 million note payable 149 225 (f) Three equipment notes payable — 24 (g) Thunder Ridge supplier advance 881 890 (h) Various notes payable acquired from JB Lease 1,726 3,575 (i) $0.8 million note payable 504 673 (j) $0.3 million note payable — 224 (k) $3.8 million note payable 2,403 3,203 (l) Equipment notes payable acquired from Sheehy — 614 (m) Notes payable acquired from Sheehy 484 787 (n) Notes payable to two financing companies 1,082 1,400 (o) Finkle equipment notes 2,907 4,450 Total before debt issuance costs and debt discount 38,951 17,884 Debt issuance costs ( 1,147 ) ( 38 ) Debt discount ( 340 ) ( 56 ) 37,464 17,790 Less current portion ( 12,727 ) ( 5,681 ) Long-term debt, less current portion $ 24,737 $ 12,109 (1) Classified as a current liability as of December 31, 2020 due to the existence of one or more covenant violations. Debt (with related parties) consists of: December 31, ($ in thousands) 2020 2019 (a) Antara Financing Agreement $ 33,616 (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”) 3,280 (2) 3,000 (f) $2.5 million promissory note - stockholder 1,732 (2) 1,972 (g) $6.4 million promissory note - stockholder 6,111 (2) 6,417 (h) Notes payable acquired from Ritter 439 487 Total before debt issuance costs and debt discount 62,478 54,553 Debt issuance costs ( 36 ) ( 615 ) Debt discount ( 8,811 ) ( 16,270 ) 53,631 37,668 Less current portion ( 50,252 ) ( 25,656 ) Long-term debt, less current portion - related party $ 3,379 $ 12,012 (1) Classified as a current liability as of December 31, 2020 due to the probability of recurrence of covenant violations, other than the EBITDA-based covenant, during 2021. (2) Classified as a current liability as of December 31, 2020 due to the existence of one or more covenant violations not based on financial metrics. |
Schedule of Maturities of Long-Term Obligations | Maturities of long-term obligations are as follows: Year Ending December 31, Related Party Other Notes Total ($ in thousands) 2021 $ 20,043 $ 12,711 $ 32,754 2022 7,649 (1) 6,319 13,968 2023 49 4,872 4,921 2024 53 3,269 3,322 2025 57 11,780 11,837 Thereafter 34,627 (2) — 34,627 62,478 38,951 101,429 Total debt issuance costs and debt discount ( 8,847 ) ( 1,487 ) ( 10,334 ) $ 53,631 $ 37,464 $ 91,095 (1) Includes $ 6.1 million of promissory notes payable - stockholder and $ 1.5 million of promissory notes payable - related party classified as current liabilities as of December 31, 2020 due to the existence of one or more covenant violations (2) Includes $ 7.8 million of promissory notes payable - related party classified as a current liability as of December 31, 2020 due to the existence of one or more covenant violations and $ 17.1 million of the Antara Term Loans classified as a current liability as of December 31, 2020 due to the occurrence of one or more covenant violations during 2020 and the probability of recurrence during 2021 |
Stockholders' Deficit and War_2
Stockholders' Deficit and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Activity for Warrants Outstanding | The following table summarizes such warrants outstanding and exercisable as of December 31, 2020 and 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 Shares Weighted Weighted December 31, 2020: Outstanding 16,022,000 $ 0.52 5.8 Exercisable 16,022,000 $ 0.52 December 31, 2019: Outstanding 6,225,000 $ 0.42 5.5 Exercisable 6,225,000 $ 0.42 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 December 31, 2020 and 2019 and is inclusive of the warrants further described in Note 9, Stock-Based Compensation : Number of Shares Weighted Weighted December 31, 2020: Outstanding 8,856,255 $ 2.91 7.4 Exercisable 8,522,922 $ 2.91 December 31, 2019: Outstanding 8,856,255 $ 2.91 8.4 Exercisable 8,189,589 $ 2.66 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | The following table presents the stock option activity for the year ended December 31, 2020: Number of Shares Weighted Weighted Aggregate Outstanding - December 31, 2019 6,269,250 $ 2.50 8.7 $ — Granted 3,394,999 2.50 Exercised — — — Expired ( 125,000 ) 2.50 Outstanding - December 31, 2020 9,539,249 $ 2.50 8.3 $ — Exercisable - December 31, 2020 7,796,750 $ 2.50 8.0 $ — |
Summary of Assumptions Used to Estimate Fair Value of Stock Options Granted | The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31: 2020 2019 Approximate risk-free rate 0.3 % - 1.4 % 1.6 % - 2.5 % Expected life (in years) 5.0 - 5.75 5.3 - 7.0 Dividend yield — % — % Volatility 41.9 % - 46.4 % 41.3 % - 44.3 % |
Summary of Activity for Warrants Outstanding | The following table presents information related to stock-based compensation warrants outstanding and exercisable as of December 31, 2020 and 2019: Number of Shares Weighted Weighted Aggregate Outstanding - December 31, 2019 1,161,099 $ 4.65 5.9 $ — Outstanding - December 31, 2020 1,161,099 $ 4.65 4.9 $ — Exercisable - December 31, 2020 827,766 $ 3.71 4.9 $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Reconciliation for Opening and Closing Balances of Derivative Liability | The following table provides a reconciliation for the opening and closing balances of both liabilities from September 16, 2019 to December 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 — 13,239 (1) Net change in fair value 1,257 ( 1,975 ) (2) Balance at December 31, 2020 $ 2,278 $ 11,264 (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 $( 2.6 ) million correction of a prior period error. Refer to Note 1, Description of Business and Summary of Significant Accounting Policies - Out of Period Adjustments , for further discussion. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | |
Schedule of Balances Recorded in Consolidated Balance Sheet Related to Lease Arrangements | At December 31, 2020 and 2019, the Company had the following balances recorded in the consolidated balance sheets related to its lease arrangements: ($ in thousands) Classification December 31, December 31, Assets Operating leases Right-of-use-asset $ 10,473 $ 13,749 Finance leases Right-of-use-asset 27,913 3,436 Liabilities Current: Operating leases Operating lease liabilities, current portion 3,801 4,161 Finance leases Finance lease liabilities, current portion 4,597 1,196 Non-current: Operating leases Operating lease liabilities, less current portion 6,553 9,374 Finance leases Finance lease liabilities, less current portion 24,884 2,615 |
Schedule of Components of Lease Cost | Components of lease cost are as follows: ($ in thousands) Year Ended Year Ended Finance lease costs: Amortization of ROU assets $ 4,820 $ 1,086 Interest on lease assets 2,318 383 Operating lease costs 5,784 4,460 Short-term lease costs 4,526 6,848 Variable lease costs 401 291 Total $ 17,849 $ 13,068 |
Schedule of Supplemental Cash Flow Information and Non-Cash Activity Related to Leases | Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Year Ended Year Ended Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 3,645 $ 908 Operating cash flows from finance lease interest expense 2,318 383 Operating cash flows from operating leases 5,597 4,703 Non-cash activity Right-of-use assets obtained in exchange for lease obligations: Finance leases 24,931 — Operating leases 3,531 — Finance lease liabilities – recognized as of ASC 842 adoption — 1,493 Operating lease liabilities – recognized as of ASC 842 adoption — 3,040 Finance lease liabilities – recognized as a result of 2019 business combinations — 1,665 Operating lease liabilities – recognized as a result of 2019 business combinations — 10,276 |
Schedule of Weighted-Average Remaining Lease-Term and Discount Rate | Weighted-average remaining lease term and discount rate for our leases are as follows: December 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) Finance leases 5.1 3.7 Operating leases 3.9 4.8 Weighted-average discount rate Finance leases 11 % 12 % Operating leases 11 % 19 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities by fiscal year for our leases are as follows: ($ in thousands) Operating Finance 2021 $ 5,440 $ 8,100 2022 2,811 7,754 2023 1,531 7,635 2024 1,242 5,941 2025 371 5,251 Thereafter 781 3,114 Total lease payments $ 12,176 $ 37,795 Less: Imputed interest ( 1,822 ) ( 8,314 ) Present value of lease liabilities $ 10,354 $ 29,481 |
Related Party Leases [Member] | |
Lessee Lease Description [Line Items] | |
Schedule of Balances Recorded in Consolidated Balance Sheet Related to Lease Arrangements | At December 31, 2020 and 2019, the Company had the following balances recorded in the consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification December 31, December 31, Assets Operating leases Right-of-use-asset $ 3,300 $ 4,390 Finance leases Right-of-use-asset 444 497 Liabilities Current: Operating leases Operating lease liabilities, current portion 1,118 1,005 Finance leases Finance lease liabilities, current portion 71 70 Non-current: Operating leases Operating lease liabilities, less current portion 1,956 3,074 Finance leases Finance lease liabilities, less current portion 414 451 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision (Benefit) Reported in Consolidated Statements of Operations | Income tax provision (benefit) reported in the consolidated statements of operations is comprised of the following: For the Years Ended December 31, ($ in thousands) 2020 2019 Current provision (benefit) Federal $ — $ — State, net of state tax credits 564 70 Total current provision (benefit) 564 70 Deferred provision (benefit) Federal ( 10,193 ) ( 7,515 ) State and local ( 1,623 ) ( 666 ) Valuation allowance 11,458 2,708 Total deferred provision (benefit) ( 358 ) ( 5,473 ) Total income tax provision (benefit) $ 206 $ ( 5,403 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net income (loss), compared to the income tax provision (benefit) in the consolidated statements of operations: For the Years Ended December 31, ($ in thousands) 2020 2019 Expected federal tax (benefit) $ ( 9,795 ) 21.0 % $ ( 8,005 ) 21.0 % State tax provision, net of federal benefit ( 1,378 ) 3.0 % ( 1,298 ) 3.4 % Acquisition accounting — 0.0 % ( 5,848 ) 15.3 % Prior year true up ( 7 ) 0.0 % 662 - 1.7 % Change in tax rate 304 - 0.6 % 538 - 1.4 % Effect of increase in valuation allowance 11,458 - 24.6 % 8,560 - 22.4 % Change in fair value of warrant liability ( 518 ) 1.1 % — 0.0 % Other permanent differences 142 - 0.3 % ( 12 ) 0.0 % Provision (benefit) $ 206 - 0.4 % $ ( 5,403 ) 14.2 % |
Components of Net Deferred Taxes for Federal and State Income Taxes | The following are the components of the Company’s net deferred taxes for federal and state income taxes: December 31, ($ in thousands) 2020 2019 Deferred tax assets Accrued expenses and other $ 2,232 $ 823 Advancement income 1,658 — Debt discount 2,171 — Interest 3,855 1,522 Inventory — 158 Stock-based compensation 708 550 Lease liability 10,440 4,420 Loss carryforwards 12,408 9,930 Total deferred tax assets 33,472 17,403 Valuation allowance ( 19,125 ) ( 7,667 ) Net deferred tax assets 14,347 9,736 Deferred tax liabilities: Debt discount — ( 211 ) Prepaid expenses ( 148 ) ( 269 ) Lease assets ( 10,061 ) ( 4,305 ) Fixed assets and intangible assets ( 4,155 ) ( 5,326 ) Total deferred tax liabilities ( 14,364 ) ( 10,111 ) Net non-current deferred tax liability $ ( 17 ) $ ( 375 ) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Mar. 09, 2021USD ($)Installment | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2021USD ($)Installment | Dec. 31, 2020USD ($)Facility$ / sharesshares | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)AcquisitionStationFacility$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Oct. 20, 2020$ / shares | Oct. 19, 2020$ / shares | Jun. 30, 2020USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Number of facilities in operation | Facility | 10 | 10 | |||||||||||||
Number of acquisitions completed | Acquisition | 7 | ||||||||||||||
Cash | $ 26,644,000 | $ 26,644,000 | $ 3,274,000 | ||||||||||||
Working capital deficit | 98,900,000 | 98,900,000 | |||||||||||||
Stockholders' deficit | (67,322,000) | (67,322,000) | (12,673,000) | $ (11,666,000) | |||||||||||
Debt and lease obligations | 155,300,000 | 155,300,000 | |||||||||||||
Cash used in operating activities | 10,022,000 | 15,178,000 | |||||||||||||
Net loss | (46,848,000) | $ (32,714,000) | |||||||||||||
Principal amount due | $ 91,095,000 | $ 91,095,000 | |||||||||||||
Common stock, shares issued | shares | 12,972,815 | 12,972,815 | 12,093,834 | ||||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ 6,200,000 | ||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 2.50 | |||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||||||||||
Indefinite-lived intangible assets | 0 | 0 | 0 | ||||||||||||
Long-lived asset impairment charges | 2,302,000 | 3,616,000 | |||||||||||||
Cumulative effect adjustments | (101,619,000) | (101,619,000) | (54,771,000) | ||||||||||||
Unrecognized income tax benefits | $ 0 | $ 0 | |||||||||||||
Impact on earnings per share | $ / shares | $ (2.26) | $ (2.89) | |||||||||||||
Accounts payable | 11,698,000 | $ 11,698,000 | $ 16,262,000 | ||||||||||||
Total revenue | 229,275,000 | 179,146,000 | |||||||||||||
Finance lease right-of-use assets, net | 27,913,000 | 27,913,000 | 3,436,000 | ||||||||||||
Finance Leases, Present value of lease liabilities | 29,481,000 | 29,481,000 | |||||||||||||
Operating lease right-of-use assets, net | 10,473,000 | 10,473,000 | 13,749,000 | ||||||||||||
Operating lease liabilities | 10,354,000 | 10,354,000 | |||||||||||||
Revision of Prior Period, Change in Accounting Principle, Adjustment | |||||||||||||||
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 | ||||||||||||||
Finance lease right-of-use assets, net | 1,300,000 | ||||||||||||||
Finance Leases, Present value of lease liabilities | 1,300,000 | ||||||||||||||
Operating lease right-of-use assets, net | 600,000 | ||||||||||||||
Operating lease liabilities | 600,000 | ||||||||||||||
Previously Reported [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Net loss | 0 | $ 0 | |||||||||||||
Restatement Adjustment [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Current portion of long-term debt - related party | 16,300,000 | 16,300,000 | |||||||||||||
Advances from suppliers | 900,000 | 900,000 | |||||||||||||
Long-term debt - related party | 2,700,000 | 2,700,000 | |||||||||||||
Accounts payable | $ 2,500,000 | $ 2,500,000 | |||||||||||||
ASU 2016-02 [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | Jan. 1, 2019 | |||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | |||||||||||||
Change in accounting principle, accounting standards update, immaterial effect true false] | true | true | |||||||||||||
ASU 2016-02 [Member] | Revision of Prior Period, Change in Accounting Principle, Adjustment | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Cumulative effect adjustments | $ 0 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Financing transactions, award grant | $ 30,000,000 | ||||||||||||||
USPS [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Contractual payment terms | There is no significant financing component in the transaction price, as the USPS generally pays within the contractual payment terms of 30 to 60 days. | ||||||||||||||
Trucking [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Total revenue | $ 228,276,000 | 177,419,000 | |||||||||||||
Trucking [Member] | Revision of Prior Period, Change in Accounting Principle, Adjustment | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Total revenue | $ 2,050,000 | ||||||||||||||
Trucking [Member] | USPS [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Total revenue | $ 200,494,000 | $ 157,210,000 | |||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Trucking [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of concentrations of credit risk | 88.00% | 88.00% | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Preferred stock issued | shares | 1,000,000 | ||||||||||||||
Common Stock | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Stockholders' deficit | $ 2,000 | $ 2,000 | $ 1,000 | ||||||||||||
Common stock, shares issued | shares | 1,260,000 | ||||||||||||||
Triumph Business Capital [Member] | Subsequent Event [Member] | Letter of Intent and Memo of Understanding [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Proceeds from transportation settlements | $ 1,600,000 | $ 17,500,000 | $ 7,100,000 | $ 7,100,000 | |||||||||||
Repayment of factor advances | 11,000,000 | 11,000,000 | |||||||||||||
Amount retained to reduce outstanding principal amount of factoring advances | $ 6,900,000 | $ 6,900,000 | |||||||||||||
Number of installments for repayment | Installment | 48 | 48 | |||||||||||||
Frequency of payments | monthly | monthly | |||||||||||||
Date of first required payment | Jan. 1, 2022 | Jan. 1, 2022 | |||||||||||||
Transportation settlements fund held in reserve. | $ 600,000 | ||||||||||||||
Funds held in reserve against advances | $ 800,000 | $ 800,000 | |||||||||||||
Funds held in reserve against advances utilized | $ 3,000,000 | ||||||||||||||
USPS [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of concentrations of credit risk | 69.00% | 65.00% | |||||||||||||
USPS [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of concentrations of credit risk | 87.00% | 88.00% | |||||||||||||
USPS [Member] | Subsequent Event [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Compensation received for work performed | 28,400,000 | ||||||||||||||
Note Purchase Agreements and Releases [Member] | Subsequent Event [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 | ||||||||||||||
Paycheck Protection Program Loan, CARES Act [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||
Loan Agreement [Member] | Main Street Loan [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Principal amount due | 31,700,000 | $ 31,700,000 | |||||||||||||
Maturity date | Sep. 16, 2022 | ||||||||||||||
Principal amount | $ 17,000,000 | $ 17,000,000 | |||||||||||||
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. | ||||||||||||||
Loan Agreement [Member] | Main Street Loan [Member] | Subsequent Event [Member] | |||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Principal amount due | $ 16,700,000 | ||||||||||||||
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 compressed natural gas stations | Station | 3 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Tractors [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment | 7 years |
Trailers [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment | 14 years |
Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment | 5 years |
Buildings [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment | 35 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment | 5 years |
Description of Business and S_6
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 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 | 35,497,327 | 27,520,519 |
Employee 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 | 9,539,249 | 6,269,250 |
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 | 12,106,255 | 9,881,255 |
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 | 1,751,542 | 1,602,000 |
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 | 132,647 | 113,764 |
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 | 2,208,384 | |
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 | 7,411,250 | 7,306,250 |
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 | 2,348,000 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Disaggregates Trucking Revenue from Contracts with Customers (ASC 606-10-50) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Total revenue | $ 229,275 | $ 179,146 |
Trucking [Member] | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Total revenue | 228,276 | 177,419 |
Trucking [Member] | USPS Revenue [Member] | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Total revenue | 200,494 | 157,210 |
Trucking [Member] | Freight Revenue [Member] | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Total revenue | 26,179 | 19,595 |
Trucking [Member] | Other Revenue [Member] | ||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||
Total revenue | $ 1,603 | $ 614 |
Acquisitions and Divestiture -
Acquisitions and Divestiture - Additional Information (Details) - USD ($) | Apr. 07, 2020 | Jan. 13, 2020 | Nov. 18, 2019 | Sep. 16, 2019 | Jul. 19, 2019 | Apr. 01, 2019 | Feb. 01, 2019 | Jan. 04, 2019 | Jan. 02, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 20, 2020 | Oct. 19, 2020 | Sep. 30, 2019 | Jun. 30, 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 | $ 19,482,000 | ||||||||||||||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 2.50 | ||||||||||||||
Warrants issued | 5,072,000 | 7,925,000 | |||||||||||||||
Fair value of the warrants | $ 800,000 | ||||||||||||||||
Truckserv Maintenance Operations [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price payable | $ 450,000 | ||||||||||||||||
JB Lease Note [Member] | Truckserv Maintenance Operations [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt instrument, monthly receivable of principle and interest | $ 10,000 | ||||||||||||||||
Purchase price receivable period | 15 months | ||||||||||||||||
Partial payment of outstanding principal balance | $ 300 | ||||||||||||||||
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 | ||||||||||||||||
Debt instrument maturity, description | maturity date of August 2020. | ||||||||||||||||
Debt instrument description | The JB Lease Note was 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 | ||||||||||||||||
Interest rate | 9.00% | ||||||||||||||||
Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | Promissory Note [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Outstanding balance | $ 400,000 | ||||||||||||||||
Accrued interest - related party | 40,000 | ||||||||||||||||
Aggregate principal amount | $ 48,000 | ||||||||||||||||
Common Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt repayment in the form shares | 8,664 | ||||||||||||||||
Warrants issued | 4,375,000 | ||||||||||||||||
Common Stock | Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt repayment in the form shares | 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 | ||||||||||||||||
Shares issued upon conversion | $ 1,200,000 | ||||||||||||||||
Goodwill | $ 4,051,000 | $ 4,100,000 | |||||||||||||||
Business acquisition debt assumed | 2,639,000 | ||||||||||||||||
Business combination total consideration | $ 2,285,000 | ||||||||||||||||
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] | Put Option [Member] | Maximum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Exchange of common stock fair value | $ 1,200,000 | ||||||||||||||||
Sheehy [Member] | Common Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination, common stock issued | 2,240,000 | ||||||||||||||||
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 | ||||||||||||||||
Business combination total consideration | $ 9,746,000 | ||||||||||||||||
URSA [Member] | Common Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination, common stock issued | 800,000 | ||||||||||||||||
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 | |||||||||||||||
Business combination total consideration | $ 3,237,000 | ||||||||||||||||
Finkle and Courtlandt [Member] | Common Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination, common stock issued | 1,250,000 | ||||||||||||||||
Finkle and Courtlandt [Member] | Common Stock | Maximum [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 | ||||||||||||||||
Business combination total consideration | $ 24,077,000 | ||||||||||||||||
Ritter Companies [Member] | Common Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination, common stock issued | 2,440,982 | ||||||||||||||||
Finkle Transport Inc. [Member] | Common Stock | Contingent Consideration [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination, common stock issued | 870,317 | ||||||||||||||||
Exchange of common stock fair value | $ 300,000 |
Acquisitions and Divestiture _2
Acquisitions and Divestiture - 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 | Apr. 01, 2019 | Feb. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 04, 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 | $ 4,100 | ||||||
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 shares of common stock | 2,285 | |||||||
Total | 2,285 | |||||||
Sheehy [Member] | Trade Names [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 320 | |||||||
Sheehy [Member] | Customer Relationships [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 650 | |||||||
Sheehy [Member] | Noncompete Agreements [Member] | ||||||||
Assets acquired | ||||||||
Finite lived 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) | |||||||
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 | 816 | |||||||
Cash | 2,500 | |||||||
Promissory note | 6,430 | |||||||
Total | 9,746 | |||||||
Ursa and JB Lease [Member] | Trade Names [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 1,300 | |||||||
Ursa and JB Lease [Member] | Customer Relationships [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 200 | |||||||
Ursa and JB Lease [Member] | Noncompete Agreements [Member] | ||||||||
Assets acquired | ||||||||
Finite lived 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) | |||||||
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 | 1,987 | |||||||
Cash | 1,250 | |||||||
Total | 3,237 | |||||||
Finkle and Courtlandt [Member] | Trade Names [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 60 | |||||||
Finkle and Courtlandt [Member] | Customer Relationships [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 700 | |||||||
Finkle and Courtlandt [Member] | Noncompete Agreements [Member] | ||||||||
Assets acquired | ||||||||
Finite lived 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) | |||||||
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 | 3,466 | |||||||
Cash | 20,611 | |||||||
Total | 24,077 | |||||||
Ritter Companies [Member] | Trade Names [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 190 | |||||||
Ritter Companies [Member] | Customer Relationships [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | 310 | |||||||
Ritter Companies [Member] | Noncompete Agreements [Member] | ||||||||
Assets acquired | ||||||||
Finite lived intangibles | $ 110 |
Acquisitions and Divestiture _3
Acquisitions and Divestiture - 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] | ||||
Business combination, common stock issued | 2,240,000 | |||
Ursa and JB Lease [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, common stock issued | 800,000 | |||
Finkle and Courtlandt [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, common stock issued | 1,250,000 | |||
Ritter Companies [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, common stock issued | 2,440,982 |
Acquisitions and Divestiture _4
Acquisitions and Divestiture - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 213,905 | |
Net loss | $ (37,771) | |
Net loss available to common shareholders | $ (37,795) | |
Basic and diluted weighted average common shares outstanding | 14,320,720 | |
Basic and diluted loss per common share | $ (2.64) |
Balance Sheet Disclosures - Sum
Balance Sheet Disclosures - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Disclosures [Abstract] | ||
Accounts receivable – trade | $ 13,091 | $ 11,823 |
Allowance for doubtful accounts | (58) | (140) |
Accounts receivable, net | $ 13,033 | $ 11,683 |
Balance Sheet Disclosures - S_2
Balance Sheet Disclosures - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment | ||
Property and equipment, gross | $ 41,289 | $ 46,994 |
Less accumulated depreciation | (13,049) | (5,263) |
Property, equipment and land, net | 28,240 | 41,731 |
Tractors, trailers and other vehicles [Member] | ||
Property and equipment | ||
Property and equipment, gross | 38,845 | 40,229 |
Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 1,006 | 3,999 |
Buildings [Member] | ||
Property and equipment | ||
Property and equipment, gross | 1,343 | |
Land [Member] | ||
Property and equipment | ||
Property and equipment, gross | 976 | 976 |
Leasehold Improvements [Member] | ||
Property and equipment | ||
Property and equipment, gross | 343 | 343 |
Office equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 71 | 41 |
Computer equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | $ 48 | $ 63 |
Balance Sheet Disclosures - Add
Balance Sheet Disclosures - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation expense | $ 9 | $ 5.9 |
Amortization expense | $ 1 | $ 0.9 |
Weighted Average [Member] | ||
Finite-lived intangible asset useful life | 8 years 3 months 18 days | |
Weighted Average [Member] | Customer Relationships [Member] | ||
Finite-lived intangible asset useful life | 8 years 4 months 24 days | |
Weighted Average [Member] | Trade Names [Member] | ||
Finite-lived intangible asset useful life | 8 years 10 months 24 days | |
Weighted Average [Member] | Noncompete Agreements [Member] | ||
Finite-lived intangible asset useful life | 3 years 2 months 12 days |
Balance Sheet Disclosures - Sch
Balance Sheet Disclosures - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Gross | $ 7,345 | $ 7,345 |
Accumulated Amortization | (2,258) | (1,300) |
Net | 5,087 | 6,045 |
Customer Relationships [Member] | ||
Gross | 4,604 | 4,604 |
Accumulated Amortization | (1,499) | (898) |
Net | 3,105 | 3,706 |
Trade Names [Member] | ||
Gross | 2,416 | 2,416 |
Accumulated Amortization | (640) | (348) |
Net | 1,776 | 2,068 |
Noncompete Agreements [Member] | ||
Gross | 325 | 325 |
Accumulated Amortization | (119) | (54) |
Net | $ 206 | $ 271 |
Balance Sheet Disclosures - S_3
Balance Sheet Disclosures - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Future amortization expense | ||
2021 | $ 946 | |
2022 | 830 | |
2023 | 768 | |
2024 | 545 | |
2025 | 321 | |
Thereafter | 1,677 | |
Net | $ 5,087 | $ 6,045 |
Balance Sheet Disclosures - S_4
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_5
Balance Sheet Disclosures - Schedule of Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued expenses | ||
Compensation, related taxes and benefits | $ 6,751 | $ 4,972 |
Deferred revenue | 6,337 | |
Purchased transportation | 2,158 | 3,542 |
Other | 3,343 | 4,366 |
Total | $ 18,589 | $ 12,880 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020StationSegment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Segment | 2 |
Number of reportable segments | Segment | 2 |
CNG Fueling Stations [Member] | |
Segment Reporting Information [Line Items] | |
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 229,275 | $ 179,146 |
Operating expenses, excluding depreciation, amortization, and impairment | (234,664) | (198,229) |
Depreciation and amortization | (14,760) | (7,838) |
Impairment | (2,302) | (3,616) |
Operating loss | (22,451) | (30,537) |
Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 228,276 | 177,419 |
CNG [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 999 | 1,727 |
Operating Segment [Member] | Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 228,276 | 177,419 |
Operating expenses, excluding depreciation, amortization, and impairment | (222,140) | (186,105) |
Depreciation and amortization | (14,575) | (7,403) |
Impairment | (149) | |
Operating loss | (8,442) | (16,238) |
Operating Segment [Member] | CNG [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 999 | 1,727 |
Operating expenses, excluding depreciation, amortization, and impairment | (1,045) | (1,375) |
Depreciation and amortization | (179) | (435) |
Impairment | (2,302) | (3,467) |
Operating loss | (2,527) | (3,550) |
Corporate and Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating expenses, excluding depreciation, amortization, and impairment | (11,479) | (10,749) |
Depreciation and amortization | (6) | |
Operating loss | $ (11,482) | $ (10,749) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 07, 2019 | Apr. 01, 2019 | Jan. 07, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 20, 2020 | Oct. 19, 2020 | Mar. 31, 2020 | Oct. 15, 2019 |
Related Party Transaction [Line Items] | ||||||||||
Accounts payable converted to common stock | $ 10,000 | |||||||||
Accounts payable - related party amount settled | 45,000 | |||||||||
Operating lease liabilities | $ 10,354,000 | |||||||||
Accrued interest - related party | $ 2,249,000 | 1,482,000 | ||||||||
Security deposit | $ 300,000 | |||||||||
Common stock, shares issued | 12,972,815 | 12,093,834 | ||||||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 2.50 | |||||||
Property and equipment, net | $ 28,240,000 | $ 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 and equipment, 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. | |||||||||
Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Recognized operating lease expense | $ 1,100,000 | 400,000 | ||||||||
Operating lease liabilities | $ 0 | $ 0 | ||||||||
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 | |||||||||
Issuance of common stock for exchange of bridge notes and interest | 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 | |||||||||
Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt repayment in the form shares | 8,664 | |||||||||
Common stock, shares issued | 1,260,000 | |||||||||
Common Stock | Sheehy Enterprises Inc [Member] | Intercompany Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt repayment in the form shares | 35,156 | |||||||||
Former Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable converted to common stock | $ 100,000 | |||||||||
Payment of principal amount to Peck | 38,000 | |||||||||
Accounts payable - related party amount settled | $ 300,000 | |||||||||
Common stock, shares issued | 117,092 | |||||||||
Former Officer [Member] | Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party accounts payable converted to common stock, shares | 117,092 | |||||||||
Former Officer [Member] | Gain on Conversion of Accounts Payable – Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Gain associated with issuance of common stock | $ 200,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Due from 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 | 12 Months Ended | |
Dec. 31, 2020 | 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% | |
Factored receivables, interest expense | $ 1.7 | $ 1.8 |
Factored receivables, financing fees | $ 1.7 | $ 1.8 |
Financing costs of interest rate | 2.00% | |
Financing costs of floor interest rate | 4.00% | |
Factor fee | 0.25% | |
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 | Dec. 31, 2020 | Dec. 31, 2019 |
Factoring With Recourse [Abstract] | ||
Purchased accounts receivable | $ 7,924 | $ 7,680 |
Unearned future contract advances | 16,473 | 10,366 |
Advances under factoring arrangement | $ 24,397 | $ 18,046 |
Debt - Additional Information (
Debt - Additional Information (Details) | Dec. 14, 2020USD ($)$ / sharesshares | Oct. 20, 2020$ / shares | Apr. 15, 2020USD ($) | Sep. 16, 2019USD ($)Warrant$ / sharesshares | Oct. 31, 2020USD ($)Warrant$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Tractor$ / sharesshares | Dec. 31, 2019USD ($) | Jan. 01, 2021$ / sharesshares | Oct. 19, 2020$ / shares | Sep. 30, 2020$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 27, 2020$ / shares | Oct. 31, 2019USD ($) | Oct. 15, 2019$ / shares |
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | $ 101,429,000 | |||||||||||||||
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 2.50 | |||||||||||||
Conversion of stock, description | Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. | |||||||||||||||
Obtained additional term loan commitments | $ 26,692,000 | $ 30,130,000 | ||||||||||||||
Loss on extinguishment of debt | $ (9,994,000) | |||||||||||||||
Additional warrants to be issued | shares | 1,000,000 | |||||||||||||||
Warrants to purchase number of common stock shares exchange rate | 0.01% | |||||||||||||||
Paycheck Protection Program Loan, CARES Act [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 10,000,000 | |||||||||||||||
Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum obligation to be repaid | $ 25,000,000 | |||||||||||||||
CNG Tractors [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Danny Cuzick [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Danny Cuzick [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of ownership interest contribution | 100.00% | |||||||||||||||
Amount of indemnification for guaranty of certain obligations | $ 500,000 | |||||||||||||||
Warrants to purchase common stock | shares | 1,000,000 | 1,000,000 | ||||||||||||||
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 | |||||||||||||||
Antara Capital Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | $ 2.50 | |||||||||||||
Antara Financing Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock issued as advisory fee | shares | 98,000 | |||||||||||||||
Value of stock issued as advisory fee | $ 100,000 | |||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||
Financing Agreement [Member] | 0.01 Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||
Class of warrant or rights, exercisable term | 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 | |||||||||||||||
Financing Agreement [Member] | 2.50 Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Class of warrant or rights, exercisable term | 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 | |||||||||||||||
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 | 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. | |||||||||||||||
Incremental Amendment [Member] | Antara Capital Warrant [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Omnibus Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of warrants issued | Warrant | 500,000 | |||||||||||||||
Class of warrant to purchase number of common stock | shares | 1,500,000 | 500,000 | 7,925,000 | |||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 2.50 | |||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||
Common stock shares to be issued to lenders | shares | 1,174,800 | |||||||||||||||
Additional warrants to be issued | shares | 1,000,000 | |||||||||||||||
Warrants to purchase number of common stock shares exchange rate | 0.64% | 0.64% | ||||||||||||||
Common stock | shares | 5,072,000 | |||||||||||||||
Omnibus Amendment [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum obligation to be repaid | $ 25,000,000 | |||||||||||||||
Omnibus Amendment [Member] | EVO Equipment Leasing, LLC [Member] | CNG Tractors [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of tractors to be acquired | Tractor | 89 | |||||||||||||||
Second Omnibus Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 33,600,000 | 25,400,000 | ||||||||||||||
Interest rate | 12.00% | |||||||||||||||
Interest paid in kind | 14.50% | |||||||||||||||
Term loan payment 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. | |||||||||||||||
Capitalized interest | 2,700,000 | 900,000 | ||||||||||||||
Second Omnibus Amendment [Member] | Maximum [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 17,000,000 | |||||||||||||||
Antara Capital [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Loss on extinguishment of debt | (10,100,000) | |||||||||||||||
Antara Capital [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of warrant to purchase number of common stock | shares | 3,250,000 | |||||||||||||||
Paycheck Protection Program Loan [Member] | Omnibus Amendment [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 10,000,000 | |||||||||||||||
BOKF, N.A. [Member] | Paycheck Protection Program Loan, CARES Act [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 10,000,000 | |||||||||||||||
Interest rate | 1.00% | |||||||||||||||
Debt instrument, frequency of periodic payment | monthly | |||||||||||||||
Debt instrument prepayment penalties | $ 0 | |||||||||||||||
Period for loan amount and accrued interest eligible for forgiveness | 56 days | |||||||||||||||
Maturity date | Apr. 15, 2022 | |||||||||||||||
Commerce Bank of Arizona, Inc [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 3.00% | |||||||||||||||
Debt instrument, frequency of periodic payment | quarterly | |||||||||||||||
Debt instrument term | 5 years | |||||||||||||||
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. | |||||||||||||||
Date of first interest payment | Mar. 14, 2022 | |||||||||||||||
Unpaid interest as percentage on outstanding principal balance | 15.00% | |||||||||||||||
Maturity date | Dec. 14, 2025 | |||||||||||||||
Commerce Bank of Arizona, Inc [Member] | Maximum [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 17,000,000 | |||||||||||||||
Term Loan [Member] | Antara Financing Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 24,500,000 | $ 33,600,000 | ||||||||||||||
Debt borrowed | $ 22,400,000 | $ 2,100,000 | ||||||||||||||
Interest rate | 12.00% | 14.50% | ||||||||||||||
Maturity date | Sep. 16, 2022 | |||||||||||||||
Term loan payment 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”). | |||||||||||||||
Agreement, 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. | |||||||||||||||
Unamortized debt discount | $ 9,000,000 | $ 2,000,000 | $ 8,600,000 | |||||||||||||
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 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. | |||||||||||||||
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] | 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% | |||||||||||||||
Incremental Term Loans [Member] | Antara Capital [Member] | Incremental Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | $ 3,200,000 | |||||||||||||||
Obtained additional term loan commitments | $ 3,200,000 | |||||||||||||||
Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | $ 3,100,000 | |||||||||||||||
Interest rate | 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 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 101,429 | |
Less current portion | (12,727) | $ (5,681) |
Long-term debt, less current portion | 24,737 | 12,109 |
Main Street Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | (1,100) | |
Debt discount | (300) | |
Secured Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount | 0 | (200) |
Long Term Debt with Unrelated Parties [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 38,951 | 17,884 |
Debt issuance costs | (1,147) | (38) |
Debt discount | (340) | (56) |
Long-term debt, net | 37,464 | 17,790 |
Less current portion | (12,727) | (5,681) |
Long-term debt, less current portion | 24,737 | 12,109 |
Long Term Debt with Unrelated Parties [Member] | Main Street Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 17,033 | |
Long Term Debt with Unrelated Parties [Member] | PPP Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 10,000 | |
Long Term Debt with Unrelated Parties [Member] | Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 683 | 814 |
Long Term Debt with Unrelated Parties [Member] | Secured Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,099 | 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 | 1,726 | 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 | 504 | 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 | 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 | 2,403 | 3,203 |
Long Term Debt with Unrelated Parties [Member] | Equipment Notes Payable Acquired From Sheehy [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 614 | |
Long Term Debt with Unrelated Parties [Member] | Notes Payable To Bank Acquired From Sheehy [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 484 | 787 |
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,082 | 1,400 |
Long Term Debt with Unrelated Parties [Member] | Frinkle Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 2,907 | 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 | $ 149 | 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 | $ 24 |
Debt - Schedule of Debt (With_2
Debt - Schedule of Debt (With Unrelated Parties) (Parenthetical) (Details) - USD ($) | Feb. 11, 2019 | Jan. 23, 2019 | Jan. 22, 2019 | Feb. 01, 2017 | Sep. 30, 2020 | Oct. 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | Aug. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Oct. 20, 2020 | Oct. 19, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||||||||||||||||
Warrants issued | 5,072,000 | 7,925,000 | |||||||||||||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 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. | ||||||||||||||||
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 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants issued | 4,375,000 | ||||||||||||||||
Main Street Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 17,000,000 | ||||||||||||||||
Interest rate | 3.00% | ||||||||||||||||
Quarterly interest payments date | Mar. 14, 2020 | ||||||||||||||||
Maturity date | Dec. 14, 2025 | ||||||||||||||||
Payment terms, description | Beginning March 14, 2020, the Borrowers must make quarterly interest payments, and the Borrowers must make payments equal to 15% of the outstanding principal balance plus capitalized interest on each of December 14, 2023 and December 14, 2024. The entire outstanding principal balance, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025. | ||||||||||||||||
Unpaid interest as percentage on outstanding principal balance | 15.00% | ||||||||||||||||
Unamortized debt discount | $ 300,000 | ||||||||||||||||
Unamortized debt issuance costs | $ 1,100,000 | ||||||||||||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||||||||||||
PPP Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||
Maturity date | Apr. 15, 2022 | ||||||||||||||||
Period for loan amount and accrued interest eligible for forgiveness | 56 days | ||||||||||||||||
Note Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 1,300,000 | ||||||||||||||||
Maturity date, month and year | 2024-03 | ||||||||||||||||
Note payable, description | $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 | 35,491 | ||||||||||||||||
Number of units equivalent to common shares | 31,203 | ||||||||||||||||
Note Payable [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis points added to LIBOR rate | 2.35% | ||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 1.50% | ||||||||||||||||
Maturity date | Feb. 1, 2026 | ||||||||||||||||
Unamortized debt discount | $ 6,500,000 | $ 7,100,000 | |||||||||||||||
Interest rate | 5.10% | ||||||||||||||||
Secured Convertible Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 1,100,000 | ||||||||||||||||
Interest rate | 9.00% | ||||||||||||||||
Unamortized debt discount | $ 0 | 200,000 | |||||||||||||||
Warrants, exercise price | $ 2.50 | ||||||||||||||||
Secured convertible promissory notes | $ 4,000,000 | ||||||||||||||||
Paid debt issuance costs | $ 500,000 | ||||||||||||||||
Debt instrument term | 2 years | ||||||||||||||||
Conversion rate | $ 2.50 | ||||||||||||||||
Liquidated damages | 1.00% | ||||||||||||||||
Liquidated damages incurred | $ 500,000 | 200,000 | |||||||||||||||
Payments for liquidated damages | $ 100,000 | 200,000 | |||||||||||||||
Warrant exercise period | 10 years | ||||||||||||||||
Fair value of warrants | $ 700,000 | ||||||||||||||||
Class of warrant or rights, exercisable term | 10 years | ||||||||||||||||
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. | ||||||||||||||||
Secured Convertible Promissory Notes [Member] | Long-term Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt issuance costs | $ 0 | 200,000 | |||||||||||||||
Principle and interest payments | 400,000 | $ 0 | |||||||||||||||
Secured convertible promissory notes | $ 3,300,000 | ||||||||||||||||
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 | 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% | ||||||||||||||||
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 | ||||||||||||||
Maturity date, month and year | 2024-10 | 2023-03 | |||||||||||||||
Interest rate | 8.94% | 4.50% | |||||||||||||||
Notes Payable, Other Payables [Member] | JB Lease [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity start date | 2019-09 | ||||||||||||||||
Maturity end date | 2024-08 | ||||||||||||||||
Notes Payable, Other Payables [Member] | Minimum [Member] | JB Lease [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 3.90% | ||||||||||||||||
Notes Payable, Other Payables [Member] | Maximum [Member] | JB Lease [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 5.10% | ||||||||||||||||
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 Bank Acquired From Sheehy [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from sale of certain assets | $ 700,000 | ||||||||||||||||
Gain or loss on sale of assets | $ 0 | ||||||||||||||||
Maturity start date | 2020-09 | ||||||||||||||||
Maturity end date | 2021-12 | ||||||||||||||||
Notes Payable To Bank Acquired From Sheehy [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 4.35% | ||||||||||||||||
Notes Payable To Bank Acquired From Sheehy [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 4.375% | ||||||||||||||||
Frinkle Equipment Notes [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 5.20% | ||||||||||||||||
Maturity date, month and year | 2020-05 | ||||||||||||||||
Frinkle 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 ($) | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Sep. 16, 2019 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 101,429,000 | |||
Long-term debt, net | 91,095,000 | |||
Less current portion | (50,252,000) | $ (25,656,000) | ||
Long-term debt, less current portion - related party | 3,379,000 | 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 | (1,700,000) | |||
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 | 62,478,000 | 54,553,000 | ||
Debt issuance costs | (36,000) | (615,000) | ||
Debt discount | (8,811,000) | (16,270,000) | ||
Long-term debt, net | 53,631,000 | 37,668,000 | ||
Less current portion | (50,252,000) | (25,656,000) | ||
Long-term debt, less current portion - related party | 3,379,000 | 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 | 3,280,000 | 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 | 1,732,000 | 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 | 439,000 | 487,000 | ||
Long Term Debt With Related Parties [Member] | Antara Financing Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 33,616,000 | $ 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. 01, 2017 | Oct. 31, 2020 | Feb. 28, 2019 | Dec. 31, 2020 | Jan. 01, 2021 | Oct. 20, 2020 | Oct. 19, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Aug. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt current | $ 50,252,000 | $ 25,656,000 | ||||||||||||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 2.50 | |||||||||||||
Warrant expenses | $ 1,975,000 | |||||||||||||||
Warrants issued | 5,072,000 | 7,925,000 | ||||||||||||||
Fair value of the warrants | $ 800,000 | |||||||||||||||
Omnibus Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock | 5,072,000 | |||||||||||||||
Class of warrant to purchase number of common stock | 1,500,000 | 500,000 | 7,925,000 | |||||||||||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 2.50 | |||||||||||||
Warrants, terms | 10 years | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants issued | 4,375,000 | |||||||||||||||
Term Loan [Member] | Antara Financing Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 24,500,000 | $ 33,600,000 | ||||||||||||||
Interest rate | 12.00% | 14.50% | ||||||||||||||
Maturity date | Sep. 16, 2022 | |||||||||||||||
Note payable maturity, description | The maturity date is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan (March 15, 2026) 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 paid in kind rate | 14.50% | |||||||||||||||
Interest payable in cash rate | 12.00% | |||||||||||||||
Unamortized debt discount | $ 9,000,000 | $ 2,000,000 | 8,600,000 | |||||||||||||
Unamortized debt issuance costs | 500,000 | |||||||||||||||
Term Loan [Member] | Omnibus Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest paid in kind rate | 17.00% | |||||||||||||||
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] | ||||||||||||||||
Interest rate | 1.50% | 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 | $ 6,500,000 | 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 | $ 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 | |||||||||||||||
Long term debt current | $ 3,800,000 | |||||||||||||||
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] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument extended maturity month and year | 2026-03 | |||||||||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 7.50% | 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% | 12.50% | ||||||||||||||
Private offering of capital stock | $ 10,000,000 | |||||||||||||||
Promissory Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 3,800,000 | |||||||||||||||
Promissory Notes | Antara Financing Agreement [Member] | EAF [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt current | 4,000,000 | |||||||||||||||
Promissory Notes | 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 | |||||||||||||||
Promissory Notes | Common Stock [Member] | Financing Agreement [Member] | EAF [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 4,000,000 | |||||||||||||||
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 | |||||||||||||||
Warrant expenses | $ 200,000 | |||||||||||||||
Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 7.50% | 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 | 2026-03 | |||||||||||||||
Maturity start date | 2017-12 | |||||||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 1,100,000 | |||||||||||||||
Interest rate | 9.00% | |||||||||||||||
Unamortized debt discount | $ 0 | $ 200,000 | ||||||||||||||
Warrants, exercise price | $ 2.50 | |||||||||||||||
Warrants, terms | 10 years | |||||||||||||||
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 | |||||||||||||||
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% | |||||||||||||||
Long term debt current | $ 1,700,000 | |||||||||||||||
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] | ||||||||||||||||
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 | |||||||||||||||
Long term debt current | $ 6,100,000 | |||||||||||||||
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 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Maturities of long-term obligations | |
2021 | $ 32,754 |
2022 | 13,968 |
2023 | 4,921 |
2024 | 3,322 |
2025 | 11,837 |
Thereafter | 34,627 |
Long-term obligations | 101,429 |
Total debt issuance costs and debt discount | (10,334) |
Long-term debt, net | 91,095 |
Related Party Notes [Member] | |
Maturities of long-term obligations | |
2021 | 20,043 |
2022 | 7,649 |
2023 | 49 |
2024 | 53 |
2025 | 57 |
Thereafter | 34,627 |
Long-term obligations | 62,478 |
Total debt issuance costs and debt discount | (8,847) |
Long-term debt, net | 53,631 |
Other Notes [Member] | |
Maturities of long-term obligations | |
2021 | 12,711 |
2022 | 6,319 |
2023 | 4,872 |
2024 | 3,269 |
2025 | 11,780 |
Long-term obligations | 38,951 |
Total debt issuance costs and debt discount | (1,487) |
Long-term debt, net | $ 37,464 |
Debt - Schedule of Maturities_2
Debt - Schedule of Maturities of Long-Term Obligations (Parenthetical) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Promissory notes payable 2022 | $ 13,968 |
Promissory notes payable after year five | 34,627 |
Promissory Notes Payable - Stockholder [Member] | Long Term Debt Current [Member] | |
Debt Instrument [Line Items] | |
Promissory notes payable 2022 | 6,100 |
Promissory Notes Payable - Related Party [Member] | Long Term Debt Current [Member] | |
Debt Instrument [Line Items] | |
Promissory notes payable 2022 | 1,500 |
Promissory notes payable after year five | 7,800 |
Term Loan [Member] | Long Term Debt Current [Member] | |
Debt Instrument [Line Items] | |
Promissory notes payable after year five | $ 17,100 |
Stockholders' Deficit and War_3
Stockholders' Deficit and Warrants - Additional Information (Details) | Dec. 14, 2020$ / sharesshares | Oct. 20, 2020$ / sharesshares | May 24, 2020USD ($)shares | Mar. 27, 2020USD ($)$ / sharesshares | Mar. 24, 2020USD ($)$ / sharesshares | Feb. 27, 2020USD ($)shares | Apr. 01, 2019USD ($)shares | Jan. 04, 2019USD ($)shares | Apr. 13, 2018USD ($)shares | Oct. 09, 2017USD ($)shares | Oct. 31, 2020$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Jan. 01, 2021$ / shares | Oct. 19, 2020$ / sharesshares | Sep. 30, 2020$ / shares | Mar. 31, 2020$ / sharesshares | Feb. 29, 2020$ / sharesshares | Aug. 01, 2018$ / shares |
Class Of Stock [Line Items] | ||||||||||||||||||||||
Decrease in common stock value | $ | $ 2,000 | $ 1,000 | ||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 2.50 | |||||||||||||||||||
Warrant expenses | $ | $ 1,975,000 | |||||||||||||||||||||
Common stock shares issued | shares | 1,260,000 | |||||||||||||||||||||
Fair value of warrants | $ | $ 7,400,000 | |||||||||||||||||||||
Additional warrants to be issued | shares | 1,000,000 | |||||||||||||||||||||
Fair value of the warrants | $ | $ 800,000 | |||||||||||||||||||||
Common stock, shares issued | shares | 12,972,815 | 12,093,834 | ||||||||||||||||||||
Fair value of common stock issued | $ | $ 10,000 | |||||||||||||||||||||
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 | shares | 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. | |||||||||||||||||||||
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). | |||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ | $ 3,200,000 | |||||||||||||||||||||
Payments of underwriter discounts or commissions | $ | $ 0 | |||||||||||||||||||||
Aggregate gross proceeds from shares sold | $ | $ 11,400,000 | |||||||||||||||||||||
Conversion rights, description | Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. | |||||||||||||||||||||
Warrants issued | shares | 5,072,000 | 7,925,000 | ||||||||||||||||||||
Warrants to purchase number of common stock shares exchange rate | 0.01% | |||||||||||||||||||||
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 | |||||||||||||||||||||
Issue of common shares | shares | 1,500,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Decrease in common stock value | $ | $ 3,200,000 | |||||||||||||||||||||
Common stock, shares issued | shares | 1,260,000 | |||||||||||||||||||||
Debt repayment in the form shares | shares | 8,664 | |||||||||||||||||||||
Conversion rights, description | During the year ended December 31, 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 in 2020.During the year ended December 31, 2018, the Company agreed to issue 500,000 shares of common stock, valued at $0.4 million, pursuant to the Thunder Ridge acquisition. The Company issued these shares in May 2019. | |||||||||||||||||||||
Warrants issued | shares | 4,375,000 | |||||||||||||||||||||
Number of shares sold | shares | 4,560,000 | |||||||||||||||||||||
Additional Paid In Capital [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Decrease in common stock value | $ | 3,200,000 | |||||||||||||||||||||
Fair value of common stock issued | $ | $ 10,000 | |||||||||||||||||||||
Aggregate gross proceeds from shares sold | $ | $ 11,400,000 | |||||||||||||||||||||
Antara Capital Warrant [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | $ 2.50 | |||||||||||||||||||
Warrants issued | shares | 500,000 | 3,250,000 | 3,650,000 | |||||||||||||||||||
Sheehy [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Business combination, common stock issued | shares | 2,240,000 | |||||||||||||||||||||
Description of acquisition agreement | 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. | |||||||||||||||||||||
Sheehy [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Business combination, common stock issued | shares | 2,240,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Unit price | $ / shares | $ 3 | |||||||||||||||||||||
Warrant expenses | $ | $ 200,000 | |||||||||||||||||||||
Separation agreement, description | the Company issued 100,000 shares of Series A Preferred stock containing 15:1 voting rights to a related party for advisory services rendered to the Company. | |||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||
Conversion rights, description | If the closing price on all domestic securities exchanges on which the common stock may at the time be listed exceeds $6.00 per share for 30 consecutive trading days and the daily trading volume of the common stock is at least 20,000 shares for that same period, each share of Series A Preferred Stock will automatically convert to one share of the Company’s common stock | |||||||||||||||||||||
Preferred stock issued | shares | 100,000 | |||||||||||||||||||||
Preferred stock, voting right | Generally, holders of shares of Series A Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters submitted to a vote of the stockholders and are entitled to 15 votes for each share of Series A 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. | |||||||||||||||||||||
Number of Voting Rights per Share | Vote | 15 | |||||||||||||||||||||
Dividend payable rate | 8.00% | |||||||||||||||||||||
Dividend payment terms | payable quarterly in arrears in cash | |||||||||||||||||||||
Exercise of conversion right, notice period | 5 days | |||||||||||||||||||||
Non-compounding dividend percentage | 12.00% | |||||||||||||||||||||
Non-compounding dividend payment terms | payable quarterly in arrears | |||||||||||||||||||||
Preferred stock dividends per share | $ / shares | $ 3 | |||||||||||||||||||||
Liquidation preference per share | $ / shares | 3 | |||||||||||||||||||||
Liquidation price | $ / shares | $ 3 | |||||||||||||||||||||
Listed price of common stock exceeds per share for 30 consecutive trading days | $ / shares | $ 6 | |||||||||||||||||||||
Series B Redeemable Preferred Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Increase in preferred stock | $ | $ 3,200,000 | |||||||||||||||||||||
Preferred stock issued | shares | 1,000,000 | |||||||||||||||||||||
Preferred stock, voting right | 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. | |||||||||||||||||||||
Dividend payable rate | 10.00% | |||||||||||||||||||||
Preferred stock dividend payment period | 5 years | |||||||||||||||||||||
Preferred stock per share amounts of preferred dividends in arrears | $ / shares | $ 3 | |||||||||||||||||||||
Number of common stock issued upon conversion of preferred stock | shares | 1 | |||||||||||||||||||||
Exercise of conversion right, notice period | 5 days | |||||||||||||||||||||
Liquidation preference per share | $ / shares | $ 3 | |||||||||||||||||||||
Liquidation price | $ / shares | $ 3 | |||||||||||||||||||||
Preferred shares issued, description | 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 | shares | 3,075,000 | |||||||||||||||||||||
Omnibus Amendment [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 2.50 | |||||||||||||||||||
Additional warrants to be issued | shares | 1,000,000 | |||||||||||||||||||||
Warrants to purchase number of common stock shares exchange rate | 0.64% | 0.64% | ||||||||||||||||||||
Main Street Loan [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Minimum obligation to be repaid | $ | $ 25,000,000 | |||||||||||||||||||||
Main Street Loan [Member] | Omnibus Amendment [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Minimum obligation to be repaid | $ | $ 25,000,000 | |||||||||||||||||||||
Minimum [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Conversion of stock, shares converted into common stock | shares | 20,000 | |||||||||||||||||||||
Minimum [Member] | Series B Redeemable Preferred Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
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 | shares | 20,000 | |||||||||||||||||||||
Minimum [Member] | Series B Redeemable 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 Redeemable Preferred Stock [Member] | Private Offering [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ | $ 25,000,000 | |||||||||||||||||||||
Maximum [Member] | Sheehy [Member] | Put Option [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Exchange of common stock fair value | $ | $ 1,200,000 | |||||||||||||||||||||
Thunder Ridge [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Debt repayment in the form shares | shares | 500,000 | |||||||||||||||||||||
Aggregate gross proceeds from shares sold | $ | $ 400,000 | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants issued | shares | 1,602,000 | |||||||||||||||||||||
Former Officer [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares issued | shares | 117,092 | |||||||||||||||||||||
Fair value of common stock issued | $ | $ 100,000 | |||||||||||||||||||||
Settlement amount | $ | 38,000 | |||||||||||||||||||||
Accounts payable related party | $ | 300,000 | |||||||||||||||||||||
Former Officer [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Gain associated with issuance of common stock | $ | $ 200,000 | |||||||||||||||||||||
Volatility [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 65 | |||||||||||||||||||||
Discount Rate [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 2.89 | |||||||||||||||||||||
Discount Rate [Member] | Secured Convertible Promissory Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 2.85 | |||||||||||||||||||||
Discount Rate [Member] | Secured Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 3 | |||||||||||||||||||||
Measurement Input Expected Dividend Payment [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 0 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Units issued | shares | 4,560,000 | |||||||||||||||||||||
Common stock, per share | $ / shares | $ 2.50 | |||||||||||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||||||||
Estimated fair value of warrants | $ | $ 2,100,000 | |||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ | $ 11,400,000 | |||||||||||||||||||||
Underwriter discounts or commissions | $ | $ 0 | |||||||||||||||||||||
Investor [Member] | Volatility [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 0.60 | |||||||||||||||||||||
Investor [Member] | Discount Rate [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 0.0249 | |||||||||||||||||||||
Investor [Member] | Dividend Rate [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 0 | |||||||||||||||||||||
Investor [Member] | Measurement Input, Expected Term | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||||||||
E A F [Member] | Promissory Note Two | Common Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||||||||
Fair value of warrants | $ | $ 500,000 | |||||||||||||||||||||
Warrants issued | shares | 350,000 | |||||||||||||||||||||
Danny Cuzick [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||
Danny Cuzick [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Number of shares redeemed | shares | 1,200,000 | |||||||||||||||||||||
Danny Cuzick [Member] | Additional Paid In Capital [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Issuance of warrants estimated fair value dividend reduction | $ | $ 500,000 | |||||||||||||||||||||
Danny Cuzick [Member] | Series B Redeemable Preferred Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Aggregate gross proceeds from shares sold | $ | $ 3,000,000 | |||||||||||||||||||||
Preferred stock, agreed to issue | shares | 1,000,000 | |||||||||||||||||||||
Number of shares sold | shares | 1,000,000 | |||||||||||||||||||||
Danny Cuzick [Member] | Main Street Loan [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Percentage of ownership interest contribution | 100.00% | |||||||||||||||||||||
Warrants to purchase common stock | shares | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 | |||||||||||||||||||||
Danny Cuzick [Member] | Maximum [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 3,250,000 | |||||||||||||||||||||
R. Scott Wheeler [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Number of shares redeemed | shares | 60,000 | |||||||||||||||||||||
R. Scott Wheeler [Member] | Series B Redeemable Preferred Stock [Member] | ||||||||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock, agreed to issue | shares | 50,000 |
Stockholders' Deficit and War_4
Stockholders' Deficit and Warrants - Summary of Activity for Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 8,856,255 | 8,856,255 |
Number of Warrants, Exercisable | 8,522,922 | 8,189,589 |
Weighted Average Exercise Price, Outstanding | $ 2.91 | $ 2.91 |
Weighted Average Exercise Price, Exercisable | $ 2.91 | $ 2.66 |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 4 months 24 days | 8 years 4 months 24 days |
Restatement Adjustment [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 16,022,000 | 6,225,000 |
Number of Warrants, Exercisable | 16,022,000 | 6,225,000 |
Weighted Average Exercise Price, Outstanding | $ 0.52 | $ 0.42 |
Weighted Average Exercise Price, Exercisable | $ 0.52 | $ 0.42 |
Weighted Average Remaining Contractual Term, Outstanding | 5 years 9 months 18 days | 5 years 6 months |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) | Aug. 13, 2018 | Feb. 29, 2020$ / sharesshares | Oct. 31, 2019shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Trancheshares | Dec. 31, 2021shares | Oct. 20, 2020shares | Oct. 19, 2020shares | Apr. 30, 2020shares | Mar. 31, 2020shares | Sep. 30, 2019shares | Apr. 12, 2018shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Common stock, shares issued | 12,093,834 | 12,972,815 | 12,972,815 | 12,093,834 | |||||||||||
Conversion rights, description | Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. | ||||||||||||||
Stock-based compensation expense | $ | $ 500,000 | $ 1,100,000 | |||||||||||||
Stock options granted | 3,394,999 | ||||||||||||||
Weighted average grant-date fair value, Granted | $ / shares | $ 0.07 | $ 0.35 | |||||||||||||
Fair value of options vested | $ | $ 500,000 | $ 1,200,000 | |||||||||||||
Warrants issued | 5,072,000 | 7,925,000 | |||||||||||||
Warrants outstanding | $ | $ 800,000 | $ 800,000 | |||||||||||||
Common Stock | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Common stock, shares issued | 1,260,000 | ||||||||||||||
Conversion rights, description | During the year ended December 31, 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 in 2020.During the year ended December 31, 2018, the Company agreed to issue 500,000 shares of common stock, valued at $0.4 million, pursuant to the Thunder Ridge acquisition. The Company issued these shares in May 2019. | ||||||||||||||
Warrants issued | 4,375,000 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Contingent warrants issued | 999,999 | ||||||||||||||
Number of tranches | Tranche | 3 | ||||||||||||||
Warrants issued | 333,333 | 333,333 | 333,333 | 333,333 | |||||||||||
Warrants outstanding | $ | $ 149,000 | ||||||||||||||
Class of warrant or rights, exercisable term | 6 years | 7 years | 7 years | 6 years | |||||||||||
Warrant-based compensation expense | $ | $ 50,000 | $ 100,000 | |||||||||||||
Description of warrant | the Company issued warrants to purchase 999,999 shares of the Company’s common stock contingent on continued employment. The warrants vest in three tranches of 333,333 shares each year during 2019, 2020 and 2021. The fair value of the warrants issued was determined using the Black-Scholes pricing model was $149,000, calculated with a six, seven and eight-year terms, respectively, 55%, 51% and 53% volatility, respectively, 2.8%, 2.85% and 2.87% discount rate, respectively, and the assumption of no dividends. During the years ended December 31, 2020 and 2019, the Company has recorded stock-based compensation expense of $0.05 million and $0.1 million, respectively, related to these warrants. | ||||||||||||||
Warrants [Member] | Volatility [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0.55 | 0.51 | 0.51 | 0.55 | |||||||||||
Warrants [Member] | Discount Rate [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0.028 | 0.0285 | 0.0285 | 0.028 | |||||||||||
Warrants [Member] | Dividend Rate [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0 | 0 | 0 | 0 | |||||||||||
Warrants [Member] | Forecast [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants issued | 333,333 | ||||||||||||||
Class of warrant or rights, exercisable term | 8 years | ||||||||||||||
Warrants [Member] | Forecast [Member] | Volatility [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0.53 | ||||||||||||||
Warrants [Member] | Forecast [Member] | Discount Rate [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0.0287 | ||||||||||||||
Warrants [Member] | Forecast [Member] | Dividend Rate [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0 | ||||||||||||||
Warrants for Services [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants issued | 161,100 | ||||||||||||||
Warrants outstanding | $ | $ 75,000 | ||||||||||||||
Class of warrant or rights, exercisable term | 5 years | ||||||||||||||
Description of warrant | the Company issued fully vested warrants to purchase 161,100 shares of the Company’s common stock for services. The fair value of the warrants issued was determined using the Black-Scholes pricing model was $75,000, calculated with a five-year term; 49% volatility; 2.85% discount rate and the assumption of no dividends. | ||||||||||||||
Warrants for Services [Member] | Volatility [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0.49 | ||||||||||||||
Warrants for Services [Member] | Discount Rate [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0.0285 | ||||||||||||||
Warrants for Services [Member] | Dividend Rate [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants outstanding, measurement input | 0 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Financing transactions, award grant | $ | $ 30,000,000 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Stock options, term of award | 10 years | 10 years | |||||||||||||
Additional stock options granted | 3,394,999 | ||||||||||||||
Stock option exercise price | $ / shares | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||||
Stock options granted | 70,000 | ||||||||||||||
Stock option vest ratably years | 3 years | ||||||||||||||
Stock options granted, description | the Board of Directors also granted 70,000 stock options as compensation to board members with an exercise price of $2.50 and a 10-year life. The options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversaries of the date of grant. | the Board of Directors granted 3,394,999 stock options with an exercise price of $2.50 and a 10-year life. For 1,450,000 of the stock options granted, one-quarter (1/4) vest and become exercisable on the grant date, with the remainder vesting and becoming exercisable ratably on the first, second, and third anniversaries of the date of grant. The remaining 1,944,999 stock options granted were fully vested and exercisable on the grant date. | |||||||||||||
Fully vested and exercisable number of remaining stock options granted | 1,944,999 | 1,944,999 | |||||||||||||
Partly vested and exercisable number of remaining stock options granted | 1,450,000 | 1,450,000 | |||||||||||||
Stock Options [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Common stock, shares issued | 4,250,000 | ||||||||||||||
Options available for grant | 6,250,000 | ||||||||||||||
Stock options, vesting period | 4 years | 3 years | |||||||||||||
Stock Options [Member] | Common Stock | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Stock-based compensation expense | $ | $ 400,000 | ||||||||||||||
Number of aggregate shares purchased | 1,200,000 | 800,000 | 2,389,438 | ||||||||||||
Stock Options [Member] | Maximum [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Stock options, term of award | 10 years | ||||||||||||||
Stock Incentive Plan [Member] | Board of Directors [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares approved and available under stock option | 9,250,000 | 12,000,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | ||
Number of Shares, Outstanding at beginning of year | 6,269,250 | |
Number of Shares, Granted | 3,394,999 | |
Number of Shares, Expired | (125,000) | |
Number of Shares, Outstanding at ending of year | 9,539,249 | 6,269,250 |
Number of Shares, Exercisable | 7,796,750 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding at beginning of year | $ 2.50 | |
Weighted Average Exercise Price, Granted | 2.50 | |
Weighted Average Exercise Price, Expired | 2.50 | |
Weighted Average Exercise Price, Outstanding at end of year | 2.50 | $ 2.50 |
Weighted Average Exercise Price, Exercisable | $ 2.50 | |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Contractual Term | 8 years 3 months 18 days | 8 years 8 months 12 days |
Weighted Average Remaining Contractual Term, Exercisable | 8 years |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Approximate risk-free rate | 0.30% | 1.60% |
Expected life (in years) | 5 years | 5 years 3 months 18 days |
Volatility | 41.90% | 41.30% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Approximate risk-free rate | 1.40% | 2.50% |
Expected life (in years) | 5 years 9 months | 7 years |
Volatility | 46.40% | 44.30% |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Activity for Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 8,856,255 | 8,856,255 |
Number of Warrants, Exercisable | 8,522,922 | 8,189,589 |
Weighted Average Exercise Price, Outstanding | $ 2.91 | $ 2.91 |
Weighted Average Exercise Price, Exercisable | $ 2.91 | $ 2.66 |
Weighted Average Remaining Contractual Term, Outstanding | 7 years 4 months 24 days | 8 years 4 months 24 days |
Stock Based Compensation Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 1,161,099 | 1,161,099 |
Number of Warrants, Exercisable | 827,766 | |
Weighted Average Exercise Price, Outstanding | $ 4.65 | $ 4.65 |
Weighted Average Exercise Price, Exercisable | $ 3.71 | |
Weighted Average Remaining Contractual Term, Outstanding | 4 years 10 months 24 days | 5 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 10 months 24 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2020 | Oct. 20, 2020 | Oct. 19, 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 | $ 0 | |||
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | 0 | |||
Fair value, assets, transfers into (out of) Level 3, amount | 0 | ||||
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | 0 | |||
Fair value, liabilities, Level 2 to Level 1 transfers, amount | $ 0 | 0 | |||
Fair value, liabilities, transfers into (out of) Level 3, amount | $ 0 | ||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 2.50 | |
Recurring Fair Value Measurements [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value, recurring basis, unobservable input reconciliation, net derivative asset (liability), gain (loss), statement of income [Extensible List] | us-gaap:OtherNonoperatingIncomeExpenseMember | ||||
Recurring Fair Value Measurements [Member] | Level 3 [Member] | Black-Scholes Option-Pricing Model [Member] | Current Warrant Liabilities [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Warrants, exercise price | 0.01 | $ 0.01 | |||
Recurring Fair Value Measurements [Member] | Level 3 [Member] | Monte Carlo Simulation Model [Member] | Non Current Warrant Liabilities [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Warrants, exercise price | $ 2.50 | $ 2.50 | |||
Recurring Fair Value Measurements [Member] | Estimated Fair Value [Member] | Antara Financing Agreement [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Debt obligations | $ 15,900,000 | $ 15,900,000 | $ 16,900,000 | ||
Recurring Fair Value Measurements [Member] | Carrying Amount [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long tern debt remaining obligations | 59,000,000 | 59,000,000 | 39,200,000 | ||
Recurring Fair Value Measurements [Member] | Carrying Amount [Member] | Antara Financing Agreement [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Debt obligations | 31,600,000 | 31,600,000 | $ 16,300,000 | ||
Fair Value, Nonrecurring | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived asset impairment charges | $ 2,300,000 | $ 3,500,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation for Opening and Closing Balances of Both Liability (Details) - Recurring Fair Value Measurements [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Derivative [Member] | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 850 | $ 1,021 |
Net change in fair value | 171 | 1,257 |
Ending balance | $ 1,021 | 2,278 |
Warrants [Member] | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuances | 13,239 | |
Net change in fair value | (1,975) | |
Ending balance | $ 11,264 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation for Opening and Closing Balances of Both Liability (Parenthetical) (Details) - Recurring Fair Value Measurements [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Derivative [Member] | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net change in fair value | $ 171 | $ 1,257 |
Warrants [Member] | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuances | 13,239 | |
Net change in fair value | (1,975) | |
Restatement Adjustment [Member] | Warrants [Member] | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuances | 8,300 | |
Net change in fair value | $ (2,600) |
Leases - Schedule of Balances R
Leases - Schedule of Balances Recorded in Consolidated Balance Sheet Related to Lease Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating leases | $ 10,473 | $ 13,749 |
Finance leases | 27,913 | 3,436 |
Liabilities | ||
Operating leases current | 3,801 | 4,161 |
Finance leases current | 4,597 | 1,196 |
Operating leases non-current | 6,553 | 9,374 |
Finance leases non-current | 24,884 | 2,615 |
Related Party Leases [Member] | ||
Assets | ||
Operating leases | 3,300 | 4,390 |
Finance leases | 444 | 497 |
Liabilities | ||
Operating leases current | 1,118 | 1,005 |
Finance leases current | 71 | 70 |
Operating leases non-current | 1,956 | 3,074 |
Finance leases non-current | $ 414 | $ 451 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease costs: | ||
Amortization of ROU assets | $ 4,820 | $ 1,086 |
Interest on lease assets | 2,318 | 383 |
Operating lease costs | 5,784 | 4,460 |
Short-term lease costs | 4,526 | 6,848 |
Variable lease costs | 401 | 291 |
Total | $ 17,849 | $ 13,068 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information and Non-Cash Activity Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Financing cash flows from finance leases | $ 3,645 | $ 908 |
Operating cash flows from finance lease interest expense | 2,318 | 383 |
Operating cash flows from operating leases | 5,597 | 4,703 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Finance lease liabilities | 24,931 | |
Operating lease liabilities | $ 3,531 | |
2019 Business Combinations [Member] | ||
Right-of-use assets obtained in exchange for lease obligations: | ||
Finance lease liabilities | 1,665 | |
Operating lease liabilities | 10,276 | |
ASC 842 [Member] | ||
Right-of-use assets obtained in exchange for lease obligations: | ||
Finance lease liabilities | 1,493 | |
Operating lease liabilities | $ 3,040 |
Leases - Schedule of Weighted-A
Leases - Schedule of Weighted-Average Remaining Lease-Term and Discount Rate (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted-average remaining lease term (years) | ||
Finance leases | 5 years 1 month 6 days | 3 years 8 months 12 days |
Operating leases | 3 years 10 months 24 days | 4 years 9 months 18 days |
Weighted-average discount rate | ||
Finance leases | 11.00% | 12.00% |
Operating leases | 11.00% | 19.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
Operating Leases, 2021 | $ 5,440 |
Operating Leases, 2022 | 2,811 |
Operating Leases, 2023 | 1,531 |
Operating Leases, 2024 | 1,242 |
Operating Leases, 2025 | 371 |
Operating Leases, Thereafter | 781 |
Operating Leases, Total lease payments | 12,176 |
Operating Leases, Less: Imputed interest | (1,822) |
Operating Leases, Present value of lease liabilities | 10,354 |
Finance Leases | |
Finance Leases, 2021 | 8,100 |
Finance Leases, 2022 | 7,754 |
Finance Leases, 2023 | 7,635 |
Finance Leases, 2024 | 5,941 |
Finance Leases, 2025 | 5,251 |
Finance Leases, Thereafter | 3,114 |
Finance Leases, Total lease payments | 37,795 |
Finance Leases, Less: Imputed interest | (8,314) |
Finance Leases, Present value of lease liabilities | $ 29,481 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | ||||
Lease expiration period | 2029-01 | |||
Lease costs | $ 17,849,000 | $ 13,068,000 | ||
Sale-leaseback transaction 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 | $ 2,000,000 | $ 200,000 | ||
Related Party Leases [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease costs | $ 1,600,000 | $ 1,500,000 | ||
Sale Lease Backs [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Finance lease agreement term | 49 months | |||
Initial monthly payment | 48,000 | $ 5,000 | ||
Final payment | 100,000 | $ 19,000 | ||
Proceeds from sale-leaseback transaction | 1,900,000 | |||
Sale-leaseback proceeds used to pay down equipment debt | 900,000 | |||
Sale-leaseback transaction loss | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | May 08, 2020USD ($) | Oct. 11, 2018USD ($) | Feb. 24, 2014USD ($) | Dec. 31, 2020USD ($)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 | $ 900,000 | $ 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 December 31, 2020 and 2019. | ||||
Paycheck Protection Program Loan [Member] | |||||
Other Commitments [Line Items] | |||||
Proceeds from loan | $ 2,000,000 | ||||
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 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions amount | $ 4.3 | $ 1.6 |
Maximum [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions, percentage of employee's salary | 3.00% | 3.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Textual) | ||
Minimum percentage of tax position likelihood of being realized upon examination by taxing authorities | 50.00% | |
Effective tax rate | (0.40%) | 14.20% |
Deferred tax asset, valuation allowance | $ 19,125,000 | $ 7,667,000 |
Federal corporate income tax rate | 21.00% | 21.00% |
Uncertain tax positions or interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
Federal [Member] | ||
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 50,500,000 | 40,000,000 |
Operating loss carryforwards expire | 2036 | |
Operating loss carry forwards available to offset | $ 5,900,000 | |
Remaining operating loss carry forwards available to offset after 2036 | $ 44,600,000 | |
Operating losses available to offset future taxable income period | 20 years | |
Federal [Member] | Maximum [Member] | ||
Income Taxes (Textual) | ||
Operating loss carry forwards percentage of offset future taxable income | 80.00% | |
State [Member] | ||
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 30,100,000 | $ 25,000,000 |
Operating loss carryforwards expire | 2021 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) Reported in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current provision (benefit) | ||
State, net of state tax credits | $ 564 | $ 70 |
Total current provision (benefit) | 564 | 70 |
Deferred provision (benefit) | ||
Federal | (10,193) | (7,515) |
State and local | (1,623) | (666) |
Valuation allowance | 11,458 | 2,708 |
Total deferred provision (benefit) | (358) | (5,473) |
Total income tax provision (benefit) | $ 206 | $ (5,403) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected federal tax (benefit) | $ (9,795) | $ (8,005) |
State tax provision, net of federal benefit | (1,378) | (1,298) |
Acquisition accounting | (5,848) | |
Prior year true up | (7) | 662 |
Change in tax rate | 304 | 538 |
Effect of increase in valuation allowance | 11,458 | 8,560 |
Change in fair value of warrant liability | (518) | |
Other permanent differences | 142 | (12) |
Total income tax provision (benefit) | $ 206 | $ (5,403) |
Expected federal tax (benefit) | 21.00% | 21.00% |
State tax provision, net of federal benefit | 3.00% | 3.40% |
Acquisition accounting | 0.00% | 15.30% |
Prior year true up | (0.00%) | (1.70%) |
Change in tax rate | (0.60%) | (1.40%) |
Effect of increase in valuation allowance | (24.60%) | (22.40%) |
Change in fair value of warrant liability | 1.10% | 0.00% |
Other permanent differences | (0.30%) | 0.00% |
Provision (benefit) | (0.40%) | 14.20% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Taxes for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Accrued expenses and other | $ 2,232 | $ 823 |
Advancement income | 1,658 | |
Debt discount | 2,171 | |
Interest | 3,855 | 1,522 |
Inventory | 158 | |
Stock based compensation | 708 | 550 |
Lease liability | 10,440 | 4,420 |
Loss carryforwards | 12,408 | 9,930 |
Total deferred tax assets | 33,472 | 17,403 |
Valuation allowance | (19,125) | (7,667) |
Net deferred tax assets | 14,347 | 9,736 |
Deferred tax liabilities: | ||
Debt discount | (211) | |
Prepaid expenses | (148) | (269) |
Lease assets | (10,061) | (4,305) |
Fixed assets and intangible assets | (4,155) | (5,326) |
Total deferred tax liabilities | (14,364) | (10,111) |
Net non-current deferred tax liability | $ (17) | $ (375) |
Subsequent Events - United Stat
Subsequent Events - United States Postal Service Settlement - Additional Information (Details) - USPS [Member] - USD ($) $ in Millions | Feb. 19, 2021 | Jan. 19, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Additional settlement payment including rate adjustments under settlement agreement | $ 3.8 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments for transportation settlements | $ 17.5 | $ 7.1 | |||
Other operating revenue | $ 34.7 | ||||
Settlement Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred gain recognized | $ 6.3 |
Subsequent Events - Agreement W
Subsequent Events - Agreement With Triumph Business Capital - Additional Information (Details) - Triumph Business Capital [Member] - Letter of Intent and Memo of Understanding [Member] - Subsequent Event [Member] $ in Millions | Mar. 09, 2021USD ($)Installment | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Mar. 31, 2021USD ($)Installment |
Subsequent Event [Line Items] | ||||
Proceeds from transportation settlements | $ 1.6 | $ 17.5 | $ 7.1 | $ 7.1 |
Repayment of factor advances | 11 | 11 | ||
Amount retained to reduce outstanding principal amount of factoring advances | $ 6.9 | $ 6.9 | ||
Number of installments for repayment | Installment | 48 | 48 | ||
Frequency of payments | monthly | monthly | ||
Date of first required payment | Jan. 1, 2022 | Jan. 1, 2022 | ||
Funds held in reserve against advances | $ 0.8 | $ 0.8 | ||
Transportation settlements fund held in reserve. | 0.6 | |||
Line of credit facility advance | $ 3 |
Subsequent Events - Settlement
Subsequent Events - Settlement Agreement and Release- Additional Information (Details) - USD ($) | Mar. 12, 2021 | Dec. 31, 2020 | Oct. 20, 2020 | Oct. 19, 2020 | Jul. 20, 2018 |
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 2.50 | ||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 2.50 | ||||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | Warrant Exercise Price of 2.50 Per Share [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | 2.50 | ||||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | Warrant Exercise Price of 0.01 Per Share [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 0.01 | ||||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | Midwest Bank [Member] | |||||
Subsequent Event [Line Items] | |||||
Notes payable in cash | $ 500,000 | ||||
Warrants, exercise price | $ 0.01 | ||||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | 1,200,000 | ||||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | Maximum [Member] | Warrant Exercise Price of 2.50 Per Share [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | 950,000 | ||||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | Maximum [Member] | Warrant Exercise Price of 0.01 Per Share [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | 250,000 | ||||
DTII Note [Member] | Settlement Agreement And Release [Member] | Subsequent Event [Member] | Maximum [Member] | Midwest Bank [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | 1,250,000 | ||||
Secured Convertible Promissory Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,100,000 | ||||
Warrants, exercise price | $ 2.50 | ||||
Secured Convertible Promissory Notes [Member] | DTII Note [Member] | Settlement Agreement And Release [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 3,000,000 |
Subsequent Events - Purchase an
Subsequent Events - Purchase and Cancellation of Secured Convertible Promissory Notes - Additional Information (Details) - USD ($) | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Oct. 20, 2020 | Oct. 19, 2020 |
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 0.01 | $ 0.01 | $ 2.50 | ||
Note Purchase Agreements and Releases [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 600,000 | ||||
Notes payable in cash | $ 100,000 | ||||
Warrants to purchase shares of common stock | 231,453 | ||||
Warrants, exercise price | $ 0.01 | ||||
Note Purchase Agreements and Releases [Member] | 2018 Convertible Notes [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 555,000 | ||||
Notes payable in cash | $ 92,000 | ||||
Warrants to purchase shares of common stock | 231,453 | ||||
Warrants, exercise price | $ 0.01 |
Subsequent Events - 2021 AIP an
Subsequent Events - 2021 AIP and LTIP - Additional Information (Details) - Subsequent Event [Member] - 2021 AIP and LTIP [Member] | Aug. 17, 2021 |
Chief Executive Officer [Member] | |
Subsequent Event [Line Items] | |
Target award | 50.00% |
Other Named Executive Officer [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 | Feb. 28, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Stock options, exercise price | $ 2.50 | ||
Stock options granted | 3,394,999 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock options, exercise price | $ 1.50 | ||
Stock options granted | 4,394,999 | ||
Subsequent Event [Member] | Thomas Abood, Chief Executive Officer [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 2,473,231 | ||
Subsequent Event [Member] | Damon Cuzick, Chief Operating Officer [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 1,317,769 | ||
Subsequent Event [Member] | Eugene Putnam, Chief Financial Officer [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 418,577 | ||
Subsequent Event [Member] | Billy (Trey) Peck, Jr, Executive Vice President [Member] | |||
Subsequent Event [Line Items] | |||
Stock options granted | 20,000 | ||
Subsequent Event [Member] | R. Scott Wheeler, Chief Administrative Officer [Member] | Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Share based compensation option repricing of warrants to purchase shares of common stock | 750,000 | ||
Strike Price Equals to Term of Warrants | $ 1.50 |