Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Jan. 30, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | EVO Transportation & Energy Services, Inc. | |
Entity Central Index Key | 0000728447 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 435,200,219 | |
Entity File Number | 000-54218 | |
Entity Tax Identification Number | 37-1615850 | |
Entity Interactive Data Current | No | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2075 West Pinnacle Peak Rd. | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85027 | |
City Area Code | 877 | |
Local Phone Number | 973-9191 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 16,198 | $ 7,329 |
Accounts receivable - trade, net | 13,061 | 22,697 |
Alternative fuels tax credit receivable | 341 | 287 |
Due from related party | 10 | 10 |
Prepaids and other current assets | 3,787 | 2,150 |
Total current assets | 33,397 | 32,473 |
Non-current assets | ||
Property and equipment, net | 26,045 | 27,962 |
Goodwill | 23,837 | 23,837 |
Intangible assets, net | 3,954 | 4,180 |
Operating lease right-of-use assets, net | 8,440 | 7,155 |
Finance lease right-of-use assets, net | 26,686 | 24,391 |
Deposits and other long-term assets | 6,324 | 6,516 |
Total non-current assets | 95,286 | 94,041 |
Total assets | 128,683 | 126,514 |
Current liabilities | ||
Accounts payable | 16,689 | 16,245 |
Accrued expenses and other current liabilities | 18,735 | 19,744 |
Accrued interest - related party | 2,220 | 2,743 |
Embedded derivative liability | 4,585 | 1,513 |
Warrant liabilities | 15,541 | 13,784 |
Advances under factoring arrangements, current portion | 9,598 | 9,073 |
Current portion of long-term debt | 21,829 | 22,135 |
Current portion of long-term debt - related party | 36,405 | 33,164 |
Operating lease liabilities, current portion | 3,156 | 3,045 |
Finance lease liabilities, current portion | 6,866 | 4,448 |
Total current liabilities | 135,624 | 125,894 |
Non-current liabilities | ||
Advances under factoring arrangements, less current portion | 4,877 | 5,202 |
Long-term debt, less current portion | 6,419 | 7,455 |
Long-term debt, less current portion - related party | 342 | 4,023 |
Operating lease liabilities, less current portion | 5,120 | 4,114 |
Finance lease liabilities, less current portion | 21,278 | 21,790 |
Deferred tax liability | 108 | 97 |
Total non-current liabilities | 38,144 | 42,681 |
Total liabilities | 173,768 | 168,575 |
Commitments and contingencies (Note 10) | ||
Stockholders’ deficit | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 14,147,945 (March 31, 2022) and 12,973,145 (December 31, 2021) shares issued and outstanding | 2 | 2 |
Common stock issuable | 3,474 | 4,390 |
Additional paid-in capital | 42,533 | 32,039 |
Accumulated deficit | (100,129) | (87,366) |
Total stockholders’ deficit | (54,120) | (50,935) |
Total liabilities, temporary equity, and stockholders' deficit | 128,683 | 126,514 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | 443 | 434 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | 7,392 | 7,240 |
Redeemable Common Stock [Member] | ||
Temporary Equity | ||
Redeemable stock | $ 1,200 | $ 1,200 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,147,945 | 12,973,145 |
Common stock, shares outstanding | 14,147,945 | 12,973,145 |
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 | $ 143 | $ 134 |
Redeemable convertible preferred stock, liquidation preference | $ 443 | $ 434 |
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 | $ 1,242 | $ 1,090 |
Redeemable convertible preferred stock, liquidation preference | $ 7,392 | $ 7,240 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized | 1 | |
Redeemable convertible preferred stock, shares issued | 1 | |
Redeemable convertible preferred stock, shares outstanding | 1 | |
Accrued and undeclared dividends | $ 0 | |
Redeemable convertible preferred stock, liquidation preference | $ 0 | |
Redeemable Common Stock [Member] | ||
Redeemable common stock, redemption value | 2,240,000 | 2,240,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Total revenue | $ 72,585 | $ 88,846 |
Operating expenses | ||
Payroll, benefits and related | 32,607 | 22,955 |
Purchased transportation | 13,316 | 9,188 |
Fuel | 10,792 | 5,368 |
Equipment rent | 4,285 | 2,555 |
Maintenance and supplies | 3,681 | 2,250 |
General and administrative | 4,066 | 3,551 |
Operating supplies and expenses | 3,254 | 4,088 |
Depreciation and amortization | 3,945 | 3,624 |
Insurance and claims | 1,295 | 2,586 |
Total operating expenses | 77,268 | 56,343 |
Operating (loss) income | (4,683) | 32,503 |
Other (expense) income | ||
Interest expense | (9,842) | (4,103) |
Change in fair value of embedded derivative liability | (3,072) | 788 |
Change in fair value of warrant liabilities | 11,049 | 3,107 |
(Loss) gain on extinguishment of debt | (5,318) | 534 |
Total other (expense) income | (7,183) | 326 |
(Loss) income before income taxes | (11,866) | 32,829 |
Provision for income taxes | (897) | (1,606) |
Net (loss) income | $ (12,763) | $ 31,223 |
Earnings Per Share, Basic [Abstract] | ||
Basic | $ (0.36) | $ 1.06 |
Earnings Per Share, Diluted [Abstract] | ||
Diluted | $ (0.36) | $ 0.95 |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||
Basic | 35,469,317 | 29,342,042 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Diluted | 35,469,317 | 33,214,707 |
Trucking [Member] | ||
Revenue | ||
Total revenue | $ 72,544 | $ 53,952 |
Other [Member] | ||
Revenue | ||
Total revenue | 0 | 34,758 |
CNG [Member] | ||
Revenue | ||
Total revenue | 41 | 136 |
Operating expenses | ||
CNG expenses | $ 27 | $ 178 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock Subscribed [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Series A Redeemable Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] Series B Redeemable Convertible Preferred Stock [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (67,322) | $ 2 | $ 3,474 | $ 30,821 | $ (101,619) | |||||
Beginning balance, shares at Dec. 31, 2020 | 15,212,815 | 80 | ||||||||
Obligation to issue common stock - related party | 916 | |||||||||
Common stock issued for accrued interest, shares | 250 | |||||||||
Issuance of common stock for cash - related party | 916 | |||||||||
Issuance of warrants as deemed dividend - related party | 1,224 | 1,224 | ||||||||
Stock-based compensation expense | 232 | 232 | ||||||||
Redeemable preferred stock dividend | $ (9) | $ (152) | $ (9) | $ (152) | ||||||
Net income (loss) | 31,223 | 31,223 | ||||||||
Ending balance at Mar. 31, 2021 | (33,888) | $ 2 | 4,390 | 32,116 | (70,396) | |||||
Ending balance, shares at Mar. 31, 2021 | 15,212,815 | 330 | ||||||||
Beginning balance at Dec. 31, 2021 | (50,935) | $ 2 | 4,390 | 32,039 | (87,366) | |||||
Beginning balance, shares at Dec. 31, 2021 | 15,213,145 | |||||||||
Issuance of common stock for cash - related party | (916) | 916 | ||||||||
Issuance of common stock for cash - related party, shares | 1,174,800 | |||||||||
Conversion of Convertible Notes into warrants | 9,708 | 9,708 | ||||||||
Stock-based compensation expense | 31 | 31 | ||||||||
Redeemable preferred stock dividend | $ (9) | $ (152) | $ (9) | $ (152) | ||||||
Net income (loss) | (12,763) | (12,763) | ||||||||
Ending balance at Mar. 31, 2022 | $ (54,120) | $ 2 | $ 3,474 | $ 42,533 | $ (100,129) | |||||
Ending balance, shares at Mar. 31, 2022 | 16,387,945 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ (12,763) | $ 31,223 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 3,945 | 3,624 |
Non-cash lease expense | 1,043 | 2,279 |
Amortization of debt discount and debt issuance costs | 2,645 | 230 |
Deferred income taxes | 11 | 7 |
Stock-based compensation expense | 31 | 232 |
Non-cash interest expense | 4,010 | 2,425 |
Bad debt expense | 13 | 1 |
Change in fair value of embedded derivative liability | 3,072 | (788) |
Change in fair value of warrant liabilities | (11,049) | (3,107) |
(Gain) loss on extinguishment of debt | 5,318 | (534) |
Changes in assets and liabilities | ||
Accounts receivable - trade | 9,623 | (5,644) |
Alternative fuels tax credit receivable | (54) | 819 |
Due from related party | 0 | 30 |
Other assets | (1,446) | (1,595) |
Accounts payable | 444 | (2,798) |
Accrued expenses and other current liabilities | (957) | (6,764) |
Accrued interest - related party | 205 | 240 |
Operating lease liabilities | (1,211) | (2,187) |
Net cash provided by (used in) operating activities | 2,880 | 17,693 |
Cash flows from investing activities | ||
Purchases of equipment | (13) | (72) |
Net cash provided by (used in) investing activities | (13) | (72) |
Cash flows from financing activities | ||
Payments of principal on debt | (1,174) | (1,283) |
Proceeds from issuance of debt - related party | 9,625 | 0 |
Payments of principal on debt - related party | (78) | (18,363) |
Payment of prepayment penalty fees - related party | 0 | (777) |
Advances from factoring arrangements | 64,710 | 59,621 |
Payments on factoring arrangements | (64,904) | (65,919) |
Payments on finance lease liabilities | (2,177) | (1,257) |
Net cash provided by (used in) financing activities | 6,002 | (27,978) |
Net increase (decrease) in cash | 8,869 | (10,357) |
Cash - beginning of year | 7,329 | 26,644 |
Cash - end of year | 16,198 | 16,287 |
Supplemental disclosures of cash flow information: | ||
Income tax paid | 0 | 29 |
Interest paid | 1,472 | 65 |
Supplemental schedule of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for finance lease liabilities | 4,084 | 356 |
Right-of-use assets obtained in exchange for operating lease liabilities | 2,327 | 0 |
Fair value of warrants and common stock issued in connection with financing arrangements | $ 9,708 | $ 2,140 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of Significant Accounting Policies Description of Business EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We believe EVO is one of the largest surface transportation companies serving the USPS, with a diversified fleet of tractors, straight trucks, and other vehicles that currently operate on either diesel fuel or compressed natural gas (“CNG”). In certain markets, we fuel our vehicles at one of our three CNG stations that serve other customers as well. We are actively engaged in reducing CO2 emissions by operating on CNG, pursuing opportunities to use other alternative fuels, and by optimizing the routing efficiency of our operations to reduce fuel usage. In connection with providing our mail transportation and delivery services to the USPS and our freight services to other corporate customers, we outsource the transportation of certain loads to third-party carriers. We operate from our headquarters in Phoenix, Arizona and from 9 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. Going Concern As of March 31, 2022, the Company had a cash balance of $ 16.2 million , a working capital deficit of $ 102.2 million , stockholders’ deficit of $ 54.1 million , and material debt and lease obligations of $ 115.9 million , which include term loan borrowings under a financing agreement with Antara Capital. During the three months ended March 31, 2022, the Company reported cash provided by operating activities of $ 2.9 million and a net loss of $ 12.8 million . The following significant transactions and events affecting the Company’s liquidity occurred during the three months ended March 31, 2022: • On March 11, 2022, the Company obtained a Bridge Loan in the amount of $ 9.0 million from Antara Capital and Executive Loans in the aggregate amount of $ 0.8 million, both as described in Note 5, Debt . Pursuant to the Bridge Loan Agreement, on March 11, 2022, Antara Capital appointed Michael Bayles, a former member of the Company’s board of directors (the “Board”) and a former officer of the Company, as a member of the Company's Board, effective immediately. Mr. Bayles was appointed to fill a newly-created vacancy on the Board. • On March 11, 2022, and pursuant to the Bridge Loan Agreement, the Company filed a Certificate of Designations of Series C Non-Participating Preferred Stock with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to one share of Series C Preferred Stock, and issued to Antara Capital one share of Series C Preferred Stock. Under the Certificate of Designations, prior to Bridge Loan Triggering Event and following the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of the Company's common stock as a single class on any Shareholder Matter, and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Shareholder Matter plus 10. In addition, the Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stockholders’ voting or board-appointment rights under the Certificate of Designations will require the consent of the Series C Majority. In addition, the Certificate of Designations grants the Series C Majority the exclusive right, voting separately as a class, to elect or appoint (i) prior to a Bridge Loan Triggering Event, one director to the Board (who shall, unless the majority of the Series C Preferred Stock elects otherwise in its sole discretion, also serve as a member of each Board committee) and (ii) upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, a majority of the members of the Board. • On March 11, 2022, the Company entered into amendments to certain secured convertible promissory notes in the aggregate principal amount of $ 9.5 million to permit immediate conversion of those notes, and the holders representative converted those notes into warrants to purchase 7,533,750 shares of common stock of the Company at an exercise price of $ 0.01 per share. The following significant transactions and events affecting the Company’s liquidity occurred following the three months ended March 31, 2022: • On May 31, 2022, the Company, Antara Capital and the Executive Lenders entered into a Loan Extension Agreement that extended the Bridge Loan maturity date from May 31, 2022 to June 30, 2022 and the Executive Loans maturity date from June 3, 2022 to July 7, 2022. • On June 30, 2022, the Company, Antara Capital and the Executive Lenders entered into a Second Extension Agreement that extended the Bridge Loan maturity date from June 30, 2022 to July 8, 2022 and the Executive Loans maturity date from July 7, 2022 to July 15, 2022. • On July 8, 2022, the Company, Antara Capital and the Executive Lenders entered into a Third Extension Agreement that extended the Bridge Loan maturity date from July 8, 2022 to July 15, 2022 and the Executive Loans maturity date from July 15, 2022 to July 22, 2022. In addition, the Third Extension Agreement stipulated that on or before July 13, 2022, the Board of Directors of the Company shall have duly approved and filed with the Secretary of State of the State of Delaware a Certificate of Designation to evidence the issuance of a new series of Series D Non-Participating Preferred Stock, $ 0.0001 par value that will, upon issuance, entitle Antara Capital (in its capacity as sole holder of the Series D Non-Participating Preferred Stock) to vote such number of votes per share that will allow Antara Capital to exercise 51 % of the voting capital stock of the Company. • On July 13, 2022, and pursuant to the Third Extension Agreement dated July 8, 2022, the Company filed a Certificate of Designations of Series D Non-Participating Preferred Stock with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to one share of Series D Non-Participating Preferred Stock. Under the Certificate of Designations, prior to a Bridge Loan Triggering Event and on and following the "Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock will vote together with the holders of the Company's common stock as a single class on any Shareholder Matter, and the holders of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Shareholder Matter plus 10. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock (in their capacity as such) will have no voting rights except as otherwise required by law. The issuance of one share of Series D Non-Participating Preferred Stock to Antara Capital on July 13, 2022 resulted in a change of control of the Company, with Antara Capital having voting control on Shareholder Matters. The consideration for the issuance of Series D Non-Participating Preferred Stock to Antara Capital was Antara Capital's agreement to enter into the Third Extension Agreement, and the Company did not receive any cash consideration. • On July 15, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fourth Extension Agreement that extended the Bridge Loan maturity date from July 15, 2022 to August 15, 2022 and the Executive Loans maturity date from July 22, 2022 to August 22, 2022. • On August 12, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fifth Extension Agreement that extended the Bridge Loan maturity date from August 15, 2022 to September 15, 2022 and the Executive Loans maturity date from August 22, 2022 to September 22, 2022. • On September 8, 2022, the Company, Antara Capital and the Executive Lenders, in contemplation of the Securities Purchase Agreement discussed below, entered into a Sixth Extension Agreement that extended the Bridge Loan maturity date from September 15, 2022 to December 29, 2023 and the Executive Loans maturity date from September 22, 2022 to January 5, 2024. • On September 8, 2022, the Company and Antara Capital entered into a Securities Purchase Agreement and consummated certain transactions involving the recapitalization of the Company. This includes the sale and issuance of new equity by the Company and the cancellation of certain indebtedness in exchange for equity of the Company and or its subsidiaries (collectively the “Recapitalization Transactions”). In connection with the Recapitalization Transactions, Antara Capital agreed to pay the Company $ 13.5 million to purchase 341,566,839 warrants to purchase common stock and 1 share of convertible preferred stock in EVO Holding Company, LLC (“EVO Holding”) (the “Preferred Interest”). Upon exercise of the warrants Antara Capital will ow n approximately 64 % of the Company on a fully diluted basis. The Preferred Interest is convertible into 99 % of the common membership interests of EVO Holding, if the Company fails to meet certain financial conditions, at Antara Capital’s election during the Conversion Period, defined in Note 12, Subsequent Events , under the heading “Amended and Restated Limited Liability Company Operating Agreement.” EVO Holding maintains the Company’s ownership interests in the Ritter Companies, which provide a material portion of our Trucking revenue. During the three months ended March 31, 2022 and 2021 , the Ritter Companies provided approximately 19 % of our Trucking revenue. Refer to Note 12, Subsequent Events , for further discussion regarding the Recapitalization Transactions and the rights and privileges surrounding the Preferred Interest. Despite the occurrence of the Recapitalization Transactions, 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 5, 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; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation and rental vehicles; and • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs. Notwithstanding management’s plans, there can be no assurance that the Company will be successful in its efforts to address its current liquidity and capital resource constraints. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result if the Company is unable to continue as a going concern. Refer to Notes 4 and 5 for further information regarding the Company’s factoring and debt obligations. Refer to Note 12, Subsequent Events , for further information regarding changes in the Company’s debt obligations and liquidity subsequent to March 31, 2022. Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, during the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s December 31, 2021 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Reclassification Certain reclassifications have been made to prior period's financial information to conform to the current period presentation. 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. Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (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 computation of basic and diluted earnings (loss) per share (amounts in thousands, except share data): Three Months Ended 2022 2021 Numerator: Net income (loss) $ ( 12,763 ) $ 31,223 Accrued and undeclared preferred stock dividends in arrears ( 161 ) ( 161 ) Net income (loss) available to common stockholders - numerator for basic EPS ( 12,924 ) 31,062 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 202 Redeemable Series A Preferred stock — 9 Redeemable Series B Preferred stock — 152 Subtotal — 363 Adjusted net income (loss) available to common stockholders - numerator for diluted EPS $ ( 12,924 ) $ 31,425 Denominator: Denominator for basic EPS - weighted average common shares outstanding 35,469,317 29,342,042 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 1,531,634 Redeemable Series A Preferred stock — 132,647 Redeemable Series B Preferred stock — 2,208,384 Subtotal — 3,872,665 Denominator for diluted EPS - adjusted weighted average common shares outstanding 35,469,317 33,214,707 Basic EPS $ ( 0.36 ) $ 1.06 Diluted EPS $ ( 0.36 ) $ 0.95 The following table presents the potentially dilutive shares that were excluded from the computation of diluted earnings (loss) per share of common stock attributable to common stockholders, because either their effect was anti-dilutive or they are contingently issuable shares that were not issuable assuming the end of the reporting period was the end of the contingency period: Three Months Ended 2022 2021 Stock options 10,905,711 9,539,249 Warrants 12,606,255 12,606,255 Common stock to be issued upon conversion of 4.0 million Secured Convertible Promissory Notes 122,204 — Common stock to be issued upon conversion of 147,606 — Common stock to be issued upon conversion of 2,463,932 — Common stock to be issued upon conversion of 9.5 million — 7,437,500 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 Total 28,593,708 31,931,004 Revenue Recognition In accordance with ASC 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months 2022 2021 USPS revenue $ 64,913 $ 47,151 Freight revenue 5,781 6,561 Other revenue 1,850 240 Total Trucking revenue $ 72,544 $ 53,952 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 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 they were received by the Factor (as defined in Note 4, Factoring Arrangements ) 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 were recognized as a deferred gain as of December 31, 2020. All aforementioned amounts totaling $ 34.8 million were recognized as other revenue during the first quarter of 2021 in the consolidated statement of operations. 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. 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. Historically, the Company had two reportable segments—Trucking and CNG Fueling Stations. Effective January 1, 2022, the Company determined that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision makers do not review information based on any operating segment; c) the Company has not chosen to organize its business around different products and services; d) the Company has not chosen to organize its business around geographic areas; and e) the revenues, profits, assets and liabilities of the CNG Fueling Stations are immaterial for all periods presented. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted 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 adoption of this guidance on January 1, 2022 did no t have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements to be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) . The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2022. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In 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. |
Balance Sheet Disclosures
Balance Sheet Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Disclosures [Abstract] | |
Balance Sheet Disclosures | Note 2 - Balance Sheet Disclosures Goodwill consists of the following: ($ in thousands) March 31, December 31, Beginning balance $ 23,837 $ 23,837 Acquisitions — — Impairment — — $ 23,837 $ 23,837 Intangible assets consist of the following: March 31, 2022 December 31, 2021 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 2,202 ) $ 2,402 $ 4,604 $ ( 2,063 ) $ 2,541 Trade names 2,416 ( 987 ) 1,429 2,416 ( 917 ) 1,499 Non-competition agreements 325 ( 202 ) 123 325 ( 185 ) 140 $ 7,345 $ ( 3,391 ) $ 3,954 $ 7,345 $ ( 3,165 ) $ 4,180 Amortization expense for the three months ended March 31, 2022 and 2021 , was $ 0.2 million and $ 0.2 million, respectively. The weighted-average remaining useful life of the finite-lived intangible assets was 7.9 years as of March 31, 2022 , of which the weighted-average remaining useful life for the customer relationships was 8.0 years, for the trade names was 8.3 years, and for the non-competition agreements was 2.0 years. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 - Related Party Transactions Accounts Payable – Related Party On February 15, 2019, the Company entered into an agreement to lease software technology for operations from a company owned by one of the Company’s officers. Under the agreement, the Company pays a monthly fee for this technology based on the number of devices installed across the Company’s fleet. During the three months ended March 31, 2022 and 2021, the Company recognized expense of approximately $ 0 and $ 0.2 million, respectively, related to this software technology, and there was $ 0 and $ 0.1 million owed as of March 31, 2022 and December 31, 2021, respectively. 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 $ 2.7 million as of March 31, 2022, and December 31, 2021, respectively. Off Balance Sheet Arrangements - Collateral Security Pledge Agreement On January 2, 2019 the Company acquired all of the outstanding equity interests in Sheehy Mail Contractors, Inc. ("Sheehy"). Sheehy 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 January 31, 2019, the Company entered into a letter agreement with Sheehy Enterprises, Inc. (“SEI”) to satisfy the Sheehy captive insurance security deposit requirement for 2019 (see Note 10, 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 $ 0.9 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 CSPA requires the consent of the Company in order for it to be terminated and the Company has not to date granted its consent. On September 27, 2022, Sheehy agreed to pledge $ 0.8 million in cash collateral to the insurance captive on or before March 1, 2024 and SEI agreed to continue its collateral pledge until that time (see Note 12, Subsequent Events – Sheehy Settlement Agreement ). 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, the issuance of the common stock and the warrant has not yet occurred. Accordingly, the Company has recorded $ 3.5 million related to the tractors within property and equipment, net on its consolidated balance sheets, 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 5, Debt , Note 6, Stockholders’ Deficit and Warrants , and Note 12, Subsequent Events . |
Factoring Arrangements
Factoring Arrangements | 3 Months Ended |
Mar. 31, 2022 | |
Factoring With Recourse [Abstract] | |
Factoring Arrangements | Note 4 – 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 that started in September 2021 but automatically renew for successive one-year periods (absent either party's written election to terminate, which has not occurred). Pursuant to the terms of the agreements, each factoring subsidiary, 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 factoring subsidiary (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the factoring 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 contract cash receipts of the factoring subsidiaries, which are remitted directly to the Factor by the customer. Earned and unearned components included in Advances from factoring arrangement are as follows: ($ in thousands) March 31, December 31, Purchased accounts receivable $ 8,020 $ 7,390 Unearned future contract advances 6,455 6,885 Total $ 14,475 $ 14,275 On March 9, 2021, the Company and the Factor entered into a Letter-of-Intent and Memo of Understanding related to the application of certain proceeds received from the USPS in the first quarter of 2021, arising out of the settlement agreements described in Note 1, Description of Business and Summary of Significant Accounting Policies . Pursuant to the agreement, the parties agreed that the Factor would retain and apply approximately $ 6.9 million of net proceeds plus funds held in reserve to 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 the Factor would apply funds held in reserve against the approximately $ 0.8 million remaining balance of advances made to the Company during September 2020. The parties also agreed to work together to wind down their factoring relationship, including waiver of any applicable termination fees. 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 rate of 6 % as of March 31, 2022 and December 31, 2021 ). There is also a factor fee of 0.25 % of the face amount of the invoice factored and an associated penalty increase for purchased accounts that remain unpaid for 31 days. Total interest and financing fees for factored receivables for the three months ended March 31, 2022 and 2021 were $ 0.4 million and $ 0.3 million, respectively. The fees are included in interest expense in the condensed consolidated statements of operations. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 - Debt Antara Financing Agreement 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. 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. 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 Capital at an exercise price of $ 0.01 per share (the “Side Letter Warrant”) subject to the Company's potential acquisition of LoadTrek, 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 is 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 is 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 Capital 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 Capital 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 Capital as an extinguishment of the existing debt and the execution of a new debt instrument. 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 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: • 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. • 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. • 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 Capital 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. The Company recognized the estimated fair value of the 1,174,800 shares of the Company's common stock as interest expense during the first quarter of 2021. 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, 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, subject to satisfaction of certain unrestricted cash availability requirements, 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. Main Street Priority Loan Program Facility with Commerce Bank of Arizona, Inc. On December 29, 2020, EVO Holding, 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 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. Bridge Loan and Executive Loans On March 11, 2022, the Company and certain subsidiary guarantors of the Company entered into a Senior Secured Loan and Executive Loan Agreement (the "Bridge Loan Agreement") with Antara Capital and each of Thomas J. Abood, the Company's chief executive officer, Damon R. Cuzick, the Company's chief operating officer, Bridgewest Growth Fund LLC, an entity affiliated with Billy (Trey) Peck Jr., the Company's executive vice president - business development, and Batuta Capital Advisors LLC ("Batuta" and together with Mr. Abood, Mr. Cuzick, and Bridgewest Growth Fund LLC, the "Executive Lenders"), an entity affiliated with Alexandre Zyngier, a member of the Company's board of directors. Pursuant to the Bridge Loan Agreement, the Company borrowed $ 9 million (the "Bridge Loan") from Antara Capital and had the ability to borrow up to an additional $ 3 million from Antara Capital prior to May 31, 2022, and also borrowed $ 0.8 million (the "Executive Loans") from the Executive Lenders. $ 0.2 million of the amount the Company borrowed from the Executive Lenders was borrowed in exchange for Batuta's surrender of a Secured Convertible Note in the principal amount of $ 0.2 million dated August 8, 2018 that Batuta previously purchased from Dane Capital Fund LP. The Bridge Loan bears interest at 14 % per annum and has a maturity date of the earlier of (i) demand by Antara Capital at any time prior to the date on which a collateral agent designated by Antara Capital has been granted a valid and enforceable, perfected, first priority lien on the collateral described in the Bridge Loan Agreement, subject only to permitted liens, on terms reasonably acceptable to Antara Capital, and (ii) May 31, 2022 . The Executive Loans bear interest at 14 % per annum and have a maturity date of June 3, 2022 (although all payments in respect of the Executive Loans are subordinated in right and time of payment to all payments in respect of the Bridge Loan) . Interest on the Bridge Loan and Executive Loans will accrue until the principal balances are repaid. No principal and interest payments are due until maturity. Refer to Note 12, Subsequent Events , for discussion regarding the extensions of the original maturity dates for the Bridge Loan and the Executive Loans, and the subsequent assignment of certain amounts owed to Antara Capital. In the event of a default, the lenders have the right to terminate their obligations under the Bridge Loan Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. As defined in the Bridge Loan Agreement, events of default include, but are not limited to: failure by the Company to pay any amount due under the Bridge Loan Agreement when due; default by the Company or any of its subsidiaries for failure to pay amounts due and payable under any indebtedness in an amount in excess of $ 0.1 million if the effect of such default is to accelerate the maturity of any such indebtedness; and any representation or warranty made in connection with the Bridge Loan Agreement being materially false. In connection with the Bridge Loan Agreement, and as a condition to the Company drawing the Bridge Loan pursuant to the Bridge Loan Agreement, on March 11, 2022, the Company granted Antara Capital 11,969,667 warrants to purchase Company common stock at an exercise price of $ 0.01 per share and granted the Executive Lenders an aggregate of 1,097,219 warrants to purchase Company common stock at an exercise price of $ 0.01 per share (collectively, the "Bridge Loan Warrants"), subject to certain adjustments. Each Bridge Loan Warrant may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. The estimated fair value of the liability-classified Bridge Loan Warrants upon issuance was $ 12.8 million and a) the Company capitalized $ 9.6 million on its balance sheet as a discount on the Bridge Loan and Executive Loans, which is amortized into interest expense over the term of the Bridge Loan and Executive Loans; b) the Company immediately recorded $ 2.9 million as interest expense, which represents the estimated fair value of the Bridge Loan Warrants in excess of the principal due on the Bridge Loan and Executive Loans; and c) the Company recorded a $ 0.2 million loss on extinguishment of the Batuta Secured Convertible Note. Amendments to and Conversion of Secured Convertible Promissory Notes On March 11, 2022, the Company entered into amendments (the "Convertible Note Amendments") to certain secured convertible promissory notes (the "Convertible Notes") dated February 1, 2017 with Danny Cuzick, individually and as holders representative on behalf of each of Damon Cuzick, Thomas Kiley, and Theril Lund. The Convertible Note Amendments permitted the holder of each note and Danny Cuzick in his capacity as holders representative to convert the full amount of outstanding principal and accrued interest, without limitation related to trading volume of the Company's common stock, into either shares of common stock of the Company or warrants to purchase shares of common stock of the company at an exercise price of $ 0.01 per share. On March 11, 2022, Danny Cuzick, individually and as holders representative on behalf of each of Damon Cuzick, Thomas Kiley, and Theril Lund, exercised the right to convert the Convertible Notes into warrants to purchase shares of common stock of the Company at an exercise price of $ 0.01 per share. As a result, the Company granted Messrs. Cuzick, Cuzick, Kiley, and Lund an aggregate of 7,533,750 warrants to purchase Company common stock at $ 0.01 per share (collectively, the "Convertible Note Warrants"). Each Convertible Note Warrant may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. The Company accounted for the Convertible Note Amendments as an extinguishment of the existing debt and the execution of a new debt instrument. As a result, t he Company recorded a $ 5.2 million loss on extinguishment of debt, which represents the $ 9.0 million estimated fair value of the amended Convertible Notes in excess of the $ 3.8 million carrying value of the original Convertible Notes. The Company accounted for the issuance of the Convertible Note Warrants as an extinguishment of the new debt instrument. As a result, the Company recorded the $ 9.0 million carrying value of the amended Convertible Notes and the $ 0.7 million of accrued interest as an increase in additional paid-in capital. Debt (with unrelated parties) consists of: ($ in thousands) March 31, December 31, (a) Main Street Loan $ 17,552 (1) $ 17,552 (2) (b) $1.3 million note payable 508 544 (c) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 306 538 (d) $0.3 million note payable 55 74 (e) Thunder Ridge supplier advance 822 833 (f) Various notes payable acquired from JB Lease 444 564 (g) $0.8 million note payable 543 604 (h) $3.8 million note payable 1,489 1,703 (i) Failed sale-leaseback obligations 4,829 5,131 (j) Notes payable to three financing companies 1,589 1,704 (k) Finkle equipment notes 1,226 1,535 Total before debt issuance costs and debt discount 29,363 30,782 Debt issuance costs ( 860 ) ( 919 ) Debt discount ( 255 ) ( 273 ) 28,248 29,590 Less current portion ( 21,829 ) ( 22,135 ) Long-term debt, less current portion $ 6,419 $ 7,455 (1) Classified as a current liability as of March 31, 2022 due to the existence of one or more covenant violations. (2) Classified as a current liability as of December 31, 2021 due to the existence of one or more covenant violations. (a) Main Street Loan The $ 17.6 million loan bears interest at a rate equal to 3 % percent per year plus the LIBOR Index. Beginning December 14, 2022 , the Borrowers must make quarterly interest payments, and the Borrowers must make payments equal to 15 % of the face amount of the 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 . The Company classified the $ 17.6 million unpaid principal balance, which includes $ 0.6 million of capitalized interest, as a current liability as of March 31, 2022 and December 31, 2021 due to the existence of one or more covenant violations. As of March 31, 2022 and December 31, 2021 , the unamortized debt discount was $ 0.3 million and $ 0.3 million, respectively, and the unamortized debt issuance costs were $ 0.9 million and $ 0.9 million, respectively. (b) $ 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. (c) $ 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 |
Stockholders' Deficit and Warra
Stockholders' Deficit and Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit and Warrants | Note 6 - Stockholders’ Deficit and Warrants Series C Preferred Stock On March 11, 2022, and pursuant to the Bridge Loan Agreement, the Company filed a Certificate of Designations of Series C Non-Participating Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to one share of Series C Preferred Stock, and issued to Antara Capital one share of Series C Preferred Stock. Dividends A dividend accrues on the Series C Preferred Stock at a rate of 5 % per annum on its liquidation preference. The dividend is payable, if and when declared by the Board of Directors, quarterly in arrears in cash commencing on March 31, 2022. Such dividends begin to accrue as of the date on which the Series C Preferred Stock was issued, and will accrue whether or not declared and whether or not there will be funds legally available for the payment of dividends. The Series C Preferred Stock shall not be entitled to participate in any distributions or payments to the holders of the common stock or any other class of stock of the Company. Liquidation Preference The holders of the Series C Preferred Stock are entitled to a liquidation preference of $ 1.00 per share of Series C Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. Redemption The Series C Preferred Stock may be redeemed by the Company on the Bridge Loan Discharge Date at a redemption price equal to $ 1.00 plus all accrued but unpaid dividends. The redemption rights require the Company to present the Series C Preferred Stock in temporary equity in the accompanying balance sheet. Voting Rights Under the Certificate of Designations, prior to a payment default under the Bridge Loan (a "Bridge Loan Triggering Event") and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of the Company's common stock as a single class on any matter presented to the holders of the Company's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Shareholder Matter"), and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Shareholder Matter plus 10. In addition, the Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stock holders’ voting or board-appointment rights under the Certificate of Designations will require the consent of holders of a majority of the then outstanding (the "Series C Majority") Series C Preferred Stock. In addition, the Certificate of Designations grants the Series C Majority the exclusive right, voting separately as a class, to elect or appoint (i) prior to a Bridge Loan Triggering Event, one director to the Board (who shall, unless the majority of the Series C Preferred Stock elects otherwise in its sole discretion, also serve as a member of each Board committee) and (ii) upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, a majority of the members of the Board. Warrants As further described in Note 5, 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 5, 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. As further described in Note 5, Debt , i n connection with the March 2022 Bridge Loan Agreement, the Company granted Antara Capital and the Executive Lenders the Bridge Loan Warrants to purchase an aggregate of up to 13,066,886 shares of the Company's common stock at an exercise price of $ 0.01 per share. All of the aforementioned warrants are not considered indexed to the Company's common stock and, therefore, are required to be classified as liabilities and measured at fair value at each reporting date with the change in fair value being recognized in the Company's results of operations during each reporting period. The following table summarizes such warrants outstanding and exercisable as of March 31, 2022 and December 31, 2021 that are liability-classified. Number of Weighted Weighted March 31, 2022 Outstanding 29,088,886 $ 0.29 4.7 Exercisable 29,088,886 $ 0.29 December 31, 2021 Outstanding 16,022,000 $ 0.52 4.8 Exercisable 16,022,000 $ 0.52 In addition to the issuance of the aforementioned liability-classified warrants, the Company has 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. Such warrants include the Convertible Note Warrants issued o n March 11, 2022, in connection with the Convertible Note Amendments, to purchase an aggregate of up to 7,533,750 shares of the Company's common stock at an exercise price of $ 0.01 per share. Refer to Note 5, Debt , for further discussion regarding the Convertible Note Warrants. The following table summarizes such equity-classified warrants outstanding and exercisable as of March 31, 2022 and December 31, 2021. Number of Weighted Weighted March 31, 2022 Outstanding 18,621,458 $ 1.42 6.0 Exercisable 18,621,458 $ 1.42 December 31, 2021 Outstanding 11,087,708 $ 2.37 6.9 Exercisable 11,087,708 $ 2.37 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 7 – Stock-Based Compensation Warrants – Stock-Based Compensation During the first quarter of 2021, the Company issued to an employee warrants to purchase 750,000 shares of the Company’s common stock. The warrants were issued with a 10-year life and an exercise price equal to the lesser of $ 2.50 per share and the price at which stock options were to be granted to the Company's officers in 2021. One-third (1/3) of the warrants vested and became exercisable on the grant date, one-third (1/3) vested and became exercisable on March 31, 2021, and one-third (1/3) vested and became exercisable on June 30, 2021. During the three months ended March 31, 2021 , the Company recorded stock-based compensation expense of $ 0.2 million related to these warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – 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 Antara 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 income (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 income (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 greater than $ 0.01 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 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 income (expense) or as compensation 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 for the periods presented: ($ in thousands) Derivative Liability Warrant Liabilities Balance at December 31, 2021 $ 1,513 $ 13,784 Issuances — 12,806 Net change in fair value 3,072 ( 11,049 ) Balance at March 31, 2022 $ 4,585 $ 15,541 Balance at December 31, 2020 $ 2,278 $ 11,264 Issuances — — Net change in fair value ( 788 ) ( 3,107 ) Balance at March 31, 2021 $ 1,490 $ 8,157 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 c onvertible 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 $ 9.9 million as of March 31, 2022 , and its carrying value was $ 18.4 million as of March 31, 2022 . The estimated fair value of the Company’s Term Loans under the Antara Financing Agreement was $ 9.7 million as of December 31, 2021 , and its carrying value was $ 17.7 million as of December 31, 2021 . The carrying value of the Company’s remaining debt obligations approximates fair value, and was $ 46.6 million and $4 9.0 million as of March 31, 2022, and December 31, 2021 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 9 – Leases Related Party Leases The Company has various lease obligations with related parties for trucks, office space and terminals expiring at various dates through January 2029 . During the three months ended March 31, 2022 and 2021 the Company incurred approximately $ 0.4 million and $ 0.4 million of related party lease costs, respectively. At March 31, 2022 and December 31, 2021 , the Company had the following balances recorded in the condensed consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification March 31, December 31, Assets Operating leases Right-of-use-asset $ 1,784 $ 2,107 Liabilities Current: Operating leases Operating lease liabilities, current portion 569 840 Non-current: Operating leases Operating lease liabilities, less current portion 1,093 1,125 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 - Commitments and Contingencies Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. On March 19, 2018, Whisler Holdings, LLC, Mitesh Kalthia, and Jean M. Noutary, the owners of the property leased by El Toro for the Company’s El Toro station, initiated a lawsuit in the Superior Court of Orange County, California, related to the lease agreement for the El Toro station. The complaint alleges breach of contract and sought money damages, costs, attorneys’ fees and other appropriate relief. On October 11, 2018, the court issued a default judgement in favor of the plaintiff in the amount of approximately $ 0.2 million, which the Company has fully reserved for and is included in Accrued expenses and other current liabilities in the accompanying consolidated balance sheets at March 31, 2022 and December 31, 2021. 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 $ 10.0 million PPP loan that we applied for and received under the CARES Act in April 2020. We elected not to return the PPP loan proceeds as requested and our PPP loan was subsequently forgiven in July 2021. 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 As of March 31, 2022 and December 31, 2021 , the Company had commitments to purchase natural gas on a take-or-pay basis with three vendors. It is anticipated these are normal purchases that will be necessary for sales, and that any penalties for failing to meet minimum volume requirements will be immaterial. As of March 31, 2022 and December 31, 2021 , the estimated remaining liability under the take-or-pay arrangements was approximately $ 0.3 million and $ 0.2 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, 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. SEI agreed to pledge approximately $ 0.9 million in excess cash and investments held in the captive under the SEI member account to satisfy the Company’s collateral deposit requirement following the Company's acquisition of Sheehy. 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. See Note 3, Related Parties – Off Balance Sheet Arrangements – Collateral Security Pledge Agreement for terms of the agreement. The Company is also responsible for providing any additional collateral that may be requested by the captive. On September 27, 2022, Sheehy agreed to pledge $ 0.8 million in cash collateral to the insurance captive on or before March 1, 2024 and SEI agreed to continue its collateral pledge until that time (see Note 12, Subsequent Events – Sheehy Settlement 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 $ 0.1 million 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 orig inally in the amount of $ 0.5 million, which amount may decrease annually during the term of the agreement and was equal to $ 0.2 million as of March 31, 2022 and December 31, 2021 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 - Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 - Subsequent Events Bridge Loan and Executive Loans On May 31, 2022, the Company, Antara Capital, and the Executive Lenders entered into a Loan Extension Agreement pursuant to which the maturity date of the Bridge Loan was extended from May 31, 2022 to June 30, 2022 and the Executive Loans maturity date from June 3, 2022 to July 7, 2022 . Also on May 31, 2022, Danny Cuzick and Scott Wheeler resigned from the Company's Board, and the Board appointed Raph Posner and Chetan Bansal, both of whom are employees of Antara Capital, to serve as members of the Board. In connection with his resignation from the Board, Danny Cuzick and the Company entered into a board observer agreement whereby the Company appointed Danny Cuzick as a non-voting Board observer. On June 30, 2022, the Company, Antara Capital and the Executive Lenders entered into a Second Extension Agreement that extended the Bridge Loan maturity date from June 30, 2022 to July 8, 2022 and the Executive Loans maturity date from July 7, 2022 to July 15, 2022 . On July 8, 2022, the Company, Antara Capital and the Executive Lenders entered into a Third Extension Agreement that extended the Bridge Loan maturity date from July 8, 2022 to July 15, 2022 and the Executive Loans maturity date from July 15, 2022 to July 22, 2022 . In addition, the Third Extension Agreement stipulated that on or before July 13, 2022, the Board of Directors of the Company shall have duly approved and filed with the Secretary of State of the State of Delaware a Certificate of Designation to evidence the issuance of a new series of Series D Non-Participating Preferred Stock, $ 0.0001 par value, that will, upon issuance, entitle Antara Capital (in its capacity as sole holder of the Series D Non-Participating Preferred Stock) to vote such number of votes per share that will allow Antara Capital to exercise 51 % of the voting capital stock of the Company. On July 13, 2022, pursuant to the Third Extension Agreement, the Company filed a Certificate of Designations of Series D Non-Participating Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to one share of Series D Non-Participating Preferred Stock. Under the Certificate of Designations, prior to a payment default under the Bridge Loan Agreement (a "Bridge Loan Triggering Event") and on and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan Agreement has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holders of Series D Non-Participating Preferred Stock will vote together with the holders of the Company's common stock as a single class on any matter presented to the holders of the Company's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Shareholder Matter"), and the holders of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Shareholder Matter plus 10. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock (in their capacity as such) will have no voting rights except as otherwise required by law. In addition, the Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Non-Participating Preferred Stock holders’ voting rights under the Certificate of Designations will require the consent of holders of a majority of the then outstanding (the "Series D Majority") Series D Non-Participating Preferred Stock. The Series D Majority may elect to waive or decline to exercise any or all voting rights granted under the Certificate of Designations, in whole or in part, on either a revocable or irrevocable basis. The issuance of one share of Series D Non-Participating Preferred to Antara Capital on July 13, 2022, resulted in a change of control of the Company, with Antara Capital having voting control on Shareholder Matters. The consideration for the issuance of Series D Non-Participating Preferred Stock to Antara Capital was Antara Capital's agreement to enter into the Third Extension Agreement, and the Company did not receive any cash consideration. On July 15, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fourth Extension Agreement that extended the Bridge Loan maturity date from July 15, 2022 to August 15, 2022 and the Executive Loans maturity date from July 22, 2022 to August 22, 2022 . On August 12, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fifth Extension Agreement that extended the Bridge Loan maturity date from August 15, 2022 to September 15, 2022 and the Executive Loans maturity date from August 22, 2022 to September 22, 2022 . On September 8, 2022, the Company, Antara Capital and the Executive Lenders, in contemplation of the Securities Purchase Agreement discussed below, entered into a Sixth Extension Agreement that extended the Bridge Loan maturity date from September 15, 2022 to December 29, 2023 and the Executive Loans maturity date from September 22, 2022 to January 5, 2024 . On December 23, 2022, Antara Capital, Corbin ERISA Opportunity Fund Ltd ("CEOF") and Hudson Park Capital II LP ("Hudson Park") entered into a Master Assignment and Assumption agreement pursuant to which Antara Capital sold and assigned its rights and obligations in a portion of the Bridge Loan and warrants with an exercise price per share of $ 0.01 and $ 0.0001 to CEOF and Hudson Park. On the same date, Antara Capital, the Executive Lenders, CEOF, and Hudson Park amended and restated the Bridge Loan to reflect the assigned portions of the Bridge Loan to CEOF and Hudson Park. No changes were made to the Bridge Loan in connection with the assignment to CEOF and Hudson Park and no payments were made to the holders of the debt. This event is a transaction among debt holders. Securities Purchase Agreement On September 8, 2022, the Company and Antara Capital entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) and consummated certain transactions involving the recapitalization of the Company. This includes the sale and issuance of new equity by the Company and the cancellation of certain indebtedness in exchange for equity of the Company and or its subsidiaries (collectively the “Recapitalization Transactions”). Antara Capital purchased from the Company (i) 22,353,696 immediately exercisable warrants to purchase 22,353,696 shares of common stock of the Company at $ 0.0001 per share and (ii) an additional 319,213,143 warrants to purchase 319,213,143 shares of common stock of the Company at $ 0.0001 per share that will be exercisable following the adoption of an amendment to the Company’s certificate of incorporation to effect the increase in the number of authorized shares of the Company’s common stock, par value $ 0.0001 , from 100,000,000 to 600,000,000 (the “Charter Amendment”). Each warrant issued to Antara Capital may be exercised for cash or on a cashless basis, for a period of five years from the date of issuance. Antara Capital agreed to pay the Company approximately $ 12.7 million for the warrants issued under the Securities Purchase Agreement, calculated as $ 15.1 million less the sum of (i) a backstop commitment discount of $ 1.5 million (ii) $ 0.8 million for the purchase of a preferred interest in EVO Holding as described under the heading “Amended and Restated Limited Liability Company Operating Agreement” below and (iii) approximately $ 0.1 million, representing the aggregate exercise price of the warrants issued to Antara Capital under the Securities Purchase Agreement and certain warrants exercised by Antara Capital prior to entry into the Securities Purchase Agreement. The Company also issued: (i) warrants entitling certain exchanging creditors to purchase from the Company a specified number of shares of common stock of the Company collectively representing 10 % of the Company’s post-Recapitalization Transactions common stock on a fully diluted basis at a purchase price of $ 0.53 and $ 0.63 per share; and (ii) restricted stock units (RSU) entitling certain members of management and critical stakeholders to purchase approximately 8 % of the Company’s common stock on a pro-forma basis after giving effect to the Recapitalization Transactions. As a condition to closing the transactions contemplated by the Securities Purchase Agreement, and as part of the Recapitalization Transactions, the Company obtained, among other things, the agreement of certain vendors of the Company to extended payment schedules for past due amounts. Additionally, in connection with and as contemplated in the Securities Purchase Agreement, the Company amended and restated the Limited Liability Company Operating Agreement of EVO Holding, amended the Clean Energy loan agreement, and modified lease terms with Ursa Major Corporation. Each of these additional transactions are more fully discussed below. Charter Amendment On September 6, 2022, our Board of Directors approved, subject to receiving the approval of the holder of a majority of our outstanding voting stock, the Charter Amendment. Each of the Majority Stockholders, the Majority Common Stockholders, the Majority Series C and the Majority Series D approved the Charter Amendment pursuant to written consents dated as of September 8, 2022. The Amended Charter producing the share increase became effective October 25, 2022. Creditor Exchange Agreements On September 8, 2022, the Company and certain of its subsidiaries entered into Exchange Agreements (the “Exchange Agreements”) with each of Danny Cuzick, John and Ursula Lampsa, Billy (Trey) Peck Jr., Mohsin Meghji, and Robert Mendola (collectively, the “Exchanging Creditors”). Pursuant to the Exchange Agreements, the Exchanging Creditors exchanged promissory notes issued by the Company and its subsidiaries in the aggregate amount of principal and accrued interest of approximately $ 18.3 million for (i) warrants to purchase 52,304,758 shares of common stock of the Company at $ 0.0001 per share that will be exercisable following the adoption of the Charter Amendment, (ii) warrants to purchase 33,284,846 shares of common stock of the Company at $ 0.53 per share that will be exercisable following the adoption of the Charter Amendment, (iii) new promissory notes in the aggregate principal amount of approximately $ 3.7 million (the “Takeback Notes”), and (iv) a $ 0.1 million cash payment to each Exchanging Creditor. The Takeback Notes bear interest at 3 % per annum, are unsecured, and have a maturity date of September 8, 2027 . Interest on the Takeback Notes is payable in cash or in kind at the Company’s option on the first day of each January April, July and October. Each warrant issued to the Exchanging Creditors at an exercise price of $ 0.0001 per share may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of thirty days following the date the Company’s board of directors adopts the Charter Amendment. Each warrant issued to the Exchanging Creditors at an exercise price of $ 0.53 per share may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. Amended and Restated Limited Liability Company Operating Agreement On September 8, 2022, the Company, Antara Capital, and EVO Holding entered into an Amended and Restated Limited Liability Company Operating Agreement (the “A&R LLC Agreement”) for EVO Holding. Pursuant to the A&R LLC Agreement and the Securities Purchase Agreement, EVO Holding issued one convertible preferred membership interest in EVO Holding (the “Preferred Interest”) to Antara Capital. The Preferred Interest is convertible at Antara Capital’s election during the Conversion Period into 99 % of the common membership interests of EVO Holding. The Conversion Period is defined as each date of determination on which (i) Consolidated EBITDA for the Company and its subsidiaries for the most recently completed fiscal quarter that is the first, second or third fiscal quarter is less than $ 6.0 million, with such determination initially being made with respect to the second fiscal quarter of 2023, (ii) Consolidated EBITDA for the Company and its subsidiaries for the most recent fourth fiscal quarter that is one of the two most recently completed fiscal quarters is less than $ 9.0 million, (iii) the Company or any of its subsidiaries fails to pay any principal or interest due in respect of any debt with an outstanding aggregate principal amount in excess of $ 1.0 million when due, subject to certain cure rights, (iv) any debt of the Company or any of its subsidiaries with an outstanding aggregate principal amount in excess of $ 1.0 million becomes due prior to its stated maturity, (v) the Company has failed to deliver unaudited quarterly financial statements with certain prescribed time periods, or (vi) the Company has failed to deliver audited annual financial statements within certain prescribed time periods. Amendment to Loan Agreement (Clean Energy) On September 2, 2022, the Company, Thunder Ridge Transport, Inc., a wholly-owned subsidiary of the Company (“Thunder Ridge”), Billy (Trey) Peck Jr., and Clean Energy entered into a First Amendment to Loan and Security Agreement (the “Clean Energy Amendment”) that amended the Loan and Security Agreement between Thunder Ridge and Clean Energy dated August 31, 2017. The Clean Energy Amendment extended the maturity date of the loan from Clean Energy to Thunder Ridge from July 31, 2022 to March 31, 2023. Pursuant to the Clean Energy Amendment, Thunder Ridge agreed to pay Clean Energy (i) $ 0.2 million on or before September 30, 2022, (ii) six payments of $ 0.1 million on or before each of September 30, 2022, October 31, 2022, November 30, 2022, December 31, 2022, January 31, 2023, and February 28, 2023, (iii) $ 0.3 million on or before December 31, 2022, and (iv) $ 0.4 million on or before March 31, 2023. Amendments to Leases In connection with the Recapitalization Transactions, on September 8, 2022, Ursa Major Corporation, a wholly-owned subsidiary of the Company (“Ursa”), entered into a First Amendment of Lease with Ursa Oak Creek LLC (the “Oak Creek Amendment”) and a First Amendment of Lease with Ursa Group LLC (the “Madison Amendment”). The Oak Creek Amendment and Madison Amendment provide that the monthly “offset payments” under Ursa’s leases with respect to 6925 South 6 th Street, Suites 100 & 400, Oak Creek, WI 53154 and 4253 Argosy Court, Madison, WI 53714, respectively, will continue until the earliest of (i) September 8, 2027, (ii) the date that the Takeback Note issued to John and Ursula Lampsa is satisfied in full, or (iii) the date the lease is terminated other than for Ursa’s breach. Modifications to Leases and Debt On September 14, 2022, the Company signed a lease supplement to the Master Lease Agreement, dated May 19, 2019 , with Equipment Leasing Services, LLC combining four lease and three debt agreements into one agreement with a commencement date of October 1, 2022 and total obligation of $ 6.6 million. Antara Capital Warrant Exercises On September 8, 2022, Antara Capital exercised warrants to purchase 3,500,000 shares of common stock of the Company at $ 0.01 per share in connection with the consideration of the SPA. On November 14, 2022, Antara Capital exercised warrants to purchase 19,317,489 and 341,566,839 , shares of common stock of the Company at $ 0.01 and $ 0.0001 per share, respectively, for $ 0.2 million. Sheehy Settlement Agreement On September 27, 2022, The Company, Sheehy, SEI, North American Dispatch Systems, LLC (“NADS”), John Sheehy (“J. Sheehy”), Robert Sheehy (“R. Sheehy,” and, together with SEI, NADS, and J. Sheehy, the “Sheehy Parties”) entered into a Settlement Agreement (the “Sheehy Settlement Agreement”) which consummated the following: i) terminated the services agreement with NADS with the receipt of $ 0.1 million over multiple installments due August 31, 2023; ii) Sheehy agreed to pledge $ 0.8 million in cash collateral held in the SEI captive insurance member account, under the CSPA, on or before March 1, 2024; 3) modified an equipment lease between Sheehy and SEI; and 4) SEI waived and agreed to not exercise the $ 1.2 million Put Right with the receipt of $ 0.1 million over multiple installments due December 31, 2023. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We believe EVO is one of the largest surface transportation companies serving the USPS, with a diversified fleet of tractors, straight trucks, and other vehicles that currently operate on either diesel fuel or compressed natural gas (“CNG”). In certain markets, we fuel our vehicles at one of our three CNG stations that serve other customers as well. We are actively engaged in reducing CO2 emissions by operating on CNG, pursuing opportunities to use other alternative fuels, and by optimizing the routing efficiency of our operations to reduce fuel usage. In connection with providing our mail transportation and delivery services to the USPS and our freight services to other corporate customers, we outsource the transportation of certain loads to third-party carriers. We operate from our headquarters in Phoenix, Arizona and from 9 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. |
Going Concern | Going Concern As of March 31, 2022, the Company had a cash balance of $ 16.2 million , a working capital deficit of $ 102.2 million , stockholders’ deficit of $ 54.1 million , and material debt and lease obligations of $ 115.9 million , which include term loan borrowings under a financing agreement with Antara Capital. During the three months ended March 31, 2022, the Company reported cash provided by operating activities of $ 2.9 million and a net loss of $ 12.8 million . The following significant transactions and events affecting the Company’s liquidity occurred during the three months ended March 31, 2022: • On March 11, 2022, the Company obtained a Bridge Loan in the amount of $ 9.0 million from Antara Capital and Executive Loans in the aggregate amount of $ 0.8 million, both as described in Note 5, Debt . Pursuant to the Bridge Loan Agreement, on March 11, 2022, Antara Capital appointed Michael Bayles, a former member of the Company’s board of directors (the “Board”) and a former officer of the Company, as a member of the Company's Board, effective immediately. Mr. Bayles was appointed to fill a newly-created vacancy on the Board. • On March 11, 2022, and pursuant to the Bridge Loan Agreement, the Company filed a Certificate of Designations of Series C Non-Participating Preferred Stock with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to one share of Series C Preferred Stock, and issued to Antara Capital one share of Series C Preferred Stock. Under the Certificate of Designations, prior to Bridge Loan Triggering Event and following the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of the Company's common stock as a single class on any Shareholder Matter, and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Shareholder Matter plus 10. In addition, the Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stockholders’ voting or board-appointment rights under the Certificate of Designations will require the consent of the Series C Majority. In addition, the Certificate of Designations grants the Series C Majority the exclusive right, voting separately as a class, to elect or appoint (i) prior to a Bridge Loan Triggering Event, one director to the Board (who shall, unless the majority of the Series C Preferred Stock elects otherwise in its sole discretion, also serve as a member of each Board committee) and (ii) upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, a majority of the members of the Board. • On March 11, 2022, the Company entered into amendments to certain secured convertible promissory notes in the aggregate principal amount of $ 9.5 million to permit immediate conversion of those notes, and the holders representative converted those notes into warrants to purchase 7,533,750 shares of common stock of the Company at an exercise price of $ 0.01 per share. The following significant transactions and events affecting the Company’s liquidity occurred following the three months ended March 31, 2022: • On May 31, 2022, the Company, Antara Capital and the Executive Lenders entered into a Loan Extension Agreement that extended the Bridge Loan maturity date from May 31, 2022 to June 30, 2022 and the Executive Loans maturity date from June 3, 2022 to July 7, 2022. • On June 30, 2022, the Company, Antara Capital and the Executive Lenders entered into a Second Extension Agreement that extended the Bridge Loan maturity date from June 30, 2022 to July 8, 2022 and the Executive Loans maturity date from July 7, 2022 to July 15, 2022. • On July 8, 2022, the Company, Antara Capital and the Executive Lenders entered into a Third Extension Agreement that extended the Bridge Loan maturity date from July 8, 2022 to July 15, 2022 and the Executive Loans maturity date from July 15, 2022 to July 22, 2022. In addition, the Third Extension Agreement stipulated that on or before July 13, 2022, the Board of Directors of the Company shall have duly approved and filed with the Secretary of State of the State of Delaware a Certificate of Designation to evidence the issuance of a new series of Series D Non-Participating Preferred Stock, $ 0.0001 par value that will, upon issuance, entitle Antara Capital (in its capacity as sole holder of the Series D Non-Participating Preferred Stock) to vote such number of votes per share that will allow Antara Capital to exercise 51 % of the voting capital stock of the Company. • On July 13, 2022, and pursuant to the Third Extension Agreement dated July 8, 2022, the Company filed a Certificate of Designations of Series D Non-Participating Preferred Stock with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to one share of Series D Non-Participating Preferred Stock. Under the Certificate of Designations, prior to a Bridge Loan Triggering Event and on and following the "Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock will vote together with the holders of the Company's common stock as a single class on any Shareholder Matter, and the holders of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Shareholder Matter plus 10. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock (in their capacity as such) will have no voting rights except as otherwise required by law. The issuance of one share of Series D Non-Participating Preferred Stock to Antara Capital on July 13, 2022 resulted in a change of control of the Company, with Antara Capital having voting control on Shareholder Matters. The consideration for the issuance of Series D Non-Participating Preferred Stock to Antara Capital was Antara Capital's agreement to enter into the Third Extension Agreement, and the Company did not receive any cash consideration. • On July 15, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fourth Extension Agreement that extended the Bridge Loan maturity date from July 15, 2022 to August 15, 2022 and the Executive Loans maturity date from July 22, 2022 to August 22, 2022. • On August 12, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fifth Extension Agreement that extended the Bridge Loan maturity date from August 15, 2022 to September 15, 2022 and the Executive Loans maturity date from August 22, 2022 to September 22, 2022. • On September 8, 2022, the Company, Antara Capital and the Executive Lenders, in contemplation of the Securities Purchase Agreement discussed below, entered into a Sixth Extension Agreement that extended the Bridge Loan maturity date from September 15, 2022 to December 29, 2023 and the Executive Loans maturity date from September 22, 2022 to January 5, 2024. • On September 8, 2022, the Company and Antara Capital entered into a Securities Purchase Agreement and consummated certain transactions involving the recapitalization of the Company. This includes the sale and issuance of new equity by the Company and the cancellation of certain indebtedness in exchange for equity of the Company and or its subsidiaries (collectively the “Recapitalization Transactions”). In connection with the Recapitalization Transactions, Antara Capital agreed to pay the Company $ 13.5 million to purchase 341,566,839 warrants to purchase common stock and 1 share of convertible preferred stock in EVO Holding Company, LLC (“EVO Holding”) (the “Preferred Interest”). Upon exercise of the warrants Antara Capital will ow n approximately 64 % of the Company on a fully diluted basis. The Preferred Interest is convertible into 99 % of the common membership interests of EVO Holding, if the Company fails to meet certain financial conditions, at Antara Capital’s election during the Conversion Period, defined in Note 12, Subsequent Events , under the heading “Amended and Restated Limited Liability Company Operating Agreement.” EVO Holding maintains the Company’s ownership interests in the Ritter Companies, which provide a material portion of our Trucking revenue. During the three months ended March 31, 2022 and 2021 , the Ritter Companies provided approximately 19 % of our Trucking revenue. Refer to Note 12, Subsequent Events , for further discussion regarding the Recapitalization Transactions and the rights and privileges surrounding the Preferred Interest. Despite the occurrence of the Recapitalization Transactions, 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 5, 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; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation and rental vehicles; and • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs. Notwithstanding management’s plans, there can be no assurance that the Company will be successful in its efforts to address its current liquidity and capital resource constraints. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result if the Company is unable to continue as a going concern. Refer to Notes 4 and 5 for further information regarding the Company’s factoring and debt obligations. Refer to Note 12, Subsequent Events , for further information regarding changes in the Company’s debt obligations and liquidity subsequent to March 31, 2022. |
Seasonality | Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, during the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s December 31, 2021 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. |
Reclassifications | Reclassification Certain reclassifications have been made to prior period's financial information to conform to the current period presentation. |
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. |
Earnings (Loss) per Share of Common Stock | Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (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 computation of basic and diluted earnings (loss) per share (amounts in thousands, except share data): Three Months Ended 2022 2021 Numerator: Net income (loss) $ ( 12,763 ) $ 31,223 Accrued and undeclared preferred stock dividends in arrears ( 161 ) ( 161 ) Net income (loss) available to common stockholders - numerator for basic EPS ( 12,924 ) 31,062 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 202 Redeemable Series A Preferred stock — 9 Redeemable Series B Preferred stock — 152 Subtotal — 363 Adjusted net income (loss) available to common stockholders - numerator for diluted EPS $ ( 12,924 ) $ 31,425 Denominator: Denominator for basic EPS - weighted average common shares outstanding 35,469,317 29,342,042 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 1,531,634 Redeemable Series A Preferred stock — 132,647 Redeemable Series B Preferred stock — 2,208,384 Subtotal — 3,872,665 Denominator for diluted EPS - adjusted weighted average common shares outstanding 35,469,317 33,214,707 Basic EPS $ ( 0.36 ) $ 1.06 Diluted EPS $ ( 0.36 ) $ 0.95 The following table presents the potentially dilutive shares that were excluded from the computation of diluted earnings (loss) per share of common stock attributable to common stockholders, because either their effect was anti-dilutive or they are contingently issuable shares that were not issuable assuming the end of the reporting period was the end of the contingency period: Three Months Ended 2022 2021 Stock options 10,905,711 9,539,249 Warrants 12,606,255 12,606,255 Common stock to be issued upon conversion of 4.0 million Secured Convertible Promissory Notes 122,204 — Common stock to be issued upon conversion of 147,606 — Common stock to be issued upon conversion of 2,463,932 — Common stock to be issued upon conversion of 9.5 million — 7,437,500 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 Total 28,593,708 31,931,004 |
Revenue Recognition | Revenue Recognition In accordance with ASC 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months 2022 2021 USPS revenue $ 64,913 $ 47,151 Freight revenue 5,781 6,561 Other revenue 1,850 240 Total Trucking revenue $ 72,544 $ 53,952 |
United States Postal Service Settlement | 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 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 they were received by the Factor (as defined in Note 4, Factoring Arrangements ) 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 were recognized as a deferred gain as of December 31, 2020. All aforementioned amounts totaling $ 34.8 million were recognized as other revenue during the first quarter of 2021 in the consolidated statement of operations. 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. |
Segment Reporting | 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. Historically, the Company had two reportable segments—Trucking and CNG Fueling Stations. Effective January 1, 2022, the Company determined that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision makers do not review information based on any operating segment; c) the Company has not chosen to organize its business around different products and services; d) the Company has not chosen to organize its business around geographic areas; and e) the revenues, profits, assets and liabilities of the CNG Fueling Stations are immaterial for all periods presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted 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 adoption of this guidance on January 1, 2022 did no t have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements to be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) . The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2022. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In 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. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Computation of Basic and Diluted Earnings (loss) Per Share | The following table presents the computation of basic and diluted earnings (loss) per share (amounts in thousands, except share data): Three Months Ended 2022 2021 Numerator: Net income (loss) $ ( 12,763 ) $ 31,223 Accrued and undeclared preferred stock dividends in arrears ( 161 ) ( 161 ) Net income (loss) available to common stockholders - numerator for basic EPS ( 12,924 ) 31,062 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 202 Redeemable Series A Preferred stock — 9 Redeemable Series B Preferred stock — 152 Subtotal — 363 Adjusted net income (loss) available to common stockholders - numerator for diluted EPS $ ( 12,924 ) $ 31,425 Denominator: Denominator for basic EPS - weighted average common shares outstanding 35,469,317 29,342,042 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 1,531,634 Redeemable Series A Preferred stock — 132,647 Redeemable Series B Preferred stock — 2,208,384 Subtotal — 3,872,665 Denominator for diluted EPS - adjusted weighted average common shares outstanding 35,469,317 33,214,707 Basic EPS $ ( 0.36 ) $ 1.06 Diluted EPS $ ( 0.36 ) $ 0.95 |
Schedule of Computation of Diluted Earnings (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 earnings (loss) per share of common stock attributable to common stockholders, because either their effect was anti-dilutive or they are contingently issuable shares that were not issuable assuming the end of the reporting period was the end of the contingency period: Three Months Ended 2022 2021 Stock options 10,905,711 9,539,249 Warrants 12,606,255 12,606,255 Common stock to be issued upon conversion of 4.0 million Secured Convertible Promissory Notes 122,204 — Common stock to be issued upon conversion of 147,606 — Common stock to be issued upon conversion of 2,463,932 — Common stock to be issued upon conversion of 9.5 million — 7,437,500 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 Total 28,593,708 31,931,004 |
Schedule of Disaggregation of Trucking Revenue from Contracts with Customers | In accordance with ASC 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months 2022 2021 USPS revenue $ 64,913 $ 47,151 Freight revenue 5,781 6,561 Other revenue 1,850 240 Total Trucking revenue $ 72,544 $ 53,952 |
Balance Sheet Disclosures (Tabl
Balance Sheet Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Disclosures [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following: ($ in thousands) March 31, December 31, Beginning balance $ 23,837 $ 23,837 Acquisitions — — Impairment — — $ 23,837 $ 23,837 |
Schedule of Intangible Assets | Intangible assets consist of the following: March 31, 2022 December 31, 2021 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 2,202 ) $ 2,402 $ 4,604 $ ( 2,063 ) $ 2,541 Trade names 2,416 ( 987 ) 1,429 2,416 ( 917 ) 1,499 Non-competition agreements 325 ( 202 ) 123 325 ( 185 ) 140 $ 7,345 $ ( 3,391 ) $ 3,954 $ 7,345 $ ( 3,165 ) $ 4,180 |
Factoring Arrangements (Tables)
Factoring Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Factoring With Recourse [Abstract] | |
Schedule of Earned and Unearned Components Included in Advances from Factoring Arrangement | Earned and unearned components included in Advances from factoring arrangement are as follows: ($ in thousands) March 31, December 31, Purchased accounts receivable $ 8,020 $ 7,390 Unearned future contract advances 6,455 6,885 Total $ 14,475 $ 14,275 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt (with unrelated parties) consists of: ($ in thousands) March 31, December 31, (a) Main Street Loan $ 17,552 (1) $ 17,552 (2) (b) $1.3 million note payable 508 544 (c) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 306 538 (d) $0.3 million note payable 55 74 (e) Thunder Ridge supplier advance 822 833 (f) Various notes payable acquired from JB Lease 444 564 (g) $0.8 million note payable 543 604 (h) $3.8 million note payable 1,489 1,703 (i) Failed sale-leaseback obligations 4,829 5,131 (j) Notes payable to three financing companies 1,589 1,704 (k) Finkle equipment notes 1,226 1,535 Total before debt issuance costs and debt discount 29,363 30,782 Debt issuance costs ( 860 ) ( 919 ) Debt discount ( 255 ) ( 273 ) 28,248 29,590 Less current portion ( 21,829 ) ( 22,135 ) Long-term debt, less current portion $ 6,419 $ 7,455 (1) Classified as a current liability as of March 31, 2022 due to the existence of one or more covenant violations. (2) Classified as a current liability as of December 31, 2021 due to the existence of one or more covenant violations. Debt (with related parties) consists of: ($ in thousands) March 31, December 31, (a) Antara Financing Agreement $ 19,383 (1) $ 18,697 (2) (b) Four promissory notes with an aggregate principal amount of $9.5 million — 9,500 (c) Bridge loan and Executive loans 9,825 — (d) $3.8 million senior promissory note 3,800 (1) 3,800 (2) (e) $4.0 million promissory note 4,000 (1) 4,000 (2) (f) $2.5 million promissory note - stockholder 1,446 1,506 (g) $6.4 million promissory note - stockholder 6,354 6,361 (h) Notes payable acquired from Ritter 388 399 Total before debt issuance costs and debt discount 45,196 44,263 Debt issuance costs ( 17 ) ( 18 ) Debt discount ( 8,432 ) ( 7,058 ) 36,747 37,187 Less current portion ( 36,405 ) ( 33,164 ) Long-term debt, less current portion - related party $ 342 $ 4,023 (1) Classified as a current liability as of March 31, 2022 due to the existence of one or more covenant violations. (2) 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. |
Stockholders' Deficit and War_2
Stockholders' Deficit and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Activity for Warrants Outstanding | The following table summarizes such warrants outstanding and exercisable as of March 31, 2022 and December 31, 2021 that are liability-classified. Number of Weighted Weighted March 31, 2022 Outstanding 29,088,886 $ 0.29 4.7 Exercisable 29,088,886 $ 0.29 December 31, 2021 Outstanding 16,022,000 $ 0.52 4.8 Exercisable 16,022,000 $ 0.52 In addition to the issuance of the aforementioned liability-classified warrants, the Company has 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. Such warrants include the Convertible Note Warrants issued o n March 11, 2022, in connection with the Convertible Note Amendments, to purchase an aggregate of up to 7,533,750 shares of the Company's common stock at an exercise price of $ 0.01 per share. Refer to Note 5, Debt , for further discussion regarding the Convertible Note Warrants. The following table summarizes such equity-classified warrants outstanding and exercisable as of March 31, 2022 and December 31, 2021. Number of Weighted Weighted March 31, 2022 Outstanding 18,621,458 $ 1.42 6.0 Exercisable 18,621,458 $ 1.42 December 31, 2021 Outstanding 11,087,708 $ 2.37 6.9 Exercisable 11,087,708 $ 2.37 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 for the periods presented: ($ in thousands) Derivative Liability Warrant Liabilities Balance at December 31, 2021 $ 1,513 $ 13,784 Issuances — 12,806 Net change in fair value 3,072 ( 11,049 ) Balance at March 31, 2022 $ 4,585 $ 15,541 Balance at December 31, 2020 $ 2,278 $ 11,264 Issuances — — Net change in fair value ( 788 ) ( 3,107 ) Balance at March 31, 2021 $ 1,490 $ 8,157 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Balances Recorded in Condensed Consolidated Balance Sheet Related to Lease Arrangements | At March 31, 2022 and December 31, 2021 , the Company had the following balances recorded in the condensed consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification March 31, December 31, Assets Operating leases Right-of-use-asset $ 1,784 $ 2,107 Liabilities Current: Operating leases Operating lease liabilities, current portion 569 840 Non-current: Operating leases Operating lease liabilities, less current portion 1,093 1,125 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Sep. 08, 2022 USD ($) $ / shares shares | Jul. 08, 2022 $ / shares | Jan. 01, 2022 Segment | Feb. 19, 2021 USD ($) | Jan. 19, 2021 USD ($) | Mar. 31, 2022 USD ($) Segment Acquisition Station Facility shares | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Mar. 11, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 31, 2020 shares | Oct. 19, 2020 $ / shares | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Number of facilities in operation | Facility | 9 | ||||||||||||
Number of acquisitions completed | Acquisition | 7 | ||||||||||||
Cash | $ 16,198 | $ 7,329 | |||||||||||
Working capital deficit | 102,200 | ||||||||||||
Stockholders' deficit | (54,120) | $ (33,888) | $ (67,322) | $ (67,322) | $ (50,935) | ||||||||
Cash provided by operating activities | 2,880 | 17,693 | |||||||||||
Debt and lease obligations | 115,900 | ||||||||||||
Net income (loss) | $ (12,763) | 31,223 | |||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 2.50 | ||||||||||
Number of reportable segments | Segment | 1 | 2 | |||||||||||
Warrants to purchase shares of common stock | shares | 52,304,758 | ||||||||||||
Warrants to purchase common stock | shares | 7,925,000 | ||||||||||||
ASU 2021-04 [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||||||||||||
Change in accounting principle, accounting standards update, immaterial effect true false] | true | ||||||||||||
Amendments to Secured Convertible Promissory Notes [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | ||||||||||||
Aggregate amount | $ 9,500 | ||||||||||||
Warrants to purchase common stock | shares | 7,533,750 | ||||||||||||
USPS [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Additional settlement payment including rate adjustments under settlement agreement | $ 3,800 | ||||||||||||
Other operating revenue | $ 34,800 | ||||||||||||
Payments for transportation settlements | $ 17,500 | $ 7,100 | |||||||||||
Executive Loans [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Debt borrowed | $ 800 | $ 800 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Warrants, exercise price | $ / shares | $ 0.0001 | ||||||||||||
Antara [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Percentage of trucking revenue | 19% | 19% | |||||||||||
Antara [Member] | Bridge Loan Agreement [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Debt borrowed | $ 9,000 | ||||||||||||
Antara [Member] | Subsequent Event [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Proceeds from issuance of warrants | $ 13,500 | ||||||||||||
Warrants to purchase shares of common stock | shares | 341,566,839 | ||||||||||||
Purchase of number of shares of convertible preferred stock | shares | 1 | ||||||||||||
Percentage of ownership upon exercise of warrants on fully diluted basis | 64% | ||||||||||||
Common membership interest rate | 99% | ||||||||||||
Antara [Member] | Subsequent Event [Member] | Series D Non-Participating Preferred Stock [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Preferred stock par value | $ / shares | $ 0.0001 | ||||||||||||
Preferred stock voting capital stock percentage | 51% | ||||||||||||
Settlement Agreement [Member] | USPS [Member] | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Deferred gain recognized | $ 6,300 | ||||||||||||
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 Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) | $ (12,763) | $ 31,223 |
Accrued and undeclared preferred stock dividends in arrears | (161) | (161) |
Net income (loss) available to common stockholders - numerator for basic EPS | (12,924) | 31,062 |
Effect of dilutive securities: | ||
Effect of dilutive securities | 363 | |
Adjusted net income (loss) available to common stockholders - numerator for diluted EPS | $ (12,924) | $ 31,425 |
Denominator: | ||
Denominator for basic EPS - weighted average common shares outstanding | 35,469,317 | 29,342,042 |
Effect of dilutive securities: | ||
Effect of dilutive securities | 3,872,665 | |
Denominator for diluted EPS - adjusted weighted average common shares outstanding | 35,469,317 | 33,214,707 |
Basic EPS | $ (0.36) | $ 1.06 |
Diluted EPS | $ (0.36) | $ 0.95 |
Redeemable Series A Preferred Stock [Member] | ||
Effect of dilutive securities: | ||
Effect of dilutive securities | $ 9 | |
Effect of dilutive securities: | ||
Effect of dilutive securities | 132,647 | |
Redeemable Series B Preferred Stock [Member] | ||
Effect of dilutive securities: | ||
Effect of dilutive securities | $ 152 | |
Effect of dilutive securities: | ||
Effect of dilutive securities | 2,208,384 | |
Secured Convertible Promissory Notes [Member] | ||
Effect of dilutive securities: | ||
Effect of dilutive securities | $ 202 | |
Effect of dilutive securities: | ||
Effect of dilutive securities | 1,531,634 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share (Parenthetical) (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 31, 2018 |
Secured Convertible Promissory Notes [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Secured convertible promissory notes | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Diluted Earnings (Loss) per Share of Common Stock Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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 | 28,593,708 | 31,931,004 |
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 | 10,905,711 | 9,539,249 |
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 | 12,606,255 | 12,606,255 |
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 | 122,204 | |
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 | 147,606 | |
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 | 2,463,932 | |
Four 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 | 7,437,500 | |
Purchase of Fixed Assets [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 2,348,000 | 2,348,000 |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Diluted Earnings (Loss) per Share of Common Stock Attributable to Common Stockholders (Parenthetical) (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 31, 2018 |
Secured Convertible Promissory Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Secured convertible promissory notes | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 |
Four Convertible Promissory Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Principal amount | $ 9,500,000 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Schedule of Disaggregation of Trucking Revenue from Contracts with Customers (ASC 606-10-50) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 72,585 | $ 88,846 |
Trucking [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 72,544 | 53,952 |
Trucking [Member] | USPS Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 64,913 | 47,151 |
Trucking [Member] | Freight Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,781 | 6,561 |
Trucking [Member] | Other Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,850 | $ 240 |
Balance Sheet Disclosures - Sch
Balance Sheet Disclosures - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Disclosures [Abstract] | ||
Beginning balance | $ 23,837 | $ 23,837 |
Acquisitions | 0 | 0 |
Impairment | 0 | 0 |
Goodwill | $ 23,837 | $ 23,837 |
Balance Sheet Disclosures - S_2
Balance Sheet Disclosures - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Gross | $ 7,345 | $ 7,345 |
Accumulated Amortization | (3,391) | (3,165) |
Net | 3,954 | 4,180 |
Customer Relationships [Member] | ||
Gross | 4,604 | 4,604 |
Accumulated Amortization | (2,202) | (2,063) |
Net | 2,402 | 2,541 |
Trade Names [Member] | ||
Gross | 2,416 | 2,416 |
Accumulated Amortization | (987) | (917) |
Net | 1,429 | 1,499 |
Noncompete Agreements [Member] | ||
Gross | 325 | 325 |
Accumulated Amortization | (202) | (185) |
Net | $ 123 | $ 140 |
Balance Sheet Disclosures - Add
Balance Sheet Disclosures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Amortization expense | $ 0.2 | $ 0.2 |
Weighted Average [Member] | ||
Finite-lived intangible asset useful life | 7 years 10 months 24 days | |
Weighted Average [Member] | Customer Relationships [Member] | ||
Finite-lived intangible asset useful life | 8 years | |
Weighted Average [Member] | Trade Names [Member] | ||
Finite-lived intangible asset useful life | 8 years 3 months 18 days | |
Weighted Average [Member] | Noncompete Agreements [Member] | ||
Finite-lived intangible asset useful life | 2 years |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) - Segment | 3 Months Ended | |
Jan. 01, 2022 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 1 | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 72,585 | $ 88,846 |
Depreciation and amortization | (3,945) | (3,624) |
Operating loss | (4,683) | 32,503 |
Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 72,544 | 53,952 |
CNG [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 41 | $ 136 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 27, 2022 | Sep. 08, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | Dec. 31, 2019 | Oct. 15, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Accrued interest - related party | $ 2,220 | $ 2,743 | ||||||||
Security deposit | $ 900 | |||||||||
Common stock, shares issued | 14,147,945 | 12,973,145 | ||||||||
Warrants, exercise price | $ 0.01 | $ 2.50 | ||||||||
Property and equipment, net | $ 26,045 | $ 27,962 | ||||||||
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 | |||||||||
Accrued expenses | $ 3,500 | |||||||||
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. | |||||||||
Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants, exercise price | $ 0.0001 | |||||||||
Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Recognized operating lease expense | $ 0 | $ 200 | ||||||||
Operating lease liabilities | $ 0 | $ 100 | ||||||||
Sheehy Enterprises Inc [Member] | Collateral Security Pledge Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Security deposit | $ 900 | |||||||||
Related party transaction, expiration date | Mar. 01, 2020 | |||||||||
Sheehy Enterprises Inc [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Security deposit | $ 800 |
Factoring Arrangements - Additi
Factoring Arrangements - Additional Information (Details) $ in Millions | 3 Months Ended | |||
Mar. 09, 2021 USD ($) Installment | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 | |
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 that started in September 2021 but automatically renew for successive one-year periods (absent either party's written election to terminate, which has not occurred). Pursuant to the terms of the agreements, each factoring subsidiary, 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 factoring subsidiary (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the factoring customer. | |||
Factor remits percentage of contracted accounts receivable | 95% | |||
Financing costs of floor interest rate | 4% | |||
Financing costs of interest rate | 2% | |||
Factor fee | 0.25% | |||
Factored receivables, interest expense | $ 0.4 | $ 0.3 | ||
Factored receivables, financing fees | $ 0.4 | $ 0.3 | ||
Letter of Intent and Memo of Understanding [Member] | ||||
Number of installments for repayment | Installment | 48 | |||
Frequency of payments | monthly | |||
Date of first required payment | Jan. 01, 2022 | |||
Funds held in reserve against advances | $ 0.8 | |||
Amount retained to reduce outstanding principal amount of factoring advances | $ 6.9 | |||
Prime Rate [Member] | ||||
Financing costs of interest rate | 6% | 6% |
Factoring Arrangements - Schedu
Factoring Arrangements - Schedule of Earned and Unearned Components Included in Advances from Factoring Arrangement (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Factoring With Recourse [Abstract] | ||
Purchased accounts receivable | $ 8,020 | $ 7,390 |
Unearned future contract advances | 6,455 | 6,885 |
Total | $ 14,475 | $ 14,275 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 11, 2022 USD ($) $ / shares shares | Jan. 03, 2021 shares | Dec. 14, 2020 USD ($) $ / shares shares | Sep. 16, 2019 USD ($) Warrant $ / shares shares | Oct. 31, 2020 USD ($) Warrant $ / shares shares | Mar. 31, 2020 USD ($) $ / shares shares | Feb. 29, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) Tractor $ / shares shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jan. 01, 2021 $ / shares shares | Oct. 19, 2020 $ / shares | Oct. 31, 2019 USD ($) | Oct. 15, 2019 $ / shares | Aug. 08, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | shares | 52,304,758 | |||||||||||||||
Warrants to purchase number of common stock shares exchange rate | 0.01% | |||||||||||||||
Additional warrants to be issued | shares | 1,000,000 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | ||||||||||||||
(Gain) loss on extinguishment of debt | $ (5,318,000) | $ 534,000 | ||||||||||||||
Fair value of the warrants | (11,049,000) | (3,107,000) | ||||||||||||||
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 | |||||||||||||||
Interest Expense | $ 9,842,000 | $ 4,103,000 | ||||||||||||||
Antara Capital [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum obligation to be repaid | $ 25,000,000 | |||||||||||||||
Main Street Loan [Member] | Commerce Bank of Arizona Inc [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 3% | |||||||||||||||
Maturity date | Dec. 14, 2025 | |||||||||||||||
Maturity date | quarterly | |||||||||||||||
Non-compounding dividend payment 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. | |||||||||||||||
Debt instrument term | 5 years | |||||||||||||||
Date of first interest payment | Mar. 14, 2022 | |||||||||||||||
Unpaid interest as percentage on outstanding principal balance | 15% | |||||||||||||||
Bridge Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maturity date | May 31, 2022 | Jun. 03, 2022 | ||||||||||||||
Principle and interest payments | $ 0 | |||||||||||||||
Debt instrument maturity, description | a maturity date of the earlier of (i) demand by Antara Capital at any time prior to the date on which a collateral agent designated by Antara Capital has been granted a valid and enforceable, perfected, first priority lien on the collateral described in the Bridge Loan Agreement, subject only to permitted liens, on terms reasonably acceptable to Antara Capital, and (ii) May 31, 2022. | |||||||||||||||
Debt indebtedness amount in event of debt default | $ 100,000 | |||||||||||||||
Debt instrument term | 5 years | |||||||||||||||
Fair value of the warrants | $ 12,800,000 | |||||||||||||||
Capitalized interest | 9,600,000 | |||||||||||||||
Interest Expense | $ 2,900,000 | |||||||||||||||
Bridge Loan Agreement [Member] | Antara Capital [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | shares | 11,969,667 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||
Executive Loans [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | $ 800,000 | $ 800,000 | ||||||||||||||
Interest rate | 14% | 14% | ||||||||||||||
Secured Convertible Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 200,000 | |||||||||||||||
(Gain) loss on extinguishment of debt | $ 200,000 | |||||||||||||||
Convertible Note Amendments [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||
(Gain) loss on extinguishment of debt | $ 5,200,000 | |||||||||||||||
Estimated fair value of convertible notes | 9,000,000 | |||||||||||||||
Carrying value of original convertible notes | 3,800,000 | |||||||||||||||
Accrued interest as increase in additional paid-in capital | 700,000 | |||||||||||||||
Danny Cuzick [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 | |||||||||||||||
Percentage of ownership interest contribution | 100% | |||||||||||||||
Amount of indemnification for guaranty of certain obligations | $ 500,000 | |||||||||||||||
Warrants to purchase common stock | shares | 1,000,000 | |||||||||||||||
Maximum [Member] | Antara Capital [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of warrant to purchase number of common stock | shares | 3,250,000 | |||||||||||||||
Maximum [Member] | Main Street Loan [Member] | Commerce Bank of Arizona Inc [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 17,000,000 | |||||||||||||||
CNG Tractors [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Antara Capital Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | $ 2.50 | |||||||||||||
Antara Capital Warrant [Member] | Bridge Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | shares | 13,066,886 | |||||||||||||||
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 | |||||||||||||||
Omnibus Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of warrants issued | Warrant | 500,000 | |||||||||||||||
Class of warrant to purchase number of common stock | shares | 7,925,000 | 1,500,000 | 500,000 | |||||||||||||
Warrants to purchase number of common stock shares exchange rate | 0.64% | |||||||||||||||
Additional warrants to be issued | shares | 1,000,000 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | $ 0.01 | |||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||
Common stock | shares | 5,072,000 | |||||||||||||||
Common stock shares to be issued to lenders | shares | 1,174,800 | 1,174,800 | ||||||||||||||
Omnibus Amendment [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum obligation to be repaid | $ 25,000,000 | |||||||||||||||
Omnibus Amendment [Member] | Maximum [Member] | PPP Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 10,000,000 | |||||||||||||||
Omnibus Amendment [Member] | Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock shares to be issued to lenders | shares | 1,174,800 | |||||||||||||||
Second Omnibus Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
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 | |||||||||||||||
Interest rate | 12% | |||||||||||||||
Interest paid in kind | 14.50% | |||||||||||||||
Second Omnibus Amendment [Member] | Maximum [Member] | Main Street Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 17,000,000 | |||||||||||||||
Antara [Member] | Bridge Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | 9,000,000 | |||||||||||||||
Maximum additional debt amount borrowed | 3,000,000 | |||||||||||||||
Executive Lenders [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | $ 200,000 | |||||||||||||||
Executive Lenders [Member] | Bridge Loan Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | shares | 1,097,219 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||
EVO Equipment Leasing, LLC [Member] | Omnibus Amendment [Member] | CNG Tractors [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of tractors to be acquired | Tractor | 89 | |||||||||||||||
Term Loan [Member] | Antara Financing Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
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”). | |||||||||||||||
Principal amount | $ 24,500,000 | $ 19,400,000 | ||||||||||||||
Debt borrowed | $ 22,400,000 | $ 2,100,000 | ||||||||||||||
Interest rate | 12% | 14.50% | ||||||||||||||
Maturity date | Sep. 16, 2022 | |||||||||||||||
Debt instrument 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. | |||||||||||||||
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 | $ 900,000 | $ 1,000,000 | |||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
Incremental Term Loans [Member] | Antara Capital Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of warrant to purchase number of common stock | shares | 3,650,000 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||
Warrants issued, description | the Company issued a warrant (the “Antara Warrant 2020”) to Antara Capital to purchase 3,650,000 shares (the “Antara Warrant Shares 2020”) of the Company’s common stock at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, as an incentive. The issuance of this warrant results in an additional debt discount that is 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 Term Loans [Member] | Antara Capital Warrant [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 12% | |||||||||||||||
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% | |||||||||||||||
Reimbursement of expenses | $ 100,000 | |||||||||||||||
Financing fees, description | The Company paid a 2% financing fee in connection with its entry into the Incremental Amendment. The Company also reimbursed the Collateral Agent for $0.1 million of fees, costs, and expenses previously accrued under the Financing Agreement and in addition paid fees, costs, and expenses of the Collateral Agent and the lenders newly incurred in connection with the Incremental Amendment. | |||||||||||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | Antara Capital [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | 3,200,000 | |||||||||||||||
Obtained additional term loan commitments | $ 3,200,000 | |||||||||||||||
Incremental Term Loans [Member] | Incremental Amendment [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, prepayment premium percentage | 7% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt borrowed | $ 3,100,000 | |||||||||||||||
Interest rate | 12% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
Convertible Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | 0.01 | |||||||||||||||
Convertible Note [Member] | Convertible Note Amendments [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||
Convertible Note Warrants [Member] | Convertible Note Amendments [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase shares of common stock | shares | 7,533,750 | |||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||
Debt instrument term | 5 years |
Debt - Schedule of Debt (With U
Debt - Schedule of Debt (With Unrelated Parties) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less current portion | $ (21,829) | $ (22,135) |
Long-term debt, less current portion | 6,419 | 7,455 |
Main Street Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | (900) | (900) |
Debt discount | 300 | 300 |
Less current portion | (17,600) | |
Long Term Debt with Unrelated Parties [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 29,363 | 30,782 |
Debt issuance costs | (860) | (919) |
Debt discount | 255 | 273 |
Long-term debt, net | 28,248 | 29,590 |
Less current portion | (21,829) | (22,135) |
Long-term debt, less current portion | 6,419 | 7,455 |
Long Term Debt with Unrelated Parties [Member] | Main Street Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 17,552 | 17,552 |
Long Term Debt with Unrelated Parties [Member] | Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 508 | 544 |
Long Term Debt with Unrelated Parties [Member] | Secured Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 306 | 538 |
Long Term Debt with Unrelated Parties [Member] | Advance From Supplier Acquired From Thunder Ridge [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 822 | 833 |
Long Term Debt with Unrelated Parties [Member] | Notes Payable Acquired From JB Lease [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 444 | 564 |
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 | 543 | 604 |
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 | 1,489 | 1,703 |
Long Term Debt with Unrelated Parties [Member] | Failed Sale-leaseback Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 4,829 | 5,131 |
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,589 | 1,704 |
Long Term Debt with Unrelated Parties [Member] | Frinkle Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,226 | 1,535 |
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 | $ 55 | $ 74 |
Debt - Schedule of Debt (With_2
Debt - Schedule of Debt (With Unrelated Parties) (Parenthetical) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 11, 2022 USD ($) | Feb. 11, 2019 USD ($) | Jan. 23, 2019 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) | Oct. 31, 2019 | Feb. 28, 2019 | Nov. 30, 2018 USD ($) | Aug. 31, 2018 USD ($) | Aug. 31, 2017 USD ($) | Dec. 31, 2014 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) SaleLeaseback | Dec. 31, 2020 USD ($) $ / shares | Oct. 31, 2020 shares | Oct. 19, 2020 $ / shares | Sep. 30, 2019 shares | Aug. 08, 2018 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||
Unpaid principal balance | $ 21,829,000 | $ 21,829,000 | $ 22,135,000 | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | |||||||||||||||||
Warrants issued | shares | 7,925,000 | ||||||||||||||||||
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. | ||||||||||||||||||
(Gain) loss on extinguishment of debt | $ (5,318,000) | $ 534,000 | |||||||||||||||||
Fair value of the warrants | $ 800,000 | ||||||||||||||||||
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, is guaranteed by a member of management, and has a July 2022 maturity date. Refer to Note 12, Subsequent Events, for discussion regarding the restructuring of the Thunder Ridge supplier advance. | ||||||||||||||||||
Note Payable Issued During November Two Thousand And Eighteen [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 300,000 | ||||||||||||||||||
Interest rate | 3% | ||||||||||||||||||
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 | shares | 4,375,000 | ||||||||||||||||||
Executive Loans [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 14% | 14% | 14% | ||||||||||||||||
Debt borrowed | $ 800,000 | $ 800,000 | $ 800,000 | ||||||||||||||||
Secured Convertible Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||
(Gain) loss on extinguishment of debt | 200,000 | ||||||||||||||||||
Executive Lenders [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt borrowed | $ 200,000 | ||||||||||||||||||
Main Street Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 17,600,000 | $ 17,600,000 | |||||||||||||||||
Interest rate | 3% | 3% | |||||||||||||||||
Quarterly interest payments date | Dec. 14, 2022 | ||||||||||||||||||
Maturity date | Dec. 14, 2025 | ||||||||||||||||||
Payment terms, description | Beginning December 14, 2022, the Borrowers must make quarterly interest payments, and the Borrowers must make payments equal to 15% of the face amount of the 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 face amount of principal balance | 15% | ||||||||||||||||||
Unpaid principal balance | $ 17,600,000 | $ 17,600,000 | |||||||||||||||||
Capitalized interest | 600,000 | ||||||||||||||||||
Debt discount | 300,000 | 300,000 | 300,000 | ||||||||||||||||
Unamortized debt issuance costs | $ 900,000 | $ 900,000 | $ 900,000 | ||||||||||||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||||||||||||||
Note Payable [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 1,300,000 | ||||||||||||||||||
Maturity date, month and year | 2024-03 | ||||||||||||||||||
Note payable, description | The $1.3 million note payable was issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. The note matures March 2024, is secured by substantially all of Titan’s business assets and is personally guaranteed by certain former members of Titan including a member of our board of directors and certain of his relatives, and beneficial owners of more than 5% of our undiluted shares of common stock. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. | ||||||||||||||||||
Note Payable [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Percentage of common stock of guaranteed beneficial owners | 5% | ||||||||||||||||||
Note Payable [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis points added to LIBOR rate | 2.35% | ||||||||||||||||||
Secured Convertible Promissory Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 9% | ||||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | $ 2.50 | |||||||||||||||||
Class of warrant or rights, exercisable term | 10 years | 10 years | |||||||||||||||||
Secured convertible promissory notes | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | |||||||||||||||
Paid debt issuance costs | $ 500,000 | ||||||||||||||||||
Debt instrument term | 2 years | ||||||||||||||||||
Conversion rate | $ / shares | $ 2.50 | $ 2.50 | |||||||||||||||||
Liquidated damages | 1% | ||||||||||||||||||
Liquidated damages incurred | $ 0 | 100,000 | |||||||||||||||||
Payments for liquidated damages | $ 0 | $ 0 | |||||||||||||||||
Warrant exercise period | 10 years | ||||||||||||||||||
Fair value of warrants | $ 700,000 | $ 700,000 | |||||||||||||||||
Debt instrument, description | As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black Scholes pricing model was $0.7 million, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates and the assumption of no dividends. | ||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Volatility [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants outstanding, measurement input | 65 | 65 | |||||||||||||||||
Secured Convertible Promissory Notes [Member] | Discount Rate [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants outstanding, measurement input | 2.89 | 2.89 | |||||||||||||||||
Secured Convertible Promissory Notes [Member] | Measurement Input Expected Dividend Payment [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants outstanding, measurement input | 0 | 0 | |||||||||||||||||
Secured Convertible Promissory Notes [Member] | Common Stock [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants issued | shares | 1,602,000 | 1,602,000 | |||||||||||||||||
Secured Convertible Promissory Notes [Member] | Minimum [Member] | Discount Rate [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants outstanding, measurement input | 2.85 | 2.85 | |||||||||||||||||
Secured Convertible Promissory Notes [Member] | Maximum [Member] | Discount Rate [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Warrants outstanding, measurement input | 3 | 3 | |||||||||||||||||
Secured Convertible Promissory Notes [Member] | Secured Convertible Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||
(Gain) loss on extinguishment of debt | $ 200,000 | ||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Executive Lenders [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt borrowed | $ 200,000 | $ 200,000 | |||||||||||||||||
Failed Sale-leaseback Obligations [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity start date month and year | 2020-09 | ||||||||||||||||||
Maturity end date month and year | 2021-12 | ||||||||||||||||||
Proceeds from sale of certain assets | $ 700,000 | ||||||||||||||||||
Number of Sale Leaseback Arrangements | SaleLeaseback | 5 | ||||||||||||||||||
Proceeds From Sale Leaseback | $ 5,200,000 | ||||||||||||||||||
Gain or loss on sale of assets | $ 0 | ||||||||||||||||||
Failed Sale-leaseback Obligations [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 4.35% | ||||||||||||||||||
Failed Sale-leaseback Obligations [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 4.375% | ||||||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount | $ 800,000 | $ 3,800,000 | $ 400,000 | ||||||||||||||||
Interest rate | 10.20% | 10.10% | 6% | ||||||||||||||||
Maturity date | Feb. 11, 2023 | Feb. 23, 2024 | |||||||||||||||||
Maturity date, month and year | 2024-10 | 2023-03 | 2025-11 | ||||||||||||||||
Debt instrument maturity year | 2025 | ||||||||||||||||||
Interest rate | 8.94% | 4.50% | |||||||||||||||||
Notes Payable, Other Payables [Member] | JB Lease [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity start date month and year | 2019-09 | ||||||||||||||||||
Maturity end date month and year | 2024-08 | ||||||||||||||||||
Notes Payable, Other Payables [Member] | Minimum [Member] | JB Lease [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 3.90% | 3.90% | |||||||||||||||||
Notes Payable, Other Payables [Member] | Maximum [Member] | JB Lease [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 5.10% | 5.10% | |||||||||||||||||
Frinkle Equipment Notes [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 5.20% | 5.20% | |||||||||||||||||
Maturity date, month and year | 2020-05 | ||||||||||||||||||
Frinkle Equipment Notes [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 11.80% | 11.80% | |||||||||||||||||
Maturity date, month and year | 2025-09 |
Debt - Schedule of Debt (With R
Debt - Schedule of Debt (With Related Parties) (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2019 | Sep. 16, 2019 |
Debt Instrument [Line Items] | ||||
Less current portion | $ (36,405,000) | $ (33,164,000) | ||
Long-term debt, less current portion - related party | 342,000 | 4,023,000 | ||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||
Debt Instrument [Line Items] | ||||
Less current portion | (3,800,000) | (3,800,000) | ||
Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||
Debt Instrument [Line Items] | ||||
Less current portion | (4,000,000) | (4,000,000) | ||
Antara Financing Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 2,100,000 | $ 22,400,000 | ||
Less current portion | (19,400,000) | (18,700,000) | ||
Long Term Debt With Related Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 45,196,000 | 44,263,000 | ||
Debt issuance costs | (17,000) | (18,000) | ||
Debt discount | (8,432,000) | (7,058,000) | ||
Long-term debt, net | 36,747,000 | 37,187,000 | ||
Less current portion | (36,405,000) | (33,164,000) | ||
Long-term debt, less current portion - related party | 342,000 | 4,023,000 | ||
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 | |||
Long Term Debt With Related Parties [Member] | Bridge Loan and Executive Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 9,825,000 | |||
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] | Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 1,446,000 | 1,506,000 | ||
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 | 6,354,000 | 6,361,000 | ||
Long Term Debt With Related Parties [Member] | Notes Payable Acquired From Ritter [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 388,000 | 399,000 | ||
Long Term Debt With Related Parties [Member] | Antara Financing Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 19,383,000 | $ 18,697,000 |
Debt - Schedule of Debt (With_3
Debt - Schedule of Debt (With Related Parties) (Parenthetical) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||
Mar. 11, 2022 | Sep. 16, 2019 | Aug. 30, 2019 | Feb. 02, 2019 | Jun. 01, 2018 | Feb. 01, 2017 | Mar. 31, 2022 | Oct. 31, 2020 | Feb. 28, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2018 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | Oct. 31, 2019 | Sep. 30, 2019 | Aug. 31, 2018 | Aug. 08, 2018 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Current portion of long-term debt | $ 36,405,000 | $ 36,405,000 | $ 33,164,000 | |||||||||||||||||
(Loss) gain on extinguishment of debt | $ (5,318,000) | $ 534,000 | ||||||||||||||||||
Warrants to purchase shares of common stock | 52,304,758 | 52,304,758 | ||||||||||||||||||
Warrants, exercise price | $ 0.01 | $ 2.50 | ||||||||||||||||||
Fair Value Adjustment of Warrants | $ (11,049,000) | (3,107,000) | ||||||||||||||||||
Warrants issued | 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 | 7,925,000 | 7,925,000 | 500,000 | 1,500,000 | ||||||||||||||||
Warrants, exercise price | $ 2.50 | $ 0.01 | $ 2.50 | $ 0.01 | ||||||||||||||||
Warrants, terms | 10 years | |||||||||||||||||||
Warrants issued | 5,072,000 | |||||||||||||||||||
Executive Lenders [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt borrowed | $ 200,000 | |||||||||||||||||||
Executive Loans [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 14% | 14% | 14% | |||||||||||||||||
Debt borrowed | $ 800,000 | $ 800,000 | $ 800,000 | |||||||||||||||||
Senior Secured Loan and Executive Loan Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity date | May 31, 2022 | Jun. 03, 2022 | ||||||||||||||||||
Note payable maturity, description | a maturity date of the earlier of (i) demand by Antara Capital at any time prior to the date on which a collateral agent designated by Antara Capital has been granted a valid and enforceable, perfected, first priority lien on the collateral described in the Bridge Loan Agreement, subject only to permitted liens, on terms reasonably acceptable to Antara Capital, and (ii) May 31, 2022. | |||||||||||||||||||
Principle and interest payments | $ 0 | |||||||||||||||||||
Fair Value Adjustment of Warrants | $ 12,800,000 | |||||||||||||||||||
Senior Secured Loan and Executive Loan Agreement [Member] | Executive Lenders [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Warrants to purchase shares of common stock | 1,097,219 | |||||||||||||||||||
Warrants, exercise price | $ 0.01 | |||||||||||||||||||
Secured Convertible Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 200,000 | |||||||||||||||||||
(Loss) gain on extinguishment of debt | $ 200,000 | |||||||||||||||||||
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 | $ 19,400,000 | $ 19,400,000 | |||||||||||||||||
Interest rate | 12% | 14.50% | 14.50% | |||||||||||||||||
Maturity date | Sep. 16, 2022 | |||||||||||||||||||
Interest paid in kind rate | 14.50% | |||||||||||||||||||
Interest payable in cash rate | 12% | |||||||||||||||||||
Current portion of long-term debt | $ 19,400,000 | $ 19,400,000 | 18,700,000 | |||||||||||||||||
Debt borrowed | $ 22,400,000 | $ 2,100,000 | ||||||||||||||||||
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. | |||||||||||||||||||
Unamortized debt discount | $ 9,000,000 | 900,000 | $ 900,000 | 1,000,000 | ||||||||||||||||
Term Loan [Member] | Omnibus Amendment [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest paid in kind rate | 17% | |||||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 9,500,000 | |||||||||||||||||||
Interest rate | 1.50% | |||||||||||||||||||
Maturity date | Feb. 01, 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. | |||||||||||||||||||
Percentage of number common stock shares | 10% | |||||||||||||||||||
Conversion of minimum principal amount | 35,000,000 | $ 35,000,000 | ||||||||||||||||||
Unamortized debt discount | $ 0 | $ 0 | 5,800,000 | |||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock | 7,000,000 | |||||||||||||||||||
Bridge Loan and Executive Loans [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 14% | 14% | ||||||||||||||||||
Maturity date | Jun. 03, 2022 | |||||||||||||||||||
Principle and interest payments | $ 0 | |||||||||||||||||||
Bridge Loan and Executive Loans [Member] | Executive Loans [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 14% | |||||||||||||||||||
Debt borrowed | $ 800 | |||||||||||||||||||
Bridge Loan and Executive Loans [Member] | Senior Secured Loan and Executive Loan Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity date | May 31, 2022 | |||||||||||||||||||
Debt borrowed | $ 9,000,000 | |||||||||||||||||||
Note payable maturity, description | an original maturity date of the earlier of (i) demand by Antara Capital at any time prior to the date on which a collateral agent designated by Antara Capital has been granted a valid and enforceable, perfected, first priority lien on the collateral described in the Bridge Loan Agreement, subject only to permitted liens, on terms reasonably acceptable to Antara Capital, and (ii) May 31, 2022. | |||||||||||||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 3,800,000 | |||||||||||||||||||
Interest rate | 7.50% | |||||||||||||||||||
Maturity date, month and year | 2017-12 | |||||||||||||||||||
Current portion of long-term debt | $ 3,800,000 | $ 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. | |||||||||||||||||||
Default interest rate | 12.50% | |||||||||||||||||||
Principle and interest payments | $ 0 | |||||||||||||||||||
Unamortized debt discount | $ 100,000 | $ 100,000 | 100,000 | |||||||||||||||||
Warrants, terms | 5 years | 5 years | ||||||||||||||||||
Fair Value Adjustment of Warrants | $ 200,000 | |||||||||||||||||||
Debt instrument extended maturity month and year | 2019-07 | |||||||||||||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Class of warrant to purchase number of common stock | 350,000 | 350,000 | ||||||||||||||||||
Warrants, exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Maximum [Member] | Initial Public Offering [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Private offering of capital stock | $ 10,000,000 | |||||||||||||||||||
Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 7.50% | |||||||||||||||||||
Current portion of long-term debt | $ 4,000,000 | $ 4,000,000 | 4,000,000 | |||||||||||||||||
Principle and interest payments | $ 0 | |||||||||||||||||||
Unamortized debt discount | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||||
Promissory note | $ 4,000,000 | |||||||||||||||||||
Class of warrant or rights, exercisable term | 5 years | |||||||||||||||||||
Fair value of the warrants | $ 300,000 | |||||||||||||||||||
Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Warrants, exercise price | $ 0.01 | |||||||||||||||||||
Warrants issued | 350,000 | |||||||||||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 9% | |||||||||||||||||||
Warrants, exercise price | $ 2.50 | $ 2.50 | ||||||||||||||||||
Warrants, terms | 10 years | 10 years | ||||||||||||||||||
Secured convertible promissory notes | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||
Secured Convertible Promissory Notes [Member] | Executive Lenders [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt borrowed | 200,000 | 200,000 | ||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Senior Secured Loan and Executive Loan Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt borrowed | 9,000,000 | $ 9,000,000 | ||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Secured Convertible Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 200,000 | |||||||||||||||||||
(Loss) gain on extinguishment of debt | $ 200,000 | |||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Warrants issued | 1,602,000 | 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% | |||||||||||||||||||
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% | |||||||||||||||||||
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] | ||||||||||||||||||||
Principal amount | $ 6,400,000 | |||||||||||||||||||
Interest rate | 9% | |||||||||||||||||||
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 | |||||||||||||||||||
Debt instrument, date of first required payment | Jun. 01, 2019 | |||||||||||||||||||
Notes Payable Acquired From Ritter [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 7% | |||||||||||||||||||
Maturity date, month and year | 2028-12 |
Stockholders' Deficit and War_3
Stockholders' Deficit and Warrants - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2020 $ / shares shares | Sep. 30, 2019 USD ($) $ / shares shares | Mar. 31, 2022 Director $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Mar. 11, 2022 $ / shares shares | Mar. 31, 2021 $ / shares | Jan. 01, 2021 $ / shares | Oct. 19, 2020 $ / shares | Mar. 31, 2020 $ / shares shares | Feb. 29, 2020 $ / shares shares | |
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | ||||||||
Fair value of warrants | $ | $ 7.4 | |||||||||
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 | |||||||||
Fair value of the warrants | $ | $ 0.8 | |||||||||
Additional warrants to be issued | 1,000,000 | |||||||||
Warrants issued | 7,925,000 | |||||||||
Warrants to purchase number of common stock shares exchange rate | 0.01% | |||||||||
Issue of common shares | 1,500,000 | |||||||||
Warrants to purchase shares of common stock | 52,304,758 | |||||||||
Omnibus Amendment [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | $ 0.01 | |||||||
Additional warrants to be issued | 1,000,000 | |||||||||
Warrants issued | 5,072,000 | |||||||||
Warrants to purchase number of common stock shares exchange rate | 0.64% | |||||||||
Antara Capital [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||
Main Street Loan [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Minimum obligation to be repaid | $ | $ 25 | |||||||||
Main Street Loan [Member] | Omnibus Amendment [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Minimum obligation to be repaid | $ | $ 25 | |||||||||
Bridge Loan Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, voting rights | Under the Certificate of Designations, prior to a payment default under the Bridge Loan (a "Bridge Loan Triggering Event") and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of the Company's common stock as a single class on any matter presented to the holders of the Company's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Shareholder Matter"), and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Shareholder Matter plus 10. In addition, the Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stock holders’ voting or board-appointment rights under the Certificate of Designations will require the consent of holders of a majority of the then outstanding (the "Series C Majority") Series C Preferred Stock. | |||||||||
Bridge loan triggering event number of director to be elected or appointed to board | Director | 1 | |||||||||
Convertible Note Amendments [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||
Series C Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate, percentage | 5% | |||||||||
Preferred stock, liquidation preference per share | $ / shares | $ 1 | |||||||||
Preferred stock, redemption price per share | $ / shares | $ 1 | |||||||||
Series C Preferred Stock [Member] | Bridge Loan Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 1 | |||||||||
Series C Preferred Stock [Member] | Bridge Loan Agreement [Member] | Antara Capital [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 1 | |||||||||
Convertible Note Warrants [Member] | Convertible Note Amendments [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||
Warrants to purchase shares of common stock | 7,533,750 | |||||||||
Convertible Debt [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||
Convertible Debt [Member] | Convertible Note Amendments [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||
Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants issued | 4,375,000 | |||||||||
Warrant [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||
Antara Capital Warrant [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 2.50 | $ 2.50 | |||||||
Warrants issued | 500,000 | 3,250,000 | 3,650,000 | |||||||
Antara Capital Warrant [Member] | Bridge Loan Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants to purchase shares of common stock | 13,066,886 | |||||||||
EAF [Member] | Common Stock [Member] | Promissory Note Two [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||
Fair value of warrants | $ | $ 0.5 | |||||||||
Warrants issued | 350,000 | |||||||||
Danny Cuzick [Member] | Main Street Loan [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants to purchase common stock | 1,000,000 | |||||||||
Percentage of ownership interest contribution | 100% |
Stockholders' Deficit and War_4
Stockholders' Deficit and Warrants - Summary of Activity for Warrants Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 18,621,458 | 11,087,708 |
Number of Warrants, Exercisable | 18,621,458 | 11,087,708 |
Weighted Average Exercise Price, Outstanding | $ 1.42 | $ 2.37 |
Weighted Average Exercise Price, Exercisable | $ 1.42 | $ 2.37 |
Weighted Average Remaining Contractual Term, Outstanding | 6 years | 6 years 10 months 24 days |
Restatement Adjustment [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 29,088,886 | 16,022,000 |
Number of Warrants, Exercisable | 29,088,886 | 16,022,000 |
Weighted Average Exercise Price, Outstanding | $ 0.29 | $ 0.52 |
Weighted Average Exercise Price, Exercisable | $ 0.29 | $ 0.52 |
Weighted Average Remaining Contractual Term, Outstanding | 4 years 8 months 12 days | 4 years 9 months 18 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Oct. 19, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants issued | 7,925,000 | ||||
Warrants, exercise price | $ 0.01 | $ 2.50 | |||
Warrants [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0.2 | ||||
Contingent warrants issued | 750,000 | ||||
Warrants, exercise price | $ 2.50 | ||||
Warrants expiration period | 10 years | ||||
Description of warrant | the Company issued to an employee warrants to purchase 750,000 shares of the Company’s common stock. The warrants were issued with a 10-year life and an exercise price equal to the lesser of $2.50 per share and the price at which stock options were to be granted to the Company's officers in 2021. One-third (1/3) of the warrants vested and became exercisable on the grant date, one-third (1/3) vested and became exercisable on March 31, 2021, and one-third (1/3) vested and became exercisable on June 30, 2021. During the three months ended March 31, 2021, the Company recorded stock-based compensation expense of $0.2 million related to these warrants. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants, exercise price | $ 0.01 | $ 2.50 | ||
Fair Value Assets Level1 To Level2 Transfer Amount | $ 0 | |||
Fair Value Assets Level2 To Level1 Transfer Amount | 0 | |||
Fair value, assets, transfers into (out of) Level 3, amount | 0 | |||
Fair Value Liabilities Level1 To Level2 Transfer Amount | 0 | |||
Fair Value Liabilities Level2 To Level1 Transfer Amount | 0 | |||
Fair value, liabilities, transfers into (out of) Level 3, amount | $ 0 | |||
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 | |||
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 | $ 0.01 | |||
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 | $ 9,900,000 | $ 9,700,000 | ||
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 | 46,600,000 | 9,000,000 | ||
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 | $ 18,400,000 | $ 17,700,000 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative [Member] | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 1,513 | $ 2,278 |
Net change in fair value | (3,072) | (788) |
Ending balance | 4,585 | 1,490 |
Warrants [Member] | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 13,784 | 11,264 |
Issuances | 12,806 | |
Net change in fair value | (11,049) | (3,107) |
Ending balance | $ 15,541 | $ 8,157 |
Leases - Schedule of Balances R
Leases - Schedule of Balances Recorded in Condensed Consolidated Balance Sheet Related to Lease Arrangements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating leases | $ 8,440 | $ 7,155 |
Finance leases | 26,686 | 24,391 |
Liabilities | ||
Operating leases current | 3,156 | 3,045 |
Finance leases current | 6,866 | 4,448 |
Operating leases non-current | 5,120 | 4,114 |
Finance leases non-current | 21,278 | 21,790 |
Related Party Leases [Member] | ||
Assets | ||
Operating leases | 1,784 | 2,107 |
Liabilities | ||
Operating leases current | 569 | 840 |
Operating leases non-current | $ 1,093 | $ 1,125 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee Lease Description [Line Items] | ||
Lease Expiration Period | 2029-01 | |
Related Party Leases [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease costs | $ 0.4 | $ 0.4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
May 08, 2020 USD ($) | Oct. 11, 2018 USD ($) | Feb. 24, 2014 | Mar. 31, 2022 USD ($) Vendor | Dec. 31, 2021 USD ($) Vendor | Sep. 27, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
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 | $ 300,000 | $ 200,000 | |||||
Collateral deposit | $ 900,000 | ||||||
Letter of credit, description | EAF is required to provide financial security in the form of a letter of credit originally in the amount of $0.5 million, which amount may decrease annually during the term of the agreement and was equal to $0.2 million as of March 31, 2022 and December 31, 2021. | ||||||
Paycheck Protection Program Loan [Member] | |||||||
Other Commitments [Line Items] | |||||||
Loans demanding | $ 10,000,000 | ||||||
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 | $ 100,000 | ||||||
Incremental Natural Gas Facilities Agreement [Member] | Letter of Credit [Member] | |||||||
Other Commitments [Line Items] | |||||||
Principal amount | 500,000 | ||||||
Annual decrease in financial security | $ (200,000) | $ (200,000) | |||||
Subsequent Event [Member] | Sheehy Settlement Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Collateral deposit | $ 800,000 | ||||||
El Toro [Member] | |||||||
Other Commitments [Line Items] | |||||||
Loss contingency, damages awarded value | $ 200,000 |
Subsequent Events - Settlement
Subsequent Events - Settlement Agreement and Release - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 08, 2022 | Dec. 31, 2020 | Oct. 19, 2020 | |
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | 52,304,758 | ||||
Warrants, exercise price | $ 0.01 | $ 2.50 | |||
Change in fair value of warrant liabilities | $ (11,049) | $ (3,107) | |||
(Loss) gain on extinguishment of debt | $ (5,318) | $ 534 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 0.0001 |
Subsequent Events - Bridge Loan
Subsequent Events - Bridge Loan and Executive Loans - Additional Information (Details) - $ / shares | 3 Months Ended | |||||||||||||||||||||
Sep. 21, 2022 | Sep. 14, 2022 | Sep. 08, 2022 | Aug. 21, 2022 | Aug. 14, 2022 | Aug. 12, 2022 | Jul. 21, 2022 | Jul. 15, 2022 | Jul. 14, 2022 | Jul. 08, 2022 | Jul. 07, 2022 | Jul. 06, 2022 | Jun. 30, 2022 | Jun. 29, 2022 | Jun. 02, 2022 | May 31, 2022 | May 30, 2022 | Mar. 11, 2022 | Mar. 31, 2022 | Dec. 23, 2022 | Dec. 31, 2020 | Oct. 19, 2020 | |
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ 0.01 | $ 2.50 | ||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ 0.0001 | |||||||||||||||||||||
Antara [Member] | Series D Non-Participating Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Preferred stock par value | $ 0.0001 | |||||||||||||||||||||
Preferred stock voting capital stock percentage | 51% | |||||||||||||||||||||
Bridge Loan Agreement [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | May 31, 2022 | Jun. 03, 2022 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | Loan Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Jun. 30, 2022 | May 31, 2022 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | Second Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Jul. 08, 2022 | Jun. 30, 2022 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | Third Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Jul. 15, 2022 | Jul. 08, 2022 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | Fourth Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Aug. 15, 2022 | Jul. 15, 2022 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | Fifth Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Aug. 15, 2022 | Sep. 15, 2022 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | Sixth Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Sep. 15, 2022 | Dec. 29, 2023 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | CEOF[Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ 0.01 | |||||||||||||||||||||
Bridge Loan Agreement [Member] | Hudson Park[Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrants, exercise price | $ 0.0001 | |||||||||||||||||||||
Executive Loans [Member] | Loan Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Jun. 03, 2022 | Jul. 07, 2022 | ||||||||||||||||||||
Executive Loans [Member] | Second Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Jul. 07, 2022 | Jul. 15, 2022 | ||||||||||||||||||||
Executive Loans [Member] | Third Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Jul. 15, 2022 | Jul. 22, 2022 | ||||||||||||||||||||
Executive Loans [Member] | Fourth Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Jul. 22, 2022 | Aug. 22, 2022 | ||||||||||||||||||||
Executive Loans [Member] | Fifth Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Aug. 22, 2022 | Sep. 22, 2022 | ||||||||||||||||||||
Executive Loans [Member] | Sixth Extension Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Maturity date | Sep. 22, 2022 | Jan. 05, 2024 |
Subsequent Events - Securities
Subsequent Events - Securities Purchase Agreement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 08, 2022 | Oct. 25, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 |
Subsequent Event [Line Items] | ||||||
Warrants to purchase shares of common stock | 52,304,758 | |||||
Warrants, exercise price | $ 0.01 | $ 2.50 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants, exercise price | $ 0.0001 | |||||
Subsequent Event [Member] | Antara Capital Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of warrant to purchase number of common stock | 22,353,696 | |||||
Warrants to purchase shares of common stock | 22,353,696 | |||||
Warrants, exercise price | $ 0.0001 | |||||
Additional class of warrant to purchase number of common stock | 319,213,143 | |||||
Additional Warrants to Purchase Shares of Common Stock | 319,213,143 | |||||
Additional warrants, exercise price | $ 0.0001 | |||||
Common stock, par value | $ 0.0001 | |||||
Common stock, shares authorized | 100,000,000 | 600,000,000 | ||||
Class of warrant or rights, exercisable term | 5 years | |||||
Proceeds from issuance of warrants | $ 12.7 | |||||
Aggregate proceeds from issuance of warrants | 15.1 | |||||
Backstop commitment discount | 1.5 | |||||
Aggregate exercise price of warrants | $ 0.1 | |||||
Subsequent Event [Member] | Antara Capital Securities Purchase Agreement [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants to purchase shares of common stock fully diluted basis at purchase price | $ 0.53 | |||||
Subsequent Event [Member] | Antara Capital Securities Purchase Agreement [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants to purchase shares of common stock fully diluted basis at purchase price | $ 0.63 | |||||
Subsequent Event [Member] | Antara Capital Securities Purchase Agreement [Member] | Exchanging Creditors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of post-recapitalization transactions common stock on fully diluted basis | 10% | |||||
Subsequent Event [Member] | Antara Capital Securities Purchase Agreement [Member] | Members of Management and Critical Stakeholders [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of common stock on a pro-forma basis after giving effect to recapitalization transaction | 8% | |||||
Subsequent Event [Member] | Amended and Restated Limited Liability Company Operating Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase of preferred interest | $ 0.8 |
Subsequent Events - Creditor Ex
Subsequent Events - Creditor Exchange Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 08, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | Oct. 19, 2020 |
Subsequent Event [Line Items] | ||||
Warrants to purchase shares of common stock | 52,304,758 | |||
Warrants, exercise price | $ 0.01 | $ 2.50 | ||
Creditors exchanged promissory notes principal and accrued interest | $ 18.3 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants, exercise price | $ 0.0001 | |||
Subsequent Event [Member] | Creditor Exchange Agreements [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants, exercise price | $ 0.53 | |||
Payments to aggregate of exchange creditor | $ 0.1 | |||
Debt instrument term | 5 years | |||
Subsequent Event [Member] | Charter Amendment [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants, exercise price | $ 0.0001 | |||
Debt instrument term | 30 days | |||
Subsequent Event [Member] | Takeback Notes [Member] | Creditor Exchange Agreements [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase shares of common stock | 33,284,846 | |||
Warrants, exercise price | $ 0.53 | |||
Promissory notes aggregate principal amount | $ 3.7 | |||
Interest rate | 3% | |||
Maturity date | Sep. 08, 2027 |
Subsequent Events - Amended and
Subsequent Events - Amended and Restated Limited Liability Company Operating Agreement - Additional Information (Details) - Subsequent Event [Member] - Amended and Restated Limited Liability Company Operating Agreement [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 08, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||
Common membership interest rate | 99% | ||
Maximum amount of consolidated EBITDA subsidiaries | $ 9 | $ 6 | |
Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount outstanding stated maturity | $ 1 | ||
Aggregate principal amount outstanding subject to cute rights | $ 1 |
Subsequent Events - Amendment t
Subsequent Events - Amendment to Loan Agreement (Clean Energy) Additional Information (Details) - Thunder Ridge Transport, Inc. [Member] - USD ($) $ in Millions | 1 Months Ended | 8 Months Ended | |
Sep. 02, 2022 | Sep. 30, 2022 | Mar. 31, 2023 | |
Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Payments for transportation settlements on or before September 30, 2022 | $ 0.1 | ||
Payments for transportation settlements on or before February 28, 2023 | 0.1 | ||
Payments for transportation settlements on or before January 31, 2023 | 0.1 | ||
Payments for transportation settlements on or before December 31, 2022 | 0.3 | ||
Payments for transportation settlements on or before March 31, 2023 | $ 0.4 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Payments for transportation settlements on or before September 30, 2022 | $ 0.2 | ||
Payments for transportation settlements on or before November 30, 2022 | $ 0.1 | ||
Payments for transportation settlements on or before October 31, 2022 | 0.1 | ||
Payments for transportation settlements on or before December 31, 2022 | $ 0.1 |
Subsequent Events - Modificatio
Subsequent Events - Modifications to Leases and Debt - Additional Information (Details) - Subsequent Event [Member] $ in Millions | Sep. 14, 2022 USD ($) Agreement |
Subsequent Event [Line Items] | |
Number of Lease Agreement | 4 |
Number of debt agreement | 3 |
Supplemental lease agreement date | May 19, 2019 |
Total obligation | $ | $ 6.6 |
Subsequent Events - Antara Capi
Subsequent Events - Antara Capital Warrant Exercises - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 14, 2022 | Sep. 08, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Warrants to purchase shares of common stock | 52,304,758 | ||||||
Warrants, exercise price | $ 0.01 | $ 2.50 | |||||
Common stock, per share | $ 0.0001 | $ 0.0001 | |||||
Fair value of the warrants | $ 0.8 | ||||||
Antara Capital [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants, exercise price | $ 2.50 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants, exercise price | $ 0.0001 | ||||||
Subsequent Event [Member] | Antara Capital [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase shares of common stock | 19,317,489 | 3,500,000 | |||||
Class of warrant to purchase number of common stock | 341,566,839 | ||||||
Warrants, exercise price | $ 0.01 | $ 0.01 | |||||
Common stock, per share | $ 0.0001 | ||||||
Fair value of the warrants | $ 0.2 |
Subsequent Events - Sheehy Sett
Subsequent Events - Sheehy Settlement Agreement - Additional Information (Details) - USD ($) $ in Millions | Sep. 27, 2022 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||
Collateral deposit | $ 0.9 | |
Subsequent Event [Member] | Sheehy Settlement Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Service agreement amount terminated | $ 0.1 | |
Collateral deposit | 0.8 | |
SEI waived and agreed to not exercise amount | 1.2 | |
Receipt of multiple installment amount | $ 0.1 |
Subsequent Events - Amendments
Subsequent Events - Amendments to and Conversion of Secured Convertible Promissory Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 11, 2022 | Sep. 08, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | Oct. 19, 2020 |
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | 52,304,758 | ||||
Warrants, exercise price | $ 0.01 | $ 2.50 | |||
Creditors exchanged promissory notes principal and accrued interest | $ 18.3 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 0.0001 | ||||
Convertible Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 0.01 | ||||
Convertible Note Amendments [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | 0.01 | ||||
Convertible Note Amendments [Member] | Convertible Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants, exercise price | $ 0.01 | ||||
Convertible Note Amendments [Member] | Convertible Note Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants to purchase shares of common stock | 7,533,750 | ||||
Warrants, exercise price | $ 0.01 | ||||
Debt instrument term | 5 years |