Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Dec. 04, 2019 | |
Document and Entity Information [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, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 14,287,263 | |
Entity File Number | 000-54218 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 2,096,843 | $ 1,630,022 |
Accounts receivable-trade, net | 5,830,891 | 6,370,412 |
Accounts receivable - trade, related party | 40,571 | |
Alternative fuels tax credit receivable | 267,943 | 267,943 |
Prepaids and other current assets | 2,206,040 | 287,913 |
Due from related party | 402,058 | |
Total current assets | 10,803,775 | 8,596,861 |
Non-current assets | ||
Property, equipment and land, net | 25,380,022 | 7,603,862 |
Goodwill | 11,365,302 | 2,887,281 |
Intangibles, net | 5,612,158 | 3,036,739 |
Right-of-use-asset | 10,995,933 | |
Deposits and other long-term assets | 595,604 | 525,863 |
Total non-current assets | 53,949,019 | 14,053,745 |
Total assets | 64,752,794 | 22,650,606 |
Current liabilities | ||
Line-of-credit | 310,589 | 316,589 |
Accounts payable | 8,818,287 | 2,751,275 |
Accounts payable - related party | 428,217 | 337,345 |
Accrued expenses | 6,694,528 | 5,073,317 |
Accrued interest - related party | 1,095,103 | 922,471 |
Advances from related parties | 324,429 | 324,429 |
Factored receivable advances | 11,692,175 | 5,331,020 |
Current portion of long-term debt | 7,261,216 | 269,239 |
Current portion promissory note-stockholder | 2,770,506 | 2,386,778 |
Senior promissory note - related party | 3,800,000 | 3,800,000 |
Promissory note - related party | 4,000,000 | |
Subordinated convertible senior notes payable to stockholders | 75,000 | 75,000 |
Finance lease liabilities, current portion | 526,683 | |
Operating lease liabilities, current portion | 2,573,654 | |
Derivative liability | 11,243 | |
Total current liabilities | 50,370,387 | 21,598,706 |
Non-current liabilities | ||
Long-term debt, less current portion | 8,522,751 | 1,063,559 |
Promissory note - stockholder, less current portion | 6,417,966 | |
Promissory note - related party | 4,000,000 | |
Convertible promissory notes - related parties, less unamortized debt discount of $7,398,947 (March 31, 2019) and $7,495,295 (December 31, 2018) | 2,101,053 | 2,004,705 |
Secured convertible promissory notes, less unamortized debt discount of $499,475 (March 31, 2019) and $591,598 (December 31, 2018) and net of debt issuance costs of $349,991 (March 31, 2019) and $415,614 (December 31, 2018) | 3,217,674 | 3,032,418 |
Finance lease liabilities, less current portion | 568,090 | |
Operating lease liabilities, less current portion | 6,805,321 | |
Fuel discount advance | 975,296 | 977,698 |
Total non-current liabilities | 28,608,151 | 11,078,380 |
Total liabilities | 78,978,538 | 32,677,086 |
Commitments and contingencies (Note 10) | ||
Redeemable preferred stock | ||
Series A Redeemable Preferred stock, $0.0001 par value; 10,000,000 shares authorized, 100,000 issued and outstanding at March 31, 2019 and December 31, 2018, including accrued and undeclared dividends $23,227 (March 31, 2019) and $17,227 (December 31, 2018) liquidation preference $257,227 (March 31, 2019) and $251,227 (December 31, 2018) | 257,227 | 251,227 |
Stockholders' deficit | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,278,530 (March 31, 2019) and 2,258,530 (December 31, 2018) shares issued and outstanding | 228 | 226 |
Common stock subscribed and not yet issued, 3,540,000 (March 31, 2019) and 500,000 (December 31, 2018) | 3,515,800 | 415,000 |
Additional paid-in capital | 10,111,402 | 9,976,339 |
Accumulated deficit | (28,110,401) | (20,669,272) |
Total stockholders' deficit | (14,482,971) | (10,277,707) |
Total liabilities, redeemable preferred stock, and stockholders' deficit | $ 64,752,794 | $ 22,650,606 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Unamortized debt discount | $ 7,398,947 | $ 7,495,295 |
Net unamortized discount | 499,475 | 591,598 |
Debt issuance costs | $ 349,991 | $ 415,614 |
Series A redeemable preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A redeemable preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A redeemable preferred stock, shares issued | 100,000 | 100,000 |
Series A redeemable preferred stock, shares outstanding | 100,000 | 100,000 |
Accrued and undeclared dividends | $ 23,227 | $ 17,227 |
Series A redeemable preferred stock, liquidation preference | $ 257,227 | $ 251,227 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,278,530 | 2,258,530 |
Common stock, shares outstanding | 2,278,530 | 2,258,530 |
Common stock subscribed and not yet issued | 3,540,000 | 500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Trucking | $ 28,091,155 | |
CNG | 284,891 | 320,796 |
Total revenue | 28,376,046 | 320,796 |
Operating expenses | ||
Payroll, benefits and related | 12,995,994 | |
Purchased transportation | 6,196,167 | |
Fuel | 3,753,100 | |
Equipment rent | 2,848,441 | |
Maintenance and supplies | 2,003,104 | 22,137 |
General and administrative | 2,140,235 | 240,751 |
Insurance and claims | 1,142,560 | |
Operating supplies and expenses | 1,745,785 | |
Depreciation and amortization | 1,235,812 | 163,633 |
CNG expenses | 635,275 | 206,394 |
Total operating expenses | 34,696,473 | 632,915 |
Net operating loss | (6,320,427) | (312,119) |
Other (expense) income | ||
Interest | (1,114,702) | (369,342) |
Warrant expense | (34,719) | |
Realized and unrealized gain on derivative liability, net | 4,068 | |
Gain on extinguishment of related party interest | 157,330 | |
Gain on extinguishment of liabilities | 657,499 | |
Total other (expense) income | (1,114,702) | 414,836 |
Net (loss) income | (7,435,129) | 102,717 |
Accrued and undeclared preferred stock dividends | (6,000) | |
Net (loss) income available to common stockholders | $ (7,441,129) | $ 102,717 |
Basic and diluted weighted average common shares outstanding | 3,339,356 | 440,419 |
Basic and diluted (loss) income per common share | $ (2.23) | $ 0.23 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Common Stock | Common Stock Subscribed | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2017 | $ 43 | $ 1,299,980 | $ (14,075,353) | $ (12,775,330) | |
Beginning balance, shares at Dec. 31, 2017 | 429,308 | ||||
Issuance of common stock for cash | $ 100 | 2,499,900 | 2,500,000 | ||
Issuance of common stock for cash, shares | 1,000,000 | ||||
Fair value of warrants issued with stock | 34,719 | 34,719 | |||
Net loss | 102,717 | 102,717 | |||
Ending balance at Mar. 31, 2018 | $ 143 | 3,834,599 | (13,972,636) | (10,137,894) | |
Ending balance, shares at Mar. 31, 2018 | 1,429,308 | ||||
Beginning balance at Dec. 31, 2017 | $ 43 | 1,299,980 | (14,075,353) | (12,775,330) | |
Beginning balance, shares at Dec. 31, 2017 | 429,308 | ||||
Ending balance at Dec. 31, 2018 | $ 226 | $ 415,000 | 9,976,339 | (20,669,272) | (10,277,707) |
Ending balance, shares at Dec. 31, 2018 | 2,258,530 | 500,000 | |||
Accounts payable converted to common stock | $ 1 | 10,199 | 10,200 | ||
Accounts payable converted to common stock, shares | 10,000 | ||||
Common stock issued for services - related party | $ 1 | 24,999 | 25,000 | ||
Common stock issued for services - related party, Shares | 10,000 | ||||
Fair value of stock-based compensation | 86,262 | 86,262 | |||
Fair value of warrant-based compensation | 13,603 | 13,603 | |||
Fair value of common stock issued for the purchase of Sheehy Mail Contractors, Inc. | $ 2,284,800 | 2,284,800 | |||
Fair value of common stock issued for the purchase of Sheehy Mail Contractors, Inc, Shares | 2,240,000 | ||||
Fair value of common stock issued for the purchase of Ursa Major Corporation | $ 816,000 | 816,000 | |||
Fair value of common stock issued for the purchase of Ursa Major Corporation, Shares | 800,000 | ||||
Series A Redeemable preferred stock dividend | (6,000) | (6,000) | |||
Net loss | 7,435,129 | (7,435,129) | |||
Ending balance at Mar. 31, 2019 | $ 228 | $ 3,515,800 | $ 10,111,402 | $ 28,110,401 | $ (14,482,971) |
Ending balance, shares at Mar. 31, 2019 | 2,278,530 | 3,540,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net (loss) income | $ (7,435,129) | $ 102,717 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,235,812 | 163,633 |
Noncash lease expense | 749,349 | |
Gain on sale of assets | (5,667) | |
Gain on derivative liability | (11,243) | (16,259) |
Interest expense converted to secured convertible promissory notes | 27,510 | |
Interest expense converted to convertible promissory notes - related party | 12,946 | |
Accretion of debt discount | 188,471 | 117,175 |
Amortization of debt issuance costs | 65,623 | |
Stock option and warrant-based compensation | 99,865 | |
Common stock issued for services | 25,000 | |
Gain on conversion of accounts payable to common stock | (12,300) | |
Deferred rent | (2,206) | |
Bad debt expense (recovery) | 26,979 | (37,007) |
Realized loss on derivative liability | 6,096 | |
Warrant expense | 34,719 | |
Gain on extinguishments of related party interest | (157,330) | |
Gain on extinguishments of liabilities | (657,499) | |
Changes in assets and liabilities | ||
Accounts receivable - trade | 1,467,681 | 65,406 |
Accounts receivable - trade, related party | 40,571 | |
Alternative fuels tax credit receivable | 30,397 | |
Inventory | 347 | |
Other assets | 157,328 | (80,000) |
Accounts payable | (2,458,771) | (519,908) |
Accounts payable - related party | 90,872 | 22,507 |
Accrued expenses | (1,055,762) | (246,711) |
Operating lease liabilities | (749,349) | |
Accrued interest - related party | 172,632 | 104,875 |
Net cash used in operating activities | (7,350,131) | (1,086,499) |
Cash flows from investing activities | ||
Cash acquired from acquisition of Ursa and JB Lease | 3,742,892 | |
Cash paid for acquisition of JB Lease | (2,500,000) | |
Proceeds from sale of property and equipment | 186,000 | |
Right of use asset deposit | (400,000) | |
Purchase of assets | (18,477) | |
Net cash provided by investing activities | 1,010,415 | |
Cash flows from financing activities | ||
Line-of-credit, net | (6,000) | |
Advances from factoring | 6,361,155 | |
Payments on fuel advance | (2,402) | |
Payments on promissory note - stockholder | (28,306) | |
Proceeds from long-term debt | 4,901,690 | |
Payments of principal on long-term debt | (4,518,196) | (30,479) |
Payments on finance lease liability | (151,404) | |
Repayments to related party | (150,000) | |
Proceeds from promissory note - stockholder | 400,000 | |
Proceeds from sale of common stock | 2,500,000 | |
Net cash provided by financing activities | 6,806,537 | 2,469,521 |
Net increase in cash | 466,821 | 1,383,022 |
Cash - beginning of period | 1,630,022 | 83,867 |
Cash - end of period | 2,096,843 | 1,466,889 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 473,254 | 134,377 |
Supplemental disclosure of non-cash investing activities: | ||
Fair value of common stock issued for the purchase of Sheehy Mail Contractors, Inc. | 2,284,800 | |
Fair value of common stock issued for the purchase of Ursa Major Corporation | 816,000 | |
Debt issued for vehicles | 229,666 | |
Right-of-use asset | 4,380,571 | |
Operating lease liability | 4,238,772 | |
Debt issued for acquisition of JB Lease | 6,430,000 | |
Sale lease back | 198,444 | |
Common stock for settlement of accounts payable | $ 10,200 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 and Energy Services, Inc. ("EVO, Inc." or the "Company") is a holding company based in Peoria, Arizona, that owns eight operating subsidiaries: W.E. Graham Inc. ("Graham"), EVO Equipment Leasing, LLC ("Leasing"), Titan CNG, LLC ("Titan"), Thunder Ridge Transport, Inc. ("Thunder Ridge"), Ursa Major Corporation ("Ursa"), J.B. Lease Corporation ("JB Lease"), Sheehy Mail Contractors, Inc. ("Sheehy"), and Environmental Alternative Fuels, LLC ("EAF"), which are in the businesses of fulfilling United States Postal Service ("USPS") and corporate contracts for freight trucking services and compressed natural gas ("CNG") service stations. During the first quarter of 2019, the Company owned seven CNG stations located in California, Texas, Arizona, and Wisconsin. Of these stations, four were company operated, two were inactive, and one was operated by a third-party management company. The Company's two reportable segments are Trucking and CNG. The Company's non-reportable segments include support services that the Company's subsidiaries provide to customers (including repair and maintenance shop services and equipment leasing) as well as corporate expenses. Sheehy Acquisition On January 4, 2019, but effective January 2, 2019, the Company acquired all the outstanding equity interests of Sheehy. See Note 2 – Acquisition – Sheehy for more information regarding the Sheehy Acquisition. Ursa Acquisition On February 1, 2019, the Company acquired all the outstanding equity interests of Ursa and JB Lease. See Note 2 – Acquisition – Ursa and JB Lease for more information regarding the Ursa Acquisition. Going Concern The Company is an early stage company in the process of acquiring several businesses with highway contract routes operated for USPS and corporate customers. The Company also owns and operates CNG service stations. As of March 31, 2019, the Company has a working capital deficit of approximately $40 million, stockholders' deficit of approximately $14 million, and negative operating cash flows of $7.3 million for the three months ended March 31, 2019. Management anticipates rectifying these deficits with additional public and private offerings. Also, the Company is evaluating certain cash flow improvement measures including, consolidating costs with the acquired entities, the purchase of vehicles to reduce purchased transportation, and repricing contracts with USPS. However, there can be no assurance that the Company will be successful in these efforts. Further, for the three months ended March 31, 2019, USPS accounted for substantially all the Company's total consolidated revenues. The loss of USPS as a customer or a significant reduction in the Company's relationship with USPS would have a material adverse effect on the Company's business. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern for the next 12 months from the issuance of these condensed consolidated financial statements within the Company's Quarterly Report on Form 10-Q. However, the above conditions raise substantial doubt about the Company's ability to do so. The condensed 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 should the Company be unable to continue as a going concern for the next 12 months from the issuance of the unaudited condensed consolidated financial statements within the Company's Quarterly Report on Form 10-Q. To meet its current and future obligations, the Company has taken the following steps to capitalize the business and successfully achieve its business plan during 2019: ● Management is working with related party debt holders and equipment lenders to extend or convert existing debt. However, there can be no assurance that the Company will be successful in these efforts. ● During May 2019, the Company completed a private equity placement for approximately $11.4 million. The funds will be used in operations and acquisition of companies. ● During September 2019, the Company completed a financing for approximately $24.5 million. Substantially all of the funds from the financing were used to complete the Ritter acquisition as discussed in Note 13. The cash balance as of March 31, 2019 was $2,096,843. The cash balance, combined with funding received from equity and debt transactions occurring subsequent to March 31, 2019 (see Note 13 – Subsequent Events), Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. Principles of Consolidation The accompanying consolidated financial statements include the accounts of EVO, Inc. and its subsidiaries, JB Lease, Ursa, Sheehy, Graham, Leasing, Titan, Thunder Ridge and EAF, Titan's wholly owned subsidiaries, Titan El Toro LLC, Titan Diamond Bar LLC, and Titan Blaine, LLC, Thunder Ridge's wholly owned subsidiary, Thunder Ridge Logistics, LLC, and EAF's wholly owned subsidiary, EVO CNG, LLC. All intercompany accounts and transactions have been eliminated upon consolidation. Basis of Presentation The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to interim financial reporting guidelines and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company's management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included. These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on May 30, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods. Use of Estimates The preparation of condensed consolidated financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include amounts that are based on management's best estimates and judgments. The most significant estimates relate to revenue recognition, goodwill and long-lived intangible asset valuations, fixed-asset impairment assessments, debt discount, contingencies, valuations of stock consideration paid for acquisitions related to the Ursa, JB Lease and Sheehy, and going concern. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Recently Issued Accounting Pronouncements Accounting Pronouncement Adopted in 2019 In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02 – Leases (ASC Topic 842) Leases In July 2018, the FASB issued ASU 2018-11, Leases (ASC Topic 842): Targeted Improvements Adoption Method and Approach – Leases (ASC Topic 842) Practical Expedients – ● Lease Identification – ● Lease Classification – ● Initial Direct Costs – Adoption Date Impact – December 31, Opening Balance January 1 2018 Adjustments 2019 Assets Operating lease right-of-use assets $ - $ 4,380,571 $ 4,380,571 Favorable lease, net $ 141,799 $ (141,799 ) $ - Liabilities Operating lease liabilities $ - $ 4,238,772 $ 4,238,772 The required disclosures regarding the current period impact of adopting ASC Topic 842 on the condensed consolidated balance sheet are presented below: As Reported If Reported Effect of Assets Operating lease right-of-use assets $ 4,380,571 $ - $ 4,380,571 Liabilities Operating lease liabilities $ 4,238,772 $ - $ 4,238,772 In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting Equity - Equity-Based Payments to Non-Employees Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Fair Value Measurement In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, Reclassifications Certain amounts in the 2018 condensed consolidated financial statements have been reclassified to conform to the 2019 presentation. These reclassifications had no effect on previously reported results of operations or retained deficit. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Acquisition [Abstract] | |
Acquisitions | Note 2 - Acquisitions The acquisitions described below were each accounted for as business combinations, which require, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. The Company expects the acquisitions to increase the scale of operations and improve margins due to combined revenues and operations, which will produce operational synergies with the CNG stations and the freight trucking services, which is the basis for the acquisition and comprises the resulting recording of goodwill. In addition, the acquisitions expand the Company's geographic reach. Sheehy On January 4, 2019, but effective January 2, 2019, the Company acquired Sheehy. The Company acquired all the outstanding equity interests from the Sheehy stockholders in exchange for 2,240,000 shares of the Company's common stock. Sheehy is a trucking company based in Waterloo, Wisconsin, and was founded in 1968 to service multiple contracts with USPS dedicated to over-the-road transport of mail between cities throughout the Midwest. The Company also provides general freight contracting. With the acquisition, Sheehy became a wholly owned subsidiary of EVO, Inc. On January 4, 2019, Sheehy Enterprises, Inc. ("SEI"), a related party and Sheehy entered into an equipment lease agreement with an effective date of January 2, 2019 (the "Equipment Lease"), whereby SEI agreed to lease to Sheehy certain truck and trailer equipment owned by SEI. The Company paid $400,000 to SEI as an initial payment. The Company agreed to pay SEI an amount equal to $83,333 per month for 48 months. In connection with the Sheehy acquisition and the associated Lease Agreement, the Company issued a promissory note (the "Sheehy Note") in the principal amount of $400,000 to Sheehy Enterprises as an initial payment under the Lease Agreement. The Sheehy Note bears interest at the rate of 5.65% per annum and had an initial maturity date of March 3, 2019. The Sheehy Note provides for up to four automatic extensions of the maturity date of 30 days each, provided that the Sheehy Note is not in default as of the date of each extension. If the principal and accrued interest on the Sheehy Note are not repaid by the end of the final maturity date extension term, then the principal and accrued interest amount of the Sheehy Note will increase to $450,000 and the balance of the Sheehy Note will automatically convert into shares of the Company's common stock at a rate of $2.50 per share. As of the final maturity extension date, the principal amount of $400,000 was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $450,000. There also were intercompany receivables and payables due by and between EVO and certain entities owned by SEI shareholders (see Note 5 – Related Party Transactions – Due from Related Party) The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. Assets acquired Accounts receivable – trade $ 375,951 Accounts receivable - fuel tax credit 30,397 Prepaid expenses 464,462 Property and equipment 4,128,926 Other long-term assets 2,750 Due from related parties 252,058 Trade name 310,000 Customer relationships 410,000 Non-competition agreement 80,000 Goodwill 4,007,197 Total assets acquired 10,061,741 Liabilities assumed Accounts payable (2,907,594 ) Accrued expenses (1,182,468 ) Long-term debt (2,639,146 ) Finance lease (1,047,733 ) Total liabilities assumed (7,776,941 ) Net assets acquired $ 2,284,800 Consideration paid Fair value of 2,240,000 shares of common stock issuable $ 2,284,800 Total $ 2,284,800 The Company accounted for the acquisition as a business combination in accordance with FASB ASC Topic 805, Business Combinations. The amount of revenue and net loss from Sheehy included in the Company's condensed consolidated statement of operations for the period from January 2, 2019 to March 31, 2019 was $5,097,582 and $(2,018,622), respectively. The Company has evaluated the goodwill and determined no portion of the goodwill is deductible for income tax purposes. Ursa and JB Lease On February 1, 2019, the Company purchased all the outstanding interests in Ursa for 800,000 shares of the Company's common stock. In connection with the Ursa acquisition, Leasing acquired JB Lease, an affiliate of Ursa. As consideration for JB Lease, $2,500,000 in cash was paid to the stockholders, approximately $11,200,000 in existing JB Lease indebtedness was assumed, and a promissory note in the principal amount of $6,430,000 was issued to the stockholders (the "JB Lease Note") with a maturity date of August 2020. The JB Lease Note is interest-free until June 1, 2019 and is secured by 100% of the equity in Ursa and JB Lease. Beginning June 1, 2019, the JB Lease Note provides for monthly principal and interest payments of $50,000 and bears interest at a rate of 9% per annum, which interest is payable monthly in advance beginning June 1, 2019. Ursa is a national carrier specializing in contract transportation for USPS. Additionally, Ursa provides supply chain solutions for many local and national accounts. The Company operates coast to coast in the lower 48 states with the majority of its customers located in the Upper Midwest. JB Lease operates multiple truck service centers, which provide maintenance and repairs to outside fleet vehicles as well as its Company-owned fleet. The revenue producing truck centers operate under the name TruckServ with locations in Janesville and Waukesha, Wisconsin. The Company's corporate offices are located in Oak Creek, Wisconsin. With the acquisition, Ursa and JB Lease became wholly owned subsidiaries of EVO, Inc. and Leasing, respectively. The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. Assets acquired Cash $ 3,742,892 Account receivable – trade 579,188 Other short-term assets 1,646,343 Property and equipment 15,509,169 Trade name 1,300,000 Customer relationships 720,000 Non-competition agreement 80,000 Goodwill 4,470,824 Long-term assets 31,640 Total assets acquired 28,080,056 Liabilities assumed Accounts payable (5,640,689 ) Accrued expenses (1,494,505 ) Long-term debt (11,198,862 ) Total liabilities assumed (18,334,056 ) Net assets acquired $ 9,746,000 Consideration paid Fair value of 800,000 shares of common stock issuable $ 816,000 Cash 2,500,000 Promissory note 6,430,000 Total $ 9,746,000 The Company accounted for the acquisition as a business combination in accordance with the FASB ASC Topic 805, Business Combinations The Company engaged a third-party valuation specialist to determine the fair value of the Ursa and JB Lease intangible assets. The Company incurred a total of approximately $15,000 in transaction closing costs, which were expensed as incurred and included in general and administrative expenses in the condensed consolidated statement of operations during the three months ended March 31, 2019, respectively. The amount of revenue and net loss from Ursa and JB Lease included in the Company's condensed consolidated statement of operations for the period from February 1, 2019 to March 31, 2019 was $9,219,826 and $(931,345), respectively. The Company has evaluated the goodwill and determined no portion of the goodwill is deductible for income tax purposes. Thunder Ridge On June 1, 2018, pursuant to the Thunder Ridge Purchase Agreement, the Company acquired all the issued and outstanding shares of Thunder Ridge for total consideration of $2,915,000 as outlined below. Thunder Ridge is based in Springfield, Missouri, and is engaged in the business of fulfilling government contracts for freight trucking services and includes operations in Missouri, Kansas, Iowa, Tennessee, New York, Pennsylvania, Maryland, and Texas. With the acquisition, Thunder Ridge became a wholly owned subsidiary of EVO, Inc. As consideration for the Thunder Ridge shares, the Company issued a promissory note dated June 1, 2018 in the principal amount of $2,500,000 (the "TR Note"). The TR Note bears interest at 6% per year with a default interest rate of 9% per year and had an original maturity date of the earlier of (a) the date the Company raises $40,000,000 in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Billy (Trey) Peck's ("Peck") employment with the Company by the Company without cause or by Peck for good reason. The TR Note is secured by all the assets of Thunder Ridge pursuant to a security agreement dated June 1, 2018 between the Company, Thunder Ridge, and Peck and is also secured by the Thunder Ridge Shares ("TR Shares"). On December 26, 2018, the Company and Peck entered into an amendment to the Purchase Agreement (the "First Purchase Agreement Amendment"). The First Purchase Agreement Amendment extends the December 31, 2018 portion of the original maturity date to February 28, 2019. On February 28, 2019, the Company and Peck entered into another amendment to the Purchase Agreement (the "Second Purchase Agreement Amendment"). The Second Purchase Agreement Amendment extends the December 31, 2018 portion of the original maturity date to April 30, 2019. On April 30, 2019, the Company and Peck entered into a fourth amendment to the Purchase Agreement (the "Fourth Purchase Agreement Amendment"). The Fourth Purchase Agreement Amendment extended the April 30, 2019 portion of the original maturity date to June 30, 2019. The TR Note called for monthly principal payments of approximately $14,000. As of March 31, 2019, and December 31, 2018, the outstanding balance was $2,358,472 and $2,386,778, respectively. On August 30, 2019 the note was extended until November 2022. Effective with the extension, the Company paid Peck approximately $150,000 in principal and increased the monthly principal payments to $20,000. All accrued and unpaid interest will be due and payable on the maturity date. If the Company fails to repay the amounts outstanding under the TR Note on or before November 30, 2022, then at the option of Peck the Company shall immediately surrender all right, title and interest in all of the outstanding shares of stock in Thunder Ridge to Peck. As additional consideration for the TR Shares and pursuant to a subscription agreement with Peck, on June 1, 2018, the Company agreed to issue to Peck (a) 500,000 shares of common stock, par value $0.0001 per share ("Common Stock") (issued during May 2019) valued at $415,000. Further, Peck received warrants for employment to be issued upon the first anniversary: (i) a warrant to purchase 333,333 shares of common stock at an exercise price of $3.00 per share (the "$3.00 Warrant"), (ii) on the second anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $5.00 per share (the "$5.00 Warrant"), and (iii) on the third anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $7.00 per share (the "$7.00 Warrant," and together with the $3.00 Warrant and $5.00 Warrant, the ("Warrants"). The Company estimated the fair value of the warrants on the date of grant to be approximately $149,000. The Warrants are exercisable five years from the issuance date. The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. Assets acquired Accounts receivable – trade $ 2,061,514 Prepaids 160,436 Trade names 460,000 Non-competition agreement 40,000 Customer relationships 2,330,000 Goodwill 2,887,281 Property and equipment 207,734 Deposits and other long-term assets 205,113 Total assets acquired 8,352,078 Liabilities assumed Accounts payable (1,027,316 ) Accrued expenses (1,573,578 ) Factored receivable advance (1,230,679 ) Line of credit (421,739 ) Long-term debt (187,016 ) Fuel discount advance (996,750 ) Total liabilities assumed (5,437,078 ) Net assets acquired $ 2,915,000 Consideration paid Fair value of 500,000 shares of common stock issuable $ 415,000 Promissory note 2,500,000 Total $ 2,915,000 The Company has evaluated the goodwill and determined no portion of the goodwill is deductible for income tax purposes. The Company engaged a third-party valuation specialist to determine the fair value of the Thunder Ridge intangible assets. The Company incurred a total of approximately $50,000 in transaction closing costs, which were expensed as incurred and included in general and administrative expenses in the condensed consolidated statement of operations for the year ended December 31, 2018. W.E. Graham The Company purchased 100% of the outstanding member interests of Graham on November 18, 2018 for a $186,000 cash payment and a $300,000 note payable. This was an insignificant acquisition. Pro Forma Information The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business combinations had occurred on January 1, 2018. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time or that may result in the future. The following table does not include pro forma financial information for Graham, as historical results were not available and not considered material. For the For the 2019 2018 Revenue As reported $ 28,376,046 $ 320,796 Add pro forma adjustments: Sheehy - 6,427,484 Ursa and JB Lease 5,009,963 13,710,489 Thunder Ridge - 6,297,145 Pro forma revenue $ 33,386,009 $ 26,755,914 Net (loss) income As reported $ (7,435,129 ) $ 102,717 Add pro forma adjustments: Sheehy - (1,136,464 ) Ursa and JB Lease (102,726 ) (291,607 ) Thunder Ridge - (332,985 ) Pro forma net loss $ (7,537,855 ) $ (1,658,339 ) Net (loss) income attributable to common stockholders As reported $ (7,441,129 ) $ 102,717 Pro forma $ (7,543,855 ) $ (1,681,059 ) Basic and diluted weighted-average common shares outstanding 3,339,356 440,419 Basic and diluted (loss) income per common share, as reported $ (2.23 ) $ 0.23 Basic and diluted loss per common share, pro forma $ (2.26 ) $ (3.82 ) |
Balance Sheet Disclosures
Balance Sheet Disclosures | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Disclosures [Abstract] | |
Balance Sheet Disclosures | Note 3 - Balance Sheet Disclosures Accounts receivable – trade, net are summarized as follows: March 31, December 31, 2019 2018 (Unaudited) Accounts receivable – trade $ 5,857,870 $ 6,370,412 Allowance for doubtful accounts (26,979 ) - $ 5,830,891 $ 6,370,412 Property, equipment, and land are summarized as follows: March 31, December 31, 2019 2018 (Unaudited) Tractors, trailers, and other vehicles $ 15,610,298 $ 377,896 Equipment 6,267,854 3,329,893 Buildings 3,849,312 3,849,312 Land 975,899 975,899 Leasehold improvements 262,485 - Office equipment 227,020 - Computer equipment 39,609 37,627 27,232,477 8,570,627 Less accumulated depreciation (1,852,455 ) (966,765 ) $ 25,380,022 $ 7,603,862 Depreciation expense for the three months ended March 31, 2019 and 2018 was $891,358 and $121,528, respectively. Goodwill consists of the following: March 31, December 31, 2019 2018 (Unaudited) Beginning goodwill $ 2,887,281 $ - Additions: Sheehy acquisition 4,007,197 - Ursa and JB Lease acquisition 4,470,824 - Thunder Ridge acquisition - 2,887,281 $ 11,365,302 $ 2,887,281 Intangible assets consist of the following: March 31, December 31, 2019 2018 (Unaudited) Customer list $ 3,873,730 $ 2,743,730 Trade names 2,156,000 546,000 Favorable leases - 307,000 Non-compete agreement 200,000 40,000 6,229,730 3,636,730 Less amortization (617,572 ) (599,991 ) $ 5,612,158 $ 3,036,739 Amortization expense for the three months ended March 31, 2019 and 2018 was $182,782 and $42,105, respectively. Future amortization expense will be approximately as follows: 2019 $ 741,000 2020 912,000 2021 748,000 2022 748,000 2023 748,000 Thereafter 1,715,000 $ 5,612,000 The favorable lease and accumulated amortization were reclassified with the adoption of ASC 842 into right-of -use asset. Accrued expenses consist of the following: March 31, December 31, 2019 2018 (Unaudited) Compensation, related taxes, and benefits $ 2,623,939 $ 1,344,046 Purchased transportation 1,690,668 2,187,616 Credit cards 695,785 584,746 Professional fees 621,045 250,000 CNG expenses 450.000 - Federal alternative fuels tax credit 271,607 242,725 Interest 216,595 137,597 Operating expenses 86,492 80,573 Excise taxes 38,397 5,273 Regulatory fees - 233,279 Deferred rent - 7,462 $ 6,694,528 $ 5,073,317 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 4 - Segment Reporting The Company's two reportable segments are Trucking and CNG Fueling Stations. Trucking. CNG Fueling Stations. In determining its reportable segments, the Company's management focuses on financial information, such as operating revenue, operating expense categories, operating ratios, and operating income as well as on key operating statistics to make operating decisions. The trucking segment includes $11,365,302 of goodwill in the three months ended March 31, 2019. The following tables summarize operating activities by segment. For the Three Months Ended March 31, 2019 Trucking CNG Fueling Stations Corporate and Unallocated Total Total revenues $ 28,091,155 $ 284,891 $ - $ 28,376,046 Operating expenses (31,474,491 ) (686,932 ) (1,299,238 ) (33.460,661 ) Depreciation and amortization (1,092,278 ) (141,090 ) (2,444 ) (1,235,812 ) Interest and other (expense) income, net (520,965 ) (14,867 ) (578,870 ) (1,114,702 ) Net loss $ (4,996,579 ) $ (557,998 ) $ (1,880,552 ) $ (7,435,129 ) For the Three Months Ended March 31, 2018 Trucking CNG Fueling Stations Corporate and Unallocated Total Total revenues $ - $ 320,796 $ - $ 320,796 Operating expenses - (206,394 ) (262,888 ) (469,282 ) Depreciation and amortization - (163,633 ) - (163,633 ) Interest and other (expense) income, net - 818,897 (404,061 ) 414,836 Net income (loss) $ - $ 769,666 $ (666,949 ) $ 102,717 For the three months ended March 31, 2019 and 2018, the revenues from one customer accounted for approximately 99% and 0%, respectively, of total consolidated revenues. The following tables summarize total assets by segment: As of March 31, 2019 Trucking CNG Fueling Stations Corporate and Unallocated Total Property, equipment, and land, net $ 18,020,014 $ 7,132,786 $ 227,222 $ 25,380,022 Goodwill 11,365,302 - - 11,365,302 Intangibles 5,612,158 - - 5,612,158 Right of use asset 10,664,554 141,799 189,580 10,995,933 Other assets 10,446,183 940,880 12,316 11,399,379 Total assets $ 56,108,211 $ 8,215,465 $ 429,118 $ 64,752,794 As of December 31, 2018 Trucking CNG Fueling Stations Corporate and Unallocated Total Property, equipment, and land, net $ 349,549 $ 7,254,313 $ - $ 7,603,862 Goodwill 2,887,281 2,887,281 Intangibles 2,894,940 141,799 - 3,036,739 Right of use asset - - - - Other assets 7,929,703 1,187,947 5,074 9,122,724 Total assets $ 14,061,473 $ 8,584,059 $ 5,074 $ 22,650,606 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Accounts Payable - Related Party The Company's accounts payable - related party consist of guaranteed payments and expense reimbursement to members and purchased technology from an entity owned by an officer of the Company. Accounts payable - related party was $428,217 and $337,345 as of March 31, 2019 and December 31, 2018, respectively. On April 1, 2019, the Company issued 117,092 shares of common stock to settle the Separation Agreement with a former officer. The settlement included reimbursement of the $37,500 of advances and approximately $300,000 of the accounts payable - related party. During the three months ended March 31, 2019, the Company purchased software technology for operations from an entity owned by an officer of the Company and recognized expense of approximately $121,000. Due from Related Party The related party balances as of January 2, 2019 were acquired as part of the Sheehy acquisition (see Note 2 – Acquisitions – Sheehy March 31, January 2, 2019 2019 (Unaudited) (Unaudited) Sheehy Enterprises Inc. $ (374,890 ) $ (439,890 ) North American Dispatch Systems 776,948 776,948 Stockholder - (85,000 ) $ 402,058 $ 252,058 On November 18, 2019, and pursuant to the Intercompany Agreement, the Company assigned $374,890 of the NADS receivable balance to SEI as full payment of the SEI payable. The remaining NADS receivable of $402,058 was assigned to SEI as a partial payment of the Sheehy Note (See Note 2 – Acquisitions – Sheehy Advances from Related Party As of March 31, 2019 and December 31, 2018, advances from EAF member were $324,429 to the Company. Accounts Receivable – Related Party The Company sold an immaterial amount of CNG to an officer's company. As of March 31, 2019 and December 31, 2018, accounts receivable – related party was $0 and $40,571, 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 $1,095,103 and $922,471 as of March 31, 2019 and December 31, 2018, respectively. Off Balance Sheet Arrangements - Collateral Security Pledge Agreement On January 31, 2019, the Company entered into a Collateral Security Pledge Agreement with SEI to satisfy the Sheehy captive insurance security deposit requirement for 2019 (see Note 11 - Commitments and Contingencies - Off Balance Sheet Arrangements - Captive Insurance For further information regarding related-party transactions, see Note 2 for acquisitions. In addition, the Company entered into multiple related-party transactions as described in Notes 8, 9, and 10. |
Factoring
Factoring | 3 Months Ended |
Mar. 31, 2019 | |
Factoring Arrangements [Abstract] | |
Factoring | Note 6 - Factoring The Company entered into an accounts receivable factoring arrangement with a financial institution (the "Factor"), which has been extended to February 18, 2021. Pursuant to the terms of the agreement, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a recourse basis for credit-approved accounts. The Factor remits 95% of the accounts receivable balance to the Company (the "Advance Amount") with the remaining balance, less fees to be forwarded once the Factor collects the full accounts receivable balance from the customer. Financing costs are comprised of an interest rate of Prime plus 3.75% plus a factor fee of 0.85% of the face amount of the invoice factored based upon number of days the Advance Amount remains outstanding. Interest and factoring costs are included in interest expense. Total interest and financing fees for factored receivables for the three months ended March 31, 2019 and 2018, were $308,779 and $0, respectively. The fees are included in interest expense in the condensed consolidated statement of operations. |
Line-of-Credit
Line-of-Credit | 3 Months Ended |
Mar. 31, 2019 | |
Line of Credit [Abstract] | |
Line-of-Credit | Note 7 - Line-of-Credit The Company had two line-of-credit agreements with a bank that provided for a borrowing capacity of $421,738. Amounts outstanding bear interest at 6.75% and are secured by equipment. As of March 31, 2019 and December 31, 2018, the outstanding balance was $310,589 and $316,589, respectively. During October 2018, the Company paid the $100,000 line-of-credit in full and extended the $321,739 line-of-credit's maturity to April 2019. During April 2019 the line-of-credit was paid in full. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 8 - Long-Term Debt Long-term debt consists of: March 31, December 31, 2019 2018 (Unaudited) $1,300,000 SBA note payable issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. The note requires monthly principal and interest payments of $15,288. 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. The note is a co-borrower arrangement between Titan and Titan El Toro, LLC with the proceeds received by Titan El Toro, LLC. In 2016, the Company issued 35,491 units (equivalent to 31,203 common shares) to those members as compensation for the guarantee. The Company was not in compliance with the financial ratio covenants at December 31, 2018. Subsequent to year-end, the financial ratio covenants were waived for 2018 and eliminated for all future periods. $ 917,596 $ 950,582 Four promissory notes with an aggregate of $9,500,000 to the former EAF members with interest at 1.5%, issued February 1, 2017, and mature February 1, 2026. These convertible promissory notes are secured by substantially all the assets of EAF. The Company imputed an interest rate of 12.8% on the promissory notes. The discount is accreted over the period from the date of the amendment, October 24, 2018, to the date the promissory notes are due using the effective interest rate method. As of March 31, 2019 and December 31, 2018, the debt discount was $7,398,947 and $7,495,295, respectively. As amended during 2018, the debt is convertible into a fixed amount of 7,000,000 shares of common stock. 9,500,000 9,500,000 One subordinated senior note payable to a stockholder with interest at 16% and maturity during October 2017. The note is in default as of March 31, 2019 and due on demand. 75,000 75,000 $3,800,000 senior promissory note issued on February 1, 2017, to a former EAF member with interest at 7.5% and default interest of 12.5% per annum, an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million; or (c) an event of default. During April 2018, the promissory note's maturity date was extended to July 2019. The senior promissory note is unsecured. During September 2019 the senior promissory note was extended to November 2022 and is subordinated to the lender pursuant to a loan financing agreement No principal and interest payments are due until maturity. 3,800,000 3,800,000 $4,000,000 promissory note issued on February 1, 2017, to a former EAF member with interest at 7.5%, with maturity during February 2020. The note is guaranteed by substantially all the assets of EAF and the Company. No principal and interest payments are due until maturity. During September 2019 the senior promissory note was extended to November 2022 and is subordinated to the lender pursuant to a loan financing agreement No principal and interest payments are due until maturity. 4,000,000 4,000,000 March 31, December 31, (Unaudited) $4,005,000 Secured Convertible Promissory Notes ("Secured Convertible Notes") issued during August 2018. The Company paid debt issuance costs of $524,987 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 their discretion, to add accrued interest in lieu of payment to the principal balance of the Secured Convertible Notes on the first day of each calendar quarter. The Secured Convertible Notes may not be prepaid prior to the first anniversary of the date of issuance, but may be prepaid without penalty after the first anniversary of the date of issuance. The Secured Convertible Notes also provide that the Company will prepare and file with the SEC, as promptly as reasonably practical following the issuance date of the Secured Convertible Notes, but in no event later than 45 days following the issuance date, a registration statement on Form S-1 (the "Registration Statement") covering the resale of the common stock and the warrant shares and as soon as reasonably practical thereafter to effect such registration. The Company will be required to pay liquidated damages of 1% of the outstanding principal amount of the Secured Convertible Notes each 30 days if the Registration Statement is not declared effective by the SEC within 180 days of the filing date of the Registration Statement. Payments for liquidation damages began during August 2019. 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 $747,223, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates, and the assumption of no dividends. As of March 31, 2019 and December 31, 2018, the unamortized debt discount was $499,475 and $591,598, respectively, and the unamortized debt issuance costs were $349,991 and $415,614, respectively. For the three months ended March 31, 2019 $27,510 of interest was added to the principal balance. 4,067,140 4,039,630 $2,500,000 promissory note - stockholder issued June 1, 2018, with interest at 6% and a maturity date of the earlier of (a) the date the Company raises $40,000,000 in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Peck's employment with the Company by the Company without cause or by Peck for good reason. The note is collateralized by all the assets of Thunder Ridge. On December 26, 2018, the maturity date was extended to February 28, 2019. On February 28, 2019, the maturity date was further extended to April 30, 2019. On April 30, 2019, the maturity date was again extended to June 30, 2019. The note called for monthly principal payments of approximately $14,000. On August 30, 2019 the note was extended until November 2022. Effective with the extension the Company paid Peck approximately $164,000 in principal and increased the monthly principal payments to $20,000. All accrued and unpaid interest will be due and payable on the maturity date. 2,358,472 2,386,778 March 31, December 31, 2019 2018 (Unaudited) $300,000 note payable issued during November 2018, with interest at 3% and a maturity date of October 2022. The note calls for quarterly principal payments on January, April, July, and October 1st of $18,750 plus the related accrued interest. 262,508 281,250 Three notes payable to banks acquired from Thunder Ridge with interest ranging from 2.99% to 6.92%, with monthly payments of principal and interest in aggregate of $2,633, and maturity dates between September 2020 and January 2023. The notes are collateralized by equipment. 91,606 100,966 Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $1,000,000 was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5% and is collateralized by substantially all of Thunder Ridge's assets. As Thunder Ridge purchases fuel from the supplier's station, Thunder Ridge reduces its fuel advance liability by $0.25 per gallon. Purchases made during the three months ended March 31, 2019 and 2018, were nominal. With the Thunder Ridge acquisition, the maturity date was extended from December 31, 2018 to June 2021. 975,296 977,698 $6,430,000 promissory note - stockholder issued February 2, 2019, with interest at 9% and a maturity date of August 31, 2020. The note is collateralized by all the assets of Ursa and JB Lease. Principal and interest payments commence June 1, 2019 in equal monthly installments of $50,000 with a final payment of $6,400,000. On August 30, 2019, the note was extended to November 2022. 6,430,000 - $400,000 promissory note - stockholder issued January 2, 2019, with interest at 5.65% with maturity within 60 days of issuance. The note automatically renews a maximum of four times for 30 days. If the renewals have been exhausted, the note will increase in value to $450,000 and convert to shares of common stock at $2.50 per share. As of the final maturity extension date, the principal amount of $400,000 was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $450,000. On November 18, 2019, the Sheehy Note and all accrued interest was deemed to be paid in full under the terms of the Intercompany Agreement (See Note 5 - Related Party Transactions – Due from Related Party) 400,000 - Various notes payable acquired from JB Lease to multiple lenders with interest rates ranging from 3.9% to 5.1%. The notes call for monthly principal payments ranging from $365 to $28,756 and interest payments and maturity dates ranging from September 2019 to August 2024. These notes are collateralized by transportation equipment and guaranteed by the stockholders of the Company. JB Lease is currently out of compliance with the loan covenants associated with the bank loans and has classified the related balances as current. 7,277,178 - $800,000 note payable to a financing company issued February 11, 2019, with interest at 10.2% and a maturity date of February 11, 2023. The note is collateralized by certain equipment and guaranteed by a member of management. The note requires principal and interest payments in equal monthly installments of $19,566, with the final payment of $48,000. 800,000 - $275,215 note payable to a financing company issued January 22, 2019, with interest at 10.6% and a maturity date of January 22, 2023. The note is collateralized by certain equipment and guaranteed by certain members of management. Principal and interest payments in equal monthly installments of $6,785 with the final payment of $16,513. 257,126 - March 31, December 31, 2019 2018 (Unaudited) $3,826,475, note payable to a financing company issued January 23, 2019, with interest at 10.1% and a maturity date of February 23, 2024. The note is collateralized by certain equipment and guaranteed by certain members of management. The note requires principal and interest payments in equal monthly installments of $78,507 with the final payment of $229,589. 3,637,421 - Equipment notes payable acquired from Sheehy to various financing companies. The notes have maturity dates varying from June 2020 to August 2020. Monthly payments ranging from $29,867 to $30,525. Interest rates range from 3.1% to 4.1%. The notes are guaranteed by stockholders and secured by the equipment and a general business security interest. 1,427,103 - Notes payable to a bank acquired from Sheehy with interest of 4.35% to 4.375%. The notes call for monthly principal and interest payments ranging from $2,391 to $10,189, with final payments of $130,701 to $246,771. The notes mature between September 2020 and December 2021 and are collateralized by substantially all assets of the Company. The notes are subject to certain restrictive covenants. The Company was not in compliance with the financial ratio covenants at March 31, 2019. 912,312 - $229,666 note payable with a financing company issued during February 2019, with interest at 8.94% and a maturity date during March 2023. The note is collateralized by certain equipment. The note requires principal and interest payments in equal monthly installments of $5,059. 201,117 - 47,389,875 26,111,904 Debt issuance cost (349,991 ) (415,614 ) Debt discount (7,898,422 ) (8,086,893 ) 39,141,462 17,609,397 Less current portion (17,906,722 (6,531,017 ) $ 21,234,740 $ 11,078,380 Maturities of long-term obligations are as follows: Related Party Notes Other Notes Total 2019 remaining $ 10,570,506 $ 7,336,216 $ 17,906,722 2020 6,417,966 2,923,601 9,341,567 2021 - 7,391,802 7,391,802 2022 - 1,497,179 1,497,179 2023 - 1,752,605 1,752,605 Thereafter 9,500,000 - 9,500,000 $ 26,488,472 $ 20,901,403 $ 47,389,875 During September 2019 $7,800,000 of debt obligations, due on demand and through August 2020 were subordinated and extended to November 2022 pursuant to Antara Financing Agreement as discussed in Note 13. Amortization of debt issuance and debt discount costs are as follows: Debt Issuance Debt Discount Total 2019 $ 196,870 $ 610,530 $ 807,400 2020 153,121 767,744 920,865 2021 - 710,486 710,486 2022 - 918,205 918,205 2023 - 1,186,655 1,186,655 Thereafter - 3,704,802 3,704,802 $ 349,991 $ 7,898,422 $ 8,248,413 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 9 - Stockholders' Deficit On March 2, 2018, the Company issued 1,000,000 Units (the "Units") at a price of $2.50 per Unit for an aggregate purchase price of $2,500,000 pursuant to the terms of a subscription agreement between the Company and an investor. Each Unit consists of (i) one share of the Company's common stock, and (ii) a detachable warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company estimated the fair value of the warrants to be approximately $393,356 through the Black-Scholes Pricing Model, calculated with a ten-year term; 65% volatility; 2.94% discount rate and the assumption of no dividends. The Company did not pay any commissions in connection with the sale of these Units. During March 2018, the Company entered into a Share Escrow Agreement (the "Escrow Agreement") with certain of the Company's stockholders, including entities affiliated with a director of the Company, and the Company's former president. Pursuant to the terms of the Escrow Agreement, the stockholders party to the agreement placed an aggregate of 240,000 shares of Common Stock in escrow, to be held by the Company until such time as one or more third parties offer to purchase the escrowed shares and the Company approves such purchase or purchases. Seventy-five percent of the proceeds of the sale or sales of the escrowed shares will be paid to the Company and will be used by the Company first to repay any amounts outstanding under the SBA loan, and the remaining 25% of the proceeds will be paid pro rata to the stockholders party to the Escrow Agreement. In connection with the Escrow Agreement, the Company issued 240,000 warrants to purchase common stock to the stockholders party to the Escrow Agreement, which warrants have an exercise price of $6.11 per share and are exercisable for a period of five years. The Company estimated the value of the warrants to be $9,179 through the Black-Scholes Pricing Model calculated with a five-year term; 49% volatility; 2.85% discount rate, and the assumption of no dividends. On October 9, 2017, management of the Company terminated the employment of the Company's president. In connection with his termination, the Company and former president entered into a Mutual Separation Agreement dated October 9, 2017 (the "Separation Agreement"). Pursuant to the Separation Agreement, the Company and former president agreed that (i) his last day of employment with the Company was October 9, 2017, (ii) he will be paid an aggregate of $97,069 within ten business days after the Company raises an aggregate of $2 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction of $240,276 of deferred compensation, the Company will issue 89,092 shares of its common stock within ten business days after the Company raises an aggregate of $2 million in any combination of public or private debt or equity securities offerings. The $97,069 payment had not been rendered and the stock had not been issued as of March 31, 2019. The balances are included in accounts payable – related party. On April 1, 2019, the Company issued 117,092 shares of common stock to settle the Separation Agreement with the former president. The settlement included $37,500 of advances from a related party and approximately $300,000 for accounts payable - related party. Common Stock Subscribed As of March 31, 2019, and December 31, 2018, the Company agreed to issue 500,000, 2,240,000 and 800,000 shares of common stock pursuant to the Thunder Ridge, Sheehy, and Ursa acquisitions. Subsequent to March 31, 2019, the Thunder Ridge, Sheehy, and Ursa common stock was issued for a total of 3,540,000 shares. Series A Preferred Stock On April 13, 2018, the Company issued 100,000 shares of Series A Preferred stock containing 15:1 voting rights to a related party for advisory services rendered to the Company. The fair value of the services rendered was assessed at $234,000. Dividends Generally, the holders of the Preferred Stock are entitled to receive if, when, and as declared by the Board of Directors, an annual non-compounding dividend, payable at the rate of 8% and payable quarterly in arrears in cash, or, at the Company's option, an annual non-compounding dividend of 12%, payable quarterly in arrears in the form of shares of Preferred Stock at a rate of $3.00 per share. Such dividends begin to accrue as of the date on which the Preferred Stock is issued and will accrue whether declared and whether there are funds legally available for the payment of dividends. As of March 31, 2019 and December 31, 2018, the Company accrued $23,227 and $17,227, respectively, in dividends. Accrued and unpaid dividends upon conversion will automatically be converted into shares of the Company's common stock, par value $0.0001 per share. An assumed value of $3.00 per share of common stock will be used to determine the number of shares of common stock to be issued for such accrued and unpaid dividends. Liquidation Preference In the event of any liquidation, the holders of record of shares of Preferred Stock will be entitled to receive, prior and in preference to any distributions of any assets of the Company to the holders of the common stock out of the assets of the Company legally available therefore, $3.00 per share of Preferred Stock, plus accrued and unpaid dividends on each share of Preferred Stock (liquidation price). Redemption At the option of the holder and upon written notice to the Company, the Preferred Stock is redeemable at any time after August 1, 2018, at the liquidation price at $3.00 per share, plus all declared and unpaid dividends. In addition, the Company has an ongoing right to purchase all or any portion of the outstanding shares of the Preferred Stock. The redemption rights require the Company to present the Preferred Stock in the mezzanine level of the accompanying balance sheet. Voting Rights Generally, holders of shares of Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters submitted to a vote of the stockholders and are entitled to 15 votes for each share of Preferred Stock held on the record date for the determination of the stockholders entitled to vote or, if no record date is established, on the date the vote is taken. Conversion Rights Each share of Preferred Stock will convert to one fully paid and non-assessable share of the Company's common stock at any time at the option of the holder or the Company, subject to adjustments for stock dividends, splits, combinations, and similar events. If the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds $6.00 per share for 30 consecutive trading days and the daily trading volume of the common stock is at least 20,000 shares for that same period, each share of Preferred Stock will automatically convert to one share of the Company's common stock. Stock Options On April 12, 2018, the Company's Board of Directors approved the EVO Transportation and Energy Services, Inc. 2018 Stock Incentive Plan (the "2018 Plan") pursuant to which a total of 4,250,000 shares of common stock have been reserved for issuance to eligible employees, consultants, and directors of the Company. Further, on August 13, 2018, the Board of Directors approved the Company's Amended and Restated 2018 Stock Incentive Plan (the "Amended 2018 Plan"), which amends and restates the Company's 2018 Stock Incentive Plan. The Amended 2018 Plan increased options available for grant to 6,250,000. As of March 31, 2019, there were 1,430,750 shares reserved for grant. Subsequently, a total of 1,650,000 options were granted which resulted in the total number of options granted exceeding the number of options available under the Amended 2018 Plan. The Company and the Board of Directors intend to increase the number of available options so it exceeds the number of options which have been granted. The Amended 2018 Plan provides for awards of non-statutory stock options, incentive stock options, and restrictive stock awards within the meaning of Section 422 of the Internal Revenue Code (the "Code") and stock purchase rights to purchase shares of the Company's common stock. The Amended 2018 Plan is administered by the Board of Directors, which has the authority to select the individuals to whom awards will be granted and to determine whether and to what extent stock options and stock purchase rights are to be granted, the number of shares of common stock to be covered by each award, the vesting schedule of stock options (generally vest ratably over three years with one-quarter (1/4) of the options vest and become exercisable on the grant date) and all other terms and conditions of each award. Stock options have a maximum term of ten years, and it is the Company's practice to grant options to employees with exercise prices equal to or greater than the estimated fair market value of its common stock. The Board of Directors may suspend or terminate the Amended 2018 Plan or any portion thereof at any time, and may amend the Amended 2018 Plan from time to time in such respects as the Board of Directors may deem advisable in order that incentive awards under the Amended 2018 Plan will conform to any change in applicable laws or regulations or in any other respect the Board of Directors may deem to be in the best interests of the Company, provided, however, that amendments to the Amended 2018 Plan will not be effective without approval of the stockholders of the Company if stockholder approval of the amendment is then required pursuant to Section 422 of the Code or the rules of any stock exchange or NASDAQ or similar regulatory body. No termination, suspension or amendment of the Amended 2018 Plan may adversely affect any outstanding incentive award without the consent of the affected participant. Restricted stock awards are made by the issuance to the participant of the actual shares represented by that grant. Any shares of restricted stock issued are registered in the name of the participant and bear an appropriate legend referring to the terms, conditions, and restrictions applicable to the award. Shares of restricted stock granted under the Amended 2018 Plan may not be sold, transferred, pledged, or assigned until the termination of the applicable period of restriction. After the last day of the period of restriction, shares of restricted stock become freely transferable by the participant. During the period of restriction, a participant holding shares of restricted stock granted under the Amended 2018 Plan may exercise full voting rights with respect to those shares, unless otherwise specified in the applicable award agreement. As of March 31, 2019 and December 31, 2018, there were no shares of restricted stock outstanding. The fair value of each award is estimated on the date of grant. Stock option values are estimated using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management's judgment. The expected option terms are calculated based on the "simplified" method for "plain vanilla" options due to the Company's limited exercise information. The "simplified method" calculates the expected term as the average of the vesting term and the original contractual term of the options. Expected volatilities used in the valuation model are based on the selected comparable companies. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. The valuation model assumes no dividends. There is no estimated forfeiture rate. During the three months ended March 31, 2019 and 2018, the Company has recorded stock-based compensation expense of $86,262 and $0 respectively, associated with stock options. As of March 31, 2019 and 2018, the Company has estimated approximately $742,000 and $0, respectively, of future compensation costs related to the unvested portions of outstanding stock options. Options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversaries of the date of grant. As of March 31, 2019 and 2018, there was no intrinsic value to the stock options. The following table presents the activity for options outstanding: Incentive Weighted Stock Average Options Exercise Price Outstanding – January 1, 2019 4,700,000 - Granted 119,250 2.50 Forfeited/canceled - - Exercised - - Outstanding - March 31, 2019 (unaudited) 4,819,250 $ 2.50 The following table presents the composition of options outstanding and exercisable: Options Outstanding Options Exercisable Range of Exercise Prices Number Price* Life* Number Price* $2.50 4,819,250 $ 2.50 9.10 1,204,816 $ 2.50 Total - March 31, 2019 4,819,250 $ 2.50 9.10 1,204,816 $ 2.50 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used: For the Three Months Ended For the Three Months Ended 2019 2018 (Unaudited) (Unaudited) Approximate risk-free rate 2.54% N/A Average expected life 7 years N/A Dividend yield 0% N/A Volatility 44.3 N/A Estimated fair value of total options granted $30,713 N/A There were no options issued or outstanding as of March 31, 2018. Warrants The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management's judgment. Expected volatilities used in the valuation model are based on the average volatility of the Company's stock. The risk-free rate for the expected term of the warrant is based on the United States Treasury yield curve in effect at the time of grant. During the year ended December 31, 2018, the Company issued 1,602,000 warrants associated with the Secured convertible promissory notes. The fair value of the warrants issued determined using the Black-Scholes pricing model was $747,223, calculated with a ten-year term; 65% volatility, 2.89%, 2.85%, or 3.00% discount rates; and the assumption of no dividends. During the year ended December 31, 2018, the Company issued 999,999 warrants contingent on continued employment. The warrants vest in three tranches of 333,333 warrants each year during 2019, 2020, and 2021. The fair value of the warrants issued, determined using the Black-Scholes pricing model, was $149,390, calculated with six-, seven-, and eight-year terms, respectively; 55%, 51%, and 53% volatility, respectively; 2.8%, 2.85%, and 2.87% discount rate, respectively; and the assumption of no dividends. During the three months ended March 31, 2019 and 2018, the Company has recorded warrant-based compensation expense of $13,603 and $0 associated with the warrants. During the year ended December 31, 2018, the Company issued 161,100 warrants for services. The fair value of the warrants issued, determined using the Black-Scholes pricing model, was $75,340, calculated with a five-year term; 49% volatility; 2.85% discount rate; and the assumption of no dividends. See additional disclosure regarding warrant issuances within this note. During the year ended December 31, 2018, the Company entered into subscription agreements effective as of July 31, 2018 to issue 187,462 units (the "Units") at a price of $2.50 per Unit in exchange for the Company's promissory notes - stockholders in the aggregate principal amount of $468,655. Each Unit consists of (i) one share of the Company's common stock and (ii) a warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company estimated the fair value of the warrants to be $87,294. The following table presents the activity for warrants outstanding: Weighted Number of Average Warrants Exercise Price Outstanding – January 1, 2019 4,293,894 3.09 Issued - - Forfeited/canceled - - Exercised - - Outstanding - March 31, 2019 (unaudited) 4,293,894 $ 3.09 The following tables presents the composition of warrants outstanding and exercisable: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Price* Life* Number Price* $2.50 - $7.00 4,293,894 $ 3.09 8.06 3,293,895 $ 2.52 Total - March 31, 2019 4,293,894 $ 3.09 8.06 3,293,895 $ 2.52 Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Price* Life* Number Price* $2.50 - $3.00 1,343,334 $ 3.18 4.92 1,343,334 $ 3.18 Total - March 31, 2018 1,343,334 $ 3.18 4.92 1,343,334 $ 3.18 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used: For the Three Months Ended March 31, For the Three Months Ended 2019 2018 (Unaudited) (Unaudited) Approximate risk-free rate N/A 2.69% Average expected life N/A 5 years Dividend yield N/A 0% Volatility N/A 103.75% Estimated fair value of total warrants granted N/A $34,719 The fair value of the warrants issued was determined using the Black-Scholes pricing model for the three months ended March 31, 2019 and 2018 was $0 and $34,719, respectively. As of March 31, 2019 and December 31, 2018, there was no intrinsic value to the warrants. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 10 - Leases The Company recorded a Right-of-Use Asset and Lease Liability on the Consolidated Balance Sheet of approximately $4 million upon adoption. The Sheehy and Ursa acquisitions increased the Right-of-Use Asset and Lease Liability by approximately $5.4 million and $2.0 million, respectively. As of March 31, 2019, the Company had various obligations remaining under operating and finance lease arrangements related primarily to the rental of trucks and trailers, maintenance and support facilities, office space, and parking yards. Many of these leases include one or more options, at the Company's discretion, to renew and extend the agreement beyond the current lease expiration date. These options are included in the calculation of the Company's operating lease liability when it becomes reasonably certain the option will be exercised. For the three months ended March 31, 2019, there were no options included in the operating lease liability calculation. The Company's lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For the three months ended March 31, 2019, lease expense for month-to-month leases was approximately $1,767,000. Right-of-use assets are summarized as follows: Operating lease $ 9,928,193 Finance lease 1,067,740 $ 10,995,933 When available, the Company uses the rate implicit in the lease to discount lease payments; however, the implicit rate in the lease is not readily determinable for all the leases. In such cases, the Company uses an estimate of the incremental borrowing rate to discount lease payments based on information available at lease commencement. The Company used the factor borrowing rate. Finance Leases Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the expected useful life or the lease term, and the carrying amount of the lease liability is adjusted to reflect interest expense, which is recorded in interest expense. The Company is obligated under finance leases covering revenue equipment for a total of $1,233,000 and $0 as of March 31, 2019 and December 31, 2018, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at March 31, 2019 and December 31, 2018 was 10.5% and 0%. As of March 31, 2019, the weighted-average remaining lease term for the Company's outstanding financing lease obligations was 1.9 years. Principal Maturities of the Finance Leases The principal maturities on the finance leases, are as follows: Year Amount 2019 remaining $ 378,782 2020 600,809 2021 43,427 2022 48,986 2023 22,769 Total 1,094,773 Less current portion (526,683 ) $ 568,090 For the three months ended March 31, 2019, the Company's finance lease payments were approximately $158,900 with $7,900 interest. The components of finance lease costs are included in short-term finance lease liability and interest expense. Cash paid for the finance leases was approximately $151,000 for the three months ended March 31, 2019, and is included in financing activities on the statement of cash flows. Cash paid for finance leases interest was approximately $7,900 and is included in included in interest paid within supplemental cash flow information for the three months ended March 31, 2019, amortization expense was $161,672. Operating Leases Operating lease right-of-use assets are amortized over the lease term as a component of the straight-line payments and the calculated interest expense, all of which is included in rent expense, and the lease liability is measured at the present value of the remaining lease payments. Operating lease costs are recognized on a straight-line basis over the term of the lease within operating supplies and expenses and equipment rent. As of March 31, 2019, the Company did not have any significant leases executed, but not yet commenced. Operating lease expense and cash paid for amounts included in the present value of operating lease liabilities was $1,033,000 during the three months ended March 31, 2019, and is included in operating cash flows. Variable lease costs of mileage and administrative fees for the three months ended March 31, 2019 were approximately $100,000 and included in equipment rent. During January 2019, the Company paid a $400,000 deposit for truck leases to a related party. The payment is included in right-of-use assets and classified in investing activities in the statement of cash flows. As of March 31, 2019, the weighted-average remaining lease term for the Company's outstanding operating lease obligations was 4.4 years and the weighted-average discount rate was 10.5%. The Company entered into non-cancelable leases with related parties for trucks, office space and terminals expiring at various dates through September 2038. Over the term of the leases the approximate rent expense will be $6,448,000. Maturities of operating lease liabilities as of March 31, 2019 are as follows 2019 remaining $ 1,883,741 2020 2,244,495 2021 1,785,246 2022 1,857,025 2023 459,729 Thereafter 1,169,113 Total lease payments 9,399,349 Less current portion (2,573,654 ) $ 6,825,695 Sale Lease Back During January 2019, the Company entered into a sale-leaseback transaction whereby it sold equipment for $186,000 and concurrently entered into a finance lease agreement for the sold equipment with a 49-month term. Under the lease agreement, the Company will pay an initial monthly payment of $4,871 and a final payment of $18,600. The gain on the transaction was de minims. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. Long-Term Take-or-Pay Natural Gas Supply Contracts At March 31, 2019, the Company had commitments to purchase natural gas on a take-or-pay basis of approximately $545,000. The contracts commenced beginning in November 2013. It is anticipated these are normal purchases that will be necessary for sales, and no cash settlements will be made related to the purchase commitments. The terms of the take-or-pay natural gas supply contracts range between April 2019 and September 2019. At March 31, 2019, the estimated remaining liability under the take-or-pay arrangements was approximately $450,000 recorded as other accrued. Captive Insurance Prior to the acquisition, Sheehy was self-insured for certain insurance risks with a captive insurance company under SEI. Upon the acquisition of Sheehy from SEI in January 2019 (see Note 2 – Acquisitions – Sheehy st Note 5 – Related Parties – Collateral Pledge Agreement |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 - Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events On May 31, 2019, EVO Transportation & Energy Services, Inc. (the "Company") sold Units (the "Units") at a price of $2.50 per Unit pursuant to the terms of a subscription agreement with certain accredited investors. Each Unit consists of (i) one share of the Company's common stock, par value $0.0001 per share, and (ii) a warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company sold a total of 4,560,000 Units for aggregate gross proceeds of $11,400,000. The Company did not pay underwriter discounts or commissions in connection with the sale of these Units. The fair value of the warrants issued determined using the Black-Scholes pricing model was $2,057,098, calculated with a ten-year term; 60% volatility, 2.49% discount rates; and the assumption of no dividends. On July 19, 2019, but effective July 15, 2019, the Company entered into and consummated the transactions contemplated by a stock purchase and exchange agreement (the "Purchase and Exchange Agreement") pursuant to which the Company acquired all of the issued and outstanding equity interests (the "Acquired Interests") in Courtlandt and Brown Enterprises, LLC, a New Jersey limited liability company ("Courtlandt") and Finkle Transport, Inc., a New Jersey corporation ("Finkle"), from the Finkle Owners. As a result of the transaction, Finkle and Courtlandt became wholly owned subsidiaries of the Company. Finkle and Courtlandt are based in Clifton, New Jersey, and are engaged in the business of fulfilling government contracts for freight trucking services as well as providing freight trucking services to non-government entities, in all cases in Class 8 and tractor-trailer only and specifically excluding last-mile or final-mile delivery. Pursuant to the Purchase and Exchange Agreement, the Company acquired all of the Acquired Interests for $12,000,000, consisting of: (i) $3,125,000 paid by issuance of 1,250,000 shares of Company common stock at a price per share of $2.50; (ii) $1,250,000 in cash; $5,011,364 in assumed indebtedness; and (iv) an earnout of up to $2,613,635 (the "Earnout"), which is payable in shares of Company common stock at a price per share of $2.50. The Earnout will be calculated within 30 days of the first anniversary of the Purchase and Exchange Agreement and will equal three times EBITDA (as defined in the Purchase and Exchange Agreement) of Courtlandt and Finkle for the 12 months ended June 30, 2019 (subject to a cap of $12,000,000) minus the amounts paid at closing. Ritter Acquisition On September 16, 2019, the Company entered into and consummated the transactions contemplated by a stock exchange agreement, a stock purchase agreement, and a membership interest purchase agreement (collectively the "Ritter Acquisition"), pursuant to which the Company acquired all of the issued and outstanding equity interests in John W. Ritter, Inc., a Maryland corporation ("JWR"), Ritter Transportation Systems, Inc., a Maryland corporation ("RTS"), Ritter Transport, Inc., a Maryland corporation ("RTI"), and Johmar Leasing Company, LLC, a Maryland limited liability company ("Johmar"), collectively (the "Ritter Interests" or "Ritter Companies"). As a result of the transaction, RTS, RTI, JWR and Johmar became wholly owned subsidiaries of the Company. The Ritter Companies are based in Laurel, Maryland. JWR is engaged in the business of fulfilling government contracts for freight trucking services as well as providing freight trucking services to non-government entities, RTS and RTI are engaged in the business of providing freight trucking services to non-government entities, and Johmar owns vehicles and related assets for lease to freight trucking companies. Pursuant to the Exchange Agreement, EVO HoldCo acquired all of the outstanding equity interests in JWR for $9,123,907, consisting of the issuance of 2,440,982 shares of the Company's common stock and $3,021,455 in assumed indebtedness. Pursuant to the Stock Purchase Agreement, EVO HoldCo acquired all of the outstanding equity interests in Ritter Transportation and Ritter Transport for $13,739,056, which was paid in cash at closing and is subject to a customary working capital adjustment. Pursuant to the Membership Interest Purchase Agreement, EVO HoldCo acquired all of the outstanding equity interests in Johmar for $500,000, which was paid in cash at closing. At closing of the Membership Interest Purchase Agreement, EVO HoldCo also paid off Johmar indebtedness of $3,350,669 Antara Financing Agreement Concurrently with the Ritter Acquisition, 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 (the "Term Loan") and borrowed the remaining $2.1 million during October 2019. All of the Company's subsidiaries are 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 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, (v) transactions with shareholders and affiliates, (vi) asset dispositions and acquisitions, among others. The Financing Agreement contains financial covenants that require the Company attain specified consolidated EBITDA and limit consolidated total debt amounts beginning March 31, 2020 and contains customary events of default. The Term Loan bears interest at 12% per annum and has a maturity date of September 16, 2022. Until December 31, 2019, interest on the Term Loan will be paid in kind and capitalized as additional principal, and the Company has the option to pay interest on the capitalized interest in cash or in kind. After December 31, 2019, monthly interest payments will be 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 payments made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payments made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds are to be used to (i) effect the Ritter Acquisition, (ii) to refinance and retire exi sting indebtedness, and (iii) general working capital needs. In connection with the Financing Agreement, the Company issued 98,000 shares of common stock of the Company as advisory fee to a third-party financial advisor. Antara Warrants 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 "Warrants") to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the "Warrant Shares"). The $0.01 Warrant grants Antara Capital the right to purchase up to 3,350,000 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 Warrant grants Antara Capital the right to purchase up to 1,025,000 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 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 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 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 Warrants are exercisable, of capital stock issued by the Company after the issuance date of the Warrants, subject to certain excepted issuances. The Company shall issue a warrant for 1,500,000 shares of common stock to Antara subject to an agreement between the Company and Loadtrek. Loadtrek is a GPS system designed for the trucking industry, owned by a related party. Director Nomination Agreement Concurrently, and in connection with the Financing Agreement, the Company and Antara Capital Master Fund LP ("Antara Capital") entered into a director nomination agreement (the "Nomination Agreement") pursuant to which the Company agreed to permit Antara to designate one individual for election as a member of the Company's board of directors and one individual to serve as an observer to the Company's board of directors. Subordination Agreement Concurrently, and in connection with the Financing Agreement, (i) the Company, Danny Cuzick, and the Collateral Agent entered into a subordination agreement (the "EVO Subordination Agreement") and (ii) Environmental Alternative Fuels, LLC ("EAF"), Danny Cuzick, and the Collateral Agent entered into a subordination agreement (the "EAF Subordination Agreement") and together with the EVO Subordination Agreement, the "Subordination Agreements"). Pursuant to the Subordination Agreements, Danny Cuzick agreed to subordinate all obligations of EAF and the Company owed to him under certain loan documents between EAF and the Company, respectively, and Danny Cuzick. In addition, Danny Cuzick agreed not to receive, accept, or demand payment under the subordinated obligations until all obligations under the Financing Agreement have been paid in full, except that Danny Cuzick may continue to receive regularly scheduled interest payments so long as Collateral Agent has not delivered notice that an event of default has occurred and is continuing under the Financing Agreement. With the EVO Subordination Agreement, $7,800,000 of debt obligations, due on demand and through August 2020 were subordinated and extended to November 2022. Related Party Warrants Concurrently, and in connection with the Financing Agreement and as consideration for Danny Cuzick's entry into the Subordination Agreements, the Company issued a warrant (the "Cuzick Warrant") to Danny Cuzick to purchase an aggregate of 350,000 shares of common stock of the Company (the "Cuzick Warrant Shares") at an exercise price of $0.01 per share. The Cuzick Warrant is exercisable for five years from the date of issuance. If the fair market value (as defined in the Cuzick Warrant) of the Cuzick Warrant Shares is greater than $0.01 at the end of the exercise period, then the Cuzick Warrant will be automatically deemed to be exercised immediately prior to the end of the exercise period. Pursuant to the Cuzick Warrant, the Company granted Danny Cuzick preemptive rights to purchase his pro rata share, determined based on the number of shares held by Danny Cuzick or into which the Cuzick Warrant is exercisable, of capital stock issued by the Company after the issuance date of the Cuzick Warrant, subject to certain excepted issuances Note Amendments On August 30, 2019, EVO Equipment Leasing, LLC ("EVO Equipment") and John and Ursula Lampsa (collectively, the "Noteholder") entered into an amendment (the "Lampsa Note Amendment") to the promissory note payable by EVO Equipment to the order of the Noteholder in the original principal amount of $6,430,000. The Lampsa Note Amendment extended the maturity date of the note to November 30, 2022. On August 30, 2019, the Company and Billy (Trey) Peck Jr. ("Peck") entered into an amendment (the "EPA Amendment") to the equity purchase agreement between the Company and Peck dated June 1, 2018 (as subsequently amended, the "EPA"). The EPA Amendment extended the maturity date of the payments due to Peck under the EPA to November 30, 2022. In connection with the EPA Amendment, the Company paid Peck an extension fee of $150,000, which fee will be credited to the balance owed to Peck under the EPA. The Company also agreed to pay Peck an additional $50,000 on January 31, 2020 if the Company meets certain financial goals in the fourth fiscal quarter of 2019, which additional fee, if paid, will also be credited to the balance owed to Peck under the EPA. Stock Options On July 22, 2019, in connection with his appointment as chief financial officer of the Company, the Company granted 400,000 ten-year non-qualified stock options which were valued at $98,922. The options are exercisable at a price of $2.50 per share. Twenty-five percent of the options vested on the grant date, and the remaining options vest in equal annual installments on the first, second and third anniversary of the grant date. On September 23, 2019, in connection with the appointment of the chief executive officer, the Company granted 1,250,000 ten-year non-qualified stock options. The options are exercisable at a price of $2.50 per share. 750,000 of the options vested at the time of grant, 250,000 of the options fully vest on December 31, 2020, and the remaining 250,000 fully vest on March 31, 2021. As discussed under Note 9, this grant exceeded the number of options available under the Amended and Restated 2018 Stock Incentive Plan. The Company and the Board of Directors intend to increase the number of available options so that it exceeds the number of options which have been granted. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business EVO Transportation and Energy Services, Inc. ("EVO, Inc." or the "Company") is a holding company based in Peoria, Arizona, that owns eight operating subsidiaries: W.E. Graham Inc. ("Graham"), EVO Equipment Leasing, LLC ("Leasing"), Titan CNG, LLC ("Titan"), Thunder Ridge Transport, Inc. ("Thunder Ridge"), Ursa Major Corporation ("Ursa"), J.B. Lease Corporation ("JB Lease"), Sheehy Mail Contractors, Inc. ("Sheehy"), and Environmental Alternative Fuels, LLC ("EAF"), which are in the businesses of fulfilling United States Postal Service ("USPS") and corporate contracts for freight trucking services and compressed natural gas ("CNG") service stations. During the first quarter of 2019, the Company owned seven CNG stations located in California, Texas, Arizona, and Wisconsin. Of these stations, four were company operated, two were inactive, and one was operated by a third-party management company. The Company's two reportable segments are Trucking and CNG. The Company's non-reportable segments include support services that the Company's subsidiaries provide to customers (including repair and maintenance shop services and equipment leasing) as well as corporate expenses. |
Sheehy Acquisition | Sheehy Acquisition On January 4, 2019, but effective January 2, 2019, the Company acquired all the outstanding equity interests of Sheehy. See Note 2 – Acquisition – Sheehy for more information regarding the Sheehy Acquisition. |
Ursa Acquisition | Ursa Acquisition On February 1, 2019, the Company acquired all the outstanding equity interests of Ursa and JB Lease. See Note 2 – Acquisition – Ursa and JB Lease for more information regarding the Ursa Acquisition. |
Going Concern | Going Concern The Company is an early stage company in the process of acquiring several businesses with highway contract routes operated for USPS and corporate customers. The Company also owns and operates CNG service stations. As of March 31, 2019, the Company has a working capital deficit of approximately $40 million, stockholders' deficit of approximately $14 million, and negative operating cash flows of $7.3 million for the three months ended March 31, 2019. Management anticipates rectifying these deficits with additional public and private offerings. Also, the Company is evaluating certain cash flow improvement measures including, consolidating costs with the acquired entities, the purchase of vehicles to reduce purchased transportation, and repricing contracts with USPS. However, there can be no assurance that the Company will be successful in these efforts. Further, for the three months ended March 31, 2019, USPS accounted for substantially all the Company's total consolidated revenues. The loss of USPS as a customer or a significant reduction in the Company's relationship with USPS would have a material adverse effect on the Company's business. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern for the next 12 months from the issuance of these condensed consolidated financial statements within the Company's Quarterly Report on Form 10-Q. However, the above conditions raise substantial doubt about the Company's ability to do so. The condensed 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 should the Company be unable to continue as a going concern for the next 12 months from the issuance of the unaudited condensed consolidated financial statements within the Company's Quarterly Report on Form 10-Q. To meet its current and future obligations, the Company has taken the following steps to capitalize the business and successfully achieve its business plan during 2019: ● Management is working with related party debt holders and equipment lenders to extend or convert existing debt. However, there can be no assurance that the Company will be successful in these efforts. ● During May 2019, the Company completed a private equity placement for approximately $11.4 million. The funds will be used in operations and acquisition of companies. ● During September 2019, the Company completed a financing for approximately $24.5 million. Substantially all of the funds from the financing were used to complete the Ritter acquisition as discussed in Note 13. The cash balance as of March 31, 2019 was $2,096,843. The cash balance, combined with funding received from equity and debt transactions occurring subsequent to March 31, 2019 (see Note 13 – Subsequent Events), |
Seasonality | Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of EVO, Inc. and its subsidiaries, JB Leasing, Ursa, Sheehy, Graham, Leasing, Titan, Thunder Ridge and EAF, Titan's wholly owned subsidiaries, Titan El Toro LLC, Titan Diamond Bar LLC, and Titan Blaine, LLC, Thunder Ridge's wholly owned subsidiary, Thunder Ridge Logistics, LLC, and EAF's wholly owned subsidiary, EVO CNG, LLC. All intercompany accounts and transactions have been eliminated upon consolidation. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to interim financial reporting guidelines and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company's management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included. These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on May 30, 2019. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include amounts that are based on management's best estimates and judgments. The most significant estimates relate to revenue recognition, goodwill and long-lived intangible asset valuations, fixed-asset impairment assessments, debt discount, contingencies, valuations of stock consideration paid for acquisitions related to the Ursa, JB Lease and Sheehy, and going concern. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncement Adopted in 2019 In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02 – Leases (ASC Topic 842) Leases In July 2018, the FASB issued ASU 2018-11, Leases (ASC Topic 842): Targeted Improvements Adoption Method and Approach – Leases (ASC Topic 842) Practical Expedients – ● Lease Identification – ● Lease Classification – ● Initial Direct Costs – Adoption Date Impact – December 31, Opening Balance January 1 2018 Adjustments 2019 Assets Operating lease right-of-use assets $ - $ 4,380,571 $ 4,380,571 Favorable lease, net $ 141,799 $ (141,799 ) $ - Liabilities Operating lease liabilities $ - $ 4,238,772 $ 4,238,772 The required disclosures regarding the current period impact of adopting ASC Topic 842 on the condensed consolidated balance sheet are presented below: As Reported If Reported Effect of Assets Operating lease right-of-use assets $ 4,380,571 $ - $ 4,380,571 Liabilities Operating lease liabilities $ 4,238,772 $ - $ 4,238,772 In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting Equity - Equity-Based Payments to Non-Employees Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Fair Value Measurement In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, |
Reclassifications | Reclassifications Certain amounts in the 2018 condensed consolidated financial statements have been reclassified to conform to the 2019 presentation. These reclassifications had no effect on previously reported results of operations or retained deficit. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of adoption date impact of ASC Topic 842 on the condensed consolidated balance sheet | December 31, Opening Balance January 1 2018 Adjustments 2019 Assets Operating lease right-of-use assets $ - $ 4,380,571 $ 4,380,571 Favorable lease, net $ 141,799 $ (141,799 ) $ - Liabilities Operating lease liabilities $ - $ 4,238,772 $ 4,238,772 |
Schedule of adopting ASC Topic 842 on the condensed consolidated balance sheet | As Reported If Reported Effect of Assets Operating lease right-of-use assets $ 4,380,571 $ - $ 4,380,571 Liabilities Operating lease liabilities $ 4,238,772 $ - $ 4,238,772 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of fair value allocation of assets acquired and liabilities assumed at the acquisition date Sheehy | Assets acquired Accounts receivable – trade $ 375,951 Accounts receivable - fuel tax credit 30,397 Prepaid expenses 464,462 Property and equipment 4,128,926 Other long-term assets 2,750 Due from related parties 252,058 Trade name 310,000 Customer relationships 410,000 Non-competition agreement 80,000 Goodwill 4,007,197 Total assets acquired 10,061,741 Liabilities assumed Accounts payable (2,907,594 ) Accrued expenses (1,182,468 ) Long-term debt (2,639,146 ) Finance lease (1,047,733 ) Total liabilities assumed (7,776,941 ) Net assets acquired $ 2,284,800 Consideration paid Fair value of 2,240,000 shares of common stock issuable $ 2,284,800 Total $ 2,284,800 |
Schedule of fair value allocation of assets acquired and liabilities assumed of Ursa and JB Lease | Assets acquired Cash $ 3,742,892 Account receivable – trade 579,188 Other short-term assets 1,646,343 Property and equipment 15,509,169 Trade name 1,300,000 Customer relationships 720,000 Non-competition agreement 80,000 Goodwill 4,470,824 Long-term assets 31,640 Total assets acquired 28,080,056 Liabilities assumed Accounts payable (5,640,689 ) Accrued expenses (1,494,505 ) Long-term debt (11,198,862 ) Total liabilities assumed (18,334,056 ) Net assets acquired $ 9,746,000 Consideration paid Fair value of 800,000 shares of common stock issuable $ 816,000 Cash 2,500,000 Promissory note 6,430,000 Total $ 9,746,000 |
Schedule of fair value allocation of the assets acquired and liabilities | Assets acquired Accounts receivable – trade $ 2,061,514 Prepaids 160,436 Trade names 460,000 Non-competition agreement 40,000 Customer relationships 2,330,000 Goodwill 2,887,281 Property and equipment 207,734 Deposits and other long-term assets 205,113 Total assets acquired 8,352,078 Liabilities assumed Accounts payable (1,027,316 ) Accrued expenses (1,573,578 ) Factored receivable advance (1,230,679 ) Line of credit (421,739 ) Long-term debt (187,016 ) Fuel discount advance (996,750 ) Total liabilities assumed (5,437,078 ) Net assets acquired $ 2,915,000 Consideration paid Fair value of 500,000 shares of common stock issuable $ 415,000 Promissory note 2,500,000 Total $ 2,915,000 |
Schedule of pro forma information | For the For the 2019 2018 Revenue As reported $ 28,376,046 $ 320,796 Add pro forma adjustments: Sheehy - 6,427,484 Ursa and JB Lease 5,009,963 13,710,489 Thunder Ridge - 6,297,145 Pro forma revenue $ 33,386,009 $ 26,755,914 Net (loss) income As reported $ (7,435,129 ) $ 102,717 Add pro forma adjustments: Sheehy - (1,136,464 ) Ursa and JB Lease (102,726 ) (291,607 ) Thunder Ridge - (332,985 ) Pro forma net loss $ (7,537,855 ) $ (1,658,339 ) Net (loss) income attributable to common stockholders As reported $ (7,441,129 ) $ 102,717 Pro forma $ (7,543,855 ) $ (1,681,059 ) Basic and diluted weighted-average common shares outstanding 3,339,356 440,419 Basic and diluted (loss) income per common share, as reported $ (2.23 ) $ 0.23 Basic and diluted loss per common share, pro forma $ (2.26 ) $ (3.82 ) |
Balance Sheet Disclosures (Tabl
Balance Sheet Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Disclosures [Abstract] | |
Schedule of accounts receivable | March 31, December 31, 2019 2018 (Unaudited) Accounts receivable – trade $ 5,857,870 $ 6,370,412 Allowance for doubtful accounts (26,979 ) - $ 5,830,891 $ 6,370,412 |
Schedule of property, equipment and land | March 31, December 31, 2019 2018 (Unaudited) Tractors, trailers, and other vehicles $ 15,610,298 $ 377,896 Equipment 6,267,854 3,329,893 Buildings 3,849,312 3,849,312 Land 975,899 975,899 Leasehold improvements 262,485 - Office equipment 227,020 - Computer equipment 39,609 37,627 27,232,477 8,570,627 Less accumulated depreciation (1,852,455 ) (966,765 ) $ 25,380,022 $ 7,603,862 |
Schedule of goodwill | March 31, December 31, 2019 2018 (Unaudited) Beginning goodwill $ 2,887,281 $ - Additions: Sheehy acquisition 4,007,197 - Ursa and JB Lease acquisition 4,470,824 - Thunder Ridge acquisition - 2,887,281 $ 11,365,302 $ 2,887,281 |
Schedule of intangible assets | March 31, December 31, 2019 2018 (Unaudited) Customer list $ 3,873,730 $ 2,743,730 Trade names 2,156,000 546,000 Favorable leases - 307,000 Non-compete agreement 200,000 40,000 6,229,730 3,636,730 Less amortization (617,572 ) (599,991 ) $ 5,612,158 $ 3,036,739 |
Schedule of future amortization expense | 2019 $ 741,000 2020 912,000 2021 748,000 2022 748,000 2023 748,000 Thereafter 1,715,000 $ 5,612,000 |
Schedule of accrued expenses | March 31, December 31, 2019 2018 (Unaudited) Compensation, related taxes, and benefits $ 2,623,939 $ 1,344,046 Purchased transportation 1,690,668 2,187,616 Credit cards 695,785 584,746 Professional fees 621,045 250,000 CNG expenses 450.000 - Federal alternative fuels tax credit 271,607 242,725 Interest 216,595 137,597 Operating expenses 86,492 80,573 Excise taxes 38,397 5,273 Regulatory fees - 233,279 Deferred rent - 7,462 $ 6,694,528 $ 5,073,317 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of operating revenue, operating loss, and depreciation and amortization by segment | For the Three Months Ended March 31, 2019 Trucking CNG Fueling Stations Corporate and Unallocated Total Total revenues $ 28,091,155 $ 284,891 $ - $ 28,376,046 Operating expenses (31,474,491 ) (686,932 ) (1,299,238 ) (33.460,661 ) Depreciation and amortization (1,092,278 ) (141,090 ) (2,444 ) (1,235,812 ) Interest and other (expense) income, net (520,965 ) (14,867 ) (578,870 ) (1,114,702 ) Net loss $ (4,996,579 ) $ (557,998 ) $ (1,880,552 ) $ (7,435,129 ) For the Three Months Ended March 31, 2018 Trucking CNG Fueling Stations Corporate and Unallocated Total Total revenues $ - $ 320,796 $ - $ 320,796 Operating expenses - (206,394 ) (262,888 ) (469,282 ) Depreciation and amortization - (163,633 ) - (163,633 ) Interest and other (expense) income, net - 818,897 (404,061 ) 414,836 Net income (loss) $ - $ 769,666 $ (666,949 ) $ 102,717 As of March 31, 2019 Trucking CNG Fueling Stations Corporate and Unallocated Total Property, equipment, and land, net $ 18,020,014 $ 7,132,786 $ 227,222 $ 25,380,022 Goodwill 11,365,302 - - 11,365,302 Intangibles 5,612,158 - - 5,612,158 Right of use asset 10,664,554 141,799 189,580 10,995,933 Other assets 10,446,183 940,880 12,316 11,399,379 Total assets $ 56,108,211 $ 8,215,465 $ 429,118 $ 64,752,794 As of December 31, 2018 Trucking CNG Fueling Stations Corporate and Unallocated Total Property, equipment, and land, net $ 349,549 $ 7,254,313 $ - $ 7,603,862 Goodwill 2,887,281 2,887,281 Intangibles 2,894,940 141,799 - 3,036,739 Right of use asset - - - - Other assets 7,929,703 1,187,947 5,074 9,122,724 Total assets $ 14,061,473 $ 8,584,059 $ 5,074 $ 22,650,606 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party | March 31, January 2, 2019 2019 (Unaudited) (Unaudited) Sheehy Enterprises Inc. $ (374,890 ) $ (439,890 ) North American Dispatch Systems 776,948 776,948 Stockholder - (85,000 ) $ 402,058 $ 252,058 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | March 31, December 31, 2019 2018 (Unaudited) $1,300,000 SBA note payable issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. The note requires monthly principal and interest payments of $15,288. 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. The note is a co-borrower arrangement between Titan and Titan El Toro, LLC with the proceeds received by Titan El Toro, LLC. In 2016, the Company issued 35,491 units (equivalent to 31,203 common shares) to those members as compensation for the guarantee. The Company was not in compliance with the financial ratio covenants at December 31, 2018. Subsequent to year-end, the financial ratio covenants were waived for 2018 and eliminated for all future periods. $ 917,596 $ 950,582 Four promissory notes with an aggregate of $9,500,000 to the former EAF members with interest at 1.5%, issued February 1, 2017, and mature February 1, 2026. These convertible promissory notes are secured by substantially all the assets of EAF. The Company imputed an interest rate of 12.8% on the promissory notes. The discount is accreted over the period from the date of the amendment, October 24, 2018, to the date the promissory notes are due using the effective interest rate method. As of March 31, 2019 and December 31, 2018, the debt discount was $7,398,947 and $7,495,295, respectively. As amended during 2018, the debt is convertible into a fixed amount of 7,000,000 shares of common stock. 9,500,000 9,500,000 One subordinated senior note payable to a stockholder with interest at 16% and maturity during October 2017. The note is in default as of March 31, 2019 and due on demand. 75,000 75,000 $3,800,000 senior promissory note issued on February 1, 2017, to a former EAF member with interest at 7.5% and default interest of 12.5% per annum, an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million; or (c) an event of default. During April 2018, the promissory note's maturity date was extended to July 2019. The senior promissory note is unsecured. During September 2019 the senior promissory note was extended to November 2022 and is subordinated to the lender pursuant to a loan financing agreement No principal and interest payments are due until maturity. 3,800,000 3,800,000 $4,000,000 promissory note issued on February 1, 2017, to a former EAF member with interest at 7.5%, with maturity during February 2020. The note is guaranteed by substantially all the assets of EAF and the Company. No principal and interest payments are due until maturity. During September 2019 the senior promissory note was extended to November 2022 and is subordinated to the lender pursuant to a loan financing agreement No principal and interest payments are due until maturity. 4,000,000 4,000,000 March 31, December 31, (Unaudited) $4,005,000 Secured Convertible Promissory Notes ("Secured Convertible Notes") issued during August 2018. The Company paid debt issuance costs of $524,987 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 their discretion, to add accrued interest in lieu of payment to the principal balance of the Secured Convertible Notes on the first day of each calendar quarter. The Secured Convertible Notes may not be prepaid prior to the first anniversary of the date of issuance, but may be prepaid without penalty after the first anniversary of the date of issuance. The Secured Convertible Notes also provide that the Company will prepare and file with the SEC, as promptly as reasonably practical following the issuance date of the Secured Convertible Notes, but in no event later than 45 days following the issuance date, a registration statement on Form S-1 (the "Registration Statement") covering the resale of the common stock and the warrant shares and as soon as reasonably practical thereafter to effect such registration. The Company will be required to pay liquidated damages of 1% of the outstanding principal amount of the Secured Convertible Notes each 30 days if the Registration Statement is not declared effective by the SEC within 180 days of the filing date of the Registration Statement. Payments for liquidation damages began during August 2019. 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 $747,223, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates, and the assumption of no dividends. As of March 31, 2019 and December 31, 2018, the unamortized debt discount was $499,475 and $591,598, respectively, and the unamortized debt issuance costs were $349,991 and $415,614, respectively. For the three months ended March 31, 2019 $27,510 of interest was added to the principal balance. 4,067,140 4,039,630 $2,500,000 promissory note - stockholder issued June 1, 2018, with interest at 6% and a maturity date of the earlier of (a) the date the Company raises $40,000,000 in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Peck's employment with the Company by the Company without cause or by Peck for good reason. The note is collateralized by all the assets of Thunder Ridge. On December 26, 2018, the maturity date was extended to February 28, 2019. On February 28, 2019, the maturity date was further extended to April 30, 2019. On April 30, 2019, the maturity date was again extended to June 30, 2019. The note called for monthly principal payments of approximately $14,000. On August 30, 2019 the note was extended until November 2022. Effective with the extension the Company paid Peck approximately $164,000 in principal and increased the monthly principal payments to $20,000. All accrued and unpaid interest will be due and payable on the maturity date. 2,358,472 2,386,778 March 31, December 31, 2019 2018 (Unaudited) $300,000 note payable issued during November 2018, with interest at 3% and a maturity date of October 2022. The note calls for quarterly principal payments on January, April, July, and October 1st of $18,750 plus the related accrued interest. 262,508 281,250 Three notes payable to banks acquired from Thunder Ridge with interest ranging from 2.99% to 6.92%, with monthly payments of principal and interest in aggregate of $2,633, and maturity dates between September 2020 and January 2023. The notes are collateralized by equipment. 91,606 100,966 Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $1,000,000 was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5% and is collateralized by substantially all of Thunder Ridge's assets. As Thunder Ridge purchases fuel from the supplier's station, Thunder Ridge reduces its fuel advance liability by $0.25 per gallon. Purchases made during the three months ended March 31, 2019 and 2018, were nominal. With the Thunder Ridge acquisition, the maturity date was extended from December 31, 2018 to June 2021. 975,296 977,698 $6,430,000 promissory note - stockholder issued February 2, 2019, with interest at 9% and a maturity date of August 31, 2020. The note is collateralized by all the assets of Ursa and JB Lease. Principal and interest payments commence June 1, 2019 in equal monthly installments of $50,000 with a final payment of $6,400,000. On August 30, 2019, the note was extended to November 2022. 6,430,000 - $400,000 promissory note - stockholder issued January 2, 2019, with interest at 5.65% with maturity within 60 days of issuance. The note automatically renews a maximum of four times for 30 days. If the renewals have been exhausted, the note will increase in value to $450,000 and convert to shares of common stock at $2.50 per share. As of the final maturity extension date, the principal amount of $400,000 was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $450,000. On November 18, 2019, the Sheehy Note and all accrued interest was deemed to be paid in full under the terms of the Intercompany Agreement (See Note 5 - Related Party Transactions – Due from Related Party) 400,000 - Various notes payable acquired from JB Lease to multiple lenders with interest rates ranging from 3.9% to 5.1%. The notes call for monthly principal payments ranging from $365 to $28,756 and interest payments and maturity dates ranging from September 2019 to August 2024. These notes are collateralized by transportation equipment and guaranteed by the stockholders of the Company. JB Lease is currently out of compliance with the loan covenants associated with the bank loans and has classified the related balances as current. 7,277,178 - $800,000 note payable to a financing company issued February 11, 2019, with interest at 10.2% and a maturity date of February 11, 2023. The note is collateralized by certain equipment and guaranteed by a member of management. The note requires principal and interest payments in equal monthly installments of $19,566, with the final payment of $48,000. 800,000 - $275,215 note payable to a financing company issued January 22, 2019, with interest at 10.6% and a maturity date of January 22, 2023. The note is collateralized by certain equipment and guaranteed by certain members of management. Principal and interest payments in equal monthly installments of $6,785 with the final payment of $16,513. 257,126 - March 31, December 31, 2019 2018 (Unaudited) $3,826,475, note payable to a financing company issued January 23, 2019, with interest at 10.1% and a maturity date of February 23, 2024. The note is collateralized by certain equipment and guaranteed by certain members of management. The note requires principal and interest payments in equal monthly installments of $78,507 with the final payment of $229,589. 3,637,421 - Equipment notes payable acquired from Sheehy to various financing companies. The notes have maturity dates varying from June 2020 to August 2020. Monthly payments ranging from $29,867 to $30,525. Interest rates range from 3.1% to 4.1%. The notes are guaranteed by stockholders and secured by the equipment and a general business security interest. 1,427,103 - Notes payable to a bank acquired from Sheehy with interest of 4.35% to 4.375%. The notes call for monthly principal and interest payments ranging from $2,391 to $10,189, with final payments of $130,701 to $246,771. The notes mature between September 2020 and December 2021 and are collateralized by substantially all assets of the Company. The notes are subject to certain restrictive covenants. The Company was not in compliance with the financial ratio covenants at March 31, 2019. 912,312 - $229,666 note payable with a financing company issued during February 2019, with interest at 8.94% and a maturity date during March 2023. The note is collateralized by certain equipment. The note requires principal and interest payments in equal monthly installments of $5,059. 201,117 - 47,389,875 26,111,904 Debt issuance cost (349,991 ) (415,614 ) Debt discount (7,898,422 ) (8,086,893 ) 39,141,462 17,609,397 Less current portion (17,906,722 (6,531,017 ) $ 21,234,740 $ 11,078,380 |
Schedule of maturities of long-term obligations | Related Party Notes Other Notes Total 2019 remaining $ 10,570,506 $ 7,336,216 $ 17,906,722 2020 6,417,966 2,923,601 9,341,567 2021 - 7,391,802 7,391,802 2022 - 1,497,179 1,497,179 2023 - 1,752,605 1,752,605 Thereafter 9,500,000 - 9,500,000 $ 26,488,472 $ 20,901,403 $ 47,389,875 |
Schedule of amortization of debt issuance and debt discount costs | Debt Issuance Debt Discount Total 2019 $ 196,870 $ 610,530 $ 807,400 2020 153,121 767,744 920,865 2021 - 710,486 710,486 2022 - 918,205 918,205 2023 - 1,186,655 1,186,655 Thereafter - 3,704,802 3,704,802 $ 349,991 $ 7,898,422 $ 8,248,413 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of options outstanding | Incentive Weighted Stock Average Options Exercise Price Outstanding – January 1, 2019 4,700,000 - Granted 119,250 2.50 Forfeited/canceled - - Exercised - - Outstanding - March 31, 2019 (unaudited) 4,819,250 $ 2.50 |
Schedule of options outstanding and exercisable | Options Outstanding Options Exercisable Range of Exercise Prices Number Price* Life* Number Price* $2.50 4,819,250 $ 2.50 9.10 1,204,816 $ 2.50 Total - March 31, 2019 4,819,250 $ 2.50 9.10 1,204,816 $ 2.50 |
Schedule of Black-Scholes option-pricing model | For the Three Months Ended For the Three Months Ended 2019 2018 (Unaudited) (Unaudited) Approximate risk-free rate 2.54% N/A Average expected life 7 years N/A Dividend yield 0% N/A Volatility 44.3 N/A Estimated fair value of total options granted $30,713 N/A |
Schedule of activity for warrants outstanding | Weighted Number of Average Warrants Exercise Price Outstanding – January 1, 2019 4,293,894 3.09 Issued - - Forfeited/canceled - - Exercised - - Outstanding - March 31, 2019 (unaudited) 4,293,894 $ 3.09 |
Warrants [Member] | |
Schedule of Black-Scholes option-pricing model | For the Three Months Ended March 31, For the Three Months Ended 2019 2018 (Unaudited) (Unaudited) Approximate risk-free rate N/A 2.69% Average expected life N/A 5 years Dividend yield N/A 0% Volatility N/A 103.75% Estimated fair value of total warrants granted N/A $34,719 |
Schedule of activity for warrants outstanding | Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Price* Life* Number Price* $2.50 - $7.00 4,293,894 $ 3.09 8.06 3,293,895 $ 2.52 Total - March 31, 2019 4,293,894 $ 3.09 8.06 3,293,895 $ 2.52 Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Price* Life* Number Price* $2.50 - $3.00 1,343,334 $ 3.18 4.92 1,343,334 $ 3.18 Total - March 31, 2018 1,343,334 $ 3.18 4.92 1,343,334 $ 3.18 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of right-of-use assets | Operating lease $ 9,928,193 Finance lease 1,067,740 $ 10,995,933 |
Schedule of maturities on finance leases | Year Amount 2019 remaining $ 378,782 2020 600,809 2021 43,427 2022 48,986 2023 22,769 Total 1,094,773 Less current portion (526,683 ) $ 568,090 |
Schedule of maturities of operating lease liabilities | 2019 remaining $ 1,883,741 2020 2,244,495 2021 1,785,246 2022 1,857,025 2023 459,729 Thereafter 1,169,113 Total lease payments 9,399,349 Less current portion (2,573,654 ) $ 6,825,695 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Favorable lease, net | $ 307,000 | |
Liabilities | ||
Operating lease liabilities | $ 2,573,654 | |
Previously Reported [Member] | ||
Assets | ||
Operating lease right-of-use assets | ||
Favorable lease, net | 141,799 | |
Liabilities | ||
Operating lease liabilities | ||
Opening Balance Adjustments [Member] | ||
Assets | ||
Operating lease right-of-use assets | 4,380,571 | |
Favorable lease, net | (141,799) | |
Liabilities | ||
Operating lease liabilities | 4,238,772 | |
Jan.1.2019 [Member] | ||
Assets | ||
Operating lease right-of-use assets | 4,380,571 | |
Favorable lease, net | ||
Liabilities | ||
Operating lease liabilities | $ 4,238,772 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Liabilities | ||
Operating lease liabilities | $ 2,573,654 | |
As Reported under ASC Topic 842 [Member] | ||
Assets | ||
Operating lease right-of-use assets | 4,380,571 | |
Liabilities | ||
Operating lease liabilities | 4,238,772 | |
If Reported under ASC Topic 840 [Member] | ||
Assets | ||
Operating lease right-of-use assets | ||
Liabilities | ||
Operating lease liabilities | ||
Effect of Change to ASC Topic 842 [Member] | ||
Assets | ||
Operating lease right-of-use assets | 4,380,571 | |
Liabilities | ||
Operating lease liabilities | $ 4,238,772 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Sep. 30, 2019 | May 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Stockholders' deficit | $ (14,482,971) | $ (10,137,894) | $ (10,277,707) | $ (12,775,330) | ||
Negative operating cashflows | (7,350,131) | (1,086,499) | ||||
Private placement amount | $ 11,400,000 | |||||
Proceeds from collection of finance receivables | $ 24,500,000 | |||||
Cash | 2,096,843 | $ 1,466,889 | $ 1,630,022 | $ 83,867 | ||
CNG service stations [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Working capital deficit | 40,000,000 | |||||
Stockholders' deficit | 14,000,000 | |||||
Negative operating cashflows | $ 7,300,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Jan. 04, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Assets acquired | |||
Trade name | $ 2,156,000 | $ 546,000 | |
Customer relationships | 3,873,730 | 2,743,730 | |
Goodwill | $ 11,365,302 | $ 2,887,281 | |
Sheehy Note [Member] | |||
Assets acquired | |||
Accounts receivable - trade | $ 375,951 | ||
Accounts receivable - fuel tax credit | 30,397 | ||
Prepaid expenses | 464,462 | ||
Property and equipment | 4,128,926 | ||
Other long-term assets | 2,750 | ||
Due from related parties | 252,058 | ||
Trade name | 310,000 | ||
Customer relationships | 410,000 | ||
Non-competition agreement | 80,000 | ||
Goodwill | 4,007,197 | ||
Total assets acquired | 10,061,741 | ||
Liabilities assumed | |||
Accounts payable | (2,907,594) | ||
Accrued expenses | (1,182,468) | ||
Long-term debt | (2,639,146) | ||
Finance lease | (1,047,733) | ||
Total liabilities assumed | (7,776,941) | ||
Net assets acquired | 2,284,800 | ||
Consideration paid | |||
Fair value of 2,240,000 shares of common stock issuable | 2,284,800 | ||
Total | $ 2,284,800 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | Feb. 01, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Assets acquired | |||
Trade name | $ 2,156,000 | $ 546,000 | |
Customer relationships | 3,873,730 | 2,743,730 | |
Goodwill | $ 11,365,302 | $ 2,887,281 | |
Ursa and JB Lease [Member] | |||
Assets acquired | |||
Cash | $ 3,742,892 | ||
Account receivable - trade | 579,188 | ||
Other short-term assets | 1,646,343 | ||
Property and equipment | 15,509,169 | ||
Trade name | 1,300,000 | ||
Customer relationships | 720,000 | ||
Non-competition agreement | 80,000 | ||
Goodwill | 4,470,824 | ||
Long-term assets | 31,640 | ||
Total assets acquired | 28,080,056 | ||
Liabilities assumed | |||
Accounts payable | (5,640,689) | ||
Accrued expenses | (1,494,505) | ||
Long-term debt | (11,198,862) | ||
Total liabilities assumed | (18,334,056) | ||
Net assets acquired | 9,746,000 | ||
Consideration paid: | |||
Fair value of 800,000 shares of common stock issuable | 816,000 | ||
Cash | 2,500,000 | ||
Promissory note | 6,430,000 | ||
Total | $ 9,746,000 |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) | Jun. 01, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Assets acquired | |||
Trade names | $ 2,156,000 | $ 546,000 | |
Customer relationships | 3,873,730 | 2,743,730 | |
Goodwill | $ 11,365,302 | $ 2,887,281 | |
Thunder Ridge [Member] | |||
Assets acquired | |||
Accounts receivable - trade | $ 2,061,514 | ||
Prepaids | 160,436 | ||
Trade names | 460,000 | ||
Non-competition agreement | 40,000 | ||
Customer relationships | 2,330,000 | ||
Goodwill | 2,887,281 | ||
Property and equipment | 207,734 | ||
Deposits and other long-term assets | 205,113 | ||
Total assets acquired | 8,352,078 | ||
Liabilities assumed | |||
Accounts payable | (1,027,316) | ||
Accrued expenses | (1,573,578) | ||
Factored receivable advance | (1,230,679) | ||
Line of credit | (421,739) | ||
Long-term debt | (187,016) | ||
Fuel discount advance | (996,750) | ||
Total liabilities assumed | (5,437,078) | ||
Net assets acquired | 2,915,000 | ||
Consideration paid | |||
Fair value of 500,000 shares of common stock issuable | 415,000 | ||
Promissory note | 2,500,000 | ||
Total | $ 2,915,000 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
As reported | $ 28,376,046 | $ 320,796 |
Add pro forma adjustments: | ||
Sheehy | 6,427,484 | |
Ursa and JB Lease | 5,009,963 | 13,710,489 |
Thunder Ridge | 6,297,145 | |
Pro forma revenue | 33,386,009 | 26,755,914 |
Net (loss) income | ||
As reported | (7,435,129) | 102,717 |
Add pro forma adjustments: | ||
Sheehy | (1,136,464) | |
Ursa and JB Lease | (102,726) | (291,607) |
Thunder Ridge | (332,985) | |
Pro forma net loss | (7,537,855) | (1,658,339) |
Net (loss) income attributable to common stockholders | ||
As reported | (7,441,129) | 102,717 |
Pro forma | $ (7,543,855) | $ (1,681,059) |
Basic and diluted weighted-average common shares outstanding | 3,339,356 | 440,419 |
Basic and diluted (loss) income per common share, as reported | $ (2.23) | $ 0.23 |
Basic and diluted loss per common share, pro forma | $ (2.26) | $ (3.82) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | Feb. 01, 2019 | Jan. 04, 2019 | Nov. 18, 2019 | Aug. 30, 2019 | Nov. 18, 2018 | Jun. 01, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Business Combination (Textual) | |||||||||
Principal amount | $ 4,000,000 | ||||||||
Interest rate | 7.50% | ||||||||
Default interest rate | 12.50% | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Debt instrument, description | On August 30, 2019 the note was extended until November 2022. Effective with the extension, the Company paid Peck approximately $150,000 in principal and increased the monthly principal payments to $20,000. All accrued and unpaid interest will be due and payable on the maturity date. | ||||||||
Fair value of warrants, terms | 5 years | 48 months | |||||||
Acquisition of cash payment | $ 3,742,892 | ||||||||
Outstanding balance | 2,770,506 | $ 2,386,778 | |||||||
Common stock unissued | $ 3,515,800 | $ 415,000 | |||||||
Description of warrants | Warrants for employment to be issued upon the first anniversary: (i) a warrant to purchase 333,333 shares of common stock at an exercise price of $3.00 per share (the "$3.00 Warrant"), (ii) on the second anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $5.00 per share (the "$5.00 Warrant"), and (iii) on the third anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $7.00 per share (the "$7.00 Warrant," and together with the $3.00 Warrant and $5.00 Warrant, the ("Warrants"). The Company estimated the fair value of the warrants on the date of grant to be approximately $149,000. The Warrants are exercisable five years from the issuance date. | ||||||||
Revenue | $ 28,376,046 | 320,796 | |||||||
Net loss | (7,435,129) | $ 102,717 | |||||||
Transaction closing costs | 15,000 | ||||||||
Common stock shares | 2,258,530 | ||||||||
Accrued interest - related party | 1,095,103 | $ 922,471 | |||||||
W.E. Graham [Member] | |||||||||
Business Combination (Textual) | |||||||||
Percentage of outstanding common stock | 100.00% | ||||||||
Acquisition of cash payment | $ 186,000 | ||||||||
Purchase of notes payable | $ 300,000 | ||||||||
Ursa [Member] | |||||||||
Business Combination (Textual) | |||||||||
Revenue | 9,219,826 | ||||||||
Net loss | (931,345) | ||||||||
Issuance shares, shares | 800,000 | ||||||||
JB Lease [Member] | |||||||||
Business Combination (Textual) | |||||||||
Principal amount | $ 6,430,000 | ||||||||
Debt instrument maturity, description | Maturity date of August 2020. | ||||||||
Debt instrument, description | The JB Lease Note is interest-free until June 1, 2019 and is secured by 100% of the equity in Ursa and JB Lease. Beginning June 1, 2019, the JB Lease Note provides for monthly principal and interest payments of $50,000 and bears interest at a rate of 9% per annum, which interest is payable monthly in advance beginning June 1, 2019. Ursa is a national carrier specializing in contract transportation for USPS. Additionally, Ursa provides supply chain solutions for many local and national accounts. | ||||||||
Payment of cash | $ 2,500,000 | ||||||||
Revenue | 9,219,826 | ||||||||
Net loss | (931,345) | ||||||||
Indebtedness assumed | $ 11,200,000 | ||||||||
Sheehy Enterprises, Inc. [Member] | |||||||||
Business Combination (Textual) | |||||||||
Principal amount | $ 400,000 | 400,000 | |||||||
Increased principal amount | 450,000 | ||||||||
Interest rate | 5.65% | ||||||||
Debt instrument maturity, description | Maturity date of March 3, 2019 | ||||||||
Aggregate principal amount | $ 83,333 | ||||||||
Common stock, par value | $ 2.50 | ||||||||
Notes payable | $ 450,000 | ||||||||
Revenue | 5,097,582 | ||||||||
Net loss | (2,018,622) | ||||||||
Shares issued upon conversion | 2,240,000 | ||||||||
Initial Payment | $ 400,000 | ||||||||
Subsequent Event [Member] | Intercompany Agreement [Member] | |||||||||
Business Combination (Textual) | |||||||||
Aggregate principal amount | $ 47,942 | ||||||||
Outstanding balance | $ 402,058 | ||||||||
Common stock shares | 35,156 | ||||||||
Accrued interest - related party | $ 39,947 | ||||||||
Thunder Ridge [Member] | |||||||||
Business Combination (Textual) | |||||||||
Principal amount | $ 2,500,000 | ||||||||
Interest rate | 6.00% | ||||||||
Default interest rate | 9.00% | ||||||||
Debt instrument maturity, description | (a) the date the Company raises $40,000,000 in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Billy (Trey) Peck's ("Peck") employment with the Company by the Company without cause or by Peck for good reason. | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Total transaction costs | $ 2,915,000 | ||||||||
Description of acquired shares return | If the Company fails to repay the amounts outstanding under the TR Note on or before November 30, 2022, then at the option of Peck the Company shall immediately surrender all right, title and interest in all of the outstanding shares of stock in Thunder Ridge to Peck. | ||||||||
Outstanding balance | $ 2,358,472 | 2,386,778 | |||||||
Transaction closing costs | $ 50,000 | ||||||||
Monthly principal payments | $ 14,000 | ||||||||
Common stock issued | $ 500,000 | ||||||||
Thunder Ridge [Member] | Subsequent Event [Member] | |||||||||
Business Combination (Textual) | |||||||||
Principal amount | $ 150,000 | ||||||||
Monthly principal payments | $ 20,000 |
Balance Sheet Disclosures (Deta
Balance Sheet Disclosures (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Disclosures [Abstract] | ||
Accounts receivable - trade | $ 5,857,870 | $ 6,370,412 |
Allowance for doubtful accounts | (26,979) | |
Accounts receivable, net | $ 5,830,891 | $ 6,370,412 |
Balance Sheet Disclosures (De_2
Balance Sheet Disclosures (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property and equipment | ||
Property and equipment, gross | $ 27,232,477 | $ 8,570,627 |
Less accumulated depreciation | (1,852,455) | (966,765) |
Property, equipment and land, net | 25,380,022 | 7,603,862 |
Tractors, trailers, and other vehicles [Member] | ||
Property and equipment | ||
Property and equipment, gross | 15,610,298 | 377,896 |
Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 6,267,854 | 3,329,893 |
Buildings [Member] | ||
Property and equipment | ||
Property and equipment, gross | 3,849,312 | 3,849,312 |
Land [Member] | ||
Property and equipment | ||
Property and equipment, gross | 975,899 | 975,899 |
Leasehold Improvements [Member] | ||
Property and equipment | ||
Property and equipment, gross | 262,485 | |
Office Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 227,020 | |
Computer Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | $ 39,609 | $ 37,627 |
Balance Sheet Disclosures (De_3
Balance Sheet Disclosures (Details 2) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Disclosures [Abstract] | ||
Beginning goodwill | $ 2,887,281 | |
Additions: | ||
Sheehy acquisition | 4,007,197 | |
Ursa and JB Lease acquisition | 4,470,824 | |
Thunder Ridge acquisition | 2,887,281 | |
Total | $ 11,365,302 | $ 2,887,281 |
Balance Sheet Disclosures (De_4
Balance Sheet Disclosures (Details 3) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Intangible assets | ||
Customer list | $ 3,873,730 | $ 2,743,730 |
Trade names | 2,156,000 | 546,000 |
Favorable leases | 307,000 | |
Non-competition agreement | 200,000 | 40,000 |
Intangible assets gross | 6,229,730 | 3,636,730 |
Less amortization | (617,572) | (599,991) |
Intangible assets total | $ 5,612,158 | $ 3,036,739 |
Balance Sheet Disclosures (De_5
Balance Sheet Disclosures (Details 4) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Future amortization expense | ||
2019 | $ 741,000 | |
2020 | 912,000 | |
2021 | 748,000 | |
2022 | 748,000 | |
2023 | 748,000 | |
Thereafter | 1,715,000 | |
Total | $ 5,612,158 | $ 3,036,739 |
Balance Sheet Disclosures (De_6
Balance Sheet Disclosures (Details 5) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued expenses | ||
Compensation, related taxes and benefits | $ 2,623,939 | $ 1,344,046 |
Purchased transportations | 1,690,668 | 2,187,616 |
Credit cards | 695,785 | 584,746 |
Professional fees | 621,045 | 250,000 |
CNG expenses | 450,000 | |
Federal alternative fuels tax credit | 271,607 | 242,725 |
Interest | 216,595 | 137,597 |
Operating expenses | 86,492 | 80,573 |
Excise taxes | 38,397 | 5,273 |
Regulatory fees | 233,279 | |
Deferred rent | 7,462 | |
Total | $ 6,694,528 | $ 5,073,317 |
Balance Sheet Disclosures (De_7
Balance Sheet Disclosures (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Balance Sheet Disclosures (Textual) | ||
Depreciation expense | $ 891,358 | $ 121,528 |
Amortization expense | $ 182,782 | $ 42,105 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenues | $ 28,376,046 | $ 320,796 |
Operating expenses | 34,696,473 | 632,915 |
Depreciation and amortization | 1,235,812 | 163,633 |
Net income (loss) | (7,435,129) | 102,717 |
Total [Member] | ||
Total revenues | 28,376,046 | 320,796 |
Operating expenses | (33,460,661) | (469,282) |
Depreciation and amortization | (1,235,812) | (163,633) |
Interest and other (expense) income, net | (1,114,702) | 414,836 |
Net income (loss) | (7,435,129) | 102,717 |
Trucking [Member] | ||
Total revenues | 28,091,155 | |
Operating expenses | (31,474,491) | |
Depreciation and amortization | (1,092,278) | |
Interest and other (expense) income, net | (520,965) | |
Net income (loss) | (4,996,579) | |
CNG Fueling Stations [Member] | ||
Total revenues | 284,891 | 320,796 |
Operating expenses | (686,932) | (206,394) |
Depreciation and amortization | (141,090) | (163,633) |
Interest and other (expense) income, net | (14,867) | 818,897 |
Net income (loss) | (557,998) | 769,666 |
Corporate and Unallocated [Member] | ||
Total revenues | ||
Operating expenses | (1,299,238) | (262,888) |
Depreciation and amortization | (2,444) | |
Interest and other (expense) income, net | (578,870) | (404,061) |
Net income (loss) | $ (1,880,552) | $ (666,949) |
Segment Reporting (Details 1)
Segment Reporting (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, equipment and land, net | $ 25,380,022 | $ 7,603,862 |
Goodwill | 11,365,302 | 2,887,281 |
Intangibles | 5,612,158 | 3,036,739 |
Right of use asset | 10,995,933 | |
Other assets | 11,399,379 | 9,122,724 |
Total assets | 64,752,794 | 22,650,606 |
Trucking [Member] | ||
Property, equipment and land, net | 18,020,014 | 349,549 |
Goodwill | 11,365,302 | 2,887,281 |
Intangibles | 5,612,158 | 2,894,940 |
Right of use asset | 10,664,554 | |
Other assets | 10,446,183 | 7,929,703 |
Total assets | 56,108,211 | 14,061,473 |
CNG [Member] | ||
Property, equipment and land, net | 7,132,786 | 7,254,313 |
Goodwill | ||
Intangibles | 141,799 | |
Right of use asset | 141,799 | |
Other assets | 940,880 | 1,187,947 |
Total assets | 8,215,465 | 8,584,059 |
Corporate and Unallocated [Member] | ||
Property, equipment and land, net | 227,222 | |
Right of use asset | 189,580 | |
Other assets | 12,316 | 5,074 |
Total assets | $ 429,118 | $ 5,074 |
Segment Reporting (Details Text
Segment Reporting (Details Textual) | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018 | |
Segment Reporting (Textual) | ||
Number of reportable segments | 2 | |
Goodwill | $ 11,365,302 | |
One customer [Member] | ||
Segment Reporting (Textual) | ||
Concentration risk, percentage | 99.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Related party | $ 402,058 | $ 252,058 | |
Sheehy Enterprises Inc. [Member] | |||
Related party | (374,890) | (439,890) | |
North American Dispatch Systems [Member] | |||
Related party | 776,948 | 776,948 | |
Stockholder [Member] | |||
Related party | $ (85,000) |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Nov. 18, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Apr. 02, 2019 | Jan. 07, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Textual) | ||||||
Accounts payable - related party | $ 428,217 | $ 337,345 | ||||
Accrued interest - related party | 1,095,103 | 922,471 | ||||
Accounts receivable - related party | 0 | 40,571 | ||||
Due from related party | $ 150,000 | |||||
Recognized expense | 121,000 | |||||
Outstanding balance | 2,770,506 | $ 2,386,778 | ||||
Common stock shares | 2,258,530 | |||||
Intercompany Agreement [Member] | Subsequent Event [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Accrued interest - related party | $ 39,947 | |||||
Aggregate principal amount | 47,942 | |||||
Outstanding balance | $ 402,058 | |||||
Common stock shares | 35,156 | |||||
Accounts receivable balance | $ 374,890 | |||||
Collateral Security Pledge Agreement [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Cash and investments | $ 327,975 | |||||
Expires date | Mar. 1, 2020 | |||||
Officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Due from related party | 337,058 | |||||
Former Officer [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Common stock shares issued | 117,092 | |||||
Accounts payable related party | $ 300,000 | |||||
Settlement amount | $ 37,500 | |||||
EAF [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Advanced from related party | $ 324,429 | $ 324,429 |
Factoring (Details)
Factoring (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Factoring (Textual) | ||
Factored accounts receivable, description | The Company entered into an accounts receivable factoring arrangement with a financial institution (the “Factor”), which has been extended to February 18, 2021. Pursuant to the terms of the agreement, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a recourse basis for credit-approved accounts. The Factor remits 95% of the accounts receivable balance to the Company (the “Advance Amount”) with the remaining balance, less fees to be forwarded once the Factor collects the full accounts receivable balance from the customer. Financing costs are comprised of an interest rate of Prime plus 3.75% plus a factor fee of 0.85% of the face amount of the invoice factored based upon number of days the Advance Amount remains outstanding. Interest and factoring costs are included in interest expense. | |
Factored receivables | $ 308,779 | $ 0 |
Line-of-Credit (Details)
Line-of-Credit (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | |
Line-of-Credit (Textual) | |||
Line-of-credit borrowing capacity | $ 421,738 | ||
Outstanding bear interest rate | 6.75% | ||
Outstanding balance | $ 310,589 | $ 316,589 | |
Line-of-credit | $ 100,000 | ||
Extended line of credit | $ 321,739 | ||
Line-of-credit maturity date | Apr. 30, 2019 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | $ 47,389,875 | |
Debt discount | (499,475) | $ (591,598) |
Less current portion | (7,261,216) | (269,239) |
Long term portion | 8,522,751 | 1,063,559 |
Three Percent Four Promissory Notes [Member] | Convertible Note [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 262,508 | 281,250 |
Thunder Ridge [Member] | Convertible Note [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 91,606 | 100,966 |
Long-term Debt [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 47,389,875 | 26,111,904 |
Debt issuance cost | (349,991) | (415,614) |
Debt discount | (7,898,422) | (8,086,893) |
Long term debt, net | 39,141,462 | 17,609,397 |
Less current portion | (17,906,722) | (6,531,017) |
Long term portion | 21,234,740 | 11,078,380 |
Long-term Debt [Member] | Convertible Note [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | ||
Long-term Debt [Member] | Promissory note One [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | ||
Long-term Debt [Member] | Convertible Debt Two [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | ||
Long-term Debt [Member] | Convertible Debt Five [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 4,067,140 | 4,039,630 |
Long-term Debt [Member] | Small Business Administration Note [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 917,596 | 950,582 |
Long-term Debt [Member] | Four Promissory Notes [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 9,500,000 | 9,500,000 |
Long-term Debt [Member] | Six Subordinated Convertible Senior Notes Payable [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 75,000 | 75,000 |
Long-term Debt [Member] | Promissory Notes [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 3,800,000 | 3,800,000 |
Long-term Debt [Member] | Promissory Note Two [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 4,000,000 | 4,000,000 |
Long-term Debt [Member] | Stockholder [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 2,358,472 | 2,386,778 |
Long-term Debt [Member] | Thunder Ridge [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 975,296 | 977,698 |
Long-term Debt [Member] | Stockholder One [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 6,430,000 | |
Long-term Debt [Member] | Stockholder Two [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 400,000 | |
Long-term Debt [Member] | Various Notes Payable [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 7,277,178 | |
Long-term Debt [Member] | Notes Payable [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 800,000 | |
Long-term Debt [Member] | Notes Payable One [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 257,126 | |
Long-term Debt [Member] | Notes Payable Two [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 3,637,421 | |
Long-term Debt [Member] | Equipment Notes Payable [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 1,427,103 | |
Long-term Debt [Member] | Notes Payable To Bank [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | 912,312 | |
Long-term Debt [Member] | Notes Payable Three [Member] | ||
Extinguishment of Debt [Line Items] | ||
Long-term debt, gross | $ 201,117 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) | Mar. 31, 2019USD ($) |
Maturities of long-term obligations | |
2019 | $ 17,565,265 |
2020 | 9,488,672 |
2021 | 7,391,802 |
2022 | 1,497,179 |
2023 | 1,752,605 |
Thereafter | 9,500,000 |
Long-term obligations | 47,389,875 |
Related Party Notes [Member] | |
Maturities of long-term obligations | |
2019 | 10,570,506 |
2020 | 6,417,966 |
2021 | |
2022 | |
2023 | |
Thereafter | 9,500,000 |
Long-term obligations | 26,488,472 |
Other Notes [Member] | |
Maturities of long-term obligations | |
2019 | 7,336,216 |
2020 | 2,923,601 |
2021 | 7,391,802 |
2022 | 1,497,179 |
2023 | 1,752,605 |
Thereafter | |
Long-term obligations | $ 20,901,403 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) | Mar. 31, 2019USD ($) |
2019 | $ 807,400 |
2020 | 920,865 |
2021 | 710,486 |
2022 | 918,205 |
2023 | 1,186,655 |
Thereafter | 3,704,802 |
Amortization of debt issuance and debt discount costs | 8,248,413 |
Debt Issuance [Member] | |
2019 | 196,870 |
2020 | 153,121 |
2021 | |
2022 | |
2023 | |
Thereafter | |
Amortization of debt issuance and debt discount costs | 349,991 |
Debt Discount [Member] | |
2019 | 610,530 |
2020 | 767,744 |
2021 | 710,486 |
2022 | 918,205 |
2023 | 1,186,655 |
Thereafter | 3,704,802 |
Amortization of debt issuance and debt discount costs | $ 7,898,422 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) | Feb. 01, 2019 | Jan. 04, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Sep. 30, 2019 |
Long-Term Debt (Textual) | ||||||
Interest rate | 7.50% | |||||
Interest rate on promissory notes | 12.50% | |||||
Principal amount | $ 4,000,000 | |||||
Promissory note | 4,005,000 | |||||
Convertible notes, description | On August 30, 2019 the note was extended until November 2022. Effective with the extension, the Company paid Peck approximately $150,000 in principal and increased the monthly principal payments to $20,000. All accrued and unpaid interest will be due and payable on the maturity date. | |||||
Unamortized debt discount | $ 499,475 | $ 591,598 | ||||
Convertible Note [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Interest rate on promissory notes | 9.00% | |||||
Secured convertible promissory notes | $ 4,005,000 | |||||
Commissions paid | $ 524,987 | |||||
Conversion rate | $ 2.50 | $ 2.50 | ||||
Convertible notes, description | The fair value of the warrants issued determined using the Black-Scholes pricing model was $747,223, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates, and the assumption of no dividends. | |||||
Purchase shares of common stock | 1,602,000 | 1,602,000 | ||||
warrant exercise price | $ 2.50 | $ 2.50 | ||||
Notes Payable, Other Payables [Member] | ||||||
Long-Term Debt (Textual) | ||||||
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. | |||||
Maturity date | Oct. 31, 2022 | |||||
Interest rate | 3.00% | |||||
Note payable | $ 300,000 | |||||
JB Lease [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | Various notes payable acquired from JB Lease to multiple lenders with interest rates ranging from 3.9% to 5.1%. The notes call for monthly principal payments ranging from $365 to $28,756 and interest payments and maturity dates ranging from September 2019 to August 2024. | |||||
Note payable maturity, description | Maturity date of August 2020. | |||||
Principal amount | $ 6,430,000 | |||||
Convertible notes, description | The JB Lease Note is interest-free until June 1, 2019 and is secured by 100% of the equity in Ursa and JB Lease. Beginning June 1, 2019, the JB Lease Note provides for monthly principal and interest payments of $50,000 and bears interest at a rate of 9% per annum, which interest is payable monthly in advance beginning June 1, 2019. Ursa is a national carrier specializing in contract transportation for USPS. Additionally, Ursa provides supply chain solutions for many local and national accounts. | |||||
Sheehy [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Interest rate | 5.65% | |||||
Note payable maturity, description | Maturity date of March 3, 2019 | |||||
Principal amount | $ 400,000 | $ 400,000 | ||||
Long-term Debt [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Principle and interest payments | 27,510 | |||||
Debt issuance costs | 349,991 | $ 415,614 | ||||
Unamortized debt discount | $ 7,898,422 | $ 8,086,893 | ||||
Long-term Debt [Member] | Subsequent Event [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Debt obligations | $ 7,800,000 | |||||
Small Business Administration Note [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | $1,300,000 SBA note payable issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. | |||||
Maturity date | Mar. 31, 2024 | |||||
Issued in units | 35,491 | |||||
Number of units equivalent to common shares | 31,203 | |||||
Principle and interest payments | $ 15,288 | |||||
Four Promissory Notes [Member] | EAF [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Maturity date | Feb. 1, 2026 | |||||
Interest rate | 1.50% | |||||
Note payable maturity, description | The Company imputed an interest rate of 12.8% on the promissory notes. | |||||
Convertible note shares | 7,000,000 | |||||
Debt discount | $ 7,398,947 | $ 7,495,295 | ||||
Promissory note | $ 9,500,000 | |||||
Six Subordinated Convertible Senior Notes Payable [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Interest rate | 16.00% | |||||
Promissory Notes [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | Effective with the extension the Company paid Peck approximately $164,000 in principal and increased the monthly principal payments to $20,000. | |||||
Maturity date | Apr. 30, 2019 | |||||
Interest rate | 6.00% | |||||
Public offering or private offering | $ 40,000,000 | |||||
Promissory note | $ 2,500,000 | |||||
Promissory Notes [Member] | EAF [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Maturity date | Dec. 31, 2017 | |||||
Note payable maturity, description | Default interest of 12.5% per annum, an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million; or (c) an event of default. During April 2018, the promissory note’s maturity date was extended to July 2019. | |||||
Interest rate on promissory notes | 7.50% | |||||
Promissory note | $ 3,800,000 | |||||
Extended maturity date | Jul. 31, 2019 | |||||
Promissory Note [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Principal amount | $ 14,000 | |||||
Promissory Note [Member] | EAF [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Maturity date | Feb. 28, 2020 | |||||
Interest rate on promissory notes | 7.50% | |||||
Promissory note | $ 4,000,000 | |||||
Three Notes Payable [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | Thunder Ridge with interest ranging from 2.99% to 6.92%, with monthly payments of principal and interest in aggregate of $2,633, and maturity dates between September 2020 and January 2023. | |||||
Principle and interest payments | $ 2,633 | |||||
Thunder Ridge [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $1,000,000 was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5% and is collateralized by substantially all of Thunder Ridge’s assets. As Thunder Ridge purchases fuel from the supplier’s station, Thunder Ridge reduces its fuel advance liability by $0.25 per gallon. Purchases made during the three months ended March 31, 2019 and the year ended December 31, 2018, were nominal. With the Thunder Ridge acquisition, the maturity date was extended from December 31, 2018 to June 2021. | |||||
Promissory Notes Six [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | Principal and interest payments commence June 1, 2019 in equal monthly installments of $50,000 with a final payment of $6,400,000. On August 30, 2019, the note was extended to November 2022. | |||||
Maturity date | Aug. 31, 2020 | |||||
Interest rate | 9.00% | |||||
Promissory note | $ 6,430,000 | |||||
Promissory Notes Seven [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | If the renewals have been exhausted, the note will increase in value to $450,000 and convert to shares of common stock at $2.50 per share. As of the final maturity extension date, the principal amount of $400,000 was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $450,000. | |||||
Interest rate | 5.65% | |||||
Promissory note | $ 400,000 | |||||
Promissory Notes Eight [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | The note requires principal and interest payments in equal monthly installments of $19,566, with the final payment of $48,000. | |||||
Maturity date | Feb. 11, 2023 | |||||
Interest rate | 10.20% | |||||
Promissory note | $ 800,000 | |||||
Promissory Notes Nine [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | Principal and interest payments in equal monthly installments of $6,785 with the final payment of $16,513. | |||||
Maturity date | Jan. 22, 2023 | |||||
Interest rate | 10.60% | |||||
Promissory note | $ 275,215 | |||||
Promissory Notes Ten [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | The note requires principal and interest payments in equal monthly installments of $78,507 with the final payment of $229,589. | |||||
Maturity date | Jan. 23, 2023 | |||||
Interest rate | 10.10% | |||||
Promissory note | $ 3,826,475 | |||||
Promissory Notes Eleven [Member] | Sheehy [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | Notes payable to a bank acquired from Sheehy with interest of 4.35% to 4.375%. The notes call for monthly principal and interest payments ranging from $2,391 to $10,189, with final payments of $130,701 to $246,771. The notes mature between September 2020 and December 2021 and are collateralized by substantially all assets of the Company. | |||||
Equipment Notes Payable [Member] | Sheehy [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | The notes have maturity dates varying from June 2020 to August 2020. Monthly payments ranging from $29,867 to $30,525. Interest rates range from 3.1% to 4.1%. | |||||
Promissory Notes Tweleve [Member] | ||||||
Long-Term Debt (Textual) | ||||||
Note payable, description | The note requires principal and interest payments in equal monthly installments of $5,059. | |||||
Maturity date | Mar. 31, 2023 | |||||
Interest rate | 8.94% | |||||
Promissory note | $ 229,666 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Incentive Stock Options, Outstanding at beginning of year | shares | 4,700,000 |
Incentive Stock Options, Granted | shares | 119,250 |
Incentive Stock Options, Forfeited/canceled | shares | |
Incentive Stock Options, Exercised | shares | |
Incentive Stock Options, Outstanding at ending of year | shares | 4,819,250 |
Outstanding at beginning of year, weighted average exercise price | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 2.50 |
Weighted Average Exercise Price, Forfeited/canceled | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Outstanding at ending of year, weighted average exercise price | $ / shares | $ 2.50 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - $ / shares | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | |||
Warrants [Member] | ||||
Outstanding, Number | 4,293,894 | 1,343,334 | ||
Outstanding, Price | [1] | $ 3.09 | $ 3.18 | |
Outstanding, Life | 8 years 22 days | [1] | 4 years 11 months 1 day | |
Exercisable, Number | 3,293,895 | 1,343,334 | ||
Exercisable, Price | [1] | $ 2.52 | $ 3.18 | |
$2.50 - $7.00 [Member] | Warrants [Member] | ||||
Outstanding, Number | 4,293,894 | |||
Outstanding, Price | [1] | $ 3.09 | ||
Outstanding, Life | [1] | 8 years 22 days | ||
Exercisable, Number | 3,293,895 | |||
Exercisable, Price | [1] | $ 2.52 | ||
$2.50 - $3.00 [Member] | Warrants [Member] | ||||
Outstanding, Number | 1,343,334 | |||
Outstanding, Price | [1] | $ 3.18 | ||
Outstanding, Life | 4 years 11 months 1 day | |||
Exercisable, Number | 1,343,334 | |||
Exercisable, Price | [1] | $ 3.18 | ||
Equity Option [Member] | ||||
Outstanding, Number | 4,819,250 | |||
Outstanding, Price | [1] | $ 2.50 | ||
Outstanding, Life | [1] | 9 years 1 month 6 days | ||
Exercisable, Number | 1,204,816 | |||
Exercisable, Price | [1] | $ 2.50 | ||
Equity Option [Member] | $2.50 [Member] | ||||
Outstanding, Number | 4,819,250 | |||
Outstanding, Price | [1] | $ 2.50 | ||
Outstanding, Life | [1] | 9 years 1 month 6 days | ||
Exercisable, Number | 1,204,816 | |||
Exercisable, Price | [1] | $ 2.50 | ||
[1] | Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details 2) - Employee Stock Option [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Approximate risk-free rate | 2.54% | 2.69% |
Average expected life | 7 years | 5 years |
Dividend yield | 0.00% | 0.00% |
Volatility | 44.30% | 103.75% |
Estimated fair value of total options granted | $ 30,713 | $ 34,719 |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details 3) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Warrants, Outstanding, Beginning balance | 161,100 |
Equity Option [Member] | |
Number of Warrants, Outstanding, Beginning balance | 4,293,894 |
Number of Warrants, Issued | |
Number of Warrants, Forfeited/canceled | |
Number of Warrants, Exercised | |
Number of Warrants, Outstanding, Ending balance | 4,293,894 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 3.09 |
Weighted Average Exercise Price, Issued | $ / shares | |
Weighted Average Exercise Price, Forfeited/cancelled | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 3.09 |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details Textual) - USD ($) | Apr. 13, 2018 | Mar. 02, 2018 | Oct. 09, 2017 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Aug. 01, 2018 | Apr. 12, 2018 |
Stockholders' Deficit (Textual) | |||||||||
Separation agreement, description | Pursuant to the Separation Agreement, the Company and former president agreed that (i) his last day of employment with the Company was October 9, 2017, (ii) he will be paid an aggregate of $97,069 within ten business days after the Company raises an aggregate of $2 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction of $240,276 of deferred compensation, the Company will issue 89,092 shares of its common stock within ten business days after the Company raises an aggregate of $2 million in any combination of public or private debt or equity securities offerings. The $97,069 payment had not been rendered and the stock had not been issued as of March 31, 2019. The balances are included in accounts payable ? related party. | ||||||||
Dividend payable rate | 8.00% | ||||||||
Non-compounding dividend percentage | 12.00% | ||||||||
Preferred stock dividends per share | $ 3 | ||||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||||
Liquidation preference per share | $ 3 | $ 3 | |||||||
Common stock, shares | 2,278,530 | 2,258,530 | |||||||
Stock-based compensation expense | $ 86,262 | $ 0 | |||||||
Unvested outstanding stock options | 742,000 | 0 | |||||||
Accrued dividends | $ 23,227 | $ 17,227 | |||||||
Reserved for grant | 1,430,750 | ||||||||
Options available for grant | 1,650,000 | ||||||||
Fair value of the warrants | $ 34,719 | ||||||||
Conversion rights, description | If the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds $6.00 per share for 30 consecutive trading days and the daily trading volume of the common stock is at least 20,000 shares for that same period, each share of Preferred Stock will automatically convert to one share of the Company's common stock. | Options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date. | |||||||
Estimated value of warrants | $ 0 | $ 34,719 | |||||||
Liquidation price | $ 3 | ||||||||
Investor [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Common stock shares issued | 1,000,000 | ||||||||
Common stock, per share | $ 2.50 | ||||||||
Aggregate principal amount | $ 2,500,000 | ||||||||
Description of equity | Each Unit consists of (i) one share of the Company's common stock, and (ii) a detachable warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company estimated the fair value of the warrants to be approximately $393,356 through the Black-Scholes Pricing Model, calculated with a ten-year term; 65% volatility; 2.94% discount rate and the assumption of no dividends. The Company did not pay any commissions in connection with the sale of these Units. | ||||||||
Warrants, terms | 10 years | ||||||||
Volatility | 65.00% | ||||||||
Discount rate | 2.94% | ||||||||
Dividends | 0.00% | ||||||||
Unit price | $ 2.50 | ||||||||
Stock Options [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Common stock, shares | 4,250,000 | ||||||||
Options available for grant | 6,250,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Separation agreement, description | The Company issued 100,000 shares of Series A Preferred stock containing 15:1 voting rights to a related party for advisory services rendered to the Company. | ||||||||
Preferred stock issued | 100,000 | ||||||||
Fair value of the warrants | $ 234,000 | ||||||||
Warrants [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Warrants outstanding | $ 75,340 | ||||||||
Warrants issued | 161,100 | ||||||||
Warrants, terms | 5 years | ||||||||
Volatility | 49.00% | ||||||||
Discount rate | 2.85% | ||||||||
Dividends | 0.00% | ||||||||
Description of warrant | The Company issued 999,999 warrants contingent on continued employment. The warrants vest in three tranches of 333,333 warrants each year during 2019, 2020, and 2021. The fair value of the warrants issued, determined using the Black-Scholes pricing model, was $149,390, calculated with six-, seven-, and eight-year terms, respectively; 55%, 51%, and 53% volatility, respectively; 2.8%, 2.85%, and 2.87% discount rate, respectively; and the assumption of no dividends. During the three months ended March 31, 2019 and 2018, the Company has recorded warrant-based compensation expense of $13,603 and $0 associated with the warrants. | ||||||||
Warrant-based compensation expense | $ 0 | ||||||||
Warrants [Member] | Stock Options [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Warrants issued | 747,223 | ||||||||
Warrants, terms | 10 years | ||||||||
Volatility | 65.00% | ||||||||
Discount rate | 2.85% | ||||||||
Dividends | 0.00% | ||||||||
Description of warrant | The Company issued 1,602,000 warrants associated with the Secured convertible promissory notes. The fair value of the warrants issued determined using the Black-Scholes pricing model was $747,223, calculated with a ten-year term; 65% volatility, 2.89%, 2.85%, or 3.00% discount rates; and the assumption of no dividends. | ||||||||
Common Stock [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Separation agreement, description | On April 1, 2019, the Company issued 117,092 shares of common stock to settle the Separation Agreement with the former president. The settlement included $37,500 of advances from a related party and approximately $300,000 for accounts payable - related party. | ||||||||
Company issued shares of common stock | 1,000,000 | ||||||||
Common Stock [Member] | Thunder Ridge [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Company issued shares of common stock | 3,540,000 | ||||||||
Conversion rights, description | As of March 31, 2019, and December 31, 2018, the Company agreed to issue 500,000, 2,240,000 and 800,000 shares of common stock pursuant to the Thunder Ridge, Sheehy, and Ursa acquisitions. Subsequent to March 31, 2019, the Thunder Ridge and Ursa common stock was issued for a total of 1,300,000 shares. | ||||||||
Common stock subscribed [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Company issued shares of common stock | |||||||||
Subscription Agreement [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Common stock, per share | $ 2.50 | ||||||||
Aggregate principal amount | $ 468,655 | ||||||||
Warrants issued | 187,462 | ||||||||
Warrants, exercise price | $ 2.50 | ||||||||
Fair value of the warrants | $ 87,294 | ||||||||
Unit price | $ 2.50 | ||||||||
Escrow Agreement [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Common stock shares issued | 240,000 | 240,000 | |||||||
Expected term of the warrants | 5 years | ||||||||
Proceeds to paid shareholders party, percentage | 25.00% | ||||||||
Warrants issued | 240,000 | 240,000 | |||||||
Warrants, exercise price | $ 6.11 | ||||||||
Estimated value of warrants | $ 9,179 | ||||||||
Volatility | 49.00% | ||||||||
Discount rate | 2.85% | ||||||||
Dividends | 0.00% |
Leases (Details)
Leases (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Right-of-use assets | $ 10,995,933 | |
Operating Leases [Member] | ||
Right-of-use assets | 9,928,193 | |
Finance Leases [Member] | ||
Right-of-use assets | $ 1,067,740 |
Leases (Details 1)
Leases (Details 1) | Mar. 31, 2019USD ($) |
Maturities of the Finance Leases | |
2019 | $ 378,782 |
2020 | 600,809 |
2021 | 43,427 |
2022 | 48,986 |
2023 | 22,769 |
Total | 1,094,773 |
Less current portion | (526,683) |
Total | $ 568,090 |
Leases (Details 2)
Leases (Details 2) | Mar. 31, 2019USD ($) |
Maturities of operating lease liabilities | |
2019 (remaining) | $ 1,883,741 |
2020 | 2,244,495 |
2021 | 1,785,246 |
2022 | 1,857,025 |
2023 | 459,729 |
Thereafter | 1,169,113 |
Total lease payments | 9,399,349 |
Less current portion | (2,573,654) |
Present value of lease liability | $ 6,825,695 |
Leasee (Details Textuals)
Leasee (Details Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Lease, description | The Company recorded a Right-of-Use Asset and Lease Liability on the Consolidated Balance Sheet of approximately $4 million upon adoption. The Sheehy and Ursa acquisitions increased the Right-of-Use Asset and Lease Liability by approximately $5.4 million and $2.0 million, respectively. | |||
Finance Leases [Member] | ||||
Lease expense | $ 1,767,000 | |||
Revenue equipment | $ 1,233,000 | $ 0 | ||
Interest rate | 10.50% | 0.00% | ||
Outstanding financing lease obligations | 1 year 10 months 25 days | |||
Finance lease payments | $ 158,900 | |||
Payments interest | 7,900 | |||
Cash paid | 151,000 | |||
Cash paid Interst | 7,900 | |||
Amortization expense | 161,672 | |||
Operating Leases [Member] | ||||
Lease expense | $ 6,448,000 | |||
Interest rate | 10.50% | |||
Outstanding financing lease obligations | 4 years 4 months 24 days | |||
Operating lease liabilities | $ 1,033,000 | |||
Variable lease costs | $ 100,000 | |||
Payment of deposit for truck leases to related party | $ 400,000 | |||
Final payment | $ 18,600 | $ 18,600 | ||
Sale Lease Back [Member] | ||||
Sale Lease Back Description | The Company entered into a sale-leaseback transaction whereby it sold equipment for $186,000 and concurrently entered into a finance lease agreement for the sold equipment with a 49-month term. | |||
Initial monthly payment | $ 4,871 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Jan. 31, 2019 | |
Commitments and Contingencies (Textual) | ||
Purchase cost of natural gas | $ 545,000 | |
Estimated remaining liability | $ 425,000 | |
Terms of natural gas supply contracts range, description | The terms of the take-or-pay natural gas supply contracts range between April 2019 and September 2019. | |
Security deposit | $ 327,975 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Sep. 23, 2019 | Sep. 16, 2019 | Aug. 30, 2019 | Jul. 22, 2019 | Jul. 19, 2019 | May 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Subsequent Events (Textual) | ||||||||
Interest rate | 7.50% | |||||||
Common stock,par value | $ 0.0001 | $ 0.0001 | ||||||
Conversion of common stock, description | If the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds $6.00 per share for 30 consecutive trading days and the daily trading volume of the common stock is at least 20,000 shares for that same period, each share of Preferred Stock will automatically convert to one share of the Company's common stock. | Options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date. | ||||||
Warrant [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issue of common shares | 1,500,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Company acquired outstanding equity interests | 12,000,000 | |||||||
Share price | $ 2.50 | $ 2.50 | ||||||
Conversion of common stock, description | Pursuant to the Purchase and Exchange Agreement, the Company acquired all of the Acquired Interests for $12,000,000, consisting of: (i) $3,125,000 paid by issuance of 1,250,000 shares of Company common stock at a price per share of $2.50; (ii) $1,250,000 in cash; $5,011,364 in assumed indebtedness; and (iv) an earnout of up to $2,613,635 (the "Earnout"), which is payable in shares of Company common stock at a price per share of $2.50. The Earnout will be calculated within 30 days of the first anniversary of the Purchase and Exchange Agreement and will equal three times EBITDA (as defined in the Purchase and Exchange Agreement) of Courtlandt and Finkle for the 12 months ended June 30, 2019 (subject to a cap of $12,000,000) minus the amounts paid at closing. | Each Unit consists of (i) one share of the Company's common stock, par value $0.0001 per share, and (ii) a warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company sold a total of 4,560,000 Units for aggregate gross proceeds of $11,400,000. The Company did not pay underwriter discounts or commissions in connection with the sale of these Units . The fair value of the warrants issued determined using the Black-Scholes pricing model was $2,057,098, calculated with a ten-year term; 60% volatility, 2.49% discount rates; and the assumption of no dividends. | ||||||
Issuance of non-qualified stock options, shares | 400,000 | |||||||
Issuance of non-qualified stock options | $ 98,922 | |||||||
Subsequent Event [Member] | chief executive officer [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Common stock,par value | $ 2.50 | |||||||
Conversion of common stock, description | 750,000 of the options vested at the time of grant, 250,000 of the options fully vest on December 31, 2020, and the remaining 250,000 fully vest on March 31, 2021. | |||||||
Issuance of non-qualified stock options, shares | 1,250,000 | |||||||
Subsequent Event [Member] | EVO Equipment [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Original principle amount | $ 6,430,000 | |||||||
Maturity terms | Nov. 30, 2022 | |||||||
Financing Agreement [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issue of common shares | 98,000 | |||||||
Financing Agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Interest rate | 12.00% | |||||||
Agreement, description | The Company entered into a $24.5 million financing agreement (the "Financing Agreement") among the Company, each subsidiary of the Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent. Pursuant to the Financing Agreement, the Company initially borrowed $22.4 million (the "Term Loan") and has the ability to borrow up to an additional $2.1 million in the aggregate prior to October 31, 2019 with the Company making reasonable efforts to complete post-closing requests. | |||||||
Term loans, description | The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payments made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payments made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds are to be used to (i) effect the Ritter Acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs. | |||||||
Financing Agreement [Member] | Subsequent Event [Member] | Antara Warrants [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Conversion of common 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 "Warrants") to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the "Warrant Shares"). The $0.01 Warrant grants Antara Capital the right to purchase up to 3,350,000 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 Warrant grants Antara Capital the right to purchase up to 1,025,000 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. | |||||||
Stock exchange agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Maturity terms | Sep. 16, 2022 | |||||||
Conversion of common stock, description | Pursuant to the Exchange Agreement, EVO HoldCo acquired all of the outstanding equity interests in JWR for $9,123,907, consisting of the issuance of 2,440,982 shares of the Company's common stock and $3,021,455 in assumed indebtedness. Pursuant to the Stock Purchase Agreement, EVO HoldCo acquired all of the outstanding equity interests in Ritter Transportation and Ritter Transport for $13,739,056, which was paid in cash at closing and is subject to a customary working capital adjustment. Pursuant to the Membership Interest Purchase Agreement, EVO HoldCo acquired all of the outstanding equity interests in Johmar for $500,000, which was paid in cash at closing. At closing of the Membership Interest Purchase Agreement, EVO HoldCo also paid off Johmar indebtedness of $3,350,669 | |||||||
Subordination Agreements [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Agreement, description | With the EVO Subordination Agreement, $7,800,000 of debt obligations, due on demand and through August 2020 were subordinated and extended to November 2022. | |||||||
Subordination Agreements [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Common stock,par value | $ 0.01 | |||||||
Warrants to purchase common stock | 350,000 | |||||||
Conversion of common stock, description | The Cuzick Warrant is exercisable for five years from the date of issuance. If the fair market value (as defined in the Cuzick Warrant) of the Cuzick Warrant Shares is greater than $0.01 at the end of the exercise period. | |||||||
Equity purchase agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Term loans, description | The Company and Billy (Trey) Peck Jr. ("Peck") entered into an amendment (the "EPA Amendment") to the equity purchase agreement between the Company and Peck dated June 1, 2018 (as subsequently amended, the "EPA"). The EPA Amendment extended the maturity date of the payments due to Peck under the EPA to November 30, 2022. In connection with the EPA Amendment, the Company paid Peck an extension fee of $150,000, which fee will be credited to the balance owed to Peck under the EPA. The Company also agreed to pay Peck an additional $50,000 on January 31, 2020 if the Company meets certain financial goals in the fourth fiscal quarter of 2019, which additional fee, if paid, will also be credited to the balance owed to Peck under the EPA. |