Document and Entity Information
Document and Entity Information | 12 Months Ended |
Mar. 31, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Ecoark Holdings, Inc. |
Entity Central Index Key | 0001437491 |
Amendment Flag | false |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
CURRENT ASSETS | ||
Cash ($85 and $35 pledged as collateral for credit as of March 31, 2020 and 2019, respectively) | $ 406 | $ 244 |
Accounts receivable, net of allowance of $500 and $573 as of March 31, 2020 and 2019, respectively | 172 | 520 |
Prepaid expenses and other current assets | 676 | 900 |
Current assets held for sale - (Note 2) | 23 | |
Total current assets | 1,254 | 1,687 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 3,965 | 824 |
Intangible assets, net | 2,350 | |
Goodwill | 10,225 | |
Right of use assets | 731 | |
Oil and gas properties, full cost method | 6,135 | |
Non-current assets held for sale - (Note 2) | 249 | |
Other assets | 7 | 27 |
Total non-current assets | 23,662 | 851 |
TOTAL ASSETS | 24,916 | 2,538 |
CURRENT LIABILITIES | ||
Accounts payable | 751 | 1,416 |
Accrued liabilities | 3,036 | 828 |
Due to prior owners | 2,358 | |
Current portion of long-term debt | 6,401 | 1,350 |
Notes payable - related parties | 2,172 | |
Derivative liabilities | 2,775 | 3,104 |
Current portion of lease liability | 222 | |
Current liabilities of discontinued operations | 228 | |
Current liabilities held for sale - (Note 2) | 34 | |
Total current liabilities | 17,943 | 6,732 |
Lease liability, net of current portion | 510 | |
Long-term debt, net of current portion | 421 | |
Asset retirement obligation | 295 | |
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 19,169 | 6,732 |
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; 1 and 0 (Series C) issued and outstanding as of March 31, 2020 and 2019, respectively | ||
Common stock, $0.001 par value; 200,000 and 100,000 shares authorized, 85,876 shares issued and 85,291 shares outstanding as of March 31, 2020 and 52,571 shares issued and 51,986 outstanding as of March 31, 2019 | 86 | 53 |
Additional paid-in-capital | 135,355 | 113,310 |
Accumulated deficit | (128,023) | (115,886) |
Treasury stock, at cost | (1,671) | (1,671) |
Total stockholders' equity (deficit) | 5,747 | (4,194) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 24,916 | $ 2,538 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit | $ 85 | $ 35 |
Accounts receivable, net of allowance | $ 500 | $ 573 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 1 | 0 |
Preferred stock, shares outstanding | 1 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000 | 100,000 |
Common stock, shares issued | 85,876 | 52,571 |
Common stock, shares outstanding | 85,291 | 51,986 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONTINUING OPERATIONS: | ||
REVENUES (Note 4) | $ 581 | $ 1,062 |
COST OF REVENUES | 259 | 699 |
GROSS PROFIT | 322 | 363 |
OPERATING EXPENSES: | ||
Salaries and salary related costs, including non-cash share-based compensation of $2,124 and $2,722 for 2020 and 2019, respectively (Note 11) | 3,668 | 4,848 |
Professional fees and consulting, including non-cash share-based compensation of $1,692 and $405 for 2020 and 2019, respectively (Note 11) | 2,333 | 1,315 |
Other selling, general and administrative | 1,370 | 1,671 |
Depreciation, amortization, and impairment | 286 | 3,357 |
Research and development | 2,472 | 3,320 |
Total operating expenses | 10,129 | 14,511 |
Loss from continuing operations before other expenses | (9,807) | (14,148) |
OTHER INCOME (EXPENSE): | ||
Change in fair value of derivative liabilities | (369) | 3,160 |
Loss on exchange of warrants for common stock | (2,099) | |
Gain on conversion of credit facility | 541 | |
Gain on sale of equipment | 17 | |
Interest expense, net of interest income | (422) | (417) |
Total other income | (2,332) | 2,743 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (12,139) | (11,405) |
DISCONTINUED OPERATIONS: | ||
Loss from discontinued operations | (2,300) | |
Gain on disposal of discontinued operations | 2 | 57 |
Total discontinued operations | 2 | (2,243) |
PROVISION FOR INCOME TAXES | (2) | |
NET LOSS | $ (12,137) | $ (13,650) |
NET LOSS PER SHARE | ||
Basic and diluted: Continuing operations | $ (0.18) | $ (0.23) |
Discontinued operations | 0 | (0.04) |
Total | $ (0.18) | $ (0.27) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||
Basic and diluted | 64,054 | 51,010 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Non-cash share-based compensation for salaries and salary related costs | $ 2,124 | $ 2,722 |
Non-cash share-based compensation for professional fees and consulting | $ 1,692 | $ 405 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Preferred | Common | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total |
Balances at Mar. 31, 2018 | $ 49 | $ 108,585 | $ (102,236) | $ (1,618) | $ 4,780 | |
Balances, shares at Mar. 31, 2018 | 49,468 | |||||
Shares issued for cash in private placement, net of expenses | $ 3 | 1,648 | 1,651 | |||
Shares issued for cash in private placement, net of expenses, Shares | 2,969 | |||||
Share-based compensation - options - Board of Directors | 400 | 400 | ||||
Share-based compensation - stock - services rendered | (14) | (14) | ||||
Share-based compensation - stock, options - employees | $ 1 | 2,691 | 2,692 | |||
Share-based compensation - stock, options - employees, Shares | 134 | |||||
Purchase shares from employees in lieu of taxes | (53) | (53) | ||||
Net loss for the period | (13,650) | (13,650) | ||||
Balance at Mar. 31, 2019 | $ 53 | 113,310 | (115,886) | (1,671) | (4,194) | |
Balance, shares at Mar. 31, 2019 | 52,571 | |||||
Shares issued in acquisition of Trend Holdings | $ 5 | 3,232 | 3,237 | |||
Shares issued in acquisition of Trend Holdings, shares | 5,500 | |||||
Shares issued in the exercise of warrants, net of adjustments to derivative liabilities | $ 6 | 5,473 | 5,479 | |||
Shares issued in the exercise of warrants, net of adjustments to derivative liabilities, Shares | 6,520 | |||||
Shares issued in exercise of warrants for cash | $ 4 | 1,996 | 2,000 | |||
Shares issued in exercise of warrants for cash, shares | 3,922 | |||||
Shares issued for services rendered | $ 1 | 716 | 715 | |||
Shares issued for services rendered, shares | 802 | |||||
Share-based compensation | 3,099 | 3,099 | ||||
Shares issued in conversion of debt and accrued interest | $ 4 | 2,271 | 2,275 | |||
Shares issued in conversion of debt and accrued interest, Shares | 3,855 | |||||
Shares issued in acquisition of Banner Midstream | $ 9 | 4,857 | 4,866 | |||
Shares issued in acquisition of Banner Midstream, Share | 8,945 | |||||
Shares issued for cash (Series B), net of expenses and adjustments to derivative liabilities | 405 | 405 | ||||
Shares issued for cash (Series B), net of expenses and adjustments to derivative liabilities, Shares | 2 | |||||
Shares issued for cash (Series C), net of expenses and adjustments to derivative liabilities | ||||||
Shares issued for cash (Series C), net of expenses and adjustments to derivative liabilities, Shares | 1 | |||||
Conversion of preferred shares (Series B) to common shares | $ 4 | (4) | ||||
Conversion of preferred shares (Series B) to common shares, shares | (2) | 3,761 | ||||
Stock based compensation | 3,099 | 3,099 | ||||
Net loss for the period | (12,137) | (12,137) | ||||
Balance at Mar. 31, 2020 | $ 86 | $ 135,355 | $ (128,023) | $ (1,671) | $ 5,747 | |
Balance, shares at Mar. 31, 2020 | 1 | 85,876 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (12,137) | $ (13,650) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 286 | 3,357 |
Gain on sale of assets | (17) | |
Bad debt expense | 486 | |
Interest expense on warrant derivative liabilities | 107 | |
Share-based compensation - services rendered | 717 | 400 |
Share-based compensation - employees | 3,099 | 2,673 |
Change in fair value of derivative liabilities | 369 | (3,160) |
Gain on exchange of warrants | 2,099 | |
Gain on conversion of debt | (541) | |
Commitment fee on credit facility | 38 | |
Adjusted loss from discontinued operations | 1,848 | |
Gain on sale of discontinued operations | (57) | |
Loss on retirement of assets | 5 | |
Changes in assets and liabilities: | ||
Accounts receivable | 475 | 1,611 |
Prepaid expenses and other current assets | 537 | (36) |
Other assets | 21 | (26) |
Accounts payable | (838) | (934) |
Accrued liabilities | 329 | 291 |
Deferred revenue | (23) | |
Net cash used in operating activities of continuing operations | (5,479) | (7,192) |
Net cash used in discontinued operations | (11) | (1,848) |
Net cash used in operating activities | (5,490) | (9,040) |
Cash flows from investing activities: | ||
Proceeds from sale of discontinued operations | 825 | |
Purchases of property and equipment | (289) | |
Proceeds from sale of fixed assets | 17 | |
Cash acquired in acquisition of Trend Discovery | 3 | |
Cash acquired in acquisition of Banner Midstream | 205 | |
Investment in Banner Midstream (pre-acquisition) | (1,000) | |
Net cash provided by (used in) investing activities | (775) | 536 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants, net of fees | 4,221 | |
Proceeds from issuance of preferred stock and warrants, net of fees | 2,980 | |
Proceeds from the exercise of warrants into common stock | 2,000 | |
Proceeds from credit facility | 1,137 | 1,350 |
Purchase of treasury shares from employees | (53) | |
Proceeds from notes payable - related parties | 403 | |
Repayments of amounts due to prior owners | (4) | |
Repayments of notes payable - related parties | (75) | |
Repayments of debt | (14) | (500) |
Net cash provided by financing activities | 6,427 | 5,018 |
NET INCREASE (DECREASE) IN CASH | 162 | (3,486) |
Cash and restricted cash - beginning of period | 244 | 3,730 |
Cash and restricted cash - end of period | 406 | 244 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 295 | 382 |
Cash paid for income taxes | 2 | |
Acquisition of Trend Discovery: | ||
Other receivables | 10 | |
Goodwill | 3,222 | |
Other assets | 1 | |
Acquisition of Banner Midstream: | ||
Accounts receivable | 110 | |
Oil and gas receivables | 7 | |
Prepaid expenses | 578 | |
Property and equipment | 3,426 | |
Right of use assets | 731 | |
Oil and gas properties | 6,135 | |
Customer relationships | 2,100 | |
Non-compete agreements | 250 | |
Goodwill | 7,003 | |
Assets of discontinued operations | 249 | |
Accounts payable | 268 | |
Accrued expenses | 1,721 | |
Due to prior owners | 2,362 | |
Accrued interest | 640 | |
Other current liabilities | 1 | |
Lease liability | 732 | |
Liabilities of discontinued operations | 228 | |
Asset retirement obligation | 295 | |
Notes payable - related parties | 1,844 | |
Long-term debt | 6,836 | |
Conversion of long-term debt and accrued interest for common stock | 2,275 | |
Shares issued for warrant exercise and derivative liability | 5,479 | |
Conversion of preferred stock into common stock | 4 | |
Issuance of shares for prepaid services | $ 247 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings is a diversified holding company, incorporated in the state of Nevada on November 19, 2007. Ecoark Holdings has four wholly owned subsidiaries: Ecoark, Inc. ("Ecoark"), a Delaware corporation which is the parent of Zest Labs, Inc. ("Zest Labs"), 440IoT Inc., a Nevada corporation ("440IoT"), Banner Midstream Corp., a Delaware corporation ("Banner Midstream" and Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings"). Zest Labs, offers the Zest Fresh solution, a breakthrough approach to quality management of fresh food, specifically designed to help substantially reduce the $161 billion amount of food loss the U.S. experiences each year. Banner Midstream is engaged in oil and gas exploration, production and drilling operations on over 10,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. Banner Midstream also provides transportation and logistics services and procures and finances equipment to oilfield transportation service contractors. Trend Holdings invests in a select number of early stage startups each year as part of the fund's Venture Capital strategy. Trend Capital Management provides services and collects fees from entities including Trend Discovery LP and Trend Discovery SPV I. Trend Discovery LP and Trend Discovery SPV I invest in securities. Neither Trend Holdings nor Trend Capital Management invest in securities or have any role in the purchase of securities by Trend Discovery LP and Trend Discovery SPV I. In the near-term, Trend Discovery LP's performance will be driven by its investment in Volans-i, a fully autonomous vertical takeoff and landing ("VTOL") drone delivery platform. Trend Discovery LP currently owns approximately 1% of Volans-i and has participation rights to future financings to maintain its ownership at 1% indefinitely. More information can be found at flyvoly.com. 440IoT Inc. was incorporated in 2019 and is located near Boston, Massachusetts and is a software development and information solutions provider for cloud, mobile, and IoT (Internet of Things) applications. On March 27, 2020, the Company and Banner Energy Services Corp., a Nevada corporation ("Banner Parent"), entered into a Stock Purchase and Sale Agreement (the "Banner Purchase Agreement") to acquire Banner Midstream Corp., a Delaware corporation ("Banner Midstream"). Pursuant to the acquisition, Banner Midstream became a wholly-owned subsidiary of the Company and Banner Parent received shares of the Company's common stock in exchange for all of the issued and outstanding shares of Banner Midstream. Banner Midstream has four operating subsidiaries: Pinnacle Frac Transport LLC ("Pinnacle Frac"), Capstone Equipment Leasing LLC ("Capstone"), White River Holdings Corp. ("White River"), and Shamrock Upstream Energy LLC ("Shamrock"). Pinnacle Frac provides transportation of frac sand and logistics services to major hydraulic fracturing and drilling operations. Capstone procures and finances equipment to oilfield transportation service contractors. These two operating subsidiaries of Banner Midstream are revenue producing entities White River and Shamrock are engaged in oil and gas exploration, production, and drilling operations on over 10,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. Principles of Consolidation The consolidated financial statements include the accounts of Ecoark Holdings and its subsidiaries, collectively referred to as "the Company". All significant intercompany accounts and transactions have been eliminated in consolidation. Ecoark Holdings is a holding company that holds 100% of Ecoark and Magnolia Solar. Ecoark holds 100% of Eco360, Pioneer Products (which owned 100% of Sable), Zest Labs. In May 2018 the Ecoark Holdings Board approved a plan to sell key assets of Pioneer (including the assets of Sable) and Magnolia Solar. Both of these subsidiaries were sold in May 2019. On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings") for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the "Merger"). The Merger was completed, and Trend Holdings is now included in the consolidated financial statements. On March 27, 2020, the Company and Banner Energy Services Corp, a Nevada corporation ("Banner Parent"), entered into a Stock Purchase and Sale Agreement (the "Banner Purchase Agreement") to acquire Banner Midstream Corp., a Delaware corporation ("Banner Midstream"). Pursuant to the acquisition, Banner Midstream became a wholly-owned subsidiary of the Company and Banner Parent received shares of the Company's common stock in exchange for all of the issued and outstanding shares of Banner Midstream. The Company applies the guidance of Topic 810 Consolidation Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the United States Securities and Exchange Commission (the "Commission" or the "SEC"). It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. Reclassification The Company has reclassified certain amounts in the fiscal 2019 consolidated financial statements to comply with the 2020 presentation. These principally relate to classification of certain revenues, cost of revenues and related segment data, as well as certain research and development expenses. Reclassifications relating to the discontinued operations of Pioneer, Sable and Magnolia are described further in Note 2 for 2019 and Pinnacle Vac for 2020. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management's estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. The Company holds no cash equivalents as of March 31, 2020 and 2019, respectively. The Company maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the term of the lease, which is shorter than the estimated useful life of the improvements. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has early adopted Accounting Standard Update ("ASU") 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company's ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company did consider it necessary to record impairment charges for equipment acquired as part of the Sable acquisition. As of March 31, 2019, the property and equipment of Sable and Magnolia Solar have been reclassified as assets held for sale as more fully described in Note 2. These intangible assets are being amortized over estimated flows over the estimated useful lives of ten years for the customer relationships and on a straight-line basis over five years for the non-compete agreements. These intangible assets will be amortized commencing April 1, 2020. Any expenditures on intangible assets through the Company's filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its long-lived assets for recoverability during the year ended March 31, 2020, and there was no impairment recorded during this period. Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. There was no depreciation, depletion and amortization expense for the Company's oil and gas properties for the years ended March 31, 2020 and 2019, respectively. Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and gas properties (the "Ceiling" test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10% and assuming continuation of existing economic conditions, of (1) estimated future gross revenues from proved reserves, which is computed using oil and gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less (2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus, (b) the cost of properties being amortized; plus, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. A ceiling test was performed as of March 31, 2020 and there was no indication of impairment on the oil and gas properties. Oil and Gas Reserves Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. Accounting for Asset Retirement Obligation Asset retirement obligations ("ARO") primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of the estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation's inception, with an offsetting increase to proved properties. Software Costs The Company accounts for software development costs in accordance with ASC 985-730 Software Research and Development Costs of Software to be Sold, Leased or Marketed Research and Development Costs Research and development costs are expensed as incurred. These costs include internal salaries and related costs and professional fees for activities related to development. These costs relate to the Zest Data Services platform, Zest Fresh and Zest Delivery. Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party's rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software as a service ("SaaS") contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty-day payment terms from when the Company satisfies the performance obligation in the contract. In fiscal 2020 and 2019, the Company did not have significant revenue from software license agreements. Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company's factoring agent. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for doubtful accounts, to be fully collectible. The allowance is based on management's estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. For Pinnacle Frac, accounts receivable is comprised of unsecured amounts due from customers that have been conveyed to a factoring agent without recourse. Pinnacle Frac receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance charge by the factoring agent, and realizes cash for the 98% net proceeds received. Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Vacation and Paid-Time-Off Compensation The Company follows ASC 710-10 Compensation – General The Company measures compensation expense for its non-employee share-based compensation under ASC 505-50 Equity-Based Payments to Non-Employees The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Fair Value of Financial Instruments ASC 825 Financial Instruments Leases The Company follows ASC 840 Leases Leases Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company's financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 and later updated with ASU 2019-01 in March 2019 Leases (Topic 842). In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. Recently Issued Accounting Standards There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. Liquidity For the year ended March 31, 2019, the Company disclosed that there was substantial doubt about the Company's ability to continue as a going concern to carry out its business plan. For the years ended March 31, 2020 and 2019, the Company had a net loss of $12,137 and $13,650, respectively, and has an accumulated deficit as of March 31, 2020 of $128,023. As of March 31, 2020, the Company has $406 in cash and cash equivalents The Company alleviated the substantial doubt regarding this uncertainty as of March 31, 2020 as a result of the Company's acquisition of Banner Midstream on March 27, 2020 which bring revenue generating subsidiaries with reserves of oil properties over $6 million and existing customer relationships over $2 million, coupled with the raising of over $6 million in the exercise of warrants and the entering into a secured funding of $35 million for accretive cash flow producing oil assets for its new business venture with Banner Midstream If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company's ability to raise additional capital will also be impacted by the recent outbreak of COVID-19. Based on this acquisition, company-wide consolidation, and management's plans, the Company believes that the current cash on hand and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. Impact of COVID-19 The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic poses the risk that the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company's business, the continued spread of COVID-19 and the measures taken by the governments of countries affected and in which the Company operates could disrupt the operation of the Company's business. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company's business and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all. In addition, the Company may take temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring all employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company's business. The extent to which the COVID-19 outbreak impacts the Company's results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: DISCONTINUED OPERATIONS As a result of receiving letters of intent for the sale of key assets of Sable, Pioneer and Magnolia Solar, and the approval by the Company's Board in May 2018 to sell the assets, those assets were included in assets held for sale and their operations included in discontinued operations. All discontinued operations have been sold or ceased operations by May 31, 2019, so there are no remaining assets or liabilities of the discontinued operations. Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the consolidated balance sheet as of March 31, 2019 consisted of the following: 2019 Other current assets $ 23 Current assets – held for sale $ 23 Accounts payable $ 23 Accrued liabilities 11 Current liabilities – held for sale $ 34 Major line items constituting income (loss) from discontinued operations in the consolidated statements of operations for the year ended March 31, 2019 related to Sable, Pioneer and Magnolia consisted of the following: 2019 Revenue $ 9,883 Cost of revenue 10,515 Gross (loss) (632 ) Operating expenses 1,668 Loss from discontinued operations $ (2,300 ) Non-cash expenses $ 452 Non-cash expenses above consist principally of depreciation, amortization and impairment costs. Capital expenditures of discontinued operations were principally at Sable and amounted to $268 for fiscal 2019. Gain on the sale of Sable assets of $57 in March 2019 was recognized in discontinued operations. Pursuant to ASC 205-20, Presentation of Financial Statements – Discontinued Operations, ASC-20-45-1B, paragraph 360-10-45-15, Pinnacle Vac will be disposed of other than by sale via an abandonment and termination of operations with no intent to classify the entity or assets as Available for Sale. Pursuant to ASC 205-20-45-3A, the results of operations of Pinnacle Vac from inception to discontinuation of operations will be reclassified to a separate component of income, below Net Income/(Loss), as a Loss on Discontinued Operations. All of the equipment assets of Pinnacle Vac and the related loan liabilities will be subsequently transitioned into Capstone to continue servicing the debt. The remaining current assets of Pinnacle Vac will be used to settle any outstanding current liabilities of Pinnacle Vac. A loss contingency will be recorded if any of the outstanding liabilities or obligations of Pinnacle Vac resulting from this abandonment are reasonably estimable and likely to be incurred. Banner Midstream made the decision to discontinue the operations of its wholly owned subsidiary, Pinnacle Vac Service LLC ("Pinnacle Vac"), effective October 31, 2018 due to the inability of Pinnacle Vac's management to develop a sustainable, profitable business model. The managerial staff of Pinnacle Vac was terminated on November 15, 2018 and Pinnacle Vac's rental facility at Sligo Rd was vacated on November 15, 2018. Carrying amounts of major classes of assets and liabilities included as part of discontinued operations in the consolidated balance sheet as of March 31, 2020 for Pinnacle Vac consisted of the following: Property and equipment, net $ 249 Non-current assets $ 249 Accounts payable $ 228 Current liabilities $ 228 There was no income (loss) from discontinued operations for the period March 28, 2020 through March 31, 2020. After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance due to the uncertainty of realizing income tax benefit for all periods presented, and the income tax provision for all periods presented was considered immaterial. Thus, no separate tax provision or benefit relating to discontinued operations is included here or on the face of the consolidated statements of operations. |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | NOTE 3: REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following table disaggregates the Company's revenue by major source for the years ended March 31: 2020 2019 Revenue: Walmart $ - $ 1,000 Software as a Service ("SaaS") 28 62 Professional Services 145 - Financial Services 175 - Oil and Gas Services 225 - Equipment rental 4 - Fuel rebate 4 - $ 581 $ 1,062 Revenues in the year ended March 31, 2019 were principally from a project with Walmart. After paying invoices for $1,000 through June, Walmart has not paid the final $500. As a result, the Company had established an allowance for doubtful accounts of $500 and subsequently wrote off the allowance against the receivable when it was determined that this receivable would not be collected despite the performance obligation satisfied. Zest SaaS revenues in the years ended March 31, 2020 and 2019 were from retailers and produce growers. There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Subsequent to the acquisitions of Trend Discovery and Banner Midstream, the Company in 2020 recorded revenues for financial services and oil and gas services and production. For both of these entities, revenues are billed upon the completion of the performance obligations. Collections of the amounts billed are typically paid by the customers within 30 to 60 days. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of March 31: 2020 2019 Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Leasehold improvements – Pinnacle Frac 18 - Machinery and equipment - Technology 200 200 Machinery and equipment – Commodity 3,405 - Total property and equipment 6,338 2,915 Accumulated depreciation and impairment (2,373 ) (2,091 ) Property and equipment, net $ 3,965 $ 824 As of March 31, 2020 and 2019, the Company performed an evaluation of the recoverability of these long-lived assets. The analysis resulted in an impairment of $1,139 which was recorded as of March 31, 2019 related to these assets. The Company acquired $3,423 in property and equipment on March 27, 2020 in the acquisition of Banner Midstream. Depreciation expense for the years ended March 31, 2020 and 2019 was $286 and $672, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 5: INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following as of March 31: 2020 2019 Patents $ 1,013 $ 1,013 Customer relationships 2,100 - Non-compete agreements 250 - Outsourced vendor relationships 340 340 Non-compete agreements 1,017 1,017 Total intangible assets 4,720 2,370 Accumulated amortization and impairment (2,370 ) (2,370 ) Intangible assets, net $ 2,350 $ - All intangible assets prior to the acquisition of Banner Midstream were fully impaired as of March 31, 2019. Those intangible assets related to the outsourced vendor relationships and non-compete agreements were recorded as part of the acquisition of 440labs. Goodwill of $3,222 was recorded in the Trend Holdings acquisition, and $7,003 was recorded in the Banner Midstream acquisition as fully described in Note 15. In the acquisition of Banner Midstream, the Company acquired the customer relationships and non-compete agreements valued at $2,350. There was no amortization in the 4 days March 28, 2020 through March 31, 2020. As of March 31, 2020, the Company evaluated the recoverability of the remaining intangible assets of the Company and determined that no additional impairment was necessary. Amortization expense for the years ended March 31, 2020 and 2019 was $0 and $553, respectively. In addition to the statutory based intangible assets noted above, the Company incurred $10,225 in the purchase of Trend and Banner Midstream as follows: Acquisition – Trend Discovery $ 3,222 Acquisition – Banner Midstream 7,003 Goodwill – March 31, 2020 $ 10,225 The Company assessed the criteria for impairment, and there were no indicators of impairment present as of March 31, 2020, and therefore no impairment is necessary. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | NOTE 6: OTHER LIABILITIES Accrued liabilities consisted of the following as of March 31: 2020 2019 Professional fees and consulting costs $ 106 $ 150 Vacation and paid time off 126 345 Legal fees 503 108 Compensation 865 50 Interest 673 11 Insurance 548 - Other 215 174 Total $ 3,036 $ 828 On March 27, 2020, the Company assumed $2,362 in the acquisition of Banner Midstream, and in addition, assumed $2,362 in amounts that are due to prior owners of Banner Midstream and their subsidiaries. These amounts are non-interest bearing and due on demand. As of March 31, 2020, $2,358 of the amounts due to prior owners is currently due. $900 of the amounts due to prior owners was repaid ($75) and converted ($825) into shares of common stock in May 2020. |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 12 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 7: WARRANT DERIVATIVE LIABILITIES The Company issued common stock and warrants in several private placements in March 2017, May 2017, March 2018 and August 2018. The March and May 2017 and March and August 2018 warrants (collectively the "Derivative Warrant Instruments") are classified as liabilities. The Derivative Warrant Instruments have been accounted for utilizing ASC 815 "Derivatives and Hedging". The Company identified embedded features in the March and May 2017 warrants which caused the warrants to be classified as a liability. These embedded features included the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On October 28, 2019, the Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. The Company identified embedded features in the March and August 2018 warrants which caused the warrants to be classified as a liability. These embedded features included the right for the holders to request that the Company cash settle the warrant instruments from the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On July 12, 2019, the March and August 2018 warrants were exchanged for 4,277 shares of Company common stock, and all of those warrants were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $840 that was recognized on the exchange. As described further in Note 11 below, on August 22, 2019 the Company issued warrants that can be exercised in exchange for 3,922 shares of Company common stock to investors that invested in shares of Company preferred stock. The fair value of those warrants was estimated to be $1,576 at inception and on January 26, 2020, the Company entered into letter agreements with accredited institutional investors holding the warrants issued with the Company's Series B Convertible Preferred Stock on August 21, 2019. Pursuant to the agreements, the investors agreed to a cash exercise of 3,921 of the warrants at a price of $0.51. The Company additionally, granted 5,882 warrants at $0.90. On January 27, 2020, the Company received approximately $2,000 in cash from the exercise of the August 2019 warrants and issued the January 2020 warrants to the investors, which have an exercise price of $0.90 and may be exercised within five years of issuance. This transaction resulted in a loss on extinguishment of $1,038. On November 11, 2019, the Company issued warrants that can be exercised to purchase a number of shares of common stock of the Company equal to the number of shares of common stock issuable upon conversion of the Series C Preferred Stock purchased by the investors. The fair value of those warrants was estimated to be $1,107 at inception and $543 as of March 31, 2020. The Company recognized $107 of interest expense related to the fair value of the warrants at inception that exceeded the proceeds received for the preferred stock on November 11, 2019. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2020. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used in March 31, 2020 and March 31, 2019 and at inception: Year Ended Year Ended March 31, March 31, Inception Expected term 4.67- 4.83 years 3.00 - 4.42 years 5.00 years Expected volatility 95 % 96 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 0.70 % 2.23 % 1.50% - 2.77 % The Company's derivative liabilities associated with the warrants are as follows: March 31, 2020 March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ - $ 256 $ 4,609 Fair value of 1,850 May 22, 2017 warrants - 505 7,772 Fair value of 2,565 March 16, 2018 warrants - 1,040 3,023 Fair value of 2,969 August 14, 2018 warrants - 1,303 2,892 Fair value of 3,922 August 22, 2019 warrants - - 1,576 Fair value of 1,379 November 11, 2019 warrants 543 - 1,107 Fair value of 5,882 January 27, 2020 warrants 2,232 - 3,701 $ 2,775 $ 3,104 During the years ended March 31, 2020 and 2019 the Company recognized changes in the fair value of the derivative liabilities of $(369) and $3,160, respectively. As described in Note 11 below, the March and May 2017 warrants, March and August 2018 warrants and the August 2019 warrants were exchanged and thus were no longer outstanding as of March 31, 2020. The November 2019 and January 2020 warrants were exercised in May 2020. Activity related to the warrant derivative liabilities for the year ended March 31, 2020 is as follows: Beginning balance as of March 31, 2019 $ 3,104 Issuances of warrants – derivative liabilities 6,384 Warrants exchanged for common stock (6,344 ) Change in fair value of warrant derivative liabilities (369 ) Ending balance as of March 31, 2020 $ 2,775 |
Oil and Gas Properties
Oil and Gas Properties | 12 Months Ended |
Mar. 31, 2020 | |
Oil And Gas Properties [Abstract] | |
OIL AND GAS PROPERTIES | NOTE 8: OIL AND GAS PROPERTIES The Company's holdings in oil and gas mineral lease ("OGML") properties as of March 31 are as follows: 2020 2019 Property acquired from Shamrock $ 1,970 $ - Properties acquired from White River 4,165 - Total OGML Properties $ 6,135 $ - Cherry et al OGML including shallow drilling rights was acquired by Shamrock from Hartoil Company on July 1, 2018. O'Neal Family OGML and Weyerhaeuser OGML including shallow drilling rights were acquired by White River on July 1, 2019 from Livland, LLC and Hi-Tech Onshore Exploration, LLC respectively in exchange for a $125 drilling credit to be applied by Livland, LLC on subsequent drilling operations. Taliaferro Family OGML including shallow drilling rights was acquired by White River on June 10, 2019 from Lagniappe Operating, LLC. Kingrey Family OGML including both shallow and deep drilling rights was entered into by White River and the Kingrey Family on April 3, 2019. Peabody Family OGML including both shallow and deep drilling rights was acquired by White River on June 18, 2019 from SR Acquisition I, LLC, a subsidiary of Sanchez Energy Corporation, for a 1% royalty retained interest in conjunction with White River executing a lease saving operation in June 2019. Banner Midstream acquired the Cherry et al OGML via the Shamrock acquisition and the remaining OGML's via the White River acquisition. The Company then acquired all of the OGML properties as part of the acquisition of Banner Midstream on March 27, 2020. The following table summarizes the Company's oil and gas activities by classification for the year ended March 31, 2020: Activity Category March 31, 2019 Adjustments (1) March 31, 2020 Proved Developed Producing Oil and Gas Properties Cost $ - $ 167 $ 167 Accumulated depreciation, depletion and amortization - - - Total $ - $ 167 $ 167 Undeveloped and Non-Producing Oil and Gas Properties Cost $ - $ 5,968 $ 5,968 Accumulated depreciation, depletion and amortization - - - Total $ - $ 5,968 $ 5,968 Grand Total $ - $ 6,135 $ 6,135 (1) Pursuant to the preliminary asset allocation in Banner Midstream acquisition (See Note 15) |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 9: LONG-TERM DEBT Long-term debt consisted of the following as of March 31: 2020 2019 Secured convertible promissory note – Ecoark Holdings (a) $ - $ - Credit facility – Trend Discovery SPV 1, LLC (b) - 1,350 Senior secured bridge loan – Banner Midstream (c) 2,222 - Note payable – LAH 1 (d) 110 - Note payable – LAH 2 (e) 77 - Note payable – Banner Midstream 1 (f) 303 - Note payable – Banner Midstream 2 (g) 397 - Note payable – Banner Midstream 3 (h) 500 - Merchant Cash Advance (MCA) loan – Banner Midstream 1 (i) 361 - MCA loan – Banner Midstream 2 (j) 175 - MCA loan – Banner Midstream 3 (k) 28 - Note payable – Banner Midstream – Alliance Bank (l) 1,239 - Commercial loan – Pinnacle Frac – Firstar Bank (m) 952 - Auto loan 1 – Pinnacle Vac – Firstar Bank (n) 40 - Auto loan 2 – Pinnacle Frac – Firstar Bank (o) 52 - Auto loan 3 – Pinnacle Vac – Ally Bank (p) 42 - Auto loan 4 – Pinnacle Vac – Ally Bank (q) 47 - Auto loan 5 – Pinnacle Vac – Ally Bank (r) 44 - Auto loan 6 – Capstone – Ally Bank (s) 97 - Tractor loan 7 – Capstone – Tab Bank (t) 235 - Equipment loan – Shamrock – Workover Rig (u) 50 - Total long-term debt 6,971 1,350 Less: debt discount (149 ) - Less: current portion (6,401 ) (1,350 ) Long-term debt, net of current portion $ 421 $ - (a) Ecoark Holdings had a secured convertible promissory note ("convertible note") bearing interest at 10% per annum, entered into on January 10, 2017 for $500 with the principal due in one lump sum payment on or before July 10, 2018. The principal along with accrued interest of $11 was paid on July 2, 2018. Interest expense on the long-term debt for the years ended March 31, 2020 and 2019 was $0 and $12, respectively. (b) On December 28, 2018, the Company entered into a $10,000 credit facility that includes a loan and security agreement (the "Agreement") where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by demand notes executed by the Company. The Company is able to request draws from the lender up to $1,000 with a cap of $10,000, including the $1,000 advanced on December 28, 2018 and an additional $350 advanced through March 31, 2019, resulting in a balance of $1,350 at March 31, 2019. An additional $1,137 was advanced during the year ended March 31, 2020; and $38 of commitment fees, to bring the balance of the notes payable to $2,525 at March 31, 2020. Loans made pursuant to the Agreement are secured by a security interest in the Company's collateral held with the lender and guaranteed by the Company's subsidiary, Zest Labs. The Company pays to the lender a commitment fee on the principal amount of each loan requested thereunder in the amount of 3.5% of the amount thereof. The Company also paid an arrangement fee of $300 to the lender which was paid upon execution of the Agreement. The aforementioned fees were and are netted from proceeds advanced and are recorded as interest expense. Zest Labs is a plaintiff in a litigation styled as Zest Labs, Inc. vs Walmart, Inc., Case Number 4:18-cv-00500 Subject to customary carve-outs, the Agreement contains customary negative covenants and restrictions for agreements of this type on actions by the Company including, without limitation, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business and restriction on use of proceeds. In addition, the Agreement requires compliance by the Company of covenants including, but not limited to, furnishing the lender with certain financial reports and protecting and maintaining its intellectual property rights. The Agreement contains customary events of default, including, without limitation, non-payment of principal or interest, violation of covenants, inaccuracy of representations in any material respect and cross defaults with certain other indebtedness and agreements. Interest expense on the note for the years ended March 31, 2020 and 2019 was $286 and $35, respectively. On March 31, 2020, the Company converted all principal and interest in the Trend Discovery SPV I, LLC credit facility into shares of the Company's common stock. The conversion of $2,525 of principal and $290 of accrued interest resulted in the issuance of 3,855 shares of common stock at a value of $0.59 per share. This transaction resulted in a gain on conversion of $541. As a result of the conversion, there are no amounts outstanding as of March 31, 2020. (c) Senior secured bridge loan of $2,222, containing a debt discount of $132 as of March 31, 2020. This was assumed in the Banner Midstream acquisition, and fully repaid in May 2020, and was secured by machinery and equipment of Pinnacle Frac. Accrued interest on this debt was $48 at March 31, 2020 of which $39 was assumed in the acquisition. (d) Unsecured note payable previously issued April 2, 2018 which was assumed by Banner Midstream in the acquisition of a previous entity. The amount is past due and bears interest at 10% per annum. Accrued interest at March 31, 2020 is $22. This amount along with accrued interest of $22 was assumed on March 27, 2020 in the acquisition of Banner Midstream. (e) Unsecured note payable previously issued April 2, 2018 which was assumed by Banner Midstream in the acquisition of a previous entity. The amount is past due and bears interest at 10% per annum. Accrued interest at March 31, 2020 is $22. This amount along with accrued interest of $22 was assumed on March 27, 2020 in the acquisition of Banner Midstream. (f) Junior secured note payable issued January 16, 2019 to an unrelated third party at 10% interest. Accrued interest at March 31, 2020 is $40. This amount along with accrued interest of $39 was assumed on March 27, 2020 in the acquisition of Banner Midstream. This note was repaid in May 2020. (g) Unsecured notes payable issued in June and July 2019 to an unrelated third party at 10% interest. There are three notes to this party in total. Accrued interest on these notes at March 31, 2020 is $30. This amount along with accrued interest of $29 was assumed on March 27, 2020 in the acquisition of Banner Midstream. These notes were converted in May 2020. (h) Unsecured note payable issued October 2019 to an unrelated third party at 10% interest. Accrued interest on this note at March 31, 2020 is $24. This amount along with accrued interest of $23 was assumed on March 27, 2020 in the acquisition of Banner Midstream. (i) Merchant cash advance loan on Banner Midstream. Accrued interest on this note at March 31, 2020 is $141. The Company assumed $368 of this note along with accrued interest of $144. A total of $7 of principal and $3 of accrued interest was paid between March 28, 2020 and March 31, 2020. This note was repaid in May 2020. (j) Merchant cash advance loan on Banner Midstream. Accrued interest on this note at March 31, 2020 is $68. The Company assumed $181 of this note along with accrued interest of $70. A total of $6 of principal and $2 of accrued interest was paid between March 28, 2020 and March 31, 2020. This note was repaid in May 2020. (k) Merchant cash advance loan on Banner Midstream. Accrued interest on this note at March 31, 2020 is $12. The Company assumed $69 of this note along with accrued interest of $21. A total of $2 of principal and $1 of accrued interest was paid between March 28, 2020 and March 31, 2020. This note was repaid in May 2020. (l) Original loan date of June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan for $1,239 at 4.95% with a new maturity date of April 14, 2025. Debt discount on this loan at March 31, 2020 was $16. This loan and discount was assumed in the Banner Midstream acquisition. (m) Original loan date of February 28, 2018, due July 28, 2020 at 4.5% interest. This loan was assumed in the Banner Midstream acquisition. (n) On July 20, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $56 for a service truck maturing July 20, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (o) On August 3, 2018, Pinnacle Frac Transport entered into a long-term secured note payable for $73 for a service truck maturing August 3, 2023. The note is secured by the collateral purchased and accrued interest annually at 6.50% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (p) On July 18, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $56 for a service truck maturing August 17, 2024. The note is secured by the collateral purchased and accrued interest annually at 9.00% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (q) On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $54 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (r) On July 26, 2018, Pinnacle Vac Service entered into a long-term secured note payable for $54 for a service truck maturing September 9, 2024. The note is secured by the collateral purchased and accrued interest annually at 7.99% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (s) On November 5, 2018, Capstone Equipment Leasing entered into four long-term secured notes payable for $140 maturing on November 5, 2021. The notes are secured by the collateral purchased and accrued interest annually at rates ranging between 6.89% and 7.87% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2020. These notes were assumed in the acquisition of Banner Midstream on March 27, 2020. (t) On November 7, 2018, Capstone Equipment Leasing entered into a long-term secured note payable for $301 maturing on November 22, 2023. The note is secured by the collateral purchased and accrued interest annually at 10.25% with principal and interest payments due monthly. There is no accrued interest as of March 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (u) Note payable assumed in the Banner Midstream acquisition at 5% interest. Was used in the purchase of a workover rig for Shamrock. This amount which includes $5 of accrued interest of which that was assumed in the acquisition of Banner Midstream was repaid in June 2020. The following is a list of maturities (net of discount) as of March 31: 2021 $ 6,401 2022 182 2023 126 2024 93 2025 20 $ 6,822 |
Notes Payable - Related Parties
Notes Payable - Related Parties | 12 Months Ended |
Mar. 31, 2020 | |
Notes Payable Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 10: NOTES PAYABLE - RELATED PARTIES Notes payable to related parties consisted of the following as of March 31: 2020 2019 Ecoark Holdings Board Member (a) $ 578 $ - Ecoark Holdings Officers (b) 1,242 - Banner Midstream Officers (c) 152 - Ecoark Holdings – common ownership (d) 200 - Total Notes Payable – Related Parties 2,172 - Less: Current Portion of Notes Payable – Related Parties (2,172 ) (- ) Long-term debt, net of current portion $ - $ - (a) A board member advanced $328 to the Company through March 31, 2020, under the terms of a note payable that bears 10% simple interest per annum, and the principal balance along with accrued interest is payable July 30, 2020 or upon demand. Interest expense on the note for the year ended March 31, 2020 was $27. In addition, the Company assumed $250 in notes entered into in March 2020 via the acquisition of Banner Midstream from the same board member at 15% interest. (b) William B. Hoagland, Principal Financial Officer, advanced $30 to the Company in May 2019 pursuant to a note with the same terms as the note with the board member. Randy May, CEO, advanced $45 to the Company in August 2019 pursuant to a note with the same terms as the note with the board member. Interest expense on both of these notes was $5. Both of these amounts along with the accrued interest was repaid during the year ended March 31, 2020. In addition, Randy May advanced $1,242 in five separate notes to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts are due at various times through July 2020 and bear intertest at 10-15% interest per annum. Accrued interest on these notes as of March 31, 2020 is $186. $968 of these notes were repaid in May 2020. (c) An officer of Banner Midstream who remains an officer of this subsidiary advanced $152 in three separate notes to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts are due at various times through July 2020 and bear intertest at 10-15% interest per annum. Accrued interest on these notes as of March 31, 2020 is $17. $55 of these notes were repaid in May 2020. (d) A company controlled by an officer of the Company advanced $200 to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. Accrued interest on this note as of March 31, 2020 is $8. These notes were converted in May 2020. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 11: STOCKHOLDERS' EQUITY (DEFICIT) Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000 shares of "blank check" preferred stock, par value $0.001. On August 21, 2019 (the "Effective Date"), the Company and two accredited investors entered into a Securities Purchase Agreement pursuant to which the Company sold and issued to the investors an aggregate of 2 shares of Series B Convertible Preferred Stock, par value $0.001 per share at a price of $1,000 per share. Pursuant to the Securities Purchase Agreement, the Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the investor. Each Warrant has an exercise price equal to $0.51, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price") and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.51, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.51 conversion price. The Company also agreed to amend the current exercise price of the warrants that the investors received in connection with the Securities Purchase Agreements dated March 14, 2017 (the "March Warrants") and May 22, 2017 (the "May Warrants" and, together with the March Warrants, the "Existing Securities"). The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. Each share of the Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.51, subject to certain limitations and adjustments (the "Conversion Price"). The Company received gross proceeds from the Private Placement of $2,000, before deducting transaction costs, fees and expenses payable by the Company. The Company intends to use the net proceeds of the Private Placement to support the Company's general working capital requirements. As required by the Securities Purchase Agreement, each director and officer of the Company has previously entered into a lock-up agreement with the Company whereby each director and officer has agreed that during the period commencing from the Effective Date until 120 days after the Effective Date, such director or officer will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or enter into any transaction to dispose of, or establish or increase a put position or liquidate or decrease a call position, with respect to any share of Common Stock or securities convertible, exchangeable or exercisable into, shares of Common Stock. On August 21, 2019, the Company issued 300 shares of common stock to advisors that assisted with the securities purchase agreement and exchange agreement. On October 15, 2019, nearly all the Series B Preferred Stock shares were converted into 3,761 shares of Common Stock. On November 11, 2019, the Company and two accredited investors entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the investors an aggregate of 1 share of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). Pursuant to the Securities Purchase Agreement, the Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price") and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock for the five trading days prior to July 22, 2020 is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series C Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $0.73 conversion price. Each share of the Series C Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the "Conversion Price"). The Company received gross proceeds from the Private Placement of $1,000. The Company intends to use the net proceeds of the Private Placement to support the Company's general working capital requirements. As required by the Securities Purchase Agreement, each director and officer of the Company has previously entered into a lock-up agreement with the Company whereby each director and officer has agreed that during the period commencing from the Effective Date until 120 days after the Effective Date, such director or officer will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or enter into any transaction to dispose of, or establish or increase a put position or liquidate or decrease a call position, with respect to any share of Common Stock or securities convertible, exchangeable or exercisable into, shares of Common Stock. Ecoark Holdings Common Stock The Company has 100,000 shares of common stock, par value $0.001 which were authorized on March 18, 2016. On March 31, 2020 this amount was increased to 200,000, par value $0.001. On May 31, 2019, the Company acquired Trend Discovery Holdings, Inc. for 5,500 shares of common stock. The value of this transaction was $3,237. On July 12, 2019, the Company entered into an exchange agreement with investors that are the holders of March and August 2018 warrants. As a result of a cashless exercise, the Company issued 4,277 shares of the Company's common stock to the investors. Upon the issuance of the 4,277 shares, the March and August 2018 warrants for 5,677 shares were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $839 that was recognized on the exchange. On August 21, 2019, the Company issued 300 shares to advisors that assisted with the securities purchase agreement and exchange agreement. On October 15, 2019, nearly all the Series B Preferred Stock shares were converted into 3,761 shares of Common Stock. On October 28, 2019, the Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. On October 31, 2019, the Company issued 120 shares of common stock for services rendered. On December 20, 2019, the Company issued 128 shares of common stock for services rendered. A loss of $100 was recognized related to the issuance of the 248 shares. On December 24, 2019, the Company issued 247 shares of common stock for services to be rendered in 2020. On February 21, 2020, the Company issued 8 shares of common stock for services valued at $7. On January 27, 2020, the Company exercised the 3,922 warrants which were granted in August 2019 into common shares. On March 27, 2020, the Company and Banner Energy, a Nevada corporation ("Banner Parent"), entered into a Stock Purchase and Sale Agreement (the "Banner Purchase Agreement") to acquire Banner Midstream Corp., a Delaware corporation ("Banner Midstream"). Pursuant to the acquisition, Banner Midstream will became a wholly-owned subsidiary of the Company and Banner Parent received shares of the Company's common stock in exchange for all of the issued and outstanding shares of Banner Midstream. The Company issued 8,945 shares of common stock (which Banner Parent issued to certain of its noteholders) and assumed $11,771 in debt of Banner Midstream. The Company's Chief Executive Officer and another director recused themselves from all board discussions on the acquisition of Banner Midstream as they are stockholders and/or noteholders of Banner Midstream. The transaction was approved by all of the disinterested members of the Board of Directors of the Company. The Chairman and CEO of Banner Parent is a former officer of the Company and has maintained a relationship with the Company as a consultant. On March 31, 2020, the Company converted all principal and interest in the Trend Discovery SPV I, LLC credit facility into shares of the Company's common stock. The conversion of approximately $2,525 of principal and $290 of accrued interest resulted in the issuance of 3,855 shares of common stock at a value of $0.59 per share. As a result of the conversion, there are no amounts outstanding as of March 31, 2020. As of March 31, 2020, 85,876 total shares were issued and 85,291 shares were outstanding, net of 585 treasury shares. Changes in the warrants are described in the table below for the years ended March 31: 2020 2019 Number Weighted Average Exercise Number Weighted Average Exercise Beginning balance 9,206 $ 2.12 10,577 $ 4.37 Granted 13,426 $ 0.72 3,177 $ 2.00 Exercised (11,633 ) $ (1.25 ) - Cancelled (2,877 ) $ (5.16 ) - Expired (- ) $ - (4,547 ) $ 5.17 Ending balance 8,122 $ 1.12 9,206 $ 2.12 Intrinsic value of warrants $ - Weighted Average Remaining Contractual Life (Years) 4.6 3.0 The originally granted March 2017 (1,000 at an exercise price of $5.50) and May 2017 (1,875 at an exercise price of $5.00) warrants were replaced with October 2019 (2,243) warrants with a new exercise price of $0.59. The March 2017 and May 2017 are reflected as cancelled and the October 2019 are included in warrants granted. Share-based Compensation Expense Share-based compensation for employees is included in salaries and salary related costs and directors and services are included in professional fees and consulting in the consolidated statement of operations as follows for the years ended March 31: 2013 2017 Non- Common Warrants Total 2020 Directors $ - $ 200 $ 334 $ - $ - $ 534 Employees - 568 1,556 - - 2,124 Services - 245 196 717 - 1,158 $ - $ 1,013 $ 2,086 $ 717 $ - $ 3,816 2019 Directors $ - $ 400 $ - $ - $ - $ 400 Employees 270 356 2,066 - - 2,692 Services - (14 ) - - - (14 ) Services prepaid expense - - - - - - $ 270 $ 742 $ 2,066 $ - $ - $ 3,078 Modification of Awards During the three months ended December 31, 2017, the Compensation Committee of the Board of Directors of the Company issued option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. In addition, the Committee approved 2,909 new option awards that vest over a four-year period to induce certain employees to accept the replacement options, to compensate them for diminution in value of their existing awards and in consideration of a number of other factors, including each individual's role and responsibility with the Company, their years of service to the Company, and market precedents and standards for modification of equity awards. With respect to the replacement options, grantees agreed to exchange the existing awards covering 2,718 shares of the Company's common stock and were granted replacement options to purchase 2,926 shares of the Company's common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. In consideration of the agreements, the majority of replacement options vested immediately upon grant. The new option awards vest in twelve equal installments, with the first installment vesting on January 15, 2018, and additional installments vesting on the last day of each of the eleven successive three-month periods, subject to continued employment by the Company. The replacement options were issued under the 2017 Omnibus Incentive Plan or 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. The new options were not granted under any of the Company's existing equity compensation plans. In accordance with ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting During the three months ended March 31, 2018, the Compensation Committee of the Board of Directors of the Company issued option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 300 shares of the Company's common stock and were granted replacement options to purchase 300 shares of the Company's common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. The replacement options vest according to the original vesting schedule of the awards exchanged. The replacement options were issued under the 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. In accordance with ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting On June 6, 2020 the Board Compensation Committee approved the modification of an executive's stock option as allowable by the Company's 2013 Incentive Stock Option Plan and 2017 Omnibus Stock Plan to amend the strike price of the executive's 3,362,500 stock option grant from $2.60 per share to $0.73 per share. Non-Qualified Stock Options As previously described, new option awards were granted to induce individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. The individuals were granted options to purchase 2,909 shares of Company common stock that vest at a rate of 25% per year from 2018 to 2021, subject to continued employment by the Company. As with the replacement options, the new options have an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grant. Share-based compensation costs of $1,684 for grants not yet recognized will be recognized as expense through 2021, subject to any change for actual versus estimated forfeitures. The new options were not granted under any of the Company's existing equity compensation plans, however they have terms consistent with terms of the plans. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees. Management valued the options utilizing the Black-Scholes model with the following criteria: stock price - $2.60; exercise price - $2.60; expected term – 4 years; discount rate – 2.03%; and volatility – 97%. In 2019, the Company entered into a settlement agreement with a former consultant which provided for the issuance of options for 7 shares of common stock in addition to other terms. The options entitle the holders to purchase shares of common stock for $0.98 per share through November 2023. Management valued the options utilizing the Black-Scholes model with the following criteria: stock price - $0.98; exercise price - $0.98; expected term – 4 years; discount rate – 2.51%; and volatility – 148%. In 2020, the Company granted 5,560 options to consultants, board members and employees for the non-qualified stock options as well as the options granted under the 2017 Omnibus plan below, that vest over time in service-based grants. The options were valued under the Black-Scholes model with the following criteria: stock price range of - $0.50 - $1.35; range of exercise price - $0.50 - $1.35; expected term – 4 years; discount rate – 1.12%; and volatility – average of 84%. Changes in the non-qualified stock options are described in the table below for the years ended March 31: 2020 2019 Number Weighted Number Weighted Beginning balance 2,916 $ 2.60 2,909 $ 2.60 Granted 5,560 $ 0.57 7 $ 0.98 Exercised - - Cancelled (254 ) $ (2.60 ) - Forfeited - - Ending balance 8,222 $ 1.22 2,916 $ 2.60 Intrinsic value of options $ 372 Weighted Average Remaining Contractual Life (Years) 8.7 8.5 2013 Incentive Stock Plan The 2013 Incentive Stock Plan was registered on February 7, 2013. Under the 2013 Incentive Stock Plan, the Company may grant incentive stock in the form of stock options, stock awards and stock purchase offers of up to 5,500 shares of common stock to Company employees, officers, directors, consultants and advisors. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. At the time of the Merger, 5,497 shares were available to issue under the 2013 Incentive Stock Plan. As previously described, during the three months ended March 31, 2018, new option awards were granted to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 300 shares of the Company's common stock and were granted 300 replacement options to purchase shares of Company common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. The replacement options vest according to the original vesting schedule of the awards exchanged through December 2018. The replacement options were issued under the 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. Share-based compensation costs have been fully recognized as expense through December 31, 2018. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees. Management valued the options utilizing the Black-Scholes model with the following criteria ranges: stock price - $2.10 to $2.60 exercise price - $2.10 to $2.60; expected term – 4.0 to 5.2 years; discount rate – 2.22% to 2.7%; and volatility – 95 to 105%. Changes in the options under the 2013 Incentive Stock Plan are described in the table below for the years ended March 31: 2020 2019 Number Weighted Number Weighted Beginning balance 2,353 $ 2.52 2,563 $ 2.52 Granted - - Options granted in exchange for shares - - Exercised - - Expired/Cancelled (495 ) - Forfeited (125 ) (210 ) Ending balance 1,733 $ 2.52 2,353 $ 2.52 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 7.6 8.6 A summary of the activity for service-based grants as of March 31, 2020 and 2019 is presented below for the years ended March 31: 2020 2019 Number Weighted Number Weighted Beginning balance - $ - 105 $ 4.90 Granted - Issued - (96 ) Expired - - Forfeited - (9 ) Options granted in exchange for shares - - Ending balance - $ - - $ - Weighted Average Remaining Contractual Life (Years) - - A reconciliation of the shares available and issued under the 2013 Incentive Stock Plan is presented in the table below for the years ended March 31: 2020 2019 Beginning available 454 235 Shares modified to options - - Options in exchange for shares - - Shares forfeited - 219 Ending available 454 454 Vested stock awards (1) 4,414 2,353 Beginning number of shares issued 2,681 2,585 Issued - 96 Cancelled - - Ending number of shares issued 2,681 2,681 (1) For 2020, Includes 2,681 of vested RSU's and 1,773 of vested stock options 2017 Omnibus Incentive Plan The 2017 Omnibus Incentive Plan was registered on June 14, 2017. Under the 2017 Omnibus Incentive Plan, the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 4,000 shares of common stock to Company employees, officers, directors, consultants and advisors are available under the 2017 Omnibus Incentive Plan. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. As previously described, new option awards were granted to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 525 shares of the Company's common stock and were granted 663 replacement options to purchase shares of Company common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The remaining replacement options will vest in equal installments through July 2020, subject to continued employment by the Company. Share-based compensation costs of approximately $629 for grants not yet recognized will be recognized as expense through October 2023 subject to any changes for actual versus estimated forfeitures. 2020 2019 Number Weighted Number Weighted Beginning balance 1,870 $ 1.54 1,374 $ 2.76 Granted 879 $ 1.21 1,034 $ 0.93 Shares modified to options - - - - Exercised - - Cancelled (78 ) - Forfeited - (538 ) Ending balance 2,671 $ 1.54 1,870 $ 1.54 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 9.2 9.2 A summary of the activity for service-based RSUs as of March 31, 2020 and March 31, 2019 is presented below for the years ended March 31: 2020 2019 Number Weighted Number Weighted Beginning balance - $ - 50 $ 2.60 Granted - - - Issued - (25 ) Expired - - Forfeited - (25 ) Options granted in exchange - Ending balance - $ - - $ - Weighted Average Remaining Contractual Life (Years) - - Additional information regarding the RSUs is presented in the table below as of and for the years ended March 31: 2020 2019 Total market value of shares/units vested $ - $ - Share-based compensation expense for RSUs $ - $ (254 ) Total tax benefit related to RSU share-based compensation expense $ - $ - Cash tax benefits realized for tax deductions for RSUs $ - $ - At March 31, 2019, there was no unrecognized compensation cost related to non-vested RSUs with a weighted average vesting period of 0 years. A reconciliation of the total shares available and issued under the 2017 Omnibus Incentive Plan is presented in the table below for the years ended March 31: 2020 2019 Beginning available 1,615 2,111 Shares granted (604 ) (1,034 ) Shares modified to options - - Options in exchange for shares (- ) (- ) Shares expired - - Shares forfeited 215 538 Ending available 1,226 1,615 Vested stock awards (1) 2,451 905 Beginning number of shares issued 490 465 Issued - 25 Cancelled - - Ending number of shares issued 490 490 (1) For 2020, Includes 490 of vested RSU's and 1,961 of vested stock options |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12: COMMITMENTS AND CONTINGENCIES Legal Proceedings We are presently involved in the following in Arkansas and Florida. To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties or businesses are subject, which would reasonably be likely to have a material adverse effect on the Company. ● On August 1, 2018, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the Federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. Ecoark Holdings and Zest Labs are seeking monetary damages and other related relief to the extent it is deemed proper by the court. The Company does not believe that expenses incurred in pursuing the complaint have had a material effect on the Company's net income or financial condition for the fiscal year ended March 31, 2020 or any individual fiscal quarter. On October 22, 2018, the Court issued an order initially setting a trial date of June 1, 2020, which has been delayed due to COVID-19. ● On December 12, 2018, a complaint was filed against the Company in the Twelfth Judicial Circuit in Sarasota County, Florida by certain investors who invested in the Company before it was public. The complaint alleges that the investment advisors who solicited the investors to invest into the Company made omissions and misrepresentations concerning the Company and the shares. The Company filed a motion to dismiss the complaint which is pending. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon the Company's financial condition, results of operations or cash flows. Royalties The Company has cross-licensing agreements with several technology companies that require payment of royalties upon the sale and or use of certain patented technologies. One of these agreements requires minimum annual payments of $50 until the last of the patents expire. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carryforward for tax purposes totaling approximately $109,794 at March 31, 2020. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. The Company is in process of determining all potential limitations with respect to Section 382 and will adjust in future periods. There is a full valuation allowance on these net operating loss carryforwards, so there will be no impact on the financial position of the Company. The table below summarizes the differences between the tax benefit computed at the statutory federal tax rate and the Company's net income tax benefit for the years ended March 31: 2020 2019 Tax benefit computed at expected statutory rate $ (2,549 ) $ (2,867 ) State income taxes (288 ) 2 Permanent differences: Intangibles purchased (2,185 ) - Change in fair value of derivative liabilities 77 (664 ) Gain/Loss on conversion of liabilities 364 - Temporary differences: Share-based compensation 892 728 Property and equipment (94 ) (48 ) Intangible assets - 640 Other adjustments 657 42 Increase in valuation allowance 3,280 2,169 Net income tax benefit $ - $ - The Company has deferred tax assets (liabilities) which are summarized as follows at March 31: 2020 2019 Net operating loss carryover $ 25,659 $ 23,327 Depreciable and amortizable assets 1,866 1,761 Share-based compensation 4,548 3,586 Accrued liabilities 42 57 Allowance for bad debts 135 120 Change in fair value of derivative liabilities (802 ) (2,884 ) Intangible assets purchased (2,185 ) - Other 365 381 Less: valuation allowance (29,628 ) (26,348 ) Net deferred tax asset $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at March 31, 2020, due to the uncertainty of realizing the deferred income tax assets. The valuation was increased by approximately $3,280 as a result of differences relating to fiscal 2020 operations offset by the non-deductibility of the intangibles acquired in the Banner Midstream acquisition. The Company has not identified any uncertain tax positions and has not received any notices from tax authorities. |
Concentrations
Concentrations | 12 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14: CONCENTRATIONS Concentration of Credit Risk. Supplier Concentration. Certain of the raw materials, components and equipment used by the Company in the manufacture of its products are available from single-sourced vendors. Shortages could occur in these essential materials and components due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components or equipment at acceptable prices, it would be required to reduce its manufacturing operations, which could have a material adverse effect on its results of operations. In addition, the Company may make prepayments to certain suppliers or enter into minimum volume commitment agreements. Should these suppliers be unable to deliver on their obligations or experience financial difficulty, the Company may not be able to recover these prepayments. The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 15: ACQUISITIONS Trend Discovery Holdings, Inc. On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings") for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the "Merger"). The Merger was completed as agreed in the Merger Agreement, the Company is the surviving entity in the Merger and the separate corporate existence of Trend Holdings has ceased to exist. Pursuant to the Merger, each of the 1,000 issued and outstanding shares of common stock of Trend Holdings was converted into 5,500 shares of the Company's common stock. No cash was paid relating to the acquisition. The Company acquired the assets and liabilities noted below in exchange for the 5,500 shares and accounted for the acquisition in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: Cash $ 3 Receivables 10 Other assets 2 Goodwill 3,222 $ 3,237 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Trend Holdings, we have engaged a third-party independent valuation specialist. The Company has recognized the purchase price allocations based on historical inputs and data as of May 31, 2019. The allocation of the purchase price is based on the best information available, amongst other things: (i) the valuation of the fair values and useful lives of tangible assets acquired; (ii) valuations and useful lives for intangible assets; (iii) valuation of accounts payable and accrued expenses; and (iv) the fair value of non-cash consideration. The Company had an independent valuation consultant confirm the valuation of Trend Holdings and the allocation of the intangible assets. The goodwill is not expected to be deductible for tax purposes. Banner Midstream On March 27, 2020, the Company and Banner Energy, a Nevada corporation ("Banner Parent"), entered into a Stock Purchase and Sale Agreement (the "Banner Purchase Agreement") to acquire Banner Midstream Corp., a Delaware corporation ("Banner Midstream"). Pursuant to the acquisition, Banner Midstream became a wholly-owned subsidiary of the Company and Banner Parent received shares of the Company's common stock in exchange for all of the issued and outstanding shares of Banner Midstream. Banner Midstream has four operating subsidiaries: Pinnacle Frac Transport LLC ("Pinnacle Frac"), Capstone Equipment Leasing LLC ("Capstone"), White River Holdings Corp. ("White River"), and Shamrock Upstream Energy LLC ("Shamrock"). Pinnacle Frac provides transportation of frac sand and logistics services to major hydraulic fracturing and drilling operations. Capstone procures and finances equipment to oilfield transportation service contractors. These two operating subsidiaries of Banner Midstream are revenue producing entities. White River and Shamrock are engaged in oil and gas exploration, production, and drilling operations on over 10,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. The Company issued 8,945 shares of common stock (which Banner Parent issued to certain of its noteholders) and assumed $11,774 in debt and lease liabilities of Banner Midstream. The Company's Chief Executive Officer and another director recused themselves from all board discussions on the acquisition of Banner Midstream as they are stockholders and/or noteholders of Banner Midstream. The transaction was approved by all of the disinterested members of the Board of Directors of the Company. The Chairman and CEO of Banner Parent is a former officer of the Company and is currently the Principal Accounting Officer of the Company and Chief Executive Officer and President of Banner Midstream. The Company acquired the assets and liabilities noted below in exchange for the 8,945 shares and accounted for the acquisition in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows (subject to adjustment): Cash (including restricted cash) $ 205 Accounts receivables 110 Prepaid expenses and other current assets 585 Machinery and equipment 3,426 Oil and gas properties 6,135 Customer relationships 2,100 Trade name 250 Right of use assets 731 Assets of discontinued operations 249 Goodwill 8,364 Accounts payable (268 ) Accrued liabilities (2,362 ) Due to prior owners (2,362 ) Lease liabilities (732 ) Liabilities of discontinued operations (228 ) Asset retirement obligation (295 ) Notes payable – related parties (1,844 ) Long-term debt (6,836 ) $ 4,866 The consideration paid for Banner Midstream was in the form of 8,945 shares of stock at a fair value of $0.544 per share or $4,867. The Company had an independent valuation consultant perform a valuation of Banner Midstream. The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Banner Midstream, we have engaged a third-party independent valuation specialist. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of March 27, 2020. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the reserves and intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The goodwill is not expected to be deductible for tax purposes. The following table shows the unaudited pro-forma results for the years ended March 31, 2020 and 2019, as if the acquisition had occurred on April 1, 2018. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Trend Holdings, Banner Midstream (which includes White River and Shamrock) and the Company. Years Ended March 31, 2020 2019 (Unaudited) (Unaudited) Revenues $ 16,297 $ 10,101 Net loss $ (17,618 ) $ (17,351 ) Net loss per share $ (0.28 ) $ (0.34 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 16: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the years ended March 31, 2020 and 2019. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in Note 9 in accordance with ASC 815, Derivatives and Hedging The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of and for the year ended March 31: 2020 Level 1 Level 2 Level 3 Total Gains and (Losses) Warrant derivative liabilities - - $ 2,775 $ (3,182 ) 2019 Warrant derivative liabilities - - $ 3,104 $ 3,160 |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 17: SEGMENT INFORMATION The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information Year Ended March 31, 2020 Commodities Financial Technology Total Segmented operating revenues $ 233 $ 175 $ 173 $ 581 Cost of revenues 94 - 165 259 Gross profit 139 175 8 322 Total operating expenses net of depreciation, amortization, and impairment 66 729 9,048 9,843 Depreciation and amortization 4 - 282 286 Other expense (17 ) - (2,315 ) (2,332 ) Loss from continuing operations $ 52 $ (554 ) $ (11,637 ) $ (12,139 ) Segmented assets as of March 31, 2020 Property and equipment, net $ 3,423 $ - $ 542 $ 3,965 Oil and Gas Properties $ 6,135 $ - $ - $ 6,135 Intangible assets, net $ 9,353 $ 3,222 $ - $ 12,575 Capital expenditures $ - $ - $ - $ - |
Leases
Leases | 12 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 18: LEASES The Company has adopted ASU No. 2016-02, Leases (Topic 842) The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance on April 1, 2019. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard did not result in an adjustment to retained earnings for the Company. As of March 31, 2020, the value of the unamortized lease right of use asset is $731. As of March 31, 2020, the Company's lease liability was $732. Maturity of Lease Liability for fiscal year ended March 31, 2021 $ 222 2022 $ 191 2023 $ 169 2024 $ 132 2025 $ 18 Total lease payments $ 732 Amortization of the right of use asset for fiscal year ended March 31, 2021 $ 218 2022 $ 187 2023 $ 168 2024 $ 140 2025 $ 18 Total lease payments $ 731 |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Mar. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 19: ASSET RETIREMENT OBLIGATIONS In conjunction with the approval permitting the Company to resume drilling in the existing fields, the Company has recorded an asset retirement obligation based upon the plan submitted in connection with the permit. The following table summarizes activity in the Company’s ARO for the years ended March 31, 2020 and 2019: 2020 2019 Balance, beginning of year $ - $ - Accretion expense - - ARO liability acquired in Banner Midstream acquisition 295 - Reclamation obligations settled - - Additions and changes in estimates - - Balance, end of year $ 295 $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20: SUBSEQUENT EVENTS Subsequent to March 31, 2020, the Company had the following transactions: On April 15, 2020, the Company granted 200 warrants with an exercise price of $0.73 per share to extend the maturity date of the Senior Secured Debt acquired in the Banner Midstream acquisition to May 31, 2020. On April 15, 2020, the Company granted 50 warrants with an exercise price of $0.73 to extend the maturity date of the Senior Secured Debt acquired in the Banner Midstream acquisition to May 31, 2020. The Company does not believe this transaction constitutes an accounting extinguishment of debt due to a material modification of the debt instrument. On April 15 and 16, 2020, the Company received $438 in proceeds in a loan provided by Trend Discovery SPV I. Since they were the borrower and responsible for repayment of these amounts the Company granted 1,000 warrants at $0.73 for collateral for the loan. In addition, on May 29, 2020, the Company issued 521 shares of common stock in conversion of $380 of loans payable and accrued interest. The conversion was done at $0.73 per share and resulted in a loss on conversion of $1,027. On April 16, 2020, the Company received $386 in Payroll Protection Program funding related to Ecoark Holdings, and the Company also received on April 13, 2020, $1,482 in Payroll Protection Program funds for Pinnacle Frac LLC, a subsidiary of Banner Midstream. On May 1, 2020, an institutional investor elected to convert its remaining shares of Series B Preferred shares into 161 common shares. On April 1 and May 5, 2020, two institutional investors elected to convert their 1 Series C Preferred share into 1,379 common shares. On May 6, 2020, the Company granted 100 non-qualified stock options to a consultant. On May 8 and May 14, the Company issued 25 and 35 shares of common stock for the extension of this not and accrued interest valued at $45. The Company recognized a loss of $13 on this issuance and conversion On May 10, 2020, the Company entered into letter agreements with accredited institutional investors holding 1,379 warrants issued on November 13, 2019 with an exercise price of $0.725 and holding 5,882 warrants with and exercise price of $0.90 (collectively, the "Existing Warrants"). The Existing Warrants have been registered for resale pursuant to a registration statement on Form S-1 (File No. 333-235456). In consideration for the investors exercising in full all of the Existing Warrants on or before May 18, 2020, the Company has agreed to issue the investors new warrants pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, to purchase up to a number of shares of common stock equal to 100% of the number of shares issued upon the exercise of the $0.90 warrants pursuant to the warrant exercise , which the new warrants substantially in the form of the original $0.90 warrants, except for the exercise price which will be $1.10. Between May 11, 2020 and May 18, 2020, the Company received $6,294 from the cash exercise of these Existing Warrants. Between May 11 and June 15, 2020, (a) the Company repaid long-term debt of $2,851 in cash; (b) converted $397 in long-term debt, plus $35 in accrued interest into 592 shares of common stock, and recorded a loss on conversion of $408 on this transaction; (c) repaid $140 in cash and converted $17 of amounts due to prior owners into 23 shares of common stock, and recorded a loss on conversion of $16 on this transaction; (d) converted $200 in long-term debt and $15 in accrued interest into 295 shares of common stock, and recorded a loss on conversion of $213 on this transaction; (e) repaid $3 and converted $507 of a vendor payable into 461 shares of common stock, and recorded a loss on conversion of $161 on this transaction; and (f) repaid $75 in cash and converted $825 in amounts due to prior owners into 1,130 shares of common stock, and recorded a loss on conversion of $350 on this transaction. On May 26, 2020 the Company issued 5 shares of common stock for the conversion of an accrued expense valued at $4. The Company recognized a loss of $4 on this conversion. Between May 29, 2020 and June 22, 2020, 319 non-qualified stock options were exercised for proceeds of $203. Between May 29, 2020 and June 3, 2020, 127 2017 Omnibus stock options were exercised for proceeds of $117. On June 6, 2020 the Board Compensation Committee approved the modification of an executive's stock option as allowable by the Company's 2013 Incentive Stock Option Plan and 2017 Omnibus Stock Plan to amend the strike price of the executive's 3,363 stock option grant from $2.60 per share to $0.73 per share. On June 11, 2020, the Company acquired certain energy assets from SR Acquisition I, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-in with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. On June 18, 2020, the Company acquired certain energy assets from SN TMS, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment. Between June 19 and June 22, 2020, there were 395 warrants exercised for $399. Of these 400 warrants, 187 of them were cashless exercises. The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic poses the risk that the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company's business, the continued spread of COVID-19 and the measures taken by the governments of countries affected and in which the Company operates could disrupt the operation of the Company's business. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company's business and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all. In addition, the Company may take temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring all employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company's business. The extent to which the COVID-19 outbreak impacts the Company's results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. |
Supplemental Information on Oil
Supplemental Information on Oil and Gas Producing Activities (Unaudited) | 12 Months Ended |
Mar. 31, 2020 | |
Supplemental Information on Oil and Gas Producing Activities (Unaudited) [Abstract] | |
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) | SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED) The following supplemental unaudited information regarding the Company's oil and gas activities is presented pursuant to the disclosure requirements of ASC 932. All of the Company's activities are in the United States. The Company has performed due diligence in addition to the determination of estimated proved reserves which on one of their leases which has 9,615 acres of oil and gas mineral rights at both shallow and deep levels and identified average recoverable cumulative production of 3,540,000 barrels of oil. This due diligence is not included in any of the amounts provided as of and for the fiscal year ended March 31, 2020. Results of Operations Results of Operations March 31, 2020 March 31, 2019 Sales $ - $ - Lease operating costs - - Depletion, accretion and impairment - - $ - $ - Since the acquisition of Banner Midstream occurred on March 27, 2020, there were no sales and related costs during the four-day period March 28, 2020 through March 31, 2020. Reserve Quantity Information The supplemental unaudited presentation of proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not purport to reflect realizable values or fair market values of the Company's reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, significant changes to these estimates can be expected as future information becomes available. Proved reserves are those estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment, and operating methods. Estimated Quantities of Proved Reserves (Mbbl) Estimated Quantities of Proved Reserves March 31, 2020 March 31, 2019 Proved Developed, Producing 17 - Proved Developed, Non-Producing - - Total Proved Developed - - Proved Undeveloped - - Total Proved 17 - Petroleum and Natural Gas Reserves Reserves are estimated remaining quantities of oil and natural gas and related substances, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known resources, and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with provisions of ASC 932, "Extractive Activities – Oil and Gas." Future cash inflows as March 31, 2020 and 2019 were computed by applying the unweighted, arithmetic average of the closing price on the first day of each month for the twelve month period prior to March 31, 2020 and 2019 to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming continuation of existing economic conditions. Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved. Future income tax expenses give effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a rate of ten percent annually to derive the standardized measure of discounted future net cash flows. This calculation procedure does not necessarily result in an estimate of the fair market value of the Company's oil and natural gas properties. The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the years ended March 31, 2020 and 2019 are as follows: Standardized Measure of Discounted Future Net Cash Flow March 31, 2020 March 31, 2019 Future gross revenue $ 767 $ - Less: Future production tax expense (35 ) - Future gross revenue after production taxes 732 - Less: Future operating costs (565 ) - Less: Development costs (295 ) - Future net income (loss) before taxes (128 ) - 10% annual discount for estimated timing of cash flows 40 - Standardized measure of discounted future net cash flows (PV10) $ (88 ) $ - Changes in Standardized Measure of Discounted Future Net Cash Flows The changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended March 31, 2020 and 2019 are as follows: Change in Standardized Measure of Discounted Future Net Cash Flow March 31, March 31, Balance - beginning $ - $ - Net changes in prices and production costs (412 ) - Net changes in future development costs (203 ) - Sales of oil and gas produced, net - - Extensions, discoveries and improved recovery - - Purchases of reserves 527 - Sales of reserves - - Revisions of previous quantity estimates - - Previously estimated development costs incurred - - Net change income taxes - - Accretion of discount - - Balance - ending $ (88 ) $ - In accordance with SEC requirements, the pricing used in the Company's standardized measure of future net revenues in based on the twelve month unweighted arithmetic average of the first day of the month price for the period April through March for each period presented and adjusted by lease for transportation fees and regional price differentials. The use of SEC pricing rules may not be indicative of actual prices realized by the Company in the future. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Ecoark Holdings and its subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. Ecoark Holdings is a holding company that holds 100% of Ecoark and Magnolia Solar. Ecoark holds 100% of Eco360, Pioneer Products (which owned 100% of Sable), Zest Labs. In May 2018 the Ecoark Holdings Board approved a plan to sell key assets of Pioneer (including the assets of Sable) and Magnolia Solar. Both of these subsidiaries were sold in May 2019. On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Trend Discovery Holdings Inc., a Delaware corporation (“Trend Holdings”) for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the “Merger”). The Merger was completed, and Trend Holdings is now included in the consolidated financial statements. On March 27, 2020, the Company and Banner Energy Services Corp, a Nevada corporation (“Banner Parent”), entered into a Stock Purchase and Sale Agreement (the “Banner Purchase Agreement”) to acquire Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Pursuant to the acquisition, Banner Midstream became a wholly-owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream. The Company applies the guidance of Topic 810 Consolidation |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the United States Securities and Exchange Commission (the "Commission" or the "SEC"). It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. |
Reclassifications | Reclassification The Company has reclassified certain amounts in the fiscal 2019 consolidated financial statements to comply with the 2020 presentation. These principally relate to classification of certain revenues, cost of revenues and related segment data, as well as certain research and development expenses. Reclassifications relating to the discontinued operations of Pioneer, Sable and Magnolia are described further in Note 2 for 2019 and Pinnacle Vac for 2020. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management's estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. |
Cash | Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. The Company holds no cash equivalents as of March 31, 2020 and 2019, respectively. The Company maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the term of the lease, which is shorter than the estimated useful life of the improvements. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has early adopted Accounting Standard Update ("ASU") 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company's ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. The Company did consider it necessary to record impairment charges for equipment acquired as part of the Sable acquisition. As of March 31, 2019, the property and equipment of Sable and Magnolia Solar have been reclassified as assets held for sale as more fully described in Note 2. These intangible assets are being amortized over estimated flows over the estimated useful lives of ten years for the customer relationships and on a straight-line basis over five years for the non-compete agreements. These intangible assets will be amortized commencing April 1, 2020. Any expenditures on intangible assets through the Company's filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its long-lived assets for recoverability during the year ended March 31, 2020, and there was no impairment recorded during this period. |
Oil and Gas Properties | Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method. There was no depreciation, depletion and amortization expense for the Company’s oil and gas properties for the years ended March 31, 2020 and 2019, respectively. |
Limitation on Capitalized Costs | Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and gas properties (the "Ceiling" test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10% and assuming continuation of existing economic conditions, of (1) estimated future gross revenues from proved reserves, which is computed using oil and gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less (2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus, (b) the cost of properties being amortized; plus, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. A ceiling test was performed as of March 31, 2020 and there was no indication of impairment on the oil and gas properties. |
Oil and Gas Reserves | Oil and Gas Reserves Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. |
Accounting for Asset Retirement Obligation | Accounting for Asset Retirement Obligation Asset retirement obligations ("ARO") primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of the estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation's inception, with an offsetting increase to proved properties. |
Software Costs | Software Costs The Company accounts for software development costs in accordance with ASC 985-730 Software Research and Development Costs of Software to be Sold, Leased or Marketed |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. These costs include internal salaries and related costs and professional fees for activities related to development. These costs relate to the Zest Data Services platform, Zest Fresh and Zest Delivery. |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software as a service (“SaaS”) contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty-day payment terms from when the Company satisfies the performance obligation in the contract. In fiscal 2020 and 2019, the Company did not have significant revenue from software license agreements. Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company’s factoring agent. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for doubtful accounts, to be fully collectible. The allowance is based on management's estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. For Pinnacle Frac, accounts receivable is comprised of unsecured amounts due from customers that have been conveyed to a factoring agent without recourse. Pinnacle Frac receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance charge by the factoring agent, and realizes cash for the 98% net proceeds received. |
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. |
Vacation and Paid-Time-Off Compensation | Vacation and Paid-Time-Off Compensation The Company follows ASC 710-10 Compensation – General The Company measures compensation expense for its non-employee share-based compensation under ASC 505-50 Equity-Based Payments to Non-Employees The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments |
Leases | Leases The Company follows ASC 840 Leases Leases |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share ("EPS") include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company's financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. |
Fair Value Measurements | Fair Value Measurements ASC 820 Fair Value Measurements Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. |
Related-Party Transactions | Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 and later updated with ASU 2019-01 in March 2019 Leases (Topic 842). In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Liquidity | Liquidity For the year ended March 31, 2019, the Company disclosed that there was substantial doubt about the Company's ability to continue as a going concern to carry out its business plan. For the years ended March 31, 2020 and 2019, the Company had a net loss of $12,137 and $13,650, respectively, and has an accumulated deficit as of March 31, 2020 of $128,023. As of March 31, 2020, the Company has $406 in cash and cash equivalents The Company alleviated the substantial doubt regarding this uncertainty as of March 31, 2020 as a result of the Company's acquisition of Banner Midstream on March 27, 2020 which bring revenue generating subsidiaries with reserves of oil properties over $6 million and existing customer relationships over $2 million, coupled with the raising of over $6 million in the exercise of warrants and the entering into a secured funding of $35 million for accretive cash flow producing oil assets for its new business venture with Banner Midstream If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company's ability to raise additional capital will also be impacted by the recent outbreak of COVID-19. Based on this acquisition, company-wide consolidation, and management's plans, the Company believes that the current cash on hand and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. |
Impact of COVID-19 | Impact of COVID-19 The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic poses the risk that the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company's business, the continued spread of COVID-19 and the measures taken by the governments of countries affected and in which the Company operates could disrupt the operation of the Company's business. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company's business and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all. In addition, the Company may take temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring all employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company's business. The extent to which the COVID-19 outbreak impacts the Company's results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations of consolidated balance sheets held for sale | 2019 Other current assets $ 23 Current assets – held for sale $ 23 Accounts payable $ 23 Accrued liabilities 11 Current liabilities – held for sale $ 34 |
Schedule of loss from discontinued operations in the condensed consolidated statements | 2019 Revenue $ 9,883 Cost of revenue 10,515 Gross (loss) (632 ) Operating expenses 1,668 Loss from discontinued operations $ (2,300 ) Non-cash expenses $ 452 |
Schedule of assets and liabilities included as part of discontinued operations | Property and equipment, net $ 249 Non-current assets $ 249 Accounts payable $ 228 Current liabilities $ 228 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | 2020 2019 Revenue: Walmart $ - $ 1,000 Software as a Service ("SaaS") 28 62 Professional Services 145 - Financial Services 175 - Oil and Gas Services 225 - Equipment rental 4 - Fuel rebate 4 - $ 581 $ 1,062 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | 2020 2019 Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Leasehold improvements – Pinnacle Frac 18 - Machinery and equipment - Technology 200 200 Machinery and equipment – Commodity 3,405 - Total property and equipment 6,338 2,915 Accumulated depreciation and impairment (2,373 ) (2,091 ) Property and equipment, net $ 3,965 $ 824 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | 2020 2019 Patents $ 1,013 $ 1,013 Customer relationships 2,100 - Non-compete agreements 250 - Outsourced vendor relationships 340 340 Non-compete agreements 1,017 1,017 Total intangible assets 4,720 2,370 Accumulated amortization and impairment (2,370 ) (2,370 ) Intangible assets, net $ 2,350 $ - |
Schedule of statutory based intangible assets | Acquisition – Trend Discovery $ 3,222 Acquisition – Banner Midstream 7,003 Goodwill – March 31, 2020 $ 10,225 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of accrued liabilities | 2020 2019 Professional fees and consulting costs $ 106 $ 150 Vacation and paid time off 126 345 Legal fees 503 108 Compensation 865 50 Interest 673 11 Insurance 548 - Other 215 174 Total $ 3,036 $ 828 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of convertible notes and warrants estimated using Black-Scholes | Year Ended Year Ended March 31, March 31, Inception Expected term 4.67- 4.83 years 3.00 - 4.42 years 5.00 years Expected volatility 95 % 96 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 0.70 % 2.23 % 1.50% - 2.77 % |
Schedule of warrant derivative liabilities | March 31, 2020 March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ - $ 256 $ 4,609 Fair value of 1,850 May 22, 2017 warrants - 505 7,772 Fair value of 2,565 March 16, 2018 warrants - 1,040 3,023 Fair value of 2,969 August 14, 2018 warrants - 1,303 2,892 Fair value of 3,922 August 22, 2019 warrants - - 1,576 Fair value of 1,379 November 11, 2019 warrants 543 - 1,107 Fair value of 5,882 January 27, 2020 warrants 2,232 - 3,701 $ 2,775 $ 3,104 |
Schedule of warrant derivative liabilities activity | Beginning balance as of March 31, 2019 $ 3,104 Issuances of warrants – derivative liabilities 6,384 Warrants exchanged for common stock (6,344 ) Change in fair value of warrant derivative liabilities (369 ) Ending balance as of March 31, 2020 $ 2,775 |
Oil and Gas Properties (Tables)
Oil and Gas Properties (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Oil And Gas Properties [Abstract] | |
Schedule of oil and gas mineral lease | 2020 2019 Property acquired from Shamrock $ 1,970 $ - Properties acquired from White River 4,165 - Total OGML Properties $ 6,135 $ - |
Schedule of oil and gas activities by classification | Activity Category March 31, 2019 Adjustments (1) March 31, 2020 Proved Developed Producing Oil and Gas Properties Cost $ - $ 167 $ 167 Accumulated depreciation, depletion and amortization - - - Total $ - $ 167 $ 167 Undeveloped and Non-Producing Oil and Gas Properties Cost $ - $ 5,968 $ 5,968 Accumulated depreciation, depletion and amortization - - - Total $ - $ 5,968 $ 5,968 Grand Total $ - $ 6,135 $ 6,135 (1) Pursuant to the preliminary asset allocation in Banner Midstream acquisition (See Note 15) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | 2020 2019 Secured convertible promissory note – Ecoark Holdings (a) $ - $ - Credit facility – Trend Discovery SPV 1, LLC (b) - 1,350 Senior secured bridge loan – Banner Midstream (c) 2,222 - Note payable – LAH 1 (d) 110 - Note payable – LAH 2 (e) 77 - Note payable – Banner Midstream 1 (f) 303 - Note payable – Banner Midstream 2 (g) 397 - Note payable – Banner Midstream 3 (h) 500 - Merchant Cash Advance (MCA) loan – Banner Midstream 1 (i) 361 - MCA loan – Banner Midstream 2 (j) 175 - MCA loan – Banner Midstream 3 (k) 28 - Note payable – Banner Midstream – Alliance Bank (l) 1,239 - Commercial loan – Pinnacle Frac – Firstar Bank (m) 952 - Auto loan 1 – Pinnacle Vac – Firstar Bank (n) 40 - Auto loan 2 – Pinnacle Frac – Firstar Bank (o) 52 - Auto loan 3 – Pinnacle Vac – Ally Bank (p) 42 - Auto loan 4 – Pinnacle Vac – Ally Bank (q) 47 - Auto loan 5 – Pinnacle Vac – Ally Bank (r) 44 - Auto loan 6 – Capstone – Ally Bank (s) 97 - Tractor loan 7 – Capstone – Tab Bank (t) 235 - Equipment loan – Shamrock – Workover Rig (u) 50 - Total long-term debt 6,971 1,350 Less: debt discount (149 ) - Less: current portion (6,401 ) (1,350 ) Long-term debt, net of current portion $ 421 $ - |
Schedule of maturities net of discount | 2021 $ 6,401 2022 182 2023 126 2024 93 2025 20 $ 6,822 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Notes Payable Related Party [Abstract] | |
Schedule of notes payable to related parties | 2020 2019 Ecoark Holdings Board Member (a) $ 578 $ - Ecoark Holdings Officers (b) 1,242 - Banner Midstream Officers (c) 152 - Ecoark Holdings – common ownership (d) 200 - Total Notes Payable – Related Parties 2,172 - Less: Current Portion of Notes Payable – Related Parties (2,172 ) (- ) Long-term debt, net of current portion $ - $ - (a) A board member advanced $328 to the Company through March 31, 2020, under the terms of a note payable that bears 10% simple interest per annum, and the principal balance along with accrued interest is payable July 30, 2020 or upon demand. Interest expense on the note for the year ended March 31, 2020 was $27. In addition, the Company assumed $250 in notes entered into in March 2020 via the acquisition of Banner Midstream from the same board member at 15% interest. (b) William B. Hoagland, Principal Financial Officer, advanced $30 to the Company in May 2019 pursuant to a note with the same terms as the note with the board member. Randy May, CEO, advanced $45 to the Company in August 2019 pursuant to a note with the same terms as the note with the board member. Interest expense on both of these notes was $5. Both of these amounts along with the accrued interest was repaid during the year ended March 31, 2020. In addition, Randy May advanced $1,242 in five separate notes to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts are due at various times through July 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of March 31, 2020 is $186. $968 of these notes were repaid in May 2020. (c) An officer of Banner Midstream who remains an officer of this subsidiary advanced $152 in three separate notes to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts are due at various times through July 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of March 31, 2020 is $17. $55 of these notes were repaid in May 2020. (d) A company controlled by an officer of the Company advanced $200 to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. Accrued interest on this note as of March 31, 2020 is $8. These notes were converted in May 2020. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Schedule of changes in warrants | 2020 2019 Number Weighted Average Exercise Number Weighted Average Exercise Beginning balance 9,206 $ 2.12 10,577 $ 4.37 Granted 13,426 $ 0.72 3,177 $ 2.00 Exercised (11,633 ) $ (1.25 ) - Cancelled (2,877 ) $ (5.16 ) - Expired (- ) $ - (4,547 ) $ 5.17 Ending balance 8,122 $ 1.12 9,206 $ 2.12 Intrinsic value of warrants $ - Weighted Average Remaining Contractual Life (Years) 4.6 3.0 |
Schedule of share-based compensation expense | 2013 Incentive Stock Plan 2017 Omnibus Incentive Plan Non-Qualified Stock Options Common Stock Warrants Total 2020 Directors $ - $ 200 $ 334 $ - $ - $ 534 Employees - 568 1,556 - - 2,124 Services - 245 196 717 - 1,158 $ - $ 1,013 $ 2,086 $ 717 $ - $ 3,816 2019 Directors $ - $ 400 $ - $ - $ - $ 400 Employees 270 356 2,066 - - 2,692 Services -- (14 ) - - - (14 ) Services prepaid expense - - - - - - $ 270 $ 742 $ 2,066 $ - $ - $ 3,078 |
Schedule of additional information regrading RSU | 2020 2019 Total market value of shares/units vested $ - $ - Share-based compensation expense for RSUs $ - $ (254 ) Total tax benefit related to RSU share-based compensation expense $ - $ - Cash tax benefits realized for tax deductions for RSUs $ - $ - |
Non-Qualified Stock Options [Member] | |
Schedule of non-qualified stock options | 2020 2019 Number Weighted Average Exercise Number Weighted Average Exercise Beginning balance 2,916 $ 2.60 2,909 $ 2.60 Granted 5,560 $ 0.57 7 $ 0.98 Exercised - - Cancelled (254 ) $ (2.60 ) - Forfeited - - Ending balance 8,222 $ 1.22 2,916 $ 2.60 Intrinsic value of options $ 372 Weighted Average Remaining Contractual Life (Years) 8.7 8.5 |
2013 Incentive Stock Plan [Member] | |
Schedule of changes in stock options | 2020 2019 Number Weighted Average Exercise Number Weighted Average Exercise Beginning balance 2,353 $ 2.52 2,563 $ 2.52 Granted - - Options granted in exchange for shares - - Exercised - - Expired/Cancelled (495 ) - Forfeited (125 ) (210 ) Ending balance 1,733 $ 2.52 2,353 $ 2.52 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 7.6 8.6 |
Schedule of reconciliation of shares | 2020 2019 Beginning available 454 235 Shares modified to options - - Options in exchange for shares - - Shares forfeited - 219 Ending available 454 454 Vested stock awards (1) 4,414 2,353 Beginning number of shares issued 2,681 2,585 Issued - 96 Cancelled - - Ending number of shares issued 2,681 2,681 (1) For 2020, Includes 2,681 of vested RSU’s and 1,773 of vested stock options |
Service-Based Grants [Member] | |
Schedule of changes in stock options | 2020 2019 Number Weighted Average Exercise Number Weighted Average Exercise Beginning balance - $ - 105 $ 4.90 Granted - Issued - (96 ) Expired - - Forfeited - (9 ) Options granted in exchange for shares - - Ending balance - $ - - $ - Weighted Average Remaining Contractual Life (Years) - - |
2017 Omnibus Incentive Plan [Member] | |
Schedule of changes in stock options | 2020 2019 Number Weighted Average Exercise Number Weighted Beginning balance 1,870 $ 1.54 1,374 $ 2.76 Granted 879 $ 1.21 1,034 $ 0.93 Shares modified to options - - - - Exercised - - Cancelled (78 ) - Forfeited - (538 ) Ending balance 2,671 $ 1.54 1,870 $ 1.54 Intrinsic value of options $ - Weighted Average Remaining Contractual Life (Years) 9.2 9.2 |
Schedule of reconciliation of shares | 2020 2019 Beginning available 1,615 2,111 Shares granted (604 ) (1,034 ) Shares modified to options - - Options in exchange for shares (- ) (- ) Shares expired - - Shares forfeited 215 538 Ending available 1,226 1,615 Vested stock awards (1) 2,451 905 Beginning number of shares issued 490 465 Issued - 25 Cancelled - - Ending number of shares issued 490 490 (1) For 2020, Includes 490 of vested RSU’s and 1,961 of vested stock options |
Schedule of activity for performance based grants one | 2020 2019 Number Weighted Average Exercise Number Weighted Average Exercise Beginning balance - $ - 50 $ 2.60 Granted - - - Issued - (25 ) Expired - - Forfeited - (25 ) Options granted in exchange - Ending balance - $ - - $ - Weighted Average Remaining Contractual Life (Years) - - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of net income tax benefit | 2020 2019 Tax benefit computed at expected statutory rate $ (2,549 ) $ (2,867 ) State income taxes (288 ) 2 Permanent differences: Intangibles purchased (2,185 ) - Change in fair value of derivative liabilities 77 (664 ) Gain/Loss on conversion of liabilities 364 - Temporary differences: Share-based compensation 892 728 Property and equipment (94 ) (48 ) Intangible assets - 640 Other adjustments 657 42 Increase in valuation allowance 3,280 2,169 Net income tax benefit $ - $ - |
Schedule of deferred tax assets | 2020 2019 Net operating loss carryover $ 25,659 $ 23,327 Depreciable and amortizable assets 1,866 1,761 Share-based compensation 4,548 3,586 Accrued liabilities 42 57 Allowance for bad debts 135 120 Change in fair value of derivative liabilities (802 ) (2,884 ) Intangible assets purchased (2,185 ) - Other 365 381 Less: valuation allowance (29,628 ) (26,348 ) Net deferred tax asset $ - $ - |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Schedule of fair values at effective date of acquisition the purchase price | Cash $ 3 Receivables 10 Other assets 2 Goodwill 3,222 $ 3,237 |
Banner Midstream [Member] | |
Schedule of fair values at effective date of acquisition the purchase price | Cash (including restricted cash) $ 205 Accounts receivables 110 Prepaid expenses and other current assets 585 Machinery and equipment 3,426 Oil and gas properties 6,135 Customer relationships 2,100 Trade name 250 Right of use assets 731 Assets of discontinued operations 249 Goodwill 8,364 Accounts payable (268 ) Accrued liabilities (2,362 ) Due to prior owners (2,362 ) Lease liabilities (732 ) Liabilities of discontinued operations (228 ) Asset retirement obligation (295 ) Notes payable – related parties (1,844 ) Long-term debt (6,836 ) $ 4,866 |
Schedule of unaudited pro forma results of operations | Years Ended March 31, 2020 2019 (Unaudited) (Unaudited) Revenues $ 16,297 $ 10,101 Net loss $ (17,618 ) $ (17,351 ) Net loss per share $ (0.28 ) $ (0.34 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | 2020 Level 1 Level 2 Level 3 Total Gains and (Losses) Warrant derivative liabilities - - $ 2,775 $ (3,182 ) 2019 Warrant derivative liabilities - - $ 3,104 $ 3,160 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Year Ended March 31, 2020 Commodities Financial Technology Total Segmented operating revenues $ 233 $ 175 $ 173 $ 581 Cost of revenues 94 - 165 259 Gross profit 139 175 8 322 Total operating expenses net of depreciation, amortization, and impairment 66 729 9,048 9,843 Depreciation and amortization 4 - 282 286 Other expense (17 ) - (2,315 ) (2,332 ) Loss from continuing operations $ 52 $ (554 ) $ (11,637 ) $ (12,139 ) Segmented assets as of March 31, 2020 Property and equipment, net $ 3,423 $ - $ 542 $ 3,965 Oil and Gas Properties $ 6,135 $ - $ - $ 6,135 Intangible assets, net $ 9,353 $ 3,222 $ - $ 12,575 Capital expenditures $ - $ - $ - $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of maturity of operating lease liability | Maturity of Lease Liability for fiscal year ended March 31, 2021 $ 222 2022 $ 191 2023 $ 169 2024 $ 132 2025 $ 18 Total lease payments $ 732 |
Schedule of amortization of the right of use asset | Amortization of the right of use asset for fiscal year ended March 31, 2021 $ 218 2022 $ 187 2023 $ 168 2024 $ 140 2025 $ 18 Total lease payments $ 731 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | 2020 2019 Balance, beginning of year $ - $ - Accretion expense - - ARO liability acquired in Banner Midstream acquisition 295 - Reclamation obligations settled - - Additions and changes in estimates - - Balance, end of year $ 295 $ - |
Supplemental Information on O_2
Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Supplemental Information on Oil and Gas Producing Activities (Unaudited) [Abstract] | |
Schedule of supplemental information | Results of Operations March 31, 2020 March 31, 2019 Sales $ - $ - Lease operating costs - - Depletion, accretion and impairment - - $ - $ - Estimated Quantities of Proved Reserves March 31, 2020 March 31, 2019 Proved Developed, Producing 17 - Proved Developed, Non-Producing - - Total Proved Developed - - Proved Undeveloped - - Total Proved 17 - Standardized Measure of Discounted Future Net Cash Flow March 31, 2020 March 31, 2019 Future gross revenue $ 767 $ - Less: Future production tax expense (35 ) - Future gross revenue after production taxes 732 - Less: Future operating costs (565 ) Less: Development costs (295 ) Future net income (loss) before taxes (128 ) 10% annual discount for estimated timing of cash flows 40 - Standardized measure of discounted future net cash flows (PV10) $ (88 ) $ - Change in Standardized Measure of Discounted Future Net Cash Flow March 31, March 31, Balance - beginning $ - $ - Net changes in prices and production costs (412 ) - Net changes in future development costs (203 ) - Sales of oil and gas produced, net - - Extensions, discoveries and improved recovery - - Purchases of reserves 527 - Sales of reserves - - Revisions of previous quantity estimates - - Previously estimated development costs incurred - - Net change income taxes - - Accretion of discount - - Balance - ending $ (88 ) $ - |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020USD ($)Segments | Mar. 31, 2019USD ($) | Mar. 27, 2020USD ($) | |
Organization and Summary of Significant Accounting Policies (Textual) | |||
Outstanding voting share percentage | 50.00% | ||
Accounts receivable and concentration of credit risk, percenatge | Pinnacle Frac receives an advance from the factoring agent of 98% of the amount invoiced to the customer within one business day. The Company recognizes revenue for 100% of the gross amount invoiced, records an expense for the 2% finance charge by the factoring agent, and realizes cash for the 98% net proceeds received. | ||
Exercise of warrants | $ 6,000 | ||
Fund amount | $ 35,000 | ||
Organization and summary of significant accounting policies, description | Trend Discovery LP currently owns approximately 1% of Volans-i and has participation rights to future financings to maintain its ownership at 1% indefinitely. More information can be found at flyvoly.com. | ||
Additional operating liabilities | $ 732 | $ 732 | |
Intangible assets estimated useful lives | These intangible assets are being amortized over estimated flows over the estimated useful lives of ten years for the customer relationships and on a straight-line basis over five years for the non-compete agreements. | ||
Net loss | $ (12,137) | $ (13,650) | |
Accumulated deficit | (128,023) | (115,886) | |
Cash and cash equivalents | 406 | ||
Cash used in operating activities | $ (5,490) | $ (9,040) | |
Revenue generating subsidiaries with reserves, description | The Company's acquisition of Banner Midstream on March 27, 2020 which bring revenue generating subsidiaries with reserves of oil properties over $6 million and existing customer relationships over $2 million. | ||
Number of segments | Segments | 3 | ||
Limitation on capitalized costs | (1) estimated future gross revenues from proved reserves, which is computed using oil and gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less (2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus, (b) the cost of properties being amortized; plus, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. A ceiling test was performed as of March 31, 2020 and there was no indication of impairment on the oil and gas properties. | ||
Merger Agreement [Member] | |||
Organization and Summary of Significant Accounting Policies (Textual) | |||
Ownership percentage of the company | 100.00% | ||
Ecoark And Magnolia Solar [Member] | |||
Organization and Summary of Significant Accounting Policies (Textual) | |||
Ownership percentage of the company | 100.00% | ||
Eco 360 Pioneer Products [Member] | |||
Organization and Summary of Significant Accounting Policies (Textual) | |||
Ownership percentage of the company | 100.00% | ||
Zest Labs [Member] | |||
Organization and Summary of Significant Accounting Policies (Textual) | |||
Ownership percentage of the company | 100.00% | ||
Organization and summary of significant accounting policies, description | Zest Labs, offers the Zest Fresh solution, a breakthrough approach to quality management of fresh food, specifically designed to help substantially reduce the $161 billion amount of food loss the U.S. experiences each year. Banner Midstream is engaged in oil and gas exploration, production and drilling operations on over 10,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Other current assets | $ 23 |
Current assets - held for sale | 23 |
Accounts payable | 23 |
Accrued liabilities | 11 |
Current liabilities - held for sale | $ 34 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) $ in Thousands | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Revenue | $ 9,883 |
Cost of revenue | 10,515 |
Gross (loss) | (632) |
Operating expenses | 1,668 |
Loss from discontinued operations | (2,300) |
Non-cash expenses | $ 452 |
Discontinued Operations (Deta_3
Discontinued Operations (Details 2) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Accounts payable | $ 23 | |
Current liabilities | $ 228 | |
Pinnacle Vac [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Property and equipment, net | 249 | |
Non-current assets | 249 | |
Accounts payable | 228 | |
Current liabilities | $ 228 |
Discontinued Operations (Deta_4
Discontinued Operations (Details Textual) $ in Thousands | 12 Months Ended |
Mar. 31, 2019USD ($) | |
Discontinued Operations (Textual) | |
Capital expenditures of discontinued operations | $ 268 |
Gain on sale of sable assets | $ 57 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | $ 581 | $ 1,062 |
Software as a Service [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 28 | 62 |
Professional services [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 145 | |
Walmart [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 1,000 | |
Financial Services [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 175 | |
Oil and Gas Services [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 225 | |
Equipment Rental [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 4 | |
Fuel Rebate [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | $ 4 |
Revenue (Details Textual)
Revenue (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue (Textual) | ||
Revenues | $ 581 | $ 1,062 |
Walmart [Member] | ||
Revenue (Textual) | ||
Revenues | 1,000 | |
Due amount | 500 | |
Allowance for doubtful accounts | $ 500 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,338 | $ 2,915 |
Accumulated depreciation and impairment | (2,373) | (2,091) |
Property and equipment, net | 3,965 | 824 |
Zest Labs freshness hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,493 | 2,493 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 222 | 222 |
Machinery and equipment - Technology [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 200 | 200 |
Machinery and equipment - Commodity [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,405 | |
Leasehold improvements – Pinnacle Frac [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 18 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | |
Property and Equipment (Textual) | |||
Depreciation expense | $ 286 | $ 672 | |
Property and equipment | $ 3,423 | ||
Asset impairment | $ 1,139 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Summary of intangible assets | ||
Total intangible assets | $ 4,720 | $ 2,370 |
Accumulated amortization and impairment | (2,370) | (2,370) |
Intangible assets, net | 2,350 | |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,013 | 1,013 |
Customer Relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 2,100 | |
Non-compete agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 250 | |
Outsourced vendor relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 340 | 340 |
Non-compete agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 1,017 | $ 1,017 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 10,225 | |
Acquisition - Trend Discovery [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 3,222 | |
Acquisition - Banner Midstream [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 7,003 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Intangible Assets and Goodwill (Textual) | ||
Amortization expense | $ 0 | $ 553 |
Goodwill | 10,225 | |
Customer relationships and non-compete agreements value | $ 2,350 | |
Intangible assets and goodwill, description | Those intangible assets related to the outsourced vendor relationships and non-compete agreements were recorded as part of the acquisition of 440labs. Goodwill of $3,222 was recorded in the Trend Holdings acquisition, and $7,003 was recorded in the Banner Midstream acquisition as fully described in Note 15. |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Professional fees and consulting costs | $ 106 | $ 150 |
Vacation and paid time off | 126 | 345 |
Legal fees | 503 | 108 |
Compensation | 865 | 50 |
Interest | 673 | 11 |
Insurance | 548 | |
Other | 215 | 174 |
Total | $ 3,036 | $ 828 |
Other Liabilities (Details Text
Other Liabilities (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | May 31, 2019 | |
Other Liabilities (Textual) | ||||
Addition assumed | $ 2,362 | $ 250 | ||
Amounts due to prior owners | $ 2,358 | $ 2,358 | ||
Owners currently due | $ 900 | |||
Amounts due to prior owners repaid | $ 75 | |||
Converted shares common stock | $ 825 | |||
Banner Midstream [Member] | ||||
Other Liabilities (Textual) | ||||
Addition assumed | $ 2,362 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - Convertible note [Member] - Warrant [Member] | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Expected volatility | 95.00% | 96.00% |
Expected dividend yield | ||
Risk-free interest rate | 0.70% | 2.23% |
Minimum [Member] | ||
Expected term | 4 years 8 months 2 days | 3 years |
Maximum [Member] | ||
Expected term | 4 years 9 months 29 days | 4 years 5 months 1 day |
Inception [Member] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Inception [Member] | Minimum [Member] | ||
Expected volatility | 91.00% | |
Risk-free interest rate | 1.50% | |
Inception [Member] | Maximum [Member] | ||
Expected volatility | 107.00% | |
Risk-free interest rate | 2.77% |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Aug. 22, 2019 | Mar. 31, 2019 |
Fair value of 1,000 March 17, 2017 warrants | $ 256 | ||
Fair value of 1,850 May 22, 2017 warrants | 505 | ||
Fair value of 2,565 March 16, 2018 warrants | 1,040 | ||
Fair value of 2,969 August 14, 2018 warrants | 1,303 | ||
Fair value of 3,922 August 22, 2019 warrants | $ 1,576 | ||
Fair value of 1,379 November 11, 2019 warrants | 543 | ||
Fair value of 5,882 January 27, 2020 warrants | 2,232 | ||
Total | 2,775 | $ 3,104 | |
Inception [Member] | |||
Fair value of 1,000 March 17, 2017 warrants | 4,609 | ||
Fair value of 1,850 May 22, 2017 warrants | 7,772 | ||
Fair value of 2,565 March 16, 2018 warrants | 3,023 | ||
Fair value of 2,969 August 14, 2018 warrants | 2,892 | ||
Fair value of 3,922 August 22, 2019 warrants | 1,576 | ||
Fair value of 1,379 November 11, 2019 warrants | 1,107 | ||
Fair value of 5,882 January 27, 2020 warrants | $ 3,701 |
Warrant Derivative Liabilitie_4
Warrant Derivative Liabilities (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance as of March 31, 2019 | $ 3,104 | |
Issuances of warrants - derivative liabilities | 6,384 | |
Warrants exchanged for common stock | (6,344) | |
Change in fair value of warrant derivative liabilities | (369) | $ 3,160 |
Ending balance as of March 31, 2020 | $ 2,775 | $ 3,104 |
Warrant Derivative Liabilitie_5
Warrant Derivative Liabilities (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Nov. 11, 2019 | Oct. 28, 2019 | Aug. 22, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2020 | Mar. 31, 2019 |
Warrant Derivative Liabilities (Textual) | |||||||
Change in fair value of derivative liabilities | $ (369) | $ 3,160 | |||||
Conversion of stock, description | The Company issued 2,243 shares of the Company’s common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. | ||||||
Number of shares issued | 300 | 2,926 | |||||
Number of warrants issued | 3,922 | ||||||
Fair value of warrants estimated | $ 1,576 | ||||||
Interest expense on warrant derivative liabilities | (541) | ||||||
Loss on extinguishment | $ 1,038 | ||||||
Fair value warrants [Member] | |||||||
Warrant Derivative Liabilities (Textual) | |||||||
Shares issued in exchange for warrants, description | On July 12, 2019, the March and August 2018 warrants were exchanged for 4,277 shares of Company common stock, and all of those warrants were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $840 that was recognized on the exchange. | ||||||
Series C Preferred Stock [Member] | |||||||
Warrant Derivative Liabilities (Textual) | |||||||
Fair value of warrants estimated | $ 1,107 | $ 543 | |||||
Interest expense on warrant derivative liabilities | $ 107 |
Oil And Gas Properties (Details
Oil And Gas Properties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Oil And Gas Properties [Abstract] | ||
Property acquired from Shamrock | $ 1,970 | |
Properties acquired from White River | 4,165 | |
Total OGML Properties | $ 6,135 |
Oil And Gas Properties (Detai_2
Oil And Gas Properties (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 | |
Proved Developed Producing Oil and Gas Properties | |||
Cost | $ 167 | ||
Accumulated depreciation, depletion and amortization | |||
Total | 167 | ||
Cost | 5,968 | ||
Accumulated depreciation, depletion and amortization | |||
Total | 5,968 | ||
Grand Total | $ 6,135 | ||
Adjustments [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Cost | [1] | 167 | |
Accumulated depreciation, depletion and amortization | [1] | ||
Total | [1] | 167 | |
Cost | [1] | 5,968 | |
Accumulated depreciation, depletion and amortization | [1] | ||
Total | [1] | 5,968 | |
Grand Total | [1] | $ 6,135 | |
[1] | Pursuant to the preliminary asset allocation in Banner Midstream acquisition (See Note 15) |
Oil And Gas Properties (Detai_3
Oil And Gas Properties (Details Textual) - USD ($) $ in Thousands | Jul. 02, 2019 | Jun. 30, 2019 |
Oil And Gas Properties (Textual) | ||
Drilling credit value | $ 125 | |
Royalty retained interest | 1.00% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Total long-term debt | $ 6,971 | $ 1,350 |
Less: debt discount | (149) | |
Less: current portion | (6,401) | (1,350) |
Long-term debt, net of current portion | 421 | |
Secured convertible promissory note - Ecoark Holdings [Member] | ||
Total long-term debt | ||
Credit facility - Trend Discovery SPV 1, LLC [Member] | ||
Total long-term debt | 1,350 | |
Senior secured bridge loan - Banner Midstream [Member] | ||
Total long-term debt | 2,222 | |
Note payable - LAH 1 [Member] | ||
Total long-term debt | 110 | |
Note payable - LAH 2 [Member] | ||
Total long-term debt | 77 | |
Note payable - Banner Midstream 1 [Member] | ||
Total long-term debt | 303 | |
Note payable - Banner Midstream 2 [Member] | ||
Total long-term debt | 397 | |
Note payable - Banner Midstream 3 [Member] | ||
Total long-term debt | 500 | |
Merchant Cash Advance (MCA) loan - Banner Midstream 1 [Member] | ||
Total long-term debt | 361 | |
MCA loan - Banner Midstream 2 [Member] | ||
Total long-term debt | 175 | |
MCA loan - Banner Midstream 3 [Member] | ||
Total long-term debt | 28 | |
Note payable - Banner Midstream - Alliance Bank [Member] | ||
Total long-term debt | 1,239 | |
Commercial loan - Pinnacle Frac - Firstar Bank [Member] | ||
Total long-term debt | 952 | |
Auto loan 1 - Pinnacle Vac - Firstar Bank [Member] | ||
Total long-term debt | 40 | |
Auto loan 2 - Pinnacle Frac - Firstar Bank [Member] | ||
Total long-term debt | 52 | |
Auto loan 3 - Pinnacle Vac - Ally Bank [Member] | ||
Total long-term debt | 42 | |
Auto loan 4 - Pinnacle Vac - Ally Bank [Member] | ||
Total long-term debt | 47 | |
Auto loan 5 - Pinnacle Vac - Ally Bank [Member] | ||
Total long-term debt | 44 | |
Auto loan 6 - Capstone - Ally Bank [Member] | ||
Total long-term debt | 97 | |
Tractor loan 7 - Capstone - Tab Bank [Member] | ||
Total long-term debt | 235 | |
Equipment loan - Shamrock - Workover Rig [Member] | ||
Total long-term debt | $ 50 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) $ in Thousands | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 6,401 |
2022 | 182 |
2023 | 126 |
2024 | 93 |
2025 | 20 |
Total | $ 6,822 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 14, 2019 | Nov. 07, 2018 | Nov. 05, 2018 | Aug. 03, 2018 | Jul. 26, 2018 | Jul. 20, 2018 | Jul. 18, 2018 | Feb. 28, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Jan. 16, 2019 | Dec. 28, 2018 | Jul. 02, 2018 | Jan. 10, 2017 |
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 1.00% | |||||||||||||||||
Interest expense | $ 486 | |||||||||||||||||
Debt instrument, maturity date | Jul. 30, 2020 | |||||||||||||||||
Secured convertible promissory note - Ecoark Holdings [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 10.00% | |||||||||||||||||
Principal amount | $ 500 | |||||||||||||||||
Accrued interest | $ 11 | |||||||||||||||||
Interest expense | $ 0 | 12 | ||||||||||||||||
Credit facility - Trend Discovery SPV 1, LLC [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 12.00% | |||||||||||||||||
Principal amount | 2,525 | |||||||||||||||||
Accrued interest | 290 | |||||||||||||||||
Interest expense | $ 286 | $ 35 | ||||||||||||||||
Credit facility amount | $ 10,000 | |||||||||||||||||
Debt description | The Company is able to request draws from the lender up to $1,000 with a cap of $10,000, including the $1,000 advanced on December 28, 2018 and an additional $350 advanced through March 31, 2019, resulting in a balance of $1,350 at March 31, 2019. | |||||||||||||||||
Additional debt amount | $ 1,137 | |||||||||||||||||
Commitment fees | 38 | |||||||||||||||||
Notes payable | $ 2,525 | |||||||||||||||||
Dept percentage | 3.50% | |||||||||||||||||
Arrangement fee | $ 300 | |||||||||||||||||
Common stock issuance | 3,855 | |||||||||||||||||
Common stock per share | $ 0.59 | |||||||||||||||||
Gain on conversion amount | $ 541 | |||||||||||||||||
Senior secured bridge loan - Banner Midstream [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Accrued interest | 48 | |||||||||||||||||
Secured bridge loan | 2,222 | |||||||||||||||||
Bridge loan debt discount | 132 | |||||||||||||||||
Assumed acquisition | $ 39 | |||||||||||||||||
Note payable - LAH 1 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 10.00% | |||||||||||||||||
Accrued interest | $ 22 | $ 22 | ||||||||||||||||
Note payable - LAH 2 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 10.00% | |||||||||||||||||
Accrued interest | $ 22 | 22 | ||||||||||||||||
Note payable - Banner Midstream 1 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 10.00% | |||||||||||||||||
Accrued interest | 40 | 39 | ||||||||||||||||
Note payable - Banner Midstream 2 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 10.00% | 10.00% | ||||||||||||||||
Accrued interest | 30 | 29 | ||||||||||||||||
Note payable - Banner Midstream 3 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 10.00% | |||||||||||||||||
Accrued interest | 24 | $ 23 | ||||||||||||||||
Merchant Cash Advance (MCA) loan - Banner Midstream 1 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Accrued interest | $ 141 | |||||||||||||||||
Debt description | The Company assumed $368 of this note along with accrued interest of $144. A total of $7 of principal and $3 of accrued interest was paid between March 28, 2020 and March 31, 2020. | |||||||||||||||||
MCA loan - Banner Midstream 2 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Accrued interest | $ 68 | |||||||||||||||||
Debt description | The Company assumed $181 of this note along with accrued interest of $70. A total of $6 of principal and $2 of accrued interest was paid between March 28, 2020 and March 31, 2020. | |||||||||||||||||
MCA loan - Banner Midstream 3 [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Accrued interest | $ 12 | |||||||||||||||||
Debt description | The Company assumed $69 of this note along with accrued interest of $21. A total of $2 of principal and $1 of accrued interest was paid between March 28, 2020 and March 31, 2020. | |||||||||||||||||
Note payable - Banner Midstream - Alliance Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 4.95% | |||||||||||||||||
Principal amount | $ 1,239 | |||||||||||||||||
Bridge loan debt discount | $ 16 | |||||||||||||||||
Debt instrument, maturity date | Apr. 14, 2020 | Apr. 14, 2025 | ||||||||||||||||
Commercial loan - Pinnacle Frac - Firstar Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 4.50% | |||||||||||||||||
Debt instrument, maturity date | Jul. 28, 2020 | |||||||||||||||||
Auto loan 1 - Pinnacle Vac - Firstar Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 6.50% | |||||||||||||||||
Notes payable | $ 56 | |||||||||||||||||
Debt instrument, maturity date | Jul. 20, 2023 | |||||||||||||||||
Auto loan 2 - Pinnacle Frac - Firstar Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 6.50% | |||||||||||||||||
Notes payable | $ 73 | |||||||||||||||||
Debt instrument, maturity date | Aug. 3, 2023 | |||||||||||||||||
Auto loan 3 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 9.00% | |||||||||||||||||
Notes payable | $ 56 | |||||||||||||||||
Debt instrument, maturity date | Aug. 17, 2024 | |||||||||||||||||
Auto loan 4 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 7.99% | |||||||||||||||||
Notes payable | $ 54 | |||||||||||||||||
Debt instrument, maturity date | Sep. 9, 2024 | |||||||||||||||||
Auto loan 5 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 7.99% | |||||||||||||||||
Notes payable | $ 54 | |||||||||||||||||
Debt instrument, maturity date | Sep. 9, 2024 | |||||||||||||||||
Auto loan 6 - Capstone - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Notes payable | $ 140 | |||||||||||||||||
Debt instrument, maturity date | Nov. 5, 2021 | |||||||||||||||||
Auto loan 6 - Capstone - Ally Bank [Member] | Minimum [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 6.89% | |||||||||||||||||
Auto loan 6 - Capstone - Ally Bank [Member] | Maximum [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 7.87% | |||||||||||||||||
Tractor loan 7 - Capstone - Tab Bank [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 10.25% | |||||||||||||||||
Notes payable | $ 301 | |||||||||||||||||
Debt instrument, maturity date | Nov. 22, 2023 | |||||||||||||||||
Equipment loan - Shamrock - Workover Rig [Member] | ||||||||||||||||||
Long-Term Debt (Textual) | ||||||||||||||||||
Bearing interest rate | 5.00% | |||||||||||||||||
Accrued interest | $ 5 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 | |||
Total Notes Payable - Related Parties | $ 1,926 | ||||
Less: Current Portion of Notes Payable - Related Parties | 2,172 | ||||
Long-term debt, net of current portion | 6,401 | 1,350 | |||
Ecoark Holdings Board Member [Member] | |||||
Total Notes Payable - Related Parties | [1] | 578 | |||
Ecoark Holdings Officers [Member] | |||||
Total Notes Payable - Related Parties | [2] | 1,242 | |||
Banner Midstream Officers [Member] | |||||
Total Notes Payable - Related Parties | 152 | [3] | [4] | ||
Ecoark Holdings - common ownership [Member] | |||||
Total Notes Payable - Related Parties | $ 200 | [5] | [6] | ||
[1] | A board member advanced $328 to the Company through March 31, 2020, under the terms of a note payable that bears 10% simple interest per annum, and the principal balance along with accrued interest is payable July 30, 2020 or upon demand. Interest expense on the note for the year ended March 31, 2020 was $27. In addition, the Company assumed $250 in notes entered into in March 2020 via the acquisition of Banner Midstream from the same board member at 15% interest. | ||||
[2] | William B. Hoagland, Principal Financial Officer, advanced $30 to the Company in May 2019 pursuant to a note with the same terms as the note with the board member. Randy May, CEO, advanced $45 to the Company in August 2019 pursuant to a note with the same terms as the note with the board member. Interest expense on both of these notes was $5. Both of these amounts along with the accrued interest was repaid during the year ended March 31, 2020. In addition, Randy May advanced $1,242 in five separate notes to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts are due at various times through July 2020, and bear intertest at 10-15% interest per annum. Accrued interest on these notes as of March 31, 2020 is $186. $968 of these notes were repaid in May 2020. | ||||
[3] | An officer of Banner Midstream who remains an officer of this subsidiary advanced $152 in three separate notes to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts are due at various times through July 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of March 31, 2020 is $17. $55 of these notes were repaid in May 2020. | ||||
[4] | An officer of Banner Midstream who remains an officer of this subsidiary advanced $152 in three separate notes to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts are due at various times through July 2020, and bear intertest at 10-15% interest per annum. Accrued interest on these notes as of March 31, 2020 is $17. $55 of these notes were repaid in May 2020. | ||||
[5] | A company controlled by an officer of the Company advanced $200 to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. Accrued interest on this note as of March 31, 2020 is $8. These notes were converted in May 2020. | ||||
[6] | A company controlled by an officer of the Company advanced $200 to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts were due April 15, 2020, and bears intertest at 14% interest per annum. Accrued interest on this note as of March 31, 2020 is $8. These notes were converted in May 2020. |
Notes Payable - Related Parti_4
Notes Payable - Related Parties (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 27, 2020 | Aug. 31, 2019 | May 31, 2019 | Mar. 31, 2020 | May 31, 2020 | |
Notes Payable - Related Parties (Textual) | |||||
Advances | $ 152 | ||||
Annual Interest rate, percentage | 10.00% | ||||
Debt instrument, maturity date | Jul. 30, 2020 | ||||
Interest on related party | $ 27 | ||||
Addition assumed | $ 2,362 | 250 | |||
Banner Midstream [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Advances | $ 200 | ||||
Annual Interest rate, percentage | 14.00% | ||||
Addition assumed | $ 2,362 | ||||
Accrued interest | $ 17 | ||||
Banner Midstream [Member] | Subsequent Event [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Notes payable repaid | $ 55 | ||||
Banner Midstream [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Accrued interest | $ 8 | ||||
Minimum [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Annual Interest rate, percentage | 10.00% | ||||
Maximum [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Annual Interest rate, percentage | 15.00% | ||||
William B. Hoagland [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Advances | $ 45 | $ 30 | $ 1,242 | ||
Interest on related party | $ 5 | ||||
Accrued interest | 186 | ||||
William B. Hoagland [Member] | Subsequent Event [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Notes payable repaid | $ 968 | ||||
William B. Hoagland [Member] | Minimum [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Annual Interest rate, percentage | 10.00% | ||||
William B. Hoagland [Member] | Maximum [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Annual Interest rate, percentage | 15.00% | ||||
Board Member [Member] | |||||
Notes Payable - Related Parties (Textual) | |||||
Advances | $ 328 | ||||
Annual Interest rate, percentage | 15.00% |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) - Fair value warrants [Member] - USD ($) shares in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number | ||
Beginning balance | 9,206 | 10,577 |
Granted | 13,426 | 3,177 |
Exercised | (11,633) | |
Canceled | (2,877) | |
Expired | (4,547) | |
Ending balance | 8,122 | 9,206 |
Intrinsic value of warrants | ||
Weighted Average Remaining Contractual Life (Years) | 4 years 7 months 6 days | 3 years |
Weighted Average Exercise Price | ||
Beginning balance | $ 2.12 | $ 4.37 |
Granted | 0.72 | 2 |
Exercised | (1.25) | |
Canceled | (5.16) | |
Expired | 5.17 | |
Ending balance | $ 1.12 | $ 2.12 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | $ 3,816 | $ 3,078 |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 717 | |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 534 | 400 |
Directors [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Directors [Member] | Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 2,124 | 2,692 |
Employees [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Employees [Member] | Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 1,158 | (14) |
Services [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 717 | |
Services [Member] | Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Services prepaid expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Services prepaid expense [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Services prepaid expense [Member] | Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2013 Incentive Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 270 | |
2013 Incentive Stock Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2013 Incentive Stock Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 270 | |
2013 Incentive Stock Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2013 Incentive Stock Plan [Member] | Services prepaid expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2017 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 1,013 | 742 |
2017 Omnibus Incentive Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 200 | 400 |
2017 Omnibus Incentive Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 568 | 356 |
2017 Omnibus Incentive Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 245 | (14) |
2017 Omnibus Incentive Plan [Member] | Services prepaid expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 2,086 | 2,066 |
Non-Qualified Stock Options [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 334 | |
Non-Qualified Stock Options [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 1,556 | 2,066 |
Non-Qualified Stock Options [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | $ 196 | |
Non-Qualified Stock Options [Member] | Services prepaid expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details 2) - Non-Qualified Stock Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number | ||
Beginning balance | 2,916 | 2,909 |
Granted | 5,560 | 7 |
Exercised | ||
Canceled | (254) | |
Forfeited | ||
Ending balance | 8,222 | 2,916 |
Intrinsic value of options | $ 372 | |
Weighted Average Remaining Contractual Life (Years) | 8 years 8 months 12 days | 8 years 6 months |
Weighted Average Exercise Price | ||
Beginning balance | $ 2.6 | $ 2.60 |
Granted | 0.57 | 0.98 |
Canceled | (2.60) | |
Ending balance | $ 1.22 | $ 2.6 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details 3) - 2013 Incentive Stock Plan [Member] - USD ($) shares in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number | ||
Beginning balance | 2,353 | 2,563 |
Granted | ||
Options granted in exchange for shares | ||
Exercised | ||
Expired/Canceled | (495) | |
Forfeited | (125) | (210) |
Ending balance | 1,733 | 2,353 |
Intrinsic value of Options | ||
Weighted Average Remaining Contractual Life (Years) | 7 years 7 months 6 days | 8 years 7 months 6 days |
Weighted Average Exercise Price | ||
Beginning balance | $ 2.52 | $ 2.52 |
Ending balance | $ 2.52 | $ 2.52 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details 4) - Service-Based Grants [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number | ||
Beginning balance | 105 | |
Granted | ||
Issued | (96) | |
Expired | ||
Forfeited | (9) | |
Options granted in exchange for shares | ||
Ending balance | ||
Weighted Average Exercise Price | ||
Beginning balance | $ 4.9 | |
Ending balance |
Stockholders' Equity (Deficit_7
Stockholders' Equity (Deficit) (Details 5) - Two Thousand Thirteen Incentive Stock Plan One [Member] - shares shares in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning available | 454 | 235 | |
Shares modified to options | |||
Options in exchange for shares | |||
Shares forfeited | 219 | ||
Ending available | 454 | 454 | |
Vested stock awards (1) | [1] | 4,414 | 2,353 |
Beginning number of shares issued | 2,681 | 2,585 | |
Issued | 96 | ||
Cancelled | |||
Ending number of shares issued | 2,681 | 2,681 | |
[1] | For 2020, Includes 2,681 of vested RSU's and 1,773 of vested stock options |
Stockholders' Equity (Deficit_8
Stockholders' Equity (Deficit) (Details 6) - 2017 Omnibus Incentive Plan (Options) [Member] - USD ($) shares in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number | ||
Beginning balance | 1,870 | 1,374 |
Granted | 879 | 1,034 |
Shares modified to options | ||
Exercised | ||
Canceled | (78) | |
Forfeited | (538) | |
Ending balance | 2,671 | 1,870 |
Intrinsic value of options | ||
Weighted Average Remaining Contractual Life (Years) | 9 years 2 months 12 days | 9 years 2 months 12 days |
Weighted Average Exercise Price | ||
Beginning balance | $ 1.54 | $ 2.76 |
Granted | 1.21 | 0.93 |
Shares modified to options | ||
Ending balance | $ 1.54 | $ 1.54 |
Stockholders' Equity (Deficit_9
Stockholders' Equity (Deficit) (Details 7) - 2017 Omnibus Incentive Plan (Service-based grants) [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Number | ||
Beginning balance | 50 | |
Granted | ||
Issued | (25) | |
Expired | ||
Forfeited | (25) | |
Options granted in exchange | ||
Ending balance | ||
Weighted Average Exercise Price | ||
Beginning balance | $ 2.60 | |
Granted | ||
Ending balance |
Stockholders' Equity (Defici_10
Stockholders' Equity (Deficit) (Details 8) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Total market value of shares/units vested | ||
Share-based compensation expense for RSUs | (254) | |
Total tax benefit related to RSU share-based compensation expense | ||
Cash tax benefits realized for tax deductions for RSUs |
Stockholders' Equity (Defici_11
Stockholders' Equity (Deficit) (Details 9) - 2017 Omnibus Incentive Plan [Member] - shares shares in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning available | 1,615 | 2,111 | |
Shares granted | (604) | (1,034) | |
Shares modified to options | |||
Options in exchange for shares | |||
Shares expired | |||
Shares forfeited | 215 | 538 | |
Ending available | 1,226 | 1,615 | |
Vested stock awards (1) | [1] | 2,451 | 905 |
Beginning number of shares issued | 490 | 465 | |
Issued | 25 | ||
Cancelled | |||
Ending number of shares issued | 490 | 490 | |
[1] | For 2020, Includes 490 of vested RSU's and 1,961 of vested stock options |
Stockholders' Equity (Defici_12
Stockholders' Equity (Deficit) (Details Textual) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 06, 2020$ / sharesshares | Nov. 11, 2019USD ($) | Aug. 21, 2019USD ($)$ / sharesshares | Jul. 12, 2019USD ($)$ / shares | Mar. 18, 2016$ / sharesshares | Feb. 21, 2020USD ($)shares | Dec. 24, 2019shares | Dec. 20, 2019USD ($)shares | Oct. 31, 2019$ / sharesshares | Oct. 28, 2019 | May 31, 2017$ / sharesshares | Mar. 31, 2017$ / sharesshares | Mar. 31, 2018shares | Dec. 31, 2017OptionAwardshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Jan. 27, 2020shares | Oct. 15, 2019shares |
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares authorized | 200,000 | 100,000 | ||||||||||||||||
Common stock, shares issued | 300 | 2,718 | 85,876 | 52,571 | ||||||||||||||
Common stock, shares outstanding | 85,291 | 51,986 | ||||||||||||||||
Treasury shares | 585 | |||||||||||||||||
Number of shares issued | 300 | 2,926 | ||||||||||||||||
Conversion of stock description | The Company issued 2,243 shares of the Company’s common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The fair value of the shares issued was $2,186, and the fair value of the warrants was $1,966 resulting in a loss of $220 that was recognized on the exchange. | |||||||||||||||||
Gross proceed from private placement | $ | $ 2,000 | |||||||||||||||||
Loss on exchange of warrants | $ | $ (2,099) | |||||||||||||||||
Granted shares | 2,243 | 1,000 | 1,875 | |||||||||||||||
Exercise price | $ / shares | $ 0.59 | $ 0.59 | $ 5.50 | $ 7 | ||||||||||||||
Option shares | 2,909 | |||||||||||||||||
Vesting period | 4 years | |||||||||||||||||
Fair market value, percentage | 100.00% | 100.00% | ||||||||||||||||
Option awards | OptionAward | 12 | |||||||||||||||||
Stock Compensation, description | The replacement options had a fair value of $467, which was less than the fair value of the existing awards exchanged and therefore an incremental share-based compensation cost was not recognized and the $467 will be recognized in periods through December 2018. | The replacement and new options had a fair value of $10,290, of which $4,507 (including $3,286 of fair value adjustments to the new instruments) was recognized as share-based compensation in the three months ended December 31, 2017 and the remaining $5,783 will be recognized in periods through December 2021. | ||||||||||||||||
Non Qualified Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Options grant to purchase shares of common stock | 5,560 | |||||||||||||||||
Option, description | The individuals were granted options to purchase 2,909 shares of Company common stock that vest at a rate of 25% per year from 2018 to 2021, subject to continued employment by the Company. As with the replacement options, the new options have an exercise price set at 100% of the fair market value of the Company’s stock price on the effective date of the grant. Share-based compensation costs of $1,684 for grants not yet recognized will be recognized as expense through 2021, subject to any change for actual versus estimated forfeitures. | The Company entered into a settlement agreement with a former consultant which provided for the issuance of options for 7 shares of common stock in addition to other terms. The options entitle the holders to purchase shares of common stock for $0.98 per share through November 2023. | ||||||||||||||||
Exercise price | $ / shares | $ 0.98 | |||||||||||||||||
Stock price | $ / shares | $ 0.98 | |||||||||||||||||
Expected term | 4 years | |||||||||||||||||
Volatility | 148.00% | |||||||||||||||||
Discount rate | 2.51% | |||||||||||||||||
Non Qualified Stock Option [Member] | Black Scholes Model [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Exercise price | $ / shares | $ 2.60 | |||||||||||||||||
Stock price | $ / shares | $ 2.60 | |||||||||||||||||
Expected term | 4 years | |||||||||||||||||
Volatility | 97.00% | |||||||||||||||||
Discount rate | 2.03% | |||||||||||||||||
2017 Omnibus plan [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Common stock, shares issued | 4,000 | |||||||||||||||||
Fair market value, percentage | 100.00% | |||||||||||||||||
Options grant to purchase shares of common stock | 663 | |||||||||||||||||
Expected term | 4 years | |||||||||||||||||
Volatility | 84.00% | |||||||||||||||||
Discount rate | 1.12% | |||||||||||||||||
Exchange existing awards | 525 | |||||||||||||||||
Share-based compensation costs | $ | $ 629 | |||||||||||||||||
2013 Incentive Stock Plan [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Fair market value, percentage | 100.00% | |||||||||||||||||
Options grant to purchase shares of common stock | 300 | |||||||||||||||||
Incentive stock plan, description | Under the 2013 Incentive Stock Plan, the Company may grant incentive stock in the form of stock options, stock awards and stock purchase offers of up to 5,500 shares of common stock to Company employees, officers, directors, consultants and advisors. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. At the time of the Merger, 5,497 shares were available to issue under the 2013 Incentive Stock Plan. | |||||||||||||||||
Exchange existing awards | 300 | |||||||||||||||||
Minimum [Member] | Non Qualified Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Exercise price | $ / shares | $ 0.50 | |||||||||||||||||
Stock price | $ / shares | 0.50 | |||||||||||||||||
Minimum [Member] | 2013 Incentive Stock Plan [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Exercise price | $ / shares | 2.10 | |||||||||||||||||
Stock price | $ / shares | $ 2.10 | |||||||||||||||||
Expected term | 4 years | |||||||||||||||||
Volatility | 95.00% | |||||||||||||||||
Discount rate | 2.22% | |||||||||||||||||
Maximum [Member] | Non Qualified Stock Option [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Exercise price | $ / shares | $ 1.35 | |||||||||||||||||
Stock price | $ / shares | 1.35 | |||||||||||||||||
Maximum [Member] | 2013 Incentive Stock Plan [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Exercise price | $ / shares | 2.60 | |||||||||||||||||
Stock price | $ / shares | $ 2.60 | |||||||||||||||||
Expected term | 5 years 2 months 12 days | |||||||||||||||||
Volatility | 105.00% | |||||||||||||||||
Discount rate | 2.70% | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Stock option, shares | 3,362,500 | |||||||||||||||||
Forecast [Member] | Minimum [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Stock price per share | $ / shares | $ 0.73 | |||||||||||||||||
Forecast [Member] | Maximum [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Stock price per share | $ / shares | $ 2.60 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Common stock, shares issued | 300 | |||||||||||||||||
Gross proceed from private placement | $ | $ 1,000 | |||||||||||||||||
Stock sale and issued to investors, description | The Company and two accredited investors entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the investors an aggregate of 1 share of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). | |||||||||||||||||
Investors stock and warrants, description | The Company issued to each investor a warrant (a “Warrant”) to purchase a number of shares of common stock of the Company, par value $0.001 per share (“Common Stock”), equal to the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the “Exercise Price”) and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock for the five trading days prior to July 22, 2020 is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series C Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $0.73 conversion price. | |||||||||||||||||
Stock conversion price description | Each share of the Series C Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the “Stated Value”) and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the “Conversion Price”). | |||||||||||||||||
Exercise price | $ / shares | $ 0.51 | $ 2.50 | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Number of shares issued | 1 | |||||||||||||||||
Stock consideration received per transaction | $ | $ 2 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.001 | |||||||||||||||||
Conversion price | $ / shares | $ 0.51 | |||||||||||||||||
Conversion of converted common stock | 3,761 | |||||||||||||||||
Ecoark Holdings Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Shares of blank check preferred stock | 5,000 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||
Investors stock and warrants, description | The Company issued to each investor a warrant (a “Warrant”) to purchase a number of shares of common stock of the Company, par value $0.001 per share (“Common Stock”), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the investor. Each Warrant has an exercise price equal to $0.51, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the “Exercise Price”) and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.51, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.51 conversion price. | |||||||||||||||||
Stock conversion price description | Each share of the Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the “Stated Value”) and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.51, subject to certain limitations and adjustments (the “Conversion Price”). | |||||||||||||||||
Ecoark Holdings Common Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares authorized | 100,000 | |||||||||||||||||
Common stock, shares issued | 8 | 8,945 | ||||||||||||||||
Common stock, shares valued | $ | $ 5 | |||||||||||||||||
Number of shares issued | 200,000 | 5,500 | ||||||||||||||||
Debt amount | $ | $ 11,771 | |||||||||||||||||
Stock price per share | $ / shares | $ 0.59 | |||||||||||||||||
Fair valu of shares issued | $ | $ 3,293 | |||||||||||||||||
Fair value of warrants | $ | 2,455 | |||||||||||||||||
Loss on exchange of warrants | $ | $ 839 | |||||||||||||||||
Transaction amount | $ | $ 3,237 | |||||||||||||||||
Exchange agreement, description | The Company entered into an exchange agreement with investors that are the holders of March and August 2018 warrants. As a result of a cashless exercise, the Company issued 4,277 shares of the Company’s common stock to the investors. Upon the issuance of the 4,277 shares, the March and August 2018 warrants for 5,677 shares were extinguished. | |||||||||||||||||
Warrants shares | 3,922 | |||||||||||||||||
Conversion amount | $ | $ 2,525 | |||||||||||||||||
Principal amount | $ | 290 | |||||||||||||||||
Accured interest | $ | 3,855 | |||||||||||||||||
Conversion outstanding amount | $ | ||||||||||||||||||
Ecoark Holdings Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Common stock, shares issued | 300 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Deficit) (Textual) | ||||||||||||||||||
Common stock, shares issued | 248 | |||||||||||||||||
Common stock for services | 247 | 128 | 120 | |||||||||||||||
Loss on share value | $ | $ 100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Commitments and Contingencies (Textual) | |
Minimum annual payments | $ 50 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at expected statutory rate | $ (2,549) | $ (2,867) |
State income taxes | (288) | 2 |
Permanent differences: | ||
Intangibles purchased | (2,185) | |
Change in fair value of derivative liabilities | 77 | (664) |
Gain/Loss on conversion of liabilities | 364 | |
Temporary differences: | ||
Share-based compensation | 892 | 728 |
Property and equipment | (94) | (48) |
Intangible assets | 640 | |
Other adjustments | 657 | 42 |
Increase in valuation allowance | 3,280 | 2,169 |
Net income tax benefit |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 25,659 | $ 23,327 |
Depreciable and amortizable assets | 1,866 | 1,761 |
Share-based compensation | 4,548 | 3,586 |
Accrued liabilities | 42 | 57 |
Allowance for bad debts | 135 | 120 |
Change in fair value of derivative liabilities | (802) | (2,884) |
Intangible assets purchased | (2,185) | |
Other | 365 | 381 |
Less: valuation allowance | (29,650) | (26,348) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Income Taxes (Textual) | |
Net operating loss carryforwards | $ 109,794 |
Valuation allowance increased | $ 3,280 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounts Receivable [Member] | ||
Concentrations (Textual) | ||
Concentration risk percentage | 63.00% | |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentrations (Textual) | ||
Concentration risk percentage | 10.00% | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Concentrations (Textual) | ||
Concentration risk percentage | 10.00% | |
Accounts Receivable [Member] | J. Terrence Thompson [Member] | ||
Concentrations (Textual) | ||
Concentration risk percentage | 10.00% | |
Revenue [Member] | ||
Concentrations (Textual) | ||
Concentration risk percentage | 32.00% | |
Revenue [Member] | Customer One [Member] | ||
Concentrations (Textual) | ||
Concentration risk percentage | 10.00% | |
Revenue [Member] | Customer Two [Member] | ||
Concentrations (Textual) | ||
Concentration risk percentage | 10.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | May 31, 2019 | Mar. 31, 2019 | Mar. 27, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 10,225 | |||
TREND DISCOVERY HOLDINGS, INC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 3 | |||
Receivables | 10 | |||
Goodwill | 3,222 | |||
Other assets | 2 | |||
Total | $ 3,237 | |||
Banner Midstream Officers [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 205 | |||
Receivables | 110 | |||
Prepaid expenses and other current assets | 585 | |||
Machinery and equipment | 3,426 | |||
Oil and gas properties | 6,135 | |||
Customer relationships | 2,100 | |||
Trade name | 250 | |||
Right of use assets | 731 | |||
Assets of discontinued operations | 249 | |||
Goodwill | 8,364 | |||
Accounts payable | (268) | |||
Accrued liabilities | (2,362) | |||
Due to prior owners | (2,362) | |||
Lease liabilities | (732) | |||
Liabilities of discontinued operations | (228) | |||
Asset retirement obligation | (295) | |||
Notes payable - related parties | (1,844) | |||
Long-term debt | (6,836) | |||
Total | $ 4,866 |
Acquisitions (Details 1)
Acquisitions (Details 1) - Banner Midstream [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenues | $ 16,297 | $ 10,101 |
Net loss | $ (17,618) | $ (17,351) |
Net loss per share | $ (0.28) | $ (0.34) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2019 | Mar. 27, 2019 | Mar. 31, 2020 | |
Acquisition of Trend Discovery Holdings Inc (Textual) | |||
Shares issued for company acquisition, description | These two operating subsidiaries of Banner Midstream are revenue producing entities. White River and Shamrock are engaged in oil and gas exploration, production, and drilling operations on over 10,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. | ||
Banner Energy [Member] | |||
Acquisition of Trend Discovery Holdings Inc (Textual) | |||
Number of shares exchange acquired in assets and liabilities | 8,945 | ||
Common stock issued | 8,945,205 | ||
Debt and lease liabilities | $ 11,774,455 | ||
Consideration paid shares | 8,945 | ||
Consideration paid fair value | $ 4,867 | ||
Consideration fair value, per share | $ 0.544 | ||
TREND DISCOVERY HOLDINGS, INC [Member] | |||
Acquisition of Trend Discovery Holdings Inc (Textual) | |||
Number of shares exchange acquired in assets and liabilities | 5,500 | ||
Shares issued for company acquisition, description | The Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings") for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the "Merger"). The Merger was completed as agreed in the Merger Agreement, the Company is the surviving entity in the Merger and the separate corporate existence of Trend Holdings has ceased to exist. Pursuant to the Merger, each of the 1,000 issued and outstanding shares of common stock of Trend Holdings was converted into 5,500 shares of the Company's common stock. No cash was paid relating to the acquisition. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Warrant derivative liabilities | $ (3,182) | $ 3,160 |
Level 1 [Member] | ||
Warrant derivative liabilities | ||
Level 2 [Member] | ||
Warrant derivative liabilities | ||
Level 3 [Member] | ||
Warrant derivative liabilities | $ 2,775 | $ 3,104 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segmented operating revenues | $ 581 | $ 1,062 |
Cost of revenues | 259 | 699 |
Gross profit | 322 | 363 |
Total operating expenses net of depreciation, amortization, and impairment | 9,843 | |
Depreciation and amortization | 286 | 3,357 |
Other expense | (2,332) | |
Loss from continuing operations | (12,139) | (11,405) |
Segmented assets as of March 31, 2020 | ||
Property and equipment, net | 3,965 | 824 |
Oil and Gas Properties | 6,135 | |
Intangible assets, net | 2,350 | |
Capital expenditures | ||
Commodities [Member] | ||
Segmented operating revenues | 233 | |
Cost of revenues | 94 | |
Gross profit | 139 | |
Total operating expenses net of depreciation, amortization, and impairment | 66 | |
Depreciation and amortization | 4 | |
Other expense | (17) | |
Loss from continuing operations | 52 | |
Segmented assets as of March 31, 2020 | ||
Property and equipment, net | 3,423 | |
Oil and Gas Properties | 6,135 | |
Intangible assets, net | 9,353 | |
Capital expenditures | ||
Financial Services [Member] | ||
Segmented operating revenues | 175 | |
Cost of revenues | ||
Gross profit | 175 | |
Total operating expenses net of depreciation, amortization, and impairment | 729 | |
Depreciation and amortization | ||
Other expense | ||
Loss from continuing operations | (554) | |
Segmented assets as of March 31, 2020 | ||
Property and equipment, net | ||
Oil and Gas Properties | ||
Intangible assets, net | 3,222 | |
Capital expenditures | ||
Technology [Member] | ||
Segmented operating revenues | 173 | |
Cost of revenues | 165 | |
Gross profit | 8 | |
Total operating expenses net of depreciation, amortization, and impairment | 9,048 | |
Depreciation and amortization | 282 | |
Other expense | (2,315) | |
Loss from continuing operations | (11,637) | |
Segmented assets as of March 31, 2020 | ||
Property and equipment, net | 542 | |
Oil and Gas Properties | ||
Intangible assets, net | ||
Capital expenditures |
Segment Information (Details Te
Segment Information (Details Textual) | 12 Months Ended |
Mar. 31, 2020Segments | |
Segment Information (Textual) | |
Number of segments | 3 |
Leases (Details)
Leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Maturity of Lease Liability | |
2021 | $ 222 |
2022 | 191 |
2023 | 169 |
2024 | 132 |
2025 | 18 |
Total lease payments | $ 732 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Mar. 31, 2020USD ($) |
Amortization of the right of use asset | |
2021 | $ 218 |
2022 | 187 |
2023 | 168 |
2024 | 140 |
2025 | 18 |
Total lease payments | $ 731 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | |
Leases (Textual) | ||||
Right of use asset | $ 731 | $ 731 | ||
Right of use liability | $ 732 | $ 732 | $ 732 | |
Leases, description | The right of use asset is composed of the sum of all lease payments, at present value, and is amortized straight line over the life of the expected lease term. For the expected term of the lease the Company used the initial terms ranging between 42 and 60 months. | |||
Minimum [Member] | ||||
Leases (Textual) | ||||
Discount rate percentage | 2.50% | 2.50% | ||
Maximum [Member] | ||||
Leases (Textual) | ||||
Discount rate percentage | 6.80% | 6.80% |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, beginning of year | ||
Accretion expense | ||
ARO liability acquired in Banner Midstream acquisition | (295) | |
Reclamation obligations settled | ||
Additions and changes in estimates | ||
Balance, end of year | $ (295) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 22, 2020 | Jun. 18, 2020 | Jun. 15, 2020 | Jun. 11, 2020 | Jun. 03, 2020 | May 06, 2020 | May 05, 2020 | May 01, 2020 | Apr. 13, 2020 | Jun. 22, 2020 | May 29, 2020 | May 18, 2020 | May 11, 2020 | May 10, 2020 | Apr. 16, 2020 | Apr. 15, 2020 | Mar. 31, 2020 | Jun. 06, 2020 | May 14, 2020 | May 08, 2020 |
Subsequent Events (Textual) | ||||||||||||||||||||
Recognized a loss | $ 13 | |||||||||||||||||||
Forecast [Member] | Minimum [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Stock per share price | $ 2.60 | |||||||||||||||||||
Forecast [Member] | Maximum [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Stock per share price | $ 0.73 | |||||||||||||||||||
2017 Omnibus plan [Member] | Forecast [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Stock option, shares | 3,363 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Warrants, shares | 200 | |||||||||||||||||||
Exercise price | $ 0.73 | |||||||||||||||||||
Maturity date | May 31, 2020 | |||||||||||||||||||
Loan received | $ 438 | $ 438 | ||||||||||||||||||
Borrower, description | Since they were the borrower and responsible for repayment of these amounts the Company granted 1,000 warrants at $0.73 for collateral for the loan. | Since they were the borrower and responsible for repayment of these amounts the Company granted 1,000 warrants at $0.73 for collateral for the loan. | ||||||||||||||||||
Payroll Protection Program received | $ 1,482 | $ 386 | ||||||||||||||||||
Granted shares | 100 | |||||||||||||||||||
Subsequent events, description | The Company acquired certain energy assets from SN TMS, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. | (a) the Company repaid long-term debt of $2,851 in cash; (b) converted $397 in long-term debt, plus $35 in accrued interest into 592 shares of common stock, and recorded a loss on conversion of $408 on this transaction; (c) repaid $140 in cash and converted $17 of amounts due to prior owners into 23 shares of common stock, and recorded a loss on conversion of $16 on this transaction; (d) converted $200 in long-term debt and $15 in accrued interest into 295 shares of common stock, and recorded a loss on conversion of $213 on this transaction; (e) repaid $3 and converted $507 of a vendor payable into 461 shares of common stock, and recorded a loss on conversion of $161 on this transaction; and (f) repaid $75 in cash and converted $825 in amounts due to prior owners into 1,130 shares of common stock, and recorded a loss on conversion of $350 on this transaction. | The Company acquired certain energy assets from SR Acquisition I, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of 262 total wells in Mississippi and Louisiana, approximately 9,000 acres of active mineral leases, and drilling production materials and equipment. The 262 total wells include 57 active producing wells, 19 active disposal wells, 136 shut-in with future utility wells, and 50 shut-in pending plugging wells. Included in the assignment are 4 wells in the Tuscaloosa Marine Shale formation. | (a) the Company repaid long-term debt of $2,851 in cash; (b) converted $397 in long-term debt, plus $35 in accrued interest into 592 shares of common stock, and recorded a loss on conversion of $408 on this transaction; (c) repaid $140 in cash and converted $17 of amounts due to prior owners into 23 shares of common stock, and recorded a loss on conversion of $16 on this transaction; (d) converted $200 in long-term debt and $15 in accrued interest into 295 shares of common stock, and recorded a loss on conversion of $213 on this transaction; (e) repaid $3 and converted $507 of a vendor payable into 461 shares of common stock, and recorded a loss on conversion of $161 on this transaction; and (f) repaid $75 in cash and converted $825 in amounts due to prior owners into 1,130 shares of common stock, and recorded a loss on conversion of $350 on this transaction. | ||||||||||||||||
Warrants exercised | 395 | |||||||||||||||||||
Value of warrants exercised | $ 399 | |||||||||||||||||||
Cashless exercises warrants | 187 | |||||||||||||||||||
Common stock, conversion basis | The Company issued 5 shares of common stock for the conversion of an accrued expense valued at $4. The Company recognized a loss of $4 on this conversion. | |||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Shares issued | 35 | 25 | ||||||||||||||||||
Accrued interest | $ 45 | $ 45 | ||||||||||||||||||
Subsequent Event [Member] | Non-Qualifying Stock Options [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Net proceeds | $ 203,000 | $ 226,000 | ||||||||||||||||||
Stock option, shares | 319 | 319 | 304 | |||||||||||||||||
Subsequent Event [Member] | 2017 Omnibus plan [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Net proceeds | $ 117,000 | $ 117,000 | ||||||||||||||||||
Stock option, shares | 127 | 127 | ||||||||||||||||||
Subsequent Event [Member] | Senior Secured Debt [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Warrants, shares | 50 | |||||||||||||||||||
Exercise price | $ 0.73 | |||||||||||||||||||
Maturity date | May 31, 2020 | |||||||||||||||||||
Subsequent Event [Member] | Letter Agreements [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Letter agreements, description | The Company entered into letter agreements with accredited institutional investors holding 1,379 warrants issued on November 13, 2019 with an exercise price of $0.725 and holding 5,882 warrants with and exercise price of $0.90 (collectively, the “Existing Warrants”). The Existing Warrants have been registered for resale pursuant to a registration statement on Form S-1 (File No. 333-235456). In consideration for the investors exercising in full all of the Existing Warrants on or before May 18, 2020, the Company has agreed to issue the investors new warrants pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, to purchase up to a number of shares of common stock equal to 100% of the number of shares issued upon the exercise of the $0.90 warrants pursuant to the warrant exercise , which the new warrants substantially in the form of the original $0.90 warrants, except for the exercise price which will be $1.10. Between May 11, 2020 and May 18, 2020, the Company received $6,294 from the cash exercise of these Existing Warrants. | |||||||||||||||||||
Subsequent Event [Member] | Series B Preferred shares [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Conversion of shares | 161 | |||||||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||
Conversion of shares | 690 |
Supplemental Information on O_3
Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Details) - Parent [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Sales | ||
Lease operating costs | ||
Depletion, accretion and impairment |
Supplemental Information on O_4
Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Supplemental Information on Oil and Gas Producing Activities (Unaudited) [Abstract] | ||
Proved Developed, Producing | $ 17 | |
Proved Developed, Non-Producing | ||
Total Proved Developed | ||
Proved Undeveloped | ||
Total Proved | $ 17 |
Supplemental Information on O_5
Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Information on Oil and Gas Producing Activities (Unaudited) [Abstract] | ||
Future gross revenue | $ 767 | |
Less: Future production tax expense | (35) | |
Future gross revenue after production taxes | 732 | |
Less: Future operating costs | (565) | |
Less: Development costs | (295) | |
Future net income (loss) before taxes | (128) | |
10% annual discount for estimated timing of cash flows | 40 | |
Standardized measure of discounted future net cash flows (PV10) | $ (88) |
Supplemental Information on O_6
Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Information on Oil and Gas Producing Activities (Unaudited) [Abstract] | ||
Balance - beginning | ||
Net changes in prices and production costs | (412) | |
Net changes in future development costs | (203) | |
Sales of oil and gas produced, net | ||
Extensions, discoveries and improved recovery | ||
Purchases of reserves | 527 | |
Sales of reserves | ||
Revisions of previous quantity estimates | ||
Previously estimated development costs incurred | ||
Net change income taxes | ||
Accretion of discount | ||
Balance - ending | $ (88) |
Supplemental Information on O_7
Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Details Textual) - Oil and Gas [Member] | 12 Months Ended |
Mar. 31, 2020aBarrels | |
Supplemental Information on Oil and Gas Producing Activities (Unaudited) (Textual) | |
Area of land | a | 9,615 |
Barrels of oil | Barrels | 3,540,000 |